General Announcement
Reference No CA-100204-59814

Company Name
:
MANGOTONE GROUP BERHAD (ACE Market)
Stock Name
:
MTONE
Date Announced
:
04/02/2010

Regularisation Sponsor

:
M&A Securities Sdn Bhd
Sponsor
:
Same as above

Type
:
Announcement
Subject
:

MANGOTONE GROUP BERHAD (Formerly Known as TecAsia Group Berhad) (“MTone” or “Company”)
- MEMORANDUM OF UNDERSTANDING

Contents
:

The Board of Directors of MTone wishes to announce that the Company had on 4 February 2010 entered into a memorandum of understanding (“MOU”) with Kow Cheong Heng, Tay Kiong Hann, Kow Cheon Thye and Tay Tze Yi (Collectively “White Knight Shareholders”) for the proposed acquisition of the entire equity interest in KCH Mining Pollution Control Sdn Bhd (“KCH”) in conjunction with the proposed restructuring scheme of the Company (“Proposed Restructuring Scheme”). The White Knight Shareholders are the shareholders of KCH. KCH’s principal business activities are mining of minerals and general contracting.

The Proposed Restructuring Scheme is envisaged to encompass proposed capital reduction, proposed rights issue, proposed acquisition of KCH, proposed write off of debts and proposed debt settlement scheme with the bank and trade creditors.

The salient terms of the MOU include inter-alia, the following:-

(a) The MOU is an understanding mutually agreed to by the parties for the purpose of outlining their respective interest and intents prior to the entering of a definitive formal agreement for the proposed acquisition of KCH.

(b) The parties shall enter into a formal agreement incorporating all the terms and conditions agreed upon between the parties within thirty (30) days from the date of the MOU (or such extended time as may be agreed in writing to by the parties).

© In the event that no formal agreements are executed by the expiry of thirty (30) days from the date of the MOU (or such extended time as may be agreed in writing to by the parties), then the understanding under the MOU is terminated and neither party shall have any rights against the other.

(d) The Company shall be entitled to conduct a due diligence exercise on KCH.

The Company shall make a detailed announcement on the Proposed Restructuring Scheme which complies with the requirements under the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the ACE Market upon the completion of the due diligence exercise on KCH and the execution of the definitive agreement(s) for the Proposed Restructuring Scheme.

The MOU may be inspected at the registered office of MTone at 3rd Floor, Block C, Kelana Square, 17 Jalan SS 7/26, 47301 Petaling Jaya, Selangor Darul Ehsan during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of the announcement.

This announcement is dated 4 February 2010.