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Shareholdings

SHAREHOLDING AND OWNERSHIP STRUCTURE
The Directors and Substantial Shareholders of our Company and their respective shareholdings immediately before and after the Invitation (as at the date of this Offer Document) are summarised below:

Shareholdings

Notes

  1. AVG has two classes of shares, namely, voting ordinary shares and non-voting redeemable preference shares. Each of Dato' Murly, Dato' Seri Nazir Ariff, Dr. Lim Su Kiat and Mr. Lee Peng Cheong hold 63.0%, 20.0%, 7.0%, and 10.0% of the ordinary shares in AVG respectively and 63.6%, 18.7%, 13.9% and 3.8% of the redeemable preference shares in AVG respectively. Each of Dato' Murly and Dato' Seri Nazir Ariff are deemed interested in the Shares of our Company which are held by AVG by virtue of Section 4 of the Securities and Futures Act.

    Pursuant to the Kenanga Facility, 44.1% of our Company's Shares, immediately upon completion of the Restructuring Exercise and the Share Split, which are held by AVG ("AVG Pledged Shares"), and all of the ordinary shares and redeemable preference shares held by Dato' Murly in AVG ("DM Pledged Shares") will be pledged to Kenanga Investment Bank Berhad. Upon the occurrence of an event of default which remains uncured, the outstanding and remaining amounts unpaid under the Kenanga Facility together with interest shall become immediately due and repayable, and proceeds from the disposal of such pledged shares shall be used to repay the Kenanga Facility. The AVG Pledged Shares and the DM Pledged Shares are subject to moratorium as set out in the section entitled "Shareholders – Moratorium" of this Offer Document.

    Dato' Murly has provided a statutory declaration dated 29 May 2017 that, among others, (a) he has not accepted any instruction to act, nor does he act, as a director of our Company, AVG, AV All, its subsidiaries and associated company on behalf of any third parties, (b) he holds legal title, is the registered holder and beneficial owner of his shares held through AVG, in AV All and, as at the date of the statutory declaration and to the best of his knowledge, upon completion of the Restructuring Exercise, our Company ("AV Shares"), (c) he is not holding any AV Shares on behalf of any party, (d) he is not acting as a proxy for any party, and (e) there is no trust arrangement in respect of the AV Shares.

  2. Each of Ideal Force and Mr. Oh Kim Sun are deemed interested in the Shares of our Company which are held by SBK by virtue of Section 4 of the Securities and Futures Act.

    Pursuant to a deed of undertaking dated 15 May 2017, each of the SBK Shareholders have irrevocably undertaken to initiate a corporate process for SBK to distribute the Shares owned by SBK in our Company ("Distributed Shares") to the SBK Shareholders based on their respective shareholding in SBK as at the date of the deed of undertaking. As at the date of their respective undertakings, each of Ideal Force, Mr. Oh Kim Sun, Ms. Choong Kam Peng, Betan Holdings Sdn. Bhd. and Tang & Co Sdn. Bhd. hold approximately 30.0%, 20.0%, 16.7%, 16.7% and 16.7% of the issued share capital of SBK, respectively. Upon the completion of the SBK Distribution, the details of which are as set out in the section entitled "Shareholders – SBK Distribution" of this Offer Document, each of SBK, Ideal Force and Mr. Oh Kim Sun would no longer be considered promoters of our Company under the Catalist Rules, and the mandatory moratorium under the Catalist Rules shall no longer be imposed on SBK and the SBK Shareholders.

  3. As at the date of this Offer Document, SBK has indicated its interest to subscribe for up to 26,000,000 Placement Shares, representing 3.00% of the post-Invitation share capital of our Company.

  4. Pursuant to the Management and Underwriting Agreement and as part of PPCF's fee as the Full Sponsor and Issue Manager, our Company issued and allotted 4,347,900 PPCF Shares at the Issue Price to PPCF, representing approximately 0.63% of the issued and paid-up share capital of our Company immediately prior to the Invitation. After the expiry of the moratorium period as set out in the section entitled "Shareholders – Moratorium" of this Offer Document, PPCF will be disposing its shareholding interest in our Company at its discretion.

Save as disclosed above, there are no relationships among our Directors, Substantial Shareholders and Executive Officers.

As at the Latest Practicable Date, our Company has only one class of shares, being our Shares which are in registered form. There is no restriction on the transfer of fully paid Shares in scripless form except where required by law or the Catalist Rules and as described in the section entitled "Shareholders – Moratorium" of this Offer Document.

The Shares held by our Directors, Chief Executive Officer and Substantial Shareholders do not carry voting rights that are different from the Invitation Shares.

Save as disclosed above, our Directors are not aware of any arrangement, the operation of which may, at a subsequent date, result in a change in control of our Company. There has been no public take-over offer by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or units of business trust which has occurred between 1 January 2016 to the Latest Practicable Date.

Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether jointly or severally by any other corporation, government or person.

Save as disclosed above and in the sections entitled "Restructuring Exercise" and "Share Capital" of this Offer Document, no shares or debentures were issued or agreed to be issued by our Company for cash or for a consideration other than cash since the date of incorporation of our Company and up to the date of lodgement of this Offer Document.

There are no Shares in our Company that are held by or on behalf of our Company or by the subsidiaries of our Company.

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the section entitled "Share Capital" of this Offer Document, there were no significant changes in the percentage of ownership of Shares in our Company within the last three years preceding the Latest Practicable Date.

SBK DISTRIBUTION
As the SBK Shareholders intend to hold and trade directly in the listed Shares of our Company, and the time required to complete the SBK Distribution would not be insubstantial, SBK Shareholders intend to carry out the SBK Distribution after the listing of our Company on Catalist. The shareholdings of the SBK Shareholders in our Company immediately before and after the completion of the SBK Distribution (in the event that SBK subscribes for and is allotted 26,000,000 Placement Shares at the Invitation) are as follows:

Shareholdings

Notes

  1. Mr. Oh Kim Sun is deemed interested in the shares of Ideal Force which is wholly owned by him and his Associates.
  2. Mr. Tan Jing Jeong holds 99.9% of the voting rights in Betan Holdings Sdn. Bhd. and is deemed interested in its shares.
  3. Mr. Tang Quee Huang is deemed interested in the shares of Tang & Co Sdn. Bhd., which is wholly owned by him and his Associates.
  4. Fractional entitlements (if any) may be disregarded.
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