RAMSSOL GROUP BERHAD ("RAMSSOL" OR THE "COMPANY")

PROPOSED ACQUISITIONS BY RAMS FINTECH SDN BHD ("RFSB"), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF RAMSSOL OF THE FOLLOWING:

(I) 60% EQUITY INTEREST IN INNIO HOLDING SDN BHD ("IHSB") ("PROPOSED ACQUISITION OF IHSB"); AND
(II) 49% EQUITY INTEREST IN AGENSI PEKERJAAN INNIO SDN BHD ("API") ("PROPOSED ACQUISITION OF API")

(COLLECTIVELY, THE "PROPOSED ACQUISITIONS")

INTRODUCTION

On behalf of the Board of Directors of Ramssol ("Board"), TA Securities Holdings Berhad ("TA Securities") wishes to announce that RFSB, an indirect wholly-owned subsidiary of the Company, had on 3 June 2026, entered into the following conditional share sale agreements:

(i) with Kong Chin Meng ("Kong") as vendor, to acquire 18,000 ordinary shares in IHSB ("IHSB Sale Shares"), representing 60% equity interest in IHSB, for a purchase consideration of approximately RM13.248 million, to be satisfied via a combination of cash of RM3.312 million and issuance of 14,194,000 new ordinary shares in Ramssol ("Ramssol Shares" or "Shares") ("Consideration Shares") at an issue price of RM0.70 per Consideration Share ("IHSB SSA"); and
(ii) with Liaw Geok Chin ("Liaw") as vendor and Kong as guarantor, to acquire 122,500 ordinary shares in API ("API Sale Shares"), representing 49% equity interest in API, for a purchase consideration of approximately RM1.152 million, to be satisfied via a combination of cash of RM0.288 million and issuance of 1,234,000 Consideration Shares at an issue price of RM0.70 per Consideration Share ("API SSA").

(Kong and Liaw are collectively referred to as the "Vendors").

Further details of the Proposed Acquisitions are set out in the ensuing sections.

DETAILS OF THE PROPOSED ACQUISITIONS

The Proposed Acquisitions entails the Proposed Acquisition of IHSB and Proposed Acquisition of API, for a total purchase consideration of approximately RM14.40 million ("Purchase Consideration"), of which RM3.60 million will be satisfied by cash ("Cash Consideration") and the remaining Purchase Consideration will be satisfied via the issuance of 15,428,000 Consideration Shares at an issue price of RM0.70 per Consideration Share.

The issuance of the Consideration Shares will be undertaken pursuant to a shareholders' general mandate under Sections 75 and 76 of the Companies Act, 2016 ("Act"). The Company had obtained the approval from its shareholders at the last annual general meeting ("AGM") of the Company convened on 30 May 2025, authorising the Board to allot and issue not more than 10% of the issued share capital (excluding treasury shares) of the Company at any time upon any such terms and conditions and for such purposes as the Board may in their absolute discretion deem fit or in pursuance of offers, agreements or options to be made or granted by the Board ("General Mandate"). Such authority shall continue to be in force until the conclusion of the next AGM of the Company. The issuance of the Consideration Shares may be undertaken under the existing General Mandate or a new mandate to be obtained at the Company's next AGM.

As at 6 May 2026, being the latest practicable date prior to the date of this announcement ("LPD"), the Company has a total issued share capital of RM107,113,856 comprising 404,159,253 Shares. Further, the Company also has 102,301,835 warrants ("Warrant") which remained outstanding and are exercisable on the basis of 1 new Shares for each Warrant at the exercise price of RM0.45 per Warrant. The maturity date of the Warrants is 2 March 2028.

The total number of 15,428,000 Consideration Shares to be issued pursuant to the Proposed Acquisitions represents approximately 3.82% of the existing issued Shares of 404,159,253 Shares as at the LPD. For avoidance of doubt, Ramssol has not issued any new Shares under the General Mandate during the preceding 12 months from the date of this announcement.

2.1 PROPOSED ACQUISITION OF IHSB

Pursuant to the IHSB SSA, Ramssol shall acquire the IHSB Sale Shares from Kong, free from all encumbrances and with full legal and beneficial title, together with all rights and advantages attaching thereto, including all dividends and distributions (if any) declared, made or paid in respect thereof, with effect from the completion date of the Proposed Acquisition of IHSB.

IHSB is a private limited company incorporated in Malaysia on 19 December 2025 under the Act. IHSB is principally involved in the activities of holding companies and consultation services. As at 22 May 2026, IHSB has 2 subsidiaries, namely INNIO Group Sdn Bhd ("IGSB") and CariJob Holding Sdn Bhd ("CariJob"). Further information on IGSB and CariJob are set out in Sections 2.1.1(i) and (ii), respectively.

As at the LPD, the issued share capital of IHSB is RM30,000.00 comprising 30,000 ordinary shares. Save for the ordinary shares, IHSB does not have any other securities, including convertible securities, in issue. As at the LPD, the directors and shareholder of IHSB and their respective shareholdings are as follows:

Name	Nationality/ Country of incorporation	Direct
		No. of shares	(1) %
Director and shareholder
Kong	Malaysian	30,000	100.00
Director
Liaw	Malaysian	-	-

Note:

(1) Based on total number of IHSB's issued ordinary shares of 30,000 as at the LPD.

The Proposed Acquisition of IHSB is subject to the terms and conditions set forth in the IHSB SSA, the salient terms of which are set out in Appendix I of this announcement.

Upon the completion of the Proposed Acquisition of IHSB, IHSB will become a 60%-owned subsidiary of RFSB and an indirect subsidiary of Ramssol while IGSB and CariJob, being subsidiaries of IHSB, will both become indirect subsidiaries of Ramssol.

Simultaneously with the IHSB SSA, RFSB had on 3 June 2026 entered into a shareholders' agreement with Kong and IHSB to govern their relationship, obligation and rights as shareholders of IHSB upon completion of the Proposed Acquisition of IHSB ("IHSB Shareholders' Agreement"). The salient terms of the IHSB Shareholders' Agreement are set out in Appendix II of this announcement.

As IHSB was newly incorporated in December 2025, no financial statements have been prepared for IHSB as at the LPD. Please refer to Appendix V and Appendix VI of this announcement for the summary of the financial information of its wholly-owned subsidiaries, i.e. IGSB and CariJob.

2.1.1 Information on the subsidiaries of IHSB

(i) IGSB

IGSB is a private limited company incorporated in Malaysia on 9 August 2018 under the Act. IGSB is principally involved in the provision of hostel management and transportation services for manpower services, provision of application services for all kinds of permit and recruitment services for foreign workers and the provision of employment contractor services and labour contractor services, as well as act as brokers and agent to provide manpower training, consultancy services and job replacement services through online and offline platform.

As at 22 May 2026, IGSB is a wholly-owned subsidiary of IHSB.

As at 22 May 2026, the issued share capital of IGSB is RM1,159,000 comprising 1,159,000 ordinary shares. Save for the ordinary shares, IGSB does not have any securities, including convertible securities, in issue. As at 22 May 2026, the director and shareholder of IGSB and their respective shareholdings are as follows:

Name	Nationality/ Country of incorporation	Direct
		No. of shares	(1) %
Director
Kong	Malaysian	-	-
Shareholder
IHSB (2)	Malaysia	1,159,000	100.00

Notes:

(1) Based on total number of IGSB's issued ordinary shares of 1,159,000 as at 22 May 2026.

(2) As at 22 May 2026, the sole shareholder of IHSB is Kong

A summary of the financial information of IGSB are set out in Appendix V of this announcement.

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(ii) CariJob

CariJob is a private limited company incorporated in Malaysia on 25 March 2024 under the Act. CariJob is principally involved in organisation, promotions and/or management of event; activities of holding companies; as well as activities of employment placement agencies.

As at 22 May 2026, CariJob is a wholly-owned subsidiary of IHSB.

As at 22 May 2026, the issued share capital of CariJob is RM1,400,000, comprising 1,400,000 ordinary shares. Save for the ordinary shares, CariJob does not have any other securities, including convertible securities, in issue. As at 22 May 2026, the director and shareholder of CariJob and their respective shareholdings are as follows:

Name	Nationality/ Country of incorporation	Direct
		No. of shares	(1) %
Director
Liaw	Malaysian	-	-
Shareholder
IHSB (2)	Malaysia	1,400,000	100.00

Notes:

(1) Based on total number of CariJob's issued ordinary shares of 1,400,000 as at 22 May 2026.
(2) As at 22 May 2026, the sole shareholder of IHSB is Kong.

A summary of the financial information of CariJob are set out in Appendix VI of this announcement.

2.1.2 Information on Kong

Kong, a male Malaysian, aged 35, is a director and shareholder of IHSB. As at the LPD, he holds 100.00% direct equity interest in IHSB.

He is a co-founder of IGSB, CariJob and API. As at the LPD, he is primarily responsible for the overall strategic direction, business development, and executive management of IGSB and CariJob. He has over 18 years of experience in the human resources and manpower outsourcing industry.

He obtained his Diploma in Association of Chartered Certified Accountants ("ACCA") Certified Accounting Technician ("ACCA-CAT") from KTC Accountants Institute in 2009.

He started his career in 2007 with Danga City Mall Sdn Bhd as an Account cum Human Resources ("HR") Executive, where he was involved in finance and HR functions. From 2009 to 2013, he served as Account Manager at Evergreen Fibreboard Berhad, a manufacturing company listed on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities"), where he gained extensive experience in financial management and corporate operations.

Between 2013 and 2018, he was involved in private ventures in the accounting advisory and manpower outsourcing sectors, which have since ceased operations, where he developed his entrepreneurial foundation and industry expertise.

Building on this foundation, in 2018, he co-founded IGSB which specialises in manpower management and API which is a licensed recruitment agency.

In 2024, he co-founded CariJob, an AI-powered cross-border manpower platform serving Southeast Asia.

Upon completion of the Proposed Acquisition of IHSB, he will continue to assume his position as a director of IHSB and be involved in the day-to-day operations and strategic management of IHSB and its subsidiaries.

2.2 PROPOSED ACQUISITION OF API

Pursuant to the API SSA, Ramssol shall acquire the API Sale Shares from Liaw, free from all encumbrances and with full legal title and beneficial title, together with all rights and advantages attaching thereto, including all dividends and distributions (if any) declared, made or paid in respect thereof, with effect from the completion date of the Proposed Acquisition of API.

API is a private limited company incorporated in Malaysia on 18 September 2018 under the Act. API is principally involved in the business of private employment agency, such as to recruit and place workers to another employer.

As at the LPD, the issued share capital of API is RM250,000, comprising 250,000 ordinary shares. Save for the ordinary shares, API does not have any other securities, including convertible securities, in issue. As at the LPD, the directors and shareholder of API and their respective shareholdings are as follows:

Name	Nationality	Direct
		Number of shares	(1)%
Directors and shareholders
Liaw	Malaysian	125,000	50.00
Kong	Malaysian	125,000	50.00

Note:

(1) Based on total number of API's issued ordinary shares of 250,000 as at the LPD.

The Proposed Acquisition of API is subject to the terms and conditions set forth in the API SSA, the salient terms of which are set out in Appendix III of this announcement.

Upon the completion of the Proposed Acquisition of API, API will become a $49\%$ -owned subsidiary of RFSB and an indirect subsidiary of Ramssol.

Simultaneously with the API SSA, RFSB had on 3 June 2026 entered into a shareholders' agreement with Liaw and Kong to govern their relationship, obligations and rights as shareholders of API upon completion of the Proposed Acquisition of API ("API Shareholders' Agreement").

Pursuant to the API Shareholders' Agreement, the parties have contractually agreed, among others, that, any declaration and payment of dividends or distributions by API in accordance with the Act and the constitution of API, the economic entitlement thereto shall be adjusted such that RFSB is entitled to $60\%$ of the total dividends or distributions, with the remaining $40\%$ to be borne by the other shareholders (excluding RFSB) in proportion to their respective shareholdings percentage. The salient terms of the API Shareholders' Agreement are set out in Appendix IV of this announcement. In view of the foregoing, API will be a subsidiary of RFSB and its financials will be consolidated into the financial statements of Ramssol.

A summary of the financial information of API is set out in Appendix VII of this announcement.

2.2.1 Information on Liaw

Liaw, a female Malaysian, aged 35, is a director and shareholder of API. As at the LPD, she holds 50.00% direct equity interest in API.

She is a co-founder of API. As at the LPD, she is primarily responsible for the overall financial management, financial planning, budgeting and statutory compliance of API. She has over 18 years of experience in the accounting, finance, and human resources industry.

She obtained her Degree in Business Strategy and Accountancy (ACCA) from Crescendo International College in 2013. Prior to that, she had completed her Diploma in ACCA-CAT at KTC Accountants Institute in 2009. She is also a HRD Corp Accredited Trainer and has completed Train-the-Trainer (TTT) and Vocational Training Operation (Financial) certification with the Ministry of Human Resources, Malaysia.

She started her career in 2007 with Marwin Industries Sdn Bhd as an Account and Admin Executive, where she handled full-spectrum accounting, payroll, foreign worker administration, and financial reporting functions. From 2010 to 2014, she served as Centre Manager / Audit Supervisor at Chong & Associates, leading audit engagements for small medium enterprises and group entities across multiple industries.

Between 2014 and 2018, she was involved in private ventures in the accounting advisory and manpower outsourcing sectors, which have since ceased operations, where she built her foundation in entrepreneurship and industry expertise.

In 2018, she co-founded IGSB and API, where she serves as Group Chief Finance Officer, responsible for group-level financial governance, budgeting, cash flow planning, and financial reporting across multiple entities. In 2024, she further co-founded CariJob, a cross-border manpower platform, where she serves as Group Chief Finance Officer overseeing financial planning, budgeting, cash flow management, and fundraising readiness across regional operations.

Upon completion of the Proposed Acquisition of API, she will continue to assume her position as a director of API and be involved in the day-to-day operations and financial management of API.

2.2.2 Information on Kong

Please refer to Section 2.1.2 of this announcement for the details of Kong.

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2.3 Profit guarantee

(i) IHSB Group

In consideration of RFSB acquiring the IHSB Sale Shares from Kong, and subject always to the completion of IHSB SSA, Kong guarantees to RFSB that IHSB, IGSB and CariJob (collectively, "IHSB Group") shall attain and achieve the following minimum audited consolidated profit after tax ("PAT") for the financial years ending ("FYE") 31 December 2026 and 31 December 2027 (collectively, the "Profit Guarantee Period"):

Guaranteed periods	Guaranteed PAT
	IHSB Group
	(RM'000)
1 January 2026 to 31 December 2026 ("First Profit Guarantee Period")	2,760
1 January 2027 to 31 December 2027 ("Second Profit Guarantee Period")	4,600
	7,360

(collectively, referred to as the "IHSB Group Guaranteed Profit")

In the event that the aggregated audited consolidated PAT of the IHSB Group for the Profit Guarantee Period is less than the IHSB Group Guaranteed Profit, Kong shall within 14 business days from date of receiving a written demand issued by RFSB, pay to RFSB, an amount ("IHSB Group Shortfall Payment") calculated as follows:

$$
\text{IHSB Group Shortfall Payment} = 60\% \times \left( \frac{\text{IHSB Group Guaranteed Profit} - \text{aggregated audited consolidated PAT of the IHSB Group for the Profit Guarantee Period}}{ \text{IHSB Group Guaranteed Profit} - \text{aggregated audited consolidated PAT of the IHSB Group for the Profit Guarantee Period}} \right)
$$

(ii) API

In consideration of RFSB acquiring the API Sale Shares from Liaw, and subject always to the completion of API SSA, Kong, as guarantor under the API SSA, guarantees to RFSB that API shall attain and achieve the following minimum audited PAT for the Profit Guarantee Period:

Guaranteed periods	Guaranteed PAT
	API
	(RM'000)
First Profit Guarantee Period	240
Second Profit Guarantee Period	400
	640

(collectively, referred to as the "API Guaranteed Profit")

In the event that the aggregated audited PAT of API for the Profit Guarantee Period is less than the API Guaranteed Profit, Kong shall within 14 business days from date of receiving a written demand issued by RFSB, pay to RFSB, an amount ("API Shortfall Payment") calculated as follows:

$$
\text{API Shortfall Payment} = 60\% \times \left( \frac{\text{API Guaranteed Profit} - \text{aggregated audited PAT of API for the Profit Guarantee Period}}{ \text{API Shortfall Payment} - \text{aggregated audited PAT of API for the Profit Guarantee Period}} \right)
$$

Notwithstanding Sections 2.3(i) and (ii) above, the parties agree that:

(i) in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API equals to or exceed RM3.00 million for the First Profit Guarantee Period, the IHSB Group Guaranteed Profit and API Guaranteed Profit for the First Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB;

(ii) in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API equals to or exceed RM5.00 million for the Second Profit Guarantee Period, the IHSB Group Guaranteed Profit and API Guaranteed Profit for the Second Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB; and

(iii) the IHSB Group Guaranteed Profit and the API Guaranteed Profit shall be cumulative whereby in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API for the Profit Guarantee Period equals to or exceeds RM8.00 million, the Guaranteed Profit shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB.

The Board is of the view that the IHSB Group Guaranteed Profit and API Guaranteed Profit (collectively, "Guaranteed Profit") are reasonable and realistic after taking into consideration, among others, the following:

(i) the secured order book of the IHSB Group and API ("Target Group") is RM51.30 million as at the LPD, of which RM12.00 million had been recognised up to the LPD, and the remaining RM39.30 million is expected to be recognised up to the FYE 31 December 2028;

(ii) the continuation of the existing management's involvement in the day-to-day operations of the Target Group during the Profit Guarantee Period;

(iii) the rationale and potential benefits to be accrued by Ramssol and its subsidiaries ("Ramssol Group" or the "Group") through the Proposed Acquisitions as set out in Section 3 of this announcement; and

(iv) the future earnings prospects of the enlarged Group upon completion of the Proposed Acquisitions, particularly the potential benefits anticipated to be realised from the integration of licensed talent sourcing, recruitment and manpower outsourcing capabilities provided by the Target Group with the Group's existing PeopleTech and digital HR ecosystem as set out in Section 4.3 of this announcement, after taking into consideration of, among others, the overview and outlook of the Malaysian economy as well as the outlook of the human resources industry in Malaysia as set out in Sections 4.1 and 4.2 of this announcement, respectively. For information purposes, as at the LPD, the total contract value for potential projects currently being tendered/pitched by the Target Group amounting to approximately RM14.90 million.

2.4 Basis of and justification for the Purchase Consideration

The Purchase Consideration was arrived at on a willing-buyer willing-seller basis, after taking into consideration the following:

(i) the audited PAT of the IGSB for the 18-months financial period ended ("FPE") 31 December 2025 of approximately RM1.19 million, audited PAT of the CariJob for the 9-months FPE 31 December 2025 of approximately RM0.08 million and audited PAT of the API for the 18-months FPE 31 December 2025 of RM0.10 million;

(ii) the Guaranteed Profit as set out in Section 2.3 of this announcement;

(iii) the Purchase Consideration reflects an implied price-to-earnings multiple ("PE Multiple") of 6 times based on average profit guarantee per year as stipulated below:

	IHSB Group	API
PAT (assuming 60.00% equity interest/profit entitlement) for:
FYE 31 December 2025 (RM'000)	(1) 759	61
First Profit Guarantee Period (RM'000)	1,656	144
Second Profit Guarantee Period (RM'000)	2,760	240
Average profit guarantee per year (RM'000)	2,208	192
Implied PE Multiple:
FYE 31 December 2025 (times)	17.45	18.89
First Profit Guarantee Period (times)	8.00	8.00
Second Profit Guarantee Period (times)	4.80	4.80
Average profit guarantee per year (times)	6.00	6.00

Note:

(1) Calculated based on the aggregate audited PAT of IGSB and CariJob for the 18-month FPE 31 December 2025 and 9-month FPE 31 December 2025 of approximately RM1.19 million and approximately RM0.08 million, respectively.

(iv) the rationale and potential benefits to be accrued by the Group through the Proposed Acquisitions as set out in Section 3 of this announcement; and

(v) the growth and future earnings prospects of the Target Group.

The Board has benchmarked the implied PE Multiple of the Target Group against the PE Multiples of comparable companies with broadly similar principal activities to the business of the Target Group in human resources industry. However, there is no public listed company which is identical to the Target Group in respect of, among others, the composition of business activities as well as size and scale of business operations.

The comparable companies have been arrived at based on the following parameters:

(i) public listed companies in Malaysia with market capitalisation of up to RM200.00 million;

(ii) profitable based on its latest audited financial statements; and

(iii) principally involved in the human resources industry.

Nevertheless, it should be noted that this comparable valuation statistics is carried out purely to provide an indicative benchmark valuation of the Purchase Consideration.

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The details of the comparable companies are set out below:

Comparable Companies	Market	Principal activities	(1) Market Capitalisation (RM'000)	PAT (RM'000)	Closing price as at the LPD (RM)	(2) Earnings per share (“EPS”) (sen)	PE Multiple (times)
PEOPLElogy Berhad	ACE	PEOPLElogy Berhad through its subsidiaries are principally involved in the provision of training and development and other related services	104,988	40,408	0.255	9.82	2.60
Manforce Group Berhad	ACE	Manforce Group Berhad through its subsidiaries are principally involved in the provision of foreign worker management services, manual labour services and hostel management services.	149,992	10,194	0.375	2.55	14.71
						High	14.71
						Low	2.60
						Average	8.66
						Target Group	6.00

Notes:

(1) Computed based on the total number of shares in issue as at the LPD times the closing price as at the LPD.

(2) Computed based on the audited PAT extracted from the latest available financial statement of the respective companies, divided by their number of shares as at the LPD.

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2.5 Basis and justification for the issue price of the Consideration Shares

The issue price of RM0.70 per Consideration Share was agreed upon after taking into consideration the following:

(i) the 5-day volume-weighted average market price ("VWAP") of Ramssol Shares up to and including 29 May 2026, being the last trading day prior to the date of the IHSB SSA and API SSA ("LTD"), of RM0.7083; and

(ii) the issuance of the Consideration Shares to satisfy part of the Purchase Consideration allows the Group to conserve its cash reserves as means to maintain flexibility over its cash flow obligations and facilitate its working capital requirements to meet existing operational needs, or to capitalise on any suitable investment opportunities in the future, as and when required.

For information purposes, the historical VWAP of Ramssol Shares up to LPD are as follows:

Period	VWAP	(Discount)/Premium of the Issue Price to the VWAP
	(RM)	(RM)	(%)
5-day	0.7164	(0.0164)	(2.29)
1-month	0.7740	(0.0740)	(9.56)
3-month	0.8370	(0.1370)	(16.37)
6-month	0.9098	(0.2098)	(23.06)
12-month	0.9160	(0.2160)	(23.58)

The Board takes note that the issue price of the Consideration Shares is at a discount ranging between 2.29% to 23.58% to the historical VWAP of Ramssol Shares set out above.

Premised on the foregoing and the willingness of the Vendors to accept the Consideration Shares as settlement for the Purchase Consideration primarily instead of cash, the Board is of the view that the issue price for the Consideration Shares is reasonable.

2.6 Source of funds

The Group intends to fund the Cash Consideration of RM3.60 million by using the Group's internally generated funds. The remaining Purchase Consideration of approximately RM10.80 million shall be satisfied via the issuance of Consideration Shares. On the closing date of the respective IHSB SSA and API SSA and subject to the Vendors' compliance with the closing obligations in the respective IHSB SSA and API SSA, the Cash Consideration shall be paid in full to the Vendors on the closing date of the respective IHSB SSA and API SSA, while the Consideration Shares will be issued to the Vendors within 8 market days from the closing date of the respective IHSB SSA and API SSA.

For information purposes, based on the audited consolidated financial statements of the Group for the FYE 2025, the Group has cash and cash equivalents of approximately RM32.76 million (after accounting for bank overdrafts and pledged deposits).

2.7 Ranking of the Consideration Shares

The Consideration Shares shall, upon allotment and issuance, rank equally in all respects with the then existing issued Shares, save and except that the Consideration Shares shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to the shareholders of the Company, the entitlement date of which is prior to the date of allotment and issuance of the Consideration Shares.

2.8 Listing and quotation of the Consideration Shares

The Consideration Shares will, upon allotment and issuance, be listed on the ACE Market of Bursa Securities.

An application will be made to Bursa Securities for the listing and quotation of the Consideration Shares on the ACE Market of Bursa Securities

2.9 Liabilities to be assumed

Save for the obligations of the Company in respect of the IHSB SSA and API SSA for the Proposed Acquisitions, there are no other liabilities, including contingent liabilities and/or guarantees, to be assumed by the Group arising from the Proposed Acquisitions.

2.10 Additional financial commitment

Upon completion of the Proposed Acquisitions, there will be no additional financial commitments to be incurred by the Group in view that the Target Group have been in operation and are generating income and cash flow.

2.11 Details of fundraising exercise in the past 12 months

Save as disclosed below, the Company has not undertaken any fund-raising exercise in the past 12 months up to the LPD:

(i) Special Issue

The Company had on 8 September 2025, announced that the Company proposes to undertake the special issue of up to 55,171,800 special issue Shares to Bumiputera investors to be identified and/or approved by the Ministry of Investment, Trade and Industry of Malaysia ("MITI") ("Special Issue Shares") ("Special Issue") to comply with the Bumiputera equity condition.

On 6 February 2026, a total of 8,749,700 Special Issue Shares were listed on the ACE Market of Bursa Securities. Subsequently, on 26 May 2026, the Company had announced that the Securities Commission Malaysia ("SC") had vide its letter dated 25 May 2026 (which was received on 26 May 2026) informed that the Company is deemed to have complied with the Bumiputera equity condition and the Special Issue is deemed completed.

As at the LPD, the status of the total gross proceeds raised from the Special Issue, amounting to RM8.84 million, based on the issue price of RM1.01 per Share, is as follow:

Details of utilisation	Proposed utilisation	Actual utilisation as at the LPD	Balance unutilised	Estimated timeframe for utilisation
	RM' million	RM' million	RM' million
Working capital	6.54	2.00	4.54	Within 24 months
Repayment of bank borrowings	2.00	0.80	1.20	Within 6 months
Expenses relating to the Special Issue	0.30	0.05	0.25	Within 1 month
Total	8.84	2.85	5.99

3. RATIONALE AND BENEFITS OF THE PROPOSED ACQUISITIONS

The Board is of the view that the rationale for, and benefits of, the Proposed Acquisitions are as follows:

(i) Transformation from PeopleTech vendor to integrated workforce solutions platform. The Proposed Acquisitions enable the Group to expand from being principally a Human Capital Management ("HCM") software-as-a-service ("SaaS") implementation and PeopleTech provider into a fully integrated end-to-end workforce solutions platform spanning talent sourcing, recruitment, manpower outsourcing, payroll, earned wage access, upskilling, and AI-enabled workforce analytics.

(ii) Diversification of revenue model toward recurring income.

The integration is expected to gradually shift the Group's revenue mix from largely project-based implementation fees toward more recurring subscription, placement and outsourcing fees, supporting greater earnings visibility and resilience.

(iii) Cross-selling and customer base expansion.

The Target Group's existing corporate customer base presents immediate cross-selling opportunities for Ramssol's existing PeopleTech, PaydayNow and EnGo product suite, while the Group's existing enterprise client base provides an outbound channel for the Target Group's recruitment and manpower services.

(iv) Higher revenue and lifetime value per customer.

The combined offering enables the enlarged Group to generate higher revenue per client, lower customer acquisition cost, and improve customer lifetime value through bundled multi-product engagements.

(v) Strengthened AI and data assets.

The acquisition of CariJob, an AI-powered cross-border manpower platform, brings recruitment data and AI-driven job-matching capabilities that complement Ramssol's existing AI initiatives, enabling the Group to develop differentiated AI-powered workforce analytics products.

(vi) Capital-efficient transaction structure.

The settlement of the majority of the Purchase Consideration via Consideration Shares enables the Group to preserve cash reserves to fund working capital and future growth, while preserving headroom for future bank borrowings should they be required.

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INDUSTRY OUTLOOK AND PROSPECTS

4.1 Overview and outlook of the Malaysian economy

The Malaysian economy expanded by 5.4% in the first quarter ("Q1") of 2026 (fourth quarter ("Q4") of 2025: 6.2%), driven mainly by domestic demand. Household spending remained supported by positive labour market conditions, with the unemployment rate staying low, alongside targeted policy measures. Investment growth was underpinned by continued implementation of multi-year projects by both the private and public sectors, a high realisation rate of approved investments, and the ongoing rollout of national master plans. On the external front, export growth remained strong, driven mainly by continued expansion in electrical and electronics ("E&E") exports. Meanwhile, gross import growth moderated amid slower growth in capital, intermediate and consumer goods imports.

On the supply side, growth in services sector moderated, reflecting a moderation in motor vehicle sales following the front-loading of purchases in the fourth-quarter ahead of the expiration of import duty waivers for electric vehicles. Meanwhile, manufacturing sector performance remained supported by stronger E&E performance, in line with continued demand for artificial intelligence and data centre-related components. Growth in the agriculture sector was lower amid normalisation in palm oil production following high output previously and ongoing replanting activities. The mining and quarrying sector contracted, mainly due to weaker oil and gas production. In addition, growth in the construction sector normalised from a double-digit growth amid a moderation in residential construction and civil engineering activities. On a quarter-on-quarter, seasonally-adjusted basis, the economy contracted by -0.01% (Q4 of 2025: 1.4%) given last quarter's very strong performance.

(Source: Economic and Financial Developments in Malaysia in the Q1 of 2026, Bank Negara Malaysia)

In 2026, domestic demand is expected to register a growth of 5.4%, steered by sustained private sector expenditure at 5.7%. Strong consumption and investment activities will keep the private sector's contribution significant at 4.5% to gross domestic product growth. Meanwhile, public expenditure is anticipated to rise by 4.4%, contributing 0.8% to overall growth.

Private consumption is projected to grow by 5.1%, driven by sustained income growth and favourable employment prospects. In addition, spillover effects from the implementation of Phase 2 of the Public Service Remuneration System, Sumbangan Tunai Rahmah and the BUDI MADANI RON95 (BUDI95) targeted subsidy programme are expected to provide further impetus to household spending, particularly among lower- and middle-income groups.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

4.2 Overview and outlook of the human resources industry in Malaysia

Labour market reforms under Budget 2026 will focus on improving employability and supporting sustainable wage growth. Key reform initiatives include the expansion of skills development programmes, improvement in unionisation and collective bargaining as well as formalisation of informal employment. The strategy to increase women participation in the labour market will continue to be given priority. Additionally, the social protection mechanism will be explored to allow compulsory contribution by the self-employed. Meanwhile, accelerating the multi-tiered levy system will also reduce reliance on low-skilled foreign labour while greater technological adoption will support productivity-driven wage growth.

In human development, Malaysia's Human Development Index ("HDI") score rose to 0.819 in 2025, placing Malaysia at 67th globally. Continued investments in healthcare and education as well as reduced inequality remain critical in positioning the country within the top 25 HDI group. In 2024, the share of compensation of employees ("CE") stood at 33.6%, below the 45% target.

In narrowing this gap, initiatives such as the Progressive Wage Policy and skills upgrading are geared toward productivity-driven growth. Meanwhile, women's participation in the labour market rose from 56.2% in 2023 to 56.5% in 2024. Expanding affordable childcare, flexible work arrangements as well as upskilling and reskilling programmes will be key to reaching the female labour force participation rate of 60%.

As the first budget under the Thirteenth Malaysia Plan, Budget 2026 marks a pivotal step in charting the nation's direction in the medium term towards a high-income nation by 2030. Malaysia's economy is projected to sustain the growth momentum in 2026 between 4% and 4.5%, underpinned by robust domestic demand and a resilient external sector. Emphasis will be placed on enhancing delivery through results-based budgeting and institutionalising best practices under the thrust of 'Administration and Governance'. Efforts will also continue to focus on transforming the economy to 'Raise the Ceiling' by supporting high growth high value (HGHV) industries and high-impact strategic sectors, while initiatives related to labour market reforms as well as socioeconomic assistance expansion will be undertaken to 'Raise the Floor' of the rakyat.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

In the Q1 of 2026, Malaysia's labour force continued its positive growth, rising by 0.3% to 17.23 million persons. Consistent with this trend, the number of employed persons also increased by 0.3% to 16.73 million persons, compared to 16.68 million persons in the previous quarter. Meanwhile, the number of unemployed persons declined by 0.4% to 506.5 thousand persons, leading to a 0.1% points reduction in the unemployment rate to 2.9% (Q4 of 2025: 3.0%). At the same time, the labour force participation rate ("LFPR") remained at 70.9% as in the prior quarter. The male LFPR decreased to 83.3%, while the female LFPR rose to 56.8% (Q4 of 2025: 83.5%; 56.6%).

Malaysia's labour market outlook for the months ahead is anticipated to remain stable, supported by strong domestic fundamentals and continued structural transformation. However, growth is likely to be more moderate and increasingly shaped by external developments, particularly the trajectory of the global energy crisis and geopolitical conditions. As such, both businesses and the workforce will need to remain agile in navigating a more dynamic and uncertain economic environment.

(Source: Labour Force Statistics, Malaysia, March 2026 and First Quarter 2026, Ministry of Economy Department of Statistics Malaysia)

4.3 Prospects of the enlarged Group

The Group is principally involved in the provision of digital solutions and information technology services, with a focus on business digitalisation, automation, HCM solutions, student management solutions, Information Technology ("IT") staff augmentation services and technology applications.

The Group has continued to strengthen its regional presence across Southeast Asia, with active operations in Malaysia, Singapore, Thailand and Indonesia, supported by partner-led market access for selected adjacent markets. The Group has invested approximately RM6.10 million to expand its consulting capacity across the region, and acquired a 51% stake in Thailand-based GeekStart for RM7.45 million to enhance its digital and AI capabilities in the Thai market. In addition, the Group has also expanded its strategic partnerships, including with Oracle, Darwinbox, Tencent, iFlytek, Ramco Systems and HONO.AI, to distribute AI-powered enterprise applications and integrate generative AI-driven people solutions across Southeast Asia.

Following the Proposed Acquisitions, the enlarged Group is expected to be well-positioned to capture growth in the human capital value chain through the following:

(i) comprehensive end-to-end HR offering by combining HCM software, payroll, earned wage access, upskilling, recruitment, manpower outsourcing and workforce analytics under a single group;

(ii) cross-selling synergies through the immediate access to the Target Group's corporate customer base for Ramssol's PeopleTech, PaydayNow and EnGo products, and vice versa;

(iii) recurring revenue base via expansion into placement-fee and manpower-outsourcing revenue streams, which complement the Group's existing implementation and SaaS revenues; and

(iv) favourable industry tailwinds where Malaysia's labour market reforms under Budget 2026, sustained domestic demand, the Progressive Wage Policy, the multi-tiered foreign worker levy system, and continued growth in employment and labour force participation are expected to drive demand for licensed recruitment, staffing, outsourcing and digital HR services.

Premised on the above, the Board is of the view that the prospects of the enlarged Ramssol Group are expected to be reasonably optimistic moving forward.

(Source: Management of Ramssol Group)

5. RISK FACTORS IN RELATION TO THE PROPOSED ACQUISITIONS

5.1 Non-completion risk

The completion of the Proposed Acquisitions is conditional upon the fulfilment of all the conditions precedent set out in the IHSB SSA and API SSA as set out in Appendix I and Appendix III of this announcement. In the event any of the conditions precedent is not fulfilled or waived (as the case may be) within the stipulated timeframe set out in the IHSB SSA and API SSA, the Proposed Acquisitions may be delayed or terminated, and the potential benefits arising therefrom may not materialise.

Nevertheless, the Board will take all reasonable steps to ensure that such conditions precedent and obligations of the Company pursuant to the IHSB SSA and API SSA are satisfied within the stipulated timeframe in order to complete the Proposed Acquisitions in a timely manner.

5.2 Acquisition risk

Notwithstanding that the Proposed Acquisitions are expected to contribute positively to the Group's financial performance and growth as detailed in Section 3 of this announcement, there is no assurance that such anticipated benefits arising from the Proposed Acquisitions will be fully realised and/or the Target Group or the enlarged Group will be profitable in the future. In addition, there is also no assurance that the Group is able to maintain or improve the quality of services and/or products currently offered by the Target Group or successfully leverage on the Target Group's business relationships with its existing customers and implement the strategies for the enlarged Group.

In this regard, the Group will constantly monitor the operations and management of the enlarged Group as well as prevailing market conditions to take advantage of the prospects of the enlarged Group as set out in Section 4.3 of this announcement.

5.3 Risk of the Target Group's Guaranteed Profit not being achieved

The Target Group's Guaranteed Profit are based on various bases and assumptions which are deemed reasonable, but nevertheless subject to certain uncertainties and contingencies, which may be outside of Ramssol's control.

While the Board has taken reasonable steps to assess the achievability of the Target Group's Guaranteed Profit, there can be no assurance that the Target Group's Guaranteed Profit will be met. In the event that the Target Group's Guaranteed Profit are not met, Kong shall within 14 business days from written demand by the RFSB, pay to RFSB an amount in cash in the manner as set out in Section 2.3 of this announcement. However, there can be no assurance that RFSB will be able to successfully procure Kong to pay the balances of such shortfall in cash.

5.4 Dependency on key personnel

Pursuant to the Proposed Acquisitions, the Group will, to a certain extent, be relying on the continued involvement of Kong and Liaw as the founder-managers of the Target Group as well as the operational and recruitment teams within the Target Group. The loss of any key personnel may adversely affect the enlarged Group's business. Therefore, the Group has/will put in place the measures such as contractual lock-in of key personnel, service agreements and non-compete undertakings, equity alignment through Consideration Shares, integration with the Group's management bench and talent retention policies, to mitigate the risk of dependency on key personnel of the Target Group. However, there is no assurance that the loss of these personnel will not have a material adverse effect on the Group's business, financial performance and prospects.

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6. EFFECTS OF THE PROPOSED ACQUISITIONS

6.1 Share capital and substantial shareholders' shareholdings

The proforma effect of the Proposed Acquisitions on the Company's share capital is as follows:

	Number of shares	RM
Issued share capital as at the LPD	404,159,253	107,113,856
Issuance of the Consideration Shares	15,428,000	(1) 10,799,600
Enlarged issued share capital	419,587,253	117,913,456

Note:

(1) Computed based on the issue price of RM0.70 per Consideration Share.

6.2 Net assets ("NA") per Share and gearing

The pro forma effects of the Proposed Acquisitions on the NA and gearing of the Company, based on the audited consolidated statement of financial position of the Group as at 31 December 2025 and assuming that the Proposed Acquisitions had been effected on that date, are as follows:

	(Audited) As at 31 December 2025 (RM'000)	Subsequent events up to the LPD (RM'000)	After the Proposed Acquisitions (RM'000)
Share capital	97,434	107,114	117,913
Merger deficit	(1,074)	(1,074)	(1,074)
Foreign currency translation reserve	35	35	35
Fair value reserve	(5,487)	(5,487)	(5,487)
Employee share-based reserves	105	105	105
Retained earnings	50,343	50,343	(1) 49,603
NA attributable to owners of the Company	141,356	151,036	161,095
Non-controlling interests	4,382	4,382	4,382
Total equity	145,738	155,418	165,477
Number of Shares in issue ('000)	392,305	404,159	419,587
NA per Share (RM) (2)	0.36	0.37	0.38
Total lease liabilities	1,084	1,084	1,084
Total borrowings	31,600	31,600	31,600
Less: Fixed deposit and bank balances	(49,350)	(49,350)	(3) (45,750)
Net cash	(16,666)	(16,666)	(13,066)
Gearing (times)	N/A	N/A	N/A

Notes:

N/A Not applicable in view that it is in a net cash position.

(1) After taking into consideration the estimated expenses in relation to the Proposed Acquisitions of approximately RM0.74 million.

(2) Computed based on the NA divided by the number of Shares in issue.

(3) After taking into consideration the Cash Consideration of RM3.60 million.

6.3 Substantial shareholders' shareholdings

The pro forma effects of the Proposed Acquisitions on the substantial shareholders' shareholdings in the Company are as follows:

Substantial shareholders	As at the LPD				After the Proposed Acquisitions
	Direct		Indirect		Direct		Indirect
	No. of shares	(1)%	No. of shares	(1)%	No. of shares	(2)%	No. of shares	(2)%
Datuk Wira Ts. Tan Chee Seng	78,507,608	19.42	(3) 3,850,000	0.95	78,507,608	18.71	(3) 3,850,000	0.92
Liew Yu Hoe	20,679,405	5.12	-	-	20,679,405	4.93	-	-
Tan Sri Dr. Lim Wee Chai	19,240,000	4.76	-	-	19,240,000	4.59	-	-
Urusharta Jamaah Sdn Bhd	25,941,000	6.42	-	-	25,941,000	6.18	-	-

Notes:
(1) Computed based on total number of issued Shares of 404,159,253 as at the LPD.
(2) Computed based on total number of issued Shares of 419,587,253 after the Proposed Acquisitions.
(3) Deemed interested by virtue of the shares held by his spouse pursuant to Section 8 of the Act.

6.4 Earnings and EPS

For illustration purposes only, based on the audited consolidated financial statements of the Group for the FYE 2025 and assuming that the Proposed Acquisitions had been effected on 1 January 2025, the pro forma effects of the Proposed Acquisitions on the consolidated earnings of the Group and EPS, as the case may be, are as follows:

	(Audited) FYE 2025 RM'000	After the Proposed Acquisitions RM'000
PAT attributable to owners (“PATAMI”) of the Company	17,743	17,743
Add:
- PATAMI (assuming 60.00% equity interest) of the IHSB Group for FYE 2025	-	(1) 759
- PATAMI (assuming 60.00% profit entitlement) of API for FYE 2025	-	(2) 61
Less:
- Estimated expenses in relation to the Proposed Acquisitions	-	(740)
Pro forma PATAMI of the Company	17,743	17,823
Number of Shares in issue (‘000)	392,305	(3) 407,733
Pro forma EPS (sen) (4)	4.52	4.37

Notes:

(1) Computed based on the aggregate audited PAT of the IGSB for the 18-months FPE 31 December 2025 of approximately RM1.19 million and audited PAT of the CariJob for the 9-months FPE 31 December 2025 of approximately RM0.08 million

(2) Computed based on audited PAT of the API for the 18-months FPE 31 December 2025 of approximately RM0.10 million.

(3) After taking into consideration the issuance of 15,428,000 Consideration Shares after the Proposed Acquisitions.

(4) Computed based on Pro forma PATAMI of the Company divided by number of Shares in issue.

Barring any unforeseen circumstances, the Company believes that the future performance of the Target Group is expected to contribute positively to the Group's future earnings.

6.5 Convertible securities

As at the LPD, save for 102,301,835 outstanding Warrants, the Company does not have any other convertible securities in issue.

In accordance to the deed poll dated 10 February 2023 constituting the Warrants, the issuance of Consideration Shares arising from the Proposed Acquisitions will not give rise to any adjustment to the exercise price or number of outstanding Warrants.

HIGHEST PERCENTAGE RATIO APPLICABLE

The highest percentage ratio applicable to the Proposed Acquisitions pursuant to Rule 10.02(g) of the Listing Requirements is approximately 10.19%, computed based on Purchase Consideration over the NA of the Company as at the LTD.

APPROVALS REQUIRED

The Proposed Acquisitions are subject to the following approval/consent being obtained:

(i) Bursa Securities for the listing and quotation of the Consideration Shares; and
(ii) Financiers of IGSB for the change of shareholders of IGSB.

For information purposes, as mentioned in Section 7 of this announcement, the highest percentage ratio applicable to the Proposed Acquisitions pursuant to Rule 10.02(g) of the Listing Requirements is 10.19% computed based on Purchase Consideration over the NA of the Company as at the LTD. Premised on this, the Proposed Acquisitions are not subject to the approval of the shareholders of Ramssol. In addition, where the Consideration Shares are allotted under existing General Mandate, and if issued thereafter, upon a new Mandate to be obtained by the Company at its next AGM, the issuance of the Consideration Shares will not require the approval of the shareholders of the Company.

The Proposed Acquisition of IHSB and the Proposed Acquisition of API are inter-conditional.

The Proposed Acquisitions are not conditional upon any other corporate exercises undertaken or to be undertaken by the Company.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED WITH THEM

None of the directors, major shareholders and/or chief executive of the Company as well as persons connected with them have any interest, direct or indirect, in the Proposed Acquisitions.

DIRECTORS' STATEMENT

The Board, after having considered all aspects of the Proposed Acquisitions including but not limited to the salient terms of the IHSB SSA, API SSA, IHSB Shareholders' Agreement and API Shareholders' Agreement, the basis and justification for the Purchase Consideration, rationale and benefits of the Proposed Acquisitions, risk factors in relation to the Proposed Acquisitions, the prospects of the enlarged Group as well as the effects of the Proposed Acquisitions, is of the opinion that the Proposed Acquisitions are in the best interest of the Company.

ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to all relevant approvals set out in Section 8 of this announcement being obtained and the fulfilment of all the conditions precedents set out in the IHSB SSA and API SSA, the Board expects the Proposed Acquisitions to be completed by the third quarter of 2026.

ADVISER

TA Securities has been appointed as the Principal Adviser for the Proposed Acquisitions.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the IHSB SSA, API SSA, IHSB Shareholders' Agreement and API Shareholders' Agreement are available for inspection at the registered office of the Company at Level 13, Menara 1 Sentrum, 201, Jalan Tun Sambanthan, Brickfields 50470 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 3 June 2026.

APPENDIX I

SALIENT TERMS OF THE IHSB SSA

Sale and Purchase of IHSB Sale Shares

On the terms and subject to the conditions of the IHSB SSA, Kong agrees to sell the IHSB Sale Shares and RFSB agrees to purchase the IHSB Sale Shares from Kong.

The IHSB Sale Shares shall be sold by Kong to RFSB free from all encumbrances and with full legal and beneficial title, and with all rights and advantages attaching thereto (including all dividends and distributions (if any) declared, made or paid in respect thereof) with effect from the completion of the IHSB SSA.

Purchase Consideration of IHSB Sale Shares

The sale and purchase consideration for the IHSB Sale Shares is RM13,248,000.00, to be satisfied partly in cash and partly by the issuance of new ordinary shares in the share capital of Ramssol.

Manner of Payment

The purchase consideration of IHSB Sale Shares shall be satisfied by RFSB on the IHSB Closing Date (as defined below), subject to the fulfilment by Kong of all his closing obligations in the IHSB SSA, in accordance with the following manner:

(a) a cash sum of RM3,312,000.00 being the agreed part payment of the purchase consideration for completion of the sale and purchase of the IHSB Sale Shares, to be paid by RFSB to Kong; and
(b) balance sum of RM9,936,000.00 to be satisfied by the allotment and issuance of approximately 14,194,000 Ramssol Shares (rounded to the nearest thousand) at an issue price of RM0.70 per Ramssol Share.

Profit Guarantee

Kong hereby irrevocably and unconditionally guarantees and undertakes to RFSB that:

(a) the audited consolidated PAT of the IHSB Group for the financial year ending 31 December 2026 shall not be less than RM2,760,000; and
(b) the audited consolidated PAT of the IHSB Group for the financial year ending 31 December 2027 shall not be less than RM4,600,000,

in each case as determined in accordance with the applicable audit and prepared in accordance with Malaysian Financial Reporting Standards ("MFRS") and consistently applied accounting policies.

In the event that the aggregated audited consolidated PAT of the IHSB Group for the First Profit Guarantee Period and the Second Profit Guarantee Period is less than the IHSB Guaranteed Profit, Kong shall, within 14 business days from the date of receiving a written demand issued by RFSB, pay to RFSB the IHSB Group Shortfall Payment calculated as follows:

$$
\text{IHSB Group Shortfall Payment} = 60\% \times \text{(IHSB Group Guaranteed Profit - aggregated audited consolidated PAT of the IHSB Group for the Profit Guarantee Period)}
$$

APPENDIX I

SALIENT TERMS OF THE IHSB SSA (Cont'd)

Notwithstanding the above, it was agreed that:

(i) in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API equals to or exceed RM3.00 million for the First Profit Guarantee Period, the IHSB Group Guaranteed Profit for the First Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB;

(ii) in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API equals to or exceed RM5.00 million for the Second Profit Guarantee Period, the IHSB Group Guaranteed Profit for the Second Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB; and

(iii) the IHSB Group Guaranteed Profit shall be cumulative whereby in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API for the Profit Guarantee Period equals to or exceeds RM8.00 million, the Guaranteed Profit shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB.

5. Inter-conditionality

The completion of the IHSB SSA and API SSA are mutually inter-conditional, and that neither shall be deemed completed unless both are completed on the same closing date. In the event that the API SSA is terminated or does not proceed to completion for any reason whatsoever, RFSB shall be entitled at its sole discretion to terminate the IHSB SSA by giving a notice of termination to Kong, without any liability whatsoever on its part.

6. Conditions Precedent

The obligations of the parties set out in the IHSB SSA are conditional upon the fulfilment of the following conditions, unless specifically waived by RFSB, by the cut-off date:

(a) the IHSB Group and Kong obtained and maintained all material approvals, consents and authorisations which are essential for IHSB Group to lawfully carry on its business in substantially the same manner as conducted as at the date of the IHSB SSA, the approvals of the board of directors and shareholders (if applicable) for the consummation of the transactions contemplated under the IHSB SSA that are necessary to ensure the validity, legality, enforceability and due execution of the IHSB SSA and for the transactions contemplated under the IHSB SSA;

(b) finalisation and execution of the IHSB Shareholders' Agreement;

(d) approval by the Company's board of directors' on the Proposed Acquisition of IHSB;

(e) the written consent from AmBank (M) Berhad for the change in shareholders of IGSB pursuant to the relevant facilities agreement; and

(f) the warranties provided by Kong being true, accurate and not misleading in all material respect as at the date of the IHSB SSA and the IHSB Closing Date (as defined below).

APPENDIX I

SALIENT TERMS OF THE IHSB SSA (Cont'd)

7. Closing

Subject to fulfilment or waiver of the conditions precedent in the IHSB SSA, completion of the sale and purchase of the IHSB Sale Shares shall take place on such date as may be mutually agreed by the parties in writing but no later than 7 days from the date the last condition precedent is satisfied or such other date as the parties may agree in writing ("IHSB Closing Date").

On the IHSB Closing Date, the parties shall comply with all their agreed obligations including, among others, delivering executed share transfer forms, share certificates (if applicable), relevant board of directors' resolutions in relation to the Proposed Acquisition of IHSB, the necessary financial and accounting books and records of the IHSB Group, and the board of directors' resolution of RFSB and the Company approving the transactions contemplated under the IHSB SSA. On the IHSB Closing Date and subject to such compliance by Kong to the satisfaction of RFSB, RFSB shall pay the agreed Cash Consideration in the IHSB SSA to Kong and shall procure that the Company issue allot and issue such number of Consideration Shares in accordance with the IHSB SSA within 8 market days from the IHSB Closing Date.

If either party fails to comply with any of its closing obligations, the other party shall be entitled (in addition to and without prejudice to all other rights or remedies available including the right to claim damages or compensation from the first party by reason of any such breach or non-fulfilment) to give a notice of termination to terminate the IHSB SSA, to proceed to effect closing of the IHSB SSA having regard to the defaults which have occurred or to fix a new date for closing not being more than 20 business days from the agreed date for closing.

Following the IHSB Closing Date, the parties agree and undertake that they shall do or cause to be done all acts and things and execute or cause to be executed all documentations, and obtain or cause to be obtained all approvals and consents required (if any), which are necessary to effect the registration of the transfer of the IHSB Sale Shares in the name of RFSB and the allotment and issuance of the Consideration Shares in the name of Kong (or his nominee).

8. Termination

The IHSB SSA shall remain in full force unless terminated in accordance with its terms or by mutual written agreement between the parties.

Kong may, at any time while a default subsists, give a notice of termination to RFSB in the event RFSB fails, neglects or refuses to satisfy the Purchase Consideration to Kong in accordance with the provisions of the IHSB SSA or is otherwise in material breach of its obligations under the IHSB SSA and which, if capable of rectification, has not been rectified by RFSB within 7 days, or such longer period as may be mutually agreed between the parties, of being so requested to do by Kong.

Prior to completion, RFSB may at any time while a default subsists and if capable of rectification, has not been rectified by Kong within 7 days or such longer period as may be mutually agreed between the parties, of being so requested to do so by RFSB, terminate the IHSB SSA by giving a notice of termination to Kong in the event Kong fails, neglects or refuses to (a) complete the sale and purchase of IHSB Sale Shares in accordance with the IHSB SSA; or (b) perform or comply with any of his obligations, undertakings and covenants in the IHSB SSA.

Either party may terminate the IHSB SSA prior to completion upon the occurrence of insolvency-related events affecting the other party, the Company or the IHSB Group.

Upon termination of the IHSB SSA:

(a) all documents, records and other information pursuant to or in connection with the IHSB SSA shall be returned to the relevant party; and

(b) all monies paid by RFSB pursuant to the terms of the IHSB SSA shall be refunded by Kong free of interest.

APPENDIX II

SALIENT TERMS OF THE IHSB SHAREHOLDERS' AGREEMENT

The salient terms of the IHSB Shareholders' Agreement are as follows:

Business

The shareholders of IHSB agree that IHSB shall carry on the business of holding company and provision of consultancy services, and subject to approval of reserved matters and the terms of the IHSB Shareholders' Agreement, such other businesses as may from time to time to be agreed on by the board of directors of IHSB ("IHSB Board").

Dividend Policy

Declaration of any dividends shall be subject to the discretion of the IHSB Board after due provisions have been made for income tax, business plans and working capital requirements of IHSB. For the avoidance of doubt, RFSB shall have the right to determine the timing and quantum of any dividend declaration and that no dividend shall be declared whether at IHSB's level or at the subsidiaries level for the period during which Kong is required to meet the IHSB Guaranteed Profit.

Composition of Board

The IHSB Board shall consist of 5 directors which shall comprise of 2 directors to be appointed by Kong and 3 directors to be appointed by RFSB.

Reserved Matters

RFSB and Kong undertake that none of the matters set out below shall be taken by IHSB unless with the prior written approval of RFSB:

(a) any change in the nature and/or scope of the business of IHSB;

(b) the dissolution, liquidation, or winding-up of IHSB;

(d) any increase in the share capital of IHSB or the issue or grant of any option over the unissued share capital of IHSB or the issue of any new class of shares in the capital of IHSB or the issuing of any convertible securities by IHSB;

(e) any repurchase, cancellation or redemption of the IHSB's share capital or any reduction, consolidation, subdivision or reclassification or other alteration of its capital structure;

(f) the exercise of the borrowing powers of IHSB, other than borrowings approved in the annual budget. In the absence of an annual budget, the exercise of the borrowing powers of the IHSB that is more than RM100,000.00;

(g) the creation of any mortgage, charge or other encumbrance over IHSB's property;

(h) IHSB entering into, or varying, or waiving any breach of, or discharge of any liability under, or terminating, any contract or arrangement (whether legally binding or not) with any of its related corporations;

(i) the declaration or payment of any dividends or other distribution of profits of IHSB (whether in cash or in specie);

(j) any amalgamation or reconstruction of IHSB, or any merger of IHSB with any corporation, firm or other body

APPENDIX II

SALIENT TERMS OF THE IHSB SHAREHOLDERS' AGREEMENT (Cont'd)

(k) any disposal or the acquisition of, or investment in, any undertaking, assets (including, without limitation, copyright, trademarks, service marks, patents or other intellectual property rights and any interest in any land or real property) or shares or other equity interests by IHSB;

(l) the commencement, defence or settlement by IHSB of any litigation, arbitration or administrative proceedings other than as plaintiff in the collection of debts arising in the ordinary course of business;

(m) the appointment or removal of, or change in, the auditors of IHSB;

(n) the grant by IHSB of any power of attorney;

(o) the establishment of any committee of the IHSB Board, and delegation of any powers of the IHSB Board to any such committee;

(p) any public offering or listing or quotation of the shares or other equity of IHSB on any stock exchange;

(q) the provision of any credit, or the making of any loan (including any loans to the shareholders) or advance to, or for, any person, company or body, other than by way of deposit of moneys with a bank or other financial institution;

(r) the exercise of IHSB's powers to provide guarantees or indemnities;

(s) the approval of the annual budget and/or business plan (including any amendments, modifications, addendum or additions thereto) of IHSB;

(t) the approval of the audited financial statements (including any amendments, modifications, addendum or additions thereto) of IHSB;

(u) the incurring by IHSB of any capital expenditure (including the acquisition of any undertaking or asset whether under lease or hire purchase or otherwise) other than capital expenditure approved in the annual budget. In the absence of an annual budget, the incurring by IHSB of any capital expenditure that is more than RM100,000.00;

(v) the appointment of or any subsequent change in the key or senior personnel of IHSB;

(w) the approval of the remuneration (including salary, allowances and benefits) of any key or senior personnel of IHSB;

(x) the establishment of any branch or representative office of IHSB, or the entry by IHSB into any partnership or joint venture or co-operation agreement with any other party;

(y) the adoption of, or any significant change in, the accounting policies of IHSB, other than as required by law or accounting policies generally accepted in Malaysia from time to time; and

(z) the change of or the adoption of any policy on financial matters (such as significant change of accounting policies and basis, depreciation practices and directors' fees and remuneration).

Any of the above action taken by IHSB without the prior written approval of RFSB shall be deemed null and void and IHSB shall take all necessary steps to unwind such action.

APPENDIX II

SALIENT TERMS OF THE IHSB SHAREHOLDERS' AGREEMENT (Cont'd)

5. Termination

A shareholder shall be deemed a defaulting shareholder upon the occurrence of the following events:

(a) commits any material breach of any of its obligations under the IHSB Shareholders' Agreement and fails to take appropriate steps to remedy (if capable of remedy) within 21 days after being given notice to do so by the non-defaulting shareholder;

(b) assigns, transfer or disposes of its shares in IHSB in violation of the terms and conditions of IHSB Shareholders' Agreement; or

(d) becomes bankrupt or insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as they fall due.

Following a default, the non-defaulting shareholder may issue a default sale notice to the defaulting shareholder, whereupon the defaulting shareholder is deemed to have offered all its shares for sale to the non-defaulting shareholder at a purchase price equivalent to fifty per cent (50%) of the fair value of such shares, or RM1.00 where the fair value is zero or negative. The non-defaulting shareholder may within 30 days from receipt of the default sale notice, elect to purchase all of the shares or require the shares to be offered proportionately to all existing non-defaulting shareholders based on their respective shareholding percentages.

If the non-defaulting shareholder does not elect to purchase all of the shares offered or the shares are not fully taken up by the non-defaulting shareholder, the remaining shares may either be acquired by the other non-defaulting shareholder or offered for sale to third parties nominated by the non-defaulting shareholder at the same purchase price, and the remaining shareholders shall be deemed to have consented to such transfer.

Following termination of the IHSB Shareholders' Agreement, none of the parties will have any further rights or obligations under the IHSB Shareholders' Agreement except for rights and obligations expressed to survive termination and rights or obligations accrued prior to termination.

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APPENDIX III

SALIENT TERMS OF THE API SSA

The salient terms of the API SSA are as follows:

Sale and Purchase of API Sale Shares

On the terms and subject to the conditions of the API SSA, Liaw agrees to sell the API Sale Shares and RFSB agrees to purchase the API Sale Shares from Liaw.

The API Sale Shares shall be sold by Liaw to RFSB free from all encumbrances and with full legal and beneficial title, and with all rights and advantages attaching thereto (including all dividends and distributions (if any) declared, made or paid in respect thereof) with effect from the completion of the API SSA.

Purchase Consideration of API Sale Shares

The sale and purchase consideration for the API Sale Shares is RM1,152,000.00, to be satisfied partly in cash and partly by the issuance of new ordinary shares in the share capital of Ramssol.

Manner of Payment

The purchase consideration of API Sale Shares shall be satisfied by RFSB on the API Closing Date (as defined below), subject to the fulfilment by Liaw of all her closing obligations in the API SSA, in accordance with the following manner:

(a) a cash sum of RM288,000.00 being the agreed part payment of the purchase consideration for completion of the sale and purchase of the API Sale Shares, to be paid by RFSB to Liaw; and

(b) balance sum of RM864,000.00 to be satisfied by the allotment and issuance of 1,234,000 Ramssol Shares (rounded to the nearest thousand) at an issue price of RM0.70 per Ramssol Share.

Profit Guarantee

Kong, as guarantor under the API SSA, hereby irrevocably and unconditionally guarantee and undertakes to RFSB that:

(a) the audited PAT of API for the First Profit Guarantee Period shall not be less than RM240,000.00; and

(b) the audited PAT of API for the Second Profit Guarantee Period shall not be less than RM400,000.00,

in each case as determined in accordance with the applicable audit and prepared in accordance with MFRS and consistently applied accounting policies.

In the event that the aggregated audited PAT of API for the First Profit Guarantee Period and the Second Profit Guarantee Period is less than the API Guaranteed Profit, Kong shall, within 14 business days from the date of receiving a written demand by RFSB, pay to RFSB the API Shortfall Payment calculated as follows:

API Shortfall Payment = 60% x (API Guaranteed Profit – aggregated audited PAT of the API for the Profit Guarantee Period)

APPENDIX III

SALIENT TERMS OF THE API SSA (Cont'd)

Notwithstanding the above, it was agreed that:

(iv) in the event that the aggregated audited PAT of API and the consolidated audited PAT of the IHSB Group equals to or exceed RM3.00 million for the First Profit Guarantee Period, the API Guaranteed Profit for the First Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB;

(v) in the event that the aggregated audited PAT of API and the consolidated audited PAT of the IHSB Group equals to or exceed RM5.00 million for the Second Profit Guarantee Period, the API Guaranteed Profit for Second Profit Guarantee Period shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB; and

(vi) the API Guaranteed Profit shall be cumulative whereby in the event that the aggregated audited consolidated PAT of the IHSB Group and the audited PAT of API for the Profit Guarantee Period equals to or exceeds RM8.00 million, the Guaranteed Profit shall be deemed satisfied and Kong shall not be liable to pay any Shortfall Payment to RFSB.

5. Inter-conditionality

The completion of the API SSA and IHSB SSA are mutually inter-conditional, and that neither shall be deemed completed unless both are completed on the same closing date. In the event that the IHSB SSA is terminated or does not proceed to completion for any reason whatsoever, RFSB shall be entitled at its sole discretion to terminate the API SSA by giving a notice of termination to the Liaw, without any liability whatsoever on its part.

6. Conditions Precedent

The obligations of the parties set out in the API SSA are conditional upon the fulfilment of the following conditions, unless specifically waived by RFSB, by the cut-off date:

(a) API and Liaw obtained and maintained all material approvals, consents and authorisations which are essential for API to lawfully carry on its business in substantially the same manner as conducted as at the date of the API SSA, the approvals of the board of directors and shareholders (if applicable) for the consummation of the transactions contemplated under the IHSB SSA that are necessary to ensure the validity, legality, enforceability and due execution of the IHSB SSA and for the transactions contemplated under the API SSA;

(b) finalisation and execution of the API Shareholders' Agreement;

(d) approval by the Board on the Proposed Acquisition of API;

(e) the warranties provided by Liaw being true, accurate and not misleading in all material respect as at the date of the API SSA and the API Closing Date (as defined below).

7. Closing

Subject to fulfilment or waiver of the conditions precedent in the API SSA, completion of the sale and purchase of the API Sale Shares shall take place on such date as may be mutually agreed by the parties in writing but no later than 7 days from the date the last condition precedent is satisfied or such other date as the parties may agree in writing ("API Closing Date").

APPENDIX III

SALIENT TERMS OF THE API SSA (Cont'd)

On the API Closing Date, the parties shall comply with all their agreed obligations including, among others, delivering executed share transfer forms, share certificates (if applicable), relevant board of directors' resolutions in relation to the Proposed Acquisition of API, the necessary financial and accounting books and records of API, and the board of directors' resolution of RFSB and the Company for the approving the transactions contemplated under the API SSA. On the API Closing Date and subject to such compliance by Liaw to the satisfaction of RFSB, RFSB shall pay the Cash Consideration in the API SSA to Liaw and shall procure that the Company allot and issue such number of Consideration Shares in accordance with the API SSA within 8 market days from the API Closing Date.

If either party fails to comply with any of its closing obligations, the other party shall be entitled (in addition to and without prejudice to all other rights or remedies available including the right to claim damages or compensation from the first party by reason of any such breach or non-fulfilment) to give a notice of termination to terminate the API SSA, to proceed to effect closing of the API SSA having regard to the defaults which have occurred or to fix a new date for closing not being more than 20 business days from the agreed date for closing.

Following the API Closing Date, the parties agree and undertake that they shall do or cause to be done all acts and things and execute or cause to be executed all documentations, and obtain or cause to be obtained all approvals and consents required (if any), which are necessary to effect the registration of the transfer of the API Sale Shares in the name of RFSB and the allotment and issuance of the Consideration Shares in the name of Liaw (or his nominee).

8. Termination

The API SSA shall remain in full force unless terminated in accordance with its terms or by mutual written agreement between the parties.

Liaw may, at any time while a default subsists, give a notice of termination to RFSB in the event RFSB fails, neglects or refuses to satisfy the Purchase Consideration to Liaw in accordance with the provisions of the API SSA or is otherwise in material breach of its obligations under the API SSA and which, if capable of rectification, has not been rectified by RFSB within 7 days, or such longer period as may be mutually agreed between the parties, of being so requested to do by Liaw.

Prior to completion, RFSB may at any time while a default subsists and if capable of rectification, has not been rectified by Liaw within 7 days or such longer period as may be mutually agreed between the parties, of being so requested to do so by RFSB, terminate the API SSA by giving a notice of termination to Liaw in the event Liaw fail, neglect or refuse to (a) complete the sale and purchase of API Sale Shares in accordance with the API SSA; or (b) perform or comply with any of its obligations, undertakings and covenants in the API SSA.

Either party may terminate the API SSA prior to completion upon the occurrence of insolvency-related events affecting the other party, the Company or the API.

Upon termination of the API SSA,

(a) all documents, records and other information pursuant to or in connection with the API SSA shall be returned to the relevant party; and

(b) all monies paid by RFSB pursuant to the terms of the API SSA shall be refunded by Liaw free of interest.

APPENDIX IV

SALIENT TERMS OF THE API SHAREHOLDERS' AGREEMENT

The salient terms of the API Shareholders' Agreement are as follows:

Business

The shareholders of API agree that API shall carry on the business of private employment agency and placement of employees, and subject to approval of reserved matters and the terms of the API Shareholders' Agreement, such other businesses as may from time to time to be agreed on by the board of directors of API ("API Board").

Dividend Policy

Declaration of any dividends shall be subject to the discretion of the API Board after due provisions have been made for income tax, business plans and working capital requirements of the API. For the avoidance of doubt, RFSB shall have the right to determine the timing and quantum of any dividend declaration and that no dividend shall be declared whether at API's level or at the subsidiaries level (if applicable) for the period during which Kong and Liaw are required to meet the API Guaranteed Profit.

Distribution Waterfall

Subject to applicable laws and solvency requirements, any distribution of dividends or other distributions of any nature shall be applied in the following order:

(a) sixty per cent (60%) of the total dividends declared or distributions to RFSB; and
(b) remaining forty per cent (40%) of the dividends or distributions to be shared among the other shareholders (excluding RFSB) in proportion to their respective shareholding percentages of the respective shareholders at that time ("Shareholding Percentage"),

For avoidance of doubt, the above applies irrespective of the Shareholding Percentages held by the shareholders.

Composition of Board

The API Board shall consist of 5 directors which shall comprise of 1 director to be Liaw or a person nominated by Liaw, 1 director to be Kong or such person nominated by Kong and 3 directors to be appointed by RFSB.

Reserved Matters

The shareholders of API undertake that none of the matters set out below shall be taken by API unless with the prior written approval of RFSB:

(aa) any change in the nature and/or scope of the business of API;
(bb) the dissolution, liquidation, or winding-up of API;
(cc) any amendment to the constitution of API;
(dd) any increase in the share capital of API or the issue or grant of any option over the unissued share capital of API or the issue of any new class of shares in the capital of API or the issuing of any convertible securities by API;
(ee) any repurchase, cancellation or redemption of API's share capital or any reduction, consolidation, subdivision or reclassification or other alteration of its capital structure;

APPENDIX IV

SALIENT TERMS OF THE API SHAREHOLDERS' AGREEMENT (Cont'd)

(ff) the exercise of the borrowing powers of API, other than borrowings approved in the annual budget. In the absence of an annual budget, the exercise of the borrowing powers of the API that is more than RM100,000.00;

(gg) the creation of any mortgage, charge or other encumbrance over API's property;

(hh) API entering into, or varying, or waiving any breach of, or discharge of any liability under, or terminating, any contract or arrangement (whether legally binding or not) with any of its related corporations;

(ii) the declaration or payment of any dividends or other distribution of profits of API (whether in cash or in specie);

(jj) any amalgamation or reconstruction of API, or any merger of API with any corporation, firm or other body;

(kk) any disposal or the acquisition of, or investment in, any undertaking, assets (including, without limitation, copyright, trademarks, service marks, patents or other intellectual property rights and any interest in any land or real property) or shares or other equity interests by API;

(ll) the commencement, defence or settlement by API of any litigation, arbitration or administrative proceedings other than as plaintiff in the collection of debts arising in the ordinary course of business;

(mm) the appointment or removal of, or change in, the auditors of API;

(nn) the grant by API of any power of attorney;

(oo) the establishment of any committee of the API Board, and delegation of any powers of the API Board to any such committee;

(pp) any public offering or listing or quotation of the shares or other equity of API on any stock exchange;

(qq) the provision of any credit, or the making of any loan (including any loans to the shareholders) or advance to, or for, any person, company or body, other than by way of deposit of moneys with a bank or other financial institution;

(rr) the exercise of API's powers to provide guarantees or indemnities;

(ss) the approval of the annual budget and/or business plan (including any amendments, modifications, addendum or additions thereto) of API;

(tt) the approval of the audited financial statements (including any amendments, modifications, addendum or additions thereto) of API;

(uu) the incurring by API of any capital expenditure (including the acquisition of any undertaking or asset whether under lease or hire purchase or otherwise) other than capital expenditure approved in the annual budget. In the absence of an annual budget, the incurring by API of any capital expenditure that is more than RM100,000.00;

(vv) the appointment of or any subsequent change in the key or senior personnel of API;

(ww) the approval of the remuneration (including salary, allowances and benefits) of any key or senior personnel of API;

(xx) the establishment of any branch or representative office of API, or the entry by API into any partnership or joint venture or co-operation agreement with any other party;

APPENDIX IV

SALIENT TERMS OF THE API SHAREHOLDERS' AGREEMENT (Cont'd)

(yy) the adoption of, or any significant change in, the accounting policies of API, other than as required by law or accounting policies generally accepted in Malaysia from time to time; and
(zz) the change of or the adoption of any policy on financial matters (such as significant change of accounting policies and basis, depreciation practices and directors' fees and remuneration).

Any of the above action taken by API without the prior written approval of RFSB shall be deemed null and void and API shall take all necessary steps to unwind such action.

6. Termination

A shareholder shall be deemed a defaulting shareholder upon the occurrence of the following events:

(a) commits any material breach of any of its obligations under the API Shareholders' Agreement and fails to take appropriate steps to remedy (if capable of remedy) within 21 days after being given notice to do so by the non-defaulting shareholders;
(b) assigns, transfer or disposes of its shares in API in violation of the terms and conditions of API Shareholders' Agreement; or
(c) goes into liquidation, whether compulsory or voluntary; or
(d) becomes bankrupt or insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as they fall due.

Following a default, the non-defaulting shareholder may issue a default sale notice to the defaulting shareholder, whereupon the defaulting shareholder is deemed to have offered all its shares for sale to the non-defaulting shareholder at a purchase price equivalent to fifty per cent (50%) of the fair value of such shares, or RM1.00 where the fair value is zero or negative. The non-defaulting shareholder may within thirty (30) days from receipt of the default sale notice, elect to purchase all of the shares or require the shares to be offered proportionately to all existing non-defaulting shareholders based on their respective shareholding percentages.

Following termination of the API Shareholders' Agreement, none of the parties will have any further rights or obligations under the API Shareholders' Agreement except for rights and obligations expressed to survive termination and rights or obligations accrued prior to termination.

APPENDIX V

INFORMATION ON IGSB

1. FINANCIAL INFORMATION

A summary of key financial information of IGSB based on its audited financial statements for the FYE 30 June 2023, FYE 30 June 2024 and 18-months FPE 31 December 2025 are as follows:

	Audited
	FYE 30 June 2023 (RM'000)	FYE 30 June 2024 (RM'000)	FPE 31 December 2025 (RM'000)
Revenue	3,571	4,427	10,922
Profit before tax (“PBT”)	8	21	1,555
(Loss)/Profit after tax (“(LAT)/PAT”)	(4)	19	1,186
Share capital	560	560	1,159
Total equity / NA	624	643	2,428
Total assets	2,991	4,287	5,543
Total liabilities	2,367	3,644	3,115
Number of ordinary shares in issue (‘000)	560	560	1,159
Total borrowings (including lease liabilities)	1,903	2,628	2,366
Current assets	863	1,646	2,822
Current liabilities	579	1,251	1,000
PBT margin (%) (1)	0.22	0.47	14.24
PAT margin (%) (2)	-	0.43	10.86
NA per share (RM) (3)	1.11	1.15	2.09
Basic (loss)/earnings per share (sen) (4)	(0.71)	3.39	102.33
Current ratio (times) (5)	1.49	1.32	2.82
Gearing (times) (6)	3.05	4.09	0.97

Notes:

(1) Computed based on PBT divided by revenue.
(2) Computed based on PAT divided by revenue.
(3) Computed based on the NA divided by the number of ordinary shares in issue.
(4) Computed based on (LAT)/PAT divided by number of ordinary shares in issue.
(5) Computed based on current assets divided by current liabilities.
(6) Computed based on total borrowings divided by total equity.

APPENDIX VI

INFORMATION ON CARIJOB

1. FINANCIAL INFORMATION

A summary of key financial information of CariJob based on its audited financial statements for the period from 25 March 2024 (Date of incorporation) to 31 March 2025 ("FPE March 2025") and 9-months FPE 31 December 2025 ("FPE December 2025") are as follows:

	Audited
	FPE March 2025 (RM'000)	FPE December 2025 (RM'000)
Revenue	325	910
PBT	44	130
PAT	32	79
Share capital	1	1,400
Total equity / NA	33	1,510
Total assets	105	1,635
Total liabilities	72	125
Number of ordinary shares in issue ('000)	1	1,400
Total borrowings (including lease liabilities)	-	-
Current assets	98	210
Current liabilities	72	74
PBT margin (%) (1)	13.54	14.29
PAT margin (%) (2)	9.85	8.68
NA per share (RM) (3)	33.00	1.08
EPS (sen) (4)	3,200.00	5.64
Current ratio (times) (5)	1.36	2.84
Gearing (times) (6)	-	-

Notes:

(1) Computed based on PBT divided by revenue.
(2) Computed based on PAT divided by revenue.
(3) Computed based on the NA divided by the number of ordinary shares in issue.
(4) Computed based on PAT divided by number of ordinary shares in issue.
(5) Computed based on current assets divided by current liabilities.
(6) Computed based on total borrowings divided by total equity.

APPENDIX VII

INFORMATION ON API

1. FINANCIAL INFORMATION

A summary of key financial information of API based on its audited financial statements for the FYE 30 June 2023, FYE 30 June 2024 and 18-months FPE 31 December 2025 are as follows:

	Audited
	FYE 30 June 2023 (RM'000)	FYE 30 June 2024 (RM'000)	FPE 31 December 2025 (RM'000)
Revenue	19	48	433
(LBT) / PBT	(14)	(14)	141
(LAT) / PAT	(14)	(14)	102
Share capital	250	250	250
Total equity / NA	217	204	305
Total assets	328	347	406
Total liabilities	111	143	101
Number of ordinary shares in issue ('000)	250	250	250
Total borrowings (including lease liabilities)	-	-	-
Current assets	316	347	342
Current liabilities	110	143	101
PBT margin (%) (1)	-	-	32.56
PAT margin (%) (2)	-	-	23.56
NA per share (RM) (3)	0.87	0.82	1.22
Basic (loss)/earnings per share (sen) (4)	(5.60)	(5.60)	40.80
Current ratio (times) (5)	2.87	2.43	3.39
Gearing (times) (6)	-	-	-

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RAMSSOL GROUP BERHAD — M&A Activity 2026

71344_rns_2026-06-02_469d64c5-4276-46d9-b369-6d8a86f68c8f.pdf

2.1 PROPOSED ACQUISITION OF IHSB

2.1.1 Information on the subsidiaries of IHSB

(i) IGSB

Notes:

2.2 PROPOSED ACQUISITION OF API

Note:

2.3 Profit guarantee

(i) IHSB Group

(ii) API

2.4 Basis of and justification for the Purchase Consideration

2.5 Basis and justification for the issue price of the Consideration Shares

2.6 Source of funds

2.7 Ranking of the Consideration Shares

2.8 Listing and quotation of the Consideration Shares

2.9 Liabilities to be assumed

2.10 Additional financial commitment

2.11 Details of fundraising exercise in the past 12 months

3. RATIONALE AND BENEFITS OF THE PROPOSED ACQUISITIONS

4.3 Prospects of the enlarged Group

5. RISK FACTORS IN RELATION TO THE PROPOSED ACQUISITIONS

5.1 Non-completion risk

5.2 Acquisition risk

6. EFFECTS OF THE PROPOSED ACQUISITIONS

6.1 Share capital and substantial shareholders' shareholdings

6.2 Net assets ("NA") per Share and gearing

6.4 Earnings and EPS

Notes:

6.5 Convertible securities

5. Inter-conditionality

6. Conditions Precedent

7. Closing

8. Termination

SALIENT TERMS OF THE IHSB SHAREHOLDERS' AGREEMENT (Cont'd)

5. Termination

5. Inter-conditionality

6. Conditions Precedent

7. Closing

8. Termination

SALIENT TERMS OF THE API SHAREHOLDERS' AGREEMENT (Cont'd)

SALIENT TERMS OF THE API SHAREHOLDERS' AGREEMENT (Cont'd)

6. Termination

1. FINANCIAL INFORMATION

Notes:

1. FINANCIAL INFORMATION

Notes:

1. FINANCIAL INFORMATION

Notes:

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RAMSSOL GROUP BERHAD M&A Activity 2026