1. INTRODUCTION

The Board of Directors of Tomei Consolidated Berhad (“TCB or Board”) is pleased to announce that Gemological Int Malaysia Sdn Bhd (“GIM”), a wholly owned subsidiary of TCB had on 28 February 2025 entered into a Sale and Purchase Agreement (“SPA”) to purchase 2,220,470 ordinary shares representing 70% equity interest in Gemological Institute of Malaysia Sdn Bhd (“Gemological”) from Ng Yih Chen for a cash consideration of RM200,000.00. Gemological will become an indirect subsidiary of the Company upon the proposed acquisition.

2. PURCHASE CONSIDERATION

The consideration for the Proposed Acquisition of RM200,000.00 was derived based on willing buyer willing seller basis and shall be satisfied entirely in cash whereby GIM shall pay the Vendor the purchase consideration within 7 business days from the unconditional date.

The Proposed Acquisition will not result in any material gain or loss in TCB consolidated financial statement.

3. INFORMATION ON GEMOLOGICAL

Gemological is principally engaged in business as educational institution. As at 31 March 2024, being the last date of audited financial statements, Gemological reported loss after taxation of RM6,922.00 and NTA stood at a negative RM1,170,906.00.

Subsequently, on 21 January 2025, Gemological has increased its paid-up capital from RM2,000,100.00 to RM3,172,100.00 and the current NTA stood at RM1,094.00.

4. INFORMATION OF VENDOR

Ng Yih Chen is a director and major shareholder of TCB, was also previously appointed director of Gemological. However, Ng Yih Chen has resigned as a Director of Gemological on 20 January 2025 prior to the acquisition. Subsequently, Datuk Ng Yih Pyng and Ng Sheau Yuen have been appointed as Directors of Gemological on the same date.

5. RATIONALE AND BENEFITS OF THE TRANSACTION

The proposed acquisition strategically aligns with the Company's long-term objectives by enabling expansion into the educational sector through the offering courses related to the jewellery industry. This move will broaden market reach, enhance brand recognition, drive innovation, create a competitive edge, and ensure sustainable growth by diversifying revenue streams which is related to TCB's existing jewellery business.

6. RISKS OF THE TRANSACTION

The Board of Directors of TCB does not foresee any risk in the Proposed Acquisition.

7. FINANCIAL EFFECT OF THE PROPOSED ACQUISITION

The Proposed Acquisition is not expected to have any material effect on the earnings, net assets, gearing, share capital and the substantial shareholdings of TCB for the financial year ending 31 December 2025.

8. APPROVAL / CONSENT REQUIRED

On 7 January 2025, the Ministry of Higher Education, Malaysia has granted its consent on the proposed change of shareholders in Gemological.

Other than the above, the Proposed Acquisition does not require approval from shareholders of TCB or any relevant authorities.

9. PERCENTAGE RATIO

The highest percentage ratio for this Proposed Acquisition, computed based on the audited consolidated statements of financial position of the Group for the financial year ended 31 December 2023 is 0.08%.

10. LIABILITIES TO BE ASSUMED BY THE PURCHASER ARISING FROM THE PURCHASE

There is no liability to be assumed by GIM arising from the Proposed Acquisition.

11. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE AND / OFFER OF SECURITIES

As the Proposed Acquisition does not involve any issue / offer of securities, the Securities Commission’s Policies and Guidelines on Issue / Offer of Securities are therefore not applicable.
 

12. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED

Ng Yih Chen is the director and major shareholder of TCB was also previously appointed director and resigned on 20 January 2025. He remains an existing shareholder of Gemological. 

Datuk Ng Yih Pyng and Ng Sheau Yuen, the directors and major shareholders of TCB are directors of Gemological. 
Choong Chow Mooi is a Director and Shareholder of TCB is spouse to Datuk Ng Yih Pyng.
(collectively known as "Interested Director")

Except for the above, none of the Director, major shareholders or persons connected to the Directors or major shareholders of TCB have any interest, direct or indirect in the Proposed Acquisition.

13. STATEMENT BY THE BOARD OF DIRECTORS ON THE COMPANY

The Directors of TCB (except for the Interested Director) are of the opinion that the transaction is fair and reasonable and is in the best interest of TCB.

14. COMPLETION TIMEFRAME

The Proposed Acquisition is expected to be completed in the financial year 2025 upon payment of the full purchase consideration.

The announcement is dated 28 February 2025.