1. INTRODUCTION

Pursuant to Rule 10.09(1)(a) of the Ace Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Listing Requirements”), the Board of Directors of Sunzen Biotech Berhad (“Sunzen” or “the Company”) wishes to announce that Sunzen Palma Sdn Bhd [Registration No. 201501024803 (1150132-D)] (“Sunzen Palma”), a 70% owned subsidiary of Sunzen had in the ordinary course of business entered into recurrent related party transaction (“RRPT”) with Palma Tech Product Sdn. Bhd. [Registration No. 200801000279 (801562-H)] (“Palma Tech”), a company wholly-owned by a Director of Sunzen Palma, details of which are disclosed below, and the percentage ratio of such RRPT computed based on the aggregate value of the consideration has exceeded 1% for the period from 12 September 2019 to 11 November 2019:-

2. DETAILS OF THE INTERESTED DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

(a) Madam Liew is a Director of Sunzen Palma. She is also the Director and the sole shareholder of Palma Tech.

(b) Mohd Shafiq, a major shareholder of Sunzen Palma holding 30% equity interest, is the son in-law of Madam Liew. He is a person connected to Madam Liew.

3. RATIONALE FOR THE RRPT

The RRPT is necessary for the day to day operations of the Company and is intended to meet the business needs of the Company. The RRPT is made in the ordinary course of business at arm’s length and on normal commercial terms which are not more favourable to the related parties than those generally available to the public.

4. FINANCIAL EFFECTS

The RRPT will not have any effect on the issued and paid-up capital and substantial shareholders’ shareholdings of the Company. The RRPT is not expected to have any material effect on the earnings per share, gearing and net assets per share of Sunzen Group.

5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS AND PERSON CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS

Save as disclosed in item 2 above, none of the Directors and/or major shareholders of Sunzen and/or persons connected with them have any interest, whether direct or indirect in the RRPT.

6. STATEMENT BY THE AUDIT COMMITTEE (“AC”)

The AC has reviewed the terms of the RRPT and is of the view that the RRPT is in the best interest of Sunzen, and is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of Sunzen.

7. DIRECTORS’ STATEMENT

The Board of Directors of the Company, having taken into consideration of all aspects of the RRPT, is of opinion that the RRPT is in the best interest of Sunzen Group.

8. APPROVAL REQUIRED

The RRPT is not subject to approval of shareholders of Sunzen as the higher aggregated percentage ratio of the value transacted is less than 5%, based on the consolidated Audited Financial Statement of Sunzen for the financial year ended 31 December 2018. However, shareholders’ mandate will be sought if the percentage ratio of the RRPT is 5% and above.

This announcement is dated 14 November 2019.