JF TECHNOLOGY BERHAD ("JF TECH" OR THE "COMPANY")

- JOINT VENTURE AGREEMENT BETWEEN HFC INDUSTRY HK LIMITED AND JF

INTERNATIONAL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF JF TECH

1. INTRODUCTION

The Board of Directors (“Board”) of JF Tech wishes to announce that JF

International Sdn. Bhd. (“JF International”), a wholly-owned subsidiary of JF
Tech had on 13 November 2023 entered into a Joint Venture Agreement
(“Agreement”) with HFC Industry HK Limited (“HFC Industry”), a subsidiary of
Shenzhen HFC Co., Ltd. (“Shenzhen HFC”) to invest in Malaysia jointly and to
set up a new company, namely HFC Tech Sdn. Bhd. ("HFC Tech”), engaging in
research and development (“R&D”), production and sales of shielding, wave-
absorbing, and heat-conducting materials business (“Joint Venture”).

Further details of the Joint Venture are set out in the ensuing sections.

2. DETAILS OF THE JOINT VENTURE

2.1 BACKGROUND INFORMATION ON JF INTERNATIONAL

JF International was incorporated in Malaysia and having its registered address at

Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur, Wilayah Persekutuan. It is a wholly-owned
subsidiary of JF Tech and is principally engaged in investment holding.

2.2 BACKGROUND INFORMATION ON HFC INDUSTRY

HFC Industry was incorporated in Hong Kong and having its registered address at
Unit 826, 8F, Ocean Centre, Harbour City, 5 Canton Road, TST Kowloon, Hong
Kong. It is a subsidiary of Shenzhen HFC and is principally involved in R&D,
production, and sales of new materials such as shielding materials and wave-
absorbing materials.

2.3 BACKGROUND INFORMATION ON HFC TECH

HFC Tech will be incorporated in Malaysia as a private limited company under the
Malaysian Companies Act 2016, with a total issued share capital of
RM4,000,000.00 comprising 4,000,000 ordinary shares. Its intended principal
activities include design, manufacturing, and sales of electromagnetic interference
shielding materials, thermal interface materials, absorbing materials, etc.

3. RATIONALE OF THE JOINT VENTURE

This collaboration aligns seamlessly with JF Tech's strategic objectives and is

expected to create strong synergies as we will be able to leverage each other’s
expertise, capabilities, and network to further scale JF Tech and its subsidiaries
("Group”) businesses.

4. SALIENT TERMS OF THE AGREEMENT

4.1 CAPITAL CONTRIBUTION

JF International shall contribute a total of RM800,000.00 comprising 800,000

ordinary shares representing 20% of the capital of HFC Tech, while HFC Industry
shall contribute a total of RM3,200,000.00 comprising 3,200,000 ordinary shares
JF TECHNOLOGY BERHAD ("JF TECH" OR THE "COMPANY")

- JOINT VENTURE AGREEMENT BETWEEN HFC INDUSTRY HK LIMITED AND JF

INTERNATIONAL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF JF TECH

representing 80% of the capital of HFC Tech. The capital contribution will be used
for HFC Tech’s operating needs, and the parties cannot withdraw it.

4.2 PROFIT DISTRIBUTION

Profit distribution rights and annual profits of HFC Tech will be distributed
according to the equity ratio of each party, and profits will be determined in
accordance with internationally recognised accounting principles and Malaysian
laws. The dividends of HFC Tech will be issued in Ringgit Malaysia.

4.3 VALIDITY PERIOD

The effective term of the Agreement shall begin upon signing and end upon the
expiration of the term of HFC Tech or the dissolution of HFC Tech.

4.4 CONFIDENTIAL INFORMATION

Without the prior written consent of HFC Industry or JF International ("Disclosing

Party”), not disclose the Confidential Information as defined in the Agreement,
disclosed by the Disclosing Party in whole or in part to any other person (except
for the relevant personnel involved in the performance of the Agreement and
those who need to know the relevant Confidential Information for such purposes).

The Confidential Information shall only be used to fulfill each party’s obligations
under the Agreement, and shall not be used for its own benefit or that of any third
party.

5. RISK FACTORS

Save for the normal operational risks, the Board of JF Tech is not aware of any
other risk factors which may arise from the Joint Venture.

6. FINANCIAL EFFECTS

6.1 SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS

The Agreement will not have any effect on the issued share capital of the Company
as well as its substantial shareholders and their shareholdings.

6.2 EARNINGS PER SHARE, NET ASSETS (“NA”) PER SHARE AND GEARING

The Agreement is expected to have a positive effect on earnings per share and
NA per share of the Company arising from the profit to be contributed over the
duration of the Joint Venture. The effect of the Agreement on the gearing of the
Group will be dependent on the eventual funding mix for the Joint Venture.

7. APPROVAL/CONSENT REQUIRED

The Joint Venture is not subject to the approval of shareholders of JF Tech.

JF TECHNOLOGY BERHAD ("JF TECH" OR THE "COMPANY")

- JOINT VENTURE AGREEMENT BETWEEN HFC INDUSTRY HK LIMITED AND JF

INTERNATIONAL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF JF TECH

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH THEM

None of the Directors and/or major shareholders of JF Tech and/or persons

connected to them has any interest, direct or indirect, in the acceptance of the
Agreement.

9. STATEMENT BY THE BOARD

The Board of JF Tech, having reviewed and considered the terms and conditions
of the Agreement, is of the opinion that the Joint Venture is in the best interest of
JF Tech and the terms and conditions of the Agreement are fair, reasonable and
on terms that are not detrimental to the minority shareholders of the Company.

10. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the Agreement is available for inspection at the Registered Office of JF

Tech during normal office hour from Monday to Friday (except for public holidays)
for a period of three (3) months from the date of this announcement.

This announcement is dated 14 November 2023.