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MATERIAL LITIGATION AT SYSTEMATIZATION BERHAD ("AT" OR "THE COMPANY") STATEMENT OF CLAIM AT GLOVE ENGINEERING SDN. BHD. VS HAI HONG CAPITAL SDN. BHD., PNG SIM GUAN, PNG LAI HENG, HAI HONG HOLDINGS SDN. BHD. AND AARON KHOO TENG SOON
AT SYSTEMATIZATION BERHAD

Type Announcement
Subject MATERIAL LITIGATION
Description AT SYSTEMATIZATION BERHAD ("AT" OR "THE COMPANY")

STATEMENT OF CLAIM

AT GLOVE ENGINEERING SDN. BHD. VS HAI HONG CAPITAL SDN. BHD., PNG SIM GUAN, PNG LAI HENG, HAI HONG HOLDINGS SDN. BHD. AND AARON KHOO TENG SOON
The Board of Directors of ATS wishes to announce that its wholly-owned subsidiary, AT Glove Engineering Sdn. Bhd. (“Plaintiff”) had on 31st December 2020 filed a Statement of Claim at the High Court of Malaya at Kuala Lumpur, through its solicitor, Messrs. Chong + Kheng Hoe, to pursue legal actions against:-

Hai Hong Capital Sdn. Bhd. (as 1st Defendant);
P’ng Sim Guan (as 2nd Defendant);
P’ng Lai Heng (as 3rd Defendant);
Hai Hong Holdings Sdn. Bhd. (as 4th Defendant); and
Aaron Khoo Teng Soon (as 5th Defendant)
(collectively known as “Defendants”)

The details of the Statement of Claim are as follows:-

1. A Sales and Purchase Agreement (“SPA”) dated 26.6.2020 was entered into by the Parties, The Plaintiff had agreed to purchase all the shares held by the Defendants in Pearl Glove (Malaysia) Sdn. Bhd. (“Target Company”). The total purchase price for all total shares held by the Defendants amounted to RM3,439,000.00 (“Share Price”).

2. Pursuant to the entering into of the SPA, a deposit amounting to RM687,800.00 was paid by the Plaintiff to the Defendants. In addition to this, a loan repayment amount of RM3,712,200.00 was advanced by the Plaintiff to the 2nd Defendant, 3rd Defendant, 4th Defendant and 2 others for monies owed to them by the Target Company (“Loan Advance”). A total payment of RM4,400,000.00 was paid by the Plaintiff to the Defendants.

3. After a due diligence exercise was completed on the Target Company by the Plaintiff, the Plaintiff was unsatisfied with the result of the due diligence exercise. On 11 December 2020, a Termination Notice was issued by the Plaintiff after further negotiations with the Defendants were unsuccessful.

4. Following the terms of the SPA, the Defendants are to return all monies paid including the deposit and Loan Advance to the Plaintiff after the Termination Notice, before the stipulated Cut-Off Date (as per Clause 10.4(a) of the SPA).

5. All attempts by the Plaintiff in the recovery of the said monies were futile and thus legal action was taken.

6. The Plaintiff is praying for the following:

(i) Declaration by the Defendants that the SPA has been legally terminated.

(ii) the Defendants are to pay to the Plaintiff the deposit in the amount of RM687,800.00 paid by the Plaintiff to the Defendants.

(iii) The Defendants are to pay to the Plaintiff the Loan Advance in the amount of RM3,712,200.00 advanced by the Plaintiff to the Defendants

(iv) the interest rate of 8% from 25.11.2020 until settlement of outstanding sum.

The Company will make the necessary announcements to Bursa Malaysia Securities Berhad as and when there are further developments in relation thereof and/or upon receipt of any further directions by the Court.

This announcement is dated 5 January 2021.