【IHB 7240 交流专区】（前名 VERTICE）

icy97

Date of change	15 Jan 2018
Name	MR CHEONG KAH WANG
Age	51
Gender	Male
Nationality	Malaysia
Type of change	Appointment
Designation	Chief Financial Officer
Qualifications	MIA, ACCA (UK)
Working experience and occupation	Having worked in the private sector for more than 20 years covering manufacturing, trading, services, oil & gas, construction and investment holding. Mr Cheong has extensive exposure in the field of financing reporting, financial analysis, project financing, international trade and legal recovery. His exposure in international trade and project financing has taken him to Singapore, Philippines, Indonesia, Hong Kong and China. He has dealt with local and international bankers for project financing and group reporting.

icy97

前首席法官加入Vertice董事部
Chester Tay & Christopher Lim/The Edge Financial Daily
February 14, 2018 10:50 am +08

（吉隆坡14日讯）前首席法官Tun Arifin Zakaria加入了Vertice Bhd（前身为Voir Holdings Bhd）董事部，担任非执行独立主席。

同时，年届40的Datuk Dr Azirul Salihin Anuar，也被委任为集团独立董事。

根据Vertice昨日发布的文告，67岁的Arifin是取代Datuk Zarul Ahmad Mohd Zulkifli（58岁，图片）的职务，后者为了追寻其他商业兴趣而请辞。

该公司之所以出现上述人事变动，是因为上个月大马反贪委员会（MACC）针对63亿令吉海底隧道项目涉嫌贪污一事，逮捕了几名人员所致。Zarul是该项目的主要承包商财团Zenith Construction私人有限公司的高级执行董事。

对于这个大型项目遭到攻击，Vertice也无法幸免。据1月13日的报导，首相署部长兼马华署理总会长拿督斯里魏家祥质疑为什么一家当地时装公司（指Vertice）是实行该项目的特殊项目公司（SPV）的大股东。

Vertice在1月16日发布的文告中否认涉及槟城大型项目，仅承认在Consortium Zenith拥有13.2%股权。

截至今年2月8日，Zarul持有Vertice的23.1%股权。

截至今年1月5日，除了Vertice之外，Consortium Zenith的其他股东包括Zenith Construction（47.12%）、Juteras私人有限公司（0.75%）及Kenanga Nominees（Tempatan）私人有限公司（38.92%）。

根据Vertice的文告，Arifin从2011年起担任大马第13任首席法官，直至去年4月份退休。他也熟悉企业运作，担任微想科技（Microlink Solutions Bhd）主席。

“他还是Asia Freight Rail私人有限公司（AFR）顾问，该公司成立于2015年，目前正处于向陆路公共交通委员会获取铁路运营商许可证的最后阶段，以成为国家第二大铁路运营商。”

“Arifin目前正积极与PT Industri Kereta Api（Persero）洽谈，与AFR就铁路货运业务谈判合并机会。”

另外，Azirul的医疗生涯始于2002年，是马来亚大学医学中心的医疗官员。随后，Azirul被任命为Mudajaya International Ltd和中国机械进出口总公司的子公司CMC Machipex Sdn Bhd的董事。

Vertice的其他董事是执行副主席Seow Khim Soon、董事经理Ham Hon Kit、执行董事Ibrahim Sahari和Wong Khai Wah，以及独立非执行董事Shaari Haron、Datuk Abdullah Sani Ab Hamid、Datuk Mah Siew Kwok、Mohd Hatim Abdullah与Yee Yit Yang。

上个月，MACC 还押了Ewein Bhd董事经理拿督尤瑞庆和Consortium Zenith的另一位高级执行官长达六天，以协助进行有关海底隧道项目的调查。

在两人还押之前，MACC还突击搜查槟州公共工程部、槟州秘书、槟城土地与矿业办事处和槟城估价及产业服务部门等四个州政府机构的办公室，以及三个房地产开发和建筑公司，包括Consortium Zenith的槟城办事处、Ewein拥有73%股权的子公司Ewein Zenith私人有限公司和555 Capital私人有限公司。

（编译：魏素雯）

Date of change	13 Feb 2018
Name	TUN ARIFIN BIN ZAKARIA
Age	67
Gender	Male
Nationality	Malaysia
Designation	Chairman
Directorate	Independent and Non Executive
Type of change	Appointment
Qualifications	He had his early education at the Sekolah Kebangsaan Gual Periok, Pasir Mas ,Kelantan. Upon passing the Special Malay Examination, he moved to Sultan Ibrahim Primary and subsequently the Sultan Ibrahim Secondary School, Pasir Mas ,Kelantan. He later continued his secondary education at the Sultan Ismail College, Kota Bharu, Kelantan. He went on to read law at the University of Sheffield in UK, graduating with honours in 1974.In 1979, he pursued the Master of Laws course at University College, London and the Bar Final Course at the Council of Legal Education at the same time. He was called to the English Bar at Lincolns Inn in 1979 and obtained his masters degree in the same year.Tun Arifin has also been conferred the Doctor of Laws (LL.D)(Honorary) from Universiti Sultan Zainal Abidin (UniSZA) in 2014, Universiti Teknologi MARA (UiTM) in 2016 and the Doctor of Philosophy in Law by the International Islamic University, Malaysia in 2017.
Working experience and occupation	Upon graduation, he joined the Judicial and Legal Service of Malaysia in September 1974. He was assigned to serve as Federal counsel in the Advisory Division of the Attorney Generals Chambers. Later he served as a magistrate, Sessions Court judge and senior assistant registrar. Tun Arifin served as assistant parliamentary draftsman. From 1981 to 1983, he served as Melaka state legal adviser. In 1983 he served as legal adviser to the Public Service Department until 1985 when he was promoted as the state legal adviser of Perak. In 1990 he was appointed deputy parliamentary draftsman and later as senior federal counsel in the Inland Revenue Department. On 1st March 1992, Tun Arifin was appointed as the Judicial Commissioner of the High Court of Malaya and, two years later, he was appointed as a High Court Judge of Malaya. In 2002, Tun Arifin was elevated to the Court of Appeal. In 2005, he was further elevated to the Federal Court. On 18th October 2008, Tun Arifin was made Chief Judge of Malaya. On 12th September 2011, Tun Arifin was appointed Chief Justice of Malaysia until he reached the mandatory retirement age on 31st March 2017. The New Commercial Courts, first established in Kuala Lumpur when Tun Arifin was Chief Judge of Malaya, saw commercial cases being disposed within nine months from the date of filing. In 2011, Tun Arifin oversaw the setting up of 14 Corruption Courts to expedite disposal of corruption cases. Tun Arifin was also responsible for introducing a number of specialist courts. In 2012, he opened the dedicated Environmental Court as part of the Sessions and Magistrates Courts. In 2013, Tun Arifin set up the Construction Court, in Kuala Lumpur and Shah Alam. In 2014, he oversaw the establishment of the Coroners Court. With the implementation of the Goods and Services Tax (GST) in April 2015, the judiciary established the Anti-Profiteering Court in Kuala Lumpur.
Directorships in public companies and listed issuers (if any)	MICROLINK SOLUTIONS BERHAD (620782-P)

icy97

槟城海底隧道案余波
Vertice主席请辞

2018年2月13日
（吉隆坡13日讯）身陷槟城海底隧道案，累及公司股价大跌的Vertice（VERTICE，7240，主板贸服股）宣布，主席拿督再鲁阿末已经请辞，即日生效。

Vertice向马交所报备，再鲁阿末离职是为了追寻其他商业兴趣。联邦法院前首席法官敦阿里芬将接任公司主席一职。

自反贪局开档调查总值63亿令吉的槟城海底隧道工程后，前身为花时装的Vertice股价至今已经大跌超过15%。

Vertice持股13.2%的联号公司Consortium Zenith建筑（CZCSB），是槟城海底隧道工程的主要承建商。而Vertice的前主席再鲁阿末，同时也身兼CZCSB的高级执行董事。【e南洋】

Date of change	13 Feb 2018
Name	DATO' ZARUL AHMAD BIN MOHD ZULKIFLI
Age	58
Gender	Male
Nationality	Malaysia
Designation	Chairman
Directorate	Non Independent and Non Executive
Type of change	Resignation
Reason	To pursue other business interests

icy97

Vertice获5913万合约

2018年2月28日
（吉隆坡27日讯）Vertice（VERTICE，7240，主板贸服股）宣布，获得一项价值5913万令吉的工程、采购、施工和调试（EPCC）合约，在柔佛边佳兰建造连接公路。

昨日，Vertice向交易所报备，独资子公司Vertice建筑私人有限公司从Tulane私人有限公司接获一项分包工程合约，建造一条连接公路，将从炼油与石油化工综合发展项目（RAPID）工地连接至JKR路。

这项工程为期大约14个月，从2月26日至明年4月8日。

同时，估计将对集团净利及净有形资产带来贡献。【e南洋】

Type	Announcement
Subject	OTHERS
Description	Vertice Construction Sdn Bhd (Formerly known as Million Twilight Sdn Bhd), a wholly-owned subsidiary of Vertice Berhad (Formerly known as Voir Holdings Berhad) has accepted a sub-contract work pertaining to Package 20C4 : Provision of Engineering, Procurement, Construction and Commissioning (EPCC) for the Interconnecting Road from Rapid Site to JKR Road (P1, Nort Ring Road & J52).
The Board of Directors of Vertice Berhad (Formerly known as Voir Holdings Berhad) (“the Company”)  wishes to announce that its wholly-owned subsidiary, Vertice Construction Sdn Bhd (Formerly known as  Million Twilight Sdn Bhd) has on 26 February 2018 accepted a sub-contract offer from Tulane Sdn Bhd (314479-U) pertaining to Package 20C4 : Provision of Engineering, Procurement, Construction and Commissioning (EPCC) for the Interconnecting Road from Rapid Site to JKR Road (P1, Nort Ring Road & J52) in Pengerang, Kota Tinggi, Johor. Details of the Sub-Contract Sub-contract of Engineering, Procurement, Construction and Commissioning amounting to RM59,130,607.23. Construction period shall be for approximately 14 months commencing 26 February 2018 to 8 April 2019. Financial Effect The sub-contract is expected to contribute positively towards the Group’s earnings and net tangible assets for the period of the sub-contract. Directors’ and Substantial Shareholders’ Interest None of the directors and substantial shareholders of the Company, or persons connected, have any direct or indirect interest in the sub-contract. This announcement is dated 26 February 2018.

icy97

Vertice末季转亏290万

2018年3月1日
（吉隆坡28日讯）Vertice（VERTICE，7240，主板贸服股）截至去年12月31日末季由盈转亏，净亏290万令吉或每股2仙，上财年同期净赚64万2000令吉或每股0.49仙。

Vertice今日向交易所报备，营业额按年增长16.61%，达6076万9000令吉，归功于建筑业务及零售销售贡献。

合计全年，净亏482万4000令吉，由盈转亏；营业额年涨23%，报2亿768万8000令吉。

尽管营业额增加，且建筑领域贡献税前盈利，惟全年仍税前亏损约410万令吉，归咎于多项企业建议项目的开销、控股公司的行政开销提高，以及零售业务税前亏损110万令吉。

展望今年，Vertice会继续追求更多建筑项目，并持续多元化至产业发展和产业投资，提供额外净利收入。【e南洋】

SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2017

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2017	31 Dec 2016	31 Dec 2017	31 Dec 2016
		$$'000	$$'000	$$'000	$$'000

1	Revenue	60,769	52,115	207,688	168,852
2	Profit/(loss) before tax	-2,303	788	-4,073	1,036
3	Profit/(loss) for the period	-3,160	590	-5,118	618
4	Profit/(loss) attributable to ordinary equity holders of the parent	-2,900	642	-4,824	674
5	Basic earnings/(loss) per share (Subunit)	-2.00	0.49	-3.32	0.51
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6300		0.6800

icy97

Vertice获2.18亿令吉建筑合约
Erika Benjamin/theedgemarkets.com
April 03, 2018 19:14 pm +08

（吉隆坡3日讯）Vertice Bhd（前称Voir Holdings Bhd）获颁价值2亿1848万令吉的承包工程，提升彭亨甘孟（Gambang）至柔佛昔加末（Segamat）的联邦道路。

Vertice独资子公司Vertice Construction私人有限公司今日接获Kumpulan Liziz私人有限公司颁发的决标信。大马公共工程局（JKR）把上述工程（联邦道路12，FR12）颁给主要承包商Kumpulan Liziz。

根据Vertice，其工作范围包括协调、检查、测试、调试以及为FR12提升工程获得最终批准。

该建筑工程为期约13个月，从今年4月9日起动工，至2019年4月30日竣工，有望为集团截至12月杪的2018及2019财年作出积极贡献。

目前，集团的订单企于3亿8500万令吉，预计占其建筑臂膀直至2020财年。

Vertice董事部表示，上述合约是其“迄今获得最大份的合约”。

“这个项目对我们来说很重要，因为它的合约价值很高，并且证明了客户对我们交付能力的信心。”

为了多元化收入来源，Vertice在2016年第四季进军建筑业，目前其建筑臂膀正处于增长阶段。

该集团仍将时尚服饰作为其核心业务之一，并于2月份委任前首席法官Tun Arifin Zakaria为新任非执行独立主席。

（编译：魏素雯）

Type	Announcement
Subject	OTHERS
Description	Vertice Construction Sdn Bhd (Formerly known as Million Twilight Sdn Bhd), a wholly-owned subsidiary of Vertice Berhad (Formerly known as Voir Holdings Berhad) has accepted a sub-contract work pertaining to the proposed upgrading works of Federal Road 12 (FR12) From Gambang, Pahang to Segamat, Johor
The Board of Directors of Vertice Berhad (Formerly known as Voir Holdings Berhad) (“the Company”)  wishes to announce that its wholly-owned subsidiary, Vertice Construction Sdn Bhd (Formerly Known as  Million Twilight Sdn Bhd)  has on 3 April 2018 accepted a sub-contract offer from Kumpulan Liziz Sdn Bhd (72218-M) who is the main sub-contractor for  the road upgrading works of Federal Road 12 (FR12) from Gambang, Pahang to Segamat, Johor awarded by Jabatan Kerjaya Raya Malaysia. Details of the Sub-Contract The sub-contract is for the work coordination, inspection, testing, commissioning including obtaining final approval for works done for the proposed upgrading works of the Federal Road 12 (“FR12”) from Gambang Pahang to Segamat, Johor amounting to RM218,479,872.58. Construction period shall be for approximately thirteen (13) months commencing 9 April 2018  to 30 April 2019. Financial Effect The sub-contract is expected to contribute positively towards the Group’s earnings and net tangible assets for the period of the sub-contract. Directors’ and Substantial Shareholders’ Interest None of the directors and substantial shareholders of the Company, or persons connected, have any direct or indirect interest in the sub-contract. This announcement is dated 3 April 2018.

icy97

Type	Announcement
Subject	OTHERS
Description	Incorporation of a subsidiary
1. INTRODUCTION Pursuant to Paragraph 9.19(23) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (“Bursa Securities”), Vertice Berhad (Formerly known as Voir Holdings Berhad) (“VB” or “Company”), wishes to inform that Vertice Construction Sdn Bhd, a wholly-owned subsidiary of the Company has on 4 April 2018 incorporated a wholly-owned subsidiary known as Vertice Infrastructure Sdn Bhd ("VISB"), Company No. 1275039-T. 2. INFORMATION ON VISB VISB was incorporated as a private company limited by shares under the Companies Act 2016, with an issued and paid-up capital of RM100. The intended principal activity of VISB is to carry on business of construction of various infrastructural projects. 3. RATIONALE To carry on infrastructure projects under Vertice Group 4. FINANCIAL EFFECT The incorporation of VISB does not have any material effect on the earnings per share and net assets per share of VB for the financial year ending 31 December 2018. The incorporation of VISB will not have any effect on the share capital, gearing and substantial shareholders’ shareholdings of VB. 5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors and / or major shareholders and / or persons connected with them have any interest, direct or indirect in the incorporation of VISB. 6. DIRECTORS’ STATEMENT The Board of Directors of VB, is of opinion that the incorporation is in the best interest of the VB Group. 7. APPROVAL REQUIRED The incorporation does not require the approval of shareholders of the Company. This announcement is dated 4 April 2018.

icy97

Type	Announcement
Subject	OTHERS
Description	Vertice Construction Sdn Bhd (Formerly known as Million Twilight Sdn Bhd), a wholly-owned subsidiary of Vertice Berhad (Formerly known as Voir Holdings Berhad) has accepted a sub-contract work pertaining to the proposed Projek Penswastaan Lebuhraya Bertingkat Sungai Besi  Ulu Kelang Package CA1-Construction and Completion of Mainline and Other Associated Works from CH.0 to CH.2400 Contract No. Turnpike-Suke-C-A-ML-CA1-010
The Board of Directors of Vertice Berhad (Formerly known as Voir Holdings Berhad) (“the Company”) wishes to announce that its wholly-owned subsidiary, Vertice Construction Sdn Bhd (Formerly known as Million Twilight Sdn Bhd)  has on 10 April 2018 accepted a sub-contract offer from San Mutual Majujaya Sdn Bhd (“SMMSB”) (1146843-A) who is the  sub-contractor for Projek Penswastaan Lebuhraya Bertingkat Sungai Besi – Ulu Kelang Package CA1 – “Construction and Completion of Mainline and Other Associated Works from CH.0 to CH.2400” Contract No. Turnpike-Suke-C-A-ML-CA1-010 (“The Project”). Details of the Sub-Contract The sub-contract amounting to RM339,855,628 is to construct and complete the Project according to the bill of quantities, drawings and specifications and any other related documents and up to the reasonable satisfaction of SMMSB. Construction period shall be for a period of nineteen (19) months from the date of possession of site i.e. 16 April 2018 or such other period as may be mutually agreed between the parties. Financial Effect The sub-contract is expected to contribute positively towards the Group’s earnings and net tangible assets for the period of the sub-contract. Directors’ and Substantial Shareholders’ Interest None of the directors and substantial shareholders of the Company, or persons connected, have any direct or indirect interest in the sub-contract. This announcement is dated 10 April 2018.

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Type	Announcement
Subject	OTHERS
Description	VERTICE  BERHAD (Formerly Known as Voir Holdings Berhad")- Withdrawal of Letter of Award amounting to RM59,130,607.23 for Proposed sub-contract award pertaining to Package 20C4  : Provision of Engineering, Procurement, Construction and Commissioning (EPCC) for the Interconnecting Road from Rapid Site to JKR Road (North Ring Road & J52)
Reference is made to the Company’s announcement dated 26 February 2018 in relation to the acceptance of the letter of award (“Award”) amounting to RM59,130,607.23 issued by Tulane Sdn Bhd to Vertice Construction Sdn Bhd (Formerly known as Million Twilight Sdn Bhd) (“VCSB”), a wholly owned subsidiary of Vertice Berhad ("VB"), for the sub-contracting of Package 20C4, for provision of engineering, procurement, construction and commissioning for the interconnecting road from Rapid site to JKR road (North Ring Road & J52) (“Project”). VB wishes to announce that VCSB was informed by Tulane Sdn Bhd that it has been terminated by Petronas Refinery Petrochemical Corporation Sdn Bhd as the main contractor for the Project due to inter alia, Tulane Sdn Bhd’s failure to provide the bank guarantee for performance bond. As Tulane Sdn Bhd had exhausted the effort to revive their appointment as the main contractor for the Project, Tulane Sdn Bhd withdraws the Award with immediate effect. Given that VCSB has yet to take possession of the site of the Project from Tulane Sdn Bhd, the Board of Directors considered the withdrawal of the Award would not have any material impact to the Company and VCSB. This announcement is dated 25 April 2018.

icy97

icy97 发表于 3-9-2017 07:06 AM
花时装探进建筑产业
拟购Consortium Zenith 13.21%

2017年8月31日
（吉隆坡30日讯）花时装（VOIR，7240，主板贸服股）建议，认购Consortium Zenith建筑股权，多元化至建筑、产业发展、产业投资、基建工程及大 ...

Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	VERTICE BERHAD (FORMERLY KNOWN AS VOIR HOLDINGS BERHAD) ("VERTICE" OR THE "COMPANY")(I)        PROPOSED SHARE SUBSCRIPTION;(II)        PROPOSED DISPOSAL;(III)        PROPOSED DIVERSIFICATION;(IV)        PROPOSED CHANGE OF NAME; AND(V)        PROPOSED SIS(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
(For consistency purposes, the abbreviations and definitions used throughout this announcement shall have the same meanings as those previously defined in the announcement dated 30 August 2017 in relation to the Proposals.) We refer to the earlier announcements in relation to the Proposals dated 30 August 2017, 15 September 2017, 17 October 2017, 22 November 2017 and 26 February 2018. On behalf of the Board, Mercury Securities wishes to announce that the Proposed Disposal has been completed on 26 April 2018. This announcement is dated 27 April 2018.

icy97

建筑业务崛起　先锋今年止损

財经 最后更新 2018年04月23日 23时37分 • 报导：纪锋佑
（吉隆坡23日讯）凭著建筑业务带来的贡献，先锋（VERTICE，7240，主板贸服股）有信心在今年转亏为盈。

配股集资议案通过该公司股东今日在特別股东大会上，全数通过私下配售最多6156万股或30%股权的议案。

该公司预计可透过私下配股集资至少3180万令吉，最多4494万令吉的资金，用作建筑工程的经费，以及营运资本。

先锋执行董事黄桂华会后向《东方財经》表示，手上的建筑工程，有望提振公司今年业绩。该公司2017財政年由盈转亏，净亏482万令吉，不过营收则按年增长23%，至2亿零769万令吉。

其中，公司的服装业务是最大的败笔，全年税前亏损88万令吉，美容健康业务也亏损26万令吉。不过，建筑业务则全年取得76万令吉税前盈利。营收方面，去年的建筑业务只有1843万令吉，佔全年营收的8.87%。

黄氏认为，隨著未来更多工程按进度入账后，建筑业务整体贡献將会提高，藉此弥补服装业务的不足。况且，该公司已经完成脱售亏损的服装公司Applemints私人公司，目前只是保留仍有钱赚的女性服装生意。

黄桂华表示，只要服装业务能够继续盈利，並没有放弃这盘生意的打算。

该公司在6个月內，已经取得6亿6540万令吉的建筑合约。当中较大的工程包括3亿3990万令吉的新街场-淡江高架大道（SUKE）配套CA1，2亿1850万令吉的联邦大道升级工程。其余的工程则包括8040万令吉的雪州士毛月办公楼、以及一些可负担房屋计划等。

黄氏披露，这些合约的平均赚幅介於8%左右。「我们所爭取的合约，期限一般较短，预计能够在2年內为公司持续作出贡献。」

询及檳城海底隧道工程进展，他表示基於早前的风波，加上適逢大选，而將暂缓该计划。黄桂华过去几个月积极吸纳公司股票，目前共持有先锋820万股或5.65%股权。【东方网财经】

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2018	31 Mar 2017	31 Mar 2018	31 Mar 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	40,506	48,284	40,506	48,284
2	Profit/(loss) before tax	2	-154	2	-154
3	Profit/(loss) for the period	63	-464	63	-464
4	Profit/(loss) attributable to ordinary equity holders of the parent	32	-385	32	-385
5	Basic earnings/(loss) per share (Subunit)	0.02	-0.29	0.02	-0.29
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6400		0.6400

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Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	Memorandum of Understanding between Vertice Construction Sdn Bhd (formerly known as Million Twilight Sdn Bhd), a wholly-owned subsidiary company of Vertice Berhad ("Vertice" or "Company") and Smuzcity Berhad dated 5 July 2018
1. INTRODUCTION The Board of Directors of Vertice (“the Board”) wishes to announce that Vertice Construction Sdn Bhd (formerly known as Million Twilight Sdn Bhd) (Co. No. 1137112-M) (“VCSB”), a wholly-owned subsidiary of Vertice, had on 5 July 2018 entered into a Memorandum of Understanding (“MOU”) with Smuzcity Berhad (1213968-U) (“SCB”) (collectively herein referred to as the “Parties”). 2. BACKGROUND OF THE MOU SCB was incorporated in Malaysia under the Companies Act 2016. Its principal activities are  providing unstaffed hotel solution and property management services. SCB has intention to expand its portfolio of unstaffed hotels to one hundred (100) in the next few years. SCB intends to develop and build “Smart Hotel” chain based on the concept of “unmanned” and “cashless” using technologies such as Virtual Reality, Artificial Intelligence and mobile apps which will be applied into various hotel services applications (“the Project”). VCSB is a wholly-owned subsidiary of Vertice and is principally involved in construction, renovation of buildings and infrastructural projects.   3. SALIENT TERMS OF THE MOU 3.1 Purpose The purpose of the MOU is to provide a platform for negotiations to form a strategic alliance between the Parties and record their mutual basic understanding regarding the transactions contemplated herein. 3.2 Parties’ Obligation The Parties acknowledge that the MOU does not constitute or create, and shall not be deemed to constitute, any legally binding or enforceable obligations on the part of any party, but agree to work together as a joint venture basis in the following areas:       a) Hotel Chain Design, Construction and Renovation The Parties agree to offer opportunities for qualified real properties to be considered for a structured hotel chain business with the joint venture. In this regard, VCSB agrees to make arrangements of the hotel design, construction and renovation based on the requirements specified by SCB. Decisions with respect to reviewing and selection of properties will be at the absolute discretion of VCSB.       b) Hotel Solution SCB agrees to offer solution for the real property owners to participate in a structured hotel chain program based on requirement specified by SCB, in areas of work relevant to properties management, hotel operation, online marketing and distribution channels including online booking engine as well as online and offline travel agents, software and hardware implementation that are part of the solutions. In this regards, SCB will provide VCSB with requirement of real properties to be considered for the hotel business with VCSB, which will be jointly supervised by VCSB and SCB.       c) Hotel Chain Program – Management, Operation, Maintenance & Advisory Both Parties agree to joint-venture in the area of hotel chain program development and review, whereby representative from the respective companies would provide advice to the parties from time to time on requirements for the hotel management, operation, maintenance and in the respective fields of industry.      d)  Other Areas of collaboration Notwithstanding to the above, both Parties agree to explore other areas of collaboration and mutual benefit beyond the areas stated above, which shall be considered as being carried out in the spirit of the MOU between both Parties.      e)  Financial Obligations The Parties agree the MOU does not in any way impose upon either Party a financial obligation in respect of the identified areas of joint-venture. The MOU creates no contractual relationship between the Parties but is aimed to provide the framework of cooperation and for any future binding Agreement between the Parties regarding the Project. 3.3 Terms and Termination The Parties further agree to work together in the true spirit of partnership to ensure there is a united visible and responsive leadership of the Project and to demonstrate administrative, managerial and financial commitments to the Project wherein a due diligence review would be conducted on the various plans and documents to be submitted by SCB. A formal Project Agreement would be entered between the Parties on terms to be mutually agreed upon within a period of twelve (12) months from the date of the MOU. If the  Project Agreement is not signed within the said period of twelve (12) months, the MOU will lapse but can be mutually extended for another twelve (12) months. 4. RATIONALE OF THE MOU The rationale of the MOU is to allow the various conceptual and development phases of the Project to be introduced and progress towards execution accordingly in a strategic collaboration between the Parties. 5. RISK FACTORS The Board of Directors of Vertice is of the view that the risks factors involved in the MOU at this juncture is minimal and in the event the Company enters into a definitive agreement for the implementation of the Projects, it will continue to exercise due care in considering the risks and benefits associated and will take appropriate measures in planning the successful implementation of the MOU with its current business operations. 6. FINANCIAL EFFECTS ON THE MOU The MOU is not expected to have any material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of the Company for the current financial year ending 31 December 2018. In the event the MOU results in a definitive agreement between the parties on the Projects, the implementation thereof is expected to have a positive impact to the future earnings of the Vertice Group. 7. APPROVALS REQUIRED The MOU does not require the approval of Vertice shareholders or any relevant government authorities. 8. DIRECTORS’ AND MAJOR SHAREHOLDER’S INTERESTS To this date hereof, none of the directors, major shareholders, and persons connected with the directors or major shareholders of the Company or any of its subsidiaries have any interest, direct or indirect, in the MOU. 9. STATEMENT BY DIRECTORS The Board of Directors of Vertice, having considered all aspects of the MOU is of the opinion that the MOU is in the best interest of the Vertice Group. This announcement is dated 5 July 2018.

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VERTICE BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Private Placement
Details of corporate proposal	PRIVATE PLACEMENT OF UP TO 61,560,000 NEW ORDINARY SHARES OF VERTICE BERHAD REPRESENTING UP TO THIRTY PERCENT (30%) OF THE TOTAL NUMBER OF ISSUED SHARES OF VERTICE BERHAD ("PRIVATE PLACEMENT")
No. of shares issued under this corporate proposal	14,600,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.9200
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	159,800,000
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 87,453,898.000
Listing Date	19 Jul 2018

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VERTICE BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Private Placement
Details of corporate proposal	PRIVATE PLACEMENT OF UP TO 61,560,000 NEW ORDINARY SHARES OF VERTICE BERHAD REPRESENTING UP TO THIRTY PERCENT (30%) OF THE TOTAL NUMBER OF ISSUED SHARES OF VERTICE BERHAD ("PRIVATE PLACEMENT")
No. of shares issued under this corporate proposal	14,360,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.9200
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	174,160,000
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 100,665,098.000
Listing Date	30 Jul 2018

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Name	VISTA LESTARI DEVELOPMENT SDN BHD
Address	NO. 61-6B, JALAN SS2/75 PETALING JAYA 47300 Selangor Malaysia.
Company No.	1053174A
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	10 Aug 2018	1,981,588	Disposed	Direct Interest
	Name of registered holder	VISTA LESTARI DEVELOPMENT SDN BHD
	Address of registered holder	No. 61-6B, Jalan SS2/75,        47300 Petaling Jaya, Selangor Darul Ehsan
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Disposal of shares
Nature of interest	Direct Interest
Direct (units)	19,000,000
Direct (%)	10.91
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	19,000,000
Date of notice	13 Aug 2018
Date notice received by Listed Issuer	13 Aug 2018

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

VERTICE BERHAD

Particulars of Substantial Securities Holder

Name	ENCIK IBRAHIM BIN SAHARI
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary shares
Name & address of registered holder	Ibrahim Bin SahariNo. 4, Jalan Kasih Damai 12,Alam Damai, Cheras,56000 Kuala Lumpur,Wilayah Persekutuan

Date interest acquired & no of securities acquired
Date interest acquired	10 Aug 2018
No of securities	981,588
Circumstances by reason of which Securities Holder has interest	Acquisition of shares
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	9,641,588
Direct (%)	5.54
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	13 Aug 2018
Date notice received by Listed Issuer	13 Aug 2018

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	JOINT VENTURE CUM SHAREHOLDERS AGREEMENT ("JVA") BETWEEN VERTICE CONSTRUCTION SDN BHD (1137112-M), A WHOLLY-OWNED SUBSIDIARY OF VERTICE BERHAD (FORMERLY KNOWN AS VOIR HOLDINGS BERHAD) AND VIZIONE CONSTRUCTION SDN BHD (974198-D), A WHOLLY-OWNED SUBSIDIARY OF VIZIONE HOLDINGS BERHAD (442371-A)
1.INTRODUCTION The Board of Directors (“Board”) of Vertice Berhad (Formerly known as Voir Holdigs Berhad) (“Company”) is pleased to announce that its wholly owned subsidiary, Vertice Construction Sdn Bhd (“VCSB”) had on 14 August 2018 entered into a Joint Venture cum Shareholders Agreement (“JVA") with Vizione Construction Sdn Bhd (“VZSB”), a wholly-owned subsidiary of Vizione Holdings Berhad for the purpose of recording the terms and conditions agreed between them with respect to their joint venture and for the purpose of regulating their relationship with one another and certain aspects of the business affairs and dealings. (“Joint Venture”) 2.INFORMATION ON PARTIES TO THE JVA 2.1.VCSB VCSB (Company No. 1137112-M) was incorporated as a private limited company in Malaysia on 25 March 2015. VCSB is a wholly-owned subsidiary of the Company. The total issued share capital of VCSB is RM1,000,000 comprising 1,000,000 ordinary shares paid by way of cash. VCSB is principally engaged in the business of construction. 2.2.VZSB VZSB (Company No. 974198-D) was incorporated under the laws of Malaysia on 6 January 2012 and is principally engaged in the business of subcontractor of the electrical building and civil works for construction projects. The total issued share capital of VZSB is RM20,000,000 comprising 1,000,000 ordinary shares. 3.SALIENT TERMS OF THE JVA 3.1.Structure of the Joint Venture Company (“JVCo”) The shareholding structure of the JVCo shall be held by VCSB and VZSB in the ratio of fifty percent (50%) each respectively. 3.2.Salient Terms of the JVA 3.2.1. VCSB and VZSB ("Parties") shall within fourteen (14) days from the date of the JVA incorporate a JVCo and each party shall subscribe for five hundred thousand (500,000) shares, totaling one million (1,000,000) shares in the JVCo; 3.2.2.VCSB and VZSB shall procure that the number of directors of the JVCo shall be not less than three (3); two (2) of whom shall be nominated by VCSB and one (1) of whom shall be nominated by VZSB; 3.2.3.No sale, transfer and/or assignment of shares to any third party shall be permitted except in accordance to the provisions of the JVA and with the prior consent of the other shareholder(s) and the Transferor (defined as the Offeror offering shares in JVCo for sale) will have the obligation to exercise the Tag Along Right (defined as the Transferor ceases to own not less than fifty percent (50%) of the shares in JVCo and shall cause the proposed transferee to purchase from the other Shareholders all the shares held by them, subject to the same terms and conditions as applicable to the Transferor) in any event that the transfer of the Offer Shares (defined as the number of Shares being offered for sale) would result in a Change in Control (defined as any of the Parties ceasing to (i) hold at least fifty percent (50%) voting power at a general meeting of the Company; or (ii) have the right as its shareholder to appoint the majority of the board of directors of the Company) of the JVCo’s shares; and 3.2.4.A Technical Committee which consist of not less than four (4) members; two (2) of whom shall be nominated by VCSB and two (2) of whom shall be nominated by VZSB to advise the board of directors on technical matters regarding to the JVCo’s projects. 4.LIABILITIES TO BE ASSUMED VCSB and VZSB will be jointly liable for their respective shares of the funding for the JVCo. 5.RATIONALE The Joint Venture will strengthen the Company’s core competencies in the construction industry. 6.PROSPECTS The Joint Venture is expected to diversify the business portfolio and income stream to Company’s group of business in the long run. 7.RISK FACTORS The risk related to the transaction in connection with the Joint Venture are typical to any commercial contract. These include breaches or non-performance of Joint Venture or other obligations under the Joint Venture. 8.SOURCE OF FUND The financial commitment of the Joint Venture shall be funded from banks borrowings and/or advances from the shareholders. 9.FINANCIAL EFFECTS 9.1.Share Capital and Substantial Shareholders’ Shareholding The Joint Venture is not expected to have any material effect on the share capital and substantial shareholder's shareholding of the Company as it does not involve any allotment or issuance of new shares by the Company. 9.2.Earnings Per Share, Net Assets Per Share and Gearing The Joint Venture is not expected to have any immediate material effect on earnings per share, net assets per share, and gearing of the Company for the financial year ending 31 December 2018. 10.APPROVAL REQUIRED The Joint Venture does not require approval from the shareholders of the Company or any relevant authorities. 11.DIRECTOR'S AND MAJOR SHAREHOLDERS' INTEREST Insofar as the Directors are aware, none of the Directors, and/or major shareholders of the Company and/or persons connected with them, has any interest, direct or indirect in the Joint Venture. 12.STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of the Company is of the opinion that the Joint Venture is in the best interest of the Group. 13.DOCUMENTS AVAILABLE FOR INSPECTION Details of the JVA will be available for inspection at the registered office of the Company at B-3-9, 3rd Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, during normal business days from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 14 August 2018

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	Vertice Berhad (the Company)- Incorporation of a wholly-owned subsidiary, Buildmarque Construction Sdn Bhd
INTRODUCTION Pursuant to Paragraph 9.19(23) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of the Company wishes to announce that the wholly owned subsidiary of the Company, Vertice Construction Sdn Bhd ("VCSB") had on 15 August 2018, incorporated a wholly-owned subsidiary, Buildmarque Construction Sdn Bhd (“BCSB”), by subscribing for two (2) ordinary shares, representing the entire issued share capital of BCSB (the “Subscription”). INFORMATION ON BCSB BCSB was incorporated on 15 August 2018, and has an issued share capital of two (2) ordinary shares. Its intended principal activity is construction business. The Directors of BCSB are Mr Wong Kwai Wah and En Ibrahim Bin Sahari. FINANCIAL EFFECTS The above Subscription will not have any material effect on the share capital, earnings per share, net assets per share, gearing and substantial shareholders’ shareholdings in the Group for the financial year ending 31 December 2018. RATIONALE OF THE SUBSCRIPTION The Subscription is in line with the long term strategic plans of the Group. INTERESTS OF DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the directors, substantial shareholders and/or persons connected to them have any interest, whether direct or indirect, in the Subscription, except for Mr Wong Kwai Wah and En Ibrahim Bin Sahari, the Directors of BCSB, who are also the Directors of the Company and VCSB. STATEMENT BY BOARD OF DIRECTORS The Board of Directors of the Company, having considered the rationale and all aspects of the incorporation, is of the opinion that the Subscription of a wholly-owned subsidiary by VCSB is in the best interest of the Group. APPROVALS REQUIRED The Subscription is not subject to the approval of the shareholders of the Company and any other relevant authorities. This announcement is dated 15 August 2018.

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VERTICE BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Private Placement
Details of corporate proposal	PRIVATE PLACEMENT OF UP TO 61,560,000 NEW ORDINARY SHARES OF VERTICE BERHAD REPRESENTING UP TO THIRTY PERCENT (30%) OF THE TOTAL NUMBER OF ISSUED SHARES OF VERTICE BERHAD ("PRIVATE PLACEMENT")
No. of shares issued under this corporate proposal	12,750,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.9200
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	186,910,000
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 112,395,098.000
Listing Date	21 Aug 2018