AGREEMENT AND PLAN OF REORGANIZATION
April 20th, 1999
KALAN GOLD CORPORATION
ACQUISITION OF
ANIMATED ELECTRONIC INDUSTRIES SDN BHD.
TABLE OF CONTENTS
Page
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Plan of Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Exchange of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3. Delivery of Shares and Assets . . . . . . . . . . . . . . . . . . . . . .2
4. Representations of Stockholders and Acquirees. . . . . . . . . . . . . . .2
5. Representations of Acquiring Corporation . . . . . . . . . . . . . . . . .4
6. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
7. Conditions Precedent to the Obligations of Acquiror. . . . . . . . . . . .6
8. Conditions Precedent to the Obligations of Acquiree. . . . . . . . . . . .7
9. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
10. Nature and Survival of Representations . . . . . . . . . . . . . . . . . .8
11. Documents at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .8
12. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-ii-
AGREEMENT AND PLAN OF REORGANIZATION
THIS Agreement and Plan of Reorganization is entered into this 20th day
of April, 1999, by and between KALAN GOLD CORPORATION, of address Tower II,
Suite 100, 00000 X. Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx a Colorado corporation,
currently a SEC reporting company and listed and trading on the NASD Bulletin
Board (hereinafter "Acquiror"); and ANIMATED ELECTRONIC INDUSTRIES Sdn Bhd,
address of 00X Xxxxx 00/0, 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, a Malaysian
corporation; (hereinafter referred to as "Acquiree"); and the undersigned
Stockholders of Acquiree, (hereinafter referred to as "Stockholders").
RECITALS
Stockholders of Acquiree own or control all of the issued and outstanding
common stock of Acquiree. Acquiror desires to acquire all of the issued and
outstanding stock of Acquiree, making Acquiree a wholly-owned subsidiary of
Acquiror, and Stockholders desire to make a tax-free exchange solely of their
shares in Acquiree for shares of Acquiror's common stock to be exchanged as set
out herein with said Stockholders. Upon completion the Acquiror shall apply to
list its stock on the Nasdaq National Market.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. PLAN OF REORGANIZATION. Stockholders of Acquiree are the
owners of all the issued and outstanding common stock of said
Acquiree. It is the intention of the parties hereto that all of
the issued and outstanding common stock of Acquiree shall be
acquired by Acquiror in exchange solely for newly issued Acquiror
voting stock. It is also the intention, of the parties hereto
that this transaction qualify as a tax-free reorganization under
Section 351 of the Internal Revenue Code of 1986, as amended, and
the applicable provisions of Malaysian tax law.
2. EXCHANGE OF SHARES. Acquiror and Stockholders agree that
all of the issued and outstanding shares of common stock of
Acquiree shall be exchanged with Acquiror for a total of
87,000,000 shares, in the aggregate, of restricted common stock of
Acquiror, which in any case shall be 87%, in the aggregate, of the
issued and outstanding common shares of the Company, on a fully
diluted basis at the time of the delivery of such shares to the
Stockholders, which, however, does not include an additional
5,000,000 common shares which the combined companies will issue in
a private placement subsequent to the closing of the transaction.
The Acquiror shares will, on the date of delivery to the
Stockholders, (which is hereafter defined as the Delivery Date),
be delivered to the Stockholders in exchange for their shares in
Acquiree. Stockholders represent and warrant that they will hold
such shares of common stock of Acquiror for investment purposes
and not for further public distribution and agree that the shares
shall be appropriately restricted under rule 144.
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3. DELIVERY OF SHARES AND ASSETS. On the Delivery Date (which
is defined as the date in Paragraph 6 herein), Stockholders will
deliver certificates for the shares of Acquiree duly endorsed so
as to make Acquiror the sole holder thereof free and clear of all
claims and encumbrances. On the Delivery Date, delivery of
Acquiror shares, which will be appropriately restricted as to
transfer, will be made to the Stockholders as set forth herein. A
list of the shares of Acquiree, the owners thereof, and shares of
Acquiror to be received by said Stockholders is attached hereto as
Exhibit "A" and by this reference is incorporated herein.
4. REPRESENTATIONS OF STOCKHOLDERS AND ACQUIREE. The
Stockholders and Acquiree, hereby represent and warrant that, with
respect to their own shares and as to the Acquiree, effective this
date, the Closing Date (which is defined as the date in Paragraph
6 herein), and the Delivery Date, the representations listed below
are true and correct to the best of their knowledge, information,
and belief. Said representations are meant and intended by all
parties to apply to the Acquiree:
(a) The listed Stockholders on Exhibit "A" are the sole owners
of all of the issued and outstanding shares of common stock
of Acquiree; such shares are free from claims, liens, or
other encumbrances; and Stockholders have the unqualified
right to transfer and dispose of such shares and assets.
(b) The issued shares of Acquiree constitute validly issued
shares of Acquiree, fully-paid and nonassessable.
(c) The audited year-end financial statements of Acquiree
covering the last fiscal year (which includes the balance
sheet as of the 1997 fiscal year end and the operational
statements as of the 1996 and 1997 fiscal year ends) and
the audited financial statements as of December 31st,
1998, which have been delivered to Acquiror, are complete,
accurate and fairly present the financial condition of
Acquiree as of the dates thereof and the results of its
operations for the periods covered. There are no
liabilities, either fixed or contingent, not reflected in
such financial statements other than contracts or
obligations in the ordinary and usual course of business;
and no such contracts or obligations in the usual course of
business constitute liens or other liabilities which, if
disclosed, would alter substantially the financial
condition of such Acquiree as reflected in such financial
statements. These financial statements have been prepared
in accordance with US Generally Accepted Accounting
Principles consistently applied.
(d) Prior to and as of the Closing Date and the Delivery Date,
there will not be any negative material changes in the
financial position of Acquiree, except changes arising in
the ordinary course of business, which changes will in no
event adversely affect the financial position of said
Acquiree. From the date of signing this contract neither
party shall enter into any agreements with third parties
except to enable them to fullfill the terms of this
Agreement.
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(e) Except as previously disclosed in audited and unaudited
financial statements, to the best of Acquiree's knowledge,
information and belief, it is not involved in, and has not
received judicial notice of any pending litigation or
governmental investigation or proceeding not reflected in
such financial statement, or otherwise disclosed in writing
to Acquiror and, to the best knowledge of Acquiree and
Stockholders, no material litigation, claims, or
assessments, or governmental investigation or proceeding is
threatened against Acquiree, its principal stockholders or
properties.
(f) As of the Closing Date and the Delivery Date, Acquiree will
be in good standing in its jurisdiction of incorporation,
and will be in good standing and in the process of becoming
duly qualified to do business in each jurisdiction where
required to be so qualified.
(g) Acquiree has complied with all applicable Malaysian laws in
connection with its formation, issuance of securities,
organization, capitalization and operations, and to the
best of Acquiree's knowledge, information and belief, no
contingent liabilities have been threatened or claims made,
and no basis for the same exists with respect to said
operations, formation or capitalization, including claims
for violation of any US state or federal securities laws.
(h) Acquiree has filed all Malaysian governmental, tax or
related returns and reports due or required to be filed and
has paid all taxes or assessments which have or which
shall become due as of the Closing Date and the Delivery
Date.
(i) Except as disclosed in this Agreement or on any Exhibit,
Acquiree has not breached any material agreement to which
it individually or collectively may be a party.
(j) Acquiree has subsidiary corporations as listed in Exhibit B
hereto.
(k) Duly certified true copies of the corporate financial
records, minute books, and other documents and records of
Acquiree are to be available to present management of
Acquiror prior to the Closing Date and turned over to new
management of Acquiror in their entirety on the Delivery
Date.
(l) The execution of this Agreement will not violate or breach
any agreement, contract, or commitment to which Acquiree or
Stockholders are a party and has been duly authorized by
all appropriate and necessary action.
(m) The authorized capitalization of Acquiree are as set forth
in the most recent audited balance sheet of Acquiree.
Acquiree has one class of common stock. All outstanding
shares have been duly authorized, validly issued and are
fully paid and nonassessable with no personal liability
attaching to the ownership thereof. There are no
outstanding convertible securities, warrants, options or
commitments of any nature which may cause authorized but
unissued shares to be issued to any person.
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(n) To the best knowledge of Stockholders and Acquiree,
Acquiree is not subject to any material labor disputes or
disagreements, either actual or contingent.
(o) To the best knowledge of Stockholders and Acquiree,
Acquiree's products, materials and brochures do not
infringe the patent or copyright rights of any other person
or entity.
(p) At the date of this Agreement, Stockholders have, and at
the Closing Date and the Delivery Date, they will have to
the best of their knowledge, disclosed all events,
conditions and facts materially affecting the business and
prospects of Acquiree and its assets. Stockholders have not
now and will not have, at the Closing Date or the Delivery
Date, withheld knowledge of any such events, conditions,
and facts which they know, or have reasonable grounds to
know, may materially affect the business and prospects of
Acquiree or its assets.
5. REPRESENTATIONS OF ACQUIRING CORPORATION. Acquiror hereby
represents and warrants as follows, effective this date, the
Closing Date, and the Delivery Date, the representations listed
below are true and correct to the best of its knowledge,
information, and belief:
(a) As of the Delivery Date, the Acquiror shares to be
delivered to the Stockholders will constitute valid and
legally issued shares of Acquiror, fully-paid and
nonassessable, and will be legally equivalent in all
respects to the common stock of Acquiror issued and
outstanding as of the date thereof.
(b) The officers of Acquiror are duly authorized to execute
this Agreement and have taken all actions required by law
and agreements, charters, and bylaws, to properly and
legally execute this Agreement.
(c) Acquiror has made available to Acquiree combined audited
financial statements for the past three fiscal years, which
shall be true, complete and accurate; there are and shall
be no liabilities, either fixed or contingent, not
reflected in such financial statements and records or to
which the Acquiree has not been made aware. Said financial
statements fairly and accurately reflect the financial
condition of the Acquiror as of the date thereof and the
results of operations for the period reflected therein.
Such statements shall have been prepared in accordance with
US Generally Accepted Accounting Principles, consistently
applied.
(d) Prior to and as of the Closing Date and the Delivery Date,
there will not be any negative material changes in the
financial position of Acquiror, except changes arising in
the ordinary course of business, which changes will in no
event affect the financial condition of the Acquiror.
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(e) Except as previously disclosed, Acquiror is not involved in
any pending litigation, claims, or governmental
investigation or proceeding not reflected in such financial
statements or otherwise disclosed in writing to the
Stockholders, and there are otherwise no lawsuits, claims,
assessments, investigations, or similar matters, to the
best knowledge of management, threatened or contemplated
against Acquiror, its management or properties.
(f) As of the Closing Date and the Delivery Date, Acquiror is
duly organized, validly existing and in good standing under
the laws of the State of Colorado; it has the corporate
power to own its property and to carry on its business as
now being conducted and is duly qualified to do business in
any jurisdiction where so required.
(g) Acquiror will have filed, by the Delivery Date, all
federal, state, county and local income, excise, property
and other tax returns, forms, or reports, which are due or
required to be filed by it prior to the date hereof and has
paid or made adequate provision for the payment of all
taxes, fees, or assessments which have or may become due
pursuant to such returns or pursuant to any assessments
received.
(h) Except as previously disclosed, Acquiror has not breached,
nor is there any pending or threatened claims or any legal
basis for a claim that Acquiror has breached, any of the
terms or conditions of any agreements, contracts or
commitments to which it is a party or is bound and the
execution and performance hereof will not violate any
provisions of applicable law of any agreement to which
Acquiror is subject.
(i) The present capitalization of Acquiror comprises authorized
common stock of 100,000,000 shares, $0.00001 par value, of
which no more than 7,999,999 shares are issued and
outstanding as of the date hereof and authorized preferred
stock of 1,000,000 shares, with a $0.10 par value, to have
such classes and preferences as the Acquiror may determine
from time to time. No preferred shares are issued and
outstanding as of the date hereof. All outstanding shares
have been duly authorized, validly issued, and fully paid.
There will be no outstanding or authorized securities,
warrants, options or related commitments of any nature as
of the Delivery Date.
(j) Acquiror has no subsidiary corporations.
(k) The shares of restricted common stock of Acquiror to be
issued to Stockholders as of the Delivery Date, will be
validly issued, nonassessable and fully-paid under Colorado
corporation law and will be issued in a non-public offering
and exempted transaction under federal and state securities
laws.
(l) At the date of this Agreement, Acquiror has, and at the
Closing Date, and as of the Delivery Date it will have,
disclosed all events, conditions and facts materially
affecting the business and prospects of Acquiror. Acquiror
has not
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now and will not have, at the Closing Date, or at the
Delivery Date, withheld disclosure of any such events,
conditions, and facts which it, through management has
knowledge of, or has reasonable grounds to know, may
materially affect the business and prospects of Acquiror.
(m) Acquiror is a public company and represents that, except as
previously disclosed, it has no outstanding contracts,
existing or threatened liabilities, claims, lawsuits, or
basis for the same with respect to its shareholders, the
public, brokers, the U.S. Securities and Exchange
Commission, state agencies or other persons. This includes
matters relating to state or federal securities laws as
well as general common law or state corporation law
principles.
6. CLOSING AND DELIVERY DATE. The Closing Date herein referred
to shall be upon such date as the parties hereto may mutually
agree for the execution of this Agreement but is expected to be on
or about April 20th, 1999. This Agreement is executed by the
parties and effective as of the date hereof, subject only to the
ratification and approval of the transaction by the shareholders
of the Acquiror and the divestiture of Acquiror operations. The
date of ratification and approval of the transaction and the
divestiture of Acquiror operations shall be known as the Delivery
Date. Certain exhibits, etc. may be delivered subsequent to the
Delivery Date upon the mutual agreement of the parties hereto. The
Stockholders will be deemed to have accepted, as of the Delivery
Date, delivery of the certificates of stock to be issued in their
respective names, and in connection therewith will make delivery
of their stock in Acquiree to Acquiror.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
obligations of the Acquiror under this Agreement are subject to
the fulfillment, prior to, as of the Closing Date, or at the
Delivery Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of
Acquiror contained in this Agreement or in any certificate
or document delivered to Acquiree pursuant to the
provisions hereof shall be true in all material respects at
and as of the Closing Date and the Delivery Date as though
such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all
covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to
or at the Closing Date, subject only to the conditions
required on the Delivery Date.
(c) On the Delivery Date, the present Directors of Acquiror
shall resign from the Board of Directors of Acquiror. The
Acquiree shall have the right to name the new Board of
Directors, which shall consist of up to seven (7) members,
as of the Delivery Date.
(d) The Acquiror shall have disposed of all prior Acquiror
operations as of the Delivery Date.
6
(e) The Directors of Acquiror shall have approved this
transaction and such other reasonable matters as requested
by Acquiree as pertaining to this transaction.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE. All
obligations of the Acquiree and Stockholders under this Agreement
are subject to the fulfillment, prior to, as of the Closing
Date, or at the Delivery Date, of each of the following
conditions:
(a) The representations and warranties by Acquiree and
Stockholders contained in this Agreement or in any
certificate or document delivered to Acquiror pursuant to
the provisions hereof shall be true at and as of the
Closing Date and the Delivery Date as though such
representations and warranties were made at and as of such
time.
(b) Acquiree and Stockholders shall have performed and complied
with all covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it prior
to or at the Closing Date, subject only to the conditions
on the Delivery Date.
(c) Stockholders shall deliver to Acquiror a letter commonly
known as an "investment letter" agreeing that the shares of
stock in Acquiror are being acquired for investment
purposes, and not with a view to resale subject only to
Securities Exchange Commission regulations, State and
Federal securities laws and regulations of the NASD and
NASDAQ boards, whichever is applicable.
(d) Stockholders shall state, and reaffirm as of the Delivery
Date, that the materials, including, current financial
statements, prepared and delivered by Acquiror to
Stockholders, have been read and understood by
Stockholders, that they are familiar with the business of
Acquiror, that they are acquiring the Acquiror shares under
Section 4(2), commonly known as the private offering
exemption of the Securities Act of 1933, under Regulation S
of said Act, and that the shares are restricted and may not
be resold, except in reliance on an exemption under the
Act.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each
party to this Agreement, shall indemnify and hold harmless each
other party at all times after the date of this Agreement against
and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident to any of
the foregoing, resulting from any misrepresentations, breach of
covenant or warranty or non-fulfillment of any agreement on the
part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or
to be furnished to a party hereunder. Subject to the terms of this
Agreement, the defaulting party shall reimburse the other party or
parties on
7
demand, for any reasonable payment made by said parties at any
time after the Closing, in respect of any liability or claim to
which the foregoing indemnity relates, if such payment is made
after reasonable notice to the other party to defend or satisfy
the same and such party failed to defend or satisfy the same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All
representations, warranties and covenants made by any party in
this Agreement shall survive the Closing hereunder and the
consummation of the transactions contemplated hereby for three
years from the date hereof. All of the parties hereto are
executing and carrying out the provisions of this Agreement in
reliance solely on the representations, warranties and covenants
and agreements contained in this Agreement and not upon any
investigation upon which it might have made or any
representations, warranty, agreement, promise or information,
written or oral, made by the other party or any other person other
than as specifically set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the Delivery
Date, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) Stockholders will deliver, or cause to be delivered, to
Acquiror the following:
(1) stock certificates for the stock of Acquiree being
tendered hereunder, duly endorsed in blank,
(2) Certified true copies of all corporate records of
Acquiree, including without limitation corporate minute
books (which shall contain copies of the Articles of
Incorporation and Bylaws, as amended to the Delivery Date),
stock books, stock transfer books, corporate seals, and
such other corporate books and records as may reasonably
requested for review by Acquiror and its counsel;
(3) a certificate of the President of Acquiree to the
effect that all representations and warranties of Acquiree
made under this Agreement are reaffirmed on the Closing
Date and the Delivery Date, the same as though originally
given on said date;
(4) such other instruments, documents and certificates,
if any, as are required to be delivered pursuant to the
provisions of this Agreement or which may be reasonably
requested in furtherance of the provisions of this
Agreement;
(b) Acquiror will deliver or cause to be delivered to
Stockholders and Acquiree:
stock certificates for Common Stock to be issued as a part
of the exchange as listed on Exhibit "A" after the date of
approval of this transaction by the Acquiror shareholders;
8
(2) a certificate of the President of Acquiror to the
effect that all representations and warranties of Acquiror
made under this Agreement are reaffirmed on the Closing
Date and the Delivery Date, the same as though originally
given on said date;
(3) certified copies of resolutions by Acquiror's Board
of Directors and shareholders authorizing this transaction;
(4) Certified true copies of all corporate records of
Acquiror, including without limitation corporate minute
books (which shall contain copies of the Articles of
Incorporation and Bylaws, as amended to the Delivery Date),
stock books, stock transfer books, corporate seals, and
such other corporate books and records as may reasonably
requested for review by Acquiror and its counsel;
(5) such other instruments and documents as are required
to be delivered pursuant to the provisions of this
Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time,
after the effective date, each party will execute such
additional instruments and take such action as may be
reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this
Agreement.
(b) WAIVER. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the party
to whom such compliance is owed.
(c) BROKERS. Neither party has employed any brokers or finders
with regard to this Agreement unless otherwise described in
writing to all parties hereto.
(d) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first class
registered or certified mail, return receipt requested.
(e) HEADINGS. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(f) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
(g) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Colorado, and shall be
governed by the laws of the State of
9
Colorado, and the securities being issued herein are being
issued and delivered outside the jurisdiction of the United
States in accordance with the isolated transaction and
non-public offering exemption and with Regulation S of the
Act..
(h) BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties,
their respective heirs, administrators, executors,
successors and assigns.
(i) ENTIRE AGREEMENT. This Agreement is the entire agreement of
the parties covering everything agreed upon or understood
in the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms
of any kind of condition or inducements to the execution
hereof.
(j) TIME. Time is of the essence.
(k) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
(l) DEFAULT COSTS. In the event any party hereto has to resort
to legal action to enforce any of the terms hereof, such
party shall be entitled to collect attorneys fees and other
costs from the party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KALAN GOLD CORPORATION
a Colorado Corporation
By: /s/ XXXXXXX XXXXXXXXX
--------------------------
President
ANIMATED ELECTRONIC INDUSTRIES Sdn. Bhd
a Malaysian Corporation
By: /s/ XXXXXXX SOON-XXXX XXX
--------------------------------
President
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_____________________________________________________________________________
Agreement and Plan of Reorganization
April , 1999
Kalan Gold Corporation
Acquisition of
Animated Electronic Industries Sdn Bhd
______________________________________________________________________________
SHAREHOLDERS OF ACQUIREE:
NO. OF ACQUIREE
SHAREHOLDERS' NAME & ADDRESS STOCKS OWNED SIGNATURE
LSH Asset Holdings Sdn Bhd 8,699,999 /s/ XXXXXXX SOON-XXXX XXX
No. 60A Jalan 19/3 -----------------------
46300 Petaling Jaya Authorized Officer
Selangor
MALAYSIA
Dato' Wan Xxxxx Xxxxx bin Muda 300,000 /s/ DATO' WAN XXXXX XXXXX
Xx. 00, Xxxxx Xxxxxxxxx XXX XXXX
Xxx Xxxxx Xx. Pandan -----------------------
55100 Kuala Lumpur
MALAYSIA
Lim Soon Xxxx 1 /s/ XXXXXXX SOON-XXXX XXX
No. 60A Xxxxx 00/0 -----------------------
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
EXHIBIT A
NO. OF ACQUIREE NO. OF ACQUIROR
STOCKHOLDERS'S NAME AND ADDRESS STOCKS OWNED STOCKS TO BE ISSUED
Lim Soon Xxxx 1 26,157,000
00X Xxxxx 00/0
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
Dato' Wan Xxxxx Xxxxx bin Muda 300,000 60,000
Xx. 00, Xxxxx Xxxxxxxxx
Xxx Xxxxx Xx. Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
LSH Asset Holdings Sdn Bhd 8,699,999 38,000,000
00X Xxxxx 00/0
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
Xxxxxx Xxx Su Ming - 8,000,000
00X Xxxxx 00/0
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
Lim Hong Choo - 8,000,000
00X Xxxxx 00/0
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
Xxxxxx Xxxx xxxxx Xxx Xxxxx Xxxxx - 60,000
Xx. 00, Xxxxx Xxxxxxxxx
Xxx Xxxxx Xx. Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
- i -
Rohaya Amal binti Wan Xxxxx Xxxxx - 60,000
Xx. 00, Xxxxx Xxxxxxxxx
Xxx Xxxxx Xx. Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
Puteh xxxxx Xxx - 60,000
Xx. 00, Xxxxx Xxxxxxxxx
Xxx Xxxxx Xx. Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
Rosnah Amal binti Wan Xxxxx Xxxxx - 60,000
Xx. 00, Xxxxx Xxxxxxxxx
Xxx Xxxxx Xx. Xxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
Looi Hoi Fah - 2,500,000
8-6-5 Danau Permai Condo
Xxxxx 0/000X
Xxxxx Xxxxx Xxxx
00000 Xxxxx Xxxxxx
XXXXXXXX
Mustaffar @ Mustaffa bin Yacob - 120,000
Xx. 00 Xxxxx Xxxxxx 00/0
00000 Xxxx Xxxx
Xxxxxxxx
XXXXXXXX
Xxxxx Xxxxxx bin Ahmad - 40,000
Xx. 00 Xxxxx Xxxxxx 00/0
00000 Xxxx Xxxx
Xxxxxxxx
XXXXXXXX
Aris bin Ahmad - 40,000
00-0 Xxxxx Xxxxx
00000 Xxxx
Xxxxx
XXXXXXXX
Rohana xxxxx Xxxxx - 40,000
00 Xxxxx 0/00X
Xxxxxx Xxxxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
- ii -
Halilah xxxxx Xxxxx - 60,000
Xx. 00 Xxxxx Xxxxxx 00/0
00000 Xxxx Xxxx
Xxxxxxxx
XXXXXXXX
Hanafiah bin Mohd Aris - 15,000
00 Xxxxx Xxxxx
Xxxxx Xxxxxxx
00000 Xxxxx Xxxxxx
MALAYSIA
Zuraidah binti A. Manan - 15,000
54 Taman Cheneras Jaya
27200 Kuala Lipis
Pahang Darulmakmur
MALAYSIA
Voo Nyuk Wei - 20,000
11 Xxxxx Xxxxx 0
Xxxxx Xxx Xxxxx
00000 Xxxxxx
XXXXXXXX
Voo Nyuk Pui - 8,000
Xx. 00, Xxxxx XX0/00
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
Phang Xxxx Xxxx - 5,000
00 Xxxxx 00/0
Xxxxxxxxx Xxxxxx
00000 Xxxxxxxx Xxxx
Xxxxxxxx
XXXXXXXX
------------ ------------
9,000,000 83,320,000*
------------ ------------
------------
*Remaining 3,680,000 shares to be issued to persons designated by AEI at a
future date.
- iii -
EXHIBIT B
SUBSIDIARY COMPANIES OF ACQUIREE
ISSUED &
DATE & PAID-UP
NAME OF COUNTRY OF SHARE EQUITY INTEREST PRINCIPAL
COMPANY INCORPORATION CAPITAL DIRECT INDIRECT TOTAL ACTIVITIES
---------------- ------------- ------------- ------ -------- ------ -------------------
US$ % % %
Vistel (Malaysia) May 6, 1995 26,315.00 51.0 - 51.0 Investment
Sdn Bhd Malaysia holding
Perwimas Jan 13, 1993 3,500,000.00 43.72 16.61 60.33 Countrywide
Telecommunications Malaysia wireless broadband
Sdn Bhd network service provider
for multimedia
applications & services
