JES International : Termination of Proposed Acquisition of Maya Asia Resources Sdn Bhd

JES INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore on 4 April 2006) (Company Registration Number 200604831K)

CONDITIONAL SALE AND PURCHASE AGREEMENT RELATING TO THE PROPOSED ACQUISITION OF 100% OF THE ENTIRE ISSUED AND PAID UP CAPITAL OF MAYA ASIA RESOURCES SDN BHD

• TERMINATION OF THE CONDITIONAL SALE AND PURCHASE AGREEMENT

All capitalised terms in this announcement shall, unless otherwise defined herein, have the same meanings ascribed to them in the Earlier Announcements (as defined below).

1. INTRODUCTION

   The Board of Directors (the "Board") of JES International Holdings Limited (the "Company") refers to the announcement of the Company dated:

2. 29 November 2016 in relation to the conditional sale and purchase agreement entered into between the Company and the Vendors ("CSPA");

3. 1 March 2017 in relation to First Completion of the Proposed Acquisition and the Supplemental Agreement to the CSPA;

4. 6 April 2017 in relation to the responses to the queries raised by the Singapore Exchange Securities Trading Limited ("SGX-ST") regarding First Completion;

5. 14 May 2017 in relation to the unaudited financial statements of the Company for the financial period ended 31 March 2017; and

6. 19 May 2017 in relation to the acquisition of BEBE Singapore Pte Ltd (collectively, the "Earlier Announcements") and all incidental matters thereto.

7. TERMINATION OF PROPOSED ACQUISITIONS

8. Further to the Earlier Announcements, the Board wishes to announce that the Company and the Vendors (collectively, the "Parties") have decided to terminate the Proposed Acquisition by mutual agreement as the Parties had encountered difficulties during the course of fulfilling the conditions precedent of the CSPA by the long-stop date therein, and were unable to reach a consensus in resolving such difficulties.

9. In accordance thereto, the Parties have agreed to terminate the CSPA with effect from 8 September 2017 (the "Termination"), with each of the Company and the Vendors to bear their own costs and expenses (including legal costs) incurred by it in connection with the CSPA, as provided for in the CSPA, with no further recourse to the Company.

10. In light of the Termination, the Company has, at the request of the Vendors procured or will be procuring:

11. the resignation of Rennie Siow and Wu Wei (being the directors nominated by the Company to the board of directors of the Sale Group Companies) from the board of directors of the Sale Group Companies;

12. the resignation of Pang Jet Seng from the Board;

13. the transfer of beneficial interest in the Sale Shares to the Vendors; and

14. the sale of the entire issued and paid-up share capital of BEBE Singapore Pte Ltd to Pang Jet Seng for a consideration of S$1.00,

which were the terms of certain conditions precedent to First Completion.

15. FINANCIAL EFFECTS OF THE TERMINATION OF THE PROPOSED ACQUISITION

16. Pursuant to First Completion, the Company had consolidated the financial results of the Target Company with the financial results of the Company for the period commencing 1 March 2017 (being the date of transfer of beneficial interest in the Sale Shares). Accordingly, the accounting treatment of the Termination would be deemed as a disposal of the Target Company where the Company will de-recognise the assets and liabilities of the Target Company at their carrying amounts as at the date of Termination, as announced by the Company on 6 April 2017.

    As consolidation of the financial results of the Company and the Target Company only took place commencing 1 March 2017, the Company is unable to show the financial effects of the Termination based on the audited financial statements of the Company and the Target Company for the financial year ended 31 December 2016, as First Completion was only effected on 1 March 2017.

    Accordingly, the Company will be showing the financial effects of the Termination in its announcement for the financial results for the period ending 30 September 2017. However, purely for illustration purposes the Company has set out below the financial effects of the Termination assuming that the Termination had occurred on 30 June 2017.

    The pro forma financial effects are presented for illustration purposes only and are not intended to reflect the actual performance or the financial situation of the Company or the Target Company.

17. EPS as at 30 June 2017

    Assuming that the Termination had been completed on 30 June 2017, the Company would have incurred a loss of approximately Malaysian ringgit ("MYR") 2,642,000 and the corresponding pro forma effect on the earnings per share ("EPS") will be as follows:

    Before Termination (MYR)	After Termination (MYR)
    Net profit/(loss) attributable to shareholders	18,091,000	15,449,000
    Weighted average number of shares1	1,208,028,000	1,208,028,000
    Basic EPS (MYR Cents)	1.5	1.28

    Notes:

18. As at 4 March 2015 (being the last trading day on which shares in the Company were transacted on the SGX-ST prior to the suspension in trading of the Company's shares.

19. Net Tangible Assets as at 30 June 2017

    Assuming that the Termination had been completed on 30 June 2017, the effect on the net tangible assets ("NTA") will be as follows:

    Before Termination (MYR)

    After Termination (MYR)

    NTA	(28,810,000)	(31,434,000)
    Number of shares1	1,208,028,000	1,208,028,000
    NTA per share (MYR Cents)	(2.38)	(2.60)

    Notes:

20. As at 4 March 2015 (being the last trading day on which shares in the Company were transacted on the SGX-ST prior to the suspension in trading of the Company's shares.

21. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

    None of the Directors or the controlling shareholders of the Company have any interest, direct or indirect, in the Proposed Acquisition, other than through their respective directorships and/or shareholdings in the Company.

    However, the Company wishes to highlight that Ms Pang Jet Seng who has resigned as an executive director of the Company on 7 September 2017 is one of the Vendors of the Proposed Acquisition.

22. CAUTIONARY STATEMENT

The Company will continue to update shareholders as and when there are material developments to the Company. Shareholders and potential investors are advised to exercise caution in dealing or trading in the shares of the Company and are advised to read this announcement and any further announcements by the Company carefully, and should consult their stockbrokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.

BY ORDER OF THE BOARD JES INTERNATIONAL HOLDINGS LIMITED

JIN YU

Chief Executive Officer 8 September 2017