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HEADS OF AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EXISTING BUSINESS AND UNDERTAKINGS OF JINJIANG YANGSEN GARMENTS CO., LTD ("YANGSEN") INCLUDING ALL OF ITS ASSETS AND CERTAIN AGREED LIABILITIES ("PROPOSED ACQUISITION")("HOA")

We refer to your Company’s announcement dated 29 July 2015, in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1.   It is noted that the Proposed Acquisition is subject to Due Diligence Exercise and the relevant parties will only enter into a Definitive Agreement within three (3) months from the date of HOA, upon satisfactory conclusion on negotiations of all terms and conditions relating to the Proposed Acquisition. Given that there is no certainty that the Definitive Agreement will materialise in due course, please provide the rationale and justification as to why XDL decides to fix the issue price at RM0.22 per share at this juncture.

2.   The following information on YANGSEN  based on the latest audited accounts or latest practicable date

(i) Total assets and total liabilities ;

(ii) Total profit ;

(iii)  Name of directors and substantial shareholders together with their shareholdings ;

(iv)  Total contracts value secured ;

(v)  Distribution networks ;

(vi)   Manufacturing capabilities ; and

(vii)  Whether YANGSEN is a listed company. If yes, to state the Stock Exchange where it is listed and when was it listed.  

3.  Rationale for XDL to undertake the Proposed Acquisition of YANGSEN via the assets and liabilities method instead of via the direct acquisition of YANGSEN as a company. 

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully,

HENG TECK HENG  

Vice President, Issuers

Listing Division

Regulation

TGG

Cc : Market Surveillance Dept. , Securities Commission (via fax)