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SCs approval is subject to the following terms and conditions:-

(i) PMBT is to obtain the approval from other relevant authorities prior to the issuance of the listing prospectus;

(ii) the promoters/substantial shareholders are not allowed to sell, transfer or assign their shareholdings in respect of 45% of the total issued and paid-up share capital in PMBT for one(1) year from PMBTs listing date. Thereafter, they are allowed to sell, transfer or assign not more than one-third(1/3) of their respective shareholdings under moratorium in each following year. The SC also had no objections to the imposition of the moratorium on the substantial shareholders/promoters of PMBT as tabulated in Table 1. A moratorium shall also apply to the shareholders of Weng Fatt Stainless Steel Sdn Bhd and Cyberwall Limited, wherein all the shareholders of the said Companies are to provide their respective undertakings that they shall not sell, transfer or assign their respective shareholdings during the moratorium period;

(iii) The promoters and substantial shareholders of PMB and PMBT are required to provide their undertaking that they will not be involved in similar or competitive businesses which may result in conflicts of interest with the existing businesses of PMBT;

(iv) PMBT Group will not be involved in any other businesses other than its current core business for a period of three (3) years from the date of its listing on the Second Board of the KLSE;

(v) The Directors and substantial shareholders who are involved in the operation of the PMBT Group on a full time basis are not to permitted to involve themselves in their own private businesses on a full time basis;

(vi) Any future business transactions between the PMBT Group and the parties of which the directors/substantial shareholders of PMBT are related or interested in are to be conducted on arms length basis, and not on terms which will be prejudicial to PMBT. In this respect, the Audit Committee of PMBT is required to monitor the terms of these transactions and the Directors of PMBT are required to report such transactions, if any, in the annual report of PMBT each year;

(vii) In relation to the trade debtors, PMBT is required to observe the following conditions:-

(a) Full disclosure in the prospectus on the status of the trade debtors, ageing analysis of the debts together with those debts which have exceeded the Companys credit terms and the comments of PMBTs Directors on the recoverability of the debts which exceed the Companys credit terms;

(b) Provisions are to be made for the PMBT Group's debts, whereby:

· there is dispute/doubt on the debts; or
· legal action has commenced/been taken; or
· the debts have remained outstanding for a period of more than six (6) months

(c) In relation to the above, the directors of PMBT are required to provide to the SC with a written confirmation that the trade debts which have exceeded the credit period are recoverable and provisions for doubtful and bad debts have been made to the financial accounts and the financial forecast/projections;

(a) Risk management plans of the PMBT Group to mitigate the main risk factors which may affect the operations and financial performance of PMBT;

(b) Full disclosure of all the completed projects of PMBT Group and those currently being undertaken;

(c) A management succession plan of PMBT; and

(d) The risks faced by PMBT in relation to the part of its operations which are derived from the construction sector, the risks of the absence of long term contracts and its reliance on PMB for the raw material supply, in particular aluminium extrusions, and the steps taken or to be taken by PMBT to mitigate such risks.

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