BSL Eco and Green Energy Eco Seido - BSL Corporation

BSL CORPORATION BERHAD (“BSL”) GENERAL ANNOUNCEMENT - OTHERS RE: MEMORANDUM OF AGREEMENT ENTERED INTO BY BSL ECO ENERGY SDN BHD, A 51%OWNED SUBSIDIARY OF BSL, WITH CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO 1.

Introduction Pursuant to Paragraph 9.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of BSL Corporation Berhad (“BSL” or “the Company”) wishes to announce that BSL Eco Energy Sdn Bhd (Company No. 1138041-W) (“BSL Eco”), a 51%owned subsidiary of BSL had on 13 April 2017 entered into the Memorandum of Agreement (“MOA”) with CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO (Enterprise Code: 3401120148), a limited liability company duly incorporated and existing under the laws of the Socialist Republic of Vietnam (hereinafter referred to as “Green Energy Eco Seido”) [BSL Eco and Green Energy Eco Seido are collectively referred to as the “Parties”]. The purpose of the MOA is to set out the understanding of the Parties of their respective roles and responsibilities in negotiations in respect of the proposed supply by BSL Eco and purchase by Green Energy Eco Seido of inverters to be installed in solar panels for the purpose of converting electric energy from direct current (“DC”) to alternating current (“AC”) (“Inverters”) pending the negotiation and finalisation of definitive supply agreements to be entered into between the Parties (“Definitive Agreement”) on or before the end date as stated in Section 6.1 of this announcement.

2.

Information on BSL Eco Energy Sdn Bhd BSL Eco was incorporated on 31 March 2015 as a private limited company under the Companies Act, 1965. The share capital of BSL Eco is RM1,000,000 comprising of 1,000,000 Ordinary Shares. BSL Eco is principally engaged in manufacturing, sales and marketing of solar panel, solar inverter and other products. The existing directors of BSL Eco are Andy Woo Weng Kok, Lim Chi Haur, Teh Yoon Loy and Goh Adrian. The shareholding structure of BSL Eco is as follows:Name of Shareholders Percentage of Shareholding BSL Corporation Berhad 51% Eco Seido Sdn Bhd 49%

3.

Information on CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO (“Green Energy Eco Seido”) Green Energy Eco Seido was incorporated on 11 January 2016 as a private limited company under the laws of the Socialist Republic of Vietnam. The share capital of Green Energy Eco Seido is 200,000,000,000 VDN. Green Energy Eco Seido is principally engaged in renewable energy business in the Socialist Republic of Vietnam. The legal representative of Green Energy Eco Seido is Nguyen Tuan Anh. …2/-

BSL CORPORATION BERHAD GENERAL ANNOUNCEMENT - OTHERS RE: MEMORANDUM OF AGREEMENT ENTERED INTO BY BSL ECO ENERGY SDN BHD, A 51%OWNED SUBSIDIARY OF BSL, WITH CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO -2The shareholding structure of Green Energy Eco Seido is as follows:Name of Shareholders Nguyen Tuan Anh Lim Chi Haur Goh Adrian 4.

Percentage of Shareholding 51% 28% 21%

Information on Eco Seido Sdn Bhd Eco Seido Sdn Bhd was incorporated on 21 January 2015 as a private limited company under the Companies Act, 1965. The share capital of Eco Seido Sdn Bhd is RM800,000 comprising of 800,000 Ordinary Shares. Eco Seido Sdn Bhd is principally engaged in manufacturing and distribution of Solar Photovoltaic Products and carrying on business in renewable energy. The existing directors of Eco Seido Sdn Bhd are Lim Chi Haur and Goh Adrian. The shareholding structure of Eco Seido Sdn Bhd is as follows:Name of Shareholders Percentage of Shareholding Matahari Kencana Sdn Bhd 50% Ceiba Capital Sdn Bhd 50%

5.

Rationale and Benefit for entering into MOA Upon sigining of the MOA, BSL Eco would have an exclusive right to supply the Inverters to Green Energy Eco Seido within six months from the date of signing of the MOA with an automatic extension of three months.

6.

Salient Terms of the MOA 6.1

Duration of MOA The Parties shall in good faith attempt to negotiate, finalise and execute the Definitive Agreement on or before 12 October 2017 with an automatic extension of three (3) months from 12 October 2017, in the event that the Definitive Agreement(s) are not executed by 12 October 2017. Notwithstanding the aforesaid, the Parties may by mutual agreement in writing extend the MOA for such other date as may be mutually agreed by them.

…3/-

BSL CORPORATION BERHAD (“BSL”) GENERAL ANNOUNCEMENT - OTHERS RE: MEMORANDUM OF AGREEMENT ENTERED INTO BY BSL ECO ENERGY SDN BHD, A 51%OWNED SUBSIDIARY OF BSL, WITH CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO -36.2

Effects of the MOA The MOA will not have any effect on the net assets per share, earnings per share, gearing, share capital and substantial shareholders’ shareholding of the Company.

6.3

6.4

Conditions Precedent of the MOA (a)

The obligations of the Parties pursuant to the Memorandum are subject to each of the Parties having obtained its respective Board’s approval and, if legally required, shareholders’ approval of the Proposed Transaction (“Condition Precedent”) on or before 12 October 2017, with an automatic extension of three (3) months from 12 October 2017 in the event that the definitive agreement(s) are not executed by 12 October, 2017 or such other date to be mutually agreed by the Parties (hereinafter referred to as “End Date”).

(b)

In the event the Condition Precedent in Clause 6.3 (a) is not obtained on or before the End Date, the MOA shall ipso facto cease and determine save in respect of any antecedent breach by any one of the Parties and each Party shall have any claim against the other for costs, damages, compensation or otherwise.

Termination of MOA The Memorandum shall be determined: (a) (b) (c)

upon mutual agreement between the Parties in writing; or on the End Date, if the Parties shall not have finalised and executed the Definitive Agreement(s) by the End Date; or upon the execution of the Definitive Agreement(s), the terms of which shall supersede the terms of this Memorandum.

Upon termination of the MOA in accordance with this Clause 6.4, the Parties shall be released from all their obligations under the MOA, save for any claims or fees in respect of any reimbursement remaining unpaid before the termination of the MOA and the obligation of confidence and exclusivity imposed in the MOA. 6.5

Exclusitivity Until the MOA is terminated in accordance with its terms, Green Energy Eco Seido shall not enter into any discussions or negotiations in any manner whatsoever with any other third party towards the purchase or supply of Inverters nor enter into any discussions or negotiations or give access or information to any third party with a view to such discussions or negotiations.

…4/-

BSL CORPORATION BERHAD (“BSL”) GENERAL ANNOUNCEMENT - OTHERS RE: MEMORANDUM OF AGREEMENT ENTERED INTO BY BSL ECO ENERGY SDN BHD, A 51%OWNED SUBSIDIARY OF BSL, WITH CÔNG TY TNHH NĂNG LƯỢNG XANH ECO SEIDO -47.

Interests of Directors, Major Shareholders and/or persons connected Save for Lim Chi Haur and Goh Adrian who are major shareholders in Eco Seido Sdn Bhd and Green Energy Eco Seido and Directors of Eco Seido Sdn Bhd, none of the other Directors and/or major shareholders of BSL and/or persons connected to them have any interest, direct or indirect, in the MOA.

8.

Statement by the Audit Committee The Audit Committee, having considered the MOA and that the supply of the Inverters is in the ordinary course of business of BSL Eco, the Audit Committee is of the opinion that the MOA is in the best interest of BSL, is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders.

9.

Directors’ Statement The Board of Directors of BSL, after having considered the MOA, is of the opinion that the MOA is in the best interest of BSL, is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders.

10.

Approval Required The MOA is not subject to the approval of the shareholders of the Company or any regulatory authorities.

Further announcement on the MOA shall be made upon execution of the Definitive Agreement. This announcement is dated 13 April 2017.