Unless otherwise stated, the abbreviations and definitions used throughout this Announcement shall have the same meanings as those previously defined in the Company’s Announcements dated 19 March 2024 (Reference Number: GA1-19032024-00089) in relation to the LOI-ITSH (“Announcement1”) and 09 July 2024 (Reference Number: GA1-09072024-00092) (“Announcement2”) in relation to the BCB-Subscription.

Further to the Announcement1 and Announcement2, the Board of Bonia wishes to provide the following additional information on the BCB-Subscription:

1.  Pursuant to the independent valuation report dated 08 March 2024 issued by M/s Sierac Corporate Advisers Sdn. Bhd. (“Sierac”) (independent business valuer appointed by Bonia) –

(i) the fair market value of 30% equity interest in ITSH derived from Discounted Free Cash Flow to Equity methodology (“Discounted FCFE method”) is in the range of RM7.29 million to RM10.78 million; and
(ii) the fair market value of 30% equity interest in ITSH derived from Relative Valuation Approach method-Price Earning Multiple (“RVA method”) is in the range of RM4.24 million to RM9.81 million.

2.  The total subscription consideration of RM7,500,217.18 was arrived at after negotiation on a willing buyer and willing seller basis, after taking into consideration of: –
(i)  the fair market value of 30% equity interest in ITSH ranges from RM7.29 million to RM10.78 million as appraised by Sierac based on the Discounted FCFE method and cross-checked with the RVA method; and
(ii)  potential benefits and the future earnings to be derived from ITSH arising from the BCB-Subscription.

3. M/s CSH Capital Advisory Sdn. Bhd. (“CSHC”) (independent professional appointed by Bonia)’s due diligence report dated 27 May 2024 covers its due diligence done on the: (a) financial, (b) tax status review, and (c) register of charges for ITSH, its subsidiaries in Malaysia and Singapore and associate in Thailand.

CSHC was established in 2009 and provides various services where their core competencies include accountancy work, business and management consulting, financial due diligence and corporate secretarial services.

This Announcement is dated 16 July 2024.