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Multiple Proposals

We refer to the announcements made on 27 May 2022, 15 June 2022, 21 September 2022, 4 November 2022, 11 November 2022, 16 February 2023 and 27 February 2023 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Company, TA Securities wishes to announce that after due consideration of all facts and circumstances of the matter, Bursa Securities has, vide its letter dated 13 April 2023, decided to reject the Proposals pursuant to Rule 3.02(1) of the Listing Requirements as the Sponsor has failed to demonstrate to Bursa Securities’ satisfaction that it has undertaken proper due and careful enquiries in assessing the suitability of JCS Biotech to seek admission to the Official List in compliance with Rule 4.07(1) and Rule 4.07(2) of the Listing Requirements in particular the nature and extent of conflict of interest or potential conflict of interest that arises from the related party transactions (“RPTs”) between JCS Biotech with JCS Greentech Pte Ltd, JCS INVJ Pte Ltd, JCS Technologies Pte Ltd and JCS-Vanetec Pte Ltd, given among others that:

(i) The RPTs between JCS Biotech with JCS Greentech Pte Ltd, JCS INVJ Pte Ltd, JCS Technologies Pte Ltd and JCS-Vanetec Pte Ltd are not carried out on arm’s length basis and these RPTs and conflict of interest contribute a significant portion of JCS Biotech’s cost of sales;

(ii) The Sponsor relied on the information and confirmation provided by the Directors of JCS Biotech in concluding the RPTs are in arm’s length basis without undertaking proper due diligence and enquiry and the Sponsor changed the conclusion after Bursa Securities sought for further clarification; and

(iii) The Sponsor failed to identify and consider that the existing Directors of JCS Biotech are interested Directors and therefore, should abstain from providing the confirmation on the RPTs. Further, the Sponsor failed to satisfactorily address Bursa Securities’ concerns on the appropriateness and accuracy of the Directors’ confirmation statement.

The Company and Sponsor has also failed to address concerns on compliance with Rule 4.07(3) of the Listing Requirements in particular on the level of due diligence undertaken by the Sponsor and the due diligence working group in ensuring that all material information were accurately and properly disclosed in the draft Circular. These shortcomings give rise to concerns on the reliability of the information submitted and representation made by the Sponsor and the due diligence working group to Bursa Securities.

In this regard, the Sponsor has also failed to comply with Rule 2.18(1) and Rule 2.18(3) of the Listing Requirements.

In view of the rejection of the Proposals, the Waiver Application is not considered.

The Board of Directors of MClean will deliberate on the above matter and will make the relevant announcements in due course.

This announcement is dated 13 April 2023.

Announcement Info