1. INTRODUCTION

Pursuant to Rule 10.06 of the Ace Market Listing Requirements ("AMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Board of Directors of Parlo wishes to announce that Parlo Tours Sdn. Bhd. (“PT”), a wholly-owned subsidiary had on 7 April 2022 entered into a Share Sale Agreement (“SSA”) with Lee Wai Seng (“the Purchaser”) for the disposal of the entire 100% equity interest of Parlo Global Marketing Sdn. Bhd. (“PGM”) (“the Sale Shares”) held by the PT for a total cash consideration of RM1.00 (“Disposal”).

Upon completion of the Disposal, PGM shall cease to be 100% indirect wholly-owned subsidiary of the Company.

2. INFORMATION OF PGM

PGM was incorporated in Malaysia on 14 December 2016 as a private company limited by shares and having its registered office at Level 5, Block B, Dataran PHB, Saujana Resort, Section U2, 40150 Shah Alam, Selangor with an issued share capital of RM1,500,000 comprising 1,500,000 ordinary shares. The principal activity of PGM is general advertising such as network marketing or multi-level marketing and direct selling.

3. RATIONALE FOR THE DISPOSAL

The Disposal is undertaken for the purpose of reducing the cost associated in maintaining the loss-making subsidiaries and thereby improving the balance sheet of the Group. The Disposal will enable Parlo Group to channel the Group’s resources in a more focused manner.

4. BASIS AND JUSTIFICATION FOR ARRIVING AT THE DISPOSAL CONSIDERATION

The Disposal Consideration of RM1.00 was derived from a willing buyer and willing seller basis after taking into consideration of the weak financial performance of the Company.

5. ORIGINAL COST OF INVESTMENT

The cost of investment and the date of investment by PGM is as follows:

6. PERCENTAGE RATIO

The highest percentage ratio applicable to the Disposal pursuant to Rule 10.02(g) of the AMLR of Bursa Securities is 12.32% based on the audited consolidated financial statements of Parlo for the financial year ended 31 December 2020.

7. ASSUMPTION OF LIABILITIES

There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company pursuant to the Disposal.

8. FINANCIAL EFFECTS OF THE DISPOSAL

The Disposal is not expected to have any material impact on the issued share capital, net assets per share, earnings per share and gearing of the Parlo Group for the financial period ending 30 June 2022.

9. APPROVAL REQUIRED

Save for the KPKDN’s approval on the change the ownership, the Disposal is not subject to the approval of the shareholders of Parlo and/or any other regulatory authorities.

10. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the Directors and/or the substantial shareholders of Parlo and/or persons connected with the Directors and/or substantial shareholders have any interest, direct or indirect in the Disposal.

11. STATEMENT BY DIRECTORS

The Board of Directors, after due consideration of all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of Parlo Group.

12. RISK FACTORS

The Disposal is not expected to pose any risk factors which could materially and/or adversely affect the business operations and financial performance of Parlo Group.

13. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Disposal is expected to be completed by 6 June 2022.

This announcement is dated 7 April 2022.