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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS TECHNA-X BERHAD ("TXB" OR "COMPANY") - TERMINATION OF SALE AND PURCHASE AGREEMENT DATED 27 DECEMBER 2021 IN RESPECT OF THE PROPOSED DISPOSAL OF TXB'S ENTIRE 50% EQUITY INTEREST IN HK AEROSPACE BEIDOU NEW ENERGY TECHNOLOGY CO., LIMITED. ("HKAB") FOR A CONSIDERATION OF SGD339,285,000 WHICH FORMS PART OF A REVERSE TAKE-OVER ("RTO") EXERCISE OF CHASWOOD RESOURCES HOLDINGS LTD, A COMPANY LISTED ON THE CATALIST BOARD OF SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("PROPOSED DISPOSAL")

TECHNA-X BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
TECHNA-X BERHAD ("TXB" OR "COMPANY") 

- TERMINATION OF SALE AND PURCHASE AGREEMENT DATED 27 DECEMBER 2021 IN RESPECT OF THE PROPOSED DISPOSAL OF TXB'S ENTIRE 50% EQUITY INTEREST IN HK AEROSPACE BEIDOU NEW ENERGY TECHNOLOGY CO., LIMITED. ("HKAB") FOR A CONSIDERATION OF SGD339,285,000 WHICH FORMS PART OF A REVERSE TAKE-OVER ("RTO") EXERCISE OF CHASWOOD RESOURCES HOLDINGS LTD, A COMPANY LISTED ON THE CATALIST BOARD OF SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("PROPOSED DISPOSAL")

Unless otherwise stated, all definitions and terms used in this announcement shall have the same meanings as defined in the previous announcement.

Reference is made to TXB’s announcement on 27 December 2021, reference no. GA1-27122021-00091, in relation to the above subject matter.

 

The Board of Directors of TXB wishes to announce that TXB, Dr. Wan Muhamad Hasni Bin Wan Sulaiman, Nong You Hua, Satriya Bin Suetoh and Chaswood Resources Holdings Ltd. (“Chaswood”) (collectively, the “Parties”) had on 5 October 2022 entered into a Deed of Termination to mutually terminate the Sale And Purchase Agreement dated 27 December 2021 entered into between the Parties in respect of the Proposed Disposal (“SPA dated 27 December 2021”).  This collective decision was arrived at given the inadvertent delay in completing the relevant due diligence and corporate restructuring exercises of HKAB in connection with the RTO, stemming from the incessant travel, movement and other restrictions implemented by the authorities in the People’s Republic of China (“PRC”) in its pursuit of zero-Covid policy.

 

Pursuant to the above circumstances and after due consideration, the Parties concur that the timeline prescribed by Singapore Exchange Limited (“SGX”) to submit the RTO application by 31 January 2023 could not be met and therefore it will be in the best interest of the Parties to mutually terminate the SPA dated 27 December 2021 (“Termination”). 

 

Pursuant to the Termination, the SPA dated 27 December 2021 shall have no further binding force and effect on the Parties and no party shall have any claims, obligations, debts, demands, actions, suits, causes of action, damages whenever incurred or liabilities of any nature whatsoever and howsoever arising, against the other party in respect of, arising out of or in connection with the SPA dated 27 December 2021. Accordingly, apart from the preliminary administrative and professional cost amounted to RM355,184, TXB does not anticipate any other financial losses to be incurred from the Termination.

 

The Termination will not have any effect on the share capital and substantial shareholders’ shareholdings and is not expected to have any material effect on the earnings per share, net assets per share, and gearing of TXB for the financial year ending 31 December 2022.

 

Save for Datuk Lim Chih Li @ Lin ZhiLi, the Executive Director of TXB, who is deemed interested in the Proposed Disposal by virtue of his indirect substantial shareholding in Chaswood, none of the Directors and/or major shareholders of TXB and/or person connected to them have any direct or indirect interest in the Termination.

 

The Board of Directors of TXB, having considered all aspects of the Termination, is of the opinion that the Termination is in the best interests of TXB.

 

This announcement is dated 5 October 2022.  

 

 






Announcement Info

Company Name TECHNA-X BERHAD
Stock Name TECHNAX
Date Announced 05 Oct 2022
Category General Announcement for PLC
Reference Number GA1-29092022-00031




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