Other Business Opportunity

Strategic sale of shares in an Offshore Investment Bank

A Prospective Client (“Purchaser”) is interested in acquiring a substantial stake in an offshore investment bank (the “Bank” or “Target Company”) based in Malaysia (“Proposal”).

The Target Company is an offshore investment bank based in Federal Territory of Labuan, Malaysia and is incorporated under the Labuan Companies Act 1990 on 12 October 2004 by the Labuan Financial Services Authority (“Labuan FSA”) and is also a licensed entity by the Securities Commission of Malaysia governed under the Labuan Financial Services and Securities Act 2010 (Laws of Malaysia Act 704). The Bank has currently market presence in both Kuala Lumpur and Labuan, Malaysia.

The Bank provides varied financial services such as Corporate Finance, Investment Banking, Mergers & Acquisitions, and Financial Advisory. Nevertheless, the awarded investment banking license by Labuan FSA allows the Bank to conduct an array of investment banking services ranging from the treasury, fund management, private equity, trading of derivative financial instruments and etc. The acquisition that will take place in the proposal will include the present assets and licenses attached to the Bank.

The vendor is proposing a sale price of USD 7,000,000.00 (Seven Million Dollars) (“Sale Price”) for a 70.0% stake of the 17,500,000 number of Class A ordinary shares in the Bank. The Net Tangible Assets (“NTA”) of the Bank is approximately USD 3,500,000.00 (three million five hundred thousand dollars) (based on Financial Year 2017 Audited Accounts).

The Bank is currently owned by a holding company incorporated in Malaysia and is also a licensed entity by the Securities Commission of Malaysia. The new shareholders are required to be licensed by a banking or capital market regulator either in Malaysia or a similar financial authority from the domicile country of the investor or investment vehicle subject to Labuan FSA approval.

The Bank is currently supported by a staff strength of 6 personnel with varied experience in investment banking, the Central Bank, credit rating and the corporate banking segment.

FURTHER DETAILS OF THE TARGET COMPANY

 Number of Directors: 2 Directors
 Total Paid-up Capital: Approximately USD 5,000,000.00 (Five Million) (as of December 2017)
 Present Business Functions: Direct Investments, Equity Investments, and Financial Advisory services
 Existing Assets (Loan Base): Approximately USD 4.0 Million
 Head Office: Based in Labuan Financial Complex
 No Liabilities or debts (only advances to shareholders)
 New Shareholders is required to be a licensed entity (either by Bank Negara, Securities Commission Malaysia or a licensed entity from Investor’s respective financial authority) to own the Investment Bank. If it’s a foreign shareholder, Acquirer is required to be licensed by an authority from the country of domicile.
 Audited Accounts Completed and Filed as of Financial Year End 2017

Requirement from Investors

 Investor / Acquirer to revert on the indication of interest;
 Investor / Acquirer to execute a Non-Disclosure Agreement for disclosure of Target Co.’s information;
 Investor to issue a Letter of Interest stating its proposed acquisition price and indicative stake to be acquired.