Link: https://links.sgx.com/1.0.0/corporate-announcements/G9XWPRZGCWMNQ7PP/1f5ea3d1664b1e392ccb0b7953dda08903031fa83a2270c899383c4b657c58bd

Summary:

• Heptamax International’s wholly-owned direct subsidiary, Heptamax International (M) Sdn. Bhd., entered a joint venture agreement on 2 October 2025 with Mr. Lum Chee Seng, Mr. Tan Wai Hong (Executive Director), and Mr. Phan Lick Hong (Senior Technical & Product Development Manager).

• The new JV company will have a RM100,000 capital structure: Subsidiary (51%), Mr. Tan (24%), Mr. Lum (20%), Mr. Phan (5%).

• JV will focus on automation solutions, integrated import/export trading, and strategic planning and consulting.

• Mr. Lum will be the first Managing Director, leveraging over 20 years’ business development experience and extensive networks.

• Shareholding for partners is conditional upon continued employment with the Group; if any partner leaves, they must sell shares to the Subsidiary.

• Board will have 3 directors (2 nominated by Subsidiary, 1 by remaining partners). Subsidiary appoints the Chairman and Managing Director. Key decisions (e.g. issuing shares, asset disposals) require Subsidiary consent.

• Standard pre-emption, tag-along, drag-along rights, and a Subsidiary call option included.

• Non-compete and work referral obligations apply for up to 3 years after shareholding ends.

• The JV supports Group diversification into new segments, operational synergies, reduced single-revenue reliance, and long-term sustainable growth.

• The JV’s formation is not expected to have a material impact on Heptamax’s FY2025 financials; funding for the JV will come from internal resources.

• The Audit Committee found the JV’s terms fair and in the best interests of minority shareholders.