Asset Acquisitions and Disposals::Proposed Disposals of Businesses and Assets of ZICO Knowledge Services Sdn Bhd and ZICO RMC Pte Ltd

ZICO HOLDINGS INC.

Incorporated in Labuan, Malaysia

Company Registration No. LL07968

PROPOSED DISPOSALS OF BUSINESSES AND ASSETS OF ZICO KNOWLEDGE SERVICES SDN BHD AND ZICO RMC PTE LTD

1. INTRODUCTION

1. The board of directors ("Board") of ZICO Holdings Inc. ("Company", and together with its subsidiaries and associated companies, the "Group") wishes to announce the following:
2. 1. that ZICO Knowledge Services Sdn Bhd (a wholly-owned subsidiary of the Company) ("ZKS") has on 27 July 2021 entered into a business transfer agreement ("ZKS Transfer Agreement") with Rentas Mesra Sdn Bhd. ("Purchaser"). Pursuant to the ZKS Transfer Agreement, ZKS has agreed to sell to the Purchaser, and the Purchaser has agreed to acquire from ZKS, the ZKS Business Assets (as defined in paragraph 2.2) relating to the ZL Support Business (as defined in paragraph 2.1) on the terms and conditions of the ZKS Transfer Agreement ("ZKS Transfer"); and
   2. that ZICO RMC Pte Ltd (another wholly-owned subsidiary of the Company) ("ZICO RMC") has on 27 July 2021 entered into another business transfer agreement ("ZRMC Transfer Agreement") with the Purchaser. Pursuant to the ZRMC Transfer Agreement, ZICO RMC has agreed to sell to the Purchaser, and the Purchaser has agreed to acquire from ZICO RMC, the ZRMC Business Assets (as defined in paragraph 3.2) in relation to the ZL Regional Management Business (as defined in paragraph 3.1) on the terms and conditions of the ZRMC Agreement ("ZRMC Transfer").
3. The ZKS Transfer Agreement and ZRMC Transfer Agreement are referred to together as the "Transfer Agreements" and each as a "Transfer Agreement". The ZKS Transfer and the ZRMC Transfer are referred to together as the "Proposed Disposals".

2. INFORMATION ON THE ZL SUPPORT BUSINESS AND THE ZKS BUSINESS ASSETS

2.1 Information on the ZL Support Business

1. ZKS is a provider of business support services that comprise (a) accounting, finance and budgeting,

2. information technology, (c) human resource, (d) business development and corporation communications ("BDCC"), and (e) knowledge management and training ("KMT") under the
   "Management, Support Services and Licensing Services" segment of the Group. These services are provided to various law firms of the ZICOlaw network and various subsidiaries of the Group.

ZICO Holdings Inc.

Company Registration No. LL07968

Level 15-3 MenaraMilenium, JalanDamanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur t. [phone] f. [phone]

www.zicoholdings.com

Of specific relevance, ZKS provides BDCC and KMT services to the law firms of the ZICOlaw network ("ZL Support Business") via service orders entered into between ZKS and the respective law firms of the ZICOlaw network pursuant to the relevant master service agreement ("ZICOlaw Service Orders"). Except as pertains to the ZL Support Business, ZKS will continue to provide the business support services to the ZICOlaw network firms and the various subsidiaries of the Group as stated in the preceding paragraph post-Completion.

2.2 Information on the ZKS Business Assets

Under the ZKS Transfer Agreement, ZKS will sell and the Purchaser will acquire the ZL Support Business and the following assets:

1. the ZICOlaw Service Orders, including all rights, benefits, entitlements, claims, obligations and liabilities under them;
2. all copyrights, trademarks and service marks (save in relation to "ZICO" or "ZICOlaw"), business names and domain names, database rights, rights to use, and all other similar rights in any part of the world (including know-how and trade secrets), and all other intellectual property rights that are relevant to the ZL Support Business and these include but are not limited to those listed in the ZKS Transfer Agreement ("Intellectual Property Rights");
3. the office equipment furniture and furnishings, and IT systems used or intended for use in connection with the ZL Support Business;
4. all information, know-how and techniques (whether or not confidential and in whatever form held) which in any way relate to the ZL Support Business; and
5. all other property, rights, and assets used, enjoyed or exercised or intended to be used, enjoyed or exercised in connection with the ZL Support Business,

(collectively, the "ZKS Business Assets").

1. The Purchaser has offered employments in writing to certain employees of ZKS. The Purchaser's written offer of employment shall take effect from the Effective Time on terms and conditions no less favourable than those enjoyed by these immediately before the Effective Time.
2. Receivables are excluded from the sale under the ZKS Transfer Agreement. These receivables consist of the book and other debts receivable by or owing to ZKS in connection with the ZL Support Business and ZKS Business Assets at the Effective Time, including debts receivable or owing to ZKS pursuant to the ZICOlaw Service Orders.

3. INFORMATION ON THE ZL REGIONAL MANAGEMENT BUSINESS AND THE ZRMC BUSINESS ASSETS

3.1 Information on the ZL Regional Management Business

ZICO RMC is a provider of regional management services that comprise (a) strategic advisory, (b) market intelligence, (c) business relation, (d) public sector relations, and (e) risk management under the "Management, Support Services and Licensing Services" segment of the Group. These services are provided to various law firms of the ZICOlaw network and various subsidiaries of the Group.

Page 2 of 9

Of specific relevance, ZICO RMC provides the above services to the law firms of the ZICOlaw network ("ZL Regional Management Business") via the relevant regional management agreements entered into between ZRMC and the respective law firms of the ZICOlaw network ("ZICOlaw RMAs"). ZRMC will cease to provide the regional management services to the ZICOlaw network but will continue to provide the regional management services to the various subsidiaries of the Group as stated in the preceding paragraph post-Completion.

3.2 Information on the ZMRC Business Assets

Under the ZRMC Transfer Agreement, ZRMC will sell and the Purchaser will acquire the ZL Regional Management Business and the following assets:

1. the ZICOlaw RMAs, including all rights, benefits, entitlements, claims, obligations and liabilities under them;
2. all copyrights, rights to use, and all other similar rights in any part of the world (including know- how and trade secrets), and all other intellectual property rights that are relevant to the ZL Regional Management Business. These do not include "ZICO" or 'ZICOlaw" trademarks or service marks;
3. client databases in relation to the ZL Regional Management Business;
4. relevant IT equipment (if any);
5. all information, know-how and techniques (whether or not confidential and in whatever form held) which in any way relate to the ZL Regional Management Business; and
6. all other property, rights, and assets used, enjoyed or exercised or intended to be used, enjoyed or exercised in connection with the ZL Regional Management Business,

(collectively, "ZRMC Business Assets", together with the ZKS Business Assets, "Sale Assets").

3.3 Receivables are excluded from the sale under the ZRMC Transfer Agreement. These receivables consist of the book and other debts receivable by or owing to ZICO RMC in connection with the ZL Regional Management Business at the Effective Time, including debts receivable or owing to ZICO RMC pursuant to the ZICOlaw RMAs.

4. INFORMATION ON THE PURCHASER

The Purchaser is a private company limited by shares, incorporated in Malaysia. The Purchaser's nature of business is management services and general trading. The Purchaser, its shareholders, its directors and its beneficial owners are not related to the Directors or controlling shareholder of the Company and their respective associates. The Proposed Disposals are not interested person transactions as defined in the SGX-ST Listing Manual Section B: Rules of Catalist ("Catalist Rules").

Page 3 of 9

5. MATERIAL TERMS OF THE TRANSFER AGREEMENTS

5.1 Consideration

1. The considerations for the Proposed Disposals are:

Transaction	Consideration (RM)
ZKS Asset Transfer	4,387,470
ZRMC Asset Transfer	2,140,542
Total consideration	6,528,012

1. The total consideration of RM6,528,012 ("Total Consideration") is to be satisfied fully in cash at Completion to the credit of bank account to be designated in writing to the Purchaser .
2. The Total Consideration was arrived at through arm's length negotiations between the Company and the Purchaser on a willing-buyer and willing-seller basis. The Board of Directors took the following factors into account in evaluating the Proposed Disposals:
3. 1. the ZL Support Business and the ZL Regional Management Business were generating revenue of approximately RM6.7 million and losses of approximately RM1.4 million in the financial year ended 31 December 2020. The disposals are expected to reduce the losses of the Group's business segment in management, support services and licensing services ("MSSL segment"). Resources utilised to support the MSSL segment previously can be rationalised and optimised for the Company's other working capital requirements; and
   2. the Proposed Disposals will generate a gain on disposal for the Group of RM5,989,571.

5.2 Conditions precedent

1. Completion under the ZKS Transfer Agreement shall be subject to the fulfilment (or waiver, as the case may be) of the following:
2. 1. ZKS having obtained the relevant parties' execution of novation letters to transfer, assign and novate the rights, interests, benefits, entitlements, remedies and obligations, liabilities and burdens in and to the ZICOlaw Service Orders that relate to certain ZICOlaw firms (i.e. Roosdiono & Partners, Zaid Ibrahim & Co., ZICOlaw Myanmar Limited, ZICO Insights Law LLC, ZICOlaw Thailand Limited, ZICOlaw (Vietnam) Ltd, and ZICOlaw (Laos) Sole Co., Ltd) to the Purchaser with effect from the Effective Time;
   2. ZKS having signed a deed of assignment to sell and transfer the Intellectual Property Rights to the Purchaser free from encumbrances and together with all benefits attaching thereto with effect from the Effective Time;
   3. the Company having (1) obtained and complied with the directions (if any) of the
      Singapore Exchange Securities Trading Limited ("SGX-ST") in relation to the sale and transfer of the ZL Support Business and ZKS Business Assets to the Purchaser and/or (2) obtained all approvals (if required) from its shareholders, directors, and authorities,

Page 4 of 9

(collectively, "ZKS Conditions Precedent").

1. 1. Completion under the ZRMC Transfer Agreement shall be subject to the fulfilment (or waiver, as the case may be) of the following:
   2. 1. ZICO RMC having obtained the relevant parties' execution of novation letters to transfer, assign and novate the rights, interests, benefits, entitlements, remedies and obligations, liabilities and burdens in and to the ZICOlaw RMAs that relate to certain ZICOlaw firms (i.e., Roosdiono & Partners, Zaid Ibrahim & Co., ZICOlaw Myanmar Limited, ZICO Insights Law LLC, ZICOlaw Thailand Limited, ZICOlaw (Vietnam) Ltd, and ZICOlaw (Laos) Sole Co., Ltd) to the Purchaser with effect from the Effective Time; and
      2. the Company having (1) obtained and complied with the directions (if any) of the SGX-ST in relation to the sale and transfer of the ZL Regional Management Business and ZRMC Business Assets to the Purchaser and/or (2) obtained all approvals (if required) from its shareholders, directors, and authorities (collectively, "ZRMC Conditions Precedent").
2. Completion
   Completion of the sale and purchase of (a) the ZL Support Business and ZKS Business Assets, or (b) ZL Regional Management Business and ZRMC Business Assets (as the case may be) ("Completion") shall take place on a date no later than 30 July 2021 or such other date as may be mutually agreed between the parties, at such place as may be agreed between the parties.
3. Other material conditions
   Save as disclosed above, there are no material conditions including a put, call or other option attached to the Proposed Disposals.

1. SERVICE CONTRACTS
   No person is proposed to be appointed as a director of the Company in connection with the Proposed Disposals. Accordingly, no service contract is proposed to be entered into by the Company in connection with the Proposed Disposals.
2. RATIONALE FOR THE PROPOSED DISPOSALS
   The Proposed Disposals implement the Company's decision to move away from providing management and support services to the ZICOLaw firms. It is aligned with the Company's strategy to focus on services in the advisory and transactional Services segment ("ATS segment). Compared to the ZL Support Business and the ZL Regional Management Business that do not constitute the core business of the Group, the ATS segment provides better returns from businesses which are expected to grow more rapidly in the near future, namely, services such as Asset and Fund Management, Trust and Fiduciary Services and Capital Markets.
   The Proposed Disposals will further enable a rationalization exercise to optimize the support services departments and costs to support the needs of the Company.

Page 5 of 9