1. INTRODUCTION
The Board of Directors of GIIB ("Board") wishes to announce that GIIB Project Management & Capital Sdn. Bhd. (Formerly known as Goodway Marketing Sdn. Bhd.) ("GIIB PM&C"), a wholly-owned subsidiary of GIIB, had entered into a Memorandum of Understanding ("MOU") with Tricrest Foodie Trading Sdn. Bhd. ("Tricrest") on 26 June 2026 ("Date of MOU") to record the mutual understanding of the parties in relation to a proposed conditional share subscription, pursuant to which GIIB PM&C (or its nominee) intends to subscribe for new shares in the capital of Tricrest, to be undertaken via a conditional share subscription agreement ("CSSA") to be negotiated and entered into between the parties ("Proposed Investment").
2. INFORMATION ON TRICREST
Tricrest is a company incorporated in Malaysia and holds the exclusive distribution and branding rights in the Malaysian market for Wonlucky products ("Products") manufactured by Guangzhou Wanglaoji Pharmaceutical Co., Ltd. ("Guangzhou Wanglaoji").
Guangzhou Wanglaoji is a historic, state-owned Chinese pharmaceutical enterprise and a wholly-owned subsidiary of Guangzhou Pharmaceutical Group ("GPHL"), a group which has, since 1828, been internationally recognised for the development of traditional Chinese medicines and food products.
Leveraging its exclusive distribution and branding rights, Tricrest intends to market and distribute the halal-certified Products in Malaysia, and is also separately exploring sales and marketing opportunities for the Products in the South East Asia, Middle East and Africa region.
3. SALIENT TERMS OF THE MOU
The salient terms of the MOU include, among others, the following:
1. the parties shall negotiate in good faith towards the execution of the CSSA, pursuant to which GIIB PM&C (or its nominee) shall subscribe for new shares in Tricrest, on terms to be mutually agreed and set out in the CSSA;
2. the MOU is not intended to be legally binding on the parties (save for certain customary provisions relating to exclusivity, confidentiality, costs, and governing law), and does not constitute a binding commitment by either party to proceed with or complete the Proposed Investment;
3. during the exclusivity period under the MOU, Tricrest shall not solicit or negotiate with any third party in relation to any equity investment or similar transaction without the prior written consent of GIIB PM&C; and
4. the Proposed Investment, including its completion, remains conditional upon, among others, satisfactory due diligence, execution of the CSSA and other definitive documentation, and the receipt of all necessary corporate, regulatory, and other approvals.
4. RATIONALE FOR THE PROPOSED INVESTMENT
The Board believes that the Proposed Investment, if completed, would provide GIIB with an opportunity to participate in the potential long-term profitability of the Products, having regard to:
1. the long-standing heritage and brand recognition of Guangzhou Wanglaoji, a state-owned Chinese pharmaceutical enterprise with a history dating back to 1828;
2. the increasing shift in consumer preference towards more health-conscious products, which is expected to support continued demand for the Products;
3. the exclusive distribution and branding rights held by Tricrest for the Products in the Malaysian market, supported by halal certification; and
4. the potential for expansion of sales and marketing of the Products beyond Malaysia, including into the Middle East and Africa region, which the Company is separately evaluating as part of its broader growth strategy.
5. FINANCIAL EFFECTS
As the MOU does not constitute a legally binding commitment to complete the Proposed Investment, the MOU is not expected to have any material effect on the share capital, net assets, earnings, or gearing of GIIB for the financial year ending December 2026. The financial effects of the Proposed Investment, including the proposed subscription amount and shareholding to be acquired, will be announced separately upon execution of the CSSA.
6. APPROVALS REQUIRED
The Proposed Investment, when finalised pursuant to the CSSA, will be subject to, among others, the approval of the Board, and where applicable, the shareholders of GIIB, Bursa Malaysia Securities Berhad, and/or other relevant regulatory authorities.
7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders of GIIB, and/or persons connected with them has any interest, direct or indirect, in the MOU and the Proposed Investment.
8. DOCUMENTS FOR INSPECTION
The MOU is available for inspection at the registered office of the Company during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.
9. TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the parties target to finalise and execute the CSSA within 90 days from the Date of MOU.
10. STATEMENT BY THE BOARD
The Board is of the view that the Proposed Investment is in the best interest of the Company and will further announce the details of the Proposed Investment upon execution of the CSSA.
This announcement is dated 26 June 2026.