JADE MARVEL GROUP BERHAD (“JMG” OR “COMPANY”)

VARIATION TO THE UTILISATION OF PROCEEDS FROM THE PRIVATE PLACEMENT

(Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined
in the Company’s announcement dated 26 and 28 January 2022, 24 March 2022, 30 May 2022, 13 and 23
September 2022 in relation to the Private Placement (“Announcements”) and the Company’s circular to
shareholders dated 6 April 2022 (“Circular”)).

1. INTRODUCTION

We refer to the Company’s Announcements and Circular in relation to the Private Placement. On
behalf of the Board, Malacca Securities wishes to announce that the Board wishes to vary the
utilisation of proceeds raised from the Private Placement (“Variation”).

2. DETAILS OF THE VARIATION

Pursuant to the Private Placement, the Company had raised gross proceeds of approximately
RM26.76 million (“Private Placement Proceeds”) from two (2) tranches as follows: -

(i) on 10 June 2022, the first tranche of the placement of 6,000,000 Placement Shares was
listed. The aforesaid shares were issued at the issue price of RM0.8277 each, raising gross
proceeds of approximately RM4.97 million; and

(ii) on 22 September 2022, the second and final tranche of the placement of 90,606,238
Placement Shares was listed. The aforesaid shares were issued at the issue price of
RM0.2405 each, raising gross proceeds of approximately RM21.79 million.

In the Circular, based on the indicative issue price of RM0.683 per Placement Share, the Private
Placement was expected to raise gross proceeds of approximately RM65.98 million of which the
proposed utilisation was tabulated as follows: -

Expected timeframe from receipt

Proposed Utilisation (as approved) RM’000 % of placement proceeds
Frozen food business 6,000 9.09 Within 3 months
Repayment of bank borrowings 6,000 9.09 Within 3 months
Property development 7,000 10.61 Within 24 months
Money lending business 38,802 58.81 Within 24 months
Working capital 7,580 11.49 Within 12 months
Estimated expenses 600 0.91 Immediate
Total 65,982 100.00

However, based on the actual Private Placement Proceeds, the total amount raised was RM26.76
million. In this regard, the Company intends to vary the utilisation of proceeds, further details are
set out as below: -

Deviation
Proposed Revised Proposed (Compared to Expected timeframe
Utilisation* Utilisation Total Proceeds) from receipt of
Details of Utilisation RM’000 % RM’000 % RM’000 %(3) placement proceeds
(i) Frozen food business 2,433 9.09 - - (2,433)(1) (9.09) Within 3 months
(ii) Repayment of bank 2,433 9.09 4,900 18.31 2,467 9.22 Within 3 months
borrowings
(iii) Property development 2,839 10.61 3,500 13.08 661 2.47 Within 24 months
(iv) Money lending business 15,735 58.81 15,000 56.06 (735)(2) (2.75) Within 24 months
(v) Working capital 3,074 11.49 3,100 11.59 26 0.10 Within 12 months
(vi) Estimated expenses 243 0.91 257 0.96 14 0.05 Immediate
Total 26,757 100.00 26,757 100.00

1
 Notes: -
* Calculated based on percentage as approved.
(1) The Company intends to utilise the funds of RM2.43 million initially earmarked for the frozen food
business for the repayment of bank borrowings. Based on the latest unaudited accounts of JMG as
at 30 June 2022, the Company’s total borrowings stood at RM8.68 million. The repayment of RM4.90
million is expected to result in an interest savings of RM0.32 million per annum.
(2) The Company intends to utilise RM0.74 million out of the RM15.74 million earmarked for the money
lending business to be partially uitlised for the repayment of bank borrowings, property development,
working capital and estimated expenses.
(3) The percentage of the deviation was computed based on the following: -

= (Deviation/Total Proceeds Raised) x 100

(i) RM(2.433) million/RM26.757 million = (9.09)%

(ii) RM2.467 million/RM26.757 million= 9.22%
(iii) RM0.661 million/RM26.757 million = 2.47%
(iv) RM(0.735) million/RM26.757 million = (2.75)%
(v) RM0.026 million/RM26.757 million = 0.10%
(vi) RM0.014 million/RM26.757 million = 0.05%

3. RATIONALE FOR THE VARIATION

In view that the proceeds raised are below the expected funds raised of RM65.98 million, the
variation to the utilisation of the Private Placement Proceeds will entail the variation of approximately
RM3.168 million or 11.84% for the repayment of bank borrowings, property development, working
capital and estimated expenses.

4. APPROVALS REQUIRED

The Variation does not require the approval of the shareholders of the Company.

5. STATEMENT BY DIRECTORS

The Board having considered all aspects of the Variation, including but not limited to the rationale
for the Variation, is of the opinion that the Variation is in the best interest of the Company.

This announcement is dated 12 October 2022.