1. INTRODUCTION
The Board of Directors of Dayang Enterprise Holdings Berhad ("DEHB" or "Company") wishes to announce that Dayang Enterprise Sdn Bhd ("DESB"), a wholly-owned subsidiary of DEHB, had on 27 May 2026 entered into a Joint Venture & Shareholders' Agreement ("JV Agreement") with Petrokon Utama Sdn Bhd ("PUSB") in relation to a proposed joint venture collaboration for a project in Brunei Darussalam.
2. INFORMATION ON DESB
DESB is a wholly-owned subsidiary of DEHB and is principally involved in the provision of offshore topside maintenance services, minor fabrication works, hook-up and commissioning services, and other support services for the oil and gas industry.
3. INFORMATION ON PUSB
PUSB is a private limited company incorporated in Brunei Darussalam and, is principally involved in the provision of engineering, maintenance, construction, and related support services for the oil and gas industry in Brunei Darussalam.
4. SALIENT TERMS OF THE JV AGREEMENT
The salient terms of the JV Agreement include, amongst others, the following: -
(a) DESB and PUSB shall incorporate a joint venture company in Brunei Darussalam under the proposed name of Petrokon Dayang Corporation Sdn Bhd or such other name as may be approved by the relevant authorities;
(b) The proposed shareholding structure of the joint venture company shall be:
* PUSB - 50%
* DESB - 50%
(c) The initial paid-up capital of the joint venture company shall be BND100,000;
(d) The joint venture is intended for a Maintenance, Turnaround and Construction project which is currently still in a competitive tendering stage, subject to the fulfilment of the conditions precedent set out in the JV Agreement;
(e) DESB shall be entitled to appoint up to two (2) directors to the board of the joint venture company, and one of DESB's nominee directors shall be appointed as Chairman of the Board; and
(f) The JV Agreement shall become effective upon fulfilment of the conditions precedent, including, amongst others, the incorporation of the joint venture company and the award of the project in Brunei Darussalam.
5. RATIONALE FOR THE JOINT VENTURE
The proposed joint venture enables the DEHB Group to strengthen its strategic presence in Brunei Darussalam and enhance its capability to participate in maintenance, turnaround, and construction activities through collaboration with an established local Brunei partner.
The collaboration is also expected to complement the DEHB Group's existing expertise and support its long-term growth strategy within the regional oil and gas industry.
6. FINANCIAL EFFECTS
The JV Agreement is not expected to have any material effect on the issued share capital, and substantial shareholders' shareholding of DEHB.
The JV Agreement is also not expected to have any material effect on the earnings per share, net assets per share, and gearing of DEHB Group for the financial year ending 31 December 2026.
7. RISK FACTORS
The Company does not foresee any exceptional risk other than the normal operational and execution risks associated with the Project and joint venture arrangement. Nevertheless, the DEHB Group will continue to exercise prudent monitoring and operational controls over the joint venture activities.
8. APPROVALS REQUIRED
The execution of the JV Agreement is not subject to the approval of the shareholders of DEHB or any relevant governmental or regulatory authorities in Malaysia, as the applicable percentage ratios pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad do not trigger any requirement for shareholders' approval.
9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED
None of the Directors, major shareholders of DEHB, and/or persons connected with them has any interest, direct or indirect, in the JV Agreement.
10. DIRECTORS' STATEMENT
The Board of Directors of DEHB, having considered all aspects of the JV Agreement, is of the opinion that the JV Agreement is in the best interest of the Company.
This announcement is dated 9 June 2026