We refer to your Company’s announcement dated 2 July 2025, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
1) Information on the Intellectual Property Rights (“Assets” or “IP Rights”)
To provide further details of the Assets including but not limited to the following:
a) To list down the type of IPs (e.g. software code, patent or proprietary algorithm etc.) that QXDT holds as follows:
Types of IP (e.g.: patents, trademark etc.)
| Description of each patent/ trademark etc.
| Name of the agencies/ governmental body that the IP had been registered geographically together with date of registration | Specific products/ platform/ service relates to the IP Rights
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b) The tenure and terms of renewal of the IP Rights.
c) To state the duration/ number of years QXDT’s IP has been in use in the market.
d) Whether the IP Rights of use confined only in People’s Republic of China. If yes, to further state the reason for acquiring the Assets as DATAPREP Group's operations are located primarily in Malaysia.
e) Whether due diligence is conducted in respect of the Assets to assess the suitability, fitness and adaptability of the Assets for DATAPREP Group’s intended usage and outcome of the due diligence exercise.
2) Information on the Parties
a) To provide date of incorporation QXDT and Zenith and principal activities of QXDT.
b) The names of director(s) and shareholder(s) and their respective shareholdings in QXDT and Zenith (in percentage). If the shareholder(s) is a company, to also specify the name and shareholdings (in percentage) of the ultimate owner in the companies.
c) To provide background information on the relationship between QXDT with Zenith and/or the Company (if applicable) in respect of the Assets.
d) To elaborate on the previous transactions entered into between the Company and Zenith/QXDT or an appropriate negative statement.
3) Information on purchase considerations for the Assets (“Purchase Considerations”)
a) To specify the mode of satisfaction of the Purchase Considerations.
b) Detailed basis and justification in arriving at each of the Purchase Considerations other than on a “willing buyer willing seller” basis.
c) Whether any valuation / feasibility report was carried out on each of the Assets; if so, the name of the independent registered valuer/ expert, date and method of valuation and quantification of the market value/ outcome of the report (where applicable). Please provide a reasonable explanation if the same was not undertaken.
d) To state the source of funds in financing the Purchase Considerations.
e) Whether the Purchase Considerations are based on or involves a profit guarantee.
f) To provide particulars of all liabilities, including contingent liabilities and guarantees to be assumed by DATAPREP, arising from the transaction.
g) To quantify the estimated additional financial commitment required in putting the Assets acquired on-stream.
4) To provide salient terms of each of the Agreements and the salient terms on the exclusive rights granted to Zenith including but not limited to the terms of payment, conditions precedent, termination and completion.
5) To state the reason and the rationale for DATAPREP’s subsidiaries acquiring the Assets only to give exclusive rights to Zenith to use the Assets (“Exclusive Rights”) including DATAPREP’s existing e-wallet system for applications in Malaysia, Thailand, Singapore and Indonesia.
6) With the Exclusive Rights in place, to explain whether DATAPREP Group would still be able to maximise utilisation of the Assets under DATAPREP’s Digital Infrastructure project (as stated in Section 2 of the announcement).
7) To highlight the risks associated with owning the IP Rights including but not limited to the expiry of IP period protection, enforceability of the IP Rights in different countries, regulatory compliance challenges and increasing competitions.
8) To further elaborate on the availability and price fluctuations risk mentioned under the Risk Factors section.
9) To list down the distinctive advantages of the IP Rights compared to other tangible assets and how do they uniquely contribute/ be applied to the Company's e-wallet system and/or Digital Infrastructure project.
10) To state the prospect of the Assets as well as the benefit to be derived in terms of operational and financial aspects of giving the Exclusive Rights to use the Assets particularly in the Company’s existing e-wallet system for applications in Malaysia, Thailand, Singapore and Indonesia.
11) To compute the highest applicable percentage ratios in accordance with Paragraph 10.02(g) of the Main LR and state whether the transaction is subject to approval of the shareholders and the relevant government authorities.
12) To specify the estimated time frame to complete the transaction.
13) To make available the Agreements for shareholders’ inspection.
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发表于 25-3-2025 04:05 AM
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