THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR ... - Circular_final.pdfUOB KAY HIAN SECURITIES (M) SDN...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

GETS GLOBAL BERHAD (Registration No. 200201029469 (597132-A))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

I. PROPOSED PRIVATE PLACEMENT OF 158,000,000 NEW ORDINARY SHARES IN GETS GLOBAL BERHAD ("GETS" OR THE "COMPANY") ("GETS SHARE(S)" OR "SHARE(S)")("PLACEMENT SHARE(S)") AT AN ISSUE PRICE OF RM0.55 PER PLACEMENT SHARE ("PROPOSED PRIVATE PLACEMENT"); AND

II. PROPOSED DIVERSIFICATION OF THE EXISTING PRINCIPAL ACTIVITIES OF GETS AND ITS SUBSIDIARIES TO INCLUDE MANUFACTURING, SALES AND MARKETING OF GLOVES AND OTHER RELATED ACTIVITIES ("PROPOSED DIVERSIFICATION")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

UOB KAY HIAN SECURITIES (M) SDN BHD(Registration No. 199001003423 (194990-K))

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting ("EGM") of GETS, which will be conducted on a fully virtualbasis at the Broadcast Venue at the Meeting Room of Securities Services (Holdings) Sdn. Bhd., Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan on Friday, 27 November 2020 at 4.00 p.m., or at any adjournment thereof, together with the Form of Proxy are enclosed herewith.

A member of GETS entitled to attend, participate, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend, participate and vote on his/ her behalf. In such event, the completed and signed Form of Proxy should be lodged at the office of the Poll Administrator, SS E Solutions Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan,not less than 48 hours before the time stipulated for holding the EGM or any adjournment thereof. The proxy appointment may also be lodged electronically via Securities Services e-Portal at https://sshsb.net.my/.

Should you wish to participate at the EGM remotely, please register electronically via Securities Services e-Portal at https://sshsb.net.my/ by the registration cut-off date and time. Please refer to the Administrative Guide on the Conduct of a Fully Virtual General Meeting for further details.

Last date and time for lodging the Form of Proxy : Wednesday, 25 November 2020 at 4.00 p.m.Date and time of the EGM : Friday, 27 November 2020 at 4.00 p.m.

This Circular is dated 11 November 2020









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DEFINITIONS

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Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

Act : The Companies Act 2016, as amended from time to time and all regulations made thereunder and any re-enactment thereof

ADA Capital : ADA Capital Investments Limited (British Virgin Islands Registration No. 1940190)

Announcement LPD : 1 September 2020, being the latest practicable date prior to the date of the announcement in relation to the Proposals

Board : Our Board of Directors

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 (165570-W))

Bursa Securities : Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W))

Business Day : Any day other than a Saturday, Sunday or any other day which is a public holiday, and on which banks are open for normal banking business in the Federal Territory of Kuala Lumpur, Malaysia

Circular : This circular dated 11 November 2020 in relation to the Proposals

CMSA : Capital Markets and Services Act 2007, as amended from time to time and all regulations made thereunder and any re-enactment thereof

Covid-19 : Coronavirus disease

Director(s) : Director(s) for the time being of GETS and shall have the meaning given in Section 2(1) of CMSA

DO : Development order for the glove manufacturing facilities of the Gloves Business

EGM : Forthcoming extraordinary general meeting of our Company

EPS/ (LPS) : Earnings per share/ (Loss) per share

FPE : Financial period ended/ ending

FYE : Financial year ended/ ending

GETS or our Company : GETS Global Berhad (Registration No. 200201029469 (597132-A))

GETS Group or our Group

: Our Company and our subsidiaries, collectively

GETS Share(s) or Share(s)

: Ordinary share(s) in GETS

Gloves Business : Manufacturing, sales and marketing of gloves and other related activities

Investors : ADA Capital, Beh Boon Seong, Tan Chai Chek and Chua Choy Guan, collectively

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DEFINITIONS (CONT'D)

ii

Low BT : Low Bok Tek

Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time

LPD : 30 October 2020, being the latest practicable date prior to the printing and despatch of this Circular

LTD : 7 September 2020, last full trading day preceding the execution of the Subscription Agreements

Market Day(s) : Any day from Mondays to Fridays (inclusive of both days) which is not a public holiday and on which Bursa Securities is open for trading of securities

MCO : Movement Control Order implemented by the Government of Malaysia due to the outbreak of the Covid-19 pandemic pursuant to the Prevention and Control of Infectious Diseases Act 1988 and the Police Act 1987

NA : Net assets attributable to owners of the company

PAT/ (LAT) : Profit/ (Loss) after taxation

PBT/ (LBT) : Profit/ (Loss) before taxation

Placement Share(s) : 158,000,000 new GETS Shares to be issued pursuant to the Proposed Private Placement at an issue price of RM0.55 per new GETS Share

Proposals : The Proposed Private Placement and the Proposed Diversification,collectively

Proposed Diversification

: Proposed diversification of the existing principal activities of GETS Groupto include the Gloves Business

Proposed Private Placement

: Proposed private placement of 158,000,000 Placement Shares to the Investors pursuant to the Subscription Agreements, at an issue price of RM0.55 per Placement Share

Record of Depositors : A record consisting of names of depositors established and maintained by Bursa Depository under the rules of Bursa Depository

RM and sen : Ringgit Malaysia and sen, respectively

Rules : Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC

SC : Securities Commission Malaysia

Sq ft : Square feet

Subscription Agreement I

: A subscription agreement dated 8 September 2020 entered into between our Company and ADA Capital, whereby ADA Capital will subscribe for 128,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, to be satisfied in full via cash in accordance with the terms and conditions of the subscription agreement

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Subscription Agreement II

: A subscription agreement dated 8 September 2020 entered into between our Company and Beh Boon Seong, whereby Beh Boon Seong will subscribe for 10,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, to be satisfied in full via cash in accordance with the terms and conditions of the subscription agreement

Subscription Agreement III

: A subscription agreement dated 8 September 2020 entered into between our Company and Tan Chai Chek, whereby Tan Chai Chek will subscribe for 10,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, to be satisfied in full via cash in accordance with the terms and conditions of the subscription agreement

Subscription Agreement IV

: A subscription agreement dated 8 September 2020 entered into between our Company and Chua Choy Guan, whereby Chua Choy Guan will subscribe for 10,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, to be satisfied in full via cash in accordance with the terms and conditions of the subscription agreement

Subscription Agreements

: Subscription Agreement I, Subscription Agreement II, Subscription Agreement III and Subscription Agreement IV, collectively

Teong LA : Teong Lian Aik (i.e. our major shareholder who holds 40,156,441 GETS Shares, representing approximately 31.87% of equity interest in GETS as at the LPD)

UOBKH or the Adviser : UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423 (194990-K))

USD : United States Dollar

VWAP : Volume weighted average market price

All references to "we", "us", "our" and "ourselves" are made to GETS, or where the context requires, shall include our subsidiaries.

All references to "you" in this Circular are made to shareholders who are entitled to attend and vote at the EGM.

Unless specifically referred to, words denoting incorporating the singular shall, where applicable include the plural and vice versa and words denoting incorporating the masculine gender shall where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include corporations, unless otherwise specified.

Any reference to a time of day and date in this Circular shall be a reference to Malaysian time and date, respectively, unless otherwise specified. Any discrepancy in the figures included in this Circular between the amounts stated, actual figures and the totals thereof are due to rounding adjustments.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted.

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TABLE OF CONTENTS

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PAGE

EXECUTIVE SUMMARY v

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSALS CONTAINING:-

1. INTRODUCTION 1

2. PROPOSED PRIVATE PLACEMENT 2

3. PROPOSED DIVERSIFICATION 8

4. UTILISATION OF PROCEEDS 14

5. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSALS 17

6. INDUSTRY OVERVIEW AND OUTLOOK AND FUTURE PROSPECTS OF OUR GROUP

19

7. RISK FACTORS 26

8. EFFECTS OF THE PROPOSALS 27

9. HISTORICAL SHARE PRICES 29

10. APPROVALS REQUIRED/ OBTAINED 30

11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/ OR PERSONS CONNECTED TO THEM

30

12. ESTIMATED TIMEFRAME FOR COMPLETION 31

13. PROPOSALS ANNOUNCED BUT PENDING COMPLETION 31

14. DIRECTORS' STATEMENT AND RECOMMENDATION 31

15. EGM 31

16. FURTHER INFORMATION 32

APPENDICES

I. SALIENT TERMS OF SUBSCRIPTION AGREEMENTS 33

II. ADDITIONAL INFORMATION 37

III. FURTHER INFORMATION 40

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

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EXECUTIVE SUMMARY

v

This Executive Summary highlights only the salient information of the Proposals. Our shareholders are advised to read this Circular in its entirety for further details and not to rely solely on this Executive Summary in forming a decision on the Proposals before voting at the EGM.

Key information DescriptionReference to Circular

Summary of the Proposals

On 8 September 2020, UOBKH had, on behalf of our Board, announced that we proposed to undertake the following:-

i. proposed private placement of 158,000,000 Placement Shares at an issue price of RM0.55 per Placement Share to the identified investors as set out in Section 2 of this Circular; and

ii. proposed diversification of the existing principal activities of our Group to include the Gloves Business.

On 2 November 2020, UOBKH had, on behalf of our Board, announced that Bursa Securities had vide its letter dated 2 November 2020, resolved to approve the listing of and quotation for up to 158,000,000 Placement Shares on the Main Market of Bursa Securities, subject to the conditions as disclosed in Section 10 of this Circular.

Section 1

Basis and justification for the issue price of the Placement Shares

As highlighted in the Subscription Agreements, the Placement Shares are agreed to be subscribed at the issue price of RM0.55 per Placement Share. The issue price of RM0.55 per Placement Share was arrived at between GETS and the Investors on a willing-buyer willing-seller basis after taking into consideration the historical market prices of GETS Shares, the immediate funding requirements of our Group as well as the financial position of our Group.

The issue price of RM0.55 per Placement Share pursuant to the Subscription Agreements represents a discount of approximately 25.74% to the 5-day VWAP of GETS Shares up to and including 7 September 2020, being the last full trading day preceding the execution of the Subscription Agreements of RM0.7406 per GETS Share.

Our Board has also taken into account further justifications in determining the issue price of RM0.55 per Placement Share as follows:-

i. the historical financial performance of GETS for the past 4 financial years/ period up to the FYE 30 June 2020, where GETS has been in a loss making position since the FYE 31 December 2016;

ii. with the current business uncertainties that our Group is facing following the material uncertainty related to the going concern raised by our auditors in our audited financial statements for the FYE 30 June 2019, as well as the continued losses recorded by our Group coupled with the uncertainties arising from the recent Covid-19 pandemic and its impact on the global and Malaysian economy, our Board is of the view that RM0.55 was reasonable to entice the Investors to subscribe for the Placement Shares;and

iii. by fixing the issue price upfront and executing the Subscription Agreements, we were able to secure a portion of the required funding for our Company. Pursuant to Subscription Agreement I, ADA Capital has or will be advancing approximately RM30.00 million to our Company upon the execution of the Subscription Agreement I (but before its completion) for immediate utilisation by our Company, further details of which utilisation are as set out in Section 4 of this Circular.

Sections 2.4

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EXECUTIVE SUMMARY

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The remaining balance of the subscription amount (i.e. RM56.90 million) from ADA Capital and the other Investors will be remitted in full to a bank account nominated by the Placement Agent within 5 Market Days after the EGM to be convened, subject to obtaining shareholders' approval for the Proposals.

Rationale for the Proposals

Proposed Private Placement

The Proposed Private Placement will provide our Group with an immediate injection of fresh capital which is expected to be partially utilised for the working capital of our existing bus operations which include the repair and maintenance of buses and overhead costs for our bus operations. In addition, our Board has identified the Gloves Business as a new business segment for the purpose of creating an additional/new stream of income for our Group and as such, the Proposed Private Placement is the most expedient and effective way for our Company to raise the necessary funding for our immediate requirements.

Our Board is of the opinion that the Proposed Private Placement is a comparatively efficient avenue to raise the required quantum of funds as opposed to other forms of equity fund raising approaches such as rights issue exercise which is generally more time consuming. In addition, the executed Subscription Agreements provide certainty on the investors(which have been identified upfront) and the placement amount to be raised, thereby giving more assurance to the successful completion of the Proposed Private Placement.

Furthermore, the Proposed Private Placement also enables our Group to raise additional funds without having to incur additional borrowings and related interest expenses. This allows our Group to preserve cash flow for operational purposes and to reduce gearing level.

Further details are highlighted in Section 5.1 of this Circular.

Proposed Diversification

As highlighted in Appendix II of this Circular, our Group has been in a loss making position since the FYE 31 December 2016.

Our Group's express bus services segment which has been the main revenue contributor to our Group's revenue since the FYE 31 December 2016, has also recorded the highest losses amongst our Group's other business segments (i.e. sales of express and used buses and repair and maintenance services, city bus services and electric bus development) mainly due to high operational costs particularly fuel costs, spare part costs, labour costs and repair and maintenance of our Group's fleet of buses.

Given the above, our Group has been actively identifying additional/ newstreams of income to improve our financial performance and expand our earnings base. Upon taking into consideration the growing market demand and sustainability potential for gloves especially following the Covid-19 pandemic and by leveraging on the business acumen of Teong LA and Low BT (who will emerge as our new major shareholder via ADA Capital after the Proposed Private Placement), who each has vast entrepreneurial skills and experience in the glove industry and its related activities, our Group has decided to diversify our existing business to include the Gloves Business.

Further details are highlighted in Section 5.2 of this Circular.

Section 5.1

Section 5.2


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EXECUTIVE SUMMARY

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Approvals required

The Proposals are subject to the following approvals being obtained:-

i. Our shareholders for the Proposals at the EGM; and

ii. Any other relevant authority, if required.

Further details are highlighted in Section 10 of this Circular.

Section 10

Conditionality of the Proposals

The Proposed Private Placement and the Proposed Diversification are inter-conditional upon each other.

The Proposals are not conditional upon any other proposals undertaken or to be undertaken by our Company.

Section 10

Board'srecommendation

Our Board (save for Dominic Aw Kian-Wee who has abstained and will continue to abstain from all deliberations and voting in relation to the Proposed Private Placement at the relevant Board meeting(s)), having considered all aspects of the Proposed Private Placement, including the rationale and justification, the utilisation of proceeds and the effects of the Proposed Private Placement, is of the opinion that the Proposed Private Placement is in our best interest. Accordingly, our Board (save for Dominic Aw Kian-Wee) recommends that our shareholders VOTE IN FAVOUR of the resolution pertaining to the Proposed Private Placement at the EGM.

Further, our Board, having considered all aspects of the Proposed Diversification, including the rationale and justification of the Proposed Diversification, is of the opinion that the Proposed Diversification is in our best interest. Accordingly, our Board recommends that our shareholders VOTE IN FAVOUR of the resolution pertaining to the Proposed Diversification at the EGM.

Section 14

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK


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Registered Office

No. 9, Jalan Bayu Tinggi 2A/KS6 Taipan 2, Batu Unjur

41200 Klang Selangor Darul Ehsan

11 November 2020

Board of Directors

Datuk Mat Noor Bin Nawi (Chairman/ Independent Non-Executive Director) Datuk Che Azizuddin Bin Che Ismail (Managing Director) Dominic Aw Kian-Wee (Non-Independent Non-Executive Director) Dato' Rosli Bin Sharif (Independent Non-Executive Director) Dato' Ridza Abdoh Bin Haji Salleh (Independent Non-Executive Director)

To: Our shareholders

Dear Sir/ Madam,

I. PROPOSED PRIVATE PLACEMENT; AND

II. PROPOSED DIVERSIFICATION

1. INTRODUCTION

On 8 September 2020, UOBKH had, on behalf of our Board, announced that we proposed toundertake the following:-




Further details of the Proposals are set out in the ensuing sections.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSALS AS WELL AS TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE EGM.THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED TOGETHER WITH THIS CIRCULAR.

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Registered Office

No. 9, Jalan Bayu Tinggi 2A/KS6 Taipan 2, Batu Unjur

41200 Klang Selangor Darul Ehsan

11 November 2020

Board of Directors

Datuk Mat Noor Bin Nawi (Chairman/ Independent Non-Executive Director) Datuk Che Azizuddin Bin Che Ismail (Managing Director) Dominic Aw Kian-Wee (Non-Independent Non-Executive Director) Dato' Rosli Bin Sharif (Independent Non-Executive Director) Dato' Ridza Abdoh Bin Haji Salleh (Independent Non-Executive Director)

To: Our shareholders

Dear Sir/ Madam,

I. PROPOSED PRIVATE PLACEMENT; AND

II. PROPOSED DIVERSIFICATION

1. INTRODUCTION

On 8 September 2020, UOBKH had, on behalf of our Board, announced that we proposed toundertake the following:-




Further details of the Proposals are set out in the ensuing sections.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSALS AS WELL AS TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE EGM.THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED TOGETHER WITH THIS CIRCULAR.

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YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS TO BE TABLED AT THE EGM.

2. PROPOSED PRIVATE PLACEMENT

We had on 8 September 2020, entered into the Subscription Agreements with the Investors, whereby the Investors will subscribe for an aggregate amount of 158,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, to be satisfied in full via cash in accordance with the terms and conditions of the respective Subscription Agreements. The Subscription Agreements are not inter-conditional upon each other. Pursuant to the Subscription Agreements, ADA Capital, a company ultimately held by Low BT, will subscribe for 128,000,000 Placement Shares while Beh Boon Seong, Tan Chai Chek and Chua Choy Guan, who are independent third party investors, will each subscribe for 10,000,000 Placement Shares. As at the LPD, Beh Boon Seong, Tan Chai Chek and Chua Choy Guan do not hold any GETS Shares.

Upon the Subscription Agreements being declared unconditional, ADA Capital will emerge as our largest shareholder with shareholdings of 45.07% and the shareholdings of Teong LA will decrease from 31.87% to 14.14%. As such, the collective shareholdings of ADA Capital and Teong LA will increase from 31.87% to 59.21% and ADA Capital and Teong LA will be obliged to extend an unconditional mandatory take-over offer ("MGO") for the remaining GETS Shares not already held by ADA Capital, Teong LA, Low BT and persons acting in concert with them in accordance with Rule 4.01 of the Rules, details of which are set out in Section 2.7 of this Circular.

As set out in Section 3 of this Circular, to address our Group's financial constraints and improve our Group's financial condition, our Board has identified the Proposed Private Placement as the fund raising exercise to raise the necessary funding to address the cash flow requirements of our Group's existing bus operations. At the same time, the Proposed Private Placement isintended to provide the necessary funding for the capital expenditure and working capital requirements of the Gloves Business pursuant to the Proposed Diversification.

Our Board (after taking into consideration the emergence of ADA Capital as the new major shareholder of our Group pursuant to the Proposed Private Placement coupled with the vast experience of Low BT and Teong LA within the glove industry) is of the view that the Proposed Diversification allows our Group to capitalise on the favourable long-term prospects of the gloveindustry to diversify and expand our income stream, thereby reducing our Group's reliance on the existing bus operations.

Premised on the above and as set out in Section 4 of this Circular, the substantial portion of the gross proceeds to be raised from the Proposed Private Placement will be allocated for the working capital of our Group's existing bus operations, the repayment of our Group's bank borrowings, the construction of glove manufacturing facilities and capital expenditure for the Gloves Business as well as working capital for the Gloves Business.

2.1 Placement size

The Proposed Private Placement involves an issuance of 158,000,000 Placement Shares, representing approximately 55.63% of the total enlarged issued Shares of GETS to the Investors at an issue price of RM0.55 per Placement Share.

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2.2 Placement arrangement

Pursuant to the Proposed Private Placement, we had on 8 September 2020 entered into the Subscription Agreements with the Investors, whereby the Investors will subscribe for an aggregate amount of 158,000,000 Placement Shares at an issue price of RM0.55 per Placement Share, for a total sum of RM86,900,000, to be satisfied in full via cash in accordance with the terms and conditions of the Subscription Agreements. The Investors have confirmed that they have sufficient financial resources to subscribe for their respective Placement Shares pursuant to the Subscription Agreements andsuch confirmations have been verified by UOBKH, being the Adviser for the Proposals.

Details of the allocation of the Placement Shares pursuant to the Proposed Private Placement are as follows:-

Name of Investors Relationship


No. of Shares RM

ADA Capital A company ultimately held by Low BT, who is the brother-in-law of Teong LA (i.e. our major shareholder)

Subscription Agreement I

128,000,000 70,400,000

Beh Boon Seong Independent third party investor who is not related to the Joint Offerors (as defined in Section 2.7 of this Circular)


10,000,000 5,500,000

Tan Chai Chek Independent third party investor who is not related to the Joint Offerors (as defined in Section 2.7 of this Circular)


10,000,000 5,500,000

Chua Choy Guan Independent third party investor who is not related to the Joint Offerors (as defined in Section 2.7 of this Circular)


10,000,000 5,500,000

Total 158,000,000 86,900,000

2.3 Information on the Investors

i. ADA Capital

ADA Capital was incorporated in British Virgin Islands under the BVI Business Companies Act, 2004, on 21 March 2017. For the avoidance of doubt, ADA Capital is not listed on any exchange. It is principally involved in the business of investment holding.

As at the LPD, the issued share capital of ADA Capital is USD10 comprising 10 ordinary shares.

As at the LPD, the substantial shareholder and directors of ADA Capital and their respective shareholdings in ADA Capital are as follows:-

Name

Designation NationalityNo. of

shares %*1No. of

shares %*1

Low BT Director/ Substantial shareholder

Malaysian 10 100.00 - -

Low Khai Loon*2 Director Malaysian - - - -

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Notes:-

*1 Computed based on the issued share capital of ADA Capital of 10 shares as at the LPD.

*2 He is the son of Low BT.

For clarification purpose, Low BT is the brother-in-law of Teong LA, who emerged as the single largest shareholder in GETS on 25 August 2020 with approximately 31.87% of equity interest in GETS as at the LPD. Further details of the background information of Teong LA and Low BT are set out in Section 3 of this Circular.

As set out above, Teong LA is the single largest shareholder of GETS via his direct shareholdings of 40,156,441 GETS Shares, representing approximately 31.87% of equity interest in GETS as at the LPD. Pursuant to Subscription Agreement I (upon completion in accordance with its terms), Low BT will emerge as our major shareholder via ADA Capital's direct shareholdings of 128,000,000 GETS Shares, representing approximately 45.07% of the enlarged equity interest in GETS.

Upon Subscription Agreement I becoming unconditional in accordance with its terms, ADA Capital and Teong LA will be obliged to extend an MGO for the remaining GETS Shares not already held by ADA Capital, Teong LA, Low BT and persons acting in concert with them in accordance with Rule 4.01 of the Rules. Further details of the implication of the Rules are set out in Section 2.7 of this Circular.

ii. Beh Boon Seong

Beh Boon Seong, aged 63, is a Malaysian. He graduated with a Bachelor of Science in Chemical Engineering from National Cheng Kung University (NCKU) in 1983 and has since accumulated 25 years of experience in the chemical industry.

He commenced his career in 1984 as a Production Executive in Soon Seng Cement Products Sdn Bhd. In 1985, he joined Masda Chemical Sdn Bhd as a Sales Executive. He co-founded a business partnership, namely Express Chemical Supplies Co, and was appointed as an Executive Director in 1989 and subsequently promoted to Managing Director in 1994 before disposing of his equity interests therein in 2002 and retiring in 2003.

In 2008, he came out of retirement and joined PeterLabs Holdings Sdn Bhd, a company that specialises in manufacturing, distribution, export and trading of animal health and nutrition products, as a Finance Director. PeterLabs Holdings Sdn Bhd was converted into a public limited company and assumed the name of PeterLabs Holdings Berhad on 29 October 2010 and was successfully listed on the ACE Market of Bursa Securities on 26 July 2011. Subsequently, he resigned as a Finance Director of PeterLabs Holdings Sdn Bhd in December 2011 and went back into retirement. In 2015, he joined OPS Paper Products Sdn Bhd, a company principally involved in the manufacturing of corrugated carton boxes, as an Executive Director, a position he still holds as at the LPD.

iii. Tan Chai Chek

Tan Chai Chek, aged 66, is a Malaysian. He completed his Malaysian Certificate of Education from Hua Lian Secondary School in 1972.

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He started his career in Kian Lam Huat Sdn Bhd, a company involved in rice trading in 1972. In 1979, he founded Syarikat Makmur Jaya, a sole proprietorship and in 2007 he co-founded Syarikat Makmur Jaya Sdn Bhd, a company principally involved in the trading of oil palm fresh fruit bunches, where he assumed the role of a Director, a position he still holds as at the LPD.

iv. Chua Choy Guan

Chua Choy Guan, aged 63, is a Malaysian. He completed his Malaysian Certificate of Education from King Edward VII School in 1972.

He commenced his career in 1975 at Setangkai Sdn Bhd as a Marketing Executive in charge of the marketing activities for building materials and panel boards.

In 1988, he founded Wason Resources Sdn Bhd, a company principally involved in trading of building materials and property investment and assumed the role of a Director, a position he still holds as at the LPD.

2.4 Basis and justification for the issue price of the Placement Shares

As highlighted in the Subscription Agreements, the Placement Shares are agreed to be subscribed at the issue price of RM0.55 per Placement Share. The issue price of RM0.55 per Placement Share was arrived at between GETS and the Investors on a willing-buyer willing-seller basis after taking into consideration the historical market prices of GETS Shares, the immediate funding requirements of our Group as well as the financial position of our Group.

The issue price of RM0.55 per Placement Share pursuant to the Subscription Agreements represents a discount of approximately 25.74% to the 5-day VWAP ofGETS Shares up to and including the LTD of RM0.7406 per GETS Share.

In addition, the issue price of the Placement Shares represents the following premium/ discount to the historical share prices of GETS Shares:-

VWAP

Premium/ (Discount)(i.e. Issue price –

VWAP)RM RM %

Last transacted price of GETS Shares as at the LTD 0.6600 (0.1100) (16.67)

5-day VWAP of GETS Shares up to and including the LTD 0.7406 (0.1906) (25.74)

1-month VWAP of GETS Shares up to and including the LTD

0.5155 0.0345 6.69


0.4583 0.0917 20.01


0.4261 0.1239 29.08


0.3743 0.1757 46.94

(Source: Bloomberg)

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Our Board had also taken into account further justifications in determining the issue price of RM0.55 per Placement Share as follows:- i. the historical financial performance of GETS for the past 4 financial years/

period up to the FYE 30 June 2020, where GETS has been in a loss making position since the FYE 31 December 2016, further details as illustrated in the following table:-

FYE

31 Dec 2016 18-month FPE 30 June 2018*1

FYE 30 June 2019

FYE 30 June 2020*2

RM'000 RM'000 RM'000 RM'000 Revenue 39,232 37,495 32,989 22,158 LBT (2,552) (12,797) (10,497) (18,921)

Notes:- *1 On 28 February 2018, our Board had approved the change in the FYE of GETS from 31

December to 30 June. The change in FYE was to consolidate the financial results of our acquired subsidiary at that point in time (i.e. Pengangkutan Awam Putrajaya Travel & Tours Sdn Bhd).

*2 For the avoidance of doubt, the audited financial statements for the FYE 30 June 2020

were not available at the time of price-fixing of the Placement Shares. Notwithstanding that, our Group reported LBT of RM19.34 million for the audited FYE 30 June 2020.

ii. with the current business uncertainties that our Group is facing following the

material uncertainty related to the going concern raised by our auditors in our audited financial statements for the FYE 30 June 2019, as well as the continued losses recorded by our Group coupled with the uncertainties arising from the recent Covid-19 pandemic and its impact on the global economy, our Board is of the view that RM0.55 was reasonable to entice the Investors to subscribe for the Placement Shares. For the avoidance of doubt, our auditors had also expressed a material uncertainty on our Group's ability to continue as a going concern in our audited financial statements for the FYE 30 June 2020 as set out in Section 3 of this Circular; and

iii. by fixing the issue price upfront and executing the Subscription Agreements, we were able to secure a portion of the required funding for our Company. Pursuant to Subscription Agreement I, ADA Capital will be advancing approximately RM30.00 million to our Company upon the execution of the Subscription Agreement I (but before its completion) for the immediate utilisation by our Company, further details of the proposed utilisation are as set out in Section 4 of this Circular. For further clarification, our Company had received the aforementioned RM30.00 million from ADA Capital on 11 September 2020. The remaining balance of the subscription amount (i.e. RM56.90 million) from ADA Capital and the other Investors will be remitted in full to a bank account nominated by the Placement Agent within 5 Market Days after the EGM to be convened, subject to obtaining shareholders' approval for the Proposals.

2.5 Ranking of the Placement Shares

The Placement Shares will, upon allotment and issuance, rank equally in all respects with the then existing Shares, save and except that the Placement Shares will not be entitled to any dividends, rights, allotments and/ or any other forms of distribution that may be declared, made or paid for which the entitlement date precedes the date of allotment and issuance of the Placement Shares.

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2.6 Listing of and quotation for the Placement Shares

The Placement Shares to be issued will be listed and quoted on the Main Market of Bursa Securities. Bursa Securities had, vide its letter dated 2 November 2020,approved the listing of and quotation for the Placement Shares on the Main Market of Bursa Securities.

2.7 Implication of the Rules

Pursuant to Rule 4.01 of the Rules, a person is required to undertake a mandatory offer obligation in the event that he:-

i. acquired more than 33% of the voting shares or voting rights of the company;or

ii. acquires more than 2% of the voting shares or voting rights of the company in any 6 month period (where the person already holds more than 33% but not more than 50% of the voting shares or voting rights of the company).

Upon the Subscription Agreements being declared unconditional, the shareholdings of ADA Capital will increase from nil to 45.07% and the shareholdings of Teong LA will decrease from 31.87% to 14.14%. The collective shareholdings of ADA Capital and Teong LA will increase from 31.87% to 59.21%, as set out below:-

Accordingly, ADA Capital and Teong LA will be obliged to extend an MGO for the remaining GETS Shares not already held by ADA Capital, Teong LA, Low BT and persons acting in concert with them in accordance with the Rules. It is the intention of ADA Capital and Teong LA (collectively, the "Joint Offerors") to launch the MGO on a joint offer basis, and a notice of the MGO will be served to our Board upon the Subscription Agreements being declared unconditional.

It should be noted that the Joint Offerors intend to maintain the listing status of GETS upon completion of the MGO. In the event the Joint Offerors receive valid acceptances of not less than nine-tenth (9/10) in the nominal value of the offer shares on or before the closing date of the MGO, the Joint Offerors do not intend to invoke the provisions of Section 222(1) of the CMSA to compulsorily acquire any remaining offer shares from the dissenting shareholders of GETS for which acceptances have not been received.

We also wish to caution our shareholders that the MGO will only be triggered upon the Subscription Agreements being declared unconditional (i.e. all the conditions precedent set out in Appendix I of this Circular are duly met).

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3. PROPOSED DIVERSIFICATION

As at the LPD, our Group is principally involved in the provision of express bus services, sales of express and used buses and repair and maintenance services for buses, city bus services as well as electric bus development. In the past few years, our Group has made severalstrategic initiatives by expanding the public transport service operation to include development of electric bus technology (with the intention to reduce fuel costs, which had been one of the largest cost component of our provision of express bus and city bus services) for ourmanufacturing segment with the objective of commercialisation.

As at the LPD, our Group's development of our first electric bus is at 95% completion and the development of our second electric bus is at 20% completion. Barring any unforeseen circumstances, we expect to commercialise our electric bus technology by September 2021.

As highlighted in Appendix II of this Circular, our Group has been in a loss making position since the FYE 31 December 2016, further details as illustrated in the following table:-

FYE

31 Dec 201618-month FPE 30

June 2018*1FYE

30 June 2019FYE

30 June 2020RM'000 RM'000 RM'000 RM'000

Revenue 39,232 37,495 32,989 21,906

LBT (2,552) (12,797) (10,497) (19,336)

Note:-

*1 On 28 February 2018, our Board had approved the change in the FYE of GETS from 31 December to 30 June. The change in FYE was to consolidate the financial results of our acquired subsidiary at that point in time (i.e. Pengangkutan Awam Putrajaya Travel & Tours Sdn Bhd).

Our Group's financial performance over the financial years/ period under review had mainly relied on the express bus services segment as our main revenue driver, in which it has demonstrated the highest losses amongst our Group's other business segments (i.e. sales ofexpress and used buses and repair and maintenance services, city bus services and electric bus development) as a result of high operational costs particularly fuel costs, spare part costs, labour costs and repair and maintenance of our Group's ageing fleet of buses. Furthermore, our continued losses have negatively affected our Group's cash flow, which has decreased our funds available for the periodic maintenance of our Group's fleet of buses, which in turn has reduced the number of our buses that are operational and has further impeded our Group'sfinancial performance. Pursuant to the abovementioned financial constraints, our Board had announced on 7 November 2019 that Messrs PKF, being our external auditors, had expressed a material uncertainty on our Group's ability to continue as a going concern in our audited financial statements for the FYE 30 June 2019, premised on the following:-

i. Our Group had incurred LAT of RM9.73 million for the FYE 30 June 2019 and as at 30 June 2019, our Group's current liabilities exceed current assets by RM26.25 million;

ii. Our Group had defaulted on principal and interest payments amounting to approximately RM18 million on our borrowing from AmBank Islamic Bank Berhad, AmBank Berhad and Hong Leong Bank Berhad due to our financial constraints; and

iii. Our Group had on-going material litigations with creditors as detailed in our audited financial statements for the FYE 30 June 2019.

For the avoidance of doubt, Messrs PKF had also expressed a material uncertainty on our Group's ability to continue as a going concern in our audited financial statements for the FYE 30 June 2020, premised on the following:-

i. Our Group had incurred LAT of RM20.01 million during the FYE 30 June 2020 and asat 30 June 2020, our Group's current liabilities exceeded our current assets by RM46.46 million. In addition, economic disruption associated with the COVID-19 pandemic further indicates that a material uncertainty exists on our Group's ability to continue as a going concern;

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ii. Our Group had defaulted on the principal and interest payments amounting to approximately RM20.1 million on its borrowing from AmBank Islamic Bank Berhad, AmBank Berhad and Hong Leong Bank Berhad due to its financial constraints and summary of judgement had been awarded on 23 January 2020, 5 June 2020 and 25 February 2020, respectively. The winding up notice was served to our Group by AmBank Islamic Bank Berhad on 13 July 2020 and AmBank Berhad on 2 July 2020;and

iii. Our Company and certain subsidiaries have pending material litigations with financial institutions and creditors and are also in negotiation with the creditors that have issued a notice or petition of winding up for an amicable settlement.

Notwithstanding the above, Messrs PKF had given its opinion that our financial statements for the FYE 30 June 2020, which were prepared on a going concern basis, give a true and fair view of the financial positions of our Group as at 30 June 2020. The validity of Messrs PKF's opinion is dependent on our Group completing the Proposed Private Placement and utilising the proceeds for the intended purposes, the ability of our Group to restructure and settle its defaulted borrowings with the lenders and our Group's ability to achieve sustainable and viable operations with adequate cash flows generated.

On 25 August 2020, there had been an emergence of a new major shareholder, namely Teong LA, who holds an approximate 31.87% equity interest in GETS. Pursuant to his emergence as our new major shareholder, Teong LA together with our management and auditors, have been evaluating/ exploring the viable options available (i.e. fund raising exercises) to address our Group's abovementioned financial constraints.

Upon evaluating the financial position of our Group, Teong LA together with our Board have identified 2 core issues for the current financial predicament of our Group:-

i. the tight cash flow position of our Group as is mainly a result of the decreasing revenue due to intense competition within the bus industry due to low barriers of entry and limitations in the local bus routes. Our Group's tight cash flow position is also primarily attributable to higher operational costs (particularly fuel costs, spare part costs, labour costs and repair and maintenance of our Group's ageing fleet of buses) incurred from our existing bus operations throughout the financial years/ period under review; and

ii. the operations of the buses are affected as a result of our Group being unable to undertake the required periodic maintenance of our buses due to the abovementioned tight cash flow position of our Group (which affected a number of buses within our fleet). As at the LPD, out of our Group's total fleet size of 81 buses, our Group is unable to utilise 66 buses, which are due for repair, while only 15 buses are in normal operating condition.

Given the above findings, our Board has identified the fund raising exercise to raise the necessary funding in order to address the cash flow requirements of our Group. At the same time, our Board has also identified the Gloves Business as a new business segment for our Group to diversify into and expand our income stream, thereby reducing our Group's reliance on the existing bus operations.

Our Group had decided to diversify into the Gloves Business after taking into consideration the emergence of ADA Capital as the new major shareholder of our Group pursuant to the Proposed Private Placement coupled with Low BT's expertise in the manufacturing of gloves and in-depth knowledge of the Gloves Business. Further thereto and as set out in Section 6.3 of this Circular, Malaysian Rubber Glove Manufacturers Association ("MARGMA") hadhighlighted that exports of Malaysian rubber gloves are expected to increase 20 percent to 230 billion pairs by 2020 and global demand for rubber gloves is expected to increase by 15 to 20 percent in 2020, as compared to the usual demand growth of 8 to 10 percent due to the Covid-19 pandemic.

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Premised on the above, our Board is of the view that the Proposed Diversification (supported by the extensive Gloves Business experience of Low BT and Teong LA) may allow our Groupto capitalise on the abovementioned favourable long-term prospects of the glove industry togenerate an additional revenue stream to our Group. In addition, our Board anticipates that the Gloves Business will largely contribute to our Group's future earnings given our intention to expand our glove production capacity to generate higher sales and Low BT's experience in leading glove manufacturing operations, as evidenced by his contributions to founding and listing Latexx Partners Berhad, which was one of the largest rubber glove manufacturers in Malaysia.

Pursuant to the Proposed Diversification, our Group intends to construct a new glove manufacturing plant which has an estimated built up area of 520,000 sq ft and is capable of housing up to 12 glove-dipping lines on the industrial land currently owned by our Group (further details of which are highlighted in Section 4 of this Circular) to undertake the Gloves Business. Subject to obtaining our shareholders' approval for the Proposals at the EGM, the construction of the aforesaid glove manufacturing plant is expected to commence by the fourth quarter of this year and will commence commercial operations by the second quarter of year 2021. As highlighted in Section 4 of this Circular, the estimated total construction cost for the glove manufacturing plant is approximately RM100.00 million, which shall be financed via acombination of bank borrowings (RM85.00 million) and proceeds from the Proposed Private Placement (RM15.00 million). Further thereto, we plan to utilise a portion of the proceeds to be raised from the Proposed Private Placement to finance the initial working capital requirementsto put the new Gloves Business on-stream, namely the purchase of chemicals and raw materials required for the production of gloves and necessary overhead costs (i.e. recruitment of additional employees, office supplies, equipment maintenance and utilities charges).

In terms of the target market of our Group, we intend to export the gloves worldwide especiallyUnited States of America, Europe and Japan, in addition to selling the gloves to the local market. For the export to the overseas market, the relevant entity within our Group and the relevant products require registration with and/ or have to meet the relevant (medical) device regulations of the United States of America (through the United States Food and Drug Administration ("US FDA"), European Union ("EU") and Japan, as set out below:-

No. Country/ region Necessary registrations/ approvals

i. United States of America a. US FDA 510k Premarket Notificationb. US FDA Establishment Registration & Device Listing

ii. EU a. EU declaration of conformity together with the supporting technical documentation

iii. Japan a. Foreign Manufacturer Registration with the Ministry of Health, Labour and Welfare of Japan

b. ISO 9001 and ISO 13485 certifications (may also berequired for items (ii) (a) and (iii) (a) above)

With respect to the above, our Group intends to export both medical grade and non-medical grade gloves. The export of medical grade gloves will be subject to the abovementioned registrations and/ or (medical) device regulations and we anticipate that our submissions for such registrations and/ or (medical) device regulations will be made by the second quarter of 2021. On the other hand, such registrations and/ or (medical) device regulations are not required for the export of non-medical grade gloves.

In terms of the regulatory approvals required for the Gloves Business, our Group is required to submit the relevant applications to and obtain the approval from, amongst others, the following authorities/ regulatory bodies for the construction of the glove manufacturing facilities and the undertaking of the manufacturing, sales and marketing of gloves:-

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No. Authority/ regulatory body Status of application as at the LPD

Anticipated timeframe for obtaining approval

i. Majlis Perbandaran Taiping Application for DO has been submitted

to Majlis Perbandaran Taiping and it is currently pending the approval from Majlis Perbandaran Taiping. For the avoidance of doubt, the approval from Majlis Perbandaran Taiping on the DO is subject to the receipt of letters of no objection for the issuance of the DO by Majlis Perbandaran Taiping (each, a "no objection letter") from the authority/ regulatory bodies as highlighted in item no. ii – x below

Tentatively by fourth quarter of year 2020

ii. Pejabat Tanah dan Daerah Pending the issuance of no objection

letter Tentatively by fourth quarter of year 2020

iii. Lembaga Air Perak No objection letter has been issued on

6 October 2020

iv. Tenaga Nasional Berhad No objection letter has been issued on

1 September 2020

v. Jabatan Pengairan dan Saliran No objection letter has been issued on

6 October 2020

vi. Telekom Malaysia Berhad No objection letter has been issued on

24 August 2020

vii. Suruhanjaya Komunikasi and

Multimedia Malaysia No objection letter has been issued on 27 July 2020

viii. Indah Water Konsortium No objection letter has been issued on

30 October 2020

ix. Jabatan Mineral dan Geosains No objection letter has been issued on

29 September 2020

x. Jabatan Perancangan Bandar dan

Desa, Perak No objection letter has been issued on 9 September 2020

xi. Jabatan Alam Sekitar Negeri

Perak No objection letter has been issued on 16 October 2020

Based on the above and given that our Group's existing bus operations are currently incurring losses, our Board anticipates that, barring any unforeseen circumstances, our Group's new business activities in the Gloves Business may contribute 25% or more of the net profits of our Group and/ or result in a diversion of more than 25% of the NA of our Group towards the aforesaid new business activities moving forward. Furthermore, our Board anticipates that the Gloves Business will largely contribute to our Group's earnings in the future given our intention to expand and increase our production capacity to generate higher sales. As such, our Board proposes to seek the approval from our shareholders for the Proposed Diversification pursuant to Paragraph 10.13 of the Listing Requirements at the EGM. Notwithstanding the Proposed Diversification, our Board intends to continue with our Group's existing principal activities in the same manner and our Board will review our Group's business operations from time to time with the intention to further improve our Group's financial performance.

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Key management personnel

Premised on the Gloves Business that our Group intends to venture into, our Group has identified experienced personnel, namely Teong LA and Low BT, to lead and oversee the operations pertaining to our Group's Gloves Business moving forward. Further details of the qualification and experience of the key management personnel are set out below:-

i. Teong LA (Male), a Malaysian aged 65, is the major shareholder of our Group. He will be responsible for the operations of the Gloves Business.

Teong LA completed his Malaysian Higher School Certificate from King Edward VII School in 1972. He has more than 45 years of working experience within the construction and property development sector.

He commenced his career in the aforesaid sector in 1974 up until 1991 as a project manager in Siaw Yeap Engineering & Construction Sdn Bhd, whereby he was mainly involved in the construction of residential and non-residential buildings. Subsequently, in 1991 to 1997, he was the managing director for Era Teknik Sdn Bhd in which he was involved in the construction of the roads, bridges, school buildings and government quarters for the Malaysian Government (i.e. Jabatan Kerja Raya). During this period, he was also involved in the construction of residential houses within the private sector, comprising approximately 1,100 terrace units in Taman Intan Mas – Bandar Baru, Teluk Intan, Perak.

In 1997 up until 2014, he was the managing director for Legend Develand Sdn Bhd, which is principally involved in the construction and property development sector. During this period, he was responsible for the completion of the construction of 2 major rubber hand gloves factories for 26 dipping lines as well as the construction of the workers' hostels cum canteen for Latexx Partners Berhad in Kamunting Perak. In 2005, as the Managing Director of Legend Develand Sdn Bhd, he successfully completed a turnkey development project for the Perak State government, comprising of 487 units of Rumah Mesra at Air Kuning, Pangkalan Aur, Taiping Perak. In addition, he was also involved in the construction of several housing scheme consisting of semi-detached and terrace houses in several district of Perak.

Since 2014 and up to the LPD, he is the managing director of Three by Three Sdn Bhd which is involved in constructing and developing residential houses which consists residential properties in Ipoh, Perak. During his stint in the aforesaid company, he was also responsible for the completion of a turnkey project in designing and constructing food and beverages central kitchen cum training center including 7 food and beverage outlets in Kuala Lumpur, Selangor and Penang.

ii. Low BT (Male), a Malaysian aged 62, will, after completion of the Proposed PrivatePlacement, be responsible for managing the overall resources and operations of our Group's Gloves Business as well as overseeing long-term business expansion and strategic planning of the Gloves Business.

Low BT completed his Malaysian Certificate of Education from Hua Lian Secondary School in 1976. He has approximately 33 years of entrepreneurial experience in the glove, distribution of motor vehicles and public transport industry.

From 1976 up to 1987, he was involved in the motor vehicle maintenance, servicing, insurance and related businesses, during the last two years of which, he co-founded and became a director of Super & Co Sdn Bhd to conduct such businesses.

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In 1987, Low BT founded Latexx Partners Berhad, which was one of the largest rubber glove manufacturers in Malaysia and had contributed to its successful listing in 1996. He was also the Executive Chairman and Chief Executive Officer of Latexx Partners Berhad from 2004 to November 2013. In late 2012, he divested his entire stake in Latexx Partners Berhad to Semperit AG Holding which is an Austrian based global rubber medical glove maker. He remained on the board of directors of Latexx Partners Berhad in an executive capacity until November 2013 and thereafter in a non-executive capacity until his resignation in May 2016.

Presently, Low BT is an entrepreneur who holds ownership in several private companies involved in oil palm plantation activities and property development.

Our Group intends to leverage on the combined experiences of Teong LA and Low BT, especially Teong LA's prior experience in the construction of the gloves manufacturing facilities and Low BT's expertise in the manufacturing of gloves and his in-depth knowledge and production know-how on the Gloves Business. Additionally, our Group intends to recruit additional full-time employees to undertake various roles (e.g. production, quality control, research and development) required to put on-stream the Gloves Business, a breakdown of which is as follows:-

Position/ roleNumber ofemployees

Managerial staff 11

Administrative staff 15

Technical staff/ supervisors (quality control and research and development roles) 46

Production/ general workers 778

Total 850

We intend to commence interviewing and selecting candidates for the abovementioned managerial and administrative staff positions in November 2020 and complete recruitment for such positions by January 2021. Our recruitment for the remaining aforesaid positions shall be undertaken in stages as set out below:-

i. Phase 1 (January – April 2021): Recruit 35 technical staff/ supervisors, 344 production/general workers;

ii. Phase 2 (April – July 2021): Recruit 11 technical staff/ supervisors and 151 production/general workers; and

iii. Phase 3 (July – October 2021): Recruit 283 production/ general workers.

Based on the above, our Board believes that, by leveraging on the expertise of the aforesaid key management personnel and with the recruitment of additional manpower to undertake the various roles in the Gloves Business, our Group has the capacity, capability and resources to diversify into the Gloves Business and related activities.

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4. UTILISATION OF PROCEEDS

Based on the issue price of RM0.55 per Placement Share, the Proposed Private Placement is expected to raise gross proceeds of approximately RM86.90 million. The proceeds are intended to be utilised by GETS in the manner as set out in the following table:-

Proposed utilisation

Estimated timeframe for the utilisation of

proceeds*1 Proceeds raisedRM'000 %

Construction of glove manufacturing facilities and capital expenditure for the Gloves Business*2

Within 24 months 38,900 44.76

Working capital for the Gloves Business*3 Within 12 months 20,900 24.05

Repayment of bank borrowings*4 Within 24 months 19,100 21.98

Working capital for the existing bus operations*5 Within 12 months 7,750 8.92

Estimated expenses in relation to the Proposals*6 Upon completion 250 0.29

Total 86,900 100.00

Notes:-

*1 From the date of completion of the Proposed Private Placement.

*2 Currently, our Group owns several contiguous parcels of industrial land located at Jalan Logam 5, Perindustrian Kamunting 3, Kamunting Raya Estate 34600, Kamunting, Perak with a total land area of approximately 713,238 sq ft and a tenure of 99 years leasehold which expires on 7 December 2097. Our Group intends to construct a new glove manufacturing plant on 305,318 sq ft of the said industrial land to undertake the Gloves Business.

The construction of the new glove manufacturing plant is expected to commence by the fourth quarter of this year and will commence commercial operations by the second quarter of year 2021. The estimated breakdown of proceeds to be utilised to partially finance the costs of construction of the new glove manufacturing plant as well as the capital expenditure for the Gloves Business is set out below:-

No. Description RM'000

(i) The estimated total construction cost for the glove manufacturing plant is approximately RM100.00 million, which shall be financed via the combination of bank borrowings (RM85.00 million) and cash (RM15.00 million). Accordingly, the estimated proceeds of RM15.00 million will be utilised to kick-start and partially finance the construction cost for the glove manufacturing plant which has an estimated built up area of 520,000 sq ft and is capable of housing up to 12 glove-dipping lines.

15,000

(ii) The estimated total cost for the fabrication, installation and commissioning of 12 new double-former glove-dipping lines is approximately RM126.00 million, which shall be financed via the combination of bank borrowings (RM107.10 million) and cash (RM18.90 million). Accordingly, the estimated proceeds of RM18.90 million will be utilised to kick-start and partially finance the fabrication, installation and commissioning of 12 new double-former glove-dipping lines.

Each automated glove-dipping line consists of conveyor chains, dipping tank, motors and heating system as well as the ancillary facilities and components to equip the glove-dipping lines such as former holders and ceramic formers and chlorination system to treat gloves. The abovementioned machinery (including ancillary facilities and components) shall be purchased from local and foreignvendors, further details of which are set out below (for the avoidance of doubt, the quantities disclosed below are for the 12 automated glove-dipping lines):-

18,900

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Machinery Country of origin Quantity for 12 lines

Conveyor chains China/ Malaysia 20,000 metres

Dipping tank Malaysia 280 units

Motors Malaysia 24 sets

Heating system Turkey/ Italy/ Malaysia 180 sets

Former holders China/ Malaysia 420,000 units

Ceramic formers China/ Malaysia/ Indonesia 480,000 units

Chlorination system Malaysia 12 sets

For the avoidance of doubt, the costs of glove-dipping lines will be subject to the prevailing market price of the machinery at such time where they are acquired from the vendor. Accordingly, the financing costs for the glove-dipping lines is an estimate from our management and the actual prices may vary from time to time.

(iii) Estimated proceeds to be utilised to kick-start and partially finance the other capital expenditure for the Gloves Business include the installation of other related facilities such as utilities system (i.e. electricity supply and water supply installation which is expected to cost RM7.00 million and RM14.00 million, respectively) as well as office equipment which is expected to cost RM0.50 million. The estimated total cost to install other related facilities of RM21.50 million shall be financed via a combination of bank borrowings (RM16.50 million)and cash (RM5.00 million).

5,000

Total 38,900

The estimated glove production capacity of our Group upon full commissioning of the glove-dipping lines is approximately 4.60 billion pieces per annum. The estimated glove production output of our Group upon full commissioning of the 12 glove-dipping lines is approximately 4.14 billion pieces per annum.

Premised on the above, the total cost for the construction of glove manufacturing facilities and related capital expenditure for the Gloves Business is approximately RM231.00 million, of which RM38.90 million is intended to be financed via cash proceeds allocated from the Proposed Private Placement and the remaining cost ofRM192.10 million will be financed via bank borrowings. At this juncture, our Group is in preliminary discussions with banks to negotiate terms of the abovementioned bank borrowings and our Group expects to finalise the terms and begin drawing down from said bank borrowings by the second quarter of 2021.

*3 The proceeds earmarked for working capital for the Gloves Business is estimated to be utilised in the following manner:-


(i) Purchase of chemicals (e.g. calcium nitrate which is used to ensure that the latex is able to adhere to the glove mould and chlorine gas which is used to reduce surface friction of the finished gloves for easier wear) and raw materials (e.g. nitrile butadiene/ synthetic rubber and natural latex) required for the production of gloves.

12,600

(ii) Overhead costs – recruitment of additional employees to undertake various roles (e.g. production, quality control, research and development) as set out in Section 3 of this Circular, office supplies, equipment maintenance and utilities charges required to put on-stream the Gloves Business.

8,300

Total 20,900

*4 As at the Announcement LPD, our Group's bank borrowings stood at approximately RM21.67 million. Our Group proposes to utilise approximately RM19.10 million of the total gross proceeds from the Proposed Private Placement to partially repay the bank borrowings of our Group, which may result in interest savings of approximately RM1.21 million per annum, as set out below:-

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Type of facilitiesInterest rate

per annum

Amount outstanding as

at theAnnouncement

LPD

Proposed utilisation of

proceeds

Interest savings per

annum% RM'000 RM'000 RM'000

Bank overdraft 6.70 – 8.95 6,856 6,300 538

Term loans and Trust Receipts 3.60 – 6.95 14,816 12,800 670

Total 21,672 19,100 1,208

For clarification purpose, pursuant to the terms of Subscription Agreement I, on 11 September 2020, ADA Capital paid a sum of RM30.00 million to GETS as a refundable deposit of the Subscription Price ("Deposit"). On 7 October 2020, our Company had utilised approximately RM7.26 million of the Deposit to fully settle our outstanding borrowings with Hong Leong Bank Berhad.

As at the LPD, our Group’s outstanding bank borrowings stood at approximately RM14.32 million. As such, our Group shall utilise the balance earmarked proceeds of approximately RM11.84 million (being RM19.10 million less RM7.26 million) to repay such bank borrowings of our Group.

*5 The proceeds earmarked for working capital for the existing bus operations is estimated to be utilised in the following manner:-


(i) Bus operation costs

Part of the proceeds has been earmarked to finance our Group's operational costs, particularly for the repair and maintenance of buses which shall enable our Group to optimise the utilisation of our fleet of buses by reducing the buses'downtime, ensuring that the buses are safe for passengers and other road users as well as prolonging the useful life of each buses. In addition, vehicles that are adequately maintained will perform better in the long run. As at the LPD, 66 buses within our Group's fleet are due for repair.

1,500

(ii) Overhead costs for bus operation

Purchase of spare parts, repayment to creditors, utilities charges, staff related expenses and other operating expenses incurred in the ordinary course of the bus operations. Based on our latest audited consolidated financial statements for the FYE 30 June 2020, our Group's total trade and other payables amounted to RM35.65 million as at 30 June 2020. Our Group's trade payables turnover period for the FYE 30 June 2020 is approximately 326 days, computed based on the following formula:-

(Trade payables at beginning + trade payables at end)/ 2 x 365 daysCost of sales for the FYE 30 June 2020

6,250

Total 7,750

The actual amount to be utilised for working capital requirements for the Gloves Business and the existing bus operations may differ subject to the operating requirements at the time of utilisation. In the event of a surplus/ deficit in the allocated amounts for the aforesaid working capit

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