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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS POWERWELL HOLDINGS BERHAD ("PHB" OR "COMPANY")
PROPOSED ACQUISITIONS BY POWERWELL OF 49.0% EQUITY INTEREST EACH IN TENAGA KENARI SDN BHD ("TKSB") AND TENAGA KENARI MARKETING SDN BHD ("TKMSB") FROM LING SOON KIONG, TIAN NYAN FATT, TING ING HOUNG AND LEE JOON KION (COLLECTIVELY REFERRED TO AS THE "VENDORS") FOR A TOTAL CASH CONSIDERATION OF RM16.66 MILLION ("ACQUISITION")
POWERWELL HOLDINGS BERHAD
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
POWERWELL HOLDINGS BERHAD ("PHB" OR "COMPANY")
PROPOSED ACQUISITIONS BY POWERWELL OF 49.0% EQUITY INTEREST EACH IN TENAGA KENARI SDN BHD ("TKSB") AND TENAGA KENARI MARKETING SDN BHD ("TKMSB") FROM LING SOON KIONG, TIAN NYAN FATT, TING ING HOUNG AND LEE JOON KION (COLLECTIVELY REFERRED TO AS THE "VENDORS") FOR A TOTAL CASH CONSIDERATION OF RM16.66 MILLION ("ACQUISITION")
Reference is made to the announcements dated 29 December 2025 and 2 January 2026 in respect of the Acquisition (collectively referred to as the "Previous Announcements"). Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as those defined in the Previous Announcements.
The Board is pleased to announce the following: -
a) The Company had, on 27 March 2026, entered into the following agreements with the respective parties:-
supplemental agreement to the Shares Sale and Purchase Agreement dated 29 December 2025 in relation to TKSB with the Vendors;
supplemental agreement to the Shares Sale and Purchase Agreement dated 29 December 2025 in relation to TKMSB with the Vendors;
supplemental agreement to the Shareholders Agreement dated 29 December 2025 in relation to TKSB with the shareholders of the TKSB; and
supplemental agreement to the Shareholders Agreement dated 29 December 2025 in relation to TKMSB with the shareholders of the TKMSB;
(Collectively referred to as "Supplemental Agreements")
The variations set out in the Supplemental Agreements relate to the revision of the initial Guarantee Period (as defined under the Principal Agreements) as follows:-
Initial Guarantee Period under the SPAs and the Shareholders' Agreements
Revision made under the Supplemental Agreements
Year 1
the period between 1 April 2025 and ending on 31 March 2026
the period between 1 April 2026 and ending on 31 March 2027
Year 2
the period between 1 April 2026 and ending on 31 March 2027
the period between 1 April 2027 and ending on 31 March 2028
Year 3
the period between 1 April 2027 and ending on 31 March 2028
the period between 1 April 2028 and ending on 31 March 2029
This is to realign the Guarantee Period with the updated business timelines and operational expectations of TKSB and TKMSB. The revised Guarantee Period allows for a more meaningful assessment of performance and ensures that the Profit Guarantee framework remains relevant and aligned with the Powerwell Group's present operational requirements.
Save and except for the variations as set out in the Supplemental Agreements, all other terms and conditions of the SPAs and the Shareholders' Agreements shall remain valid, in full force and effect between the respective parties. In addition, save for the above amendment, the details set out in the Previous Announcements remain valid and the Supplemental Agreements do not have any impact to the issued share capital, substantial shareholders' shareholdings, consolidated NA and gearing and consolidated earnings and EPS of Powerwell Group.
b) Notwithstanding the above, all the conditions precedent as set out in the SPAs have been fulfilled on 27 March 2026 in accordance with the provisions of the SPAs, and accordingly the SPAs (as supplemented by the Supplemental Agreements) have become unconditional on even date.