ZENTECH

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Letter Subject or Reference - Announcement

ZEN TECH INTERNATIONAL BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-07072025-00001
Subject Letter Subject or Reference - Announcement
Description
ZEN TECH INTERNATIONAL BERHAD ("ZEN TECH" OR THE "COMPANY")
- ADDITIONAL INFORMATION FOR PROPOSED SWAP OF 40% DIRECT EQUITY INTEREST IN ALPHA FINTECH SDN. BHD. ("ALPHA"), A 70% OWNED SUBSIDIARY OF THE COMPANY, FOR 40% DIRECT EQUITY INTEREST IN HIASSET GROUP SDN. BHD. ("HIASSET") ("PROPOSED SHARE SWAP")
Query Letter Contents

We refer to your Company’s announcement dated 3 July 2025 in respect of the aforesaid matter.
 

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

 

1.

To clarify the discrepancy between profit guarantee of RM2.5 million stated in announcement dated 3 July 2025 with profit guarantee of RM2.3 million stated in the announcement dated 2 April 2024.

2.

Net profits and net assets of Alpha based on its latest audited financial statements.

3.

Net profits and net assets of Hiasset based on its latest audited financial statements.

4.

Basis of arriving at the value of the Proposed Share Swap of RM3,500,000.00 other than willing-buyer willing-seller basis.

5.

To justify the value placed on the Proposed Share Swap, in view that Hiasset is currently a dormant company.

6.

Audited PAT of Alpha for the FPE 30 June 2025.

7.

Details of the settlement of the outstanding balance as stated in section 3.0 of the announcement dated 3 July 2025.

8.

Zen Tech’s original cost of investment  in  Alpha and the date of such investment .

9.

Particulars of any liabilities, including contingent liabilities, in relation to the Proposed Share Swap which remain with Zen Tech, together with the details and justification for such arrangements.

10.

Particulars of any guarantees given by Zen Tech to LKA or Alpha pursuant to the Proposed Share Swap.

11.

Details of:

(i) Zen Tech's right of recourse pursuant to the Share Sale Agreement dated 2 April 2024;

(ii) Whether Koh Chee Siong has compensated Zen Tech for Alpha’s failure to meet the profit guarantee for the FPE 2025; and

(iii) the proposed action to be taken by Zen Tech against Koh Chee Siong and/or Alpha for Alpha's inability to meet its profit guarantee for the FPE 2025.

12.

The relationship between Koh Chee Siong and LKA, or a negative statement.

 

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully

Listing

Regulation


Cc : Market Surveillance Dept., Securities Commission

(Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the Company’s announcement dated 3 July 2025 in relation to the Proposed Share Swap).


The Company wishes to provide the following additional information:


1. To clarify the discrepancy between profit guarantee of RM2.5 million stated in announcement dated 3 July 2025 with profit guarantee of RM2.3 million stated in the announcement dated 2 April 2024.

 

The Company wishes to clarify that the profit guarantee amount of RM2.5 million stated in the Section 3.0 and Section 5.0 of the announcement dated 3 July 2025 were a typographical error and should be read as RM2.3 million.

 

2. Net profits and net assets of Alpha based on its latest audited financial statements.

 

As per the audited financial statements of Alpha as at 30 June 2023, the Net Profit and Net Assets were recorded at RM422,985.00 and RM4,192,169.00 respectively. It is noted that the Net Profit and Net Assets disclosed in the announcement dated 2 April 2024, in relation to the Proposed Acquisition of Alpha, were RM889,486.00 and RM9,008,918.00 respectively, as the figures were based on unaudited accounts at that time.


The audit process for the financial year ended 30 June 2024 is still ongoing. However, the management accounts for the financial years ended 30 June 2024 and 30 June 2025 have been made available based on representations from Alpha.


The Net Loss After Tax and Net Assets, based on the unaudited financial statements as at 30 June 2024, are RM4,052,524.00 and RM139,892.00 respectively.


The significant reduction in Net Assets as at 30 June 2024 is primarily due to the increase in total liabilities arising from the recorded Net Loss After Tax of RM4,052,524.00.


3. Net profits and net assets of Hiasset based on its latest audited financial statements.

 

The net loss and net assets as per Hiasset’s audited financial statement for the financial year ended 31 December 2024 are RM2,990.00 and RM4,988,080.00, respectively.

 

4. Basis of arriving at the value of the Proposed Share Swap of RM3,500,000.00 other than willing-buyer willing-seller basis.

 

Please refer to Section 7 below.


5. To justify the value placed on the Proposed Share Swap, in view that Hiasset is currently a dormant company.

 

The Parties have mutually agreed on the value since Alpha is not able to fulfil its obligation to the guaranteed profit of RM 2.3 million, furthermore Alpha are unable to service their debts based on their current operations.

 

6. Audited PAT of Alpha for the FPE 30 June 2025.


The financial statements for the financial period ended 30 June 2025 of Alpha have not been audited. However, based on the management accounts and the representation by the person in charge, Mr. Koh Chee Siong (the CEO of Alpha), it is understood that Alpha has failed to achieve the stipulated profit guarantee.


The Net Loss After Tax and Net Liabilities, based on the unaudited financial statements as at 30 June 2025, are RM426,551.00 and RM286,658.00 respectively.


7. Details of the settlement of the outstanding balance as stated in section 3.0 of the announcement dated 3 July 2025.

 

The Company wishes to clarify that prior to entering into the Share Swap Agreement, it had settled the outstanding balance of RM3.5 million payable to Koh Chee Siong, the vendor of Alpha, via a loan obtained from a third party. Accordingly, the value of the Proposed Share Swap of RM3.5 million was mutually agreed upon by LKA and Zen Tech, and it also represents the value of the outstanding balance from the Alpha’s acquisition to the third party.

 

8. Zen Tech’s original cost of investment in Alpha and the date of such investment.


The original cost of investment in Alpha was RM10,000,000.00 and the date of such investment was completed on 16 June 2025.


9. Particulars of any liabilities, including contingent liabilities, in relation to the Proposed Share Swap which remain with Zen Tech, together with the details and justification for such arrangements.


Save for the stamp duty to be imposed and payable by the Company in relation to the Proposed Share Swap, there are no liabilities, including contingent liabilities, that will remain with Zen Tech following the completion of the Proposed Share Swap.


10. Particulars of any guarantees given by Zen Tech to LKA or Alpha pursuant to the Proposed Share Swap.


Zen Tech has not provided any guarantees to either LKA or Alpha.


11. Details of:
(i) Zen Tech's right of recourse pursuant to the Share Sale Agreement dated 2 April 2024;


Pursuant to the Share Sale Agreement dated 2 April 2024, in the event Alpha fails to achieve the Profit Guarantee in any of the FPE 30 June 2025, FYE 30 June 2026 or the FYE 30 June 2027, the Vendor, Koh Chee Siong hereby undertakes to pay to Zen Tech a compensation amount to be derived from the following formula in accordance with clause 11.5 of the Share Sale Agreement dated 2 April 2024:-
Compensation = 70% X (Profit Guarantee – PBT achieved for 18-month FPE 30 June 2025)
Compensation = 70% X (Profit Guarantee – PBT achieved for FYE 30 June 2026)
Compensation = 70% X (Profit Guarantee – PBT achieved for FYE 30 June 2027)

 

(ii) Whether Koh Chee Siong has compensated Zen Tech for Alpha’s failure to meet the profit guarantee for the FPE 2025; and

 

The Company has not been compensated.

 

(iii) the proposed action to be taken by Zen Tech against Koh Chee Siong and/or Alpha for Alpha's inability to meet its profit guarantee for the FPE 2025.

 

The Company will consult its solicitors on this matter.

 

12. The relationship between Koh Chee Siong and LKA, or a negative statement.

 

There is no relationship between Koh Chee Siong and LKA.

 

This announcement is dated 16 July 2025.





Announcement Info

Company Name ZEN TECH INTERNATIONAL BERHAD
Stock Name ZENTECH
Date Announced 16 Jul 2025
Category General Announcement for PLC
Reference Number GA1-16072025-00010