UMS INTEGRATION LIMITED — M&A Activity 2026

Jun 5, 2026

UMS INTEGRATION LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No: 200100340R)

ENTRY INTO MEMORANDUM OF UNDERSTANDING

1. INTRODUCTION

The board of directors ("Board") of UMS Integration Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that it has on 4 June 2026, entered into a non-binding memorandum of understanding ("MOU") with Ms Tran Thanh Van and Mr. Nguyen Trong Dang (collectively, the "Founding Shareholders") in relation to the proposed restructuring and investment in the businesses currently conducted by Viet Nguyen Mechanical Precision Company Limited., Central Metal Mechanical Company Limited and Global Metal Plating Company Limited (collectively, the "Target Businesses") (the "Proposed Transaction").

1.1

The MOU sets out the preliminary understanding between the Company and the Founding Shareholders in respect of the Proposed Transaction, details of which as follows:

(a) the restructuring of the Target Businesses into a newly established company (the "NewCo");
(b) the investment by the Company into the NewCo; and
(c) the development of a long-term strategic partnership to support growth in the semiconductor, precision engineering and related industries.

The Proposed Transaction is subject to, inter alia, the completion of due diligence and the execution of definitive agreements.

Subject to satisfactory due diligence, the completion of the proposed restructuring and the execution of definitive agreements, the Company is expected to hold approximately 51.6% of the equity interest in the NewCo upon completion of the Proposed Transaction, resulting in NewCo becoming a subsidiary of the Company. The final shareholding percentage to be held by the Company may be adjusted depending on the outcome of the due diligence exercise, the final agreed valuation and the definitive transaction structure.

The Proposed Transaction constitutes a non-discloseable transaction under Chapter 10 of the Listing Manual of Singapore Exchange Securities Trading Limited (the "SGX-ST", and the Listing Manual of the SGX-ST, the "Listing Manual").

2. INFORMATION RELATING TO THE PROPOSED TRANSACTION

2.1 Information on the Target Businesses:

The Target Businesses are principally engaged in precision engineering, metal processing and plating operations, supporting the semiconductor and related industries.

The Founding Shareholders currently own and control the Target Businesses and have

---

agreed, in principle, to undertake a restructuring exercise whereby the assets and liabilities of the Target Businesses will be transferred to the NewCo prior to completion of the Proposed Transaction.

2.2 Rationale for the Proposed Transaction

The Proposed Transaction is aligned with the Group's strategic objective of expanding its manufacturing footprint and enhancing its precision engineering capabilities in Southeast Asia.

The Proposed Transaction is expected to strengthen the Group's operational presence in Vietnam, enhance its manufacturing capabilities and create opportunities for business and operational synergies. The Board is of the view that the Proposed Transaction will support the Group's long-term growth objectives and position the Group to better serve customers in the semiconductor, precision engineering and related industries.

The Board believes that, subject to the results of satisfactory due diligence, the Proposed Transaction is in the interests of the Group and the Company's shareholders as a whole.

3. CONSIDERATION FOR THE PROPOSED TRANSACTION

Pursuant to the MOU, the parties have agreed in principle that the Company will invest an aggregate amount of approximately US$3.602 million in the NewCo through the subscription of shares and/or such other structure as may be agreed by the parties.

The parties have also agreed in principle to indicative valuations for the Target Businesses. Such valuations are non-binding and remain subject to review following the completion of legal, financial, operational and tax due diligence. The final valuation and investment structure will be determined and detailed in the Definitive Agreements.

The proposed investment amount was arrived at following arm's length negotiations between the Company and the Founding Shareholders on a willing-buyer willing-seller basis after taking into account, among other things, the assets, business operations and future prospects of the Target Businesses.

The Proposed Transaction is expected to be funded through the Group's internal resources and is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company for the current financial year.

4. INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS

None of the Directors, controlling shareholders of the Company or their associates has any interest, direct or indirect, in the Proposed Transaction (other than through their shareholdings in the Company).

5. FURTHER ANNOUNCEMENTS

If and when the Definitive Agreements are entered into between the Company and the Founding Shareholders, the Company will make further announcements to update shareholders as appropriate.

2

---

1. CAUTIONARY STATEMENT

Shareholders should note that there is no certainty or assurance as at the date of this announcement that the definitive agreements will be entered into or that the Proposed Transaction will materialise. Accordingly, Shareholders are advised to exercise caution when trading in the shares. Persons who are in doubt as to the action they should take should consult their legal, financial, tax or other professional advisers.

1. RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the MOU, the Proposed Transaction, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the announcement in its proper form and context.

BY ORDER OF THE BOARD

Luong Andy
Chief Executive Officer
5 June 2026