Touch Mobile - Information Memorandum (27 Sep 2018) (SC Lodgement Copy)

ELECTRONIC DISCLAIMER
STRICTLY PRIVATE AND CONFIDENTIAL
NOT FOR DISTRIBUTION TO PERSONS THAT DO NOT FALL WITHIN THE RELEVANT
CATEGORIES OF PERSONS SPECIFIED IN SECTION 2(6) OF THE COMPANIES ACT 2016,
AS AMENDED AND/OR SUBSTITUTED FROM TIME TO TIME (“COMPANIES ACT”) AND
PERSONS TO WHOM AN OFFER OR INVITATION TO SUBSCRIBE THE SUKUK WAKALAH
(AS DEFINED HEREIN) MAY BE MADE AND TO WHOM THE SUKUK WAKALAH ARE ISSUED
WOULD NOT FALL WITHIN PART 1 OF SCHEDULE 6 (OR SECTION 229(1)(b)) OF THE
CAPITAL MARKETS AND SERVICES ACT 2007, AS AMENDED AND/OR SUBSTITUTED
FROM TIME TO TIME ("CMSA"), AND PART 1 OF SCHEDULE 7 (OR SECTION 230(1)(b)) OF
THE CMSA READ TOGETHER WITH SCHEDULE 9 (OR SECTION 257(3)) OF THE CMSA AT
ISSUANCE; THEREAFTER, NOT FOR DISTRIBUTION TO PERSONS THAT DO NOT FALL
WITHIN THE RELEVANT CATEGORIES OF PERSONS SPECIFIED IN SECTION 2(6) OF THE
COMPANIES ACT OR PERSONS TO WHOM AN OFFER OR INVITATION TO PURCHASE THE
SUKUK WAKALAH THAT WOULD NOT FALL WITHIN PART 1 OF SCHEDULE 6 (OR SECTION
229(1)(b)) OF THE CMSA READ TOGETHER WITH SCHEDULE 9 (OR SECTION 257(3)) OF
THE CMSA.
IMPORTANT: YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING.
Please find attached an electronic copy of the information memorandum dated 27 September 2018
(“Information Memorandum”), in relation to the proposed issue of, offer for subscription or purchase
of, or invitation to subscribe for or purchase of the (i) unrated Islamic medium term notes (“Sukuk
Wakalah IMTN”) pursuant to an Islamic medium term notes programme of RM500.0 million in nominal
value (“IMTN Programme”) and (ii) unrated Islamic commercial papers (“Sukuk Wakalah ICP”)
pursuant to an Islamic commercial papers programme of RM50.0 million in nominal value (“ICP
Programme”) both under the Shariah principle of Wakalah Bi Al-Istithmar (collectively, the Sukuk
Wakalah IMTN and/or Sukuk Wakalah ICP are referred to as “Sukuk Wakalah” and the IMTN
Programme and the ICP Programme are to be referred to as the “Sukuk Wakalah Programmes”) by
Touch Mobile Sdn Bhd (Company No. 1045679-W) (“Issuer”).
The following disclaimer applies to the attached Information Memorandum. You are advised to read
this disclaimer carefully before accessing, reading or making any other use of the attached
Information Memorandum. By opening, accepting this e-mail and accessing the attached Information
Memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them from time to time, each time you receive any information from us as a result of
such access. If you do not agree to any of the terms and conditions, please delete this electronic
transmission immediately.
Confirmation of Your Representation: The Information Memorandum is not a prospectus and has
not been registered nor will it be registered as a prospectus under the CMSA. In order to be eligible
to view the attached Information Memorandum or make an investment decision in respect of the
Sukuk Wakalah, you must be a person falling within the relevant category of persons specified in
Section 2(6) of the Companies Act, and persons to whom an offer or invitation to subscribe the Sukuk
Wakalah may be made and to whom the Sukuk Wakalah are issued would fall within Part 1 of
Schedule 6 (or Section 229(1)(b)) of the CMSA and Part 1 of Schedule 7 (or Section 230(1)(b)) of the
CMSA, read together with Schedule 9 (or Section 257(3)) of the CMSA at issuance; thereafter, a
person falling within the relevant category of persons specified in Section 2(6) of the Companies Act,
and persons to whom an offer or invitation to purchase the Sukuk Wakalah would fall within Part 1 of
Schedule 6 (or Section 229(1)(b)) of the CMSA, read together with Schedule 9 (or Section 257(3)) of
the CMSA (“Selling Restrictions”).
By accepting the e-mail and accessing the attached Information Memorandum, you shall be deemed
to have represented to us (1) that you are a person falling within the Selling Restrictions; and (2) that
you consent to the delivery of the attached Information Memorandum and any amendments or
supplements thereto by electronic transmission.
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You are reminded that documents transmitted via this medium may be subject to interruptions,
transmission blackout, delayed transmission due to internet traffic, data corruption, interception,
unauthorised amendment, tampering, viruses or other technical, mechanical or systemic risks
associated with internet transmissions. The Issuer, Maybank Investment Bank Berhad (Company No.
15938-H) as the principal adviser (“Principal Adviser/PA”), the lead arranger (“Lead Arranger/LA”)
and the lead manager (“Lead Manager/LM”) of the Sukuk Wakalah Programmes or any person who
controls any of them nor any of their respective directors, officers, employees, representatives or
affiliates have not accepted and will not accept any liability and/or responsibility for any such
interruptions, transmission blackout, delayed transmission due to internet traffic, data corruption,
interception, unauthorised amendment, tampering, viruses or other technical, mechanical or systemic
risks associated with internet transmissions or any consequence thereof which may result in a
difference between the Information Memorandum distributed to you in electronic format and the hard
copy version available to you on request from us.
RESTRICTIONS:
The Information Memorandum is strictly confidential and does not constitute an issue, offer or sale of,
or an invitation to subscribe or purchase the Sukuk Wakalah or any other securities of any kind by any
party in any jurisdiction in which such offer or sale of, or an invitation to subscribe or purchase the
Sukuk Wakalah would be unlawful.
The Information Memorandum has not been and will not be made to comply with the laws of any
jurisdiction other than Malaysia ("Foreign Jurisdiction"), and has not been and will not be lodged,
registered or approved pursuant to or under any legislation (or with or by any regulatory authorities or
other relevant bodies) of any Foreign Jurisdiction and it does not constitute an issue, offer or sale of,
or an invitation to subscribe or purchase the Sukuk Wakalah or any other securities of any kind by any
party in any Foreign Jurisdiction.
You are reminded that you have accessed the Information Memorandum on the basis that you are a
person into whose possession the Information Memorandum may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located and you may not nor are you authorised to
deliver the Information Memorandum, electronically or otherwise, to any other person. If you have
gained access to this transmission contrary to the foregoing restrictions, you will be unable to
purchase any of the Sukuk Wakalah described therein.
Actions that You May Not Take: If you receive this document by e-mail, you should not reply
by e-mail, and you may not purchase any Sukuk Wakalah by doing so. Any reply e-mail
communications, including those you generate by using the "Reply" function on your e-mail
software, will be ignored or rejected.
YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED
INFORMATION MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER
PERSON OR REPRODUCE SUCH INFORMATION MEMORANDUM IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION, REPRODUCTION OR ALTERATION
OF ANY OF THE CONTENTS OF THIS DOCUMENT AND THE ATTACHED INFORMATION
MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. BY OPENING AND ACCEPTING
THE ATTACHED INFORMATION MEMORANDUM YOU AGREE TO THE FOREGOING.
THIS E-MAIL AND ANY ATTACHMENT HERETO ARE INTENDED ONLY FOR USE BY THE
ADDRESSEE NAMED HEREIN AND MAY CONTAIN LEGALLY PRIVILEGED AND/OR
CONFIDENTIAL INFORMATION. IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS E-MAIL,
YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF
THIS EMAIL, AND ANY ATTACHMENTS THERETO, IS STRICTLY PROHIBITED. IF YOU HAVE
RECEIVED THIS EMAIL IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY REPLY EMAIL AND
IMMEDIATELY DELETE ALL COPIES OF THIS E-MAIL PERMANENTLY AND DESTROY ALL
PRINTOUTS OF IT.
THE FOREGOING IS IN ADDITION TO AND WITHOUT PREJUDICE TO ALL OTHER

DISCLAIMERS AND AGREEMENTS WHICH A RECIPIENT OF THE INFORMATION
MEMORANDUM SHALL BE DEEMED TO HAVE AGREED TO OR BE BOUND BY AS SET OUT IN
THE INFORMATION MEMORANDUM.
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This Information Memorandum is not an offer to sell securities and is not soliciting an offer to buy
securities described herein in any jurisdiction where the offer or sale is not permitted
STRICTLY PRIVATE AND CONFIDENTIAL
Touch Mobile Sdn Bhd

(Company No. 1045679-W)
INFORMATION MEMORANDUM
ISLAMIC MEDIUM TERM NOTES PROGRAMME OF

RM500.0 MILLION IN NOMINAL VALUE AND ISLAMIC
COMMERCIAL PAPERS PROGRAMME OF RM50.0 MILLION
IN NOMINAL VALUE BOTH BASED ON THE SHARIAH
PRINCIPLE OF WAKALAH BI AL-ISTITHMAR
GUARANTEED BY TOUCH MINDSCAPE SDN BHD
(COMPANY NO. 743499-T), TOUCH MATRIX SDN BHD
(COMPANY NO. 624277-D) AND TOUCH MINDSCAPE
(MELAKA) SDN BHD (COMPANY NO. 368852-V)
LEAD ARRANGER AND LEAD MANAGER
Maybank Investment Bank Berhad

(Company No. 15938-H)
This Information Memorandum is dated 27 September 2018

TABLE OF CONTENTS
Particulars Page
RESPONSIBILITY STATEMENT ........................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS .................................................................................................. 8
SECTION 1 EXECUTIVE SUMMARY .................................................................................................. 11
1.1 INTRODUCTION .............................................................................................................. 11
1.2 THE ISSUER .................................................................................................................... 11
1.3 THE GUARANTORS ........................................................................................................ 11
1.4 DESCRIPTION OF THE SUKUK WAKALAH PROGRAMMES ....................................... 12
1.5 SECURITY ....................................................................................................................... 13
1.6 UTILISATION OF PROCEEDS ....................................................................................... 14
1.7 RATING ............................................................................................................................ 14
1.8 SELLING RESTRICTIONS .............................................................................................. 14
1.9 LODGEMENT TO SC....................................................................................................... 15
SECTION 2 DETAILS OF THE SUKUK WAKALAH PROGRAMMES ............................................... 16
SECTION 3 CORPORATE INFORMATION OF THE ISSUER .......................................................... 112
3.1 BACKGROUND .............................................................................................................. 112
3.2 PRINCIPAL ACTIVITIES ................................................................................................ 112
3.3 SHARE CAPITAL AND SHAREHOLDER ...................................................................... 112
3.4 PROFILE OF DIRECTORS ............................................................................................ 112
SECTION 4 CORPORATE INFORMATION OF THE GUARANTORS ............................................. 114
4.1 CORPORATE INFORMATION ...................................................................................... 114
4.2 KEY FINANCIAL HIGHLIGHTS OF THE GUARANTORS ............................................ 126
SECTION 5 BUSINESS OVERVIEW OF THE TMS GROUP ............................................................ 128
5.1 BACKGROUND .............................................................................................................. 128
5.2 BUSINESS OPERATION ............................................................................................... 128
5.3 LICENSES, CERTIFICATES AND APPROVALS .......................................................... 132
5.4 AGREEMENTS .............................................................................................................. 148
5.5 TELECOMMUNICATION INFRASTRUCTURE ............................................................. 153
5.6 AWARDS AND RECOGNITIONS .................................................................................. 158
5.7 KEY CUSTOMERS ........................................................................................................ 158
5.8 FUTURE PLANS ............................................................................................................ 159
SECTION 6 INVESTMENT CONSIDERATIONS ............................................................................... 160
6.1 RISK FACTORS RELATING TO THE TMS GROUP .................................................... 160
6.2 RISKS RELATING TO THE SUKUK WAKALAH PROGRAMMES ............................... 169
6.3 GENERAL CONSIDERATIONS ..................................................................................... 172
SECTION 7 ECONOMY AND INDUSTRY OVERVIEW ..................................................................... 174
7.1 OVERVIEW OF THE MALAYSIAN ECONOMY ............................................................ 174
7.2 OVERVIEW AND OUTLOOK OF THE TELECOMMUNICATION INDUSTRY IN
MALAYSIA .................................................................................................................................. 180
SECTION 8 OTHER INFORMATION ................................................................................................. 183
8.1 MATERIAL CONTRACTS .............................................................................................. 183
8.2 LITIGATION ................................................................................................................... 183
8.3 MATERIAL CONTINGENT LIABILITIES........................................................................ 183
8.4 CONFLICT OF INTEREST SITUATIONS AND APPROPRIATE MITIGATING
MEASURES ................................................................................................................................ 183
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APPENDIX 1
Audited Financial Statements of the Issuer and the Guarantors for the Financial Year Ended
2017
APPENDIX 2
Cash flow Projections for the Financial Period from 1 October 2018 to 31 October 2028
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RESPONSIBILITY STATEMENT
This information memorandum (“Information Memorandum”) has been approved by the

directors of Touch Mobile Sdn Bhd (Company No. 1045679-W) (“TMSB” or “Issuer”), Touch
Mindscape Sdn Bhd (Company No. 743499-T) (“TMS”), Touch Matrix Sdn Bhd (Company
No. 624277-D) (“TMX”) and Touch Mindscape (Melaka) Sdn Bhd (Company No. 368852-V)
(“TMSM”) (collectively, TMS, TMX and TMSM shall be referred to as the “Guarantors”).
Each of the directors of the Issuer and the Guarantors collectively and individually accept full
responsibility for the accuracy of the information contained in this Information Memorandum.
The board of directors (“Board”) of the Issuer and the Guarantors, after having made all
reasonable enquiries and to the best of their knowledge, information and belief, confirms that
all information contained in this Information Memorandum is true and correct in all respects.
The Board of the Issuer and the Guarantors further confirms that there is no omission of a
material fact, necessary to make the information contained in this Information Memorandum,
in light of the circumstances under which it is provided, not false or misleading, and that the
opinions and intentions expressed in the information contained in this Information
Memorandum are honestly held. Enquiries have been made by the Board of the Issuer and
the Guarantors to ascertain that all material facts have been disclosed and to verify the
accuracy of all such information and statements. In this context, the Board of the Issuer and
the Guarantors accepts full responsibility for such information contained in this Information
Memorandum.
IMPORTANT NOTICE AND GENERAL STATEMENTS OF DISCLAIMER
This Information Memorandum is being furnished on a private and confidential basis solely
for the purpose of enabling prospective investors, to whom an issue, offer or invitation to
subscribe or purchase the Sukuk Wakalah (as defined herein) to be issued from time to time
under the Sukuk Wakalah Programmes (as defined herein) based on the Shariah principle of
Wakalah Bi Al-Istithmar would constitute, where relevant:- (a) at the point of issuance of the
Sukuk Wakalah, an excluded issue, excluded offer or excluded invitation under section
229(1)(b) or Part I of Schedule 6 of the Capital Markets and Services Act 2007, as amended
from time to time (“CMSA”) or section 230(1)(b) or Part I of Schedule 7 of the CMSA, read
together with section 257(3) or Schedule 9 of the CMSA and Section 2(6) of the Companies
Act 2016, as amended from time to time (“Companies Act”); and (b) after the issuance of
the Sukuk Wakalah, an excluded offer or excluded invitation under section 229(1)(b) or Part I
of Schedule 6 of the CMSA, read together with section 257(3) or Schedule 9 of the CMSA
and Section 2(6) of the Companies Act, for the sole purpose of assisting them to decide
whether to subscribe for or purchase the Sukuk Wakalah.
This Information Memorandum may not be reproduced, in whole or in part, or used for any
other purpose, or shown, given, copied to or filed, in whole or in part, with any other person
including, without limitation, any government or regulatory authority except with the prior
consent of the Issuer and the Guarantors or as required under Malaysian laws, regulations
or guidelines.
None of the information contained in this Information Memorandum has been independently
verified Maybank Investment Bank Berhad as the lead arranger (“Lead Arranger”) and
lead manager (“Lead Manager”). Accordingly, the Lead Arranger and the Lead Manager
do not make any representation, warranty or undertaking, neither expressed or implied, nor
accepts any responsibility, with respect to the accuracy or completeness of any of the
information contained in this Information Memorandum and that the information or data
remains unchanged in any respect after the relevant date shown in this Information
Memorandum.
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To the extent permitted by law, the Lead Arranger and the Lead Manager have not accepted
and will not accept any responsibility for the information and data contained in this
Information Memorandum or otherwise in relation to the Sukuk Wakalah Programmes and
shall not be liable for any consequences of reliance on any of the information or data in this
Information Memorandum.
The information in this Information Memorandum supersedes all other information and
material previously supplied (if any) to the recipients. By taking possession of this
Information Memorandum, the recipients are acknowledging and agreeing and are deemed
to have acknowledged and agreed that they will not rely on any previous information
supplied. No person is authorised to give any information or data or to make any
representation or warranty other than as contained in this Information Memorandum and, if
given or made, any such information, data, representation or warranty must not be relied
upon as having been authorised by the Issuer, the Guarantors, the Lead Arranger, the Lead
Manager or any other person.
This Information Memorandum has not been and will not be made to comply with the laws of
any jurisdiction other than Malaysia (“Foreign Jurisdiction”), and has not been and will not
be lodged, registered or approved pursuant to or under any legislation (or with or by any
regulatory authorities or other relevant bodies) of any Foreign Jurisdiction and it does not
constitute an issue, offer or sale of, or an invitation to subscribe for or purchase the Sukuk
Wakalah or any other securities of any kind by any party in any Foreign Jurisdiction.
This Information Memorandum is not and is not intended to be a prospectus. Unless

otherwise specified in this Information Memorandum, the information contained in this
Information Memorandum is current as at the date hereof.
The distribution or possession of this Information Memorandum in or from certain

jurisdictions may be restricted or prohibited by law. Each recipient is required to seek
appropriate professional advice regarding, and to observe, any such restriction or
prohibition. Neither the Issuer, the Guarantors nor the Lead Arranger and the Lead Manager
accepts any responsibility or liability to any person in relation to the distribution or
possession of this Information Memorandum in or from any Foreign Jurisdiction.
By accepting delivery of this Information Memorandum, each recipient agrees to the terms
upon which this Information Memorandum is provided to such recipient as set out in this
Information Memorandum, and further agrees and confirms that (a) it will keep confidential
all of such information and data, (b) it is lawful for the recipient to subscribe for or purchase
the Sukuk Wakalah under all jurisdictions to which the recipient is subject, (c) it has
complied with all applicable laws in connection with such subscription or purchase of the
Sukuk Wakalah, (d) the Issuer, the Guarantors, the Lead Arranger, the Lead Manager and
their respective directors, officers, employees and professional advisers are not and will not
be in breach of the laws of any jurisdiction to which the recipient is subject as a result of
such subscription or purchase of the Sukuk Wakalah, and they shall not have any
responsibility or liability in the event that such subscription or purchase of the Sukuk
Wakalah is or shall become unlawful, unenforceable, voidable or void, (e) it is aware that the
Sukuk Wakalah can only be offered, sold, transferred or otherwise disposed of directly or
indirectly in accordance with the relevant selling restrictions and all applicable laws, (f) it has
sufficient knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks of subscribing or purchasing the Sukuk Wakalah, and is able
and is prepared to bear the economic and financial risks of investing in or holding the Sukuk
Wakalah, (g) it is subscribing or accepting the Sukuk Wakalah for its own account, and (h) it
is a person falling within one of the categories of persons to whom an offer or invitation to
subscribe the Sukuk Wakalah may be made and to whom the Sukuk Wakalah may be
issued would fall within the relevant category of persons specified in Section 2(6) of the
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Companies Act, and Part 1 of Schedule 6 (or Section 229(1)(b)) of the CMSA and Part 1 of
Schedule 7 (or Section 230(1)(b)) of the CMSA, read together with Schedule 9 (or Section
257(3)) of the CMSA at issuance; thereafter, it is a person falling within the relevant
category of persons specified in Section 2(6) of the Companies Act, and Part 1 of Schedule
6 (or Section 229(1)(b)) of the CMSA, read together with Schedule 9 (or Section 257(3)) of
the CMSA (“Selling Restrictions”). Each recipient is solely responsible for seeking all
appropriate expert advice as to the laws of all jurisdictions to which it is subject. For the
avoidance of doubt, this Information Memorandum shall not constitute an offer or invitation
to subscribe or purchase the Sukuk Wakalah in relation to any recipient who does not fall
within the categories of persons specified in item (h) above.
This Information Memorandum or any document delivered under or in relation to the issue,
offer and sale of the Sukuk Wakalah is not, and should not be construed as, a
recommendation by the Issuer, the Guarantors, the Lead Arranger and/or the Lead Manager
to subscribe for or purchase the Sukuk Wakalah. This Information Memorandum is not a
substitute for, and should not be regarded as, an independent evaluation and analysis and
does not purport to be all-inclusive. All information and statements herein are subject to the
detailed provisions of the respective agreements referred to herein and are qualified in their
entirety by reference to such documents. The Sukuk Wakalah Programmes will carry risks
and each recipient should perform and is deemed to have made its own independent
investigation and analysis of the creditworthiness and nature of the Issuer, TMX, TMSM,
TMS and its group of companies (“TMS Group”), the issuance of the Sukuk Wakalah,
including the merits and risks involved, and all other relevant matters, and each recipient
should consult its own professional advisers.
Neither the distribution or delivery of this Information Memorandum nor the offering, sale or
delivery of any Sukuk Wakalah shall in any circumstance imply that the information
contained herein is correct at any time subsequent to the date stated hereof or if no dates
have been specifically stated, subsequent to the date of this Information Memorandum or
that any other information supplied in connection with the Sukuk Wakalah Programmes is
correct as of any time subsequent to the date indicated in the document containing the
same. The Lead Arranger and the Lead Manager expressly do not undertake to review the
financial condition or affairs of the Issuer and TMS Group during the life of the Sukuk
Wakalah Programmes or to advise any investor of the Sukuk Wakalah (“Sukukholder”) of
any information coming to their respective attention. The recipient of this Information
Memorandum or the potential Sukukholders should review, inter alia, the most recently
published documents incorporated by reference into this Information Memorandum when
deciding whether or not to purchase any Sukuk Wakalah.
FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE

CONSIDERED BY PROSPECTIVE INVESTORS, SEE “INVESTMENT
CONSIDERATIONS” IN SECTION 6 HEREOF.
This Information Memorandum includes certain historical information, estimates, or reports

thereon derived from sources mentioned in this Information Memorandum and other parties
with respect to the Malaysian economy, the material businesses which the Issuer and the
TMS Group operate and certain other matters. Such information, estimates, or reports have
been included solely for illustrative purposes. No representation or warranty is made as to
the accuracy or completeness of any information, estimate and or report thereon derived
from such and other third party sources.
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FORWARD-LOOKING STATEMENTS
This Information Memorandum includes “forward-looking statements” which may contain

words or phrases such as “will”, “would”, “aimed”, “is likely”, “are likely”, “believe”, “expect”,
“expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”, “intend”, “plan”,
“contemplate”, “seek to”, “seeking to”, “target”, “propose to”, “future”, “objective”, “goal”,
“project”, “should”, “can”, “could”, “may” and similar expressions or variations of such
expressions and reflects projections of future events which may or may not prove to be
correct. These statements include, among other things, discussions of each of the Issuer’s
and the TMS Group’s business strategy and expectation concerning its position in the
Malaysian economy, future operations, profitability, liquidity, capital resources and financial
position. All these statements are based on estimates and assumptions made by the Issuer
and the TMS Group that, although believed to be reasonable, are subject to risks and
uncertainties that may cause actual events and the future results of the Issuer and the TMS
Group to be materially different from that expected or indicated by such statements and
estimates and no assurance can be given that any of such statements or estimates will be
realised. In light of these and other uncertainties, the inclusion of a forward-looking
statements in this Information Memorandum should not be regarded as a representation or
warranty by the Issuer and the Guarantors, their advisers or any other person that the future
plans and objectives as anticipated by the Issuer and the Guarantors will be achieved. Any
such statements are not guarantees of performance and involve risks and uncertainties,
many of which are beyond the control of the Issuer and the Guarantors.
In addition, other factors that could cause actual results to differ materially from those
estimated by the forward-looking statements contained in this Information Memorandum
include, but are not limited to general economic and political conditions in Malaysia and the
other countries which have an impact on the Issuer and TMS Group’s business activities or
investments, political or financial instability in Malaysia or elsewhere or any other acts of
terrorism worldwide, any anti-terrorist or other attacks by any country, inflation, deflation,
unanticipated turbulence in interest rates, changes in foreign exchange rate, equity prices or
other rates or prices, the performance of the financial markets in Malaysia and globally,
changes in domestic and foreign laws, regulations and taxes, changes in competition and
pricing environment in Malaysia and regional or general changes in asset valuations. For a
further discussion on the factors that could cause actual results to differ, see the discussion
under “Investment Considerations” contained in this Information Memorandum.
ROUNDING
All discrepancies (if any) in the tables included in this Information Memorandum between the
listed amounts and totals thereof are due to, and certain numbers appearing in this
Information Memorandum are shown, after rounding.
Maybank Islamic Berhad, as the Shariah adviser (“Shariah Adviser”), have reviewed and
approved the structure and mechanism of the Sukuk Wakalah Programmes and its
compliance with the applicable Shariah principles. However, the approval is only an
expression of the view of the Shariah Adviser based on their experience in the subject.
There can be no assurance as to the Shariah permissibility of the structure of the Sukuk
Wakalah Programmes and neither the Issuer, the Lead Arranger, the Lead Manager nor any
other person makes any representation as to the same. Investors are reminded that, as with
any Shariah views, differences in opinion are possible. Investors are advised to obtain their
own independent Shariah advice as to whether the structure meets their individual
standards of compliance and make their own determination as to the future tradability of the
Sukuk Wakalah on any secondary market.
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ACKNOWLEDGEMENT
The Issuer hereby acknowledge and authorise the Lead Arranger, the Lead Manager and/or
their affiliates to circulate or distribute this Information Memorandum on their behalf in
respect of or in connection with the proposed offer or invitation to subscribe for and issue of
the Sukuk Wakalah to prospective investors who fall within the ambit of the Selling
Restrictions and that no further evidence of authorisation is required.
STATEMENTS OF DISCLAIMER – SECURITIES COMMISSION MALAYSIA
This Information Memorandum is not a Prospectus and is not intended to be a

Prospectus and will not be lodged as a prospectus with the Securities Commission
Malaysia (“SC”). However, in accordance with the CMSA, a copy of this Information
Memorandum will be deposited with the SC, which takes no responsibility for its
contents.
The proposed issue, offer or invitation in relation to the Sukuk Wakalah in this
Information Memorandum or otherwise are subject to the fulfilment of various
conditions precedent including without limitation the lodgement of information and
documents in relation to the Sukuk Wakalah Programmes to the SC in accordance
with the Guidelines on Unlisted Capital Market Products under the Lodge and Launch
Framework (issued on 9 March 2015 and effective 15 June 2015 and revised on 8
November 2017) (as may be amended from time to time) (the “Lodgement”) and the
endorsement of the Shariah Advisory Council of the SC.
The structure of the IMTN Programme and the ICP Programme have been endorsed by
the Shariah Advisory Council of the SC on 14 September 2018. The Lodgement was
made on 21 September 2018. Each recipient of this Information Memorandum
acknowledges and agrees that the lodgement of the Sukuk Wakalah Programmes to
the SC shall not be taken to indicate that the SC recommends the subscription or
purchase of the Sukuk Wakalah to be issued under the Sukuk Wakalah Programmes.
The SC, who takes no responsibility for the contents of this Information
Memorandum, shall not be liable for any non-disclosure on the part of the Issuer and
the Guarantors and assumes no responsibility for the correctness of any statements
made or opinions or reports expressed in this Information Memorandum.
EACH SUKUK WAKALAH WILL CARRY DIFFERENT RISKS AND ALL PROSPECTIVE
INVESTORS SHOULD EVALUATE EACH SUKUK WAKALAH ISSUE ON ITS OWN
MERITS. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE
MERITS AND RISKS OF THE INVESTMENT. IT IS RECOMMENDED THAT
PROSPECTIVE INVESTORS CONSULT THEIR FINANCIAL, LEGAL AND OTHER
ADVISERS BEFORE SUBSCRIBING OR PURCHASING THE SUKUK WAKALAH.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be
deemed to be incorporated in, and to form part of, this Information Memorandum:
(a) the most recently published annual audited financial statements and, if published
later, the most recently published interim consolidated and non-consolidated financial
statements (if any) of the Issuer and each Guarantor; and
(b) all supplements or amendments to this Information Memorandum circulated by the

Issuer, if any; and
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(c) all pricing supplements prepared and issued in relation to an issuance of the Sukuk
Wakalah, if any,
save that any statement contained herein or in a document which is deemed to be

incorporated by reference herein shall be deemed to be modified or superseded for the
purpose of this Information Memorandum to the extent that a statement contained in any
such subsequent document which is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Information Memorandum.
The Issuer will provide, without charge, to each person, falling within the Selling Restrictions,
to whom a copy of this Information Memorandum has been properly delivered, upon the
request of such person, a copy of any or all of the documents deemed to be incorporated
herein by reference unless such documents have been modified or superseded as specified
above. Requests for such documents should be directed to the Issuer.
CONFIDENTIALITY
This Information Memorandum and its contents are strictly confidential and the information
herein contained is given to the recipient strictly on the basis that the recipient shall ensure
the same remains confidential. Accordingly, this Information Memorandum and its contents,
or any information, which is made available to the recipient in connection with any further
enquiries, must be held in complete confidence.
THIS INFORMATION MEMORANDUM IS SUBMITTED TO SELECTED PERSONS

SPECIFICALLY TO WHOM AN ISSUE, OFFER OR INVITATION TO SUBSCRIBE OR
PURCHASE THE SUKUK WAKALAH WOULD CONSTITUTE PERSONS FALLING WITHIN
ANY ONE OR MORE OF THE CATEGORIES SPECIFIED IN SECTION 229(1)(B) OR
PART I OF SCHEDULE 6 OR SECTION 230(1)(B) OR PART I OF SCHEDULE 7 AND
SECTION 257(3) OR SCHEDULE 9 OF THE CMSA AS AMENDED FROM TIME TO TIME
AND MAY NOT BE REPRODUCED OR USED, IN WHOLE OR IN PART, FOR ANY
PURPOSE, NOR FURNISHED TO ANY PERSON OTHER THAN THOSE TO WHOM
COPIES HAVE BEEN SENT BY THE LEAD ARRANGER AND THE LEAD MANAGER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF APPLICABLE LAWS. IF YOU HAVE RECEIVED THIS
INFORMATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING
RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO
PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
In the event that there is any contravention of this confidentiality undertaking or there is
reasonable likelihood that this confidentiality undertaking may be contravened, each of the
Issuer, the Lead Arranger and the Lead Manager may, at its discretion, apply for any remedy
available whether at law or in equity, including without limitation, injunctions. The Issuer, the
Lead Arranger and the Lead Manager are entitled to fully recover from the contravening
party all costs, expenses and losses incurred and/or suffered, in this regard on a full
indemnity basis. For the avoidance of doubt, it is hereby deemed that this confidentiality
undertaking shall be imposed upon the recipient, the recipient’s professional advisers,
directors, employees and any other persons who may receive this Information Memorandum
(or any part of it) from the recipient.
6
The Lead Arranger/ Lead Manager may at any time request any recipient to return this
Information Memorandum and all reproductions whether in whole or in part any other
information in connection therewith and where such a request is made, the recipient must
return this Information Memorandum and all reproductions whether in whole or in part and
any other information in connection therewith to the Lead Arranger/ Lead Manager as soon
as reasonably practicable after the said request from the Lead Arranger/ Lead Manager.
The remainder of this page is intentionally left blank
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DEFINITIONS AND ABBREVIATIONS
In this Information Memorandum, unless the subject of context otherwise requires, the
following words and expressions shall have the following meanings:
“BNM” Bank Negara Malaysia
“Board” board of directors
“Celcom” Celcom (Malaysia) Berhad
“CMA” Communications and Multimedia Act 1998 (as amended from

time to time)
“CMSA” Capital Markets and Services Act 2007 (as amended from time to
time)
“Companies Act” Companies Act 2016 (as amended from time to time)
“Digi” Digi Telecommunications Sdn Bhd
“DNSB” Daulat Networks Sdn Bhd
“Expected Periodic the amount on any relevant periodic distribution date which is
Distribution Amount” calculated at the periodic distribution rate on the nominal value of
the relevant tranche of the Sukuk Wakalah IMTN and the Sukuk
ICP on the basis of actual/365 days
“Facility Agent” Maybank IB
“FSRA Minimum equal to the next six (6) months’ projected finance service
Required Balance” (consisting of nominal value and Expected Periodic Distribution
Amount) due under the Sukuk Wakalah IMTN
“Guarantors” collectively, TMS, TMX and TMSM and such other party which
guarantees the obligations of the Issuer under the Sukuk
Wakalah Programmes from time to time
“ICP Programme” the proposed unrated Islamic commercial papers programme of

RM50.0 million in nominal value under the Shariah principle of
Wakalah Bi Al-Istithmar guaranteed by TMS, TMX and TMSM
“IMTN Programme” the proposed unrated Islamic medium term notes programme of
RM500.0 million in nominal value under the Shariah principle of
Wakalah Bi Al-Istithmar guaranteed by TMS, TMX and TMSM
“Information this Information Memorandum in respect of the Sukuk Wakalah

Memorandum” Programmes
“Issuer” or “TMSB” Touch Mobile Sdn Bhd (Company No. 1045679-W)
“Lead Arranger” the lead arranger for the Sukuk Wakalah Programmes, namely
Maybank IB
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“Lead Manager” the lead manager for the Sukuk Wakalah Programmes, namely
Maybank IB
“License Agreements” present and future lease, access and license agreement(s)
entered or to be entered by each Guarantor with
telecommunications companies, project management
agreements, fibre optic cable lease agreements and/or other
agreements on the rental, licensing or leasing of
telecommunication infrastructure and fibre optic network
bandwidth including any Work Order issued pursuant to such
lease, access and license agreement(s), telecommunication site
operational and maintenance support services agreements and
any other agreements or supplementals to be entered into
pursuant to the abovementioned agreements
“LOLA Guidelines” Guidelines on Unlisted Capital Market Products under the Lodge
and Launch Framework issued by the SC (issued on 9 March
2015, effective 15 June 2015 and revised on 8 November 2017)
(as may be amended from time to time)
“Maybank IB” Maybank Investment Bank Berhad (Company No. 15938-H)
“Maxis” Maxis Broadband Sdn Bhd
“MCMC” Malaysian Communications and Multimedia Commission
“MICTH” Melaka ICT Holdings Sdn Bhd
“NFP” Network Facilities Provider
“NSP” Network Services Provider
“Principal Adviser” the principal adviser for the Sukuk Wakalah Programmes,
namely Maybank IB
“RM” Ringgit Malaysia
“SC” Securities Commission Malaysia
“Security Agent” Maybank IB
“Shariah Adviser” the Shariah adviser for the Sukuk Wakalah Programmes, namely
Maybank Islamic Berhad (Company No. 787435-M)
“Shariah-compliant the telecommunication business of TMS Group

Business”
“Sukuk Trustee” Malaysian Trustees Berhad (Company No. 21666-V)
“Sukuk Wakalah the IMTN Programme and the ICP Programme.

Programmes”
“Sukukholders” the holders of the Sukuk Wakalah
9
“Sukuk Wakalah ICP” the Islamic commercial papers issued or to be issued from time
to time pursuant to the ICP Programme
“Sukuk Wakalah IMTN” the Islamic medium term notes issued or to be issued from time
to time pursuant to the IMTN Programme
“Sukuk Wakalah” the Sukuk Wakalah IMTN and/or the Sukuk Wakalah ICP
“Telekom Malaysia” Telekom Malaysia Berhad
“TMS” Touch Mindscape Sdn Bhd (Company No. 743499-T)
“TMS Group” TMS and its group of companies
“TMSM” Touch Mindscape (Melaka) Sdn Bhd (Company No. 368852-V)
“TMX” Touch Matrix Sdn Bhd (Company No. 624277-D)
“Touch Group” Touch Group Holdings Sdn Bhd (Company No. 786120-V)
“U Mobile” U Mobile Sdn Bhd
“Webe” Webe Digital Sdn Bhd
“Work Order” authorised work order, amended authorised work order, variation
order, site rental offer, site license offer or letter of offer issued
pursuant to a License Agreement
“YTLC” YTL Communications Sdn Bhd
All, where applicable, (a) include the plural and vice versa; (b) one gender only shall include
the other gender; and (c) a person includes any individual, company, unincorporated
association, government, state agency, international organisation or other entity.
Unless otherwise indicated, any reference in this Information Memorandum to any legislation
(whether primary legislation or regulations or other subsidiary legislation made pursuant to
primary legislation), rules, statute or statutory provision shall be construed as a reference to
any statutory modification or re-enactment thereof or any statutory instrument, order or
regulation made thereunder or under any such modification or re-enactment.
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SECTION 1 EXECUTIVE SUMMARY
This summary below aims to provide an overview of the information contained in this
Information Memorandum and must be read in conjunction with the detailed information and
statements appearing elsewhere in this Information Memorandum. Each investor should
read this entire Information Memorandum carefully, including the appendices.
1.1 INTRODUCTION
The Issuer proposes to issue Sukuk Wakalah IMTN of up to RM500.0 million in

nominal value under the IMTN Programme and Sukuk Wakalah ICP of up to RM50.0
million in nominal value under the ICP Programme both based on the Shariah
principle of Wakalah Bi Al-Istithmar.
1.2 THE ISSUER
The Issuer was incorporated in Malaysia on 10 May 2013 under the laws of Malaysia
as a private company limited by shares under the name of Touch Mobile Sdn Bhd.
The objects of the Issuer are:
(1) To undertake fund raising exercise(s) via issuance of Ringgit denominated

sukuk, pursuant to which the Issuer will issue sukuk from time to time and to
enter into any transaction and arrangement and to do all such other things as
may be deemed incidental or conducive thereto; and
(2) To undertake activities and carry into effect all such acts and transaction
pursuant to or that are not inconsistent with its obligations contained in the
transaction documents in respect of the sukuk (and any supplemental or
further or altered agreement thereto).
As at 31 August 2018, the Issuer is a wholly-owned subsidiary of TMS.
Further information on the Issuer is set out in Section 3 of this Information

Memorandum.
1.3 THE GUARANTORS
TMS
TMS was incorporated in Malaysia on 8 August 2006 under the laws of Malaysia as a
private company limited by shares under the name of Touch Mindscape Sdn Bhd.
As at 31 August 2018, the principal activities of TMS are to transact businesses

related to the internet and electronic commerce industry.
As at 31 August 2018, TMS is a wholly-owned subsidiary of Touch Group.
TMX
TMX was incorporated in Malaysia on 7 August 2003 under the laws of Malaysia as a
private company limited by shares under the name of Tower Media Sdn Bhd. TMX
assumed its present name on 29 August 2003.
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As at 31 August 2018, the principal activities of TMX are to carry on business of a
telecommunication contractor and providing engineering expertise in the project
management, designing, supply, installation, operation and maintenance of
telecommunication equipment.
As at 31 August 2018, TMX is a subsidiary of TMS.
TMSM
TMSM was incorporated in Malaysia on 29 November 1995 under the laws of

Malaysia as a private company limited by shares under the name of Danau Ilham
Sdn Bhd, and underwent a change of name on 26 August 2005 to Dynamic
Communication Link Sdn Bhd. TMSM assumed its present name on 9 October 2014.
As at 31 August 2018, the principal activities of TMSM are to act as a project

manager for MICTH pursuant to the project management agreement dated 10 June
2005 made between TMSM and MICTH and to design, construct, erect and
commission telecommunication towers and/or other network facilities within the state
of Melaka.
As at 31 August 2018, TMSM is a subsidiary of TMS.
Further information on the Guarantors are set out in Section 4 of this Information
Memorandum.
1.4 DESCRIPTION OF THE SUKUK WAKALAH PROGRAMMES
(a) IMTN Programme
The IMTN Programme shall have a tenure of up to twenty (20) years from the date of
the first issuance of the Sukuk Wakalah IMTN subject to the first issuance to be
effected within sixty (60) business days from the date of lodgement of information
and documents relating to the IMTN Programme with the SC as required under the
LOLA Guidelines.
The Sukuk Wakalah IMTN, pursuant to the relevant transaction documents shall
constitute direct, unconditional, unsubordinated and secured obligations of the Issuer
and at all times rank pari passu in all respects amongst themselves and at least pari
passu with the claims of all the Issuer’s unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law generally and the transaction
documents, based on the Shariah principle of Wakalah Bi Al-Istithmar.
The Sukuk Wakalah IMTN will be irrevocably and unconditionally guaranteed by the
Guarantors.
(b) ICP Programme
The ICP Programme shall have a tenure of up to seven (7) years from the date of the
first issuance of the Sukuk Wakalah ICP subject to the first issuance to be effected
within sixty (60) business days from the date of lodgement of information and
documents relating to the ICP Programme with the SC as required under the LOLA
Guidelines.
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The Sukuk Wakalah ICP, pursuant to the relevant transaction documents shall
constitute direct, unconditional, unsubordinated and secured obligations of the Issuer
and at all times rank pari passu in all respects amongst themselves and at least pari
passu with the claims of all the Issuer’s unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law generally and the transaction
documents, based on the Shariah principle of Wakalah Bi Al-Istithmar.
The Sukuk Wakalah ICP will be irrevocably and unconditionally guaranteed by the
Guarantors.
For full detailed terms of the IMTN Programme and ICP Programme respectively,
please refer to the Details of the IMTN Programme and the ICP Programme in
Section 2 of this Information Memorandum.
1.5 SECURITY
The Sukuk Wakalah shall be secured by the following security which shall be shared
on a pari passu basis in point of priority and security between the Sukuk Wakalah
IMTN and Sukuk Wakalah ICP:
(a) a first ranking legal assignment and charge of each of the Issuer’s and/or
Guarantors’ rights, interests, titles and benefits under the License
Agreements;
(b) a first ranking legal assignment and charge over the Designated Accounts (as
detailed in the section entitled “Details of designated accounts, if applicable”
of the principal terms and condition of the IMTN Programme and the ICP
Programme respectively in Section 2 of this Information Memorandum) and
the credit balances therein and a first ranking charge over the permitted
investments of the funds held in each Designated Account, subject to the
Permitted Investment provisions as detailed in the section entitled “Permitted
investments, if applicable” of the principal terms and conditions of the IMTN
Programme and the ICP Programme respectively in Section 2 of this
Information Memorandum;
(c) a first ranking debenture comprising a fixed and floating charge over all
present and future assets of each of the Issuer and the Guarantors;
(d) a first ranking legal assignment and charge of all Takaful contracts/insurance
policies of each of the Issuer and the Guarantors taken pursuant to the
License Agreements;
(e) a first ranking fixed charge over the shares of each of the Issuer and the
Guarantors;
(f) an unconditional and irrevocable letter of undertaking by each of the

Guarantors in the form and substance acceptable to the Principal
Adviser/Lead Arranger; and
(f) such other security to be mutually agreed between the Principal Adviser/Lead
Arranger and the Issuer.
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1.6 UTILISATION OF PROCEEDS
The proceeds raised from the issuance of the Sukuk Wakalah IMTN shall be utilised
for the following Shariah-compliant purposes:
(i) the TMS Group’s capital expenditure requirement including the reimbursement
in relation to the capital expenditure paid in advance;
(ii) the TMS Group’s investments including acquisition of existing

telecommunication facilities providers;
(iii) the TMS Group’s working capital requirements;
(iv) refinancing of TMS Group’s financing/borrowings which include refinancing of

maturing Sukuk Wakalah ICPs and/or the Sukuk Wakalah IMTNs;
(v) the TMS Group’s operating expenses;
(vi) the initial FSRA Minimum Required Balance and the required deposit amount
into the Sukuk Trustee reimbursement account; and
(vii) fees, cost and expenses payable under the IMTN Programme.
The proceeds raised from the issuance of the Sukuk Wakalah ICP shall be utilised for
the following Shariah-compliant purposes:
(i) the TMS Group’s capital expenditure requirement;
(ii) refinancing of maturing Sukuk Wakalah ICPs issued under the ICP
Programme;
(iii) the required deposit amount into the Sukuk Trustee reimbursement account;
and
(iv) fees, cost and expenses payable under the ICP Programme.
1.7 RATING
The Sukuk Wakalah issued or to be issued under the Sukuk Wakalah Programmes
will not be rated.
1.8 SELLING RESTRICTIONS
Selling Restrictions at Issuance
The Sukuk Wakalah may only be offered, sold, transferred or otherwise disposed of,
directly or indirectly, to persons to whom an offer for subscription or purchase of, or
invitation to subscribe for or purchase the Sukuk Wakalah and to whom the Sukuk
Wakalah are issued would fall within Section 2(6) of the Companies Act, Part 1 of
Schedule 6 or Section 229(1)(b) of the CMSA and Part 1 of Schedule 7 or Section
230(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the
CMSA.
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Selling Restrictions after Issuance
The Sukuk Wakalah may only be offered, sold, transferred or otherwise disposed of,
directly or indirectly, to persons to whom an offer for subscription or purchase of, or
invitation to subscribe for or purchase the Sukuk Wakalah and to whom the Sukuk
Wakalah are issued would fall within the relevant category of persons specified in
Section 2(6) of the Companies Act and persons to whom an offer or invitation to
purchase the Sukuk Wakalah would fall within Part 1 of Schedule 6 or Section
229(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the
CMSA.
Tradability and Transferability
The Sukuk Wakalah are tradable and transferrable subject to the selling restrictions
described above.
1.9 LODGEMENT TO SC
The structure of the IMTN Programme has been endorsed by the Shariah Advisory
Council of the SC on 14 September 2018 and the structure of the ICP Programme
has been endorsed by the Shariah Advisory Council of the SC on 14 September
2018.
Both the lodgement of the relevant information and documents in relation to the IMTN
Programme and the ICP Programme have been lodged with the SC in accordance
with the LOLA Guidelines on 21 September 2018.
15
SECTION 2 DETAILS OF THE SUKUK WAKALAH PROGRAMMES
The principal terms and conditions relating to the IMTN Programme and the ICP Programme
are as set out in this Section 2.
Words and expressions used and defined in this Section 2 shall, in the event of an
inconsistency with the definitions section of this Information Memorandum, shall only be
applicable for this Section 2.
PART I: PRINCIPAL TERMS AND CONDITIONS RELATING TO THE IMTN

PROGRAMME
1. Name of facility : An Islamic medium term notes (“Sukuk Wakalah

IMTN”) programme of RM500.0 million in nominal
value based on the Shariah principle of Wakalah Bi
Al-Istithmar (“IMTN Programme”), which is one of the
Shariah principles and concepts approved by the
Shariah Advisory Council of the SC (“SAC”).
2. One-time issue or : Programme

programme
3. Shariah Principles (for : Wakalah Bi Al-Istithmar.

sukuk)
4. Facility description (for : 1. Pursuant to a Wakalah agreement entered into

ringgit-denominated sukuk, between the Sukuk Trustee (acting on behalf of
to provide description as the investors (“Sukukholders”)) and Touch
cleared by the SC) Mobile Sdn Bhd, as the issuer (the “Issuer”)
(“Wakalah Agreement”) in relation to the IMTN
Programme, Touch Mobile Sdn Bhd shall be
appointed as an agent of the Sukukholders
(“Wakeel”) to perform services which include
investing the issue proceeds (“Sukuk Proceeds”)
in the relevant Shariah-compliant Wakalah
portfolio (“Wakalah Portfolio”) and management
of the Wakalah Portfolio, in accordance with the
Wakalah Agreement. Each Wakalah Portfolio
shall comprise a combination of investment in the
following:
I. the telecommunication business of TMS

Group (as defined in the section entitled
“Negative Covenant”) (“Shariah-compliant
Business”), which shall represent the
Sukukholders’ interest in the Shariah-
compliant Business; and
16
II. Shariah-compliant commodities which shall
include but not limited to crude palm oil or such
other acceptable commodities (excluding ribawi
items in the category of medium of exchange
such as currency, gold and silver) which are
provided through the commodity trading
platform, Bursa Suq Al-Sila’ or such other
independent commodity trading platforms as
approved by the Shariah Adviser which will be
identified from time to time, at or around the
time of issuance of the Sukuk Wakalah IMTN
(“Commodities”) (to be sold to TMSB as
purchaser (“Purchaser”)) (“Commodity
Murabahah Investment”).
2. The Wakeel shall declare a trust on the Trust

Assets (as defined in the section entitled “Other
terms and conditions –Trust asset") (including the
Sukuk Proceeds and the Wakalah Portfolio) for
the benefit of the Sukukholders. The Issuer shall,
from time to time, issue Sukuk Wakalah IMTN to
the Sukukholders and the Sukukholders shall
subscribe to the Sukuk Wakalah IMTN by paying
the Sukuk Proceeds. The relevant Sukuk
Wakalah IMTN shall represent the Sukukholders’
undivided proportionate interest in the relevant
Wakalah Portfolio.
3. Pursuant to an investment agreement entered

into between the Wakeel and Touch Mobile Sdn
Bhd, as the investment manager (“Investment
Manager”) (“Investment Agreement”), the
Wakeel (on behalf the Sukukholders) shall utilise
at least 33% of the Sukuk Proceeds of the
relevant Sukuk Wakalah IMTN for investment into
the Shariah-compliant Business via the
Investment Manager, subject to the valuation
principles set out in the Wakalah Agreement. The
Wakeel shall appoint the Investment Manager to
manage the Shariah-compliant Business for the
benefit of the Sukukholders.
For the avoidance of doubt, the above ratio of at

least 33% of the Sukuk Proceeds of the relevant
Sukuk Wakalah IMTN is only applicable at the
point of initial investment for each tranche of the
Sukuk Wakalah IMTN and does not need to be
maintained throughout the tenure of the relevant
Sukuk Wakalah IMTN. However, the Wakeel shall
ensure that the Shariah-compliant Business shall
at all times be a component of the Wakalah
Portfolio.
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4. The remaining proceeds of the Sukuk Wakalah
IMTN shall be utilized by the Wakeel for the
Commodity Murabahah Investment. The
Commodity Murabahah Investment shall be
effected as follows:
a) Pursuant to the Commodity Murabahah

Investment Agreement entered into between
Touch Mobile Sdn Bhd as the Purchaser, the
Wakeel and the Sukuk Trustee, the Purchaser
shall issue a purchase order (“Purchase
Order”) to the Wakeel and the Sukuk Trustee
with an undertaking to purchase the
Commodities from the Wakeel at the Deferred
Sale Price (as defined below).
b) Pursuant to the Purchase Order, the Wakeel

shall purchase the Commodities on spot basis
from the commodity supplier (via a commodity
trading participant), at the commodity
purchase price equivalent to such remaining
Sukuk Proceeds of the relevant Sukuk
Wakalah IMTN after investment into the
Shariah-compliant Business (“Commodity
Purchase Price”). The Commodity Purchase
Price shall comply with the SC’s SAC asset
pricing requirements as provided in the LOLA
Guidelines.
c) Upon acquiring the Commodities, the Wakeel

(on behalf of the Sukukholders) shall sell the
Commodities to the Purchaser for a sale price
equivalent to the Commodity Purchase Price
plus the profit margin payable on a deferred
basis (“Deferred Sale Price”). For the
avoidance of doubt, the Deferred Sale Price
shall be equal to the aggregate of the
Expected Periodic Distribution Amount (as
defined in the section entitled “Other terms
and conditions - Periodic Distribution Rate”) (if
any) and the nominal value of the relevant
Sukuk Wakalah IMTN.
For avoidance of doubt, for any series of

Sukuk Wakalah IMTN issued on floating rate
basis, the Expected Periodic Distribution
Amount for the Deferred Sale Price shall be
calculated at the maximum rate. If the
effective rate is higher than the maximum rate,
the Issuer shall be obliged to make Periodic
Distributions (as defined below) at the
maximum rate only.
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d) The Purchaser shall, subsequently sell the
Commodities to the commodity buyer via a
commodity trading participant on spot basis for
an amount equal to the Commodity Purchase
Price.
5. The Wakeel shall distribute income generated

from the Wakalah Portfolio (“Income”) up to:
a) in respect of Sukuk Wakalah IMTN with

periodic distribution (“Periodic Distribution”),
the Expected Periodic Distribution Amount to
the Sukukholders in the form of Periodic
Distributions on each periodic distribution date
(“Periodic Distribution Date”); or
b) in respect of Sukuk Wakalah IMTN without

Periodic Distribution, the expected one-off
distribution amount which shall be equal to the
difference between the nominal value and the
Sukuk Proceeds of the Sukuk Wakalah IMTN
(“Expected One-off Distribution Amount”),
to the Sukukholders in the form of a one-off
distribution upon the declaration of a
Dissolution Event (as set out in the section
entitled “Events of default or enforcement
events, where applicable, including recourse
available to investors”) or the maturity date of
the relevant Sukuk Wakalah IMTN (”Maturity
Date”), whichever is earlier.
Any excess above the Expected Periodic

Distribution Amount or the Expected One-off
Distribution Amount, as the case may be, shall be
waived by the Sukukholders and retained by the
Wakeel as incentive fee.
6. Touch Mobile Sdn Bhd as the obligor (as

“Obligor”) shall issue a purchase undertaking
(“Purchase Undertaking”) in favour of the Sukuk
Trustee (acting on behalf of the Sukukholders),
under which the Obligor undertakes to purchase
the Sukukholders’ interest in the Shariah-
compliant Business from the Sukuk Trustee
(acting on behalf of the Sukukholders) upon: (i)
the declaration of a Dissolution Event or (ii) the
Maturity Date, whichever is earlier, at the market
value of the Shariah-compliant Business
(“Exercise Price”) and enter into a sale
agreement for such purchase.
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7. Upon the declaration of a Dissolution Event or
upon the Maturity Date, the proceeds from the
Wakalah Portfolio made up of the Exercise Price,
outstanding Deferred Sale Price (subject to Ibra’)
and any returns generated shall be paid to the
Sukukholders to redeem the relevant Sukuk
Wakalah IMTN. Any excess above the nominal
value or the accreted value (as the case may be)
and if applicable, any accrued but unpaid
Expected Periodic Distribution Amount of the
relevant Sukuk Wakalah IMTN shall be waived by
the Sukukholders and retained by the Wakeel as
an incentive fee upon the full redemption of the
relevant Sukuk Wakalah IMTN.
Upon the full payment of all amounts due and

payable under the relevant Sukuk Wakalah IMTN,
the trust in respect of the relevant Wakalah
Portfolio will be dissolved and the relevant Sukuk
Wakalah IMTN held by the Sukukholders will be
cancelled.
8. Each of the Guarantor(s), pursuant to an

unconditional and irrevocable corporate
guarantee (under the Shariah principle of
Kafalah) (“Corporate Guarantee”) shall jointly
and severally guarantee all obligations of Touch
Mobile Sdn Bhd (in its capacity as the Purchaser
and the Obligor) to pay the Deferred Sale Price
and the Exercise Price up to an amount
equivalent to the aggregate of the nominal value
or the accreted value of the Sukuk Wakalah
IMTN (as the case may be) and the accrued but
unpaid Expected Periodic Distribution Amount.
Each of the Corporate Guarantee is payable on
demand and would be enforceable upon the
declaration of a Dissolution Event under the
IMTN Programme.
5. Currency : Ringgit
6. Expected : RM500,000,000.00
facility/programme size (for
programme, state option to Option to upsize: Yes.
upsize)
The Issuer shall have the option to upsize the IMTN
Programme and for the avoidance of doubt, the
Sukukholders shall via the Trust Deed provide their
upfront consent for any upsizing of the IMTN
Programme provided that:
(i) the Issuer shall obtain all required regulatory

approvals, if any;
20
(ii) the Issuer shall comply with the relevant
requirements under the LOLA Guidelines; and
(iii) such other terms and/or conditions as may be

advised by the Solicitor, if any.
7. Tenure of : 20 years from the date of first issuance under the

facility/programme IMTN Programme.
8. Availability period of debt or : The Sukuk Wakalah IMTN may be issued at any time
sukuk programme upon completion of documentation and fulfillment of
all conditions precedent to the satisfaction of the
PA/LA, unless waived by the PA/LA, provided that the
first issuance of the Sukuk Wakalah IMTN shall be
issued within sixty (60) business days from the date of
lodgement with the SC.
9. Clearing & settlement : PayNet.

platform
10. Mode of issue : Book building, bought deal, direct placement and/or
private placement.
11. Selling restrictions : (i) At Issuance
(i) Section 2(6) of the Companies Act 2016;

(ii) Part 1 of Schedule 6 of the CMSA;
(iii) Part 1 of Schedule 7 of the CMSA;
(iv) Read together with Schedule 9 of the CMSA;
(v) Other:
The Sukuk Wakalah IMTN may only be offered, sold,

transferred or otherwise disposed directly or
indirectly, to a person to whom an offer for
subscription or purchase of, or invitation to subscribe
for or purchase the Sukuk Wakalah IMTN and to
whom the Sukuk Wakalah IMTN are issued would fall
within Section 2(6) of the Companies Act, 2016 (as
amended from time to time), Part 1 of Schedule 6 or
Section 229(1)(b) and Part 1 of Schedule 7 or Section
230(1)(b) of the CMSA, read together with Schedule
9 or Section 257(3) of the CMSA.
(ii) After Issuance

(iii) Read together with Schedule 9 of the CMSA;
(iv) Other:
21
Selling Restrictions Thereafter
The Sukuk Wakalah IMTN may only be offered, sold,

for or purchase the Sukuk Wakalah IMTN and to
whom the Sukuk Wakalah IMTN are issued would fall
within Section 2(6) of the Companies Act, 2016 (as
Section 229(1)(b) of the CMSA, read together with
Schedule 9 or Section 257(3) of the CMSA.
12. Tradability & transferability : Tradable & transferable.
Tradable & transferable amount: RM500,000,000.00
13. Details of security/collateral : The Sukuk Wakalah IMTN issued under the IMTN
pledged, if applicable Programme shall be secured against the following
securities which shall be shared with an Islamic
commercial papers (“Sukuk Wakalah ICP”)
programme of up to RM50.0 million in nominal value
(“ICP Programme”) (collectively, the IMTN
Programme and ICP Programme are to be referred to
as the “Sukuk Wakalah Programmes”) on a pari
passu basis in point of priority and security, subject to
a Security Sharing Agreement to be entered into
between amongst others, the Issuer, the Sukuk
Trustee and the Security Agent:
(a) a first ranking legal assignment and charge of

each Relevant Party’s (as defined in the section
entitled “Details of covenants – Positive
Covenants”) rights, interests, titles and benefits
under the present and future lease, access and
license agreement(s) with telecommunication
companies, project management agreements,
fibre optic cable lease agreements and/or other
telecommunication infrastructures and fibre optic
network bandwidth including any authorised work
order, amended authorised work order, variation
order, site rental offer or site lease offer issued
pursuant to such lease, access and license
agreement(s), telecommunication site operational
and maintenance support services agreements
and any other agreements or supplementals to
be entered into pursuant to the abovementioned
agreements (collectively, the “License
Agreements”) (“Assignment of License
Agreements”);
22
(b) a first ranking legal assignment and charge over
the Designated Accounts (as defined in the
section entitled “Details of designated accounts, if
applicable”) and the credit balances therein and a
first ranking charge over the Permitted
Investments (as defined in the section entitled
“Permitted investments, if applicable”)
(“Assignment and Charge of Accounts”);
(c) a first ranking debenture comprising a fixed and

floating charge over all present and future assets
of each Relevant Party;
(d) a first ranking legal assignment and charge of all

Takaful contracts/insurance policies of each
Relevant Party taken pursuant to the License
Agreements (“Assignment of Insurance/
Takaful”);
(e) a first ranking fixed charge over the shares of

each of the Relevant Parties (“Charge of
Shares”);
(f) an unconditional and irrevocable letter of

undertaking by each of the Guarantors in the
form and substance acceptable to the PA/LA;
and
(g) such other security to be mutually agreed

between the PA/LA and the Issuer,
(the documents reflecting the above securities shall

collectively be referred to as the “Security
Documents”).
14. Details of guarantee, if : Each of the Guarantors, pursuant to the Corporate

applicable Guarantee shall jointly and severally guarantee all
obligations of TMSB (in its capacity as the Purchaser
and the Obligor) to pay the Deferred Sale Price and
the Exercise Price up to an amount equivalent to the
aggregate of the nominal value or the accreted value
of the Sukuk Wakalah IMTN (as the case may be)
and the accrued but unpaid Expected Periodic
Distribution Amount.
23
Each of the New Subsidiaries (as defined in the
section entitled “Negative Covenant”) as permitted
under these terms and conditions shall by no later
than 60 days after becoming a wholly-owned
subsidiary of TMS, execute (and cause to execute) all
relevant documents, open (and cause to open) the
relevant Guarantor CA and the relevant Guarantor OA
(both as defined in the section entitled “Details of
designated account(s), if applicable”) and do (and
cause to do) all further acts as deemed necessary in
order to become a guarantor and a Relevant Party
under the IMTN Programme and the “Guarantors”
shall thereafter be construed accordingly.
15. Convertibility of issuance : Non-convertible.

and details of the
convertibility
16. Exchangeability of issuance : Non-exchangeable.

and details of the
exchangeability
17. Call option and details, if : No call option.

applicable
18. Put option and details, if : No put option.

applicable
19. Details of covenants: :
(1) Positive Covenants “Relevant Party” means any one of the Issuer and
the Guarantors (as the case may be).
Each of the Relevant Party covenants that so long as

the Sukuk Wakalah IMTN are outstanding, it shall:
(1) maintain in full force and effect all relevant

authorisations, consents, rights, licenses,
approvals and permits (governmental and
otherwise) and will promptly obtain any further
otherwise) which is or may become necessary:
(a) to enable it to own its assets, to carry on its

business and to perform its obligations under
the License Agreements, save and except for
the requisite State’s consent for occupation of
state land and the local authorities’ approval
or permit for the construction or erection of
the telecommunication infrastructure without
which may result in a Material Adverse Effect;
(b) for it to enter into or perform its obligations

under the Transaction Documents;
24
(c) to ensure the validity, enforceability,
admissibility in evidence of its obligations of
or the priority or rights of the Sukukholders
(d) to ensure the validity, enforceability,

admissibility in evidence of its obligations
under the License Agreements;
(2) at all times on demand execute all such further

documents and do all such further acts
reasonably necessary at any time or times to give
further effect to the terms and conditions of the
Transaction Documents;
(3) exercise reasonable diligence in carrying out its

business and affairs in a proper and efficient
manner and in accordance with sound financial
and commercial standards and practices and in
accordance with its respective constitution within
the meaning given to it in the Companies Act
2016 ("Constitution");
(4) promptly perform and carry out all its obligations

under all the Transaction Documents (including
but not limited to redeeming the Sukuk Wakalah
IMTN on the relevant Maturity Date(s) or any
other date on which the Sukuk Wakalah IMTN
are due and payable, in relation to the Issuer
only) and the License Agreements and ensure
that it shall immediately notify the Sukuk Trustee
in the event that it is unable to fulfil or comply
with any of the provisions of the Transaction
Documents and the License Agreements;
(5) prepare its financial statements at all times in

compliance with applicable statutory
requirements and on a basis consistently applied
in accordance with approved accounting
standards in Malaysia and those financial
statements shall give a true and fair view of the
results of its operations for the period to which
the financial statements are made up and shall
disclose or provide against all liabilities (actual or
contingent);
(6) promptly comply with all applicable laws and

regulations including the provisions of the CMSA
and/or the notes, circulars, conditions or
guidelines issued by the SC, BNM and any other
relevant regulatory authorities from time to time in
relation to the IMTN Programme;
25
(7) keep proper books, accounts and records at all
times and to provide the Sukuk Trustee and any
person appointed by it access to such books and
accounts and records to the extent permitted by
law;
(8) maintain adequate Takaful/insurance where

necessary for the business of such nature with
reputable Takaful providers / insurance
companies which a prudent company carrying on
a similar business and shall notify the Sukuk
Trustee of any event which or may give rise to
any claim or right of action under any Takaful /
insurance;
(9) open and maintain the Designated Accounts, pay

all relevant amounts into the Designated
Accounts, make all payments from the
Designated Accounts only as permitted under the
Transaction Documents, and comply with the
terms and conditions of the Transaction
Documents in all matters concerning the
Designated Accounts;
(10) ensure that any revenue, income, proceeds, cash

inflow and payment received by each Relevant
Party shall be deposited into the Issuer CA
and/or each Guarantor CA, as the case may be;
(11) in relation to TMS only, ensure that TMX, TMSM

and the Issuer shall remain as its subsidiary
(directly or indirectly) at all times; and
(12) any other covenants as advised by the Solicitor

and mutually agreed between the PA/LA and the
Relevant Party.
The Issuer covenants that so long as the Sukuk

Wakalah IMTN are outstanding, it shall:
(1) ensure that the terms in the Trust Deed do not

contain any matter which is inconsistent with the
provisions of the Information Memorandum;
(2) at all times maintain a paying agent who is based

in Malaysia and the Issuer shall procure the
paying agent to notify the Sukuk Trustee, through
the Facility Agent, if the paying agent does not
receive payment from the Issuer on the due
dates as required under the Trust Deed and the
terms and conditions of the Sukuk Wakalah
IMTN; and
26
Issuer.
(2) Negative covenants : Each of the Relevant Party covenants that so long as
the Sukuk Wakalah IMTN are outstanding, it shall not:
(1) create or permit to exist any encumbrance,

mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment by way
of security, trust arrangement for the purpose of
providing security or other security interest of any
kind over any of its assets including, without
limitation, title transfer and/or retention
arrangements having a similar effect or any
agreement to create any of the foregoing other
than (i) any security interest created under the
Sukuk Wakalah ICP and/or Sukuk Wakalah IMTN
in connection with the Sukuk Wakalah
Programmes; and (ii) those security created for
purposes of securing the existing syndicated
commodity Murabahah facility-i comprising of a
revolving credit facility-i and syndicated financing-
i of up to RM250,000,000.00 obtained by TMS
(“Existing Facilities”) which will be discharged
upon the full refinancing of the Existing Facilities
from the proceeds of the first issuance of the
Sukuk Wakalah IMTN;
(2) (i) in relation to TMS only, have any subsidiaries

or associated companies other than TMSB, TMX,
TMSM, BTP Wireless Sdn Bhd (which shall
remain a dormant company) and such other new
wholly-owned subsidiaries to be incorporated or
acquired (“New Subsidiaries”). Such New
Subsidiaries shall only engage in the following
business or activities (a) as a network facilities
provider and/or network service provider
governed by the relevant License Agreements;
(b) providing telecommunication equipment to the
TMS Group and/or other network facilities
providers and/or network service providers;
and/or (c) providing operation and maintenance
services of telecommunication infrastructures to
the TMS Group and/or other network facilities
For the avoidance of doubt, the New Subsidiaries

shall in turn, not have any subsidiaries or
associated companies. Each New Subsidiary
shall be a Guarantor and a Relevant Party;
27
(ii) in relation to TMX only, have any subsidiaries
or associated companies other than Total Mobile
Sdn Bhd which shall remain a dormant company;
(iii) in relation to TMSM only, have any

subsidiaries or associated companies;
(3) suspend, amend, modify or vary or agree to any

suspension of, or any amendment, modification
or variation to, or abandon, or issue or agree to
any change order or variation order (save for any
increase in the fees payable) being issued under,
or set off, forebear or waive compliance with, any
provision of any License Agreements save and
except for (i) to the extent required by applicable
laws, regulations or guidelines, (ii) any
amendments, modifications, variations which are
in relation to technical and commercial matters
under the License Agreements and which do not
materially affect the commercial terms of the
License Agreements adversely or (iii) any
renewal of the License Agreements on
substantially the same terms;
(4) permit, approve or allow any change to the

shareholding of TMS which would result in a
Material Adverse Effect.
(5) take any action or fail to perform any obligation

which will cause a breach, revocation or
termination of any License Agreements;
(6) transfer, sell, or otherwise dispose any assets in

any financial year, except where the asset
disposal is solely for the purposes of facilitating
Shariah concepts used in Islamic financing
facilities granted to the Relevant Party or the
asset disposal is due to obsolescence and/or
deterioration and such assets are properly
replaced;
(7) add, delete, amend, supplement or substitute its

Constitution in a manner which may be materially
prejudicial to the interests of the Sukukholders or
which is inconsistent with the provisions of the
(8) reduce or in any way whatsoever alter (other than

by way of increase) its paid-up share capital
whether by varying the amount, structure or value
thereof or the rights attached thereto or by
converting any of its share capital into stock, or
by consolidating, dividing or sub-dividing all or
any of its shares, or by any other manner;
28
(9) in relation to TMS only, declare or pay any
dividends or make any distribution whether
income or capital in nature to its shareholders (a
“Distribution”) unless all the following conditions
are met:
(a) all the respective Relevant Party’s obligations

under the IMTN Programme have been
complied with;
(b) no Dissolution Event has occurred and is

continuing, or a Dissolution Event or Potential
Dissolution Event (as defined in the section
entitled “Information Covenants”) will occur as
a result of such Distribution;
(c) the first principal payment of the Sukuk

Wakalah IMTN has been made in full;
(d) the FSRA Minimum Required Balance (as

defined in the section entitled “Details of
designated accounts, if applicable”)
requirement has been met; and
(e) a firm of reputable certificated public

accountants (which shall be either one of
Ernst & Young, Crowe Malaysia, KPMG, PwC
or Deloitte) (“Reputable Accountant”) has
confirmed, together with the relevant
computation based on the latest available
annual audited consolidated financial
statements of TMS or the latest available
consolidated interim financial statements of
TMS (as the case may be) that the F:E Ratio
(as defined in the section entitled “Financial
Covenants”) and the Projected FSCR (as
defined in the section entitled “Financial
Covenants”) of not less than 1.75 times will
continue to be met following such Distribution;
(10) in relation to each of TMX and TMSM, declare or

pay any dividends or make any distribution
whether income or capital in nature to its
shareholders unless it is a wholly-owned
subsidiary of TMS;
(11) obtain or permit to exist any financings/loans or

advances from its shareholders, subsidiaries,
related companies or associated companies
unless these financings/loans and advances are
subordinated to the IMTN Programme;
29
(12) except otherwise contemplated in the
Transaction Documents, enter into any
agreements, whether directly or indirectly with its
shareholder, subsidiaries, related companies or
associated companies unless such agreement is
entered into:
(a) in the ordinary course of its business;
(b) on an arms-length basis and on terms no less

favourable to the Relevant Party than those
which could have been obtained in
comparable transactions from persons who
are not its shareholders, subsidiaries, related
companies or associated companies; and
(c) will not have a Material Adverse Effect on the

Relevant Party;
(13) take steps to wind-up or dissolve itself;
(14) lend any money to any party other than (i) to its
directors, officers or employees as part of their
terms of employment and (ii) lending by any
Relevant Party to any companies within the TMS
Group;
(15) engage in any other business or activities other

than (a) as a network facilities provider and/or
network service provider governed by the
relevant License Agreements; (b) providing
telecommunication equipment to the TMS Group
and/or other network facilities providers and/or
network service providers; and/or (c) providing
operation and maintenance services of
telecommunication equipment or infrastructures
to the TMS Group and/or other network facilities
(16) cease or threaten to cease or suspend or

threaten to suspend a substantial part of its
business operations; and

Relevant Party.

Wakalah IMTN are outstanding, it shall not:
(1) enter into any transaction, whether directly or

indirectly with interested persons (including
directors, major shareholders and chief executive
or persons connected to them) (collectively,
“Interested Persons”) unless:
30
(a) such transaction shall be on terms that are no
less favourable to the Issuer than those which
could have been obtained in a comparable
transaction from persons who are not
Interested Persons;
(b) with respect to transactions involving an

agreed payment or value equal to or greater
than RM 1,000,000.00, the Issuer obtains
certification from an independent adviser that
the transaction is carried out on fair and
reasonable terms,
Provided that the Issuer certifies to the Sukuk

Trustee that the transaction complies with
paragraph (a) above, that the Issuer has received
the certification referred to in paragraph (b)
(where applicable) and that the transaction has
been approved by the majority of the board of
directors or shareholders in a general meeting as
the case may require;
(2) change the utilisation of proceeds of the Sukuk

Wakalah IMTN from the purposes specified in the
Transaction Documents or the Information
Memorandum; and
(3) have any subsidiaries or associated companies;

Issuer.
For the purposes of these terms and conditions,
“Material Adverse Effect” means any material

adverse effect on (i) the operations, business,
property, assets, liabilities or condition (financial or
otherwise) or results of the operations of any Relevant
Party; (ii) the ability of any of the Relevant Party to
perform any of its obligations under any of the
Transaction Documents and/or License Agreements
or (iii) the validity or enforceability, or the
effectiveness or the priority or ranking of any security
interest granted or purporting to be granted pursuant
to any of the Transaction Documents or the rights or
remedies of the Sukuk Trustee, the Security Agent or
any Sukukholder under the Transaction Documents.
“TMS Group” consists of TMS and its group of

companies.
31
(3) Financial covenants : (1) Finance to Equity Ratio (“F:E Ratio”)
TMS Group shall maintain a F:E Ratio of not

exceeding 4.0 times from the first issuance of Sukuk
Wakalah IMTN under the IMTN Programme.
The F:E Ratio is the ratio of the indebtedness the

TMS Group represented by:
(a) the aggregate nominal value of all outstanding

Sukuk Wakalah IMTN and Sukuk Wakalah ICP;
and
(b) (i) all other indebtedness of the TMS Group for

Islamic financing and borrowed monies (be it
actual or contingent) for principal only, hire
purchase obligations and/or finance lease
obligations; and (ii) any financial guarantees or
other contingent liabilities of any member of the
TMS Group calculated in accordance with the
applicable accounting standards; but excluding
any financing/loans or advances from the
shareholders which are fully subordinated to the
Sukuk Wakalah IMTN,
to the shareholders’ funds of the TMS Group

including, if any, preference equity, fully
subordinated shareholders’ advances/
financing/loans and retained earnings/losses.
The calculations of the F:E Ratio shall be duly

confirmed by a Reputable Accountant.
The Issuer shall arrange for a Reputable Accountant’s

confirmation to be forwarded to the Sukuk Trustee.
For the avoidance of doubt, any double-counting shall

be disregarded.
(2) Finance Service Coverage Ratio (“FSCR”)
TMS Group shall maintain a FSCR of not less than

1.50 times throughout the tenure of the IMTN
Programme.
The FSCR is the ratio of Net Available Cash to the

Total Finance Service paid, where:
a) “Net Available Cash” is the aggregate of all cash

balances in the Designated Accounts before Total
Finance Service; and
32
b) “Total Finance Service” is the aggregate nominal
value of all principal and profit payments to be made
by the Issuer under the IMTN Programme and the
ICP Programme during the next twelve (12) months.
(3) Projected FSCR
In relation to any Distribution, the Projected FSCR

shall be calculated as follows:
(A + B + C) / (A + D)
where:
A = the actual total principal and Expected Periodic

Distribution Amount of both Sukuk Wakalah
IMTN and Sukuk Wakalah ICP and all principal
and interest/ coupon/ profit payment under any
other indebtedness for borrowed monies and/or
Islamic financing paid on the most recent
Maturity Date from the date the Distribution is
made or declared (“Distribution Date”);
B = the actual closing cash balances in the

Designated Accounts as at the Distribution Date;
C = the Projected Net Available Cash from the

Distribution Date up to the next immediate
Maturity Date; and
D = the projected total finance service (consisting of

nominal value and Expected Periodic
Distribution Amount of all outstanding Sukuk
Wakalah IMTN and Sukuk Wakalah ICP and all
principal and interest/ coupon/ profit payment
under any other indebtedness for borrowed
monies and/or Islamic financing) due and
payable from the Distribution Date up to and
including the next immediate Maturity Date.
“Projected Net Available Cash” shall be calculated

as:
(a) all revenue, royalties, fees, lease payments to be

received by the TMS Group and other receipts of
a capital or revenue nature under any License
Agreements; plus
(b) any insurance/Takaful proceeds to be received

by the Relevant Party in relation to the License
Agreements; less
(c) all operating expenses or fees payable by the

Relevant Party as provided in the Annual Budget.
33
The “Annual Budget” means the annual budget to be
provided by the Relevant Parties, setting out the
monthly breakdown of amongst others, the capital
expenditure, working capital requirement and the
operating expenses of the Relevant Parties for a
period of twelve months for the next financial year.
For the avoidance of doubt, the first Annual Budget to
be provided prior to the first issue date of the Sukuk
Wakalah IMTN shall be for such period until the end
of each Relevant Party’s financial year of that year.
The F:E Ratio and FSCR shall be calculated on a

yearly basis commencing from the first anniversary of
the first issuance of the Sukuk Wakalah IMTN and/or
Sukuk Wakalah ICP and as and when such
calculations are required to be made under the terms
of the Transaction Documents during the tenure of the
IMTN Programme. In the case of F:E Ratio and FSCR
which are calculated on a yearly basis, such
calculations shall be based on the latest annual
audited consolidated financial statements of TMS and
in the case of F:E Ratio and Projected FSCR
calculated at any other times, the calculations shall be
based on the latest consolidated interim financial
statements of TMS.
For avoidance of doubt, any double counting in

respect of the FSCR and Projected FSCR shall be
disregarded.
(4) Information covenants : Each of the Relevant Party covenants that so long as
the Sukuk Wakalah IMTN are outstanding, it shall:
(1) provide to the Sukuk Trustee at least on an

annual basis, a certificate confirming that it has
complied with all its obligations under the
Transaction Documents and the terms and
conditions of the Sukuk Wakalah IMTN and that
there does not exist or had not existed, from the
date the Sukuk Wakalah IMTN were issued or
the date of the previous certificate as the case
may be, any Dissolution Event, and if such is not
the case, to specify the same;
34
(2) deliver to the Sukuk Trustee the following:
(a) as soon as they become available (and in any

event within one hundred and eighty (180)
days after the end of each of its financial
years) copies of its consolidated financial
statements for that year which shall contain
the income statements and balance sheets of
the Relevant Party and which are audited and
certified without qualification by a firm of
independent certified public accountants
acceptable to the Sukuk Trustee;
(b) as soon as they become available (and in any

event within ninety (90) days after the end of
the first half of its financial year) copies of its
unaudited half yearly consolidated interim
financial statements for that period which
shall contain the income statements and
balance sheets of the Relevant Party which
are duly certified by any one of its directors;
(c) promptly, such additional financial or other

information relating to the Relevant Party’s
business and its operations as the Sukuk
Trustee may from time to time reasonably
request in order to discharge its duties and
obligations under the Transaction
Documents; and
(d) promptly, all notices or other documents

received by the Relevant Party from any of its
shareholders or its creditors which contents
may materially and adversely affect the
interests of the Sukukholders, and a copy of
all documents dispatched by the Relevant
Party to its shareholders (or any class of
them) in their capacity as shareholders or its
creditors generally at the same time as these
documents are dispatched to these
shareholders or creditors,
(3) promptly notify the Sukuk Trustee of any change

in its board of directors and/or its shareholders;
35
(4) promptly provide to the Security Agent and the
Sukuk Trustee semi-annually, a Semi-Annual
Budget (as defined in the Details of designated
account(s), if applicable) and annually, an Annual
Budget. The first Semi-Annual Budget and the
Annual Budget, to be provided prior to the first
issue date of the Sukuk Wakalah IMTN shall be
for such period until the end of its financial year
of that year. For subsequent Semi-Annual
Budget and Annual Budget, such budget shall be
provided one month before the end of the first
half of its financial year or before the end of its
financial year (as the case may be);

in its condition (financial or otherwise) and of any
litigation or other proceedings of any nature
whatsoever being threatened or initiated against
the Relevant Party before any court or tribunal or
administrative agency which may materially and
adversely affect the ability of the Relevant Party
to perform any of its obligations under any of the
Transaction Documents and/or the License
Agreements;
(6) immediately give notice to the Sukuk Trustee and

the Security Agent of the occurrence of any
Dissolution Event or any event which, upon the
giving of notice and/or lapse of time and/or the
issue of a certificate and/or the fulfilment of the
relevant requirement as contemplated under the
relevant Transaction Document would constitute
a Dissolution Event (“Potential Dissolution
Event”) forthwith upon becoming aware thereof,
and it shall take all reasonable steps and/or such
other steps as may reasonably be requested by
the Sukuk Trustee to remedy and/or mitigate the
effect of the Dissolution Event or the Potential
Dissolution Event;
(7) immediately notify the Sukuk Trustee of any

substantial change in the nature of the business
of the Relevant Party;

change in the name of any of the Relevant Party;

cessation of liability of any Guarantor for the
payment of the whole or part of the moneys for
which they were liable under the Corporate
Guarantee;
36
change in the utilisation of Sukuk Proceeds other
than for the purpose stipulated in the Information
Memorandum or any Transaction Documents;

change in the withholding tax position of any of
the Relevant Party;
(12) promptly but in any event within thirty (30)

calendar days upon the Relevant Party entering
into new or future lease, access and license
agreement(s) with telecommunication
network bandwidth, telecommunication site
operational and maintenance support services
agreements and any other agreements or
supplementals to be entered into pursuant to the
abovementioned agreements or when there is a
new Relevant Party, provide to the Security
Agent, the notices of assignment,
acknowledgements and where applicable,
consent from the relevant counterparties in
connection with the Assignment of the License
Agreements and the assignment of insurance
policies/Takaful contracts taken pursuant to such
License Agreements. For the avoidance of doubt,
the thirty (30) calendar days period shall be
counted from the date of the relevant
agreements;
(13) promptly provide to the Sukuk Trustee and the

Security Agent as soon as possible, but in any
event within ten (10) business days of receipt by
the Relevant Party or the issuance by the
Relevant Party of, copies of all default notices,
suspension notices, force majeure notices and
termination notices in relation to any License
Agreements;
(14) promptly upon the Relevant Party obtaining

knowledge thereof, notify the Sukuk Trustee and
the Security Agent of any breach, suspension,
abandonment, termination, rescission, discharge
(otherwise than by performance), supplement,
novation, amendment, modification or waiver in
writing of, or indulgence in writing under, any
provision of any License Agreement or any
variation order issued under any License
Agreement which may result in a Material
Adverse Effect;
37
(15) immediately inform the Sukuk Trustee of any
other matter that may materially prejudice the
Relevant Party or the interests of the
Sukukholders under the Transaction Documents;
and
(16) immediately notify the Sukuk Trustee of the

occurrence of any event that has caused or could
cause, one or more of the following:
(i) any amount secured or payable under the

Sukuk Wakalah IMTN to become
immediately payable;
(ii) the Sukuk Wakalah IMTN to become

immediately enforceable;
(iii) the securities created under the IMTN

Programme to become immediately
enforceable; or
(iv) any other right or remedy under the terms

and conditions of the IMTN Programme or
the Sukuk Wakalah IMTN to become
immediately enforceable; and

Relevant Party.
20. Details of designated : (A) Name of account:

account(s), if applicable Issuer Collection Account (“Issuer CA”)
Parties responsible for opening the account:

Issuer
Parties responsible for maintaining/operating the

account:
Party responsible for operating the account prior to
any Dissolution Event: Security Agent
Party responsible for operating the account upon

occurrence of a Dissolution Event: Security Agent
Signatories to the account:

Signatories prior to any Dissolution Event: Security
Agent
Signatories upon occurrence of a Dissolution Event:

Security Agent
38
Sources of funds:
(i) For each issuance of the Sukuk Wakalah IMTN,
the proceeds shall be utilised in accordance with
the Utilisation of proceeds (as defined in item
(33) (1) (Utilisation of proceeds) below) and the
balance proceeds shall be deposited into the
Issuer CA on each issue date;
(ii) Any daily transfers from each Guarantor’s CA;
(iii) Any amount released from the FSRA in excess of

the FSRA Minimum Required Balance; and
(iv) all income, revenue, cash inflow and payment

received by the Issuer.
Utilisation of funds:
All payments from the Issuer CA shall be applied in
the priority of cash flow as set out below:
(i) for payment of the recurring fees and expenses

relating to the Sukuk Wakalah Programmes;
(ii) for payment of the Expected Periodic Distribution

Amount of the Sukuk Wakalah ICP and/or Sukuk
Wakalah IMTN under the Sukuk Wakalah
Programmes;
(iii) for payment of the nominal value of the Sukuk

Wakalah ICP and/or Sukuk Wakalah IMTN under
the Sukuk Wakalah Programmes;
(iv) transfer to the FSRA to top up the FSRA (if

required);
(v) subject to no occurrence of a Dissolution Event,

transfer to the relevant Guarantor’s OA for the
payment of repair/restoration cost of the relevant
assets from the proceeds of the insurance/takaful
claims received by such Guarantor pursuant to
the License Agreements;
(vi) subject to no occurrence of a Dissolution Event

(save for any monthly transfer of statutory
payments) monthly transfer to the Issuer OA and
each Guarantor OA (as defined below) for taxes,
stamp duties, other regulatory and statutory
payments, the capital expenditure, working
capital requirement and the operating expenses
of the Relevant Parties in accordance with the
Semi-Annual Budget; and
(vii) for payments of dividend and/or permitted

distribution to the Relevant Party’s shareholder
as permitted under these terms and conditions.
39
The “Semi-Annual Budget” means the semi-annual
budget to be provided by the Relevant Parties, setting
out the monthly breakdown of amongst others, the
capital expenditure, working capital requirement and
the operating expenses of the Relevant Parties for a
period of the next six months. The actual expenses or
requirements of the Relevant Parties for the relevant
two (2) semi-annual periods in a particular financial
year shall not in aggregate exceed such items or
requirements as set out in the Annual Budget by
more than ten percent (10%) for that financial year.
For the avoidance of doubt, the first Semi-Annual
Budget to be provided prior to the first issue date of
the Sukuk Wakalah ICP and/or Sukuk Wakalah IMTN
shall be for such period until the end of each Relevant
Party’s financial year of that year.
(B) Name of account:

Issuer Operating Account (“Issuer OA”)

Issuer

account:
any Dissolution Event: Issuer


Signatories prior to any Dissolution Event: Issuer

Security Agent
Sources of funds:
Any transfer from the Issuer CA in accordance with
the Semi-Annual Budget.
(i) For the payment of taxes, stamp duties and other
regulatory and statutory payments of the Issuer;
and
(ii) For the operating expenses of the Issuer in

accordance with the Semi-Annual Budget.
40
(C) Name of account:
Finance Service Reserve Account (“FSRA”)

Issuer

account:


Agent

Security Agent
Sources of funds:
The following shall be deposited into the FSRA:
(i) on the first issue date of the Sukuk Wakalah

IMTN and from the proceeds of the first issuance
of the Sukuk Wakalah IMTN, the relevant initial
FSRA Minimum Required Balance;
(ii) throughout the tenure of the Sukuk Wakalah

IMTN, any amounts transferred from the Issuer
CA to fund the FSRA Minimum Required
Balance; and
(iii) an amount determined by the PA/LA to be

sufficient to meet the stamp duty obligations of
the Guarantors.
The “FSRA Minimum Required Balance” is equal to

the next six (6) months’ projected finance service
(consisting of nominal value and Expected Periodic
Distribution Amount (if applicable)) due under the
Sukuk Wakalah IMTN.
The FSRA Minimum Required Balance shall be

maintained at all times commencing from the issue
date of the relevant Sukuk Wakalah IMTN.
In the event the credit balance in the FSRA is less

than the FSRA Minimum Required Balance, the
Issuer shall top up such funds within thirty (30) days
from the date of the occurrence of such shortfall so as
to maintain the then prevailing FSRA Minimum
Required Balance in the FSRA.
41
Utilisation of funds
(a) Funds from the FSRA may be withdrawn to pay

the (i) Expected Periodic Distribution Amount
and/or (ii) nominal value of the Sukuk Wakalah
IMTN due and payable only upon the occurrence
of a Dissolution Event.
In the event the balance in the FSRA exceeds

the FSRA Minimum Required Balance, such
difference between the balance in FSRA and the
FSRA Minimum Required Balance may be
transferred to the Issuer CA.
(b) For the payment of stamp duties of the

Guarantors (if any).
(D) Name of account

Guarantor Collection Account (“Guarantor CA”)
Parties responsible for opening the account

Guarantor

account

Signatories to the account

Agent

Security Agent
Sources of funds:
The following shall be deposited into the Guarantor
CA:
(i) all revenue/proceeds from the License

Agreements;
(ii) all income, revenue, cash inflow and payment

received by each Guarantor; and
(iii) any proceeds of insurance/takaful claims

received by such Guarantor pursuant to the
License Agreements.
The credit balance from the Guarantor CA shall be
transferred to the Issuer CA daily.
42
(E) Name of account
Guarantor Operating Account (“Guarantor OA”)

Guarantor

account
any Dissolution Event: Guarantor


Signatories prior to any Dissolution Event: Guarantor

Security Agent
Sources of funds:
Transfer from the Issuer CA.
(i) For the Guarantor’s taxes, stamp duties, other
regulatory and statutory payments, capital
operating expenses of the Guarantor in
accordance with the Semi-Annual Budget; and
(ii) For payment of the repair/restoration cost of the

relevant assets from the proceeds of
insurance/takaful claims received by such
Guarantor pursuant to the License Agreements.
Additional Notes:
The Issuer shall open the following Shariah-compliant

designated accounts:
(1) Issuer CA;

(2) Issuer OA; and
(3) FSRA.
Each Guarantor shall open the following Shariah-

compliant designated accounts:
(1) Guarantor CA; and

(2) Guarantor OA.
The Issuer CA, the Issuer OA, the FSRA, each

Guarantor CA and each Guarantor OA shall
collectively be referred to as the “Designated
Accounts” and each a “Designated Account”.
43
Funds held in each Designated Account can be
invested in Permitted Investments subject to the
Permitted Investment provision.
21. Name of credit rating : Not rated.

agency, credit rating (state
whether final or indicative)
and amount rated, if
applicable
22. Conditions precedent : To include but not limited to the following (all have to
be in form and substance acceptable to the PA/LA):
(1) Main Documentation
(a) all relevant Transaction Documents (other

than those Security Documents in relation to
the security secured under the Existing
Facilities) have been executed, endorsed as
exempted from stamp duty or presented for
registration where applicable;
(b) all relevant notices of assignment,

consent from the counterparties in connection
with the Security Documents (other than
those Security Documents in relation to the
security secured under the Existing Facilities)
shall have been made or received as the
case may be; and
(c) receipt from the Relevant Party, certified true

copies of all subsisting License Agreements
and any other supplemental documentation in
relation thereto.
(2) Relevant Party
(a) certified true copies of the Certificate of

Incorporation and the Constitution, of the
Relevant Party and Touch Group Holdings
Sdn Bhd;
(b) certified true copies of the latest Return for

Allotment of Shares, Notification for Change
in the Registered Address, and Notification of
Change in the Register of Directors,
Managers and Secretaries of the Relevant
Party and Touch Group Holdings Sdn Bhd (or
their equivalent);
44
(c) certified true copy of a board resolution of the
Sdn Bhd authorising, among others, the
execution of the Transaction Documents;
(d) a list of the Relevant Party’s and Touch

Group Holdings Sdn Bhd’s authorised
signatories and their respective specimen
signatures;
(e) a report of the relevant company search of

the Relevant Party and Touch Group
Holdings Sdn Bhd;
(f) a report of the relevant winding-up search of

Holdings Sdn Bhd; and
(g) receipt of executed letters of undertaking from

TMSM’s minority shareholders for the waiver
of their rights pursuant to requirements set
out under Articles 24 and 25 of the
Constitution of TMSM and Article IX (Transfer
of Shares) of the Shareholder’s Agreement.
(3) General
(a) acknowledgement from the SC on the

lodgement made in respect of the IMTN
Programme under the LOLA Guidelines and,
where applicable, approval from other
regulatory authorities in connection with the
IMTN Programme;
(b) satisfactory evidence that the Sukuk Trustees'

Reimbursement Account - IMTN and each
Designated Account has been opened in
accordance with the Transaction Documents;
(c) evidence that the prescribed forms (as

prescribed under the Companies Act 2016),
where applicable, in respect of the charges
created pursuant to the relevant Security
Documents (other than those Security
Documents in relation to the security secured
under the Existing Facilities) (for the purpose
of registration of such charges with the CCM
in accordance with the Companies Act 2016)
have been duly lodged with the CCM;
45
(d) the PA/LA has received from their Solicitor a
satisfactory legal opinion addressed to them,
advising with respect to, among others, the
legality, validity and enforceability of the
Transaction Documents and a confirmation
that all the conditions precedent have been
fulfilled or otherwise waived;
(e) evidence that all fees, costs and expenses in

relation to the IMTN Programme have been
paid or will be paid in full;
(f) receipt of redemption statement(s),

undertaking and consent, if applicable, from
the facility agent of the Existing Facilities
which shall include an undertaking to forward
the original security documents and the duly
executed discharge of charge documents to
the Security Agent upon receipt of the
redemption sum for the Existing Facilities;
(g) confirmation from the Shariah Adviser that the

structure, mechanism and the Transaction
Documents of the IMTN Programme are in
compliance with Shariah;
(h) documentary evidence that a legal due

diligence in relation to the IMTN Programme
has been undertaken and conducted to the
satisfaction of the PA/LA; and
(i) such other conditions precedent to be

advised by the Solicitor and mutually agreed
between the PA/LA and the Relevant Parties.
Conditions Subsequent:
The Issuer shall and shall ensure that the following

Conditions Subsequent are provided to the PA/LA’s
satisfaction within the time frame as may be
mutually agreed between the Issuer and the
PA/LA:-
(a) receipt by the Security Agent of all the

relevant documents necessary to effect a
release and reassignment of the relevant
security created by the Relevant Party under
the Existing Facilities;
(b) the Security Documents in relation to the

security secured under the Existing Facilities
have been executed and endorsed as
exempted from stamp duty;
46
(c) the power of attorney clauses contained in
the Security Documents in relation to the
security secured under the Existing Facilities
shall have been duly presented for
registration at the High Court of Malaya,
Kuala Lumpur;
(d) evidence that the prescribed forms (as

Documents in relation to the security secured
under the Existing Facilities (for the purpose
of registration of such charges with the CCM
in accordance with the Companies Act 2016)
have been duly lodged with the CCM;
(e) all relevant notices of charge to the Relevant

Parties and acknowledgments by the
Relevant Parties in connection with the
Charge of Shares shall have been made or
received, as the case may be;
(f) all relevant notices of assignment,

consent from the counterparties in connection
with the Assignment of License Agreements,
Assignment of Insurance/Takaful shall have
been made or received, as the case may be;
(g) satisfactory evidence that the Relevant

Parties have renewed the expired License
Agreements, if any;
(h) satisfactory evidence that the Relevant

Parties have received relevant the local
authorities’ approval for its respective
sites/structures, where applicable;
(i) satisfactory evidence that the Relevant

Parties have renewed/ entered the tenancy
agreements for the occupation of its
respective sites;
(j) the PA/LA have received from their Solicitor a

confirmation addressed to the PA/LA that all
the conditions subsequent have been fulfilled;
and
(k) such other conditions subsequent to be

47
Conditions precedent prior to each issuance:
Including but not limited to the following:
(a) confirmation from the Relevant Parties that all

relevant representation and warranties
remain true and correct and it is in
compliance with all covenants under the
(b) no Dissolution Event or Potential Dissolution

Event has occurred, is continuing or would
occur;
(c) where applicable, receipt of satisfactory

documentary evidence should the proceeds
of the Sukuk Wakalah IMTN issuance be
utilised for capital expenditure and/or
refinancing of financings/borrowings; and
(d) such other conditions precedent to be

Conditions precedent prior to each issuance other

than the first issuance
(a) a written confirmation from the Issuer that the

Financial Covenants as computed by its
external auditors will not be breached as a
result of an issuance;
(b) receipt of satisfactory documentary evidence

with regards to lease, access and license
fibre optic cable lease agreements and/or
other agreements on the rental, licensing or
leasing of telecommunication infrastructures
and fibre optic network bandwidth including
any authorised work order, amended
authorised work order, variation order, site
rental offer or site lease offer issued pursuant
to such lease, access and license
agreement(s), telecommunication site
operational and maintenance support
services agreements and any other
agreements or supplementals to be entered
into pursuant to the abovementioned
agreements that have been entered into
subsequent to the first issuance under the
IMTN Programme (“Subsequent License
Agreements”); and
48
(c) such other conditions precedent to be
23. Representations and : Representations and warranties by each of the

warranties Relevant Party include inter alia, the following:
(1) the Relevant Party is a company with limited

liability duly incorporated and validly existing
under the laws of Malaysia, has full power to
carry on its business and to own its property and
assets, and has full beneficial ownership of all its
property and assets;
(2) the Constitution of the Relevant Party

incorporate provisions which authorise, and all
necessary corporate and other relevant actions
have been taken to authorise, and all relevant
consents and approvals of any administrative,
governmental or other authority or body in
Malaysia have been duly obtained and are in full
force and effect which are required to authorise,
the Relevant Party to execute and deliver and
perform the transactions contemplated in the
Transaction Documents and the License
Agreements in accordance with their terms save
and except for any consent or approvals which if
not obtained would not constitute a Material
Adverse Effect;
(3) neither the execution and delivery of any of the

Agreements nor the performance of any of the
transactions contemplated by the Transaction
Documents and the License Agreements did or
does as at the date this representation and
warranty is made or repeated (a) contravene or
constitute a default under any provision
contained in any agreement, instrument, law,
ordinance, decree, judgment, order, rule,
regulation, licence, permit or consent by which
the Relevant Party or any of its assets is bound
or which is applicable to the Relevant Party or
any of its assets, (b) cause any limitation on the
Relevant Party or the powers of its directors,
whether imposed by or contained in its
Constitution or in any agreement, instrument,
law, ordinance, decree, order, rule, regulation,
judgment or otherwise, to be exceeded, or (c)
cause the creation or imposition of any security
interest or restriction of any nature on any of the
Relevant Party’s assets, other than those
security contemplated under these terms and
conditions;
49
(4) each of the Transaction Documents and the
License Agreements is or will when executed
and/or issued, as the case may be, be in full
force and effect and constitutes, or will when
executed or issued, as the case may be,
constitute, valid and legally binding obligations
of the Relevant Party enforceable in accordance
with its terms;
(5) save for those contemplated under the section

entitled “Conditions Precedent” and the
Conditions Subsequent, no other registration,
recording, filing or notarisation of the
Transaction Documents and no payment of any
duty or tax and no other action whatsoever is
necessary or desirable, to ensure the validity or
enforceability in Malaysia of the liabilities and
obligations of the Relevant Party or the rights of
the Sukukholders under the Transaction
Documents in accordance with their terms or to
ensure the admissibility in evidence in Malaysia
of the Transaction Documents;
(6) the audited consolidated financial statements

(including the income statements and balance
sheets) of the Relevant Party are prepared in
accordance with approved accounting standards
in Malaysia and give a true and fair view of the
results of its operations for that year and the
state of its affairs at that date (and in particular
disclose all of its liabilities (actual or
contingent));
(7) there has been no material adverse change in

the condition of the Relevant Party since its last
audited consolidated financial statements;
(8) there is no litigation, arbitration, winding-up or

administrative proceeding or any other
proceeding or claim which is presently in
progress or pending involving the Relevant Party
or to the best of the Relevant Party’s knowledge,
threatened against the Relevant Party or any of
its assets;
(9) the Relevant Party is in compliance with all

applicable laws, guidelines, permits and
and/or the directive, written notices, circulars or
guidelines issued by the SC from time to time
affecting the IMTN Programme;
50
(10) the information furnished by it in connection with
the IMTN Programme, the Information
Memorandum and the Transaction Documents
does not contain any false or misleading
statement or any material omission and any
opinion contained therein were honestly made
on reasonable grounds after its due and careful
enquiry;
(11) no Dissolution Event or Potential Dissolution

Event has occurred and is continuing;
(12) (i) any License Agreement which is delivered to

the Security Agent or the Sukuk Trustee is true
and complete; (ii) there is no dispute in
connection with any of the License Agreement;
and
(13) such other representations and warranties as

may be advised by the Solicitor and mutually
agreed between the PA/LA and the Issuer.
24. Events of default or : To include but not limited to the following, each a
enforcement events, where “Dissolution Event”:
applicable, including
recourse available to (1) the Issuer or any of the Relevant Party fails to
investors pay any amount due from it under any of the
Transaction Documents on the due date or, if so
payable, on demand;
(2) any representation or warranty made or given by

the Relevant Party under the Transaction
Documents or which is contained in any
certificate, document or statement furnished at
any time pursuant to the terms of the IMTN
Programme and/or any of the Transaction
Documents proves to have been incorrect or
misleading in any material respect on or as of
the date made or given or deemed made or
given, and in the case of a failure which in the
opinion of the Sukuk Trustee is capable of being
remedied, the Relevant Party does not remedy
the failure within a period of seven (7) days after
the Relevant Party became aware or having
been notified by the Sukuk Trustee or the
Security Agent of the failure, whichever is
earlier;
51
(3) the Relevant Party fails to observe or perform its
obligations under any of the Transaction
Documents or the IMTN Programme or under
any undertaking or arrangement entered into in
connection therewith other than an obligation of
the type referred to in paragraph (1) above, and
in the case of a failure which in the opinion of
the Sukuk Trustee is capable of being remedied,
Relevant Party does not remedy the failure
within a period of seven (7) days after the
Relevant Party became aware or having been
notified by the Sukuk Trustee or the Security
Agent of the failure, whichever is earlier;
(4) there has been a breach by the Relevant Party

of any obligation under any of the Relevant
Party’s existing contractual obligations which
may materially and adversely affect the Relevant
Party’s ability to perform its obligations under the
Transaction Documents and, if in the opinion of
the Relevant Party does not remedy the breach
Agent of the breach, whichever is earlier;
(5) any indebtedness for borrowed moneys

(including any conventional or Shariah-compliant
financial arrangements) of the Relevant Party
becomes due or payable or capable of being
declared due or payable prior to its stated
maturity or any guarantee or similar obligations
of the Relevant Party is not discharged at
maturity or when called and such declaration of
indebtedness being due or payable or such call
on the guarantee or similar obligations is not
discharged or disputed in good faith by the
Relevant Party in a court of competent
jurisdiction within thirty (30) days from the date
of such declaration or call, or the Relevant Party
goes into default under, or commits a breach of,
any agreement or instrument relating to any
such indebtedness, guarantee or other
obligations, or any security created to secure
such indebtedness becomes enforceable;
52
(6) an encumbrancer takes possession of, or a
trustee, receiver, receiver and manager, judicial
manager or similar officer is appointed in respect
of the whole or substantial part of the business
or assets of the Relevant Party, or distress, legal
process, sequestration or any form of execution
is levied or enforced or sued out against the
Relevant Party or any security interest which
may for the time being affect any of its assets
becomes enforceable;
(7) the Relevant Party fails to satisfy any judgement

passed against it by any court of competent
jurisdiction and no appeal against such
judgement or no application for a stay of
execution has been made to any appropriate
appellate court within the time prescribed by law
or such appeal or application for a stay of
execution has been dismissed;
(8) any step is taken for the winding up, dissolution

or liquidation of the Relevant Party or a
resolution is passed for the winding up of the
Relevant Party or a petition for winding up is
presented against the Relevant Party and the
Relevant Party has not taken any action in good
faith to set aside such petition within thirty (30)
days from the date of service of such winding up
petition or a winding up order has been made
against the Relevant Party;
(9) the Relevant Party convenes a meeting of its

creditors or proposes or makes any
arrangement including any scheme of
arrangement or composition or begins
negotiations with its creditors, or takes any
proceedings or other steps, with a view to a
rescheduling or deferral of all or any part of its
indebtedness or a moratorium is agreed or
declared by a court of competent jurisdiction in
respect of or affecting all or any part of its
indebtedness or any assignment for the benefit
of its creditors or an application is made for the
judicial management of the Relevant Party
(other than for the purposes of and followed by a
reconstruction previously approved in writing by
the Sukuk Trustee, unless during or following
such reconstruction the Relevant Party becomes
or is declared to be insolvent) or where a
scheme of arrangement under section 366 of the
Companies Act 2016 has been instituted against
the Relevant Party;
53
(10) where there is a revocation, withholding,
invalidation or modification of any license,
permit, authorisation, approval or consent which
may impairs or prejudices the ability of the
Relevant Party to comply with the Transaction
Documents and/or the License Agreements;
(11) the Relevant Party is deemed unable to pay any

of its debts or becomes unable to pay any of its
debts as they fall due or suspend or threaten to
suspend making payments with respect to all or
any class of its debts;
(12) any creditor of the Relevant Party exercises a

contractual right to take over the financial
management of the Relevant Party;
(13) the Relevant Party changes or threatens to

change the nature or scope of a substantial part
its business, or suspends or threatens to
suspend or cease or threatens to cease the
operation of a substantial part of its business
which it now conducts directly or indirectly;
(14) at any time:

(a) any of the provisions of the Transaction
Documents or present and future project
management agreements, fibre optic cable
lease agreements and/or other agreements
on the rental, licensing or leasing of fibre
optic network bandwidth or
telecommunication site operational and
maintenance support services agreements
and any other agreements or
supplementals to be entered into pursuant
to the abovementioned agreements,
becomes illegal, void, voidable or
unenforceable; or
(b) any present and future lease, access and

license agreement(s) with
telecommunication companies, and/or other
agreements on the rental, licensing or
leasing of telecommunication infrastructures
including any authorised work order,
amended authorised work order, variation
order, site rental offer or site lease offer
issued pursuant to such lease, access and
license agreement(s) and any other
agreements or supplementals to be entered
into pursuant to the abovementioned
agreements is or becomes illegal, void or
voidable;
54
(15) the Relevant Party repudiates any of the
Transaction Documents or License Agreement
or the Relevant Party does or causes to be done
or omits to do any act or thing evidencing an
intention to repudiate any of the Transaction
Documents or License Agreement;
(16) any of the assets, undertakings, rights or

revenue of the Relevant Party are seized,
nationalised, expropriated or compulsorily
acquired by or under the authority of any
governmental body;
(17) the Relevant Party ceases to be the sole, lawful

and beneficial owner of, or to have good title to,
all or any part of its assets or ceases to be the
sole party entitled to the revenues generated
under the License Agreement, except as
allowed under the Transaction Documents;
(18) any Security Document or any of the Corporate

Guarantee(s) ceases to be in full force and
effect or ceases to be effective to create the
security interest or to provide the priority of
security purported to be created thereunder; or
for whatever reason, any of the security interest
created under any Security Document cannot be
perfected or is in jeopardy or rendered invalid or
defective in any way;
(19) the Issuer fails to maintain the FSRA Minimum

Required Balance in accordance with these
terms and conditions;
(20) any event or events has or have occurred or a

situation exists which in the opinion of the Sukuk
Trustee may have a Material Adverse Effect on
the Relevant Party, and in the case of the
occurrence of such event or situation which in
the opinion of the Sukuk Trustee is capable of
being remedied, the Relevant Party does not
remedy it within a period of seven (7) days after
been notified by the Sukuk Trustee and/or the
Security Agent the event or situation;
(21) at any time, any license granted by the

Malaysian Communications and Multimedia
Commission to any Relevant Party is withdrawn,
revoked or suspended for any reason
whatsoever; and
(22) such other event as may be advised by the

Solicitor and mutually agreed between the
PA/LA and the Issuer.
55
For the purpose of these terms and conditions,
references to “substantial” shall mean such value
equivalent to or more than five percent (5%) of the
TMS Group’s net tangible assets as reflected in the
latest annual audited consolidated financial
statements of TMS.
Upon the occurrence of a Dissolution Event, the

Sukuk Trustee may or shall (upon the instruction of
the Sukukholders by way of special resolutions),
declare that a Dissolution Event has occurred and all
sums payable by the Issuer under the outstanding
Sukuk Wakalah IMTN shall become immediately due
and payable in full.
The Sukuk Trustee shall exercise its rights under the

Transaction Documents, including requiring:
(a) the Obligor to purchase the Sukukholders’

interest in the Shariah-compliant Business at the
Exercise Price and enter into a sale agreement
for such purchase; and
(b) the Issuer (in its capacity as Purchaser) to pay

the outstanding amounts of the Deferred Sale
Price (subject to the Ibra’, if applicable);
and the Sukuk Trustee shall use the aggregate

proceeds thereof i.e. the Exercise Price, the Deferred
Sale Price and any returns generated from the
Wakalah Portfolio to redeem the Sukuk Wakalah
IMTN.

declaration of a Dissolution Event under the IMTN
Programme.
25. Governing laws : Laws of Malaysia.
26. Provisions on buy-back, if : The Issuer and its subsidiaries or its agent may at any
applicable time purchase the Sukuk Wakalah IMTN in the open
market at any price, but the Sukuk Wakalah IMTN
repurchased by the Issuer and its subsidiaries or its
agent shall be cancelled and cannot be resold.
27. Provisions on early : No provision for early redemption

redemption, if applicable
56
28. Voting : Voting by the Sukukholders under the IMTN
Programme shall be carried out as follows:
Prior to upsizing of the IMTN Programme:

All matters (save in relation to the upsizing of the
IMTN Programme) which require the Sukukholders’
consent under the IMTN Programme shall be carried
out on a collective basis.
Post upsizing of the IMTN Programme:

All matters which require the Sukukholders’ consent
under the IMTN Programme shall be carried out on a
per Series basis. Sukukholders holding a requisite
amount under each Series (to be determined under
the Trust Deed) shall provide their consent for the
relevant matters to be passed under the IMTN
Programme and the consent from Sukukholders of all
outstanding Series shall have been obtained for any
such resolution to be carried.
Any Sukuk Wakalah IMTN held by the Issuer or any

Interested Persons of the Issuer shall not be counted
for the purpose of voting, subject to any exceptions
set out in the Trust Deeds Guidelines.
“Series” shall mean such Sukuk Wakalah IMTN with

the same issue date.
29. Permitted investments, if : Permitted Investments shall include Shariah-

applicable compliant investment products approved by the SAC
of the SC and/or BNM’s Shariah Advisory Council.
Permitted Investments are as follows:
(i) Islamic accounts or deposits under Shariah

principles with licensed financial institutions;
(ii) Islamic banker acceptances, Islamic bills, Islamic

money market instruments issued by licensed
financial institutions with a short-term rating of P1
or MARC-1 and a minimum long-term rating of
AA3 or AA- or their equivalent;
(iii) Islamic money market funds which are approved

by the SC;
(iv) Islamic principal guaranteed structured

investments approved by BNM and issued by
licensed financial institutions with a short-term
rating of P1 or MARC-1 and a minimum long-term
rating of AA3 or AA- or its equivalent or their local
or foreign equivalents;
(v) Islamic treasury bills, Islamic money market

instruments, and sukuk issued by BNM or the
Government of Malaysia; and
57
(vi) sukuk issued by corporations, financial
institutions, or guaranteed by licensed financial
institutions with a short-term rating of P1 or
MARC-1 and a minimum long-term rating of AA3
or AA- or their equivalent.
Such funds utilised for Permitted Investments shall

not be held for trading and shall be remitted to the
relevant Designated Accounts, no later than three (3)
business days prior to the dates when such monies
will be needed to meet any payment obligations of the
Issuer when due and payable. The Permitted
Investments shall be denominated in Ringgit
Malaysia.
30. Ta’widh : In the event the Wakeel breaches its fiduciary duty as
an investment manager due to its failure to distribute
any Expected Periodic Distribution Amount or the
Expected One-off Distribution Amount (as the case
may be) and/or due to any delays in the payment of
the Exercise Price and/or the Deferred Sale Price by
the Obligor/Purchaser, the Wakeel and/or the
Obligor/Purchaser shall pay the Sukukholders
Ta`widh (compensation) on such failure at an amount
based on the rate and manner as prescribed by the
SAC of SC from time to time.
31. Ibra : An Ibra’, where applicable, shall be granted by the

Sukukholders. The Sukukholders in subscribing to or
purchasing the Sukuk Wakalah IMTN consent to grant
an Ibra’ on the Deferred Sale Price, if the Sukuk
Wakalah IMTN are redeemed before the Maturity
Date, upon the declaration of a Dissolution Event or in
respect of Sukuk Wakalah IMTN issued on floating
rate basis, if the effective rate is lower than the
maximum rate.
Ibra’ refers to an act of releasing absolutely or

conditionally the Sukukholders’ rights and claims on
any obligation against the Issuer which would result in
the latter being discharged of its obligations or
liabilities towards the former. The release may be
either partial or in full. With respect to the Murabahah
contract, Ibra’ refers to the release of rights on
debts/amount due and payable under the said
contract.
Ibra’ upon the declaration of a Dissolution Event shall

be calculated as follows:
58
(i) in the case of Sukuk Wakalah IMTN with Periodic
Distributions and issued at a discount:
The aggregate unearned Expected Periodic

Distribution Amount;
(ii) in the case of Sukuk Wakalah IMTN without

Periodic Distributions and issued at a discount:
The unearned Expected One-Off Distribution

Amount;
(iii) in the case of Sukuk Wakalah IMTN with Periodic

Distributions and issued at par:

The Ibra’ in relation to (i), (ii) and (iii) above, shall be

calculated from the date of the declaration of a
Dissolution Event up to the Sukuk Wakalah IMTN’s
respective Maturity Date.
The Ibra’ for early redemption before the Maturity

Date (if applicable) shall be agreed prior to such early
redemption.
The Ibra’ in respect of Sukuk Wakalah IMTN issued

on floating rate basis, if the effective rate is lower than
the maximum rate shall be an amount equivalent to
the difference, if any, between the Expected Periodic
Distribution Amount calculated based on the
maximum rate and Expected Periodic Distribution
Amount calculated based on the effective rate.
For the avoidance of doubt, any double counting shall

be disregarded and the Ibra’ will be deemed granted
upon such redemption of the Sukuk Wakalah IMTN.
32. Kafalah : Each of the Guarantors pursuant to the Corporate

Guarantee shall jointly and severally guarantee all
obligations of Touch Mobile Sdn Bhd (in its capacity
as the Purchaser and the Obligor) to pay the Deferred
Sale Price and Exercise Price up to an amount
equivalent to the aggregate of the nominal value or
accreted value of the Sukuk Wakalah IMTN (as the
case may be) and the accrued but unpaid Expected
Periodic Distribution Amount.
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33. Other terms and conditions
(1) Utilisation of proceeds : The proceeds from the issuance of the Sukuk
Wakalah IMTN shall be utilised for the following
Shariah-compliant purposes:
(i) the TMS Group’s capital expenditure

requirement including reimbursements in
relation to the capital expenditure paid in
advance;
(ii) the TMS Group’s investments including

acquisition of existing telecommunication
facilities providers;
(iii) the TMS Group’s working capital requirements;
(iv) refinancing of TMS Group’s

financings/borrowings which include refinancing
of maturing Sukuk Wakalah ICPs and/or Sukuk
Wakalah IMTN;
(v) the TMS Group’s operating expenses;
(vi) the initial FSRA Minimum Required Balance (as

defined in item (l) (Details of designated
accounts)) and the required deposit amount into
the Sukuk Trustees’ Reimbursement Account -
IMTN; and
(vii) fees, cost and expenses payable under the

IMTN Programme.
(2) Status : The Sukuk Wakalah IMTN, pursuant to the relevant

Transaction Documents, will constitute direct,
unconditional and secured obligations of the Issuer
and at all times rank pari passu in all respects
amongst themselves and at least pari passu with the
claims of all the Issuer’s unsecured and
unsubordinated creditors, except for obligations
mandatorily preferred by law generally and the
Transaction Documents.
(3) Periodic Distribution : The Sukuk Wakalah IMTN may be issued with or
Rate without Periodic Distributions.
The periodic distribution rate for each of the Sukuk

Wakalah IMTN with Periodic Distributions (“Periodic
Distribution Rate”) shall be a fixed or float rate and
shall be determined prior to each issuance of the
Sukuk Wakalah IMTN.
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The “Expected Periodic Distribution Amount” on
any relevant Periodic Distribution Date is calculated at
the Periodic Distribution Rate on the nominal value of
the relevant tranche of the Sukuk Wakalah IMTN
based on the Periodic Distribution Basis (as defined
below).
(4) Periodic Distribution : For Sukuk Wakalah IMTN with Periodic Distributions,
Frequency the Issuer shall pay the Periodic Distribution on semi-
annual basis or such other period of frequency to be
mutually agreed between the Issuer and the LM prior
to each issuance of the Sukuk Wakalah IMTN.
(5) Periodic Distribution : Actual/365 days.

Basis
(6) Form and : Form

denomination
The Sukuk Wakalah IMTN shall be issued in
accordance with the:
(1) Operational Procedures for Securities Services

and Operational Procedures for Ringgit
Settlement in the Real Time Electronic Transfer
of Funds and Securities System issued by
PayNet or its successor-in-title or successor in
such capacity ("PayNet Procedures"); and
(2) Participation and Operation Rules for Payment

and Securities Services issued by PayNet or its
successor-in-title or successor in such capacity
("PayNet Rules") (Paynet Procedures and
Paynet Rules are collectively referred to as
"PayNet Procedures and Rules" as amended
and/or substituted from time to time).
Each tranche of the Sukuk Wakalah IMTN shall be

represented by a global certificate to be deposited
with BNM, and is exchanged for definite bearer form
only in certain limited circumstances.
Denomination
The denomination of the Sukuk Wakalah IMTN shall

be Ringgit Malaysia One Million (RM1,000,000.00) or
in multiples of Ringgit Malaysia One Million
(RM1,000,000.00) at the time of issuance.
(7) Issue Price : The Sukuk Wakalah IMTN may be issued at par or at a
discount to the nominal value and shall be determined
by the Issuer prior to each issuance of the Sukuk
Wakalah IMTN. The issue price shall be calculated in
accordance with Paynet Procedures and Rules.
61
(8) Trust asset : The Trust Assets shall comprise:
(i) the Sukuk Proceeds;

(ii) the Wakalah Portfolio (which shall comprise the
Shariah-compliant Business and the Commodity
Murabahah Investment); and
(iii) the rights, title, interest, entitlement and benefit
in, to and under the Transaction Documents.
(9) Taxation : All payments by each Relevant Party shall be made

without withholding or deductions for or on account of
any present or future tax, duty or charge of whatsoever
nature imposed or levied by or on behalf of Malaysia, or
any other applicable jurisdictions, or any authority
thereof or therein having power to tax, unless such
withholding or deduction is required by law, in which
event the Relevant Party shall be required to make
such additional amount so that the payee would receive
the full amount which the payee would have received if
no such withholding or deductions are made.
(10) Sukuk Trustees’ : The Issuer shall open and maintain an Islamic
Reimbursement account designated as “Sukuk Trustees’
Account Reimbursement Account - IMTN” (“Sukuk Trustees’
Reimbursement Account - IMTN”) in which a sum of
RM30,000.00 (“Sukuk Trustee Reimbursement
Account Deposit”) shall be deposited therein. The
Sukuk Trustees’ Reimbursement Account - IMTN
shall be operated by the Sukuk Trustee and the
monies shall only be used strictly by the Sukuk
Trustee in carrying out its duties in relation to the
occurrence of a Dissolution Event as provided in the
Trust Deed. The Sukuk Trustee Reimbursement
Account Deposit in the Sukuk Trustees’
Reimbursement Account - IMTN shall be maintained
at all times as long as there is any amount
outstanding under the IMTN Programme.
The Sukuk Trustee Reimbursement Account Deposit

may be invested in Permitted Investments, with profit
from the investment to accrue to the Issuer. The
Sukuk Trustee Reimbursement Account Deposit shall
be returned to the Issuer upon full redemption of the
Sukuk Wakalah IMTN provided there is no Dissolution
Event.
62
(11) Transaction : The Transaction Documents shall include the
Documents following:
(1) the Programme Agreement;

(2) the Trust Deed;
(3) the Securities Lodgement Form;
(4) the Subscription Agreement(s);
(5) the Security Documents;
(6) the Corporate Guarantee;
(7) the relevant Islamic documents; and
(8) such other agreements as may be advised by
the Solicitor.
(12) Issue Tenure The tenure of each Sukuk Wakalah IMTN to be

issued under the IMTN Programme shall be more
than one (1) year and up to twenty (20) years as the
Issuer may elect, provided that the relevant Sukuk
Wakalah IMTN mature on or prior to the expiry of the
IMTN Programme.
63
PART II: PRINCIPAL TERMS AND CONDITIONS RELATING TO THE ICP PROGRAMME
1. Name of facility : An Islamic commercial papers (“Sukuk Wakalah

ICP”) programme of RM50.0 million in nominal value
based on the Shariah principle of Wakalah Bi Al-
Istithmar (“ICP Programme”), which is one of the
Shariah principles and concepts approved by the
Shariah Advisory Council of the SC (“SAC”).
2. One-time issue or : Programme

programme
3. Shariah Principles (for : Wakalah Bi Al-Istithmar.

sukuk)
4. Facility description (for : 1. Pursuant to a Wakalah agreement entered into

ringgit-denominated sukuk, between the Sukuk Trustee (acting on behalf of
to provide description as the investors (“Sukukholders”)) and Touch
cleared by the SC) Mobile Sdn Bhd, as the issuer (the “Issuer”)
(“Wakalah Agreement”) in relation to the ICP
Programme, Touch Mobile Sdn Bhd shall be
appointed as an agent of the Sukukholders
(“Wakeel”) to perform services which include
investing the issue proceeds (“Sukuk
Proceeds”) in the relevant Shariah-compliant
Wakalah portfolio (“Wakalah Portfolio”) and
management of the Wakalah Portfolio, in
accordance with the Wakalah Agreement. Each
Wakalah Portfolio shall comprise a combination
of investment in the following:
I. the telecommunication business of TMS

Group (as defined in the section entitled
“Negative Covenant”) (“Shariah-compliant
Business”), which shall represent the
Sukukholders’ interest in the Shariah-
compliant Business; and
II. Shariah-compliant commodities which shall

include but not limited to crude palm oil or
such other acceptable commodities (excluding
ribawi items in the category of medium of
exchange such as currency, gold and silver)
which are provided through the commodity
trading platform, Bursa Suq Al-Sila’ or such
other independent commodity trading
platforms as approved by the Shariah Adviser
which will be identified from time to time, at or
around the time of issuance of the Sukuk
Wakalah ICP (“Commodities”) (to be sold to
TMSB as purchaser (“Purchaser”))
(“Commodity Murabahah Investment”).
64
2. The Wakeel shall declare a trust on the Trust
Assets (as defined in the section entitled “Other
terms and conditions –Trust asset") (including the
Sukuk Proceeds and the Wakalah Portfolio) for
the benefit of the Sukukholders. The Issuer shall,
from time to time, issue Sukuk Wakalah ICP to
the Sukukholders and the Sukukholders shall
subscribe to the Sukuk Wakalah ICP by paying
the Sukuk Proceeds. The relevant Sukuk
Wakalah ICP shall represent the Sukukholders’
undivided proportionate interest in the relevant
Wakalah Portfolio.
3. Pursuant to an investment agreement entered

into between the Wakeel and Touch Mobile Sdn
Bhd, as the investment manager (“Investment
Manager”) (“Investment Agreement”), the
Wakeel (on behalf the Sukukholders) shall utilise
at least 33% of the Sukuk Proceeds of the
relevant Sukuk Wakalah ICP for investment into
the Shariah-compliant Business via the
Investment Manager, subject to the valuation
principles set out in the Wakalah Agreement. The
Wakeel shall appoint the Investment Manager to
manage the Shariah-compliant Business for the
benefit of the Sukukholders.
For the avoidance of doubt, the above ratio of at

least 33% of the Sukuk Proceeds of the relevant
Sukuk Wakalah ICP is only applicable at the
point of initial investment for each tranche of the
Sukuk Wakalah ICP and does not need to be
maintained throughout the tenure of the relevant
Sukuk Wakalah ICP. However, the Wakeel shall
ensure that the Shariah-compliant Business shall
at all times be a component of the Wakalah
Portfolio.
4. The remaining proceeds of the Sukuk Wakalah

ICP shall be utilized by the Wakeel for the
Commodity Murabahah Investment. The
Commodity Murabahah Investment shall be
effected as follows:
a) Pursuant to the Commodity Murabahah

Investment Agreement entered into between
Touch Mobile Sdn Bhd as the Purchaser, the
Wakeel and the Sukuk Trustee, the Purchaser
shall issue a purchase order (“Purchase
Order”) to the Wakeel and the Sukuk Trustee
with an undertaking to purchase the
Commodities from the Wakeel at the Deferred
Sale Price (as defined below).
65
b) Pursuant to the Purchase Order, the Wakeel
shall purchase the Commodities on spot basis
from the commodity supplier (via a commodity
trading participant), at the commodity
purchase price equivalent to such remaining
Sukuk Proceeds of the relevant Sukuk
Wakalah ICP after investment into the
Shariah-compliant Business (“Commodity
Purchase Price”). The Commodity Purchase
Price shall comply with the SC’s SAC asset
pricing requirements as provided in the LOLA
Guidelines.
c) Upon acquiring the Commodities, the Wakeel

(on behalf of the Sukukholders) shall sell the
Commodities to the Purchaser for a sale price
equivalent to the Commodity Purchase Price
plus the profit margin payable on a deferred
basis (“Deferred Sale Price”). For the
avoidance of doubt, the Deferred Sale Price
shall be equal to the aggregate of the
Expected Periodic Distribution Amount (as
defined in the section entitled “Other terms
and conditions - Periodic Distribution Rate”) (if
any) and the nominal value of the relevant
Sukuk Wakalah ICP.
For avoidance of doubt, for any series of

Sukuk Wakalah ICP issued on floating rate
basis, the Expected Periodic Distribution
Amount for the Deferred Sale Price shall be
calculated at the maximum rate. If the
effective rate is higher than the maximum rate,
the Issuer shall be obliged to make Periodic
Distributions (as defined below) at the
maximum rate only.
d) The Purchaser shall, subsequently sell the

Commodities to the commodity buyer via a
commodity trading participant on spot basis
for an amount equal to the Commodity
Purchase Price.
5. The Wakeel shall distribute income generated

from the Wakalah Portfolio (“Income”) up to:
a) in respect of Sukuk Wakalah ICP with periodic

distribution (“Periodic Distribution”), the
Expected Periodic Distribution Amount to the
Sukukholders in the form of Periodic
Distributions on each periodic distribution date
(“Periodic Distribution Date”); or
66
b) in respect of Sukuk Wakalah ICP without
Periodic Distribution, the expected one-off
distribution amount which shall be equal to the
difference between the nominal value and the
Sukuk Proceeds of the Sukuk Wakalah ICP
(“Expected One-off Distribution Amount”),
to the Sukukholders in the form of a one-off
distribution upon the declaration of a
Dissolution Event (as set out in the section
entitled “Events of default or enforcement
events, where applicable, including recourse
available to investors”) or the maturity date of
the relevant Sukuk Wakalah ICP (”Maturity
Date”), whichever is earlier.
Any excess above the Expected Periodic

Distribution Amount or the Expected One-off
Distribution Amount, as the case may be, shall be
waived by the Sukukholders and retained by the
Wakeel as incentive fee.
6. Touch Mobile Sdn Bhd as the obligor (as

“Obligor”) shall issue a purchase undertaking
(“Purchase Undertaking”) in favour of the Sukuk
Trustee (acting on behalf of the Sukukholders),
under which the Obligor undertakes to purchase
the Sukukholders’ interest in the Shariah-
compliant Business from the Sukuk Trustee
(acting on behalf of the Sukukholders) upon: (i)
the declaration of a Dissolution Event or (ii) the
Maturity Date, whichever is earlier, at the market
value of the Shariah-compliant Business
(“Exercise Price”) and enter into a sale
agreement for such purchase.
7. Upon the declaration of a Dissolution Event or

upon the Maturity Date, the proceeds from the
Wakalah Portfolio made up of the Exercise Price,
outstanding Deferred Sale Price (subject to Ibra’)
and any returns generated shall be paid to the
Sukukholders to redeem the relevant Sukuk
Wakalah ICP. Any excess above the nominal
value or the accreted value (as the case may be)
and if applicable, any accrued but unpaid
Expected Periodic Distribution Amount of the
relevant Sukuk Wakalah ICP shall be waived by
the Sukukholders and retained by the Wakeel as
an incentive fee upon the full redemption of the
relevant Sukuk Wakalah ICP.
67
Upon the full payment of all amounts due and
payable under the relevant Sukuk Wakalah ICP,
the trust in respect of the relevant Wakalah
Portfolio will be dissolved and the relevant Sukuk
Wakalah ICP held by the Sukukholders will be
cancelled.
8. Each of the Guarantor(s), pursuant to an

unconditional and irrevocable corporate
guarantee (under the Shariah principle of
Kafalah) (“Corporate Guarantee”) shall jointly
and severally guarantee all obligations of Touch
Mobile Sdn Bhd (in its capacity as the Purchaser
and the Obligor) to pay the Deferred Sale Price
and the Exercise Price up to an amount
equivalent to the aggregate of the nominal value
or the accreted value of the Sukuk Wakalah ICP
(as the case may be) and the accrued but unpaid
Expected Periodic Distribution Amount. Each of
the Corporate Guarantee is payable on demand
and would be enforceable upon the declaration of
a Dissolution Event under the ICP Programme.
5. Currency : Ringgit
6. Expected : RM50,000,000.00
facility/programme size (for
programme, state option to Option to upsize: Yes.
upsize)
The Issuer shall have the option to upsize the ICP
Programme and for the avoidance of doubt, the
Sukukholders shall via the Trust Deed provide their
upfront consent for any upsizing of the ICP
Programme provided that:
(i) the Issuer shall obtain all required regulatory

approvals, if any;
(ii) the Issuer shall comply with the relevant
requirements under the LOLA Guidelines; and
(iii) such other terms and/or conditions as may be
advised by the Solicitor, if any.
7. Tenure of : 7 years from the date of first issuance under the ICP
facility/programme Programme.
8. Availability period of debt or : The Sukuk Wakalah ICP may be issued at any time
sukuk programme upon completion of documentation and fulfillment of
all conditions precedent to the satisfaction of the
PA/LA, unless waived by the PA/LA, provided that the
first issuance of the Sukuk Wakalah ICP shall be
issued within sixty (60) business days from the date
of lodgement with the SC.
9. Clearing & settlement : PayNet.

platform
68
10. Mode of issue : Book building, bought deal, direct placement, private
placement and/or tender.
11. Selling restrictions : (i) At Issuance

(iii) Part 1 of Schedule 7 of the CMSA;
(iv) Read together with Schedule 9 of the CMSA;
(v) Other:
The Sukuk Wakalah ICP may only be offered, sold,

for or purchase the Sukuk Wakalah ICP and to whom
the Sukuk Wakalah ICP are issued would fall within
Section 2(6) of the Companies Act, 2016 (as
Section 229(1)(b) and Part 1 of Schedule 7 or
(ii) After Issuance

(iii) Read together with Schedule 9 of the CMSA;
(iv) Other:
Selling Restrictions Thereafter
The Sukuk Wakalah ICP may only be offered, sold,

for or purchase the Sukuk Wakalah ICP and to whom
the Sukuk Wakalah ICP are issued would fall within
Section 2(6) of the Companies Act, 2016 (as
12. Tradability & transferability : Tradable & transferable.
Tradable & transferable amount: RM50,000,000.00
69
13. Details of security/collateral : The Sukuk Wakalah ICP issued under the ICP
pledged, if applicable Programme shall be secured against the following
securities which shall be shared with an Islamic
medium term notes (“Sukuk Wakalah IMTN”)
programme of up to RM500.0 million in nominal value
(“IMTN Programme”) (collectively, the IMTN
Programme and ICP Programme are to be referred to
as the “Sukuk Wakalah Programmes”) on a pari
passu basis in point of priority and security, subject to
a Security Sharing Agreement to be entered into
between amongst others, the Issuer, the Sukuk
Trustee and the Security Agent:
(a) a first ranking legal assignment and charge of

each Relevant Party’s (as defined in the section
entitled “Details of covenants – Positive
Covenants”) rights, interests, titles and benefits
under the present and future lease, access and
license agreement(s) with telecommunication
network bandwidth including any authorised
work order, amended authorised work order,
variation order, site rental offer or site lease offer
issued pursuant to such lease, access and
license agreement(s), telecommunication site
abovementioned agreements (collectively, the
“License Agreements”) (“Assignment of
License Agreements”);
(b) a first ranking legal assignment and charge over

the Designated Accounts (as defined in the
section entitled “Details of designated accounts,
if applicable”) and the credit balances therein
and a first ranking charge over the Permitted
Investments (as defined in the section entitled
“Permitted investments, if applicable”)
(“Assignment and Charge of Accounts”);
(c) a first ranking debenture comprising a fixed and

floating charge over all present and future
assets of each Relevant Party;
(d) a first ranking legal assignment and charge of all

Takaful contracts/insurance policies of each
Relevant Party taken pursuant to the License
Agreements (“Assignment of Insurance/
Takaful”);
70
(e) a first ranking fixed charge over the shares of
each of the Relevant Parties (“Charge of
Shares”);
(f) an unconditional and irrevocable letter of

undertaking by each of the Guarantors in the
form and substance acceptable to the PA/LA;
and
(g) such other security to be mutually agreed

between the PA/LA and the Issuer,
(the documents reflecting the above securities shall

collectively be referred to as the “Security
Documents”).
14. Details of guarantee, if : Each of the Guarantors, pursuant to the Corporate

applicable Guarantee shall jointly and severally guarantee all
obligations of TMSB (in its capacity as the Purchaser
and the Obligor) to pay the Deferred Sale Price and
the Exercise Price up to an amount equivalent to the
aggregate of the nominal value or the accreted value
of the Sukuk Wakalah ICP (as the case may be) and
the accrued but unpaid Expected Periodic Distribution
Amount.
Each of the New Subsidiaries (as defined in the

section entitled “Negative Covenant”) as permitted
under these terms and conditions shall by no later
than 60 days after becoming a wholly-owned
subsidiary of TMS, execute (and cause to execute) all
relevant documents, open (and cause to open) the
relevant Guarantor CA and the relevant Guarantor
OA (both as defined in the section entitled “Details of
designated account(s), if applicable”) and do (and
cause to do) all further acts as deemed necessary in
order to become a guarantor and a Relevant Party
under the ICP Programme and the “Guarantors”
shall thereafter be construed accordingly.
15. Convertibility of issuance : Non-convertible.

and details of the
convertibility
16. Exchangeability of issuance : Non-exchangeable.

and details of the
exchangeability
17. Call option and details, if : No call option.

applicable
18. Put option and details, if : No put option.

applicable
71
19. Details of covenants: :
(1) Positive Covenants “Relevant Party” means any one of the Issuer and
the Guarantors (as the case may be).
Each of the Relevant Party covenants that so long as

the Sukuk Wakalah ICP are outstanding, it shall:
(1) maintain in full force and effect all relevant

otherwise) and will promptly obtain any further
otherwise) which is or may become necessary:
(a) to enable it to own its assets, to carry on its

business and to perform its obligations
under the License Agreements, save and
except for the requisite State’s consent for
occupation of state land and the local
authorities’ approval or permit for the
construction or erection of the
telecommunication infrastructure without
which may result in a Material Adverse
Effect;
(b) for it to enter into or perform its obligations

(c) to ensure the validity, enforceability,

admissibility in evidence of its obligations of
or the priority or rights of the Sukukholders
(d) to ensure the validity, enforceability,

admissibility in evidence of its obligations
under the License Agreements;
(2) at all times on demand execute all such further

documents and do all such further acts
reasonably necessary at any time or times to
give further effect to the terms and conditions of
the Transaction Documents;
(3) exercise reasonable diligence in carrying out its

business and affairs in a proper and efficient
manner and in accordance with sound financial
and commercial standards and practices and in
accordance with its respective constitution within
the meaning given to it in the Companies Act
2016 ("Constitution");
72
(4) promptly perform and carry out all its obligations
under all the Transaction Documents (including
but not limited to redeeming the Sukuk Wakalah
ICP on the relevant Maturity Date(s) or any other
date on which the Sukuk Wakalah ICP are due
and payable, in relation to the Issuer only) and
the License Agreements and ensure that it shall
immediately notify the Sukuk Trustee in the
event that it is unable to fulfil or comply with any
of the provisions of the Transaction Documents
and the License Agreements;
(5) prepare its financial statements at all times in

compliance with applicable statutory
requirements and on a basis consistently
applied in accordance with approved accounting
standards in Malaysia and those financial
statements shall give a true and fair view of the
results of its operations for the period to which
the financial statements are made up and shall
disclose or provide against all liabilities (actual
or contingent);
(6) promptly comply with all applicable laws and

and/or the notes, circulars, conditions or
guidelines issued by the SC, BNM and any other
relevant regulatory authorities from time to time
in relation to the ICP Programme;
(7) keep proper books, accounts and records at all

times and to provide the Sukuk Trustee and any
person appointed by it access to such books
and accounts and records to the extent
permitted by law;
(8) maintain adequate Takaful/insurance where

necessary for the business of such nature with
reputable Takaful providers / insurance
companies which a prudent company carrying
on a similar business and shall notify the Sukuk
Trustee of any event which or may give rise to
any claim or right of action under any Takaful /
insurance;
(9) open and maintain the Designated Accounts,

pay all relevant amounts into the Designated
Accounts, make all payments from the
Designated Accounts only as permitted under
the Transaction Documents, and comply with
the terms and conditions of the Transaction
Documents in all matters concerning the
Designated Accounts;
73
(10) ensure that any revenue, income, proceeds,
cash inflow and payment received by each
Relevant Party shall be deposited into the Issuer
CA and/or each Guarantor CA, as the case may
be;
(11) in relation to TMS only, ensure that TMX, TMSM

and the Issuer shall remain as its subsidiary
(directly or indirectly) at all times; and

Relevant Party.

Wakalah ICP are outstanding, it shall:
(1) ensure that the terms in the Trust Deed do not

contain any matter which is inconsistent with the
provisions of the Information Memorandum;
(2) at all times maintain a paying agent who is

based in Malaysia and the Issuer shall procure
the paying agent to notify the Sukuk Trustee,
through the Facility Agent, if the paying agent
does not receive payment from the Issuer on the
due dates as required under the Trust Deed and
the terms and conditions of the Sukuk Wakalah
ICP; and

Issuer.
(2) Negative covenants : Each of the Relevant Party covenants that so long as
the Sukuk Wakalah ICP are outstanding, it shall not:
(1) create or permit to exist any encumbrance,

mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment by way
of security, trust arrangement for the purpose of
providing security or other security interest of
any kind over any of its assets including, without
limitation, title transfer and/or retention
arrangements having a similar effect or any
agreement to create any of the foregoing other
than (i) any security interest created under the
Sukuk Wakalah ICP and/or Sukuk Wakalah
IMTN in connection with the Sukuk Wakalah
Programmes; and (ii) those security created for
purposes of securing the existing syndicated
commodity Murabahah facility-i comprising of a
revolving credit facility-i and syndicated
74
financing-i of up to RM250,000,000.00 obtained
by TMS (“Existing Facilities”) which will be
discharged upon the full refinancing of the
Existing Facilities from the proceeds of the first
issuance of the Sukuk Wakalah ICP;
(2) (i) in relation to TMS only, have any subsidiaries

or associated companies other than TMSB,
TMX, TMSM, BTP Wireless Sdn Bhd (which
shall remain a dormant company) and such
other new wholly-owned subsidiaries to be
incorporated or acquired (“New Subsidiaries”).
Such New Subsidiaries shall only engage in the
following business or activities (a) as a network
facilities provider and/or network service
provider governed by the relevant License
Agreements; (b) providing telecommunication
equipment to the TMS Group and/or other
network facilities providers and/or network
service providers; and/or (c) providing operation
and maintenance services of telecommunication
infrastructures to the TMS Group and/or other
network facilities providers and/or network
service providers;
For the avoidance of doubt, the New

Subsidiaries shall in turn, not have any
subsidiaries or associated companies. Each
New Subsidiary shall be a Guarantor and a
Relevant Party;
(ii) in relation to TMX only, have any subsidiaries

or associated companies other than Total Mobile
Sdn Bhd which shall remain a dormant
company;
(iii) in relation to TMSM only, have any

subsidiaries or associated companies;
(3) suspend, amend, modify or vary or agree to any

suspension of, or any amendment, modification
or variation to, or abandon, or issue or agree to
any change order or variation order (save for
any increase in the fees payable) being issued
under, or set off, forebear or waive compliance
with, any provision of any License Agreements
save and except for (i) to the extent required by
applicable laws, regulations or guidelines, (ii)
any amendments, modifications, variations
which are in relation to technical and commercial
matters under the License Agreements and
which do not materially affect the commercial
terms of the License Agreements adversely or
(iii) any renewal of the License Agreements on
substantially the same terms;
75
(4) permit, approve or allow any change to the
shareholding of TMS which would result in a
Material Adverse Effect.
(5) take any action or fail to perform any obligation

which will cause a breach, revocation or
termination of any License Agreements;
(6) transfer, sell, or otherwise dispose any assets in

any financial year, except where the asset
disposal is solely for the purposes of facilitating
Shariah concepts used in Islamic financing
facilities granted to the Relevant Party or the
asset disposal is due to obsolescence and/or
deterioration and such assets are properly
replaced;
(7) add, delete, amend, supplement or substitute its

Constitution in a manner which may be
materially prejudicial to the interests of the
Sukukholders or which is inconsistent with the
provisions of the Transaction Documents;
(8) reduce or in any way whatsoever alter (other

than by way of increase) its paid-up share
capital whether by varying the amount, structure
or value thereof or the rights attached thereto or
by converting any of its share capital into stock,
or by consolidating, dividing or sub-dividing all or
any of its shares, or by any other manner;
(9) in relation to TMS only, declare or pay any

dividends or make any distribution whether
income or capital in nature to its shareholders (a
“Distribution”) unless all the following
conditions are met:
(a) all the respective Relevant Party’s

obligations under the ICP Programme have
been complied with;
(b) no Dissolution Event has occurred and is

continuing, or a Dissolution Event or
Potential Dissolution Event (as defined in
the section entitled “Information
Covenants”) will occur as a result of such
Distribution;
(c) the first principal payment of the Sukuk

Wakalah ICP has been made in full;
76
(d) the FSRA Minimum Required Balance (as
defined in the section entitled “Details of
designated accounts, if applicable”)
requirement has been met under the Sukuk
Wakalah IMTN; and
(e) a firm of reputable certificated public

accountants (which shall be either one of
Ernst & Young, Crowe Malaysia, KPMG,
PwC or Deloitte) (“Reputable Accountant”)
has confirmed, together with the relevant
computation based on the latest available
annual audited consolidated financial
statements of TMS or the latest available
consolidated interim financial statements of
TMS (as the case may be) that the F:E
Ratio (as defined in the section entitled
“Financial Covenants”) and the Projected
FSCR (as defined in the section entitled
“Financial Covenants”) of not less than 1.75
times will continue to be met following such
Distribution;
(10) in relation to each of TMX and TMSM, declare or

pay any dividends or make any distribution
whether income or capital in nature to its
shareholders unless it is a wholly-owned
subsidiary of TMS;
(11) obtain or permit to exist any financings/loans or

advances from its shareholders, subsidiaries,
related companies or associated companies
unless these financings/loans and advances are
subordinated to the ICP Programme;
(12) except otherwise contemplated in the

Transaction Documents, enter into any
agreements, whether directly or indirectly with its
shareholder, subsidiaries, related companies or
associated companies unless such agreement is
entered into:
(a) in the ordinary course of its business;
(b) on an arms-length basis and on terms no

less favourable to the Relevant Party than
those which could have been obtained in
comparable transactions from persons who
are not its shareholders, subsidiaries,
related companies or associated
companies; and
(c) will not have a Material Adverse Effect on

the Relevant Party;
77
(13) take steps to wind-up or dissolve itself;
(14) lend any money to any party other than (i) to its
directors, officers or employees as part of their
terms of employment and (ii) lending by any
Relevant Party to any companies within the TMS
Group;
(15) engage in any other business or activities other

than (a) as a network facilities provider and/or
network service provider governed by the
relevant License Agreements; (b) providing
telecommunication equipment to the TMS Group
and/or other network facilities providers and/or
network service providers; and/or (c) providing
operation and maintenance services of
telecommunication equipment or infrastructures
to the TMS Group and/or other network facilities
(16) cease or threaten to cease or suspend or

threaten to suspend a substantial part of its
business operations; and

Relevant Party.

Wakalah ICP are outstanding, it shall not:
(1) enter into any transaction, whether directly or

indirectly with interested persons (including
directors, major shareholders and chief
executive or persons connected to them)
(collectively, “Interested Persons”) unless:
(a) such transaction shall be on terms that are

no less favourable to the Issuer than those
which could have been obtained in a
comparable transaction from persons who
are not Interested Persons;
(b) with respect to transactions involving an

agreed payment or value equal to or greater
than RM 1,000,000.00, the Issuer obtains
certification from an independent adviser
that the transaction is carried out on fair and
reasonable terms,
78
Provided that the Issuer certifies to the Sukuk
Trustee that the transaction complies with
paragraph (a) above, that the Issuer has
received the certification referred to in
paragraph (b) (where applicable) and that the
transaction has been approved by the majority
of the board of directors or shareholders in a
general meeting as the case may require;
(2) change the utilisation of proceeds of the Sukuk

Wakalah ICP from the purposes specified in the
Transaction Documents or the Information
Memorandum; and
(3) have any subsidiaries or associated companies;

Issuer.
For the purposes of these terms and conditions,
“Material Adverse Effect” means any material

adverse effect on (i) the operations, business,
property, assets, liabilities or condition (financial or
otherwise) or results of the operations of any
Relevant Party; (ii) the ability of any of the Relevant
Party to perform any of its obligations under any of
the Transaction Documents and/or License
Agreements or (iii) the validity or enforceability, or the
effectiveness or the priority or ranking of any security
interest granted or purporting to be granted pursuant
to any of the Transaction Documents or the rights or
remedies of the Sukuk Trustee, the Security Agent
or any Sukukholder under the Transaction
Documents.
“TMS Group” consists of TMS and its group of

companies.
(3) Financial covenants : (1) Finance to Equity Ratio (“F:E Ratio”)
TMS Group shall maintain a F:E Ratio of not

exceeding 4.0 times from the first issuance of Sukuk
Wakalah ICP under the ICP Programme.
The F:E Ratio is the ratio of the indebtedness the

TMS Group represented by:
(a) the aggregate nominal value of all outstanding

Sukuk Wakalah IMTN and Sukuk Wakalah ICP;
and
79
(b) (i) all other indebtedness of the TMS Group for
Islamic financing and borrowed monies (be it
actual or contingent) for principal only, hire
purchase obligations and/or finance lease
obligations; and (ii) any financial guarantees or
other contingent liabilities of any member of the
TMS Group calculated in accordance with the
applicable accounting standards; but excluding
any financing/loans or advances from the
shareholders which are fully subordinated to the
Sukuk Wakalah ICP,
to the shareholders’ funds of the TMS Group

including, if any, preference equity, fully
subordinated shareholders’
advances/financing/loans and retained
earnings/losses.
The calculations of the F:E Ratio shall be duly

confirmed by a Reputable Accountant.
The Issuer shall arrange for a Reputable

Accountant’s confirmation to be forwarded to the
Sukuk Trustee.
For the avoidance of doubt, any double-counting shall

be disregarded.
(2) Finance Service Coverage Ratio (“FSCR”)
TMS Group shall maintain a FSCR of not less than

1.50 times throughout the tenure of the ICP
Programme.
The FSCR is the ratio of Net Available Cash to the

Total Finance Service paid, where:
a) “Net Available Cash” is the aggregate of all cash

balances in the Designated Accounts before Total
Finance Service; and
b) “Total Finance Service” is the aggregate nominal

value of all principal and profit payments to be made
by the Issuer under the IMTN Programme and the
ICP Programme during the next twelve (12) months.
(3) Projected FSCR
In relation to any Distribution, the Projected FSCR

shall be calculated as follows:
(A + B + C) / (A + D)
80
where:
A = the actual total principal and Expected Periodic
Distribution Amount of both Sukuk Wakalah
IMTN and Sukuk Wakalah ICP and all principal
and interest/ coupon/ profit payment under any
other indebtedness for borrowed monies and/or
Islamic financing paid on the most recent
Maturity Date from the date the Distribution is
made or declared (“Distribution Date”);
B = the actual closing cash balances in the

Designated Accounts as at the Distribution Date;
C = the Projected Net Available Cash from the

Distribution Date up to the next immediate
Maturity Date; and
D = the projected total finance service (consisting of

nominal value and Expected Periodic
Distribution Amount of all outstanding Sukuk
Wakalah IMTN and Sukuk Wakalah ICP and all
principal and interest/ coupon/ profit payment
under any other indebtedness for borrowed
monies and/or Islamic financing) due and
payable from the Distribution Date up to and
including the next immediate Maturity Date.
“Projected Net Available Cash” shall be calculated

as:
(a) all revenue, royalties, fees, lease payments to

be received by the TMS Group and other
receipts of a capital or revenue nature under any
License Agreements; plus
(b) any insurance/Takaful proceeds to be received

by the Relevant Party in relation to the License
Agreements; less
(c) all operating expenses or fees payable by the

Relevant Party as provided in the Annual
Budget.
The “Annual Budget” means the annual budget to be

provided by the Relevant Parties, setting out the
monthly breakdown of amongst others, the capital
operating expenses of the Relevant Parties for a
period of twelve months for the next financial year.
For the avoidance of doubt, the first Annual Budget to
be provided prior to the first issue date of the Sukuk
Wakalah ICP shall be for such period until the end of
each Relevant Party’s financial year of that year.
81
The F:E Ratio and FSCR shall be calculated on a
yearly basis commencing from the first anniversary of
the first issuance of the Sukuk Wakalah IMTN and/or
Sukuk Wakalah ICP and as and when such
calculations are required to be made under the terms
of the Transaction Documents during the tenure of
the ICP Programme. In the case of F:E Ratio and
FSCR which are calculated on a yearly basis, such
calculations shall be based on the latest annual
audited consolidated financial statements of TMS and
in the case of F:E Ratio and Projected FSCR
calculated at any other times, the calculations shall
be based on the latest consolidated interim financial
statements of TMS.
For avoidance of doubt, any double counting in

respect of the FSCR and Projected FSCR shall be
disregarded.
(4) Information covenants : Each of the Relevant Party covenants that so long as
the Sukuk Wakalah ICP are outstanding, it shall:
(1) provide to the Sukuk Trustee at least on an

annual basis, a certificate confirming that it has
complied with all its obligations under the
Transaction Documents and the terms and
conditions of the Sukuk Wakalah ICP and that
there does not exist or had not existed, from the
date the Sukuk Wakalah ICP were issued or the
date of the previous certificate as the case may
be, any Dissolution Event, and if such is not the
case, to specify the same;
(2) deliver to the Sukuk Trustee the following:
(a) as soon as they become available (and in

any event within one hundred and eighty
(180) days after the end of each of its
financial years) copies of its consolidated
financial statements for that year which
shall contain the income statements and
balance sheets of the Relevant Party and
which are audited and certified without
qualification by a firm of independent
certified public accountants acceptable to
the Sukuk Trustee;
82
(b) as soon as they become available (and in
any event within ninety (90) days after the
end of the first half of its financial year)
copies of its unaudited half yearly
consolidated interim financial statements for
that period which shall contain the income
statements and balance sheets of the
Relevant Party which are duly certified by
any one of its directors;
(c) promptly, such additional financial or other

information relating to the Relevant Party’s
business and its operations as the Sukuk
Trustee may from time to time reasonably
request in order to discharge its duties and
obligations under the Transaction
Documents; and
(d) promptly, all notices or other documents

received by the Relevant Party from any of
its shareholders or its creditors which
contents may materially and adversely
affect the interests of the Sukukholders, and
a copy of all documents dispatched by the
Relevant Party to its shareholders (or any
class of them) in their capacity as
shareholders or its creditors generally at the
same time as these documents are
dispatched to these shareholders or
creditors,

in its board of directors and/or its shareholders;
(4) promptly provide to the Security Agent and the

Sukuk Trustee semi-annually, a Semi-Annual
Budget (as defined in the Details of designated
account(s), if applicable) and annually, an
Annual Budget. The first Semi-Annual Budget
and the Annual Budget, to be provided prior to
the first issue date of the Sukuk Wakalah ICP
shall be for such period until the end of its
financial year of that year. For subsequent Semi-
Annual Budget and Annual Budget, such budget
shall be provided one month before the end of
the first half of its financial year or before the end
of its financial year (as the case may be);
83
in its condition (financial or otherwise) and of any
litigation or other proceedings of any nature
whatsoever being threatened or initiated against
the Relevant Party before any court or tribunal or
administrative agency which may materially and
adversely affect the ability of the Relevant Party
to perform any of its obligations under any of the
Transaction Documents and/or the License
Agreements;
(6) immediately give notice to the Sukuk Trustee

and the Security Agent of the occurrence of any
Dissolution Event or any event which, upon the
giving of notice and/or lapse of time and/or the
issue of a certificate and/or the fulfilment of the
relevant requirement as contemplated under the
relevant Transaction Document would constitute
a Dissolution Event (“Potential Dissolution
Event”) forthwith upon becoming aware thereof,
and it shall take all reasonable steps and/or such
other steps as may reasonably be requested by
the Sukuk Trustee to remedy and/or mitigate the
effect of the Dissolution Event or the Potential
Dissolution Event;

substantial change in the nature of the business
of the Relevant Party;

change in the name of any of the Relevant Party;

cessation of liability of any Guarantor for the
payment of the whole or part of the moneys for
which they were liable under the Corporate
Guarantee;

change in the utilisation of Sukuk Proceeds other
than for the purpose stipulated in the Information
Memorandum or any Transaction Documents;

change in the withholding tax position of any of
the Relevant Party;
84
(12) promptly but in any event within thirty (30)
calendar days upon the Relevant Party entering
into new or future lease, access and license
network bandwidth, telecommunication site
abovementioned agreements or when there is a
new Relevant Party, provide to the Security
Agent, the notices of assignment,
consent from the relevant counterparties in
connection with the Assignment of the License
Agreements and the assignment of insurance
policies/Takaful contracts taken pursuant to such
License Agreements. For the avoidance of
doubt, the thirty (30) calendar days period shall
be counted from the date of the relevant
agreements;
(13) promptly provide to the Sukuk Trustee and the

Security Agent as soon as possible, but in any
event within ten (10) business days of receipt by
the Relevant Party or the issuance by the
Relevant Party of, copies of all default notices,
suspension notices, force majeure notices and
termination notices in relation to any License
Agreements;
(14) promptly upon the Relevant Party obtaining

knowledge thereof, notify the Sukuk Trustee and
the Security Agent of any breach, suspension,
abandonment, termination, rescission, discharge
(otherwise than by performance), supplement,
novation, amendment, modification or waiver in
writing of, or indulgence in writing under, any
provision of any License Agreement or any
variation order issued under any License
Agreement which may result in a Material
Adverse Effect;
(15) immediately inform the Sukuk Trustee of any

other matter that may materially prejudice the
Relevant Party or the interests of the
Sukukholders under the Transaction Documents;
and
85
(16) immediately notify the Sukuk Trustee of the
occurrence of any event that has caused or
could cause, one or more of the following:
(i) any amount secured or payable under the

Sukuk Wakalah ICP to become immediately
payable;
(ii) the Sukuk Wakalah ICP to become

immediately enforceable;
(iii) the securities created under the ICP

Programme to become immediately
enforceable; or
(iv) any other right or remedy under the terms

and conditions of the ICP Programme or the
Sukuk Wakalah ICP to become immediately
enforceable; and

Relevant Party.
20. Details of designated : (A) Name of account:

account(s), if applicable Issuer Collection Account (“Issuer CA”)

Issuer

account:


Agent

Security Agent
Sources of funds:
(i) For each issuance of the Sukuk Wakalah ICP,
the proceeds shall be utilised in accordance with
the Utilisation of proceeds (as defined in item
(33) (1) (Utilisation of proceeds) below) and the
balance proceeds shall be deposited into the
Issuer CA on each issue date;
86
(ii) Any daily transfers from each Guarantor’s CA;
(iii) Any amount released from the FSRA in excess

of the FSRA Minimum Required Balance; and
(iv) all income, revenue, cash inflow and payment

received by the Issuer.
All payments from the Issuer CA shall be applied in
the priority of cash flow as set out below:
(i) for payment of the recurring fees and expenses

relating to the Sukuk Wakalah Programmes;
(ii) for payment of the Expected Periodic

Distribution Amount of the Sukuk Wakalah ICP
and/or Sukuk Wakalah IMTN under the Sukuk
Wakalah Programmes;
(iii) for payment of the nominal value of the Sukuk

Wakalah ICP and/or Sukuk Wakalah IMTN
under the Sukuk Wakalah Programmes;
(iv) transfer to the FSRA to top up the FSRA (if

required);
(v) subject to no occurrence of a Dissolution Event,

transfer to the relevant Guarantor’s OA for the
payment of repair/restoration cost of the relevant
assets from the proceeds of the
Guarantor pursuant to the License Agreements;
(vi) subject to no occurrence of a Dissolution Event

(save for any monthly transfer of statutory
payments) monthly transfer to the Issuer OA and
each Guarantor OA (as defined below) for taxes,
stamp duties, other regulatory and statutory
payments, the capital expenditure, working
capital requirement and the operating expenses
of the Relevant Parties in accordance with the
Semi-Annual Budget; and
(vii) for payments of dividend and/or permitted

distribution to the Relevant Party’s shareholder
as permitted under these terms and conditions.
87
The “Semi-Annual Budget” means the semi-annual
budget to be provided by the Relevant Parties,
setting out the monthly breakdown of amongst
others, the capital expenditure, working capital
requirement and the operating expenses of the
Relevant Parties for a period of the next six months.
The actual expenses or requirements of the Relevant
Parties for the relevant two (2) semi-annual periods in
a particular financial year shall not in aggregate
exceed such items or requirements as set out in the
Annual Budget by more than ten percent (10%) for
that financial year. For the avoidance of doubt, the
first Semi-Annual Budget to be provided prior to the
first issue date of the Sukuk Wakalah ICP and/or
Sukuk Wakalah IMTN shall be for such period until
the end of each Relevant Party’s financial year of that
year.
(B) Name of account:

Issuer Operating Account (“Issuer OA”)

Issuer

account:
any Dissolution Event: Issuer


Signatories prior to any Dissolution Event: Issuer

Security Agent
Sources of funds:
Any transfer from the Issuer CA in accordance with
the Semi-Annual Budget.
(i) For the payment of taxes, stamp duties and
other regulatory and statutory payments of the
Issuer; and
(ii) For the operating expenses of the Issuer in

accordance with the Semi-Annual Budget.
88
(C) Name of account:
Finance Service Reserve Account (“FSRA”)

Issuer

account:


Agent

Security Agent
Sources of funds:
The following shall be deposited into the FSRA:
(i) on the first issue date of the Sukuk Wakalah

IMTN and from the proceeds of the first
issuance of the Sukuk Wakalah IMTN, the
relevant initial FSRA Minimum Required
Balance;
(ii) throughout the tenure of the Sukuk Wakalah

IMTN, any amounts transferred from the Issuer
CA to fund the FSRA Minimum Required
Balance; and
(iii) an amount determined by the PA/LA to be

sufficient to meet the stamp duty obligations of
the Guarantors.
The “FSRA Minimum Required Balance” is equal to

the next six (6) months’ projected finance service
(consisting of nominal value and Expected Periodic
Distribution Amount (if applicable)) due under the
Sukuk Wakalah IMTN.
The FSRA Minimum Required Balance shall be

maintained at all times commencing from the issue
date of the relevant Sukuk Wakalah IMTN.
89
In the event the credit balance in the FSRA is less
than the FSRA Minimum Required Balance, the
Issuer shall top up such funds within thirty (30) days
from the date of the occurrence of such shortfall so as
to maintain the then prevailing FSRA Minimum
Required Balance in the FSRA.
Utilisation of funds
(a) Funds from the FSRA may be withdrawn to pay

the (i) Expected Periodic Distribution Amount
and/or (ii) nominal value of the Sukuk Wakalah
IMTN due and payable only upon the occurrence
of a Dissolution Event.
In the event the balance in the FSRA exceeds the

FSRA Minimum Required Balance, such
difference between the balance in FSRA and the
FSRA Minimum Required Balance may be
transferred to the Issuer CA.
(b) For the payment of stamp duties of the

Guarantors (if any).
(D) Name of account

Guarantor Collection Account (“Guarantor CA”)

Guarantor

account


Agent

Security Agent
Sources of funds:
The following shall be deposited into the Guarantor
CA:
(i) all revenue/proceeds from the License

Agreements;
(ii) all income, revenue, cash inflow and payment

received by each Guarantor; and
90
(iii) any proceeds of insurance/takaful claims
received by such Guarantor pursuant to the
License Agreements.
The credit balance from the Guarantor CA shall be
transferred to the Issuer CA daily.
(E) Name of account

Guarantor Operating Account (“Guarantor OA”)

Guarantor

account
any Dissolution Event: Guarantor


Signatories prior to any Dissolution Event: Guarantor

Security Agent
Sources of funds:
Transfer from the Issuer CA.
(i) For the Guarantor’s taxes, stamp duties, other
regulatory and statutory payments, capital
expenditure, working capital requirement and
the operating expenses of the Guarantor in
accordance with the Semi-Annual Budget; and
(ii) For payment of the repair/restoration cost of the

relevant assets from the proceeds of
Guarantor pursuant to the License Agreements.
Additional Notes:
The Issuer shall open the following Shariah-compliant

designated accounts:
(1) Issuer CA;

(2) Issuer OA; and
(3) FSRA.
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Each Guarantor shall open the following Shariah-
compliant designated accounts:
(1) Guarantor CA; and

(2) Guarantor OA.
The Issuer CA, the Issuer OA, the FSRA, each

Guarantor CA and each Guarantor OA shall
collectively be referred to as the “Designated
Accounts” and each a “Designated Account”.
Funds held in each Designated Account can be

invested in Permitted Investments subject to the
Permitted Investment provision.
21. Name of credit rating : Not rated.

agency, credit rating (state
whether final or indicative)
and amount rated, if
applicable
22. Conditions precedent : To include but not limited to the following (all have to
be in form and substance acceptable to the PA/LA):
(1) Main Documentation
(a) all relevant Transaction Documents (other

than those Security Documents in relation
to the security secured under the Existing
Facilities) have been executed, endorsed
as exempted from stamp duty or presented
for registration where applicable;
(b) all relevant notices of assignment,

consent from the counterparties in
connection with the Security Documents
(other than those Security Documents in
relation to the security secured under the
Existing Facilities) shall have been made or
received as the case may be; and
(c) receipt from the Relevant Party, certified

true copies of all subsisting License
Agreements and any other supplemental
documentation in relation thereto.
(2) Relevant Party
(a) certified true copies of the Certificate of

Incorporation and the Constitution, of the
Sdn Bhd;
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(b) certified true copies of the latest Return for
Allotment of Shares, Notification for Change
in the Registered Address, and Notification
of Change in the Register of Directors,
Managers and Secretaries of the Relevant
Party and Touch Group Holdings Sdn Bhd
(or their equivalent);
(c) certified true copy of a board resolution of

Holdings Sdn Bhd authorising, among
others, the execution of the Transaction
Documents;
(d) a list of the Relevant Party’s and Touch

Group Holdings Sdn Bhd’s authorised
signatories and their respective specimen
signatures;
(e) a report of the relevant company search of

Holdings Sdn Bhd;
(f) a report of the relevant winding-up search

of the Relevant Party and Touch Group
Holdings Sdn Bhd; and
(g) receipt of executed letters of undertaking

from TMSM’s minority shareholders for the
waiver of their rights pursuant to
requirements set out under Articles 24 and
25 of the Constitution of TMSM and Article
IX (Transfer of Shares) of the Shareholder’s
Agreement.
(3) General
(a) acknowledgement from the SC on the

lodgement made in respect of the ICP
Programme under the LOLA Guidelines
and, where applicable, approval from other
regulatory authorities in connection with the
ICP Programme;
(b) satisfactory evidence that the Sukuk

Trustees' Reimbursement Account - ICP
and each Designated Account has been
opened in accordance with the Transaction
Documents;
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(c) evidence that the prescribed forms (as
prescribed under the Companies Act
2016), where applicable, in respect of the
charges created pursuant to the relevant
Security Documents (other than those
Security Documents in relation to the
security secured under the Existing
Facilities) (for the purpose of registration of
such charges with the CCM in accordance
with the Companies Act 2016) have been
duly lodged with the CCM;
(d) the PA/LA has received from their Solicitor

a satisfactory legal opinion addressed to
them, advising with respect to, among
others, the legality, validity and
enforceability of the Transaction
Documents and a confirmation that all the
conditions precedent have been fulfilled or
otherwise waived;
(e) evidence that all fees, costs and expenses

in relation to the ICP Programme have
been paid or will be paid in full;
(f) receipt of redemption statement(s),

undertaking and consent, if applicable,
from the facility agent of the Existing
Facilities which shall include an
undertaking to forward the original security
documents and the duly executed
discharge of charge documents to the
Security Agent upon receipt of the
redemption sum for the Existing Facilities;
(g) confirmation from the Shariah Adviser that

the structure, mechanism and the
Transaction Documents of the ICP
Programme are in compliance with
Shariah;
(h) documentary evidence that a legal due

diligence in relation to the ICP Programme
has been undertaken and conducted to the
satisfaction of the PA/LA; and
(i) such other conditions precedent to be

advised by the Solicitor and mutually
agreed between the PA/LA and the
Relevant Parties.
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Conditions Subsequent:
The Issuer shall and shall ensure that the

following Conditions Subsequent are provided to
the PA/LA’s satisfaction within the time frame as
may be mutually agreed between the Issuer and
the PA/LA:-
(a) receipt by the Security Agent of all the

relevant documents necessary to effect a
release and reassignment of the relevant
security created by the Relevant Party
under the Existing Facilities;
(b) the Security Documents in relation to the

Facilities have been executed and
endorsed as exempted from stamp duty;
(c) the power of attorney clauses contained in

the Security Documents in relation to the
Facilities shall have been duly presented for
registration at the High Court of Malaya,
Kuala Lumpur;
(d) evidence that the prescribed forms (as

Documents in relation to the security
secured under the Existing Facilities (for the
purpose of registration of such charges with
the CCM in accordance with the Companies
Act 2016) have been duly lodged with the
CCM;
(e) all relevant notices of charge to the

Relevant Parties and acknowledgments by
the Relevant Parties in connection with the
Charge of Shares shall have been made or
(f) all relevant notices of assignment,

consent from the counterparties in
connection with the Assignment of License
Agreements, Assignment of
Insurance/Takaful shall have been made or
(g) satisfactory evidence that the Relevant

Parties have renewed the expired License
Agreements, if any;
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(h) satisfactory evidence that the Relevant
Parties have received relevant the local
authorities’ approval for its respective
sites/structures, where applicable;
(i) satisfactory evidence that the Relevant

Parties have renewed/ entered the tenancy
agreements for the occupation of its
respective sites;
(j) the PA/LA have received from their Solicitor

a confirmation addressed to the PA/LA that
all the conditions subsequent have been
fulfilled; and
(k) such other conditions subsequent to be

Relevant Parties.
Conditions precedent prior to each issuance:
(a) confirmation from the Relevant Parties that

all relevant representation and warranties
remain true and correct and it is in
compliance with all covenants under the
(b) no Dissolution Event or Potential

Dissolution Event has occurred, is
continuing or would occur;
(c) where applicable, receipt of satisfactory

documentary evidence should the
proceeds of the Sukuk Wakalah ICP
issuance be utilised for capital
expenditure; and
(d) such other conditions precedent to be

Relevant Parties.
Conditions precedent prior to each issuance

other than the first issuance
(a) a written confirmation from the Issuer that

the Financial Covenants as computed by
its external auditors will not be breached
as a result of an issuance;
96
(b) receipt of satisfactory documentary
evidence with regards to lease, access
and license agreement(s) with
telecommunication companies, project
lease agreements and/or other
leasing of telecommunication
infrastructures and fibre optic network
bandwidth including any authorised work
order, amended authorised work order,
variation order, site rental offer or site
lease offer issued pursuant to such lease,
access and license agreement(s),
to the abovementioned agreements that
have been entered into subsequent to the
first issuance under the ICP Programme
(“Subsequent License Agreements”);
and
(c) such other conditions precedent to be

Relevant Parties.
23. Representations and : Representations and warranties by each of the

warranties Relevant Party include inter alia, the following:
(1) the Relevant Party is a company with limited

liability duly incorporated and validly existing
under the laws of Malaysia, has full power to
carry on its business and to own its property and
assets, and has full beneficial ownership of all its
property and assets;
(2) the Constitution of the Relevant Party

incorporate provisions which authorise, and all
necessary corporate and other relevant actions
have been taken to authorise, and all relevant
consents and approvals of any administrative,
governmental or other authority or body in
Malaysia have been duly obtained and are in full
force and effect which are required to authorise,
the Relevant Party to execute and deliver and
perform the transactions contemplated in the
Agreements in accordance with their terms save
and except for any consent or approvals which if
not obtained would not constitute a Material
Adverse Effect;
97
(3) neither the execution and delivery of any of the
Agreements nor the performance of any of the
transactions contemplated by the Transaction
Documents and the License Agreements did or
does as at the date this representation and
warranty is made or repeated (a) contravene or
constitute a default under any provision
contained in any agreement, instrument, law,
ordinance, decree, judgment, order, rule,
regulation, licence, permit or consent by which
the Relevant Party or any of its assets is bound
or which is applicable to the Relevant Party or
any of its assets, (b) cause any limitation on the
Relevant Party or the powers of its directors,
whether imposed by or contained in its
Constitution or in any agreement, instrument,
law, ordinance, decree, order, rule, regulation,
judgment or otherwise, to be exceeded, or (c)
cause the creation or imposition of any security
interest or restriction of any nature on any of the
Relevant Party’s assets, other than those
security contemplated under these terms and
conditions;
(4) each of the Transaction Documents and the

License Agreements is or will when executed
and/or issued, as the case may be, be in full
force and effect and constitutes, or will when
executed or issued, as the case may be,
constitute, valid and legally binding obligations
of the Relevant Party enforceable in accordance
with its terms;
(5) save for those contemplated under the section

entitled “Conditions Precedent” and the
Conditions Subsequent, no other registration,
recording, filing or notarisation of the
Transaction Documents and no payment of any
duty or tax and no other action whatsoever is
necessary or desirable, to ensure the validity or
enforceability in Malaysia of the liabilities and
obligations of the Relevant Party or the rights of
the Sukukholders under the Transaction
Documents in accordance with their terms or to
ensure the admissibility in evidence in Malaysia
of the Transaction Documents;
98
(6) the audited consolidated financial statements
(including the income statements and balance
sheets) of the Relevant Party are prepared in
accordance with approved accounting standards
in Malaysia and give a true and fair view of the
results of its operations for that year and the
state of its affairs at that date (and in particular
disclose all of its liabilities (actual or
contingent));
(7) there has been no material adverse change in

the condition of the Relevant Party since its last
audited consolidated financial statements;
(8) there is no litigation, arbitration, winding-up or

administrative proceeding or any other
proceeding or claim which is presently in
progress or pending involving the Relevant
Party or to the best of the Relevant Party’s
knowledge, threatened against the Relevant
Party or any of its assets;
(9) the Relevant Party is in compliance with all

applicable laws, guidelines, permits and
and/or the directive, written notices, circulars or
guidelines issued by the SC from time to time
affecting the ICP Programme;
(10) the information furnished by it in connection with

the ICP Programme, the Information
Memorandum and the Transaction Documents
does not contain any false or misleading
statement or any material omission and any
opinion contained therein were honestly made
on reasonable grounds after its due and careful
enquiry;
(11) no Dissolution Event or Potential Dissolution

Event has occurred and is continuing;
(12) (i) any License Agreement which is delivered to

the Security Agent or the Sukuk Trustee is true
and complete; (ii) there is no dispute in
connection with any of the License Agreement;
and
(13) such other representations and warranties as

may be advised by the Solicitor and mutually
agreed between the PA/LA and the Issuer.
99
24. Events of default or : To include but not limited to the following, each a
enforcement events, where “Dissolution Event”:
applicable, including
recourse available to (1) the Issuer or any of the Relevant Party fails to
investors pay any amount due from it under any of the
Transaction Documents on the due date or, if so
payable, on demand;
(2) any representation or warranty made or given

by the Relevant Party under the Transaction
Documents or which is contained in any
certificate, document or statement furnished at
any time pursuant to the terms of the ICP
Programme and/or any of the Transaction
Documents proves to have been incorrect or
misleading in any material respect on or as of
the date made or given or deemed made or
given, and in the case of a failure which in the
the failure within a period of seven (7) days after
been notified by the Sukuk Trustee or the
Security Agent of the failure, whichever is
earlier;
(3) the Relevant Party fails to observe or perform its

obligations under any of the Transaction
Documents or the ICP Programme or under any
undertaking or arrangement entered into in
connection therewith other than an obligation of
the type referred to in paragraph (1) above, and
in the case of a failure which in the opinion of
Relevant Party does not remedy the failure
Agent of the failure, whichever is earlier;
(4) there has been a breach by the Relevant Party

of any obligation under any of the Relevant
Party’s existing contractual obligations which
may materially and adversely affect the
Relevant Party’s ability to perform its obligations
under the Transaction Documents and, if in the
the breach within a period of seven (7) days
after the Relevant Party became aware or
having been notified by the Sukuk Trustee or the
Security Agent of the breach, whichever is
earlier;
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(5) any indebtedness for borrowed moneys
(including any conventional or Shariah-
compliant financial arrangements) of the
Relevant Party becomes due or payable or
capable of being declared due or payable prior
to its stated maturity or any guarantee or similar
obligations of the Relevant Party is not
discharged at maturity or when called and such
declaration of indebtedness being due or
payable or such call on the guarantee or similar
obligations is not discharged or disputed in good
faith by the Relevant Party in a court of
competent jurisdiction within thirty (30) days
from the date of such declaration or call, or the
Relevant Party goes into default under, or
commits a breach of, any agreement or
instrument relating to any such indebtedness,
guarantee or other obligations, or any security
created to secure such indebtedness becomes
enforceable;
(6) an encumbrancer takes possession of, or a

trustee, receiver, receiver and manager, judicial
manager or similar officer is appointed in
respect of the whole or substantial part of the
business or assets of the Relevant Party, or
distress, legal process, sequestration or any
form of execution is levied or enforced or sued
out against the Relevant Party or any security
interest which may for the time being affect any
of its assets becomes enforceable;
(7) the Relevant Party fails to satisfy any judgement

passed against it by any court of competent
jurisdiction and no appeal against such
judgement or no application for a stay of
execution has been made to any appropriate
appellate court within the time prescribed by law
or such appeal or application for a stay of
execution has been dismissed;
(8) any step is taken for the winding up, dissolution

or liquidation of the Relevant Party or a
resolution is passed for the winding up of the
Relevant Party or a petition for winding up is
presented against the Relevant Party and the
Relevant Party has not taken any action in good
faith to set aside such petition within thirty (30)
days from the date of service of such winding up
petition or a winding up order has been made
101
(9) the Relevant Party convenes a meeting of its
creditors or proposes or makes any
arrangement including any scheme of
arrangement or composition or begins
negotiations with its creditors, or takes any
proceedings or other steps, with a view to a
rescheduling or deferral of all or any part of its
indebtedness or a moratorium is agreed or
declared by a court of competent jurisdiction in
respect of or affecting all or any part of its
indebtedness or any assignment for the benefit
of its creditors or an application is made for the
judicial management of the Relevant Party
(other than for the purposes of and followed by a
reconstruction previously approved in writing by
the Sukuk Trustee, unless during or following
such reconstruction the Relevant Party becomes
or is declared to be insolvent) or where a
scheme of arrangement under section 366 of
the Companies Act 2016 has been instituted
(10) where there is a revocation, withholding,

invalidation or modification of any license,
permit, authorisation, approval or consent which
may impairs or prejudices the ability of the
Relevant Party to comply with the Transaction
Documents and/or the License Agreements;
(11) the Relevant Party is deemed unable to pay any

of its debts or becomes unable to pay any of its
debts as they fall due or suspend or threaten to
suspend making payments with respect to all or
any class of its debts;
(12) any creditor of the Relevant Party exercises a

contractual right to take over the financial
management of the Relevant Party;
(13) the Relevant Party changes or threatens to

change the nature or scope of a substantial part
its business, or suspends or threatens to
suspend or cease or threatens to cease the
operation of a substantial part of its business
which it now conducts directly or indirectly;
102
(14) at any time:
(a) any of the provisions of the Transaction
Documents or present and future project
lease agreements and/or other
leasing of fibre optic network bandwidth or
to the abovementioned agreements,
becomes illegal, void, voidable or
unenforceable; or
(b) any present and future lease, access and

license agreement(s) with
telecommunication companies, and/or
other agreements on the rental, licensing
or leasing of telecommunication
infrastructures including any authorised
work order, amended authorised work
order, variation order, site rental offer or
site lease offer issued pursuant to such
lease, access and license agreement(s)
to the abovementioned agreements is or
becomes illegal, void or voidable;
(15) the Relevant Party repudiates any of the

Transaction Documents or License Agreement
or the Relevant Party does or causes to be done
or omits to do any act or thing evidencing an
intention to repudiate any of the Transaction
Documents or License Agreement;
(16) any of the assets, undertakings, rights or

revenue of the Relevant Party are seized,
nationalised, expropriated or compulsorily
acquired by or under the authority of any
governmental body;
(17) the Relevant Party ceases to be the sole, lawful

and beneficial owner of, or to have good title to,
all or any part of its assets or ceases to be the
sole party entitled to the revenues generated
under the License Agreement, except as
allowed under the Transaction Documents;
103
(18) any Security Document or any of the Corporate
Guarantee(s) ceases to be in full force and
effect or ceases to be effective to create the
security interest or to provide the priority of
security purported to be created thereunder; or
for whatever reason, any of the security interest
created under any Security Document cannot be
perfected or is in jeopardy or rendered invalid or
defective in any way;
(19) the Issuer fails to maintain the FSRA Minimum

Required Balance in accordance with these
terms and conditions;
(20) any event or events has or have occurred or a

situation exists which in the opinion of the Sukuk
Trustee may have a Material Adverse Effect on
the Relevant Party, and in the case of the
occurrence of such event or situation which in
the opinion of the Sukuk Trustee is capable of
being remedied, the Relevant Party does not
remedy it within a period of seven (7) days after
been notified by the Sukuk Trustee and/or the
Security Agent the event or situation;
(21) at any time, any license granted by the

Malaysian Communications and Multimedia
Commission to any Relevant Party is withdrawn,
revoked or suspended for any reason
whatsoever; and
(22) such other event as may be advised by the

Solicitor and mutually agreed between the
PA/LA and the Issuer.
For the purpose of these terms and conditions,

references to “substantial” shall mean such value
equivalent to or more than five percent (5%) of the
TMS Group’s net tangible assets as reflected in the
latest annual audited consolidated financial
statements of TMS.
Upon the occurrence of a Dissolution Event, the

Sukuk Trustee may or shall (upon the instruction of
the Sukukholders by way of special resolutions),
declare that a Dissolution Event has occurred and all
sums payable by the Issuer under the outstanding
Sukuk Wakalah ICP shall become immediately due
and payable in full.
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The Sukuk Trustee shall exercise its rights under the
Transaction Documents, including requiring:
(a) the Obligor to purchase the Sukukholders’

interest in the Shariah-compliant Business at the
Exercise Price and enter into a sale agreement
for such purchase; and
(b) the Issuer (in its capacity as Purchaser) to pay

the outstanding amounts of the Deferred Sale
Price (subject to the Ibra’, if applicable);
and the Sukuk Trustee shall use the aggregate

proceeds thereof i.e. the Exercise Price, the Deferred
Sale Price and any returns generated from the
Wakalah Portfolio to redeem the Sukuk Wakalah ICP.

declaration of a Dissolution Event under the ICP
Programme.
25. Governing laws : Laws of Malaysia.
26. Provisions on buy-back, if : The Issuer and its subsidiaries or its agent may at
applicable any time purchase the Sukuk Wakalah ICP in the
open market at any price, but the Sukuk Wakalah ICP
repurchased by the Issuer and its subsidiaries or its
agent shall be cancelled and cannot be resold.
27. Provisions on early : No provision for early redemption

redemption, if applicable
28. Voting : Voting by the Sukukholders under the ICP

Programme shall be carried out as follows:
Prior to upsizing of the ICP Programme:

All matters (save in relation to the upsizing of the ICP
Programme) which require the Sukukholders’ consent
under the ICP Programme shall be carried out on a
collective basis.
Post upsizing of the ICP Programme:

All matters which require the Sukukholders’ consent
under the ICP Programme shall be carried out on a
per Series basis. Sukukholders holding a requisite
amount under each Series (to be determined under
the Trust Deed) shall provide their consent for the
relevant matters to be passed under the ICP
Programme and the consent from Sukukholders of all
outstanding Series shall have been obtained for any
such resolution to be carried.
105
Any Sukuk Wakalah ICP held by the Issuer or any
Interested Persons of the Issuer shall not be counted
for the purpose of voting, subject to any exceptions
set out in the Trust Deeds Guidelines.
“Series” shall mean such Sukuk Wakalah ICP with

the same issue date.
29. Permitted investments, if : Permitted Investments shall include Shariah-

applicable compliant investment products approved by the SAC
of the SC and/or BNM’s Shariah Advisory Council.
Permitted Investments are as follows:
(i) Islamic accounts or deposits under Shariah

principles with licensed financial institutions;
(ii) Islamic banker acceptances, Islamic bills,

Islamic money market instruments issued by
rating of P1 or MARC-1 and a minimum long-
term rating of AA3 or AA- or their equivalent;
(iii) Islamic money market funds which are approved

by the SC;
(iv) Islamic principal guaranteed structured

investments approved by BNM and issued by
rating of P1 or MARC-1 and a minimum long-
term rating of AA3 or AA- or its equivalent or
their local or foreign equivalents;
(v) Islamic treasury bills, Islamic money market

instruments, and sukuk issued by BNM or the
Government of Malaysia; and
(vi) sukuk issued by corporations, financial

institutions, or guaranteed by licensed financial
institutions with a short-term rating of P1 or
MARC-1 and a minimum long-term rating of AA3
or AA- or their equivalent.
Such funds utilised for Permitted Investments shall

not be held for trading and shall be remitted to the
relevant Designated Accounts, no later than three (3)
business days prior to the dates when such monies
will be needed to meet any payment obligations of the
Issuer when due and payable. The Permitted
Investments shall be denominated in Ringgit
Malaysia.
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30. Ta’widh : In the event the Wakeel breaches its fiduciary duty as
an investment manager due to its failure to distribute
any Expected Periodic Distribution Amount or the
Expected One-off Distribution Amount (as the case
may be) and/or due to any delays in the payment of
the Exercise Price and/or the Deferred Sale Price by
the Obligor/Purchaser, the Wakeel and/or the
Obligor/Purchaser shall pay the Sukukholders
Ta`widh (compensation) on such failure at an amount
based on the rate and manner as prescribed by the
SAC of SC from time to time.
31. Ibra : An Ibra’, where applicable, shall be granted by the

Sukukholders. The Sukukholders in subscribing to or
purchasing the Sukuk Wakalah ICP consent to grant
an Ibra’ on the Deferred Sale Price, if the Sukuk
Wakalah ICP are redeemed before the Maturity Date,
upon the declaration of a Dissolution Event or in
respect of Sukuk Wakalah ICP issued on floating rate
basis, if the effective rate is lower than the maximum
rate.
Ibra’ refers to an act of releasing absolutely or

conditionally the Sukukholders’ rights and claims on
any obligation against the Issuer which would result in
the latter being discharged of its obligations or
liabilities towards the former. The release may be
either partial or in full. With respect to the Murabahah
contract, Ibra’ refers to the release of rights on
debts/amount due and payable under the said
contract.
Ibra’ upon the declaration of a Dissolution Event shall

be calculated as follows:
(i) in the case of Sukuk Wakalah ICP with Periodic

Distributions and issued at a discount:

Distribution Amount;
(ii) in the case of Sukuk Wakalah ICP without

Periodic Distributions and issued at a discount:
The unearned Expected One-Off Distribution

Amount;
(iii) in the case of Sukuk Wakalah ICP with Periodic

Distributions and issued at par:

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The Ibra’ in relation to (i), (ii) and (iii) above, shall be
calculated from the date of the declaration of a
Dissolution Event up to the Sukuk Wakalah ICP’s
respective Maturity Date.
The Ibra’ for early redemption before the Maturity

Date (if applicable) shall be agreed prior to such early
redemption.
The Ibra’ in respect of Sukuk Wakalah ICP issued on

floating rate basis, if the effective rate is lower than
the maximum rate shall be an amount equivalent to
the difference, if any, between the Expected Periodic
Distribution Amount calculated based on the
maximum rate and Expected Periodic Distribution
Amount calculated based on the effective rate.
For the avoidance of doubt, any double counting shall

be disregarded and the Ibra’ will be deemed granted
upon such redemption of the Sukuk Wakalah ICP.
32. Kafalah : Each of the Guarantors pursuant to the Corporate

Guarantee shall jointly and severally guarantee all
obligations of Touch Mobile Sdn Bhd (in its capacity
as the Purchaser and the Obligor) to pay the Deferred
Sale Price and Exercise Price up to an amount
equivalent to the aggregate of the nominal value or
accreted value of the Sukuk Wakalah ICP (as the
case may be) and the accrued but unpaid Expected
Periodic Distribution Amount.
33. Other terms and conditions
(1) Utilisation of proceeds : The proceeds from the issuance of the Sukuk
Wakalah ICP shall be utilised for the following
Shariah-compliant purposes:
(i) the TMS Group’s capital expenditure

requirement;
(ii) refinancing of maturing Sukuk Wakalah ICP

issued under the ICP Programme;
(iii) the required deposit amount into the Sukuk

Trustees’ Reimbursement Account - ICP; and
(iv) fees, cost and expenses payable under the ICP

Programme.
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(2) Status : The Sukuk Wakalah ICP, pursuant to the relevant
Transaction Documents, will constitute direct,
unconditional and secured obligations of the Issuer
and at all times rank pari passu in all respects
amongst themselves and at least pari passu with the
claims of all the Issuer’s unsecured and
unsubordinated creditors, except for obligations
mandatorily preferred by law generally and the
Transaction Documents.
(3) Periodic Distribution : The Sukuk Wakalah ICP may be issued with or
Rate without Periodic Distributions.
The periodic distribution rate for each of the Sukuk

Wakalah ICP with Periodic Distributions (“Periodic
Distribution Rate”) shall be a fixed or float rate and
shall be determined prior to each issuance of the
Sukuk Wakalah ICP.
The “Expected Periodic Distribution Amount” on

any relevant Periodic Distribution Date is calculated
at the Periodic Distribution Rate on the nominal value
of the relevant tranche of the Sukuk Wakalah ICP
based on the Periodic Distribution Basis (as defined
below).
(4) Periodic Distribution : For Sukuk Wakalah ICP with Periodic Distributions,
Frequency the Issuer shall pay the Periodic Distribution on semi-
annual basis or such other period of frequency to be
mutually agreed between the Issuer and the LM prior
to each issuance of the Sukuk Wakalah ICP.
(5) Periodic Distribution : Actual/365 days.

Basis
(6) Form and : Form

denomination
The Sukuk Wakalah ICP shall be issued in
accordance with the:
(1) Operational Procedures for Securities Services

and Operational Procedures for Ringgit
Settlement in the Real Time Electronic Transfer
of Funds and Securities System issued by
PayNet or its successor-in-title or successor in
such capacity ("PayNet Procedures"); and
(2) Participation and Operation Rules for Payment

and Securities Services issued by PayNet or its
successor-in-title or successor in such capacity
("PayNet Rules") (Paynet Procedures and
Paynet Rules are collectively referred to as
"PayNet Procedures and Rules" as amended
and/or substituted from time to time).
109
Each tranche of the Sukuk Wakalah ICP shall be
represented by a global certificate to be deposited
with BNM, and is exchanged for definite bearer form
only in certain limited circumstances.
Denomination
The denomination of the Sukuk Wakalah ICP shall be

Ringgit Malaysia One Million (RM1,000,000.00) or in
multiples of Ringgit Malaysia One Million
(RM1,000,000.00) at the time of issuance.
(7) Issue Price : The Sukuk Wakalah ICP may be issued at par or at a
discount to the nominal value and shall be determined
by the Issuer prior to each issuance of the Sukuk
Wakalah ICP. The issue price shall be calculated in
accordance with Paynet Procedures and Rules.
(8) Trust asset : The Trust Assets shall comprise:
(i) the Sukuk Proceeds;
(ii) the Wakalah Portfolio (which shall comprise the

Shariah-compliant Business and the
Commodity Murabahah Investment); and
(iii) the rights, title, interest, entitlement and benefit

in, to and under the Transaction Documents.
(9) Taxation : All payments by each Relevant Party shall be made

without withholding or deductions for or on account of
any present or future tax, duty or charge of whatsoever
nature imposed or levied by or on behalf of Malaysia, or
any other applicable jurisdictions, or any authority
thereof or therein having power to tax, unless such
withholding or deduction is required by law, in which
event the Relevant Party shall be required to make
such additional amount so that the payee would
receive the full amount which the payee would have
received if no such withholding or deductions are
made.
(10) Sukuk Trustees’ : The Issuer shall open and maintain an Islamic
Reimbursement account designated as “Sukuk Trustees’
Account Reimbursement Account - ICP” (“Sukuk Trustees’
Reimbursement Account - ICP”) in which a sum of
RM30,000.00 (“Sukuk Trustee Reimbursement
Account Deposit”) shall be deposited therein. The
Sukuk Trustees’ Reimbursement Account - ICP shall
be operated by the Sukuk Trustee and the monies
shall only be used strictly by the Sukuk Trustee in
carrying out its duties in relation to the occurrence of
a Dissolution Event as provided in the Trust Deed.
110
in the Sukuk Trustees’ Reimbursement Account - ICP
shall be maintained at all times as long as there is
any amount outstanding under the ICP Programme.

may be invested in Permitted Investments, with profit
from the investment to accrue to the Issuer. The
Sukuk Trustee Reimbursement Account Deposit shall
be returned to the Issuer upon full redemption of the
Sukuk Wakalah ICP provided there is no Dissolution
Event.
(11) Transaction : The Transaction Documents shall include the

Documents following:
(1) the Programme Agreement;

(2) the Trust Deed;
(3) the Securities Lodgement Form;
(4) the Subscription Agreement(s);
(5) the Security Documents;
(6) the Corporate Guarantee;
(7) the relevant Islamic documents; and
(8) such other agreements as may be advised by
the Solicitor.
(12) Issue Tenure The tenure of each Sukuk Wakalah ICP to be issued
under the ICP Programme shall be for a period of
less than one (1) year as the Issuer may elect,
provided that the relevant Sukuk Wakalah ICP mature
on or prior to the expiry of the ICP Programme.
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SECTION 3 CORPORATE INFORMATION OF THE ISSUER
3.1 BACKGROUND
The Issuer was incorporated in Malaysia on 10 May 2013 under the laws of Malaysia
as a private company limited by shares under its present name.
The registered address of the Issuer is No. 47, Jalan Bukit Indah 3/21, Bukit Indah,
68000 Ampang, Selangor Darul Ehsan.
The business address of the Issuer is B-48, Lorong IM 8/33, Taman Mahkota Putra,
25200 Kuantan, Pahang Darul Makmur.
3.2 PRINCIPAL ACTIVITIES
The objects of the Issuer are:
(1) To undertake fund raising exercise(s) via issuance of Ringgit denominated

sukuk, pursuant to which the Issuer will issue sukuk from time to time and to
enter into any transaction and arrangement and to do all such other things as
may be deemed incidental or conducive thereto; and
(2) To undertake activities and carry into effect all such acts and transaction
pursuant to or that are not inconsistent with its obligations contained in the
transaction documents in respect of the sukuk (and any supplemental or
further or altered agreement thereto).
3.3 SHARE CAPITAL AND SHAREHOLDER
The issued and paid-up share capital of the Issuer as at 31 August 2018 is RM2.00
divided into 2 ordinary shares, all held by TMS.
3.4 PROFILE OF DIRECTORS
As at 31 August 2018, the Board of the Issuer and their respective profiles are as
follows:
Name of Directors Profiles
Tengku Dato’ Muhamad Mazlan Bin 60 years of age – Malaysian.

Tengku Putera Zainal Abidin (“Tengku
Dato’ Muhamad Mazlan”) Tengku Dato’ Muhamad Mazlan has
wide working experience overseas
(United Kingdom) in the information
technology and management accounting
related work. From 1986 to 2000, he was
the company accountant for A-Z
Electronic Limited and PC Delas 2000
and he was a consultant in information
technology and management accounting
with Anwar Chaudhary & Co.
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He also holds directorships in private

owned companies involved in various
activities including property, plantation
and construction.
Dato’ Mohd Pathil Bin Ahmad (“Dato’ 56 years of age – Malaysian.

Mohd Pathil”)
Dato’ Mohd Pathil was an entrepreneur
on his own and prior to the formation of
TMX, he was attached to a Spanish
based telecommunication infrastructure
company, Isolux Wat SA, which was also
involved in the setting up of
communication system for the Kuala
Lumpur City Centre.
Dato’ Mohd Pathil together with Raja

Dato’ Mufik Affandi Bin Raja Khalid and
Tengku Dato Muhamad Mazlan played
the key role in obtaining the NFP license
for TMX and was one of the pioneers in
the establishment of individual state NFP
individual license and the formation of
TMX.
Dato’ Azman Bin Omar (“Dato’ Azman”) 54 years of age – Malaysian.
Dato’ Azman is also a director of Touch

Group and TMSM.
Dato’ Azman is a fellow of the

Association of Chartered Certified
Accountants.
Dato’ Azman has more than 30 years

working experience in various industries
including telecommunication,
manufacturing and construction.
113
SECTION 4 CORPORATE INFORMATION OF THE GUARANTORS
4.1 CORPORATE INFORMATION
4.1.1 Corporate History
(a) TMS
TMS was incorporated in Malaysia on 8 August 2006 under the laws of

Malaysia as a private company limited by shares under its present name.
The registered address of TMS is No. 47, Jalan Bukit Indah 3/21, Bukit Indah,
The business address of TMS is B-48, Lorong IM 8/33, Taman Mahkota

Putra, 25200 Kuantan, Pahang Darul Makmur.
Historically, TMS has completed various projects and achieved the following
milestones:
Year Event
2008 TMS was awarded with the NFP and NSP licenses by
MCMC.
2009 TMS completed the dark fibre installation along the Lebuh
Raya Pantai Timur (LPT) Highway and Kuala Lumpur –
Karak Highway, which began from Gombak to Bandar
Indera Mahkota covering a stretch of over 273 kilometres.
2010 TMS entered into a collaboration with Telekom Malaysia

Berhad and was awarded with a contract to build, own and
operate wifi related equipment for 600 points.
2011 TMS purchased the Penchala Link dark fibre networks from
Celcom (Malaysia) Berhad, covering a stretch of over 1.1
kilometres.
2012 TMS acquired MESB Berhad‘s 55% stake Dynamic

Communication Link Sdn Bhd (now known as TMSM), and
later that year, was awarded with the setting up of
broadband access for the “Kampung Tanpa Wayar” project
involving 83 sites by MCMC, valued at RM 8,500,000.00.
TMS became a wholly-owned subsidiary of Touch Group.
2013 Celcom Networks Sdn Bhd entered into a dark fibre

contract for fiberisation of (i) LPT Highway – from Gombak
to Kuantan and (ii) from Genting Sempah to Genting
Highland with TMS.
2014 TMS entered into a 3 year contract with TT Dotcom Sdn

Bhd for the provision of dark fibre and way-leave rights at
the designated area along the LPT Highway.
114
Year Event
2015 Genting Malaysia Berhad entered into a right of way and

open access agreement with TMS where Genting Malaysia
Berhad agreed to grant a non-exclusive right of way to
TMS to solely enable TMS to trench, lay, install,
commission, operate, maintain, repair and remove the fibre
optic cables and associated equipment (including cabinets)
on, over and under the designated portions of the land in
Daerah Ulu Selangor, Mukim Batang Kali, Selangor and in
Daerah Bentong, Pahang.
2017 The master collaboration agreement and specific terms and

conditions for the collaboration between TMS and Telekom
Malaysia Berhad for the smart centralised radio access
network (“Smart CRAN”) services for Putrajaya was
executed, where TMS will contribute its expertise in the
provision street pole structures and telecommunication
equipment, the common sharing of antenna and other
specialised equipment.
Further, TMS was awarded with a project in Perak by the

MCMC for the construction and maintenance works for 11
telecommunication tower sites valued at RM9,590,000.00.
2018 TMS was granted a letter of award by DNSB dated 12 April

2018 and entered into a master service agreement dated
26 September 2018 for the provision of indefeasible right of
use of fiber optic cores (128 cores) and operation and
maintenance and site rental for the link from Endau to Tol
Gombak in accordance to the terms therein. The term of
the right of use shall be for a period of twenty five (25)
years and shall commence from the ready for service date.
(b) TMX
TMX was incorporated in Malaysia on 7 August 2003 under the laws of

Malaysia as a private company limited by shares under the name of Tower
Media Sdn Bhd. TMX assumed its present name on 29 August 2003.
The registered address of TMX is No. 47, Jalan Bukit Indah 3/21, Bukit Indah,
The business address of TMX is B-48, Lorong IM 8/33, Taman Mahkota

Putra, 25200 Kuantan, Pahang Darul Makmur.
Historically, TMX has completed various projects in Pahang and achieved the
following milestones:
115
Year Event
2005 TMX was awarded the NFP license by MCMC.
Raja Dato’ Mufik Affandi Bin Raja Khalid and Tengku Dato’
Muhamad Mazlan transferred all of their shares in TMX to
members of the Pahang royal family and Yayasan Pahang.
TMX completed the construction of 47 telecommunication
structures.
2006 - 2008 TMX completed the construction of an additional 171

telecommunication structures, bringing the total number of
telecommunication structures constructed as at end of 2008
to 218.
2009 TMX was awarded with a contract by the MCMC for the
construction and maintenance works for 50
telecommunication structures valued at RM82,000,000.00.
In 2009, a total of 24 telecommunication structures were

completed, bringing the total number of telecommunication
structures constructed and owned by TMX as at end of 2009
to 242.
2010 TMX was awarded with another contract by the MCMC for
the construction of 30 telecommunication structures valued
at RM26,800,000.00. In addition to the construction contract,
several telecommunications companies have awarded
maintenance contracts for the said 30 telecommunication
structures to TMX.

to 266.
2011 TMX was awarded with its third contract by the MCMC for
the construction of 23 telecommunication structures valued
at RM18,700,000.00. In addition to the construction contract,
several telecommunications companies have awarded
maintenance contracts for the said 23 telecommunication
structures to TMX.
A further 62 telecommunication structures were completed

by TMX, bringing the total number of telecommunication
to 328.
116
Year Event
2012 TMS acquired 80% of TMX’s shares from the members of

the Pahang royal family. TMX was awarded with its fourth
contract by the MCMC for the construction of 15
telecommunication structures valued at RM13,100,000.00. In
addition to the construction contract, several
telecommunications companies have awarded maintenance
contracts for the said 15 telecommunication structures to
TMX.

to 343.
2014 TMX entered into fiberisation arrangement with Telekom

Malaysia Berhad pursuant to letters of offer issued from time
to time for right of way.

structures constructed by TMX as at end of 2014 to 362.
2015 TMX renewed its NFP license with the MCMC for an
additional 5 years.

structures constructed by TMX as at end of 2015 to 406.
2016 - 2017 TMX completed the construction of an additional 63

telecommunication structures, bringing the total number of
telecommunication structures constructed as at end of 2017
to 469.
2018 As at 31 August 2018, TMX has surpassed the 500 mark

with the completion of a further 51 telecommunication
structures leading to the total number of telecommunication
structures constructed and owned by TMX to 520. In
addition, TMX has received new orders for 244
telecommunication structures.
Also as at 31 August 2018, the number of

telecommunication structures contracted and owned by
MCMC but constructed and operated by TMX stands at 118
structures.
117
(c) TMSM
TMSM was incorporated in Malaysia on 29 November 1995 under the laws of

Malaysia as a private company limited by shares under the name of Danau
Ilham Sdn Bhd, and underwent a change of name on 26 August 2005 to
Dynamic Communication Link Sdn Bhd. TMSM assumed its present name on
9 October 2014.
The registered address of TMSM is 10th Floor, Menara Hap Seng, No. 1 & 3
Jalan P. Ramlee, 50250 Wilayah Persekutuan Kuala Lumpur.
The business address of TMSM are (i) Suite 2.1, Level 2, K-Economy
Incubator Building, Lot 1, Melaka International Trade Centre, 75450 Ayer
Keroh, Melaka, and (ii) B-48, Lorong IM 8/33, Taman Mahkota Putra, 25200
Kuantan, Pahang Darul Makmur.
Historically, TMSM has achieved the following milestones:
Year Event
2012 TMS acquired 55% of MESB Berhad’s shares in Dynamic

Communication Link Sdn Bhd (now known as TMSM).
There was a total of 50 existing telecommunication
infrastructures in Melaka owned and maintained by TMSM
on the day of TMS’ acquisition of the said shares.
2013 Dynamic Communication Link Sdn Bhd (now known as

TMSM) executed a new project management agreement
with MICTH (“Project Management Agreement”) for the
appointment of TMSM by MICTH for the construction and
maintenance of any telecommunications structure and
related telecommunications infrastructures awarded to
MICTH in the state of Melaka under the contract
documents entered into by MICTH with various
telecommunication providers which have been using the
present and incoming telecommunication structures built by
TMSM.
2017 TMSM and MICTH have on 2 November 2017 entered into

a collaboration agreement (“Collaboration Agreement”)
for a term of twenty (20) years where TMSM and MICTH
shall participate in providing renting of the space or use of
the new telecommunication infrastructure developed by
TMSM to the telecommunications companies together with
the maintenance services by TMSM on the physical
infrastructure developed in the state of Melaka under the
Collaboration Agreement.
2018 TMSM was required to construct an additional 51

telecommunication infrastructures in Melaka pursuant to
the Collaboration Agreement whereby construction work is
still in progress.
118
4.1.2 Principal Activities
(a) TMS
TMS is principally engaged to transact businesses related to the internet and

electronic commerce industry.
(b) TMX
TMX is principally engaged to carry on business of a telecommunication

contractor and providing engineering expertise in the project management,
designing, supply, installation, operation and maintenance of
(c) TMSM
TMSM is principally engaged to act as a project manager for MICTH pursuant

to the project management agreement dated 10 June 2005 made between
TMSM and MICTH and to design, construct, erect and commission
telecommunication towers and/or other network facilities within the state of
Melaka.
4.1.3 Share Capital and Shareholding Structure
4.1.3.1 The issued and paid-up share capital of the Guarantors as at 31 August 2018 are as
follows:
(a) TMS
Issued and Paid-Up : RM25,000,000 divided into 14,100,000 ordinary

Share Capital shares and 10,900,000 preference shares
(b) TMX
Issued and Paid-Up : RM1,100,000.00 divided into 1,000,000 ordinary

Share Capital shares and 100,000 preference shares
(c) TMSM
Issued and Paid-Up : RM500,000.00 divided into 500,000 ordinary

Share Capital shares
4.1.3.2 The shareholdings of each of the Guarantors as at 31 August 2018 are as follows:
(a) TMS
Name No. of shares held % of shareholding
Touch Group Holdings 25,000,000 shares 100

Sdn Bhd (Company No. comprising of
786120-V) 14,100,000 ordinary
shares and 10,900,000
preference shares
119
(b) TMX
Touch Mindscape Sdn Bhd 880,000 shares 80

(Company No. 743499-T) comprising of
800,000 ordinary
shares and 80,000
preference shares
Yayasan Pahang (Enakmen 220,000 shares 20

No. 6/82) comprising of
200,000 ordinary
shares and 20,000
preference shares
(c) TMSM
Touch Mindscape Sdn Bhd 275,000 ordinary 55

(Company No. 743499-T) shares
Melaka ICT Holdings Sdn Bhd 125,000 ordinary 25

(Company No. 352993-A) shares
Haruman Ulung Sdn Bhd 50,000 ordinary 10

(Company No. 687005-U) shares
Darab Girang Sdn Bhd 50,000 ordinary 10

(Company No. 330059-T) shares
120
4.1.3.3 A diagram of the group structure of the TMS Group is as follows:
Note: Total Mobile Sdn Bhd and BTP Wireless Sdn Bhd are dormant companies
4.1.4 Profile of Directors
(a) TMS
As at 31 August 2018, the Board of TMS and their respective profiles are as
follows:
Raja Dato’ Mufik Affandi Bin 58 years of age – Malaysian.

Raja Khalid (“Raja Dato’
Mufik”) Raja Dato’ Mufik holds a Bachelor or
Economics with Honours from University of
Malaya and a Master’s in Public
Administration from Harvard University.
Raja Dato’ Mufik has extensive knowledge

and experience in the banking and finance
industry. He served in various positions in
BNM from 1983 to 1995 and thereafter
served as General Manager in TAS
Industries Sdn Bhd and Cempaka Finance
Bhd.
From 1997 to present, Raja Dato’ Mufik has

been holding the position as the Chief
Executive Officer of Shahzan House Group
and Gading Sari Group. He also sits on the
board of directors of Road Builder (M)
Holdings Sdn Bhd and other privately owned
121
companies. He is actively involved in a wide

range of businesses, including property
development, fund management, plantation
and construction related activities.
Tengku Dato’ Muhamad Please see profile in Section 3.4 of this

Mazlan Bin Tengku Putera Information Memorandum.
Zainal Abidin
Dato’ Mohd Pathil Bin Please see profile in Section 3.4 of this
Ahmad Information Memorandum.
(b) TMX
As at 31 August 2018, the Board of TMX and their respective profiles are as
follows:
Raja Dato’ Mufik Affandi Bin Please see profile in Section 4.1.4(a) of this
Raja Khalid Information Memorandum.

Zainal Abidin
(c) TMSM
As at 31 August 2018, the Board of TMSM and their respective profiles are as
follows:

Zainal Abidin
Dato’ Azman Bin Omar Please see profile in Section 3.4 of this
Information Memorandum.
122
Dato’ Norsabrina Binti Mohd 39 years of age – Malaysian.

Noor
Dato’ Norsabrina holds a Bachelor of
Science (BSc.) in Biology.
Dato’ Norsabrina is currently the chief

executive officer of Melaka Biotechnology
Corporation since her appointment in
January 2012. Previously, she was the chief
executive officer of MICTH from August 2009
to January 2012.
Datuk MD Sirat Bin Abu 59 years of age – Malaysian.
Datuk MD Sirat holds a Doctorate of

Philosophy (PhD) in Science Tourism and a
Master of Science in Tourism from University
Utara Malaysia and a Bachelor of Commerce
from the University of Newcastle, United
Kingdom.
Datuk MD Sirat was a member of the

Malaysian Parliament for the Bukit Katil
constituency in the state of Melaka. He holds
various position in non-governmental
organisations.
Dato’ Nur Azmi Bin Haji 51 years of age – Malaysian.

Ahmad
Dato’ Nur Azmi holds a Bachelor of
Management from the Open University
(Melaka).
He is currently the secretary in the executive

committee of the Local Government and
Urban Development for the state of Melaka
(Kerajaan Tempatan Sekitar dan
Pembangunan Bandar Negeri Melaka).
Shafrie Bin Abdullah 48 years of age – Malaysian.
Shafrie Abdullah is currently a regional

officer with the Melaka Islamic Religion
Council. Previously, Shafrie Abdullah was an
officer in the marketing department of
Electrolux Malaysia and a marketing
manager at Intelligent Computer Sdn Bhd.
123
Dr. Mohamed Sulaiman Bin 44 years of age – Malaysian.

Sultan Suhaibuddeen
Dr. Mohamed Sulaiman Sultan
Suhaibuddeen holds both a Doctorate of
Philosophy (PhD) and a Master in Computer
Science from Universiti Teknologi MARA,
and a Bachelor in Business Administration
from Universiti Kebangsaan Malaysia.
Dr. Mohamed Sulaiman is the Head of

MyGovernment Online Services Portal,
under the Office of the Chief Secretary to the
Government of Malaysia, in the Prime
Minister’s Department. The unit is
responsible for the governance and
coordination in matters of government online
services in Malaysia.
Prior to this, he served as the Head of State

of Information, Communications and
Technology (ICT) in Melaka and was
responsible in ensuring the state-wide ICT
planning and operations were at an optimum
and efficient level. Prior to joining the
Government, he was attached both
Government-linked companies and private
companies, holding some key positions in
the ICT industry.
Further, Dr. Mohamed Sulaiman is appointed

as an adjunct professor and advisor to
several institutes of higher learning.
4.1.5 Key Senior Management
As at 31 August 2018, the key senior management of the Guarantors and their
respective profiles are as follows:
Name of Key Senior Profiles

Management
Dato’ Azman bin Omar Please see Dato’ Azman’s profile in Section
3.4 of this Information Memorandum.
Muhammad Aminuddin Bin Musa Muhammad Aminuddin is the Group Chief

(“Muhammad Aminuddin”) Financial Officer for the Touch Group and has
served more than 2 years with the Touch
Group.
124
Name of Key Senior Profiles
Management
Muhammad Aminuddin is a fellow of the
Association of Chartered Certified
Accountants and a member of the Malaysia
Institute of Accountants.
Prior to joining the Touch Group, Muhammad

Aminuddin served more than 17 years from
1998, with the Siemens group of companies in
various financial management and corporate
roles. His last position was as Director and
Country Controller of Nokia Siemens
Networks Sdn Bhd. Prior to joining the
Siemens group of companies, he was with
Sapura Systems Malaysia as Head of Finance
and Administration department.
Johannis Bin Johari (“Johannis”) Johannis is the Group Chief Investment

Officer for the Touch Group and has served
more than 2 years with the Touch Group. He
is tasked to oversee the Touch Group’s
corporate finance, investment and strategic
planning related activities.
Johannis holds a Diploma in Accountancy

from UITM Shah Alam and a Bachelor of
Science degree in Applied Accounting from
Oxford Brookes University, the United
Kingdom. He is a fellow of the Association of
Chartered Certified Accountants and a
member of the Malaysia Institute of
Accountants.
Johannis began his career as an audit trainee

with PricewaterhouseCoopers and later as an
audit associate with BDO Binder before
joining the banking industry. Johannis has
almost 10 years of investment banking and
corporate finance experience gained when he
was a banker with MIDF Investment Bank
Berhad, Hong Leong Islamic Bank Berhad
and HSBC Bank Malaysia Berhad. Prior to
joining Touch Group, he was with NAZA
World group of companies as their Head of
Corporate Finance.
125
4.2 KEY FINANCIAL HIGHLIGHTS OF THE GUARANTORS
(a) TMS
The following are the key financial highlights of TMS based on its audited
financial statements for the three (3) financial years ended 31 December
2017:
Audited RM’ 000

Financial Year 31/12/2015 31/12/2016 31/12/2017
Ended
Revenue 17,262 20,361 35,388
Profit Before Tax 538 1,048 2,214
Profit After Tax 611 1,273 1,302
Cash and Bank 1,242 11,004 2,402
Balances
Total Assets 185,095 306,999 285,668
Total Liabilities 155,374 276,005 253,372
Borrowings 34,980 245,178 227,894
Shareholders’ 29,721 30,994 32,296
Funds
(b) TMX
The following are the key financial highlights of TMX based on its audited
2017:
Audited RM’ 000

Financial Year 31/12/2015 31/12/2016 31/12/2017
Ended (Restated)
Revenue 65,924 75,935 85,475
Profit Before Tax 26,323 20,407 29,482
Profit After Tax 19,605 15,263 22,633
Cash and Bank 14,993 17,562 14,860
Balances
Total Assets 215,078 221,306 194,059
Borrowings 7,659 - 518
Shareholders’ 117,185 132,448 155,081
Funds
126
(c) TMSM
The following are the key financial highlights of TMSM based on its audited
2017:
Audited RM’ 000

Financial Year 31/12/2015 31/12/2016 31/12/2017
Ended
Revenue 7,767 7,948 7,786
Profit Before Tax 2,527 723 1,857
Profit After Tax 1,918 1,709 577
Cash and Bank 1,239 1,596 4,996
Balances
Total Assets 23,634 24,748 26,069
Borrowings - - -
Shareholders’ 16,104 17,813 18,390
Funds
127
SECTION 5 BUSINESS OVERVIEW OF THE TMS GROUP
5.1 BACKGROUND
TMS constructs and leases telecommunication towers and operates and leases the
fibre optic trunks to the telecommunication service providers. It was awarded the
Network Facility Provider NFP, Network Service Provider NSP covering Malaysia.
TMX is a subsidiary of TMS. Construction and the lease of telecommunication towers

remain the core business of TMX. As a licensed Network Facility Provider (NFP)
since 2005, TMX owns and operates telecommunication infrastructures in Pahang
Darul Makmur. TMX is one of the leading providers of telecommunication
infrastructures in the state of Pahang. Based on the records of Shahzan Alam Muda
Sdn Bhd which is a Pahang state-appointed one-stop agency for registered sites as
at 31 August 2018, TMX has market share of approximately 31% of the sites while
the telecommunications companies have approximately 35% of the sites, MCMC has
19% of the sites and the other categories have approximately 15% of the sites in the
state of Pahang.
TMSM is a subsidiary of TMS and operates as a project management company in

Melaka and as a telecommunication infrastructure contractor to MICTH. TMSM has
signed the Project Management Agreement with MICTH to construct and maintain
any telecommunication structures and including related telecommunications
infrastructures awarded to MICTH in Melaka.
5.2 BUSINESS OPERATION
5.2.1 TMS
TMS was awarded with the NFP and NSP licenses by MCMC in 2008. The licenses
were renewed on 4 February 2018, and are valid until 3 February 2028. Under the
NFP license, TMS’ operations would involve ownership or provision of any network
facilities in Malaysia; and under the NSP license, the provision of any network service
subject to the conditions stated in the licenses.
Apart from the construction, ownership and provision of telecommunication

infrastructures to telecommunications companies in Malaysia, TMS provides fibre
optic network services to telecommunications companies.
As at 31 August 2018, TMS has entered into the fibre optic cable agreements as
described in Section 5.4 below, in relation to the provision of fibre optic network
services.
Such agreements involve the leasing by TMS to the relevant telecommunications

companies for the specified term of the rights to lease dark fibre optic cable(s) for the
provisioning of telecommunication services by the relevant telecommunications
companies to their customers. Under these fibre optic cable agreements, TMS is
typically obligated to procure the necessary way-leave rights for the designated areas
and the licenses, permits and/or prerequisites from the relevant local authorities, and
provide unconditional access to the telecommunications companies to undertake the
installation and activation of their telecommunication services at the designated
areas.
128
Pursuant to the terms of the individual fibre optic cable agreement, TMS may also
provide maintenance and support services to ensure the continuous provisioning of
dark fibre to the telecommunications companies. Such maintenance and support
services include but are not limited to periodic and routine maintenance works,
remedial maintenance works, preventive maintenance works, the committed fault
respond time, fault resolution time, frequency and resources allocation, where TMS is
required to provide efficient maintenance and support services in compliance with the
scope of work and service level agreement attached to the fibre optic cable
agreements. Where there is a failure by TMS on the aforesaid maintenance and
support services, the telecommunications companies may be entitled to deduct
payments due to TMS as penalty in accordance with the respective terms of the
service level agreements.
Notably, TMS and Genting Malaysia Berhad has entered into a right of way and open
access agreement on 30 April 2015 where Genting Malaysia Berhad has agreed to
grant a non-exclusive right of way to TMS to solely enable TMS to trench, lay, install,
commission, operate, maintain, repair and remove the fibre optic cables and
associated equipment (including cabinets) on, over and under the designated
portions of the land described in the said agreement; and to access the land for the
purposes of carrying out works from time to time by TMS’ employees and
contractors.
129
Further, TMS and Telekom Malaysia Berhad has entered into a master collaboration
agreement on 9 January 2017 with the intention of transforming both parties to be
pioneers of convergence providers in Malaysia by leveraging on the expertise and
capabilities of each party in relation to the business collaboration matters as set out
in the master collaboration agreement. TMS and Telekom Malaysia Berhad
subsequently executed the specific terms and conditions for the collaboration of the
Smart CRAN services for Putrajaya on 4 April 2017. The Smart CRAN is a new
solution of cellular network architecture for the future mobile network infrastructure,
particularly on Radio Access Network (RAN). It provides a centralised RAN
architecture that support 2G, 3G and 4G Long Term Evolution (LTE) systems and
future wireless communication standard, addressing huge capacity requirements,
space constraints as well as preserving aesthetic values of urban cities. Under the
said agreement, which includes the deployment of a close circuit televisions system
for monitoring purposes, TMS is obligated to conduct planning, design, deployment,
maintenance and the necessary security access for the infrastructure such as poles,
antenna, combiners, cabinets, power supply, battery or rectifiers; and/or any other
infrastructure relevant for the implementation of the centralised radio access network
services at the selected locations, or cell sites, in Putrajaya.
TMS was granted a letter of award by DNSB dated 12 April 2018 and entered into a
master service agreement dated 26 September 2018 for the provision of indefeasible
right of use of fiber optic cores (128 cores) and operation and maintenance and site
rental for the link from Endau to Tol Gombak in accordance to the terms therein. The
term of the right of use shall be for a period of twenty five (25) years and shall
commence from the ready for service date.
5.2.2 TMX
TMX has renewed its NFP license with MCMC effective from 25 January 2015, which
is valid until 24 January 2020. Under the NFP license, TMX’s operations would
involve the building and the subsequent maintenance of new telecommunication
towers in Malaysia, where TMX operates particularly in the state of Pahang.
On 28 April 2005, TMX entered into a license agreement with Celcom, Digi and
Maxis (collectively, the “Operators”) which was supplemented by a supplemental
agreement dated 26 June 2008, whereby TMX shall construct and license the use of
telecommunication towers to the Operators based on a set of pre-determined terms
and conditions. Under the said license agreement, the Operators shall be entitled to
execute and serve TMX a location criteria notice for a telecommunication tower. A
location criteria notice is a notice which identifies, among others, the preferred site of
a telecommunication tower, the Operators operating in the said telecommunication
tower as well as the planned height and structural loading of the telecommunication
tower. The said license agreement with the Operators is the main license agreement
for TMX and since then TMX has entered into other license agreements with other
telecommunications providers on similar basis of operations. The tenure of the
license agreements are ranging from 3 years to 15 years. Subject to the terms and
conditions of the license agreements, even if the license agreements have expired,
the Work Orders will still be subsisting.
130
Upon receipt of the notice, TMX shall provide the preferred site and arrange for a
joint survey with the Operators. If the site is confirmed by the Operators, TMX will
need to submit the necessary applications for the relevant local authorities’ approval
for the construction of the telecommunication tower. Where applicable, TMX is
responsible for entering into a tenancy agreement for the site. Once the approvals of
the relevant local authorities are granted, the Operators will issue a Work Order to
TMX, which confirms the Operators’ commitment to a site with respect to the location,
type and height of the telecommunication tower, monthly fee payable and the
scheduled hand-over date so that construction of the telecommunication tower can
commence.
After the delivery of the Work Order, TMX shall proceed to construct the
telecommunication towers and hand-over the telecommunication tower to the
Operators as evidenced by a certificate of acceptance. Upon the hand-over, TMX will
receive an income stream for the duration of the license period. In the event there is
a delay in the scheduled handover date of the telecommunication tower, liquidated
damages will be payable. Furthermore, TMX is responsible for taking out the relevant
insurance coverage in relation to the telecommunication towers.
As at 31 August 2018, TMX has completed and rented out approximately 520
telecommunication structures in Pahang to the Operators. In addition, TMX has
received 244 new site orders from various telecommunications companies pursuant
to the existing license agreements entered into between TMX and the said
telecommunications companies. Approximately 31% of the new site orders as at 31
August 2018 were issued by the Operators and 65% of the new site orders were
issued by U Mobile, with the remaining site orders issued by Webe.
Further, TMX is in discussions with U Mobile for co-sharing of an additional 108 sites
in 9 different districts in Pahang in 2018.
5.2.3 TMSM
Pursuant to the Project Management Agreement, TMSM operates on the instruction

of MICTH for the construction and maintenance of any telecommunications structure
and related telecommunications infrastructure awarded to MICTH under the contract
documents entered into by MICTH with various telecommunication providers in
Melaka which have been using the present and incoming telecommunication
structures built by TMSM. TMSM is given the priority to construct, erect, control,
maintain and commission any existing and/or future telecommunications structure
and infrastructures and thereafter the management and maintenance of the same
and other network facilities on various sites of Melaka.
As at 31 August 2018, in addition to the existing 52 sites telecommunication

structures, TMSM has been instructed to construct and maintain 51 new sites (based
on new Work Orders issued) in Melaka pursuant to the Project Management
Agreement, where approximately 61% of the new sites orders were issued by the
Operators and the remaining is from U Mobile and others.
131
5.3 LICENSES, CERTIFICATES AND APPROVALS
As at 31 August 2018, details of the licenses, certificates and approvals obtained by

the Guarantors are set out below:
(a) TMS
(i) Individual License pursuant to Sections 34 and 126 of the CMA
Issuing Entity Ministry of Communications and Multimedia

Malaysia
License / Reference Serial No.: 4

No. License No.: NFP/I/2000/345
Effective Date of 4 February 2018 – 3 February 2028

License and Expiry
Purpose of License The license is granted to TMS to own or

/ Approval provide any network facilities subject to the
conditions stated in the license.
Salient Terms and A. Standard License Conditions:

Conditions
 The licensee shall be a company that is
incorporated in Malaysia.
 The licensee shall notify the Ministry of

Communications and Multimedia
Malaysia of any changes in the
substantial shareholdings of the licensee
as defined under the Companies Act
1965, or any amendment or replacement
enacted thereafter.

Malaysia of any joint ventures or
consortiums, which it enters into with
any other licensees after the grant of the
license.
 The licensee shall in respect of all

apparatus, equipment and installations
possessed, operated, maintained or
used under the license, take all proper
and adequate safety measures to
safeguard life or property, including
exposure to any electrical emission or
radiation emanating from the apparatus,
equipment or installations so used.
132
 The licensee shall take reasonable steps
to ensure that the charging mechanism
used in connection with any of its
network facilities is accurate and reliable
in all material aspects.
 The licensee shall observe and comply

with the special rate regulation regime
as may be determined by the Ministry of
Malaysia under Section 200 of the CMA.
Special or Additional License conditions:
 In the event the licensee wishes to

provide any network facilities other than:
(a) Fixed links and cables;

(b) Radiocommunications transmitters
and links; and
(c) Towers, poles, ducts and pits used
in conjunction with other network
facilities,
the licensee shall obtain the prior written

approval of the Ministry of
Malaysia before commencing any such
facilities.
 If the licensee wishes to suspend

provision of any of the facilities being
provided, the licensee shall give not less
than 2 months’ notice in writing to the
Ministry of Communications and
Multimedia Malaysia and to MCMC
informing them of the same.
 The licensee shall recommence the

provision of the suspended facilities not
later than 4 months from the date of its
suspension.
 However, the Ministry of

Malaysia may, upon an application being
made, grant an extension of time to the
licensee if the Ministry of
Malaysia is satisfied that there are good
reasons for its continued suspension.
 The licensed area shall be Malaysia.
133
 The licensee shall be subject to the
applicable annual license fee which is
equivalent to 0.5% of gross turnover less
the applicable rebates, provided that the
applicable annual license fee shall not
be less than 0.15% of the gross turnover
of the preceding financial year of the
licensee or Fifty Thousand Ringgit,
whichever is greater. The applicable
annual fee shall be paid to the MCMC.
 The licensee shall from time to time

inform the MCMC and provide such
additional information as the MCMC may
reasonably require about any proposals
for changes to the licensee’s network
facilities.

Malaysia in writing of any restructuring
or rationalisation of the licensee’s
corporate structure.
 Foreign shareholding, if any, in the

licensee shall not be more than 49%.
 The licensee shall ensure that the

Bumiputera equity in the licensee is not
less than 30% for so long as the
licensee remains a private company or a
public company as defined under the
Companies Act 1965, or any
amendment or replacement enacted
thereafter and is not listed on Bursa
Malaysia.
 The licensee shall permit

interconnection with the licensee’s
network facilities under terms and
conditions which may be determined
and/or approved by the MCMC.
 The licensee shall comply with any

determination made by the MCMC on
universal service provision.
134
(ii) Individual License pursuant to Sections 34 and 126 of the CMA

Malaysia

No. License No.: NSP/I/2000/315
Effective Date of 4 February 2018 – 3 February 2028

License and Expiry
Purpose of License The license is granted to TMS to provide any

/ Approval network service subject to the conditions
stated in the license.

Conditions
 The licensee shall notify the Minister of

any changes in the substantial
shareholdings of the licensee as defined
under the Companies Act 1965, or any
amendment or replacement enacted
thereafter.

consortiums, which it enters into with any
other licensees after the grant of the
license.

possessed, operated, maintained or used
under the license, take all proper and
adequate safety measures to safeguard
life or property, including exposure to any
electrical emission or radiation emanating
from the apparatus, equipment or
installations so used.

used in connection with any of its network
services are accurate and reliable in all
material aspects.
135
with the special rate regulation regime as
may be determined by the Ministry of
B. Special or Additional License

conditions:
 If the licensee wishes to suspend any of

the services being provided, the licensee
shall give not less than 2 months’ notice
in writing to the Ministry of
Malaysia and to the MCMC informing
them of the same.

provision of the suspended service or
services not later than 4 months from the
date of its suspension.
 However, the Ministry of Communications

and Multimedia Malaysia may, upon an
application being made, grant an
extension of time to the licensee if the
Multimedia Malaysia is satisfied that there
are good reasons for its continued
suspension.
 The licensee shall be subject to the

applicable annual license fee shall not be
less than 0.15% of the gross turnover of
the preceding financial year of the
licensee or Fifty Thousand Ringgit,
whichever is greater.
 The applicable annual fee shall be paid to

the MCMC.

Malaysia in writing of any restructuring or
rationalisation of the licensee’s corporate
structure.
136
 The licensee shall permit interconnection
with the licensee’s network services
under terms and conditions which may be
determined and/or approved by the
MCMC.

services and/or means of access to such
services provided by the licensee.


less than 30% for so long as the licensee
remains a private company or a public
company as defined under the
Companies Act 1965, or any amendment
or replacement enacted thereafter and is
not listed on Bursa Malaysia.

(iii) Certificate of Registration of Company (Sijil Akuan Pendaftaran

Syarikat)
Issuing Entity Ministry of Finance Malaysia
License / Reference Certificate No.: K22038309101654451

No. Registration Reference No.: 357 - 02098110
Effective Date of 5 October 2016 – 4 October 2019

License and Expiry
Purpose of The certificate evinces the registration of

Certificate TMS with the Ministry of Finance Malaysia
for the supply or service in the various
sectors, fields and sub-fields detailed in the
certificate, subject to the conditions stated in
the certificate.
Salient Terms and TMS is registered with Ministry of Finance

Conditions Malaysia for the supply or service in the
following sectors, fields and sub-fields:
137
(i) Hospital Equipment and Utilities
(ii) Medical Equipment/ Utilities
(iii)Hardware (Low End Technology)
(iv) Computer Software, Operating System,
Database, Off-the-Shelf Packages
including Maintenance
(v) Multimedia – Products, Services And
Maintenance
(vi) Communication/ Broadcasting
Equipment
General Conditions
(1) TMS must ensure that the sectors

registered in the certificate do not
overlap with the sectors that have been
approved for any other companies
which:
(i) Has the same owner or board of

directors / directors, management
and employees; or
(ii) Operates in the same premise.
(2) Failure to comply with the registration

requirements, field code and/or
registration of TMS may lead to
suspension/cancellation of the certificate
and disciplinary action including
blacklisting against TMS, the owner and
the board of directors / directors without
notice if it is found that the information
provided is untrue.
Suspension/ Cancellation of Registration
The registration of TMS may be

suspended/cancelled if TMS is found to have
committed the following offences:
(1) TMS/owner/partners/ directors or any

management personnel has committed
a crime and is found guilty by the
Malaysian courts or foreign courts or is
found liable for a civil offence.
(2) TMS withdraws a bid before a tender is

considered or rejects an offer after it has
been made.
(3) TMS fails to perform its obligations

under the contracts that were entered
into between TMS and the Government
of Malaysia.
138
(4) TMS was found to have amended the
certificate with the intention to defraud or
otherwise.
(5) TMS allows the certificate to be misused

by other individuals or companies.
(6) TMS was found to have entered into a

price collusion with other companies
when bidding for Government tenders or
sub-contracts without the prior consent
of the relevant government agency(ies).
Government’s Rights
Certificates which are issued virtually are
Government property. The Government is
entitled to revoke/suspend/cancel the
registration if TMS is subjected to disciplinary
actions pursuant to the Treasury Circular
No.6 (2010) (Surat Pekeliling
Perbendaharaan Bilangan 6 Tahun 2010).
Participation in Government’s
Procurement
TMS is required to ensure that the
registration with the Ministry of Finance
Malaysia is valid throughout the duration of
an effective contract.
(iv) Certificate of Registration of Bumiputera Company (Sijil Akuan

Pendaftaran Syarikat Bumiputera)
License / Reference Certificate No.: BP22038309101654451

No. Registration Reference No.: 357 – 02098110
Effective Date of 5 October 2016 – 4 October 2019

License and Expiry
Purpose of The certificate evinces that TMS is

Certificate recognised as a Bumiputera company by the
Ministry of Finance of Malaysia, with
Bumiputera status, subject to the conditions
stated in the certificate.
Salient Terms and Conditions for Approval of the Certificate

Conditions
General Conditions
(1) TMS shall endeavour to maintain and
improve its position such that:
139
1.1 There shall be more than 51%
Bumiputera involvement or control
in equitable ownership, membership
of the board of directors, positions
of executive heads, managing
director or general manager, other
key positions, company staff at
management level and also TMS’
employees from time to time.
1.2 In majority, Bumiputera personnel

shall play an important role in TMS’
business, supervision of the running
of TMS’ business, financial
management, management and
important decision making and shall
represent TMS at meetings and
other official business of TMS.
(2) If there are any changes that affect the

conditions stated above, the Ministry of
Finance Malaysia shall be notified
immediately so as to allow an
amendment to be made in the registry
record.
(3) If the Ministry of Finance Malaysia

becomes aware of a breach of the
above conditions by TMS or that TMS
has surrendered its management and its
awarded contracts to other parties, then
the recognition of TMS as a Bumiputera
company shall be withdrawn and its
status shall be cancelled in the
ePerolehan system.

The Ministry of Finance Malaysia is entitled
to impose disciplinary action on TMS and to
cancel the information pertaining to the
registration of TMS if:
1.1 TMS is stripped of its Bumiputera status

or the same has been revoked and
cancelled in the ePerolehan system.
1.2 The registration of TMS is suspended or

1.3 There has been a breach of other

conditions which permits the withdrawal
and cancellation of the Bumiputera
status of TMS by the Ministry of Finance
Malaysia in the ePerolehan system.
140
Procurement
TMS is required to ensure that the

(b) TMX
(i) Individual License pursuant to Sections 34 and 126 of the CMA

Malaysia

No. License No.: NFP/I/2000/208
Effective Date of 25 January 2015 – 24 January 2020

License and Expiry
Purpose of License The license is granted to TMX to own or

/ Approval provide any network facilities subject to the
conditions stated in the license.

Conditions

Malaysia of any changes in the
substantial shareholdings of the
company as defined under the
Companies Act 1965.

consortiums, which it enters into with
any other licensees after the grant of the
license.

facilities.
141
Malaysia in writing of any restructuring
or rationalisation of the licensee’s
corporate structure.
 The licensee shall permit

interconnection with the licensee’s
network facilities under terms and
conditions which may be determined
and/or approved by the MCMC.


possessed, operated, maintained or
used under the license, take all proper
and adequate safety measures to
safeguard life or property, including
exposure to any electrical emission or
radiation emanating from the apparatus,
equipment or installations so used.

used in connection with any of its
network facilities is accurate and reliable
in all material aspects.

with the special rate regulation regime
as may be determined by the Ministry of
B. Special or additional License

conditions:
 The license is valid until 24 January

2020.
 In the event the licensee wishes to

provide any network facilities other than
towers, poles, ducts and pits used in
conjunction with other network facilities,
the licensee shall obtain prior written
approval of the Ministry of
Malaysia before commencing any such
facilities.
142
 If the licensee wishes to suspend
provision of any of the facilities being
provided, the licensee shall give not less
than 2 months’ notice in writing to the
Multimedia Malaysia and to the MCMC
informing them of the same.

provision of the suspended facilities not
later than 4 months from the date of its
suspension.
 However, the Ministry of

Malaysia may, upon an application being
made, grant an extension of time to the
licensee if the Ministry of
Malaysia is satisfied that there are good
reasons for its continued suspension.
 The licensee is subjected to the

applicable annual license fee shall not
be less than 0.15% of the gross turnover
of the preceding financial year of the
licensee of Fifty Thousand Ringgit,
whichever is greater.
 The applicable annual fee shall be paid

to the MCMC.


less than 30% for so long as the
licensee remains a private company or a
public company as defined under the
Companies Act 1965 and is not listed on
Bursa Malaysia.
 The licensee shall have 1 year from the

date of the license to ensure compliance
with the above condition.
143
 The Ministry of Communications and
Multimedia Malaysia may, upon an
application being made, grant an
extension of time to the licensee if the
Multimedia Malaysia is satisfied that the
licensee has taken reasonable steps
towards compliance.
(ii) Certificate of Registration of Company (Sijil Akuan Pendaftaran

Syarikat)
License / Reference Certificate No.: K22111980761629595

Effective Date of 5 August 2016 – 4 August 2019

License and Expiry
Purpose of The certificate evinces the registration of

Certificate TMX with the Ministry of Finance Malaysia
for the supply or service in the various
sectors, fields and sub-fields detailed in the
certificate, subject to the conditions stated in
the certificate.
Salient Terms and TMX is registered with Ministry of Finance

Conditions Malaysia for the supply or service in the
following sectors, fields and sub-fields:
(i) Equipment and domestic utensils

(including non-adhesives items)
(ii) Connection/ Telecommunication System
(iii) Connection/ Telecommunications
Accessories
(iv) Electronic Media (Not including printing
works)
General Conditions
(1) TMX must ensure that the sectors

registered in the certificate do not
overlap with the sectors that have been
approved for any other companies
which:
(i) Has the same owner or board of

directors / directors, management
and employees; or
(ii) Operates in the same premise.
144
(2) Failure to comply with the registration
requirements, sector code and/or
registration of TMX may lead to
suspension/cancellation of the certificate
and disciplinary action including
blacklisting against TMX, the owner and
the board of directors / directors without
notice if it is found that the information
provided is untrue.
The registration of TMX may be

suspended/cancelled if TMX is found to have
committed the following offences:
(1) TMX/owner/partners/ directors or any

management personnel has committed
a crime and is found guilty by the
Malaysian courts or foreign courts or is
found liable for a civil offence.
(2) TMX withdraws a bid before a tender is

considered or rejects an offer after it has
been made.
(3) TMX fails to perform its obligations

under the contracts that were entered
into between TMX and the Government
of Malaysia.
(4) TMX was found to have amended the

certificate with the intention to defraud or
otherwise.
(5) TMX allows the certificate to be misused

by other individuals or companies.
(6) TMX was found to have entered into a

price collusion with other companies
when bidding for Government tenders
sub-contracts without the prior consent
of the relevant government agency(ies).
Government’s Rights
Certificates which are issued virtually are
Government property. The Government is
entitled to revoke/suspend/cancel the
registration if TMX is subjected to disciplinary
actions pursuant to the Treasury Circular
No.6 (2010) (Surat Pekeliling
Perbendaharaan Bilangan 6 Tahun 2010).
145
Procurement
TMX is required to ensure that the
(iii) Certificate of Registration of Bumiputera Company (Sijil Akuan

Pendaftaran Syarikat Bumiputera)
License / Reference Certificate No.: BP22111980761695995

Effective Date of 22 November 2016 – 4 August 2019

License and Expiry
Purpose of The certificate evinces that TMX is

Certificate recognised as a Bumiputera company by the
Ministry of Finance of Malaysia, with
Bumiputera status, subject to the conditions
stated in the certificate.
Salient Terms and Conditions for Approval of the Certificate

Conditions
General Conditions
(1) TMX shall endeavour to maintain and
improve its position such that:
1.1 There shall be more than 51%

Bumiputera involvement or control
in equitable ownership, membership
of the board of directors, positions
of executive heads, managing
director or general manager, other
key positions, company staff at
management level and also TMX’s
employees from time to time.
1.2 In majority, Bumiputera personnel

shall play an important role in
TMX’s business, supervision of the
running of TMX’s business, financial
management, management and
important decision making and shall
represent TMX at meetings and
other official business of TMX.
146
(2) If there are any changes that affect the
conditions stated above, the Ministry of
Finance Malaysia shall be notified
immediately so as to allow an
amendment to be made in the registry
record.
(3) If the Ministry of Finance Malaysia

becomes aware of a breach of the
above conditions by TMX or that TMX
has surrendered its management and its
awarded contracts to other parties, then
the recognition of TMX as a Bumiputera
company shall be withdrawn and its
status shall be cancelled in the
ePerolehan system.

The Ministry of Finance Malaysia is entitled
to impose disciplinary action on TMX and to
cancel the information pertaining to the
registration of TMX if:
1.1 TMX is stripped of its Bumiputera status

or the same has been revoked and
1.2 The registration of TMX is suspended or

1.3 There has been a breach of other

conditions which permits the revocation
and cancellation of the Bumiputera
status of TMX by the Ministry of Finance
Malaysia in the ePerolehan system.
Procurement
TMX is required to ensure that the

(c) TMSM
TMSM does not require any licences, certificates or approvals for the conduct
of its business.
147
5.4 AGREEMENTS
(a) TMX
As at 31 August 2018, TMX has entered into the following license agreements:
No. Parties to Agreement Description of Agreement
1. License Agreement dated 28 April The agreement is in relation to the

2005 between Celcom (Malaysia) licensing by the TMX of the use of
Berhad, Digi Telecommunications Sdn the basic telecommunications
Bhd, Maxis Broadband Sdn Bhd and infrastructure including self-
TMX (Celcom, Digi and Maxis shall supporting towers, lightning
each be referred to as “Operator” and protection system, horizontal cable
collectively as “Operators”) and the gantry and such other
Supplemental Agreement No.1 dated infrastructure as specified in the
26 June 2008 to the License schedule in the agreement to the
Agreement dated 28 April 2005, made Operators without conferring any
between the Operators and TMX. rights of ownership on the
Operators.
2. Master License Agreement dated 16 The agreement is in relation to the

January 2008 between TMX as the granting by the licensor to the
licensor and Sapura Research Sdn licensee of a license in respect of
Bhd (“Sapura”) as the licensee the use of the telecommunications
structure for the purpose of the
licensee’s implementation and
operation of the government
integrated radio network system
on various sites.

May 2008 between TMX and Sapura granting by TMX to Sapura of
licenses in respect of the use by
Sapura of the telecommunication
structures on various sites without
conferring any rights of ownership
in Sapura in respect thereof.

December 2010 between TMX and implementation of a master
YTLC licensing program under which
YTLC shall be licensed to use all
the telecommunications structures
owned by TMX and related
infrastructure as may be jointly
identified, constructed and/or
otherwise secured under the
relevant tenancy agreement for
each proposed location.
148
5. Master License Agreement dated 5 The agreement is in relation to

September 2012 between TMX and TMX granting a license for Packet
Packet One Networks (Malaysia) Sdn One to use all the
Bhd (“Packet One”) telecommunication structures
owned by TMX and related
each proposed location upon the
terms and condition of the
agreement.

April 2016 made between TMX and U implementation of a master
Mobile licensing program under which U
Mobile shall be licensed by TMX to
use all the telecommunications
structures and related
each proposed location upon the
terms and condition of the
agreement.
7. Access Agreement dated 12 April The agreement sets out the

2016 and Mutual Non-Disclosure agreed terms and conditions on
Agreement made between TMX as the which infrastructure sharing
access provider and U Mobile as the service are offered by the access
access seeker provider to the access seeker
subject to the scope of their
respective licenses.
8. Letters of offer of various dates issued The letters of offer are in relation
by TMX to Telekom Malaysia Berhad to the installation of fibre optic
cable and/or antenna on various
sites located in Pahang.
149
(b) TMS
As at the date of this Information Memorandum, TMS has entered into the following
agreements:
1. Letter of Award dated 18 October The letter pertains to Celcom

2013 issued by Celcom Networks Networks awarding the dark fibre
Sdn Bhd (“Celcom Networks”) to leasing, sales and marketing
TMS in relation to the Dark Fibre collaboration contract to TMS, for
Leasing, Sales and Marketing fiberization of LPT Highway from
Collaboration; Supplemental Gombak to Kuantan; and
Agreement No. 1 dated 26 July fiberization from Genting Sempah
2016 made between Celcom to Genting Highlands; where TMS
Networks and TMS; and shall further assist and support
Supplemental Agreement No. 2 Celcom Networks to build its
dated 6 June 2017 made between sales and marketing network,
Celcom Networks and TMS point of sales and marketing
footprints in plantations areas
within the state of Pahang.
2. Facility Lease Agreement dated 21 The agreement is in relation to

January 2014 made between TT the leasing by TMS to TIME of
Dotcom Sdn Bhd (Company No. two cores of the dark fibre and
52371-A) (“TIME”) and TMS way-leave rights at the
designated area along the LPT
Highway for the provisioning of its
telecommunication services by
TIME to its customers.
3. Right of Way and Open Access The agreement pertains to the

Agreement dated 30 April 2015 grant by Genting of a non-
made between Genting Malaysia exclusive right of way to TMS to
Berhad (“Genting”) and TMS solely enable TMS to (i) trench,
lay, install, commission, operate,
maintain, repair and remove the
fibre optic cables on, over and
under the designated portions of
the land described in the
agreement; and (ii) access the
said land for the purposes of
carrying out the works, subject to
the terms and conditions set out
in the agreement.
4. Letter of Award dated 27 June 2016 The letter pertains to the leasing
issued by Maxis Broadband Sdn by Maxis from TMS of dark fibre
Bhd (“Maxis”) and accepted by TMS in accordance with the terms and
for Dark Fibre Leasing conditions contained in the letter,
for fiberisation from Genting
Sempah to Genting Highlands.
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5. Letters of offer of various dates The letters of offer are in relation

issued by TMS to Telekom Malaysia to the installation of fibre optic
Berhad cable and/or antenna on various
sites located in Pahang.
6. Letter of Award dated 12 April 2018 The letter and the Master Service
issued by DNSB and accepted by Agreement pertains to the
TMS and Master Service Agreement provision of the indefeasible right
dated 26 September 2018 of use of the fiber optic cores
(128 cores) and operation and
maintenance and site rental for
the link from Endau to Tol
Gombak.
7. Master Collaboration Agreement This agreement and specific

dated 9 January 2017 and the terms and conditions pertains to
Specific Terms and Conditions of the business collaboration
Smart CRAN services for Putrajaya between the parties of Telekom
Smart City dated 4 April 2017 Malaysia’s telecommunications
entered by TMS with Telekom product and services, fiberisation
Malaysia and any other related
telecommunication’s technology.
(c) TMSM
The Project Management Agreement pertains to the appointment of TMSM by

MICTH for the construction and maintenance of any telecommunications structure
documents entered into by MICTH with various telecommunication providers in the
State of Melaka which have been using the present and incoming telecommunication
structures built by TMSM. It is a term that TMSM is given the priority to construct,
erect, control, maintain and commission any existing and/or future
telecommunications structure and infrastructures (“the said Infra”) and thereafter to
manage and maintain the same and other network facilities on various sites in
Melaka. MICTH is a NFP and NSP license holder.
MICTH agreed to appoint TMSM as a build, operate and transfer associate for a fixed
period of 10 years (“Fixed Term”) whereby the commencement of the Fixed Terms
shall be as follows:
(a) For all telecommunication structures that have been built by TMSM prior to
the date of the Project Management Agreement, the period shall be from the
date of the Project Management Agreement; and
(b) For any telecommunication structures that are built by TMSM after the date of
the Project Management Agreement, the period shall be from the date of the
first payment received by TMSM as laid down in the Project Management
Agreement.
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MICTH and TMSM have agreed that all fees and monies derived from all
telecommunication structures built by TMSM prior to the Project Management
Agreement and/or from the rental of the said Infra by the incoming and future network
service provider shall be paid directly to a specified account opened by MICTH
(“MICTH Account”). Pursuant to a letter of instruction by MICTH to the relevant
network service providers, all payments for the rental of the said telecommunication
structures are to be paid directly to the MICTH Account. It is further agreed that
during the Fixed Term, TMSM shall pay RM1,000.00 per month for each of the said
Infra which is managed by TMSM under the Project Management Agreement.
TMSM and MICTH have on 2 November 2017 entered into a collaboration

agreement (“Collaboration Agreement”) for a term of twenty (20) years where
TMSM and MICTH shall participate in providing renting of the space or use of the
new telecommunication infrastructure developed by TMSM to the
telecommunications companies together with the maintenance services by TMSM on
the physical infrastructure developed in the state of Melaka under the Collaboration
Agreement. TMSM’s primary obligation under the Collaboration Agreement is to
provide financial resources and technical expertise, design, technology, build,
construction, installation, modification, operation and maintenance of the
telecommunication infrastructures. The leasing fees and revenue collected by
MICTH, after deducting all cost incurred by MICTH and TMSM shall be shared
between TMSM and MICTH in accordance with the ratio as set out in the
Collaboration Agreement.
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5.5 TELECOMMUNICATION INFRASTRUCTURE
There are several types of telecommunication infrastructure constructed by the

Guarantors, as listed and illustrated below:-
(i) Monopole tower;

(ii) Monopole aesthetic tower;
(iii) Three-legged tower;
(iv) Four-legged tower;
(v) Lampole;
(vi) Rooftop structures;
(vii) Minarets;
(viii) Small Cell;
(ix) Portable base transmission station;
(x) Rapid development structure (RDS).
Monopole 4 Legged 3 Legged Monopole Tree
Rooftop Lampole Minaret

Source: The Guarantors
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The lifecycle for the construction of a telecommunication structure is summarised as
below:
Process Workflow Description
A Location Criteria,  Telecommunications companies to service

Notice, Site location criteria notice to the
Survey Guarantor(s)/MICTH
 Details in the notice include type and
approximate location of the proposed
telecommunication structure to be constructed
 The Guarantor(s) will then conduct site search
of the proposed location
 Site Survey Report (“SSR”) will be issued by
the Guarantor(s) to the telecommunications
companies
B Site Confirmation  Upon receipt of the SSR, the Guarantor(s) will

conduct joint site survey (“JSS”) with the
telecommunications companies
 Upon satisfactory site survey, the
telecommunications companies will provide site
location confirmation to the Guarantor(s)
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Process Workflow Description
C Site Acquisition  Upon confirmation of site location, the

Guarantor(s) will identify land owner(s) to
initiate tenancy arrangement negotiations and
finalise tenancy agreement(s)
 In relation to state lands or lands owned by
governmental agencies, application for
occupation will be made to the relevant
authorities
D Site Submission  The Guarantor(s) to submit permit application

to the relevant agency for the proposed site(s)
 The relevant agency to process the application
and obtain necessary consents from
Department of Civil Aviation (DCA), fire
department, Tenaga Nasional Berhad, MCMC
and such other relevant agency (where and if
required) prior to submission to the local
authority
E Site Approval  Local authority to review and provide its

approval on the permit application
F Site Preparation  Upon receipt of permit approval, the

Guarantor(s) will construct the
telecommunication structure which shall involve
amongst others, civil, mechanical and
engineering works
G Hand Over Site  Upon completion of the proposed structure(s),

Construction the Guarantor(s) will hand over the completed
site(s) to the relevant telecommunications
companies
As at 31st August 2018, the number of telecommunication structures owned by the

Guarantors are as follows:
Type of Structure TMS TMX TMSM Total

Tower - 300 47 347
Lampole 1 142 3 146
Minaret - 1 - 1
Monopole - 23 1 24
Portable Base
Transceiver 14 11 - 25
Station
Rooftop 5 42 1 48
Small Cell 3 - - 3
Rapid
Development - 1 - 1
Structure
Total 23 520 52 595
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Note: The figures above do not include the 118 telecommunication structures contracted and
owned by MCMC but constructed and operated by TMX.
The self-supporting telecommunication structure constructed by the Guarantors will

only have basic features such as platform for generator, air conditioning power
supply, fencing system and entrance gate as well as lightning protection system
which are required to be in compliance with the requirements of MCMC and the
relevant public authorities. The telecommunication equipment, such as transmitter
and receiver devices shall have to be provided by the telecommunications companies
renting the telecommunication infrastructure.
The fee payment structure payable as provided under the License Agreements
depend on the height and the number of telecommunication companies sharing for a
telecommunication structure.
TMS is engaged in the business of constructing dark fibre optic cable networks. It
involves the installation of fibre optic cables currently lying dormant and not lit. Once
the telecommunication companies lease these cables from the Guarantors, these
fibre optic cables are then lit and becomes operational.
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The process flow for fibre optic network construction is as below:
i) Site Survey ii) Site Confirmation
iii) Site Acquisition & Construction

and Handover
Site Acquisition & Construction
Site Handover
Note: Telcos shall mean telecommunications companies
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The construction work of the telecommunication infrastructure and the fibre network
is sub-contracted to Touch Metal Sdn Bhd, a related company of the Issuer.
5.6 AWARDS AND RECOGNITIONS
TMX was awarded jointly by MCMC and the Ministry of Energy Water and
Communications (KTAK) as the “Best State Backed Company” under the “Anugerah
Program Time 2” (Time 2 Program Award) on 26 October 2007.
In 2016, TMX was awarded with the “Anugerah Syarikat Swasta Berprestasi Tinggi”
(High Performance Private Company Award) from the Pahang branch of the Royal
Malaysian Customs Department, in conjunction with the celebration of the 34th World
Customs Day celebration.
5.7 KEY CUSTOMERS
The key customers of the Guarantors are Maxis, Digi, Celcom, U Mobile, Webe,
YTLC and Telekom Malaysia.
As at 31st August 2018, the total Work Orders subsisting are as follows:
State TMS TMX TMSM Total

Kedah - 1 - 1
Pahang 123 1235 - 1358
Melaka 17 - 145 162
Putrajaya 5 - - 5
Kuala Lumpur 24 - - 24
Total 169 1236 145 1550
The breakdown of Work Orders according to the Guarantors’ key customers:
C
* Others consists of Webe, Sapura, Fiberail & PDRM
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5.8 FUTURE PLANS
The short term objective of TMS Group is to increase the number of

telecommunication infrastructures and its fibre optic network services based on its
existing Work Orders issued by the various telecommunications companies. In the
medium and long term, TMS Group plans to expand its businesses by providing
active equipment and operation and maintenance services to its existing clients.
Active equipment comprises of telecommunication equipment that is attached to the

telecommunication infrastructures which produce signals.
Maintenance works will include passive maintenance for telecommunication

infrastructure and active maintenance for telecommunication equipment.
Passive maintenance for telecommunication infrastructure includes the maintenance

of telecommunication infrastructures belonging to either third parties or TMS Group.
As at 31 August 2018, TMS is engaged in discussions with edotco Malaysia Sdn Bhd
and Telekom Malaysia Berhad for telecommunication infrastructure maintenance.
Active maintenance for telecommunication equipment refers to the maintenance of

TMS Group’s own telecommunication equipment, such as the Smart CRAN services
for Putrajaya. TMS intends to venture into third party telecommunication equipment
maintenance, upon familiarisation by the TMS Group in maintaining its own
Further, TMS is currently in discussions with several target companies for acquisition.
There are plans for TMS to become a fully integrated telecommunication
infrastructure provider.
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SECTION 6 INVESTMENT CONSIDERATIONS
An investment in the Sukuk Wakalah involves certain risks. Prospective investors of the
Sukuk Wakalah should consider carefully, in the light of their own financial circumstances
and investment objectives, the following factors, in addition to the matters set forth
elsewhere in this Information Memorandum, prior to investing in the Sukuk Wakalah. The
risk factors relating to the Sukuk Wakalah Programmes and TMS Group’s business and their
possible mitigating factors which are summarised below do not purport to be comprehensive
or exhaustive and are not intended to be a substitute or replacement for an independent
assessment of the risk factors that may affect the Sukuk Wakalah. Prospective investors are
strongly encouraged to undertake their own investigations and analysis on the Issuer, the
Guarantors and their businesses and the risks associated with the Sukuk Wakalah
Programmes.
Investors should also note that each series under the Sukuk Wakalah may carry different
risks and all investors should evaluate each series of the Sukuk Wakalah on its respective
merits. The information contained in this Information Memorandum includes forward-looking
statements, which implies risks and uncertainties. The Issuer's actual results could differ
materially from those anticipated in these forward-looking statements and/or otherwise
projected as a result of certain factors, including but not limited to those set forth in this
section. Prospective investors should read the detailed information set out elsewhere in this
Information Memorandum and reach their own views prior to making any investment
decision.
6.1 RISK FACTORS RELATING TO THE TMS GROUP
6.1.1 Expiry and termination of License Agreements and Work Orders
TMS and TMX have entered into the relevant License Agreements as set out in
Section 5.4 of this Information Memorandum. The main source of redemption of the
Sukuk Wakalah and the payment of the Expected Periodic Distribution Amount shall
be from the successful collection of the amount payable to TMX, TMS and TMSM by
the telecommunications companies pursuant to the Work Orders and the License
Agreements.
Each of the License Agreements and the Work Orders has a fixed term which is
subject to renewal as may be agreed between the parties thereto. There is no
assurance that the relevant counterparties continue to renew the License
Agreements and/or Work Orders upon expiry. There is also no assurance that the
License Agreements and the Work Orders, in the event the parties agree to renew/
extend the term, will be renewed immediately upon the expiry/within the renewal
period. The businesses of TMX, TMS and TMSM may be affected if the relevant
License Agreements and/or Work Orders have not been renewed or renewed on less
favourable terms to TMX, TMS and/or TMSM.
There is also no assurance that the Work Orders and the Project Agreements will not
be terminated. Although the Work Orders and the License Agreements are subject to
termination risks, they can only be terminated in limited set of events as stipulated in
the Project Agreements and as at 31 August 2018, no Work Order nor Licences
Agreement has been terminated by the relevant counterparties prior to its expiry.
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Where the telecommunications companies have elected for an early termination of
the respective Work Orders prior to their expiry, the telecommunications companies
would be subjected to various termination obligations pursuant to the individual terms
of the respective License Agreements or Work Orders, such as a requirement to
provide prior notice to the relevant Guarantor(s), the forfeiture of payments made by
the telecommunications companies towards the security deposit; and/or the
acceleration of payment of the entire license fee for the remaining unexpired portion
of the license term by the telecommunications companies, as agreed liquidated
damages.
Further as a mitigating factor, telecommunications companies would have mapped

out their entire network prior to issuing a Work Order hence should a particular Work
Order be terminated or unrenewed, it would result in disruption of the
telecommunication coverage of such telecommunications companies.
Furthermore, the telecommunications companies are required to comply with certain

standards on endpoint service availability being the percentage of effective calls
whether for an intra network call connection or an inter network call connection that
can be established and maintained between two cellular mobile devices pursuant to
the Commission Determination on the Mandatory Standards for Quality of Service
(Public Cellular Service), Determination No. 2 of 2002 issued by MCMC. In the event
the telecommunications companies fail to comply with such standards, they would be
liable under the CMA to a fine not exceeding one hundred thousand ringgit or to
imprisonment for a term not exceeding two years or to both.
6.1.2 License Agreements not entered into by TMS and the relevant
telecommunications companies
TMS has operated on various sites commissioned by relevant telecommunications

companies on the basis of Work Orders issued to TMS for the relevant services
without elaborated terms of a License Agreement. The terms which TMS is providing
its services may be uncertain or incomplete without a master License Agreement
governing the rights and obligations of the respective parties and TMS would only be
able to rely on the limited terms in the Work Orders in the event of any dispute.
While License Documents have not been entered, the telecommunications

companies have continued to occupy the sites and pay the license fee pursuant to
the letters of offer for rental of site and Work Orders entered into by TMS and the
respective telecommunications companies.
6.1.3 Non-exclusivity of the License Agreements
The License Agreements made between TMX, TMS and the various
telecommunications companies are generally entered into on a non-exclusive basis
and the License Agreements generally do not prevent any of the telecommunications
companies from entering into similar agreements with third parties duly licensed
under the CMA or preclude the telecommunications companies from building and/or
sharing infrastructure with any other parties and/or building its own infrastructure.
Hence, there may be no assurance that the telecommunications companies may not
elect to lease, rent or license telecommunications infrastructures owned by other
third parties duly licensed under the CMA, or build their own infrastructures.
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As a mitigating factor, despite the non-exclusive nature of the License Agreements,
to date, the telecommunications companies which have commenced the leasing,
renting or licensing of telecommunication structures from TMS or TMX have not
ceased from leasing, renting or licensing the said telecommunications infrastructure
from TMX or TMS. Although there can be no assurance that the telecommunications
companies would continue with the respective License Agreements with TMS or
TMX, the said telecommunications companies would be required to incur additional
costs in relocating their equipment from the telecommunications infrastructures
owned by TMS and TMX if the telecommunications companies elect to terminate the
relevant License Agreements or Work Orders with TMX or TMS. The
telecommunications companies have continued to occupy the sites and pay the
outstanding monthly license fee amounts due to the suitability of the relevant sites for
their network services. Any interruption to such occupation may result in a disruption
of network services to mobile cellular device users.
Further, despite the non-exclusive nature of the License Agreements, TMS and TMX
are experienced in the industry, having developed long term business relationships
with more than ten (10) years of working relationship with their major customers.
Such long term business relationships have enabled TMS and TMX to develop a
good understanding of their customers’ requirements and expectations, ensuring
continuity of business with their existing customers.
6.1.4 Regulatory risk
The TMS Group’s operations are subject to the jurisdiction of various governmental
agencies with respect to regulatory matters such as the Ministry of Communications
and Multimedia Malaysia and the MCMC. These regulations and requirements may
limit the TMS Group’s activities or result in high compliance costs. Any failure by the
TMS Group to comply with such regulations could result in material penalties being
imposed on the TMS Group. No assurance can be given that any future changes to
present regulation or any introduction of new regulation, or laws, by relevant
authorities will not have a material adverse impact on the TMS Group’s business,
such as an increase in the cost of compliance by the TMS Group pursuant to an
imposition of additional conditions on the licenses held by the TMS Group.
The licenses held by the TMS Group as at 31 August 2018 are described in Section
5.3 above, where the business activities of TMS and TMX are subject to such
licenses. The businesses of TMS Group are highly dependent on the licenses held by
the companies in TMS Group, where the provision of network facilities and network
services are licensable activities under the CMA.
There is no assurance that the licenses will not be suspended or terminated, or that
such licenses will be maintained or continued to be renewed, which may
consequently adversely affect the Guarantors’ ability to conduct its business or
operations or to make collections on the receivables from the telecommunications
companies.
As a mitigating factor, the NFP and NSP licenses of TMS have been renewed on 4
February 2018 by the MCMC and will continue to be in effect until 3 February 2028,
subject to the conditions in the said licenses and such licenses have continuously
been renewed since TMS obtained its NFP and NSP licenses. The NFP license of
TMX has been renewed with effective date from 25 January 2015 by the MCMC and
will continue to be in effect until 24 January 2020, subject to the conditions in TMX’s
NFP license and such license has continuously been renewed since TMX first
obtained its NFP license.
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In the event TMS Group enters into written agreements which are labelled as
“Access Agreements” and falls within the MCMC’s Determination on Access List and
Mandatory Standard on Access or which arise out of a Reference Access Offer, such
Access Agreements may be required to be registered with MCMC under Section 150
of the CMA. TMS Group will submit any of such Access Agreement to the MCMC for
registration, however there is no assurance that the Access Agreements entered into
by the TMS Group will be registered by the MCMC.
6.1.5 Dependency on major customers, License Agreements, Work Orders, the

Project Management Agreement and the Collaboration Agreement
The TMS Group derives a significant portion of its income from its major customers,
namely Maxis, Digi, Celcom and Telekom Malaysia. For the FYE 31 December 2017,
Maxis, DiGi, Celcom and Telekom Malaysia contributed an aggregate of
approximately seventy per centum (70%) of the TMS Group’s total revenue. The loss
of any major customers may adversely affect the TMS Group’s business, results of
operations, financial condition and prospects.
TMX operates on frame agreements namely License Agreements with its customers
who are not committed to issue Work Orders to TMX at any specific interval during
the duration of the License Agreements and such License Agreements do not have
any contract value assigned to them.
TMS operates on Work Orders with its customers who are not committed to issue
Work Orders to TMS at any specific interval.
An adverse change in TMS’ or TMX’s relationship and/or a negative perspective of its

services may result in a reduction or cessation of the Work Orders. If TMS or TMX is
unable to obtain other License Agreements or Work Orders in substitution, where
relevant, their businesses, results of operations and financial conditions may be
adversely affected. Despite the uncertainty in the License Agreements and Work
Orders, TMS and TMX have developed long term business relationships with its
major customers with more than ten (10) years of working relationship and such long
term relationships have enable TMS and TMX to develop a good understanding of its
customers’ requirements and expectations for the required telecommunication
infrastructure, ensuring continuity of business with its existing customers.
Pursuant to the Project Management Agreement, TMSM operates on the instruction

of MICTH for the construction and maintenance of any telecommunications structure
documents entered into by MICTH with various telecommunication providers in the
State of Melaka which have been using the present and incoming telecommunication
structures built by TMSM. TMSM is given the priority to construct, erect, control,
maintain and commission any existing and/or future telecommunications structure
and infrastructures and thereafter the management and maintenance of the same
and other network facilities on various sites of Melaka.
Pursuant to the Collaboration Agreement, TMSM and MICTH shall participate in

providing renting of the space or use of the new telecommunication infrastructure
developed by TMSM to the telecommunications companies together with the
maintenance services by TMSM on the physical infrastructure developed in the state
of Melaka.
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The Project Management Agreement and the Collaboration Agreement are
contractual in nature and there can be no assurance that the Project Management
Agreement or the Collaboration Agreement would be renewed upon their respective
expiry.
Despite the uncertainty, as at 31 August 2018, MICTH holds 25% of the shares in
TMSM and was involved in the conception of TMSM as a joint venture company.
Further, TMSM’s experience of approximately 13 years in the industry has enabled
TMSM to develop a good understanding of MICTH’s requirements and expectations,
thus ensuring continuity of business with MICTH, with the Collaboration Agreement
for a period of 20 years entered between TMSM and MICTH in 2017.
6.1.6 Collection risk
The primary sources of redemption of the Sukuk Wakalah and the payment of
periodic distributions shall be from the successful collection of the amount payable to
the Guarantors primarily by the specific telecommunications companies shown in the
table below pursuant to the Work Orders. There can be no assurance that the
payments due will be received on a timely manner and subject to any delays, which
may have a direct impact on the Issuer’s ability to service the payment obligations of
the Sukuk Wakalah under the Sukuk Wakalah Programmes.
Payment terms and amounts payable to TMS and TMX by the telecommunications
companies are governed by the respective License Agreements and/or Work Orders
made between or issued by the telecommunications companies to TMS or TMX while
payment terms and amounts payable to TMSM is set out in the Project Management
Agreement.
As a mitigating factor, the telecommunications companies who represent the majority

of the clients of TMS, TMX and MICTH have been accorded strong credit ratings as
follows:
Telecommunications Rating Latest Status

companies
Celcom Networks Sdn AA+ (MARC) Reaffirmed on 7 August

Bhd 2017
BGSM Management Sdn AA3 (RAM) Reaffirmed on 2 January

Bhd (parent company of 2018
Maxis)
DiGi AAA / P1 (RAM) Reaffirmed 8 January

2018
Telekom Malaysia AAA/P1 (RAM) Reaffirmed on 8 June

2018
Moreover, where the average tenancy rate per telecommunication infrastructure is

above 2 for collectively, TMS, TMX and TMSM, in the event that one
telecommunications company terminates its license of a particular site, or otherwise
fails to service the rent, TMS, TMX or TMSM (where applicable) would continue to
collect the rent from the remaining telecommunications companies which are
occupying the telecommunication infrastructure.
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6.1.7 Competition risk
There can be no assurance that there will be no other players who will provide the
same telecommunication facilities, as the NFP and NSP licenses held by the TMS
and/or TMX are non-exclusive and such other license holders can operate, if so
authorised under their respective licenses.
Despite the competition risk, TMS and TMX are experienced in the industry, having
developed long term business relationships with more than ten (10) years of working
relationship with their major customers. Such long term business relationships have
enabled TMS and TMX to develop a good understanding of their customers’
requirements and expectations, ensuring continuity of business with their existing
customers.
Pursuant to the Project Management Agreement, MICTH has appointed TMSM to

construct and maintain any telecommunications structure and related
telecommunications infrastructure awarded to MICTH under the contract documents
entered into by MICTH with various telecommunication providers in the State of
Melaka which have been using the present and incoming telecommunication
structure built by TMSM. TMSM is given the contractual priority to construct, erect,
control, maintain and commission any existing and/or future telecommunications
structure and infrastructures and thereafter the manage and maintenance of the
same and other network facilities on various sites of Melaka.
Further, as of date, TMS is the only provider of the Smart CRAN services where TMS
will contribute its expertise in the provision of street pole structures and
telecommunication equipment in Putrajaya.
6.1.8 Timely supply of products and services
The TMS Group’s revenue is mainly derived from its business of being an
infrastructure and fibre provider to the telecommunications companies in Peninsular
Malaysia including the state of Pahang and Melaka. The TMS Group’s ability to
continuously procure Work Orders is attributable to its ability to fulfil client’s
requirements based on specific quality, quantity and on a timely basis. Any failure or
delays on the TMS Group’s part may result in deferment or loss of revenue to the
TMS Group or its clients.
Occasionally, the TMS Group may face downtime due to weather, sub-contractor’s
manpower shortage and delay in delivery of supplies and equipment due to shipment
or production delays which are not within its control. However, the TMS Group keeps
supply of some of these pertinent equipment and supplies in order for the TMS Group
to continue delivering its services to its clients. The TMS Group also ensures that it
has adequate suppliers of materials and sub-contractors who will be able to provide
the TMS Group with the necessary supplies and perform tasks as required from time
to time.
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6.1.9 Technological changes
The telecommunication industry is highly competitive and highly dependent on

advanced technology. The providers of the telecommunication towers are exposed to
a number of risks common to all infrastructure sharing service providers including the
rapid development of technology advancement. There can be no assurance that the
Guarantors will be able to respond in a timely and cost effective manner to the
technological change.
Nevertheless in the near future, with the roll out of new telecommunication
technology and the increase in data usage amongst users as data and call rates are
competitively reduced, telecommunications companies see a need to also increase
their capacity and network coverage. For example, from a base station, third
generation (“3G”) or fourth generation (“4G”) coverage is relatively narrower which
require more nodes or connecting points than say GSM coverage. The increase in
the use of 3G or 4G services and data contents would require additional
infrastructure for such advancement or increase in use. Hence, whilst there is
consolidation of existing network infrastructure, new infrastructure will still be required
due to heavier usage and newer telecommunications technology.
Further, TMS Group has taken steps to collaborate with its clients, where TMS has
entered into a master collaboration agreement with Telekom Malaysia on 9 January
2017 with the intention of transforming both parties to be pioneers of convergence
providers in Malaysia by leveraging on the expertise and capabilities of each party.
Both parties have subsequently executed the specific terms and conditions for the
provision of Smart CRAN services for Putrajaya.
6.1.10 Approvals from local authorities
In order to construct the various infrastructure on which transmission equipment are

located, the approval of the local municipal authorities and state authorities (if the
sites are located on state owned land) are required. Given the rapid deployment of
the infrastructure required for such infrastructure and the long lead time generally
required for their approval, many of such infrastructures have been constructed prior
to the relevant approvals being obtained.
Whilst the TMS Group believes that this is in line with the common practice among
infrastructure providers in Malaysia, there is no assurance that the local municipal
authorities or state authority would (i) grant such approvals (with or without further
conditions); (ii) grant/renew the said approvals in a timely manner; and/or (iii) would
not take any action to shut down such sites and/or impose penalties to the TMS
Group for non-compliance. Any action by local municipal authorities or state authority
requiring the dismantling of such infrastructure may cause interruptions to the
operations of the TMS Group and increase costs which could have an adverse effect
on the business and operations of the TMS Group. However, the TMS Group have so
far been able to obtain the relevant approvals from the local municipal authorities or
state authority even after such infrastructure have been constructed and continuously
follows up with the relevant local municipal authorities or state authority in order to
obtain the relevant approvals.
As a mitigating factor, the telecommunication infrastructure are not permanent

fixtures and would be able to be relocated and cost of de-mobilisation, being the cost
of relocating the telecommunications infrastructure from the affected locations to a
new location, where considered in isolated cases, will not materially affect the
business of the TMS Group.
166
6.1.11 Tenancy Agreements which have expired
Under the relevant license agreements, the TMS Group is responsible to enter into a
tenancy agreement for the relevant site. The tenancy agreements are entered with a
fixed term and subject to renewal as may be agreed between the parties thereto.
There is no assurance that the landowners will renew the tenancy agreements upon
expiry.
Upon expiry of a tenancy agreement, a claim by the landowners could be brought

against a Guarantor for trespass if a Guarantor is found to be occupying and using
the land without consent or authority of the landowners. The Guarantor may be
required to remove the tower or infrastructure. Any action by the landowners
requiring the dismantling of such infrastructure may cause interruptions to the
operations of the relevant Guarantor and increase costs which could have an
adverse effect on the business and operations of the relevant Guarantor.
As a mitigating factor, pending renewal of any expired tenancies, the relevant

Guarantors have continued to pay the outstanding rental amounts pursuant to the
tenancy agreements entered into by the relevant Guarantors and the respective
landowners. Furthermore, the telecommunication infrastructure are not permanent
fixtures and would be able to be relocated and cost of de-mobilisation, being the cost
of relocating the telecommunications infrastructure from the affected locations to a
new location, where considered in isolated cases, will not materially affect the
business of the relevant Guarantors. However, there is no assurance that the
business of the Guarantors will not be affected by any termination of a significant
number of such tenancies pursuant to the said tenancy agreements.
In addition, due to multiple land owners (i.e. independent of each other), the
likelihood of all the tenancy agreements being terminated simultaneously is unlikely.
6.1.12 Adequacy of Takaful/insurance coverage
The telecommunication infrastructure of TMS Group are subject to risks associated

with natural disasters. Accidents, or damage to a significant number of
telecommunication infrastructures could require the TMS Group to make significant
capital expenditure and may have a material adverse effect on its operations or
financial condition.
Despite the risk of damage to the telecommunication infrastructures of the

Guarantors, the TMS Group has purchased insurance policies for fire, public liability
as well as commercial all risks. The TMS Group believes its current insurance
coverage undertaken is adequate for its business and level of operations.
Nonetheless, the TMS Group is unable to guarantee that its insurance coverage
would be adequate to cover the losses, damages or liabilities which it may incur in
the course of its business operations. To such extent any such risks are uninsured,
are not covered under the TMS Group insurance policies, or where the insurance
protection is not sufficient to cover such risk, the TMS Group may have to bear such
losses, damages or liabilities and consequently this may adversely affect TMS
Group’s business, results of operations, financial condition and prospects.
167
As a mitigating factor, since the start of operations, the TMS Group has not made a
claim on any of its insurance policies. The telecommunication infrastructures are built
and certified by independent professional engineers before a site is handed over to
the telecommunications companies for the commencement of their operations. The
telecommunication infrastructures are constructed in compliance with technical
standards imposed by the MCMC.
Further, the Guarantors routinely maintain all of their sites and keep their
telecommunication infrastructure in good repair and condition. As part of its
obligations under the License Agreements, TMX is required to maintain, upgrade,
repair or replace the telecommunication infrastructure in accordance with the terms
and conditions of the License Agreements. As such, the likelihood of an insurance
claim arising from neglect or poor maintenance of the Guarantors’ sites is reduced.
In addition, as the telecommunication infrastructures are geographically spread out

and situated in different states and federal territories in Malaysia, the likelihood of
damage or destruction to all the telecommunication infrastructures simultaneously is
unlikely.
6.1.13 Dependence on key personnel
Being in a highly specialised industry, the TMS Group’s continued success and future
performance is dependent to a large extent on its key management personnel and
experienced skilled workers with specialised skills, particularly in design and
engineering, project management and quality and safety assurance. The TMS Group
is managed by a team of qualified key management personnel, including experienced
skilled workers who have extensive knowledge and experience in the
telecommunication infrastructure provider industry. The loss of any of these
individuals, or failure to attract, recruit and retain appropriate replacements and
successors, may adversely affect the quality of the TMS Group’s services,
operational prospects, financial condition and ability to perform.
TMS Group is aware of such a risk and has in place retention tools such as on-the-
job training, succession planning and training and continuous professional
development initiatives by sending their key personnel for external courses. Further,
TMS Group actively recruits external professionals for the maintenance and
expansion of their existing talent pool. TMS Group also keeps in place reserve teams
whose members are able to replace key personnel upon resignation or temporary
absence, in order to ensure that there is a continuity in service to their clients.
168
6.2 RISKS RELATING TO THE SUKUK WAKALAH PROGRAMMES
6.2.1 Risk inherent to the Guarantors
During the tenure of the Sukuk Wakalah, the Guarantors shall as a continuing
obligation, jointly and severally guarantee, in favour of the Security Agent for and on
behalf of the Sukukholders, the payment of the sale price equivalent to the
commodity purchase price equivalent to such remaining proceeds of the relevant
Sukuk Wakalah after investment into the Shariah-compliant Business plus the profit
margin payable on deferred basis and the market value of the Shariah-compliant
Business up to an amount equivalent to the aggregate of the nominal value or the
accreted value of the Sukuk Wakalah (as the case may be) and the accrued but
unpaid Expected Periodic Distribution Amount. The payment under such guarantees
will be dependent upon the financial strength and the ability to pay of the Guarantors
and subject to the risk inherent to the business and operations of the Guarantors.
Each prospective investor is requested to conduct his/her/its own independent
assessment and evaluation of the Guarantors.
6.2.2 Issuer's ability to meet payment obligations under the Sukuk Wakalah
The Issuer is a special purpose vehicle and has no significant operating history or
material assets, and is intended to be a conduit to raise financing in the capital
market. The Issuer is not engaged in any business activity other than the issuance of
the Islamic securities and other activities incidental or related to the foregoing as
required under the respective Islamic securities’ transaction documents.
The ability of the Issuer to pay amounts due on the Sukuk Wakalah will primarily be
dependent upon receipt by the Issuer from the Guarantors of any amounts due under
the transaction documents. All principal and profit payments made by the Issuer
under the Sukuk Wakalah Programmes are expected to be from the income
generated by the Guarantors from the License Agreements and Work Orders.
All payments under the Sukuk Wakalah will not be the obligations or responsibilities
of any other party other than the Issuer and the Guarantors and will not be the
obligations or responsibilities of the Lead Arranger, the Lead Manager, the Facility
Agent, the Security Agent, the Sukuk Trustee and/or any subsidiary or affiliate
thereof, and any other person involved or interested in the transactions envisaged
under the Sukuk Wakalah. None of such persons will accept any liability whatsoever
to the Sukukholders in respect of any failure of the Issuer and/or the Guarantors to
pay any amount due in respect of the Sukuk Wakalah.
6.2.3 Adequacy and enforceability of security
While the Sukuk Wakalah is secured by the security package outlined in Section 1.5
of this Information Memorandum, the realisation value of the security or any part
thereof may be adversely affected by numerous factors, including without limitation,
general changes in political and economic conditions, changes in governmental
rules, the risks mentioned in Section 6.1 herein and regulations, war or acts of
violence and other factors which are beyond the control of the Issuer, the
Guarantors, the Security Agent and any person or party involved or interested in the
Sukuk Wakalah.
No assurance can be given that in the event of enforcement of such security, the
proceeds obtained from the realisation of such security would be sufficient for
payment and redemption of all the outstanding Sukuk Wakalah.
169
6.2.4 Liquidity of the Sukuk Wakalah
The Sukuk Wakalah comprises of a new issue of Islamic securities for which there is
currently no established secondary market. There is no assurance that a secondary
market for the Sukuk Wakalah will develop or, if it does develop, that it will provide
the Sukukholders with liquidity of investment or that it will continue for the tenure of
the Sukuk Wakalah. Any sale of the Sukuk Wakalah by the Sukukholders in any
secondary market which may develop may be at a discount from the original issue
price of the Sukuk Wakalah, depending on various factors, including the prevailing
interest rates and the market for similar securities.
6.2.5 Potential upsizing of the limit of the Sukuk Wakalah Programmes
The Issuer shall have the option to upsize the limit of the IMTN Programme and the
ICP Programme. However it is subject to the following conditions:- (a) the Issuer shall
obtain all required regulatory approvals, if any; and (b) compliance with the relevant
requirements under the LOLA Guidelines; and (c) such other terms and/or conditions
as may be advised by the solicitor, if any.
The Sukukholders shall be deemed to have provided their upfront consent to such
upsizing of the limit of the IMTN Programme and the ICP Programme in the Trust
Deed. No consent is required from the Sukuk Trustee, the Facility Agent and any
other party under the IMTN Programme or the ICP Programme when the upsizing of
the limit of the IMTN Programme or the ICP Programme is exercised by the Issuer.
6.2.6 The market value of the Sukuk Wakalah may be subject to fluctuation
The market value of the Sukuk Wakalah may fluctuate due to numerous factors,
including the prevailing profit rates, the market price for similar securities, the
operating results and/or financial conditions of the Issuer and TMS Group, political,
economic, financial, government’s policies and regulations, monetary and fiscal
issues and any other factors that can affect the capital markets, the Issuer and TMS
Group in general. Adverse economic developments could have a material adverse
effect on the market value of the Sukuk Wakalah.
6.2.7 Interest rate risks
The Sukukholders may suffer unforeseen losses due to fluctuations in interest rates.
Although the Sukuk Wakalah are Islamic securities which do not pay interest, it is
similar to a fixed income securities and may therefore see their price fluctuate due to
fluctuations in interest rates. Generally, a rise in interest rates may cause a fall in
bond/sukuk prices. The Sukuk Wakalah may be similarly affected, resulting in a
capital loss for the Sukukholders. Conversely, when interest rates fall, bond/sukuk
prices and the prices at which the Sukuk Wakalah are traded may rise. The
Sukukholders may enjoy a capital gain but the profit received may be reinvested for
lower returns.
6.2.8 An investment in the Sukuk Wakalah is subject to inflation risk
The Sukukholders may suffer erosion on the return of their investments due to
inflation. The Sukukholders would have an anticipated rate of return based on
expected inflation rates on the purchase of the Sukuk Wakalah. An unexpected
increase in inflation could reduce the real rate of return to the Sukukholders.
170
6.2.9 Suitability of investment
The Sukuk Wakalah issued under the Sukuk Wakalah Programmes may not be a
suitable investment for all investors. Each potential investor in the Sukuk Wakalah
must determine the suitability of the investment in light of its own circumstances.
In particular, each potential investor should:
(a) have sufficient knowledge and experience to make a meaningful evaluation of

the Sukuk Wakalah, the merits and risks of investing in the Sukuk Wakalah
and the information contained in this Information Memorandum;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in
the context of its particular financial situation, an investment in the Sukuk
Wakalah and the impact the Sukuk Wakalah will have on its overall
investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an
investment in the Sukuk Wakalah;
(d) understand thoroughly the terms of the Sukuk Wakalah and be familiar with
the behaviour of any relevant indices and financial markets; and
(e) be able to evaluate (either alone or with the help of a financial adviser)
possible scenarios for economic and other factors that may affect its
investment and its ability to bear the applicable risks.
6.2.10 Shariah compliance
The Shariah Adviser has issued its Shariah pronouncement confirming amongst
others that, the transaction and structure of the Sukuk Wakalah IMTN and the Sukuk
Wakalah ICP are Shariah-compliant as of the date of such pronouncement. However,
there is no assurance that the Sukuk Wakalah will be considered as Shariah-
compliant by any other Shariah board or Shariah scholar as the Shariah
pronouncement is only an expression of the view of the Shariah Adviser. Potential
investors should obtain their own independent Shariah advice and make their own
determination as to whether the structure and the future tradability of the Sukuk
Wakalah IMTN and the Sukuk Wakalah ICP in any secondary market meet their
individual standards of Shariah compliance. No assurance is given that the
confirmation of the Shariah Adviser will not be subject to challenge on grounds that
the IMTN Programme and the ICP Programme are not Shariah compliant.
171
6.3 GENERAL CONSIDERATIONS
6.3.1 Political and economic considerations
The business, prospects, financial condition and results of operations of the TMS
Group may be affected by political, economic, social developments and regulatory
conditions in Malaysia. Political, economic, social and regulatory uncertainties, which
are beyond the control of the TMS Group includes but are not limited to events, such
as the change of the government, change in state government ruling party, changes
in government policies, changes in economic conditions, or risks of war, terrorism,
riots, nationalism expropriation and renegotiations or nullification of existing
contracts, introduction of new regulations, changes in inflation, interest rates,
methods of taxation and currency exchange controls.
Investors should note that the TMS Group will always strive to continue to take
effective measures such as prudent financial management and efficient operating
procedures to mitigate such risk. Although measures may be taken by the TMS
Group to address and/or mitigate such developments, no assurance can be given
that such measures would be sufficient or effective in ensuring that any changes to
the political, economic and regulatory conditions as stated above will not have a
material adverse effect on the financial conditions of the TMS Group.
6.3.2 Cash flow projections
This Information Memorandum contains cash flow projections as enclosed in

Appendix 2 which are based on assumptions made by the directors and are
presented on a basis consistent with the accounting policies adopted by the Issuer
and Guarantors.
In view of the subjective judgement and inherent uncertainties of the cash flow
projections, and due to events and circumstances which may not occur as expected,
there can be no assurance that the actual cash flow results may not be materially
different from those shown. Investors will be deemed to have read and understood
the descriptions of the assumptions and uncertainties underlying the cash flow
projections contained herein.
Prospective investors should and are expected to undertake their own independent
analysis and associated due diligence to determine the viability of the assumptions of
the cash flow projections summarised in Appendix 2 of this Information
Memorandum.
6.3.3 Change of law
The structure of the transaction of the IMTN Programme and the ICP Programme are
based on Malaysian law, tax and administrative practices in effect as at the date of
this Information Memorandum and having due regard to the expected tax treatment
of all relevant statutes under such law and practices. No assurance can be given that
the Malaysian laws, tax or administrative practices will not change after the date
hereof or that such change will not adversely impact the structure of the transaction
and the treatment of the IMTN Programme and the ICP Programme.
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6.3.4 Forward looking statement
Certain statements in this Information Memorandum are based on historical data,

which may not be reflective of the future results, and the forward-looking statements
contained in this Information Memorandum in nature are subject to uncertainties and
contingencies. All these forward-looking statements are based on estimates and
assumptions made by the TMS Group at the time the information is prepared and
although believed to be reasonable, are subject to known and unknown risks,
uncertainties and other factors which may affect actual outcomes, many of which are
outside the control of the TMS Group. These factors include inter-alia, economic
conditions in the markets in which the TMS Group operates and achievement of the
TMS Group’s business forecasts, competition, the impact of new laws and
regulations affecting the TMS Group and the industry, changes in interest rates and
changes in foreign exchange rate. These factors will cause the actual results,
performance or achievements of the TMS Group to differ, perhaps materially, from
the results, performance or achievements expressed or implied by those forward-
looking statements. These forward-looking statements do not constitute a
representation that future results will be achieved in the amounts or by the dates
indicated.
173
SECTION 7 ECONOMY AND INDUSTRY OVERVIEW
The information below is included for information purposes only and has not been
independently verified by the Lead Arranger/ Lead Manager. All data and information below
have been obtained from publicly available official sources of Malaysia. Neither the Issuer,
any one of the Lead Arranger/ Lead Manager nor any other party will be held responsible for
any information contained herein.
7.1 OVERVIEW OF THE MALAYSIAN ECONOMY
7.1.1 Overview
The Malaysian economy registered a growth of 4.5% in the second quarter of

2018
The Malaysian economy expanded at a slower pace of 4.5% in the second quarter of
2018 (1Q 2018: 5.4%). Growth was slower on account of supply disruptions in the
mining sector and lower agriculture production. The latter is due to supply constraints
and adverse weather conditions. On the demand side, growth was dampened by
lower public investment and net export growth. Private sector spending remained
resilient, expanding further by 7.5% (1Q 2018: 5.2%). In particular, private
consumption increased strongly by 8.0% (1Q 2018: 6.9%). On a quarter-on-quarter
seasonally-adjusted basis, the economy grew by 0.3% (1Q 2018: 1.4%).
Domestic demand driven by the private sector
Domestic demand recorded a stronger growth of 5.6% (1Q 2018: 4.1%), as the
higher private sector activity (7.5%; 1Q 2018: 5.2%) more than offset the decline in
public sector spending (-1.4%; 1Q 2018: -0.1%).
Private consumption expanded at a stronger pace of 8.0% (1Q 2018: 6.9%), the
highest since the first quarter of 2015. This was driven by continued strength in
income and employment. Consumer spending was also boosted by the lower inflation
during the quarter following the zerorisation of the Goods and Services Tax (GST)
rate1 and stronger consumer sentiments.
Private investment growth was higher at 6.1% (1Q 2018: 0.5%), driven mainly by
capital spending in the manufacturing and services sectors. The better performance
was supported by positive business sentiments, favourable demand conditions and
continued high capacity utilisation during the quarter.
Public consumption registered a higher growth of 3.1% (1Q 2018: 0.4%), supported
by improvement in supplies and services and sustained growth in emoluments.
Public investment continued to contract during the quarter (-9.8%; 1Q 2018: -1.0%).
This was in part due to the near completion of ongoing projects and lower Federal
Government development expenditure.
1
The reduction in the GST rate from 6% to 0% beginning 1 June 2018.
174
Growth in gross fixed capital formation (GFCF) improved to 2.2% (1Q 2018: 0.1%),
attributed to higher private sector investment activity. By type of assets, capital
spending on machinery and equipment rebounded to 3.6% (1Q 2018: -3.6%).
Investment in structures expanded at a slower pace of 2.1% (1Q 2018: 2.8%), due
mainly to a slower expansion in investments in non-residential property such as office
and retail space. Investment in other types of assets contracted by 2.9% (1Q 2018: -
0.2%).
Continued expansion in major economic sectors
On the supply side, growth was affected by commodity-specific shocks. Major

economic sectors, notably the services and manufacturing sectors (77.5% of GDP),
remained supportive of growth.
Growth in the mining sector contracted, due mainly to declining natural gas output
following unplanned supply outages. The agriculture sector’s growth declined as the
oil palm sub-sector was affected by production constraints and adverse weather
conditions.
Growth in the services sector was sustained during the quarter, driven primarily by
the wholesale and retail trade sub-sector arising from increased household spending
following the zerorisation of the GST rate. Growth was further supported by the
information and communication sub-sector, following continued strong demand for
data communication services. Growth in the finance and insurance sub-sector was
driven by continued strength in lending activity.
The manufacturing sector grew at a more moderate pace supported by continued

strength in the electronics and electrical (E&E), consumer- and construction-related
clusters. This can be attributed to the continued demand from fast growing
semiconductor segments (e.g. automotive and Internet of Things (IoT)), and the
zerorisation of the GST rate. These gains partly offset the slower performance in the
primary-related cluster which was affected by the commodity-specific shocks
upstream.
Growth in the construction sector continued to moderate in the second quarter. In the
civil engineering sub-sector, growth was supported by the ongoing transportation,
petrochemical and power plant projects. In the residential and non-residential sub-
sectors, growth continued to decline. The development partly reflected the significant
number of unsold residential properties and oversupply of office spaces and
shopping complexes.
Lower inflation during the second quarter of 2018 mainly reflected the
zerorisation of the GST rate
Headline inflation, as measured by the annual percentage change in the Consumer

Price Index (CPI), declined to 1.3% in the second quarter of 2018 (1Q 2018: 1.8%).
The lower inflation outcome mainly reflected the zerorisation of the GST rate. As a
result, inflation declined to 0.8% in June (May: 1.8%, April: 1.4%). The decline in
prices was broad-based where more than 90% of the items that were previously
taxed at the standard-rate under the GST were observed to register price declines
ranging between 0.06% and 6.75%. As a result, the percentage of items in the CPI
basket that registered inflation of more than 2% declined to 18% in the second
quarter (1Q 2018: 28%). However, the extent of price decline in June was smaller
than anticipated. Prices of standard-rated items in the CPI basket only declined by an
average of 2.3%.
175
The impact from the GST zerorisation, however, was offset by higher transport
inflation. While the domestic RON95 petrol price was maintained at RM2.20 per litre
since 22 March 2018, the lower prices in the base period of the second quarter of
2017 resulted in higher inflation in the transport category2. Nevertheless, the fixed
RON95 petrol price has helped to contain further increases in fuel inflation during the
quarter.
Core inflation, excluding the impact of the GST zerorisation, also moderated during
the quarter to 1.5% (1Q 2018: 1.9%). This was mainly due to lower inflation in the
food away from home sub-category, contributed by the stronger ringgit exchange rate
in the first half of 2018 relative to the second half of 2017. Demand-driven inflation
remained stable.
Supportive labour market conditions
Labour market conditions in the second quarter of 2018 remained supportive of

growth. Labour force expansion continued to match net employment gains, resulting
in an unchanged unemployment rate at 3.3% (1Q 2018: 3.3%). Employment
conditions in the quarter registered stronger growth of 2.4% (1Q 2018: 2.3%).
In the financial sector3, there was a net employment gain of 1,412 jobs to 165,628
employed persons (1Q 2018: 164,216 persons). This mainly reflected the increase in
high-skilled occupations (+ 1,762 persons).
Private sector wage growth moderated to 5.7% (1Q 2018: 6.6%). Manufacturing
wage growth moderated to 10.1% from a strong growth of 13.9% in the first quarter of
2018. On the other hand, the services sector recorded an improvement of 3.7% (1Q
2018: 3.5%) in wage growth, supported by the wholesale and retail trade, and
professional services sub-sectors.
Faster expansion in exports while imports rebounded
In the second quarter of 2018, gross exports expanded at a faster pace of 8.2% (1Q
2018: 5.8%), supported mainly by re-export activity which grew by 53.5% (1Q 2018:
42.3%). Domestic exports5 turned around to register a positive growth of 0.2% (1Q
2018: -0.7%). The trade surplus remained healthy, albeit narrower at RM27.2 billion
(1Q 2018: RM33.4 billion).
Gross exports was supported by continued demand from major trading partners,
particularly the region. Manufactured exports registered a double-digit growth of
10.6% (1Q 2018: 8.2%). Semiconductor exports continued to record robust growth of
21.0% (1Q 2018: 29.6%), in tandem with continued expansion in the global
technology cycle as reflected in the double-digit growth of global semiconductor
sales. Both resource and non-resource based manufactured exports registered a
faster pace of growth, driven mainly by chemicals and chemical products, petroleum
products and manufactures of metal. Commodity exports recorded a smaller
contraction, as the continued decline in crude palm oil, LNG and rubber exports were
partially offset by higher crude petroleum export volumes and prices.
2
RON95 petrol price averaged RM2.10 per litre in the second quarter of 2017.
3
Covers only the banking institutions, development financial institutions, insurance companies and takaful operators. The
information is obtained from an establishment survey conducted by Bank Negara Malaysia.
176
Gross imports rebounded to register a positive growth of 7.7% during the quarter (1Q
2018: -0.8%), underpinned by robust re-export activity and recovery in capital
imports. Imports for re-exports was driven by the E&E segment. Capital imports
turned around following stronger domestic investment activity and dissipation of high
base effect in transport equipment segment in the first quarter of 2017. Intermediate
imports, however, continued to decline, albeit at a slower pace in tandem with
subdued exports of domestically-produced manufactured goods.
Lower current account surplus
The current account surplus narrowed to RM3.9 billion in the second quarter of 2018
(1Q 2018: RM15.0 billion), or 1.2% of GNI (1Q 2018: 4.5% of GNI), due to a lower
goods surplus4 and higher deficits in the services and primary income accounts.
As the rebound in imports outpaced the increase in exports, the goods surplus
narrowed to RM26.1 billion (1Q 2018: RM35.7 billion). In the services account, the
deficit widened to RM6.2 billion (1Q 2018: -RM5.8 billion), owing mainly to higher net
payments to foreign providers in the construction and transportation services
segments.
The primary income account deficit widened to RM11.2 billion (1Q 2018: -RM10.2
billion), largely attributable to higher dividends earned by foreign portfolio investors in
publicly-listed firms amid broadly sustained profits earned by MNCs investing in the
domestic economy. The secondary income account recorded a sustained deficit of
RM4.7 billion (1Q 2018: -RM4.7 billion), reflecting continued outward remittances by
foreign workers.
Financial account recorded net inflows
In the second quarter of 2018, the financial account registered a lower net inflow of
RM9.2 billion (1Q 2018: net inflow of RM15.2 billion). Higher placements of currency
and deposits with domestic financial institutions were partly offset by large outflows of
non-resident portfolio investments.
The direct investment account registered a marginal net outflow of RM0.7 billion (1Q
2018: net inflow of RM10.7 billion). During the quarter, foreign direct investments
(FDI) registered a lower net inflow of RM2.8 billion (1Q 2018: net inflow of RM12.0
billion), on account of lower retained earnings and some liquidation of foreign equity
holdings in firms in the manufacturing sector, following acquisition by residents. FDI
inflows were mainly channelled into the services sector, particularly the real estate
and wholesale and retail trade sub-sectors, followed by the mining sector. Direct
investments abroad (DIA) by Malaysian companies recorded a higher net outflow of
RM3.6 billion (1Q 2018: net outflow of RM1.3 billion), mainly in the form of equity
capital injection and reinvestment of earnings in subsidiaries abroad. DIA outflows
were channelled mainly into the services sector, particularly the financial services
sub-sector, followed by the mining sector.
4
The difference between the goods surplus and trade surplus may arise from the exclusion of goods for processing, storage
and distribution in the goods accounts as per the 6th Edition of the Balance of Payments and International Investment Position
Manual (BPM6) by the IMF.
177
The portfolio investment account registered a higher net outflow of RM38.3 billion
(1Q 2018: net outflow of RM2.6 billion) attributed to non-resident outflows (2Q 2018:
net outflow of RM37.2 billion; 1Q 2018: net inflow of RM7.9 billion) and continued net
acquisition of foreign financial assets by resident domestic institutional investors, fund
managers and banks (2Q 2018: net outflow of RM1.0 billion; 1Q 2018: net outflow of
RM10.5 billion). Non-resident portfolio outflows were driven primarily by external
factors, including expectations of a faster pace of US interest rate normalisation and
further escalation of trade tensions and some concerns over domestic policy
uncertainties.
The other investment account recorded a higher net inflow of RM48.4 billion (1Q
2018: net inflow of RM6.4 billion), due mainly to placements of currency and deposits
with domestic financial institutions. Net errors and omissions amounted to -RM13.9
billion or -3.0% of total trade. The international reserves of Bank Negara Malaysia
amounted to USD104.7 billion as at end-June 2018, compared to USD107.8 billion
as at end-March 2018.
Manageable external debt
Malaysia’s external debt amounted to RM936.5 billion, or 64.7% of GDP as at end-

June 2018 (end-March: RM893.4 billion or 61.8% of GDP). The higher external debt
reflects largely the increase in interbank borrowing and valuation effects of a weaker
ringgit against selected major and regional currencies in the second quarter of 2018.
These was partially offset by some liquidation of domestic debt securities by non-
resident (NR) investors.
Malaysia’s external debt remains manageable given its currency and maturity
profiles, and the availability of large external assets. Close to one-third of total
external debt is denominated in ringgit (31.2%; end-March: 34.8%), mainly in the
form of NR holdings of domestic debt securities and in ringgit deposits in domestic
banking institutions. As such, these liabilities are not subjected to valuation changes
from the fluctuations in the ringgit exchange rate.
The remaining external debt of RM644.3 billion or 68.8% of total external debt (44.5%
of GDP) is denominated in foreign currency (FC) and is subject to prudential liquidity
management practices and hedging requirements on banking institutions and
corporations. The bulk of these obligations are offshore borrowings, raised mainly to
expand productive capacity and to better manage financial resources within
corporate groups. As at end-June 2018, offshore borrowing stood at 40.5% of GDP
(end-March: 35.8%), much lower compared to 60% of GDP during the Asian
Financial Crisis in 1997-98.
Of the total FC-denominated external debt (inclusive of valuation effects), 39.3% (or
amounting to RM253.0 billion) is accounted for by interbank borrowing and FC
deposits in the domestic banking system. This largely reflects banks’ intragroup
liquidity management and placements of deposits from foreign parent entities. In
addition, during the quarter, several banks strengthened their FC liquidity buffers in
anticipation of potential withdrawal and maturities of foreign currency deposits, as
well as expectations of tighter and volatile conditions in the foreign exchange market.
Banks’ funding and liquidity risks continue to be proactively managed via robust
internal controls and policies, including internal limits on (i) interbank borrowings, (ii)
foreign currency funding and liquidity positions and (iii) foreign exchange market risk
exposures. Foreign-currency risk, measured in net open position of foreign currency
denominated exposures is stable at 5.2% of banks’ total capital.
178
Long-term bonds and notes issued offshore amounted to RM144.8 billion as at end-
June 2018, and is channelled primarily to finance asset acquisitions abroad that will
generate future income. The intercompany loans are typically on flexible and
concessionary terms, such as no fixed repayment schedule or low interest rate.
From a maturity perspective, more than half of the total external debt is skewed
towards medium- to long-term tenure (52.0% of total external debt; end-March:
55.5%), suggesting limited rollover risks.
As at 31 July 2018, international reserves stood at USD104.5 billion. The reserves

position is sufficient to finance 7.5 months of retained imports and is 0.9 times the
short-term external debt. Malaysia’s international reserves coverage of short-term
external debt is adequate given the availability of external assets for borrowers to
meet their external obligations.
Reserves is not the only means to meet external obligations. The progressive
liberalisation of foreign exchange administration rules has resulted in greater
decentralisation of reserves. This is reflected in the increasing acquisition of assets
abroad by residents and corporations. In particular, banks and corporations hold
three-quarters of Malaysia’s external assets (as at end-2Q 2018: RM1.3 trillion),
which can also be drawn down to meet their external debt obligations (RM740.9
billion), without creating a claim on international reserves. The adequate level of
international reserves, together with the availability of substantial external assets by
banks and corporations, and a flexible exchange rate, will continue to serve as
important buffers against potential external shocks.
(Source: Economic and Financial Developments in the Malaysian Economy in the

Second Quarter of 2018, BNM Quarterly Bulletin)
7.1.2 Outlook of the Malaysian economy: Prospects for 2018
The global economy is expected to expand 3.7% in 2018 (2017: 3.6%). The
advanced economies are projected to register growth of 2% (2017: 2.2%), supported
by strong domestic and external demand. In the emerging market and developing
economies, GDP is expected to improve 4.9% (2017: 4.6%), mainly supported by
higher global demand and rising market confidence, particularly in China, India and
ASEAN. However, the global economy will still face some downside risks due to
policy uncertainties in the major economies, rising protectionism, geopolitical
tensions, the effects of climate change, and volatility in the financial markets.
The Malaysian economy will remain resilient in 2018, with real GDP expanding
between 5% and 5.5%, led by domestic demand. Private sector expenditure
continues to be the primary driver of growth with private investment and consumption
growing 8.9% and 6.8%, respectively. Meanwhile, public sector expenditure is
forecast to decline, in line with lower capital outlays by public corporations. On the
supply side, growth is expected to be broad-based, with all sectors registering
positive growth. Malaysia’s external position is forecast to remain favourable
supported by global growth and trade. Against the backdrop, the nominal GNI per
capita is expected to increase 5.1% from RM40,713 in 2017 to RM42,777 in 2018.
With investment growing at a faster pace, the savings-investment gap will narrow to
2.3% of GNI. The economy will continue to operate under conditions of full
employment with an unemployment rate of below 4%, while inflation remains benign.
179
In line with fiscal consolidation efforts, the fiscal deficit will further decline to 2.8% of
GDP in 2018. (2017: 3%). Accordingly, the Federal Government debt remains
sustainable within the prudent limit of 55% of GDP. These developments will further
strengthen the nation’s economic fundamentals and resilience to further propel the
country towards the milestones of an advanced and high-income nation by 2020,
doubling the size of the economy to RM2 trillion in 2025 and joining the ranks of top
20 countries by 2050.
(Source: Economic Management and Prospects, Ministry of Finance Malaysia

Economic Report 2017/2018)
7.2 OVERVIEW AND OUTLOOK OF THE TELECOMMUNICATION INDUSTRY IN

MALAYSIA
7.2.1 Regulatory Overview
The MCMC was created pursuant to the CMA as a new regulator for the
communications and multimedia industry in Malaysia. At the same time, the CMA
was passed, to fulfill the need to regulate an increasingly convergent communications
and multimedia industry.
The CMA seeks to provide a generic set of regulatory provisions based on generic
definitions of market and service activities and services. The jurisdiction of this Act is
restricted to networked services and activities only.
(Source: https://www.mcmc.gov.my/legal/acts)
7.2.2 Licenses under the CMA
Under the CMA, there are four types of licensable activities:
(a) Network Facilities Provider (NFP) – who are the owners/providers of network
facilities, namely infrastructure such as, cables, towers, satellite earth
stations, broadband fibre optic cables, telecommunications lines and
exchanges, radiocommunications transmission equipment, mobile
communications base stations and broadcasting transmission towers and
equipment. These represent the fundamental building blocks of the
convergence model upon which network, applications and content services
are provided.
(b) Network Services Providers (NSP) - who provide the basic connectivity and
bandwidth to support a variety of applications. Network services enable
connectivity or transport between different networks. A network service
provider usually owns or deploys the said network facilities. However, a
licensee providing connectivity services may use the network facilities owned
by another licensee.
(c) Application Service Providers (ASP) – who provide particular functions such
as voice services, data services, Internet access and electronic commerce.
Applications services are essentially the functions or capabilities; which are
delivered to end-users. These are retail services.
180
(d) Content Application Service Providers (CASP) – who these represent a
special subset of applications service providers such as television and radio
broadcast services, and services such as online publishing (currently exempt
from licensing requirements) and the provisioning of information services.
(Source: Licensing Guidebook (Updated as of 15 March 2018), MCMC)
7.2.3 Overview of the communications and multimedia (“C&M”) industry
The C&M industry market capitalisation increased 8.5% to RM183.99 billion in 2017
from RM169.56 billion in 2016. This is in line with overall market upward trend as
sentiment improved amid encouraging economic factors including recovering Ringgit
and stronger crude oil prices.
The C&M industry market capitalisation represents 9.6% of Bursa Malaysia total
market capitalisation of RM1,906.84 billion. It represents 75% of the ICT (information
and communication technology) companies market capitalisation at RM245 billion on
Bursa Malaysia.
In terms of revenue, the C&M industry has recorded 5.2% growth to RM68.41 billion
in 2017 from RM65.02 billion in 2016. Specifically, by mainly domestic industry
revenue, the growth is 1.2% to RM50.67 billion in 2017 compared with RM50.07
billion in 2016.
In terms of domestic industry revenue breakdown, telecommunications maintained

major 68% revenue share, broadcasting 13% and the remaining from postal sector
and others including ACE market and non-public listed licensees.
The overall telecommunications sector margin remained relatively positive and

challenging, with average EBITDA (Earnings before interest, Taxes, Depreciation and
Amortization) margins at 40% in 2017 compared with 41% in 2016. This reflected
intensifying competition, higher operating costs and upfront investments, which would
provide more sustainable longer term benefits in digital era. The mobile service
providers managed to record EBITDA margin ranging between 36% and as high as
54%, while the fixed service providers EBITDA margin averaged 33%.
Capital expenditure (Capex) of the telecommunications sector has reached RM6

billion in 2017. This is a 14% decline compared with RM6.98 billion in 2016.
Meanwhile, Capex as a percentage of revenue (capital intensity) at 17.3%, is on par
with global average of 17.3%. Capital investments remain steady but moderated due
to higher network coverage combined with broader shift to software spend compared
with earlier initial roll out pace for 4G LTE and 3G upgrades.
In 2017, total dividend payment by major public listed C&M companies declined 4.1%
to RM5.43 billion compared with RM5.66 billion in 2016. Specifically, the
telecommunications sector dividend payout was at RM4.69 billion, 3.1% less
compared with the previous year. This reflected lower profitability and strategy to
retain earnings for investments and expansion to meet new technological
developments going forward.
The broadcasting sector continues to face shifts in viewing consumption and

advertising spending to digital media, driven by mobility. With that, traditional media
such as TV and radio are facing increasing competition resulting in revenue
contribution lowered by 0.9% to RM6.42 billion in 2017.
181
Connectivity enabling digital services
In terms of connectivity in Malaysia, broadband subscriptions have increased 22% to

37.85 million in 2017 compared with 31.02 million in 2016. It is worth noting that the
broadband penetration rate per 100 inhabitants has surpassed 100% mark in 2017,
reaching 117.3%.
Mobile broadband remains the largest contributor in terms of broadband

subscriptions, taking up more than 90% or 35.36 million of total broadband
subscriptions. Mobile broadband subscription posted double digit growth of 23.6% in
2017. This growth is partly attributed to initiatives taken by service providers to
migrate their existing pure voice subscribers onto postpaid or prepaid bundled plan
(voice with minimum data). Additionally, the accelerated adoption is underpinned by
innovative and competitive data packages and widespread network coverage.
The population coverage for 3G and 4G LTE recorded 93.6% and 77.2% respectively
in 2017. The improved coverage and connectivity has led to new value creations,
giving consumers greater mobility, convenience and digital experiences.
Fibre broadband has finally overtaken ADSL (Asymmetric Digital Subscriber Line) as
the most popular means of broadband Internet access. The total number of fixed
broadband subscriptions have reached 2.59 million in 2017. This is represented by a
4% growth or 250,000 subscriptions in fibre broadband. The growth is mainly driven
by continuous High Speed Broadband initiatives such as High Speed Broadband
Phase 1 (HSBB1), High Speed Broadband Phase 2 (HSBB2) and Suburban High
Speed Project (SUBB). In addition, doubling the speed of fixed broadband in
conjunction with Government’s announcement during Budget 2017 also contributed
to the fibre broadband take up rate.
Fixed telephony service as represented by Direct Exchange Line subscriptions, has

declined further to 2.96 million, equivalent to a penetration rate per 100 inhabitants at
9.2% in 2017 from 10.6% in 2016. Such decline was in line with global trend in which
changing consumer demand and cheaper communications alternatives impacted the
provision of fixed telephony service.
On mobile cellular subscriptions, penetration rate per 100 inhabitants moderated to

131.2% at 42.34 million subscriptions. As a result of inactive SIM termination and
migration to postpaid, postpaid subscriptions has increased by 11.2% to 10.23
million, whilst prepaid subscriptions continued to fall, by 6.3% to 32.11 million in
2017.
The local major mobile service providers have nearly equal market shares in terms of
mobile cellular subscriptions. Maxis, Digi and Celcom have lost some market share to
U Mobile and MVN service providers. U Mobile has managed to increase its market
share to 14% in 2017 from 12% in 2016. The remainder is from MVN service
providers with market share increased by 1% to 11% or 4.79 million subscriptions in
2017 compared with 10% in 2016.
(Source: Connectivity to Facility Digital Transformation: Industry Performance Report

2017, MCMC)
182
SECTION 8 OTHER INFORMATION
8.1 MATERIAL CONTRACTS
As at 31 August 2018, there are no material contracts (not being contracts entered
into in the ordinary course of business) entered into by the Issuer and the
Guarantors.
8.2 LITIGATION
As at 31 August 2018, the Issuer and the Guarantors are not engaged in any
litigation, claims or arbitration, either as plaintiff or defendant, and each of the Board
of the Issuer and each Guarantor is not aware of any proceedings pending or
threatened against the Issuer or any Guarantor or of any fact likely to give rise to any
proceedings which may adversely affect the Issuer’s or any Guarantors’ position or
business.
8.3 MATERIAL CONTINGENT LIABILITIES
As at 31 August 2018, the Board of each of the Issuer and each Guarantor is not
aware of any material contingent liabilities, which may upon being enforceable, have
a material adverse effect on each of the Issuer’s or each Guarantor’s financial
position or business.
8.4 CONFLICT OF INTEREST SITUATIONS AND APPROPRIATE MITIGATING

MEASURES
8.4.1 Maybank Investment Bank Berhad
Save as disclosed below, after making enquiries as were reasonable in the

circumstances, Maybank IB is not aware of any circumstances that would give rise to
a conflict of interest or potential conflict of interest situation, arising from its roles as
the Principal Adviser, Lead Arranger and Lead Manager in relation to the Sukuk
Wakalah Programmes, whereby:
(a) Maybank Islamic is the Shariah Adviser of the Sukuk Wakalah Programmes;
(b) Maybank IB and Maybank Islamic are wholly-owned subsidiaries of Malayan

Banking Berhad.
In view of the above, there may be a potential conflict of interest arising from the
roles assumed by Maybank IB in relation to the Sukuk Wakalah Programmes. As a
mitigating measure and to address the potential conflict of interest set out above, the
following measures have been taken:
(a) Maybank IB, as a licensed investment bank, believes in maintenance of the

highest standard of professional responsibility and will ensure that it
discharges its professional duty accordingly in relation to the Sukuk Wakalah
Programmes;
(b) Maybank Islamic is a licensed Islamic bank and its appointment as a Shariah
Adviser for the Sukuk Wakalah Programmes is in its ordinary course of
business;
183
(c) Maybank IB and Maybank Islamic (as the case may be) will ensure that each
of the above-mentioned roles are governed by separate and legally binding
agreements specifying the respective functions, responsibilities, procedures
and priorities;
(d) A due diligence review pursuant to the Sukuk Wakalah Programmes has
been or will be undertaken together with other independent professional
advisers; and
(e) Maybank IB undertakes each of its roles on an arm’s length basis and its
conduct is regulated by BNM and the SC and governed under, inter alia, the
Financial Services Act 2013, the CMSA and internal controls and checks.
The board of directors of the Issuer acknowledged and confirmed that it has been
informed and is aware of the situations as described above. Notwithstanding the
above, the board of directors of the Issuer approves the above said arrangement and
is agreeable to proceed with the establishment of the Sukuk Wakalah Programmes
and any issuance(s) of Sukuk Wakalah thereunder, in accordance with the present
arrangement and terms herein.
8.4.2 Maybank Islamic Berhad
Save as disclosed above, after making enquiries as were reasonable in the

circumstances, Maybank Islamic Berhad is not aware of any circumstances that
would give rise to a conflict of interest or potential conflict of interest situation, arising
from its role as the Shariah Adviser in relation to the Sukuk Wakalah Programmes.
8.4.3 Adnan Sundra & Low
After making enquiries as were reasonable in the circumstances, Adnan Sundra &
Low is not aware of any circumstances that would give rise to a conflict of interest or
potential conflict of interest situation, arising from its role as the solicitors to Maybank
IB as Principal Adviser, Lead Arranger, Lead Manager and Security Agent in relation
to the Sukuk Wakalah Programmes.
8.4.4 Malaysian Trustee Berhad
After making enquiries as were reasonable in the circumstances, Malaysian Trustees

Berhad is not aware of any circumstances that would give rise to a conflict of interest
or potential conflict of interest situation, arising from its role as the Sukuk Trustee in
relation to the Sukuk Wakalah Programmes.
8.4.5 Crowe Malaysia
After making enquiries as were reasonable in the circumstances, Crowe Malaysia is

not aware of any circumstances that would give rise to a conflict of interest or
potential conflict of interest situation, arising from its role as the Reporting Accountant
in relation to the Sukuk Wakalah Programmes.
184
Appendix 1
Audited Financial Statements of the Issuer and the Guarantors for the Financial Year
Ended 2017
Touch Mobile Sdn. Bhd.
(Company No.: 1045679 - W)
(Incorporated in Malaysia)
Report and Financial Statements

31 December 2017
Adam & Co. (AF 1250)

Chartered Accountants
Company No.: 1045679 - W I
Tou.ch Mobile Sdn. Bhd.

INDEX
Contents Page
CORPORATE INFORMATION
DIRECTORS' REPORT 2-5
STATEMENT BY DIRECTORS 6
STATUTORY DECLARATION 6
INDEPENDENT AUDITORS' REPORT 7 - 10
STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME 11
STATEMENT OF FINANCIAL POSITION 12
STATEMENT OF CHANGES IN EQUITY 13
STATEMENT OF CASH FLOW 14
NOTES TO THE FINANCIAL STATEMENTS 15 - 21

(Company No.: 1045679 -W)
Corporate information
DIRECTORS Tengku Dato' Muhamad Mazlan bin

Tengku Putera Zainal Abidin
Dato' Mohd Pathil bin Ahmad
Dato' Azman bin Omar
SECRETARY Sepekar Zanidah binti Hussin (LS 007244)
REGISTERED OFFICE No .47, Jalan Bukit Indah 3/21

Bukit Indah
68000 Ampang
Selangor Darul Ehsan
PRINCIPAL PLACE OF B48 Lorong IM8/33

BUSINESS Taman Mahkota Putra
25200 Kuantan
Pahang Darul Makmur
AUDITORS Adam & Co. (AF 1250)

No.5-I, Level 5, PV128,
No. 128, Jalan Genting Ke1ang
53300 Kuala Lumpur
Page 1
(Company No.: 1045679 - W)
Directors'report
for the year ended 31 December 2017
The Directors hereby submit their report together with the audited financial statements of
the Company for the year ended 31 December 2017.
Principal activities
The Company was incorporated on 10 May 2013 and has not commenced its opeliion
since the date of incorporation.
Financial results
2017
RM
Net loss for the year (65,671)
Reserves and provisions

There were no material transfers to or from reserves and provisions during the year.
Dividends
There were no dividends declared or payable since the end of previous year.
The Directors do not recommend any dividend for the current financial year.
Issue of shares and debentures

No shares or debentures were issued during the year.
Directors of the Company

Directors who served during the financial year until the date of the this report are: -
Tengku Dato' Muhamad Mazlan bin Tengku Putera Zainal Abidin

Page 2
I Company No:-1045679 - W
Directors' interests
None of the Directors in office at the end of the year held any shares in the Company or
in any related corporations during the year ended 31 December 2017.
Directors' benefits
Since the end of the previous year, no Director of the Company has received or become
entitled to receive any benefit by reason of a contract made by the Company or a related
Company with the Director or with a finn of which the Director is a member, or with a
Company in which the Director has a substantial financial interest.
There were no arrangements subsisted during and at the end of the year, which had the
object or objects of enabling the Directors of the Company to acquire benefits by means
of the acquisition of shares in, or debentures of the Company or any other body
corporate.
Directors' remunerations
None of the Directors of the Company have received any remunerations from the
Company during the year.
None of the Directors of the Company have received any other benefits otherwise than in
cash from the Company during the year.
No payment has been paid to or payable to any third party in respect of the services
provided to the Company by the Directors ofthe Company during the year.
Indemnifying Directors, officers or auditors
No indemnities have been given or insurance premiums paid, during or since the end of
the year, for any person who is or has been the Director, officer or auditor of the
Company.
Other statutory information

Before the statement of profit or loss and other comprehensive income and the statement
of financial position of the Company were made out, the Directors took reasonable steps:-
a) to ascertain there were no bad debts to be written off and no allowance had been
made for doubtful debts is required, and
b) to ensure that any current assets which were unlikely to be realised in the ordinary
course of business including their values as shown in the accounting records of the
Company had been written down to an amount which they might be expected so to
realise.
Page 3
I Company No:-I045679 - W
Other statutory information (con't)
As at the date of this report, the Directors are not aware of any circumstances:-
a) which would render it necessary to write off any bad debts or to make any
allowance for doubtful debts in the financial statement of the Company; or
b) which would render the values attributed to current assets in the financial
statements of the Company misleading; or
c) which have arisen which would render adherence to the existing method of
valuation of assets or liabilities of the Company misleading or inappropriate; or
d) not otherwise dealt with in this report or the financial statements which would
render any amount stated in the financial statements misleading.
As at the date of this report, there does not exist:-
a) any charge on the assets of the Company which has arisen since the end of the
financial year which secures the liability of any other person; or
b) any contingent liability of the Company which has arisen since the end of the
financial year.
In the opinion of the Directors:-
a) no contingent liabilities or other liabilities has become enforceable, or is likely to

become enforceable within the period of twelve months after the end of the
financial year which will or may affect the ability of the Company to meet its
obligations as and when they fall due; and
b) the results of the Company's operations during the financial year were not
substantially affected by any item, transaction or event of a material and unusual
nature; and
c) there has not arisen in the interval between the end of the financial year and the date
of this report any item, transaction or event of a material and unusual nature likely
to affect substantially the results of the operations of the Company for the fmancial
period in which this report is made.
Holding company
The Directors regard Touch Group Holdings Sdn. Bhd., a company incorporated in
Malaysia as the holding company.
Auditors' remunerations
Total amounts paid to or receivable by the auditors as remunerations for their services as
auditors are disclose in Note 6 to the financial statements.
Page 4
I CompanyNo:-I045679 - w
Auditors
The auditors, Messrs. Adam & Co., have indicated their willingness to continue in the
office.
Signed on behalf of the board of Directors in accordance with a resolution of the

Directors:-
T'ENG~ ·;MUHAMAD·MAZ'LAN· .. ·
BIN TENGKU PUTERA ZAINAL ABIDIN
Director
~
........
D~:~6~D PA
............ ( .................. ..
HIL BIN AHMAD
Director
Kuala Lumpur
Date: 2 8 HAY 2018
Page 5
(Company No.: 1045679 - W)
Statement by Directors
pursuant to Section 251(2) of the Companies Act, 2016
We, TENGKU DATa' MUHAMAD MAZLAN BrN TENGKU PUTERA ZAINAL
ABIDIN and DATa' MOHD PATHIL BIN AHMAD, being two of the Directors of
TOUCH MOBILE SDN. BHD. state that, in the opinion of the Directors, the financial
statements set out on pages II to 21 are drawn up in accordance with Malaysian Private
Entities Reporting Standard and the requirements of the Companies Act, 2016 in
Malaysia so as to give a true and fair view of the financial position of the Company at 31
December 2017 and of its results of operations and cash flows for the year ended on that
date.
Signed on behalf of the Board of Directors in accordance with a resolution of the

Directors:
HAMAD MAZLAN
~~./(
.......
~;~~)HD
. . .. .. .. . . . . . ....... .
PA THIL BIN AHMAD
BINTE ERA ZAINAL ABIDIN
Director Director
Kuala Lumpur
Date: 2 8 HAY 2018
Statutory declaration
pursuant to Section 251(1)(b) ofthe Companies Act, 2016
I, DATa' AZMAN BIN OMAR, (IIC No.:640608-71-5027), being the Director primarily
responsible for the financial management of TOUCH MOBILE SDN. BHD., do solemnly
and sincerely declare that the accompanying financial statements set out on pages II to
21 are in my opinion correct, and I make this so lerlli1 declaration conscientiously
believing the same to be true and by virtue of the provisions of the Statutory Declarations
Act, 2016.
Subscribed and solerlli1ly declared by )

the above named DATa' ~ )
at Kuala Lumpur in tl~WltO'r---'-".!.. )
Wilayah Persekutu )
28 MAY 2018 ~ DATa'
Before me:-
..
C OnlmISSlOner " 0 SW SlAH BINT! AU (No. W G89)
Jor al ¥~ SURUHJAYASU-M PAH
NO. 142'B. TKT BAWAH,
BGN. UMNO SELANOOR
JALAN 11'011, !1200 Page 6
KUALA LUMPUH. W.P.
J;:) Adam &Co
• C H,/\ R TE RED Ace 0 u tn A tIT S
Independent AudItors' Report to the memoers of
(Company No.: 1045679 - W)
Report on the Andit of the Financial Statements
Opinion
We have audited the financial statements of Touch Mobile Sdn. Bhd., which comprise the
statement of financial position as at 31 December 2017, and the statement of profit or
loss, statement of changes in equity and statement of cash flows of the Company for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, as set out on pages 11 to 21.
In our opinion, the accompanying financial statements give a true and fair view of the
financial position of the Company as at 31 December 2017, and of their financial
perfol1llance and their cash flows for the year then ended in accordance with Malaysian
Private Entities Repoliing Standards and the requirements of the Companies Act, 2016 in
Malaysia.
Basis for Opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia

and Intemational Standards on Auditing. Our responsibilities under those standards are
fi.l1iher desclibed in the Auditors' Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence and Other Ethical Responsibilities
We are independent of the Company in accordance with the By-Laws (on Professional
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ("By-Laws") and
the Intemational Ethics Standards Board for Accountants' Code of Ethics for
Professional Accountants ("IESBA Code"), and we have fi.Jlfilled our other ethical
responsibilities in accordance with the By-Laws and the IESBA Code.
Material Uncertainty Related to Going Concern
We draw attention Note 3.1 to the financial statements which indicates that the Company
incUlTed a net loss ofRM 65,671 during the year ended 31 December 2017 and, as of that
date, the Company's Clment liabilities exceeded its current assets by RM65,669. As
stated in Note 3.1, these events or conditions, along with other matters as set forth in
Note 3.1, indicated that a material unceliainly exists that may cast significant doubt on
the Company's ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
KUALA LUMPUR SHAHALAM BANGI SEREMBAN

No. 5-1, leVelS, No_SA, No. 29·1·18 No.408-2, Jolon Harusn 4 E-Mail
PV 128,No. 128 Jalnn Tengku Ampuan Zabe-dah 9/9J, Jalnn Medan PB 28, Sek::.yen 9 Oakland Commercial Center admin@adamco.my
Jaan GenUng Klang, Seksyen 9, 40100 Shah A1am, 43650 BandSI' Baru BangL 70300 Serembalt
53300 Kuala lumpur Sslangor Daml Ehsan Se!angor Oaru! Ehsen Nagen Sembi/an URL
[TJ '. 03 41416242 [T] f6 0355244744 14W4 nll!t~1l\l2BS400 [T J+606 6iJj4700 wwwadamco.my
[F I +6 03 41416275 (F 1 +6 03 5524 4344 ( F] +6 03 8922 2500 [F]+S066014951
Independent Auditors' Report to the members of
Touch Mobile Sdn. Bhd. (cont'd)
(Company No.: 1045679 - W)
Information Other than the Financial Statements and Auditors' Report TheI'eon
The Directors of the Company are responsible for the other infonnation. The other
infomlation comprises the Directors' Repoli but does not include the financial statements
of the Company and our auditors' repoli thereon.
Our opinion on the financial statements of the Company does not cover the Directors'
RepOli and we do not express any fonn of assurance conclusion thereon.
In connection with our audit of the financial statements of the Company, our
responsibility is to read the Directors' RepOli and, in doing so, consider whether the
Directors' Report is materially inconsistent with the financial statements of the Company
or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have perfonned, we have nothing to repOli in this regard.
Respousibilities of the Directors for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements
of the Company that give a tme and fair view in accordance with Malaysian Private
Entities Reporting Standards and the requirements of the Companies Act, 2016 in
Malaysia. The Directors are also responsible for such intemal control as the Directors
detennine is necessary to enable the preparation of financial statements of the Company
that are free from material misstatement, whether due to fi'aud or eITOr.
In preparing the financial statements of the Company, the Directors are responsible for
assessing the Company's ability to continue as a going concem, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements
of the Company as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fi'aud
or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economy decisions of users taken on the basis of
these financial statements.
Page 8
(Company No.: 1045679 - W)
Auditors' Responsibilities for the Audit of the Financial Statements (con'd)
As pali of an audit in accordance with approved standards on auditing in Malaysia and

International Standards on Auditing, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements
of the Company, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from £i'aud is higher than for one resulting £i'om
etTor, as £i'aud may involve collusion, forgery, intentional omissions,
misrepresentations, or the ovelTide of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for expressing
an opinion on the effectiveness ofthe Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness

of accounting estimates and related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors' use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concem. If we conclude that a
material unceliainty exists, we are required to draw attention in our auditors'
repoli to the related disclosures in the financial statements of the Company or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors' repOti. However,
future events or conditions may cause the Company to cease to continue as a
gomg concern.
Evaluate the overall presentation, structure and content of the financial statements
of the Company, including the disclosures, and whether the financial statements
of the Company represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the Directors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Page 9
(Company No.: 1045679 - W)
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 2016 in Malaysia, we also
report that our opinion, the accounting and other records and the registers reqnired by the
Act to be kept by the Company have been properly kept in accordance with provisions of
the Act
Other Matters
This repOli is made solely to the members of the Company, as a body, in accordance with
Section 266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not
assume responsibility to any other person for the content of this repOli.
ADAM&CO.
~~~-""")
ADAM SELAMA T BIN MUS A
AF 1250 02019103/2020 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
Date: 2 8 HAY 2018
Page 10
(Company No.: 1045679 - W)
Statement of profit or loss and other comprehensive

income for the year ended 31 December 2017
2017 2016
Note RM RM
Revenue 4
Add: Other income 5 9,786
Less: Administrative expense (65,671) (2,569)
(Loss) I Profit before taxation 6 (65,671) 7,217
Taxation 7
(Loss) I Profit after taxation (65,671) 7,217
Total comprehensive (loss) I profit for

the year I net ( loss) I profit for the year (65,671) 7,217
The accompanying notes fOl1n an integral part ofthese financial statements.
Page 11
(Company No.: 1045679 - W)
Statement of financial position

as at 31 December 2017
2017 2016
Note RM RM
ASSET
Current asset
Cash in hand 2 2
Total Asset 2 2
EQUITY AND LIABILITIES

Capital and reserves
Share capital 8 2 2
Accumulated losses (65,671)
(65,669) 2
Current liabilities
Accruals 1,921
Amount due to holding company 9 62,800
Amount due to related company 9 950
65,671
Total Equity and Liabilities 2 2
The accompanying notes form an integral part of these financial statements.
Page 12
(Company No.: 1045679 - W)
Statement of changes in equity

Share Accumulated
capital losses Total
RM RM RM
Balance as at 1 January 2016 2 (7,217) (7,215)
Net profit for the year / Total

comprehensive profit for the year 7,217 7,217
Balance as at 31 December 2016 /

1 January 2017 2 2
Net loss for the year / Total

comprehensive loss for the year (65,671) (65,671)
Balance as at31 December 2017 2 (65,671) (65,669)

Page 13
• (Company No.: 1045679 - W)
Statement of cash flows

2017 2016
RM RM
Operating activities
Net ( loss) I profit from ordinmy activities before (65,671) 7,217
taxation and working capital changes
Changes in working capital :-

Increase I (Decrease) in amount due to holding company 62,800 (3,011)
Increase I (Decrease) amount due to related company 950 (1,216)
Increase I (Decrease) in accruals 1,921 (2,990)
Net cash generated from I (used in)
operating activities 65,671 (7,217)
Net in cash and cash equivalents

Cash and cash equivalents brought forward
2 2
Cash and cash equivalents carried forward 2 2
The accompanying notes form an integral part ofthese financial statements
Page 14
(Company No.: 1045679 - W)
Notes to the financial statements

1. General information
1.1 Principal Activity and Corporate Information
Touch Mobile Sdn. Bhd. is a private company limited by shares, incorporated and
domiciled in Malaysia.
The Company was incorporated on 10 May 2013 and has not commenced its
operation since the date of incorporation.
The Company's registered office is located at No .47, Jalan Bukit 1ndah 3!21, Bukit
1ndah, 68000 Ampang, Selangor Daml Ehsan.
The Company's business principal place of business is located at B48 Lorong

1M8!33, Taman Mahkota Putra, 25200 Kuantan, Pahang Daml Makmur.
1.2 Presentation Currency
The currency expressed in the financial statements is in Ringgit Malaysia and the
amounts are expressed in units of Ringgit
1.3 Holding company
The Directors regard Touch Group Holdings Sdn. Bhd., a company incorporated in
Malaysia as the holding company.
1.4 Date of Authorisation of Issue
The financial statements were authorised for issue on behalf of the Board of
Directors in accordance with a resolution of the Directors on: 2 8 HAY 2018
2. Basis of preparation
2.1 Compliance
The financial statements of the Company have been prepared in accordance with
the Malaysian Private Entities RepOliing Standards (MPERS) and the requirements
of the Companies Act, 2016.
Page 15
Company No:-I045679 - W
3. Significant accounting policies

3.1 Basis of Accounting
The financial statements of the Company have been prepared under the historical
cost convention and on a going concem basis unless otherwise indicated.
As at 31 December 2017, the Company has capital deficiency of RM 65,669 and its
total current liabilities exceeded its total CUiTent assets by RM 65,669.
The financial statements of the Company have been prepared on a going concern
basis, the validity which depends on the continuing support from its shareholders
and/or other sources and attaining future profitable operations. The financial
statements do not include any adjustments that would result if financial support
were not obtained from the shareholders in the future.
3.2 Financial instruments
3.2.1 Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Company becomes
a pmiy to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are measured initially at fair value plus
transaction costs, except for financial assets and financial liabilities catTied at fair
value through profit or loss, which are measured initially at fair value. Financial
assets and financial liabilities are measured subsequently as described below.
3.2.2 Financial assets- categorisation and subsequent measurement
For the purpose of subsequent measurement, financial assets other than those
designated and effective as hedging instruments are classified into the following
categories upon initial recognition:
(a) financial assets at fair value through profit or loss;

(b) amotiised cost;
The category detennines subsequent measurement and whether any resulting

income and expense is recognised in profit or loss.
Page 16
Company No:-I045679 - W
3. Significant accounting policies (cont'd)

3.2 Financial instrnments (cont'd)
3.2.2 Financial assets - categorisation and snbseqnent measurement (cont'd)
All financial assets except for those at fair value through profit or loss are subject to
review for impainnent at least at each end of the reporting year. Financial assets are
impaired when there is any objective evidence that a financial asset or a group of
financial assets is impaired. Different criteria to detennine impainnent are applied
for each category of financial assets.
A financial asset or pati of it is derecognised when, and only when the contractual
rights to the cash flows from the financial asset expire or the financial asset is
transferred to another patiy without retaining control or substantially all risks and
rewards of the asset. On derecognition of a financial asset, the difference between
the catTying amount and the sum of the consideration received (including any new
asset obtained less any new liability assumed) and any cumulative gain or loss that
had been recognised in equity is recognised in the profit or loss.
3.2.3 Financial liabilities - categorisation and subsequent measurement
After the initial recognition, financial liability is classified as:
(a) financial liability at fair value through profit or loss;

(b) other financial liabilities measure at amOliised cost using the effective interest
method;
A financial liability or a part of it is derecognised when, and only when, the

obligation specified in the contract is discharged or cancelled or expires. On
derecognition of a financial liability, the difference between the carrying amount of
the financial liability extinguished or transtimed to another patiy and the
consideration paid, including any non-cash assets transferred or liabilities assumed,
is recognised in profit or loss.
At the repoliing date, the Company carries only other liabilities measured at
amortised cost on its statement of financial position.
Other liabilities measured at amortised cost
The Company's financial liabilities include term loan, other payables, amount due
to holding company and a related company.
Other liabilities are subsequently measured at ammiised cost using the effective
interest method.
Page 17
I Company No:-1045679 - W I
3.2 Financial instruments (cont'd)
3.2.4 Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the
statement of financial position if, and only if, there is a cUlTently enforceable legal
right to offset the recognised amounts and there is an intention to settle on a net
basis, or to realise the assets and settle the liabilities simultaneously.
3.3 Cash and cash equivalents
Cash and cash equivalents comprises of cash in hand.
3.4 Taxation
Income tax on the profit for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable
profit for the year and is measured using the tax rates that have been enacted at the
balance sheet date.
Taxable profit is the profit for a period adjusted for tax purposes in accordance with
the provisions of prevailing revenue legislation.
3.5 Deferred Taxation
Deferred tax is recognised using the liability method for all temporary differences
between the calTying amounts of assets and liabilities and their tax bases at the
balance sheet date. Deferred tax liabilities are recognised for all taxable temporary
differences. DefelTed tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent that it is probable
that nlture taxable profit will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised. DefClTed tax
assets and liabilities are not recognised on temporary differences arising from
goodwill or negative goodwill or from the initial recognition of an asset or liability
in a transaction which is not a business combination and at the time of the
transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply to the period when the assets are realised or the liabilities are settled. The
carrying amount of a defelTed tax asset is reviewed at each balance sheet date and is
reduced to the extent that it becomes probable that sufficient future taxable profit
will be available.
Page [8
Company No:-l 045679 - W
•
3.5 Deferred Taxation (cont'd)
DefelTed tax is recognised in the income statement, except when it arises fi'om a
transaction which is recognised directly in equity. In this case the defelTed tax is
charged or credited directly in equity. When the defelTed tax arises from a business
combination that is an acquisition, it is in included in the resulting goodwill or
negative goodwilL
3.6 Related Party
Parties are considered to be related if one party has the ability to control the other
party or exercise influence over the other party, to the extent that it prevents the
other party from pursuing its own separate interests in making financial and
operating decisions.
4. Revenue
No revenue is generated during the year.
5. Other income
2017 2016
RM RM
Other income 6,543

Waive of debt 3,243
9,786
6. Loss before taxation

Loss before tax has been determined after charging the following items:
2017 2016
RM RM
Audit fee 1,000 800
Page 19
•
Company No:-I 045679 - W
•
7. Taxation
No provision for taxation has been made in the financial statements as the company
has no chargeable income.
Provision for taxation is detennined by applying the Malaysian tax rate of 18%
(2016: 19%) on chargeable income.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective
jurisdictions.
A reconciliation of income tax expense applicable to (loss) / profit before tax at the
statutory income tax rate expense at effective tax rate of the Company is as
follows:-
2017 2016
RM RM
(Loss) / Profit before taxation (65,671) 7,217
Effects of changes in statutory tax rate (11,821) 1,371

ofl8% (2016: 19%)
Tax effects of:

Non-deductab1e expenses 11,821 488
Non-taxable income (1,859)
Total income tax expense
8. Share capital
2017 2016
No. of No. of
shares RM shares RM
IS'sued and fully paid ordinary
shares of RMI each *
As at the beginning/end ofthe year 2 2 2 2
"Upon effective date of the Companies Act, 2016 on 31 January 2017, the
ordinary shares no longer have any par value.
Page 20
,
I Company No:-I045679 - wi
•
9. Amount due to related / holding company

These represent amounts due to related / holding company are unsecured, interest
free, and repayable on demand.
The ultimate holding company is Touch Group Holdings Sdn Bhd, a company
10. Financial instrument

10.1 Categories of financial instruments
The table below provides an analysis of financial instrument categorised as

financial assets and financial liabilities measured at amortised cost ("AC").
2017 2016
Carrying Carrying
amount AC amount AC
RM RM RM RM
Financial assets
Cash balance 2 2 2 2
Financial liabilities
Accruals 1,921 1,921
11. Event subsequent to the statement of financial position

date.
On 23 January 2018, the shareholder of the Company has been transfered to Touch
Mindscape Sdn. Bhd. of with total consideration of RM2.
Therefore, the Director of the Company regarded Touch Mindscape Sdn Bhd, of a
company is incorporated in Malaysia as Holding company.
Page 21
• (Company No.: 1045679 - W)
Detail of statement of profit or loss

2017 2016
RM RM
REVENUE
OTHER INCOME 9,786
ADMINISTRATION EXPENSES
Audit fee (1,000) (800)
Printing and stationeries (384) (829)
Secretarial fee (630) (940)
Professional fee (63,600)
GST expenses (57)
(LOSS) / PROFIT BEFORE TAXATION (65,671) 7,217
(For Management purposes only)

Touch Mindscape Sdn. Bhd.
(Company No.: 743499-T)
and its subsidiaries

31 December 2017

Company No.: 743499-T

INDEX
Contents Page
CORPORATE INFORMATION 1
DIRECTORS' REPORT 2··6
STATEMENT BY THE DIRECTORS 7
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME '12
STATEMENT OF FINANCIAL POSITION 13 -14
STATEMENT OF CASH FLOW 16 -18

DIRECTORS Raja Dato'Mufik Affandi Bin Raja Khalid

Tengku Dato' Muhamad Mazlan bin Tengku
Putera Zainal Abidin
SECRET ARIES Sepekar Zanidah Binti Hussin (LS 007244)
REGISTERED OFFICE N047

lalan Bukit Indah 3/21
Bukit Indah
68000 Ampang
Selangor Daml Ehsan
PRINCIP AL PLACE OF NO.19A

BUSINESS lalan Wickham
55000 Ampang Hilir
Kuala Lumpur

No. 5-1, Level 5,
PV128, No. 128,
lalan Genting Kelang
53300 Kuala Lumpur
PRINCIPAL BANKERS OCBC Bank Berhad

CIMB Bank Berhad
Bank Muamalat Malaysia Berhad
AmBank (M) Berhad
Page 1
Touch Mindscape Sdno Bhd.
Directors' report
The Directors have pleasure in submitting their report together with the audited financial
statements of the Company for the year ended 31 December 2017.
The Company is principally engaged in the business of construct, own, lease and provide
network facilities and services to telecommunication companies for the entire Peninsular
Malaysia.
The principal activities of the subsidiaries companies are described in Note 11 to the
financial statements.
There have been no significant changes in the nature of these activities during the year.
Financial results
Group Company
RM RM
Net profit for the financial year attributable to:

Owner of the Company 19,811,773 1,301,443
Non-controlling interest 4,694,295
24,506,068 1,301,443


Dividends
Page 2
Company No .• 743499-T

Directors who served since the date of the last report are. -
Raja Dato'Mufik Affandi Bin Raja Khalid

None of the Directors holding office at the end of the year had any interest in the shares
of the Company or its related corporations during the year under review.
Directors' benefits
Since the end of the previous year, no Director of the Company has received nor become
Company with the Director or with a firm of which the Director is a member, or with a
Company in which the Director has a substantial financial interest
corporate.
The amount of the remunerations of the Directors or past Directors of the Company
comprising remunerations received/receivable from the Company during the year are
disclosed in Note 7 to the financial statement.
Indemnifying Directors, Officers or Auditors

Company.
Page 3
Other Statutory Information

Before the financial statements of the Company were prepared, the Directors took
reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing-off of bad
debts and the making of allowance for doubtful debts, and have satisfied
themselves that all known bad debts had been written-off and that adequate
allowance had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised at their book
values in the ordinary course of business have been written down to their
estimated realisable values.
reasonable steps:
(c) to ascertain that proper action had been taken in relation to the writing-off of bad
themselves that all known bad debts had been written-off and that adequate
allowance had been made for doubtful debts; and
(d) to ensure that any current assets which were unlikely to be realised at their book
As of the date ofthie report, the Directors are not aware of any circumstances:
(a) which would render the amount written off for bad debts or the amount of the
allowance for doubtful debts inadequate to any substantial extent in the financial
statements of the Company; or
(b) which would render the values attributed to current assets III the financial
( c) which have arisen render adherence to the existing method of valuation of assets
or liabilities of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render
any amount stated in the financial statements of the Company misleading.
Page 4
Other Statutory Information (cont'd)

As of the date of this report, there does not exist;
(a) any charge on the assets of the Company which has arisen since the end of the
year and secures the liability of any other person; or
(b) any contigent liability of the Company which has arisen since the end of the year.
No contigent or other liability has become enforceable, or is likely become enforceable,

within the period of twelve months after the end of the year which, in the opinion of the
Directors, will or may substantially affect the ability of the Company to meet its
obligations as and when they fall due.
In the opinion of the Directos:
(a) the results of the operations of the Company during the year were not
nature.
(b) no item, transaction or event of a material and unusual nature has arisen in the
interval between the end of the year and the date of this report which is likely to
affect substantially the results of operations of the Company for the year in which
this report is made.
Ultimate holding company

The Company is a subsidiary of Touch Group Holdings Sdn Bhd, of which is
incorporated in Malaysia and regarded by the Directors as the Company's ultimate
holding company, during the financial year and until the date of this report.
auditors are disclosed in Note 7 to the financial statements.
Page 5
Auditors
The auditors, Messrs. Adam & Co., have indicated their willingness to accept re-
appointed.
Signed on behalf of the board of Directors 111 accordance with a resolution of the
Directors: -
, MUHAMAD MAZLAN
UTERA ZAINAL ABIDIN
Director
. L~. . . . . . . . . . .
DATO' MOHD PATHIL BIN AHMAD
Director
Kuala Lumpur
Date: 2 B HAY 2018
Page 6
We, TENGKU DATO' MUHAMAD MAZLAN BIN TENGKU PUTERA ZAINAL
ABIDIN and DATO' MOHD PATHIL BIN AHMAD, being two of the Directors of
TOUCH MINDSCAPE SDN. BHD., state that, in the opinion of the Directors, the
financial statements set out on pages 12 to 43 are drawn up in accordance with Malaysian
Private Entities Reporting Standard and the requirements of the Companies Act, 2016 in
Malaysia so as to give a true and fair view of the financial position of the Group and of
the Company at 31 December 2017 and the financial performance and cash flows of the
Group and of the Company for the year ended on that date.
Signed on behalf of the board of Directors in accordance with a resolution of the

Directors:
HAMAD MAZLAN
... ~... .. .... ...... .
~~;~~itPATHIL
RA ZAINAL ABIDIN BIN AHMAD
Director Director
Kuala Lumpur
Date: 2 B HAY ,me
pursuant to Section 251(1)(b) of the Companies Act, 2016
I, DATO' AZMAN BIN OMAR, (IIC No.:640608-71-5027), being the Officer primarily
responsible for the financial management of TOUCH MINDS CAPE SDN. BHD., do
solemnly and sincerely declare that the accompanying financial statements set out on
pages 12 to 43 are in my opinion correct, and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Subscribed and solemnly declared by )

the abovenamed DATO' AJ..~~~ )
at Kuala Lumpur in t.M~~~---;;'~ )
Wilayah Persekutu )
~ DATO'
Before me:-
Commissioner fo
Si\MSIAH lllNTl ALl (No. IN 589)

PESUIWHJAYi\ SUMPAH
NO. 14 2B, 'l'I<T BAWAIi
BON. UMNO SELANGOR Page 7
:fALAN IPOH, IiJ 200
KUAI..A LUMPun W.P.
Independent Auditors' Report to the menlbers of
Report on the Financial Statements
Opinion
We have audited the financial statements of Touch Mindscape Sdn. Bhd., which
comprise the statement of financial position as at 31 December 20] 7, and the statement
of comprehensive income, statement of changes in equity and statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, as set out on pages 12 to 43.
financial position of the Group and of the Company as at 31 December 2017, and of its
financial performance and its cash flows for the year then ended in accordance with
Malaysian Private Entities Reporting Standard and the requirements of the Companies
Act, 2016 in Malaysia.
Basis for Opinion

and International Standards on Auditing. Our responsibilities under those standards are
further described in the Auditors' Responsibilities for the Audit of the Financial
We are independent of the Group and of the Company in accordance with the By-Laws
(on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants
("By-Laws") and the International Ethics Standards Board for Accountants' Code of
Ethics for Professional Accountants ("IESBA Code"), and we have fulfilled our other
ethical responsibilities in accordance with the By-Laws and the TESBA Code
Information Other than the Financial Statements and Auditors 3 Report Thereon
The directors of the Company are responsible for the other information. The other
information comprises the Directors' Report but does not include the financial statements
of the Company and our auditors' repoli thereon.
Our opinion on the financial statements of the Group and of the Company does not cover
the Directors' Report and we do not express any form of assurance conclusion thereon.
KUALA LUMPUR SHAH ALAI!! BANG I SEREII'lBAN

No. 5-1, Level 5, No.5A, No. 29-1-18 No.408-2, Jalan Haruen 4 E-Mail
PV 128.No. 128 Jalan Tengku Ampuan Zabedah 9/9J, Jelen Medan PB 2B, Seksyen 9 Oakland Commercial Center edmin@adamco.my
Jalan Genung Klang, Seksyen 9, 4D100 Shah Alam, 43650 Bander Baru Bangi, 70300 Seremban,
53300 Kuala Lumpur Selangor Darul Ehsan Seiplfi~@~1 Ehsen Nageli Sembilsn URL
~,
[T 1+60341416242 [T I +6 03 5524 4744 I 4D44 [ T I +6 03 8926 9480 [ T I +6 06 6014 700 W\fJW.edamco.my

[F 1+6 03 41416275 [ F I +6 03 5524 4344 [ F J +6 03 8922 2500 [F]+6066014951
Touch Mindscape Sdn. Bhd.(cont'd)
Information Other than the Financial Statements and Auditors' Report Thereon
(cont'd)
In connection with our audit of the financial statements of the Group and of the
Company, our Directors' Report is materially inconsistent with the financial statements
of the Group and of the Company or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we have nothing to report in this regard.
Responsibilities of the Directors for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements
of the Group and of the Company that give a true and fair view in accordance with
Malaysian Private Entities Reporting Standard and the requirements of the Companies
Act, 2016 in Malaysia. The directors are also responsible for such internal control as the
directors determine is necessary to enable the preparation of financial statements of the
Group and of the Company that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are
responsible for assessing the Group and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group and
the Company or to cease operations, or have no realistic alternative but to do so.
of the Group and of the Company as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors' report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Page 9
Touch Mindscape Sdn. Bhd. (co nt' d)
Auditors' Responsibilities for the Audit of the Financial Statements (cont' d)
As part of an audit in accordance with approved standards on auditing in Malaysia and

International Standards on Auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
of the Group and of the Company, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design

an OpInIOn on the effectiveness of the Group and of the Company's internal
control.
Evaluate the appropriateness of accounting policies used and the reasonableness

of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis
on the Company's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors'
report to the related disclosures in the financial statements of the Company or, if
on the audit evidence obtained up to the date of our auditors' report. However,
future events or conditions may cause the Group and the Company to cease to
continue as a going concern.
of the Group and of the Company, including the disclosures, and whether the
financial statements of the Group and of the Company represent the underlying
transactions and events in a manner that achieves fair presentation
We communicate with the directors regarding, among other matters, the planned scope
Page 10
Touch Mindscape Sdn. Bhd. (cont'd)
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with
assume responsibility to any other person for the content of this report.
ADAM & CO.

~~~--~
ADAM SELAMAT BIN MUSA
AF 1250 020 19103/2020J
Kuala Lumpur
Date: 2 B HAY 2018
Page 11
Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated
Revenue 4 110,648,268 94,305,717 35,387,792 20,361,053
Cost of sales (47,804,237) (42,409,804) (13,341,444 ) (4,357,344)
Gross profit 62,844,031 51,895,913 22,046,348 16,003,709
Other operating income 5 773,125 523,143 331,490 115,493
Administration expenses (12,195,623) (25,420,237) (2,310,287) (10,842,987)
Finance costs 6 (17,874,059) (4,438,716) (17,853,813) (4,228,296)
Profit before taxation 7 33,547,474 22,560,103 2,2l3,738 1,047,919
Taxation 9 (9,041,406) (3,934,040) (912,295) 225,081

Net profit for the year /
Total comprehensive profit
for the year 24,506,068 18,626,063 1,301,443 1,273,000
Profit attributable to:

Equity of holder of the Company 19,811,773 14,727,193 1,301,443 1,273,000
Non-controlling interest 4,694,295 3,898,870
24,506,068 18,626,063 1,301,443 1,273,000
T'he accompanying notes fC)n11 an integral part of these financial statements.
Page 12
Statement of financial position as at 31 December 2017
Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated
ASSETS
Non current asset
Property, plant and equipments 10 166,423,657 159,758,850 117,208,506 113,879,161
Investment in subsidiaries 11 54,150,000 54,150,000
Current assets
Asset in progress 16,476,360 - 16,370,061 -
Trade receivables 12 44,273,107 10,130,140 38,351,599 5,325,753

Other receivables and prepayment 12 15,151,389 4,689,892 1,749,098 2,088,355
Amount due from ultimate
holding company 14 107,423,902 144,858,812 - -
Amount due from subsidiary
companies 14 - - - 7,273
Amount due from related
company 14 40,635,801 119,465,481 40,629,939 115,323,727
Amount due from other
related party 14 3,070,784 862,157 - -
Tax recoverable 968,821 1,158,407 968,821 1,158,407
Cash and bank balances 18 22,259,004 30,162,959 2,402,147 11,004,439
Deposits with financial institution 13 18,224,717 9,287,013 13,838,005 4,062,247
268,483,885 320,614,861 114,309,670 138,970,201
Total Assets 434,907,542 480,373,711 285,668,176 306,999,362
EQUITY AND LIABILITIES

Capital and reserves
Share capital 15 25,000,000 25,000,000 25,000,000 25,000,000
Non-controlling interest 26,700,950 22,006,655 - -
Retained earnings 99,198,257 68,374,743 7,295,513 5,994,070
150,899,207 115,381,398 32,295,513 30,994,070
Page 13
(cont'd)
Group Company
2017 2016 2017 2016
Note RM RM RM RM
Non current liabilities

Borrowings 16 227,707,902 245,187,500 227,707,902 245,187,500
Deferred taxation 17 6,775,277 5,186,170 828,291
Hire purchase 16 608,182 162,166
Goodwill on consolidation 11,257,741
Current liabilities
Trade payab1es 3,868,840 27,923,223 1,289,777 1,731,408
Other payables and accruals 34,372,389 38,310,011 4,106,538 2,083,092
Amount due to ultimate
holding company 14 3,974,056 8,945,522 2,513,831 8,243,293
Amount due to holding company 2,513,831 - - -
Amount due to related companies 14 - 1,300,381 - -
Amount due to subsidiary
compa111es 14 - - 16,739,868 18,769,107
Tax payable 4,091,616 26,890,873 - -
I-lire purchase 16 96,242 - 24,290 -
Borrowings 16 - (9,108) - (9,108)
48,916,974 103,360,902 24,674,304 30,817,792
Total Equity and Liabilities 434,907,542 480,373,711 285,668,176 306,999,362
The accompanying notes form an integral part ofthese financial statements.
Page 14

Share capital Non-
Retained
controlling
earnings
Ordinary Preference interest Total
GROUP RM RM RM RM RM
As previously stated 14,100,000 10,900,000 53,647,550 18,107,785 96,755,335
Plior year adjustment 11,011,741 11,011,741

As restated 14,100,000 10,900,000 64,659,291 18,107,785 107,767,076
Net profit for the year / Total comprehensive profit for the year 14,727,193 14,727,193
Balance as at 31 December 2016 / 1 January 2017 14,100,000 10,900,000 79,386,484 22,006,655 126,393,139
Balance as at 31 December 2017 14,100,000 10,900,000 99,198,257 26,700,950 150,899,207
Page 15
Touch Mindscape Sdn. Bhd .

for the year ended 31 December 2017 (cont'd)
Share capital Retained

Ordinary Preference earnings Total
COMPANY RM RM RM RM
Balance as at 1 January 2016 14,100,000 10,900,000 4,721,070 29,721,070
Balance as at 31 December 2016 / 1 January 2017 14,100,000 10,900,000 5,994,070 30,994,070
Balance as at 31 December 2017 14,100,000 10,900,000 7,295,513 32,295,513
Page 16
Statement of cash flow

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Net profit from ordinary activities 31,331,823 22,560,103 2,213,738 1,047,919
before taxation
Adjustment for:-
Depreciation of property, plant
and equipments 9,874,277 16,269,650 3,646,167 1,969,737
Interest expense 17,821,537 (4,438,716) 17,853,813 4,228,296
Interest income 511,831 309,778 (331,490) (115,493)
Loss on disposal of property, plant
and equipments 24,077 24,077
Gain on disposal of property, plant
and equipments (145,296)
Operating profit before working 59,418,249 34,700,816 23,406,305 7,130,459

capital changes
Page 17

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Changes in working capital:-

Decrease / (Increase) in trade receivables (34,142,967) 1,052,570 (33,025,846) 2,273,637
Increase in asset in progress (57,106,299) (57,000,000)
Decrease in other receivables
and prepayment (8,239,846) 565,171 339,257 (76,846)
Increase in deposit (8,937,704) (723,906) (9,775,758) (578,640)
Decrease in amount due from subsidiary
company 7,273 (4,343)
Increase in amount due from
ultimate holding company 37,434,910 (2,011,651)
Increase in amount due from other
related parti es (2,209,627) (386,430)
Increase in amount due
from related companies 119,459,619 (115,952,249) 115,323,727 (115,317,727)
(Increase) / Decrease in trade payables (24,054,383) (83,453,242) (441,631) (92,982,514)
(Increase) / Decrease in other payables (3,942,622) (3,636,850) 2,023,446 926,457
Increase in amount due to
subsidiary companies (2,029,239) 3,995,768
(Increase) / Decrease in amount due
to related companies (1,300,381 ) (261,373)
Increase in amount due to holding company 2,513,831
Increase in amount due to ultimate
holding company (4,971,466) (1,254,956) (5,729,462) (1,235,549)
Cash generated (used in) / from operating activities 73,921,314 (171,362,100) 33,098,072 (195,869,298)
Interest paid (17,821,537) 4,438,716 (17,853,813 ) (4,228,296)

Income taxes paid (30,665,463) (11,340,596) (251,911) (400,700)
Interest received
Tax refund 357,493 357,493
Net cash generated (used in) /
from operating activities 25,434,314 (178,263,980) 15,349,841 -~
Page 18

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Cash flows from investing activities

Purchase of property, plant and
equipment (16,800,734) (11,281,328) (7,457,402) (53,106)
Proceed from disposal of property,
plant and equipment 1,087,293 655,813
Interest received (511,831) (309,778) 331,490 115,493
Net cash used in investing activities (16,225,272) (11,591,106) (6,470,099) 62,387
Financing activity
Repayment of borrowings (17,470,490) 202,539,216 (17,491,141) 241,313,636
Proceed of borrowings 9,108 (31,115,349)
Net cash generated from / (used in)
financing activity (17,470,490) 202,539,216 (17,482,033) 210,198,287
Net increase in cash and cash

equivalents (7,903,955) 12,684,130 (8,602,291) 9,762,380
Cash and cash equivalents
brought fonvard 30,162,959 17,478,829 11,004,439 1,242,059
carried fonvard 18 22,259,004 30,162,959 2,402,148 11,004,439
The accompanying notes form an integral part of these financial statements
Page 19
1. Principal activities and corporate information
1.1 Principal Activities
The Company is principally engaged in the business of construct, own, lease and
provide network facilities and services to telecommunication companies for the
entire Peninsular Malaysia.
The principal activities of the subsidiaries companies are described in Note 11 to

the financial statements.
There have been no significant changes in the nature of these activities during the
year.
1.2 Legal Status and Country of Incorporation
Touch Mindscape Sdn. Bhd. is a private company limited by shares, incorporated

and domiciled in Malaysia.
1.3 Ultimate holding company
The Company is a subsidiary of Touch Group Holdings Sdn Bhd, of which is

incorporated in Malaysia and regarded by the Directors as the Company's ultimate
holding company, during the financial year and until the date of this report.
The financial statements were authorised for issue by the Board of Directors in
accordance with a resolution ofthe Directors on: 2 8 MAY 2018
2.1 Compliance
the provisions of the Companies Act, 1965 and the Malaysia Private Entities
Reporting Standards.
Page 20
Company No.: 743499-'~
2. Basis of preparation (cont'd)
amounts are expressed in units of Ringgit.
3. Accounting policies
cost convention and on a going concern basis unless otherwise indicated.
3.2 Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the

Company and entities controlled by the Company (its subsidiary companies) made
up to 31 December 2017. Control is achieved where the Company has the power to
govern the financial and operating policies of an entity so as to obtain benefits from
its activities. Control is presumed to exist when the Group owns, directly or
indirectly through subsidiary companies, more than half of the voting power of the
entity.
The results of subsidiary companies acquired or disposed of during the financial

year are included in the consolidated statements of comprehensive income from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiary

companies to bring their accounting policies into line with those used by other
members of the Group.
All intra-group transactions, balances and resulting unrealised gains are eliminated
on consolidation. Unrealised losses are eliminated on consolidation unless costs
cannot be recovered.
Non-controlling interests in the net assets of consolidated subsidiary companies are

identified separately from the Group's equity therein. Non-controlling interests
consist of the amount of those interests at the date of the original business
combination and the minority's share of changes in equity since the date of the
combination. Losses applicable to the minority in excess of the minority's interest
in the subsidiary companies's equity are allocated against the interests of the Group
except to the extent that the minority has a binding obligation and is able to make
an additional investment to cover the losses.
Page 21
3. Accounting policies (cont'd)

3.2 Basis of Consolidation (cont' d)
The acquisition of subsidiary companies is accounted for using the purchase

method. The cost of the acquisition is measured at the aggregate of the fair values,
at the date of exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquiree, plus any
costs directly attributable to the business combination. The acquiree's identifiable
assets, liabilities and contingent liabilities that meet the conditions for recognition
under MPERS 9 are recognised at their fair values at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at

cost, being the excess of the cost of the business combination over the Group's
interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities recognised. If, after reassessment, the Group's interest in the net fair
value of the acquiree's identifiable assets, liabilities and contingent liabilities
exceeds the cost of the business combination, the excess is recognised immediately
in the income statements.
The interest of minority shareholders in the acquiree is initially measured at the

minority'S proportion of the net fair value of the assets, liabilities and contingent
liabilities recognised.
3.3 Investments in Subsidiaries
Investments in subsidiaries is stated at cost less impairment losses.
Non-current investments are stated at cost less impairment losses. On disposal of an

investment, the difference between net disposal proceeds and its carrying amount is
recognised in the income statement.
3.4 Revenue Recognition
Revenue from services rendered is recognised on an accrual basis.
Other revenues earned by the Company are recognised on the following bases:-
Interest income is recognised on an accrual basis (taking into account the

effective yield on the asset) unless its collectibility is in doubt.
Page 22
3.5 Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and
impairment loss, if any.
The carrying amounts of property, plant and equipment are reviewed at each
balance sheet date to determine whether there is any indication of impairment. An
impairment loss is recognized as an expense in the income statement.
The towers constructed under the project management is amortised from the date of
completion of construction up to the year pursuant to the term and conditions of the
Project Management Agreement.
Depreciation is provided on the straight-line method in order to write off the cost of
each asset to its residual value over its estimated useful life. Depreciation of an
asset does not cease when the assets becomes idle or is retired from active use
unless the asset is fully depreciated.
The principal rates used are as follows:--

%
Motor Vehicles 20
Telecommunication towers 10
Furniture and fittings 10
Office renovation 10-20
Office equipment 10
Lamp pole 10
Fiber optic 2.5
Consumable tools 10
Computer 10
Wifi equipment 5
Upon disposal of an item of property, plant and equipment, the difference between
the net disposal proceeds and the net carrying amount is recognized in the income
statement and the revaluation reserve related to those assets, if any, is transferred
directly to retained profits.
Page 23

3.6 Leased Assets
Asset financed by lease agreements that transfer substantially the risks and the right
of ownership (finance lease) are capitalized as if they had been purchased outright
at values equivalent to the present value of the total rental payable during the
periods of the leases and the corresponding lease commitments are included under
liabilities. The excess of the lease payments over the recorded lease obligations is
treated as lease finance charges, which are amortised over each lease term to give a
constant rate of charge on the remaining balance of the obligation.
These assets are depreciated over their estimated useful lives in accordance with the
depreciation policy of the Company.
All other leases are classified as operating lease and the lease rentals are recognised
as an expense in the income statement on a straight-line basis over the lease
periods.
3.7 Impairment of Assets
The carrying amounts of assets, other than inventories, assets ansmg from
construction contracts, deferred tax assets and financial assets (other than
investments in subsidiaries, associates and jointly controlled entity) are reviewed
for impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with their
recoverable amounts. The recoverable amount is the higher of an asset's net selling
price and its value in use, which is measured by reference to discounted future cash
flows. Recoverable amounts are estimated for individual asset, or if it is not
possible, for the cash-generating unit.
An impairment loss is recognised as an expense in the income statement

immediately, unless it reverses a previous revaluation, in which case it is treated as
a revaluation decrease.
Any subsequent increase in the recoverable amount of an asset is treated as reversal

of the previous impairment loss and is recognised to the extent of the carrying
amount of the asset that would have been determined (net of amortisation or
depreciation) had no impairment loss been recognised. The reversal is recognised in
the income statement immediately, unless the asset is carried at revalued amount. A
reversal of an impairment loss on a revalued asset is credited directly to revaluation
surplus. To the extent that an impairment loss on the same revalued asset was
previously recognised as an expense in the income statement, a reversal of that
impairment loss is recognised as income in the income statement.
Page 24
I ~ompany No.: 743499-T
(i) Initial recognition and measurement
A financial instrument is recognised in the financial statements when, and

only when, the Group or the Company becomes a party to the contractual
provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the

case of a financial instrument not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition or issue of
the financial instrument.
An embedded derivative is recognised separately from the host contract and

accounted for as a derivative if, and only if, it is not closely related to the
economic characteristics and risks of the host contract and the host contract
is not recognised at fair value through profit or loss. The host contract, in the
event and embedded derivative is recognised separately, is accounted for in
accordance with policy applicable to the nature of the host contract.
(ii) Financial instrument categories and subsequent measurement
The Company categories financial instruments as follows:
Financial assets
a) Financial assets at fair value through profit or loss
Fair value through profit or loss category comprises financial assets that are
held for trading, including derivatives (expect for a derivative that is
designated and effective hedging instrument) or financial assets that are
specifically designated into this category upon initial recognition.
Other financial assets categorized as fair value through profit or loss is

subsequently measured at their fair values with the gain or loss recognised
in profit or loss.
All financial liabilities are subsequently measured at amortised cost other

than those categorised as fair value through profit or loss.
Fair value through profit or loss category comprises financial liabilities that
are held for trading, derivatives (except for a derivative that is a financial
guarantee contract or a designed and effective hedging instrument) or
financial liabilities that are specifically designated into this category upon
initial recognition.
Page 25
Company No.: 743~99~T I

3.8 Financial instr-uments (cont' d)
(ii) Financial instrument categories lind subsequent measurement (cont'd)
Financial liabilities (cont' d)
Derivatives that are linked to and must be settled by delivery of unquoted

equity instruments whose fair values cannot be reliably measured are
measured at cost.
Other financial liabilities categorized as fair value through profit or loss is

subsequently measured at their fair values with the gain or loss recognised in
profit or loss.
(iii) Derecognition
A financial asset or part of it is derecognised when, and only when the

contractual rights to the cash flows from the financial asset expire or the
financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a
financial asset, the difference between the carrying amount and the sum of
the consideration received (including any new asset obtained less any new
liability assumed) and any cumulative gain or loss that had been recognised
in equity is recognised in the profit or loss.

derecognition of a financial liability, the difference between the carrying
amount of the financial liability extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in the profit or loss.
3.9 Taxation
balance sheet date.
Page 26
Company No.: 743499~
between the carrying amounts of assets and liabilities and their tax bases at the
differences. Deferred tax assets are recognised for all deductible temporary
that future taxable profit will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are not recognised on temporary differences
arising from goodwill or negative goodwill or from the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time
of the transaction, affects neither accounting profit nor taxable profit.
carrying amount of a deferred tax asset is reviewed at each balance sheet date and is
will be available.
Deferred tax is recognised in the income statement, except when it arises from a
transaction which is recognised directly in equity. In this case the deferred tax is
charged or credited directly in equity. When the deferred tax arises from a business
negative goodwill.
3.12 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and cash in hand including bank
overdraft.
3.13 Employee Benefits
,short term employee benefits
Wages, salaries and social security contributions are recognised as an expense in

the year in which the associated services are rendered by employees of the
Company. Short term accumulating compensated absences such as paid annual
leave are recognised when employees render services that increase their entitlement
to future compensated absences. Non-accumulating compensated absences, such as
sick and medical leaves are recognised when the absences occur.
The expected cost of accumulating compensated absences is measured as the

additional amount expected to be paid as a result of the unused entitlements that
have accumulated at the balance sheet date.
Page 27
Company No.: 743499-T ]

3.13 Employee Benefits (cont'd)
Defined contribution plan
Contributions to the Employees Provident Fund are recognised as an expense in the

income statement in the period to which they relate.
3.14 Borrowing Costs
All borrowing costs expensed off during the year.
3.15 Related Party
Page 28
4. Revenue
Group Company
2017 2016 2017 2016
RM RM RM RM
Leasing of Telecommunication
Structure 75,936,676 68,036,380 2,023,996 2,099,700
Administration fee 1,620 1,620
Fiber rental 1,808,811 1,266,480 1,808,811 1,266,480
Fiber electricity 21,600 21,600
Row fiber 4,076,336 1,455,816 4,076,336 1,455,816
Smart CRAN project 168,365 168,365
Web TV - Tourism Malaysia 7,030,000 4,697,500 7,030,000 4,697,500
WiFi 68,120 68,120
Electricity supply 9,982,589 8,441,660 934,645 186,691
Maintenance income 965,000 647,642 965,000 647,642
Construction contracts 6,520,876 4,205,121
Management fee 18,000,000 9,939,104
Rental income from genset 4,136,395 5,486,998 357,419
110,648,268 94,305,717 35,387,792 20,361,053
5. Other operating income
Group Company
2017 2016 2017 2016
RM RM RM RM
Interest income 511,831 21,702 225,800 18,529

Motor vehicles rental income 10,308 49,188
Reversal of doubful debt 144,438
Gain on disposal of property, 145,296
plant and equipment
Interest on fixed deposit 91,149 291,249 91,149 82,398
Interest on money market 14,541 14,566 14,541 14,566
Others 2,000
773,125 523,143 331,490 115,493
Page 29
6. Finance cost
Group Company
2017 2016 2017 2016
RM RM RM RM
Interest on overdraft 1,347,407 1,176,399

Interest on hire purchase 26,261 39,412 5,448
Interest on term loan 17,847,797 3,051,897 17,847,797 3,051,897
17,874,059 4,438,716 17,853,245 4,228,296
7. Profit before taxation

Profit before taxation arrive after charging / (crediting) the followings:
Group Company
2017 2016 2017 2016
RM RM RM RM
Auditor remuneration 104,000 99,100 27,000 27,500

Depreciation of property,
plant and equipments 9,874,277 4,663,614 3,646,167 1,969,737
Directors' remunerations 1,660,000 1,653,000 210,000 210,000
Legal fee 2,000 2,000
Loss on disposal of property,
plant and equipments 24,077 24,077
Gain on disposal of property,
plant and equipments (145,296)
Management fee 1,356,000 695,094 186,000 186,000
Rental of motor vehicles 25,968 204,931 13,116 66,730
Rental of office 1,099,500 501,000 48,000 48,000
Staff cost (Note 8) 3,048,554 3,087,628 563,388 433,610
Page 30
8. Staff cost
Group Company
2017 2016 2017 2016
RM RM RM RM
Restated
Salaries and allowance 2,306,090 2,003,982 366,744 305,884

Bonus 58,560 521,761 58,560 64,090
EPF 425,099 344,316 51,740 38,654
Socso 30,655 29,761 7,045 6,127
Staff amenities and welfare 38,455 18,855 27,355 18,855
Overtime 189,695 168,953 51,944
3,048,554 3,087,628 563,388 433,610
9. Taxation
Group Company
2017 2016 2017 2016
RM RM RM RM
Tax expenses for the year 7,424,301 6,745,612 79,558 23,272

Under provision in prior years 27,998 1,135,052 4,446 22,882
Under / (Over) provision of deferred
tax in prior year 1,589,107 (3,345,851) 828,291 (271,235)
Under provision of deferred tax
in current year (600,773)
9,041,406 3,934,040 912,295 (225,081)
Provision for taxation is determined by applying the Malaysian tax rate of 24%
jurisdictions.
Page 31
9. Taxation (cont'd)
The tax income expense is reconciled to the accounting profit at the applicable tax
rate as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
Profit before tax 33,547,474 22,560,103 2,213,738 1,047,919
Effects of changes in statutory 8,051,394 5,414,425 531,298 251,501

tax rate of24% (2016:24%)
Tax effects of:

Non-deductable expenses 312,662 5,494,215 44,641 2,220,544
Non-taxable income (73,776) (4,447)
Utilisation of capital allowance (939,755) (4,834,025) (496,381) (2,444,326)
Under provision in prior
years 27,998 1,279,052 4,446 22,882
Under / (over) provision of deferred

tax in prior year 1,589,107 (3,345,851) 828,291 (271,235)
Total income tax expense 9,041,406 3,934,040 912,295 (225,081)
Page 32
10. Property, plant and equipment
Office Furniture & Consumable Balance

GROUP equipment Renovation Fittings Lamp pole Fiber optic tools Computer elf
RM RM RM RM RM RM RM Rt1VI
Cost
Opening balance 570,829 10,220 31,088 4,158,828 116,272,991 44,919 79,111 121,167,986
Additions 49,889 1,000 29,228 80,117
Disposals
Closing balance 620,718 10,220 31,088 4,158,828 116,272,991 45,919 108,339 121,248,103
Accumulated depreciation
Opening balance 280,642 10,219 25,403 2,467,981 4,858,715 19,606 115,659 7,778,225
Charges for the year 65,231 3,662 415,882 2,906,824 4,514 19,858 3,415,971
Disposals
Closing balance 345,873 10,219 29,065 2,883,863 7,765,539 24,120 135,517 11,194,196
Net book value

As at 31 December 2017 274,845 1 2,023 1,274,965 108,507,452 21,799 (27,178) 110,053,907
As at 31 December 2016 290,187 5,685 1,690,847 111,414,276 25,313 (36,548) 113,389,761
Page 33
~:mpany ~:-743499-T]
10. Property, plant and equipment (cont'd)
Property
Total Wifi Under Telecomunication Motor Telephone &
GROUP b/f equipment Consruction towers Vehicles accessories Total
RM RM RM RM RM RM
Cost
Opening balance 121,167,986 943,200 106,299 176,556,221 2,215,739 300,989,445
Additions 80,117 16,475,044 931,598 18,124 17,504,883
Disposals (943,200) (106,299) (430,000) (295,000) (1,774,499)
Closing balance 121,248,103 192,601,265 2,852,337 18,124 316,719,829
Opening balance 7,778,225 255,450 131,7 68,863 1,428,057 141,230,595
Charges for the year 3,416,246 7,860 5,981,602 450,445 18,124 9,874,277
Disposals (263,310} (250,116) (294,999) (808,425)
Closing balance 11,194,196 137,500,349 1,583,503 18,124 150296,172
Net book value

As at 31 December 2017 110,053,907 55,100,916 1,268,834 166,423,657
As at 31 December 2016 113,389,761 687,750 106,299 44,787,358 787,682 159,758,850
Page 34
Office Furniture & Consumable Wifi Motor Telephone &

Telco tower .
COMPANY EquipmentRenovation Fittings Lamp pole Fiber optic tools Computer equipment vehicle access ones Total
RM RM RM Rl\1 Rl\1 RlvI Rl\1 Rl\1 RM RM RM Rt'VI
Cost
Opening balance 35,034 10,220 13,837 4,158,828 116,272,991 44,919 65,700 943,200 121,544,729
Adjustment (275) (275)
Additions 1,000 29,228 222,158 7,384,892 18,124 7,655,402
Disposal (943,200) (943,200)
Closing balance 34,759 10,220 13,837 4,158,828 116,272,991 45,919 94,928 222,158 7,384,892 18,124 128,256,656
Opening balance 24,947 10,219 8,153 2,467,981 4,858,715 19,606 20,497 255,450 7,665,568
Charge for the year 2,135 486 415,882 2,906,824 4,514 25,129 7,860 25,758 239,180 18,124 3,645,892
Adjustment 2,095 3,176 (5,271)
Disposal (263,310) (263,310)
Closing balance 29,177 10,219 11,815 2,883,863 7,765,539 24,120 40,355 25,758 239,180 18,124 11,048,150
Net book value

As at 31 December 2017 5,582 2,022 1,274,965 108,507,452 21,799 54,573 196,400 7,145,712 117,208,506
As at 31 December 2016 10,087 5,684 1,690,847 111,414,276 25,313 45,203 687,750 113,879,161
Page 35

Analysed as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
At costs
Telecommunication towers 192,601,265 176,556,221 7,384,892
Motor vehicle 2,852,337 2,215,739 222,158
Furniture & fittings 31,088 31,088 13,837 13,837
Renovation 10,220 10,220 10,220 10,220
Office equipment 634,129 570,829 34,759 35,034
Lamp pole 4,158,828 4,158,828 4,158,828 4,158,828
Fiber optic 116,272,991 116,272,991 116,272,991 116,272,991
Consumable tools 45,919 44,919 45,919 44,919
Computer 94,928 79,111 94,928 65,700
Wifi Equipment 943,200 943,200
Telephone and accessories 18,124 18,124
Propcliy under construction 106,299
316,719,829 300,989,445 128,256,656 121,544,729
11. Investment in subsidiaries
Company
2017 2016
RM RM
Unquoted shares at costs 54,150,000 54,150,000
Page 36
11. Investment in subsidiaries (cont'd)

The Group's equity interest in the subsidiaries companies, its principal activities
and country of incorporation are as below:-
Effective Country
equity Principal of
Name of company interest activity incorporation
2017 2016
BTP Wireless Sdn. Bhd. 100% 100% Dormant Malaysia
Touch Mindscape (Mel aka) Sdn. Bhd. 55% 55% Engage in Malaysia
the business of
Communication
products
Touch Matrix Sdn. Bhd. 80% 80% Engage in Malaysia
the business of
Communication
products
All subsidiaries are audited by Messrs. Adam & Co.
12. Trade, other receivables and prepayments
The credit period granted to customer for the Group and the Company generally 30
days (2016: 30 days) unless otherwise agreed under contractual obligations.
Group Company
2017 2016 2017 2016
RM RM RM RM
Trade receivables 44,273,107 10,130,140 38,351,599 5,325,753

Other receivables 11,437,870 2,181,033 93,916 81,996
Prepayments 1,491,868 2,508,859 1,655,182 2,006,359
57,202,845 14,820,032 40,100,697 7,414,108
Page 37
13. Deposits with financial institution

Group Company
2017 2016 2017 2016
RM RM RM RM
Deposits with financial

institution 20,445,368 9,287,013 13,838,005 4,062,247
The deposit carried interest rate range from 3% to 3.6% (2016: 3% to 3.6%). Deposits of
the Group and the Company have average maturity period of 90 days (2016: 90
days).Deposits are pledged to borrowings as stated in Note 16 to the financial statements.
14. Amount due from / (to) subsidiaries, related companies, related

party and ultimate holding company
These represent amounts advanced from / (to) a subsidiaries, related companies, related
party and ultimate holding company are unsecured, interest free and repayable on demand.
The ultimate holding company is Touch Group Holdings Sdn Bhd, a company incorporated
in Malaysia.
Related company represents subsidiary companies of Touch Group Holdings Sdn. Bhd.
Related party represents company in which directors have interest.
Page 38
15. Share capital

2017 2016
No. of No. of
shares RM shares RM
Issued and full~ ~aid-u~

Ordinary shares of RMI * each
As at beginning of the year 14,100,000 14,100,000 14,100,000 14,100,000
As at end of the year 14,100,000 14,100,000 14,100,000 14,100,000
Preference shares of RMI * each


Total issued and fully paid
up capital 25,000,000 25,000,000 25,000,000 25,000,000
*Upon effective date of the Companies Act 2016 on 31 January 2017, the ordinary
shares no longer have par value.
16. Borrowings
Group Company
2017 2016 2017 2016
RM RM RM RM
Repayable:
Within 12 months
Term loan
Bank overdraft (9,108) (9,108)
Hire purchase payables 96,242 24,290
96,242 (9,108) 24,290 (9,108)
Page 39
~ompany No.: 743499-T
16. Borrowings (cont'd)
Group Compan)'
2017 2016 2017 2016
RM RM RM Rl\J
After 12 months
Tenn loan 227,520,402 245,000,000 227,520,402 245,000,000
Trade facility 187,500 187,500 187,500 187,500
Hire purchase pay abies 608,182 162,166
228,316,084 245,187,500 227,870,068 245,187,500
Term loan
Company:-
The Bank Muamalat Malaysia Berhad term loan is shall be up to an aggreagate

maximum principal amount of RM125.0 Million only. Interest is charged at 2.50%
per annum above bank's cost of funds during the term of the facility.
The Bank Kerjasama Rakyat Malaysia Berhad term loan is shall be up to an

aggreagate maximum principal amount ofRM90.0 Million only. Interest is charged
at 2.50% per annum above bank's cost of funds during the term of the facility.
The Koperasi Co-Opbank Persatuan Malaysia Berhad term loan is shall be up to an

aggreagate maximum principal amount ofRM35.0 Million only. Interest is charged
at 2.50% per annum above bank's cost of funds during the term of the facility.
Page 40
[ Company No.: 743499-T I
The term loan is secured against:
(i) Assignment over the agreement (where relevant) involving the Security
Parties including following:
(a) the Master License Agreements entered into by the Security Parties with
the relevant network services providers ("Telcos");
(b) the Authorised Work Orders issued by the Security Parties;
(c) the Project Management (PMA) entered between TMM and Melaka ICT
Holdings Sdn Bhd ("MITCH"); and
(d) any other material agreements / contracts entered into with the Telcos;
The above is to be completed within 6 months from Signing Date.
(ii) Debenture creating fixed and floating chargers over the present and future
assets to the Security Parties save and except for the future contracts and
future assets which are financed by other financiers.;
(iii) Assignment over the takaful / insurance 111 relation to the

telecommunications structures ("Assets")
(iv) Charge over the Security Parties' Designated Accounts and the Security
Parties'other accounts including those accounts with Affin Bank Berhad and
AmBank (M) Berhad ("Temporary Accounts");
(v) The Corporate Guarantee; and
(vi) Memorandum of charge over the shares issued by Security Parties.
Trade facility
Included in trade facility are long term trade facility of performance bond for
WebTv project that will be redeemable once the contract had been fulfilled.
Group:-
The purposes of the term loans are:
(i) To part finance the redemption of lOOMil term loan under Ambank.
(ii) To part finance the construction costs of telecommunication towers.
Page 41

Term loans are secured by the following:
(i) Pledged of fixed deposit by way of Memorandum of Deposit and letter of Set-
Off.
(ii) Specific debenture over fixed and f10ating assets.
(iii)Assignment of contract.
(iv)Assignment of insurance policy.
(v) First party and second charge over the existing Project Account opened with
the bank.
17. Deferred taxation

The components and movements of deferred tax liabilities and assets during the
year prior to offsetting are as follows :-
Group Company
2017 2016 2017 2016
RM RM RM RM
As at beginning of the year 5,186,170 9,132,794

Recognised in the
income statement (Note 9) 1,589,107 (3,946,624) 828,291 (271,235)
As at end of the year 6,775,277 5,186,170 828,291 (271,235)
Page 42
18. Cash and cash equivalents
Group Company
2017 2016 2017 2016
RM RM RM RM
Cash at bank 22,249,119 30,112,142 2,398,765 11,000,865

Cash in hand 9,885 50,817 3,382 3,574
22,259,004 30,162,959 2,402,147 11,004,439
19. Significant related party transactions
Company
2017 2016
RM RM
Management fee received 18,000,000 9,835,502
Page 43
and its su bsidiaries
Management income statement

2017 2016
RM RM
REVENUE
Administration fee 1,620
Electricity supply 934,645 186,691
Fiber electricity 21,600
Fiber rental 1,808,811 1,266,480
Leasing of Telecommunication Structure 2,023,996 2,099,700
Maintenance income 965,000 647,642
Management fee 18,000,000 9,939,104
Rental income from genset 357,419
Row fiber 4,076,336 1,455,816
Smart CRAN proj ect 168,365
Web TV - Tourism Malaysia 7,030,000 4,697,500
WiFi 68,120
35,387,792 20,361,053
LESS: COST OF SALES

and equipments (3,561,885)
Electricity cost (234,256) (112,803)
Fibre optic maintenance (267,709) (134,333)
Insurance (740) (4,406)
KTW Project (19,626)
Land owner rental (547,271) (541,970)
MTD License fee (437,500) (1,265,000)
Permit charges (33,599) (35,800)
Site acquistion and approval (21,470)
Site maintenance (62,291) (9,820)
USP fund (396,897)
Web TV proj ect (7,799,297) (2,177,699)
Wifi proj ect (34,417)
(13,341,444) (4,357,344)
GROSS PROFIT 22,046,348 16,003,709


2017 2016
RM RM
OTHER OPERATING INCOME

Interest income 225,800 18,529
Interest on money market 14,541 14,566
Interest on fixed deposits 91,149 82,398
331,490 115,493
ADMINISTRA TION EXPENSES

Accommodation (39,216)
Advertising (36,000)
Audit fee (27,000) (27,500)
Apartment rental (84,000)
Bank charges (568) (767)
Bonus (58,560) (64,090)
Computer peripheral (8,887) (3,833)
Contribution (500) (1,802)
Cost transfer (456,558)
and equipment (84,282) (1,969,737)
Directors' other emoluments (210,000) (210,000)
EPF (51,740) (38,654)
Facility fee (50,000)
Fine and penalty (12,506)
Fuel, toll and parking (17,554) (9,981)
GST expenses (1,321)
Insurance - Staff (10,310) (8,261)
License fee (1,616) (679,200)
Legal fee (2,000)
Loss on disposal (24,077)
Management fee (186,000) (186,000)
Balance carried forward (1,226,973) p,335,547)

and its su bsidiaries

2017 2016
RM RM
Balance brought forward (1,226,973) (3,335,547)
Medical expenses (8,425) (6,077)

Meal allowance (33,125) (22,075)
MV Fine and penalty 113
MISC expenses
Ofice rental (48,000) (48,000)
Overtime (51,944) (55,299)
Postage and stamps (739)
Printing and stationery (5,387) (4,497)
Professional fee (72,158) (5,323,111)
Project administrative cost (11,000)
Rate and assessment (1,465)
Registration fee (1,520)
Rental of motor vehicle (13,116) (66,730)
Road tax and insurance (8,509) (4,680)
Salaries (356,941) (297,724)
Staff house rental (91,650)
Secretarial fee (1,570) (3,358)
Security agent fee (100,000)
Security charges (52,704) (43,603)
Socso (7,045) (6,127)
Staff allowance (9,803) (8,160)
Staff amenities and welfare (27,355) (18,855)
Staff uniform (2,728)
Stamp duty (425) (1,250,543)
Tax agent fee (11,500) (20,800)
Telephone and fax (13,019) (12,905)
Tools and equipment (1,667)
Balance carried forward (2,155,301) (10,531,445)

2017 2016
RM RM
Balance brought forward (2,155,301) (10,531,445)
Training (10,000)
Travelling (155,166) (107,159)
Upkeep of motor vehicle (388) (14,192)
Upkeep of office (527)
USP fund (179,664)
FINANCE COSTS:
Interest on hire purchase (5,448)
Interest on overdraft (1,176,399)
Interest on term loan (17,847,797) (3,051,897)
(20,164,100) (15,071,283)
PROFIT BEFORE TAXATION 2,213,738 1,047,919

Touch Matrix Sdn. Bhd.
(Company No.: 624277 - D)
and its subsidiary

31 December 2017

Company No.:

INDEX
Contents Page
CORPORA TE INFORMATION 1
DIRECTORS'REPORT 2-6
STATEMENT BY DIRECTORS 7
STATEMENT OF PROFIT OR LOSS 12
STA TEMENIT OF FINANCIAL POSITION 13 - 14
STATEMENT OF CASH FLOWS 16 - 17

and its subsidiary
DIRECTORS Raja Dato' Mufik Affandi bin Raja Khalid

Tengku Dato' Muhamad Mazlan bin
SECRETARY Sepekar Zanidah binti Hussin (LS 007244)
REGISTERED OFFICE No. 47, Jalan Bukit Indah 3/21

Bukit Indah
68000 Ampang
Selangor Darul Ehsan
PRINCIP AL PLACE OF B48 Lorong IMS/33

BUSINESS Taman Mahkota Putra
25200 Kuantan
Pahang Darul Makmur

No. 5-1, Level 5, PV128
No. 12S, Jalan Genting Kelang
53300 Kuala Lumpur
PRINCIPAL BANKERS Malayan Banking Berhad

OCBC Al- Amin Bank Berhad
CIMB Bank Berhad
Ambank (M) Berhad
Page 1
Company
Directors' report
The Directors have pleasure in submitting their repOli together with the audited financial
statements of the Group and of the Company for the financial year ended 31 December 2017.
The principal activities of the Company are to construct, own, or provide network facilities to
telecommunication companies in the state of Pahang Darul Makmur.
The principal activities of the subsidiary company are described in Note 13 to the financial
statements.
Financial results
Group Company
RM RM
Net profit for the year 22,631,907 22,632,907
Profit attributable to:

Equity holders of the Company 22,631,907 22,632,907

Dividends

Page 2
Company No.: 624277-D

Directors who served since the date of the last report are: -
Raja Dato' Mufik Affandi bin Raja Khalid

Tengku Dato' Muhamad Mazlan bin
None of the Directors in office at the end of the year held any shares in the Company or in
any related corporations during the year ended 31 December 2017.
Directors' benefits
Company with the Director or with a firm of which the Director is a member, or with a
Company in which the Director has a substantial financial interest.
There were no arrangements subsisted during and at the end of the year, which had the object
or objects of enabling the Directors of the Company to acquire benefits by means of the
acquisition of shares in, or debentures of the Company or any other body corporate.
Directors' remuneration
Details of Directors' remunerations are sct out in Note 9 to the financial statements.
Idemnifying Directors, Officers or Auditors

There were no indemnity given to or insurance effected for any Directors, officers and
auditors ofthe Company in accordance with Section 289 of the Companies Act 2016.
Page :3
I~~=-----------··J
~an~ N~:: 624277-~
Other statutory information

Before the fInancial statements of the Company were prepared, the Directors took reasonable
steps:
debts and the making of allowance for doubtful debts, and have satisfied themselves
that no bad debts had been written-off and no allowance had been made for doubtful
debts are necessary; and
values in the ordinary course of business have been written down to their estimated
realisable values.
As of the date of this report, the Directors are not aware of any circumstances:
(b) which would render the values attributed to current assets in the fInancial statements
of the Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of
assets or liabilities of the Company misleading or inappropriate;
(d) not otherwise dealt with in this report or financial statements whieh would render any
amount stated in the fInancial statements of the Company misleading.
As of the date of this report, there does not exist:
(a) any charge on the assets of the Company which has arisen since the end of the year
and secures the liability of any other person; or
(b) any contingent liability ofthe Company which has arisen since the end of the year.
Page 4
No.: 624277-D
Other statutory information (cont'd)

No contingent or other liability has become enforceable, or is likely to become enforceable,
directors, will or may substantially affect the ability of the Company to meet its obligations
as and when they fall due.
In the opinion of the directors:
(a) the results of the operations of the Company during the year were not substantially
affected by any item, transaction or event of a material and unusual nature.
(b) no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the year and the date of this report which is likely to affect
substantially the results of operations of the Company for the year in which this report
is made.

The ultimate holding company is Touch Group Holdings Sdn. Bhd., a company incorporated
in Malaysia.
Holding company
The holding company is Touch Mindscape Sdn. Bhd., a company incorporated in Malaysia.
Auditors' remuneration
The amount paid as remuneration of the auditors for the financial year ended 31 December
2017 as disclosed in Note 8 to the financial statements.
Page 5
[ Company No.: 624277-D 1
Auditors
The auditors, Messrs. Adam & Co., have indicated their willingness to be re-appointed.
Signed on behalf of the board of Directors in accordance with a resolution of the Directors:-
Director
~
L~OHD
..... ............... ' .......................................
P THIL BIN AHMAD
Director
Kuala Lumpur
Date: 2 8 HAY 2018
Page 6
and its subsidiary
ABIDIN and DATO' MOHD PATHIL BIN AHMAD, being two of the Directors of TOUCH
MATRIX SDN. BHD. state that, in the opinion of the Directors, the financial statements set
out on pages 12 to 37 are drawn up in accordance with Malaysian Private Entities Reporting
Standard and the requirements of the Companies Act, 2016 in Malaysia so as to give a true
and fair view of the financial position of the Company at 31 December 2017 and of its results
of operations and cash flows for the year ended on that date.
Signed on behalf of the oard of Directors in accordance with a resolution of the Directors:
A ZAINAL ABIDIN
fo. ~HH
.;o;~~OHD
.H
PATHIL BIN AHMAD
Director Director
Kuala Lumpur
Date: 2 8 HAY 2018
pursuant to Section 251 (1)(b) of the Companies Act, 2016
I, DATO' AZMAN BIN OMAR, (IIC No.:640608-71-5027), being the Officer primarily
responsible for the financial management of TOUCH MATRIX SDN. BHD., do solemnly
and sincerely declare that the accompanying financial statements set out on pages 12 to 37
are in my opinion cOlTect, and I make this solemn declaration conscientiously believing the
same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
)
)
at Kuala Lumpur in the s )
Wilayah Persekutuan 0 )
~ DATO'
Before me:-
SAMSIAH BINT[ ALI (No. W 589)

P ESUH UIIJfWA S U\tP II
NO. 142B, 'l'K'l' BAWi\i-J
BCN. UMNO SEL.'\ NcoRP age 7
JAI-AN IPOH, 51200
KUAlA LUM P UH w .p.
and its subsidiary
Opinion
We have audited the financial statements of Touch Matrix Sdn. Bhd., which comprise the
statement of financial position as at 31 December 2017 of the Group and of the Company,
and the statement of comprehensive income, statement of changes in equity and statement of
cash flows of the Group and of the Company for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on
pages 12 to 37.
financial position of the Group and of the Company as at 31 December 2017, and of their
financial performance and their cash flows for the year then ended in accordance with
Malaysian Private Entities Reporting Standard and the requirements of the Companies Act,
2016 in Malaysia.
Basis for Opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further
described in the Auditors' Responsibilities for the Audit of the Financial Statements section
of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ("By-Laws") and the
International Ethics Standards Board for Accountants' Code of Ethics for Professional
Accountants ("IESBA Code"), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.

No. 5-1, Level 5, No.5A, No. 29-1-18 No.408-2, Jalan Haruan 4 E·Mail
PV 128,No. 128 Jalan Tengku Ampu8n Zabedah 9/9J, Jalan Madan PB 2B, Seksyen 9 Oakland Commercial Center admin@adamco.my
Jalan Ganting Klang, Seksyen 9, 40100 Shah Alam, 43650 Bandar Saru Sangi, 70300 Seremilan,
53300 Kuala Lumpur Selangor Darul Ehsan Salangor Darul Ehsan Negeri Sernbilan URL
[T 1+6 03 41416242 [T 1+6 03 5524 4744/4044 I[ ¥~ £ 8926 9480 ! T 1+6 06 6014 700 www,adamco,my
[F]+6 03 41416275 [ P 1+6 03 5524 4344 [ F 1+6 03 8922 2590 [F]+6066014951
Independent Auditors" Report to the members of
and its subsidiary (cont" d)
information comprises the Directors' Report but does not include the financial statements of
the Company and our auditors' report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the
Directors' Report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the fInancial statements of the Group and of the Company,
our responsibility is to read the Directors' Report and, in doing so, consider whether the
Directors' Report is materially inconsistent with the financial statements of the Group and of
the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If: based on the work we have performed, we have nothing to report in this regard.
Responsibilities of the Directors for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements of
the Group and of the Company that give a true and fair view in accordance with Malaysian
Malaysia. The directors are also responsible for such internal control as the directors
determine is necessary to enable the preparation of financial statements of the Group and of
the Company that are free from material misstatement, whether due to fraud or error.
In preparing the fInancial statements of the Group and of the Company, the directors are
responsible for assessing the Group's and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group and the
Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of
the Group and of the Company as a whole are free from material misstatement, whether due
to fhud or error, and to issue an auditors' report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with approved standards on aUditing in Malaysia and International Standards on
Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to inf1uence the economy decisions of users taken on the basis of
Page 9
and its subsidiary (cont' d)
Auditors' Responsibilities for the Audit of the Financial Statements (cont'd)

International Standards on Auditing, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements of
the Company, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

audit procedures that are appropriate in the circumstances, but not for expressing an
opinion on the effectiveness of the Group's and of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group's
and the Company's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors' report to
the related disclosures in the financial statements of the Group and of the Company
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors' report. I-Iowever,
future events or conditions may cause the Group and the Company to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements of
the Company, including the disclosures, and whether the financial statements of the
Group and of the Company represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any signifIcant deficiencies in
internal control that we identify during our audit.
Page 1()
and its subsidiary (cont' d)
Other Matters
~.
ADAM & CO. ADAM SELAMAT BIN MUSA
=::::,
AF 1250 02019/0312020 J
Date: 2 8 HAY 2018

Kuala Lumpur
Page 11
and its subsidiary
Statement of profit or loss

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated Restated
Revenue 4 85,474,582 75,935,494 85,474,582 75,935,494
Cost of sales 5 (29,479,453 ) (35,078,625) (29,479,453) (35,078,625)
Gross profit 55,995,129 40,856,869 55,995,129 40,856,869
Other income 6 434,214 402,477 434,214 258,039
Administrative costs (26,927,732) (20,499,943 ) (26,926,732) (20,497,373)
Finance costs 7 (20,814) (210,420) (20,814) (210,420)
Profit before tax 8 29,480,797 20,548,983 29,481,797 20,407,115
Taxation 11 (6,848,890) (5,144,245) (6,848,890) (5,144,245)
Profit for the year 22,631,907 15,404,738 22,632,907 15,262,870
Page 12
and its subsidiary

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated Restated
ASSETS
Non current asset
Property, plant and 12 45,421,243 40,228,474 45,421,243 40,228,474
equipment
Investment in subsidiary 13 2 2
45,421,243 40,228,474 45,421,245 40,228,476
Current asset
Trade receivables 14 5,863,417 4,785,506 5,863,417 4,785,506
Other receivables 14 11,126,332 254,132 11,126,332 254,132
Deposits 15 4,176,559 5,017,114 4,176,559 5,017,114
Amount due from ultimate 16 107,423,902 144,006,604 107,423,902 144,006,604
holding Company
Amount due from holding 16 5,152,291 7,489,406 5,152,291 7,489,406
Company
Amount due from other 16 29,375 1,100,345 29,375 1,100,345
related Company
Amount due from related 16 5,862 862,157 5,862 862,157
parties
Cash and bank balances 20 14,860,442 17,562,403 14,860,442 17,562,403
148,638,180 181,077,667 148,638,180 181,077,667
TOTAL ASSETS 194,059,423 221 141 194,059,425 221,306,143
EQUITY AND
LIABILITIES
Share capital 17 1,100,000 1,100,000 1,100,000 1,100,000
Retained earning 153,979,979 131,348,072 153,980,981 131,348,074
155,079,979 132,448,072 155,080,981 132,448,074
The accompanying notes form an integral part ofthese financial statements.
Page 13
and its subsidiary

(cont'd)
Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated Restated
Current liabilities
Trade payables 1,592,070 24,573,239 1,592,070 24,573,239
Other payables 27,673,537 34,028,306 27,672,537 34,028,306
Amount due to related 16 1,300,381 1,300,381
compames
Hire purchase creditors 18 71,952 71,952
Tax payable 3,897,035 24,014,525 3,897,035 24,014,525
33,234,594 83,916,451 33,233,594 83,916,451
NON-CURRENT
LIABILITIES
Hire purchase creditors 18 446,016 446,016
Deferred tax liabilities 19 5,298,834 4,941,618 5,298,834 4,941,618
5,744,850 4,941,618 5,744,850 4,941,618
Total Equity and

Liabilities 194,059,423 221,306,141 194,059,425 221,306,143
Page 14
and its subsidiary
Statements of changes in equity

Share Retained
capital earnings Total
Group RM RM RM
Balance as at 31 December 2015 1,100,000 115,943,334 117,043,334
Prior year adjustment (246,000) (246,000)
Restated Balance as at 1 January 2017 1,100,000 131,348,072 132,448,072
Share Retained
Company RM RM RM
Prior year adjustment (246,000) (246,000)
Restated Balance as at 1 January 2017 I, 100,000 131,348,074 132,448,074
Page 15
and its subsidiary

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated Restated
Profit from ordinary 29,480,797 20,548,983 29,481,797 20,407,115
activities before taxation
Adjustment for:
Depreciation expenses 4,477,102 12,082,269 4,477,102 12,082,269
Interest income (278,610) (208,851) (278,610) (208,851)
Interest expenses 20,814 210,420 20,814 210,420
Waive of debt (16,004)
Operating profit from 33,700,103 32,616,817 33,701,103 32,490,953

ordinary activities before
working capital changes
Net movement in receivables (11,109,556) (736,790) (11,109,556) (736,790)
Net movement in amount 36,582,702 (1,826,585) 36,582,702 (1,823,086)
due from / to ultimate
holding company
Net movement in amount 2,337,115 (963,560) 2,337,115 (963,560)
due from / to holding
company
Net movement in amount 31,057
due from subsidiary
Net movement in amount 6,451,890 (895,895) 6,451,890 (895,895)
due from / to other related
compames
Net movement in amount due 856,295 (386,430) 856,295 (386,430)
from / to related parties
Net movement in payables (28,317,521) 4,044,358 (28,318,521) 4,135,666
Cash generated from operating 40,501,028 31,851,915 40,501,028 31,851,915

activities
Page 16
and its subsidiary

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Restated Restated
Interest paid (20,814) (210,420) (20,814) (210,420)

Tax paid (34,308,882) (10,393,932) (34,308,882) (10,393,932)
Net cash generated from 6,171,332 21,247,563 6,171,332 21,247,563

operating activities
Investing activities
Purchase of property, plant and (9,280,556) (11,228,222) (9,280,556) (11,228,222)
equipment
Proceeds from disposal of 325,181 325,181
property, plant and equipment
Gain on disposal of property, (145,296) (145,296)
plant and equipment
Interest received 278,610 208,851 278,610 208,851
Net cash used in investing (8,822,061) (11,019,371) (8,822,061 ) (11,019,371)

activities
Financing activities
Repayment of hire purchase (51,232) (1,016,212) (51,232) (1,016,212)
creditors
Net cash used in financing (51,232) (1,016,212) (51,232) (1,016,212)

activities
Net (decrease) / increase in (2,701,961) 9,211,980 (2,701,961) 9,211,980

cash and cash equivalents
brought forward 17,562,403 8,350,423 17,562,403 8,350,423

carried forward 18 14,860,442 17,562,403 14,860,442 17,562,403
Page 17
and its subsidiary
The principal activities of the Company are to construct, own, or provide network
facilities to telecommunication companies in the state of Pahang Darul Makmur.
The principal activities of the subsidiary company are described in Note 13 to the
financial statements.
year.
Touch Matrix Sdn. Bhd. is a private company limited by shares, incorporated and
domiciled in Malaysia.
The Company's registered office is located at: No.47, Jalan Bukit Indah 3121, Bukit
Indah, 68000, Ampang, Selangor Darul Ehsan.
The Company's principal place of business is located at: B48, Lorong IM8/33, Taman
Mahkota Putra, 25200, Kuantan, Pahang Darul Makmur.
The ultimate holding company is Touch Group Holdings Sdn. Bhd., a company
1.4 Holding company
The holding company is Touch Mindscape Sdn. Bhd., a company incorporated in

Malaysia.
The financial statements were authorised for issue by the Board of Directors 111
accordance with a resolution of the Directors on: 2 8 HAY 2018
Page 1R
[-----------------l
2.1 Compliance
The financial statements of the Group and of the Company have been prepared in
accordance with the provisions of the Companies Act, 2016 and the Malaysian Private
Entities Reporting Standard (MPERS).
amounts are expressed in units of Ringgit.
The financial statements of the Group and of the Company have been prepared under
the historical cost convention and on a going concern basis unless otherwise
indicated.
3.2 Basis of Consolidation
The Group financial statements incorporate the financial statements of the Company
and the subsidiary company listed under Note 11 made up to the end of the year.
Under acquisition method of accounting, the results of subsidiary company acquired

or disposed of during the year are included from the date of acquisition up to the date
of disposal. At the date of acquisition, the fair values of subsidiaries's net assets are
determined and these values are ref1ected in the consolidated financial statements.
The difference between the acquisition cost and fair values of the subsidiary
company's net asset is ret1ected as goodwill on consolidation.
The results of subsidiary acquired during the year are included from the date of
acquisition. Intra-group transaction and balances are eliminated on consolidation.
3.3 Investments in Subsidiary
Investments in subsidiary is stated at cost less impairment losses.
Non-current investments are stated at cost less impairment losses. On disposal of an

investment, the difference between net disposal proceeds and its carrying amount is
recognised in the income statement.
Page 19
No.: 624277-D

3.4 Equity instruments
Ordinary shares and Non-Cumulative Redeemable Convertible Preference Shares

("NRCPS") are classified as equity. Dividends on ordinary shares and NRCPS are
recognised in equity in the year in which they are declared.
The transaction costs of an equity transaction are accounted for as a deduction from
equity, net of tax. Equity transaction costs comprise only those incremental external
costs directly attributable to the equity transaction which would otherwise have been
avoided.
Revenue is recognised when it is probable that the economic benefits associated with
the transaction will flow to the enterprise and the amount of revenue can be measured
reliably.
Revenue from leasing of telecommunication towers

Revenue from leasing of telecommunication towers is recognised on an accrual
basis.
Construction contracts
Revenue from construction contracts is accounted for by the stage of completion
method as described in Note 3.8.
Rental from genset

Revenue from genset is recognised on an accrual basis.
Interest income
Interest income is recognised on accrual basis using the effective interest method.
The carrying amounts of property, plant and equipment are reviewed at each balance
sheet date to determine whether there is any indication of impairment. An impairment
loss is recognized as an expense in the income statement.
Page 20

3.6 Property, Plant and Equipment and Depreciation (cont'd)
each asset to its residual value over its estimated useful life. Depreciation of an asset
does not cease when the assets becomes idle or is retired from active use unless the
asset is fully depreciated.
The principal rates used are as follows:-

%
Telecommunication towers 4
Office equipment 8
Motor vehicles 20
Upon disposal of an item of property, plant and equipment, the difference between the
net disposal proceeds and the net carrying amount is recognized in the income
3.7 Leases
Finance leases- the Company as lessee
Assets acquired by the way of hire purchase or finance leases are stated at an amount
equal to the lower of their fair values and the present value of the minimum lease
payments at the inception of the leases, less accumulated depreciation and impairment
losses. The corresponding liability is included in the balance sheet as borrowings. In
calculating the present value of the minimum lease payments, the discount factor used
in the interest rate implicit in the lease, when it is practicable to determine; otherwise,
the Company's incremental borrowing rate is used. Any initial direct costs are also
added to the carrying amount of such assets.
Lease payments are apportioned between the finance costs and reduction of the
outstanding liability. Finance costs, which represent the difference between the total
leasing commitments and the fair value of the assets acquired, are recognised in the
profit or loss over the term of the relevant lease so as to produce a constant periodic
rate of charge on the remaining balance of the obligations for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable
property, plant and equipment as described in Note 3.6.
Page 21
Company No.:

3.8 Construction contracts
When an outeome of a construction contract can be reliably estimated, contract

revenue and contract costs are recognised as revenue and expenses respectively by
using the stage of completion method. The stage of completion is measured by
reference to the proportion of contractc costs incurred for work performed to date to
the estimated total contract costs.
Where the outcome of a construction contract cannot be reliably estimated, contract

revenue is recognised to the extent of contract costs incurred that is it probable will be
recoverable. Contract costs are recognised as expenses in the period in which they are
incurred.
When it is probable that the total contract will exceed total contract revenue, the
expected loss is recognised as an expense immediately.
When the total of costs incurred on construction contracts plus, recognised profit (less
recognised losses), exceeds progress billings, the balance is classified as amount due
from customers on contracts. When progress billings exceeds costs incurred plus,
recognised profits (less recognised losses), the balance is classified as amount due to
customers on contracts.
construction contracts, deferred tax assets and financial assets (other than investments
in subsidiaries, associates and jointly controlled entity) are reviewed for impairment
when there is an indieation that the assets might be impaired. Impairment is measured
by comparing the carrying values of the assets with their recoverable amounts. The
recoverable amount is the higher of an asset's net selling price and its value in use,
which is measured by reference to discounted future cash flows. Recoverable amounts
are estimated for individual asset, or if it is not possible, for the cash-generating unit.
An impairment loss is recognised as an expense in the income statement immediately,

unless it reverses a previous revaluation, in which case it is treated as a revaluation
decrease.
Any subsequent increase in the recoverable amount of an asset is treated as reversal of

the previous impairment loss and is recognised to the extent of the carrying amount of
the asset that would have been determined (net of amortisation or depreciation) had
no impairment loss been recognised. The reversal is recognised in the income
statement immediately, unless the asset is carried at revalued amount. A reversal of an
impairment loss on a revalued asset is credited directly to revaluation surplus. To the
extent that an impairment loss on the same revalued asset was previously recognised
as an expense in the income statement, a reversal of that impairment loss is
recognised as income in the income statement.
Page 22
----------------- ~-----
[
- - - - - - - - - - _ .__.-

A financial instrument is recognised in the financial statements when, and only

when, the Group or the Company becomes a party to the contractual provisions of
the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a
financial instrument not at fair value through profit or loss, transaction costs that
are directly attributable to the acquisition or issue of the financial instrument.

economic characteristics and risks of the host contract and the host contract is not
recognised at fair value through profit or loss. The host contract, in the event and
embedded derivative is recognised separately, is accounted for in accordance with
policy applicable to the nature of the host contract.
The Company categories finaneial instruments as follows:
Financial assets
(a) Financial assets at fair value through profit or loss
Fair value through profit or loss category comprises financial assets that are held
for trading, including derivatives (expect for a derivative that is designated and
effeetive hedging instrument) or financial assets that are specifically designated
into this eategory upon initial recognition.
Other financial assets eategorised as fair value through profit or loss is

profit or loss.
Page 23
~_~~11pany No.: 624277-~---J

3.10 Financial instruments (Cont'd)
(b) Financial Liabilities
All financial liabilities are subsequently measured at amortised cost other than
those categorised as fair value through profit or loss.
Fair value through profit or loss category comprises financial liabilities that are
held for trading, derivatives (except for a derivative that is a financial guarantee
contract or a designed and effective hedging instrument) or financial liabilities
that are specifically designated into this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of unquoted equity
instruments whose fair values cannot be reliably measured are measured at cost.
Other financial liabilities categorized as fair value through profit or loss is

profit or loss.
(iii) Derecognition

contractual rights to the cash flows from the financial asset expire or the
financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a financial
asset, the difference between the carrying amount and the sum of the
consideration received (including any new asset obtained less any new liability
assumed) and any cumulative gain or loss that had been recognised in equity is
recognised in the profit or loss.

derecognition of a financial liability, the difference between the carrying amount
of the financial liability extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in the profit or loss.
3.11 Taxation
balance sheet date.
Page 24
,;--
~ompany
----------:,
No.: 624277-~

Deferred tax assets and liabilities are not recognised on temporary differences arising
from goodwill or negative goodwill or from the initial recognition of an asset or
liability in a transaction which is not a business combination and at the time of the
transaction, affects neither accounting profit nor taxable profit.
carrying amount of a deferred tax asset is reviewed at each balance sheet date and is
reduced to the extent that it becomes probable that sufficient future taxable profit will
be available.
negative goodwill.
Cash and cash equivalents comprise cash at bank and cash in hand including bank
overdraft.
3.14 Employee Benefits
Short term emQloyee benefits
Wages, salaries and social security contributions are recognised as an expense in the
year in which the associated services are rendered by employees of the Group and of
the Company. Short term accumulating compensated absences such as paid annual
leave are recognised when employees render services that increase their entitlement to
future compensated absences. Non-accumulating compensated absences, such as sick
and medical leaves are recognised when the absences occur.

additional amount expected to be paid as a result of the unused entitlements that have
accumulated at the balance sheet date.
Page 25
3.14 Employee Benefits (cont'd)

3.15 Borrowing Costs
All borrowing costs expensed off during the year.
3.16 Related Party
party or exercise influence over the other party, to the extent that it prevents the other
party from pursuing its own separate interests in making financial and operating
decisions.
4. Revenue
The Group and Company
2017 2016
RM RM
Leasing of telecommunication towers 67,585,008 59,185,706

Construction contracts 618,800
Rental income from genset 3,778,976 5,486,998
Electricity supply 8,202,295 7,057,669
USP T3 Maintenance 3,570,503 2,471,494
Row Fiber 1,700,000 1,733,627
Consultant fee 19,000
85,474,582 75,935,494
Page 26
5. Cost of sales
2017 2016
RM RM
Electricity cost 8,281,561 6,969,307
Maintenance costs 1,475,662 625,335
Submission cost 562,408
PBT fee 361,600
Permit charges 410,000
Fine charges 28,500
Rental of land 6,962,051 5,506,734
Genset costs 4,089,552 4,571,1l3
Insurance 48,009
Depreciation of property, plant and equipment 3,991,415 11,606,036
Rates and assessment 348
License fees 2,525
Transportation charges 10,649
USP Fund costs 4,055,273
Management fees 5,000,000
29,479,453 35,078,625
6. Other income
Group Company
2017 2016 2017 2016
RM RM RM RM
Interest income 278,610 208,851 278,610 208,851

Motor vehicles rental income 10,308 49,188 10,308 49,188
Gain on disposal of asset 145,296 145,296
Waive of debt 144,438
434,214 402,477 434,214 258,039
7. Finance Cost
2017 2016
RM RM
Interest on bank overdraft 171,008

Interest on hire purchase 20,813 39,412
20,814 210,420
Page 27
1- con~l~any ~~.: 624277-~--1
8. Profit before tax
Profit before tax has been determined after charging / (crediting) :
Group Company
2017 2016 2017 2016
RM RM RM RM
Restated Restated
Audit fee 61,000 56,000 60,000 55,000

Depreciation of property, 4,477,102 12,082,269 4,477,102 12,082,269
plant and equipment
Directors remuneration 1,356,000 1,806,000 1,356,000 1,806,000
(Notes 9)
Staff costs (Notes 10) 3,031,134 2,781,769 3,031,134 2,781,769
9. Directors remuneration
Group Company
2017 2016 2017 2016
RM RM RM RM
Directors'remuneration 1,356,000 906,000 1,356,000 906,000

Directors' other
emoluments 900,000 900,000
1,356,000 1,806,000 1,356,000 1,806,000
10. Staff costs

Group Company
2017 2016 2017 2016
RM RM RM RM
Restated Restated
Allowance 214,949 120,778 214,949 120,778

Bonus 595,446 448,470 595,446 448,470
EPF 368,588 298,120 368,588 298,120
Overtime 137,751 113,654 137,751 113,654
Salaries and wages 1,690,790 1,777,113 1,690,790 1,777,113
SOCSO 23,610 23,634 23 10 23,634
3,031,134 2,781,769 3,031,134 2,781,769
Page 28
11. Taxation
Group Company
2017 2016 2017 2016
RM RM RM RM
Income tax expense
- Current year provision 6,450,737 5,916,810 6,450,737 5,916,810
- Underprovision of
taxation in prior year 40,937 1,295,703 40,937 1,295,703
6,491,674 7,212,513 6,491,674 7,212,513
Deferred taxation (Note 19)

- Current year provision 813,769 (374,196) 8l3,769 (374,196)
- Overprovision taxation
mpnor year (456,553) (1,694,072) (456,553) (1,694,072)
357,216 (2,068,268) 357,216 (2,068,268)
6,848,890 5,144,245 6,848,890 5,144,245

Provision for taxation is determined by applying the Malaysian tax rate of 24% (2016
24%) on chargeable income.
jurisdictions. The tax income expense is reconciled to the accounting profit at the applicable
tax rate as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
Profit before tax 29,480,797 20,548,983 29,481,797 20,653,115
Effects of tax at 19% on 95,000 95,000 95,000 95,000

the first RM500,000
chargeable income with
paid-up capital ofRM2.5
million or less (2016: 19%)
Effects of changes in 6,955,631 4,836,748 6,955,631 4,836,748
statutory tax rate of 24%
(2016: 24%)
Tax cfTects of:
Non-deductable expenses 213,875 610,866 2l3,875 610,866
Utilisation of deferred
tax asset (456,553) (1,694,072) (456,553) (1,694,072)
Underprovision of taxation
m pnor year 40,937 1,295,703 40,937 1,295,703
Total income tax expense 6,848,890 5,144,245 6,848,890 5,144,245
Page 29
12. Property, plant and equipment

Tele-
communication Office Motor
The Group and Company towers equipments vehicles Total
RM RM RM RM
Costs
Opening balance 154,665,400 510,124 2,169,226 157,344,750
Addition 9,090,152 50,164 709,440 9,849,756
Disposal (430,000) (295,000) (725,000)
Closing balance 163,325,552 560,288 2,583,666 166,469,506
Opening balance 115,422,954 311,777 1,381,545 117,116,276
Charge for the year 3,991,414 61,001 424,687 4,477,102
Disposal (250,116) (294,999) (545,115)
Closing balance 119,164,252 372,778 1,511,233 121,048,263
Net book value

As at 31 December 2017 44,161,300 187,510 1,072,433 45,421,243
As at 31 December 2016 39,242,446 198,347 787,681 40,228,474
Page 30
Group Company
2017 2016 2017 2016
RM RM RM RM
Telecommunication 163,325,552 154,665,400 163,325,552 154,665,400

towers
Office equipments 560,288 510,124 560,288 510,124
Motor vehicles 2,583,666 2,169,226 2,583,666 2,169,226
166,469,506 157,344,750 166,469,506 157,344,750
12.1 Assets Acquired under Hire Purchase
Included in property, plant and equipment of the Company is motor vehicles acquired
under hire purchase as follows:
Cost Accumulated Net book Depreciation

depreciation value charge
RM RM RM RM
2017
Motor vehicles 2,583,666 1,511 ,233 1,072,433 424,687
2016
Motor vehicles 2,169,226 1,381,545 787,681 322,838
13. Investment in subsidiary

Company
2017 2016
RM RM
Unquoted shares, at costs 2 2
Page 31
: 624277-0
13. Investment in subsidiary (cont'd)

The Group's equity interest in the subsidiary company, its principal activities and
country of incorporation are as below:-
Effective
equity Country
interest Principal of
Name of company 2017 2016 activity incorporation
Total Mobile Sdn. Bhd. 100% 100% Dormant Malaysia
14. Trade and Other receivables
The credit period granted to customers for the Group and the Company generally
ranges from 30 to 90 days (2016: 30 to 90 days) unless otherwise stated in contractual
agreement.
15. Deposits
Group Company
2017 2016 2017 2016
RM RM RM RM
Establishment deposits 4,176,559 5,017,114 4,176,559 5,017,114
All deposits are refundable.
16. Amount due from / (to) ultimate holding company, holding

company, other related companies, related parties and
subsidiary
The amount due from / (to) ultimate holding company, holding company, other
related companies, related parties and subsidiary are unsecured, interest free and
repayable on demand.

Malaysia.
Related companies and parties represent subsidiary of Touch Group Holdings Sd.
Bhd.
Page 32
Company No.:
17. Share capital

2017 2016
No. of No. of
shares RM shares RM
Issued and fully paid
ordinary shares of
RM1-}' each
At beginning of the year 1,000,000 1,000,000 1,000,000 1,000,000
At end of the year 1,000,000 1,000,000 1,000,000 1,000,000
Issued and fully paid

preference shares of
RM1* each
At beginning of the year 100,000 100,000 100,000 100,000
At end of the year 100,000 100,000 100,000 100,000
Total issued and fully
*Upon effective date of the Companies Act 2016 on 31 January 2017, the ordinary shares
no longer have par value.
18. Hire purchase creditors

Hire
Hire Purchase
Purchase Interest
Group and Company Creditors Suspense Net
RM RM RM
Obligations at 31 December 2017
Later than 5 years 23,991 (173) 23,818
Later than 2 years and not later than 5 years 288,180 (22,374) 265,806
Later than 12 months and not later than 2 years 192,120 (35,728) 156,392
504,291 (58,i75) 446,016
Due within 12 months 96,060 (24,108) 71,952
51 (82,383) 517,968
Page 33
Company No.:
18. Hire purchase creditors (cont'd)

Hire
Hire Purchase
Purchase Interest
Group and Company Creditors Suspense Net
RM RM RM
Obligations at 31 December 2016
Later than 2 years
Later than 12 months and not later than 2 years
Due within 12 months
The hire purchase bears interest ranging from 2.59% to 3.63% per annum (2016:
2.44% to 3.40% per annum).
19. Deferred tax

Group Company
2017 2016 2017 2016
RM RM RM RM

Amount recognised in the
income statement 357,216 (2,068,268) 357,216 (2,068,268)
Presented after appropriate

offsetting as follows:-
Deferred tax liabilities 5,298,834 4,941,618 5,298,834 4,941,618
Page 34
19. Deferred tax (cont'd)
The components and movements of deferred tax liabilities during the year prior to
offsetting are as follows:-
Property,
plant and
equipment
RM
As at 1 January 2017 4,941,618

Recognised in the income statement 357,216
As at 31 December 2017 5,298,834

Group Company
2017 2016 2017 2016
RM RM RM RM
Cash at bank 13,816,868 11,399,060 13,816,868 11,399,060

Cash in hand 5,476 46,752 5,476 46,752
Fixed deposit with
licensed financial
institutions 1,038,098 6,116,591 1,038,098 6,116,591
14,860,442 17,562,403 14,860,442 17,562,403
21. Related party transactions

Group Company
2017 2016 2017 2016
RM RM RM RM
Management fee to ultimate

holding company 594,000 594,000 594,000 594,000
Management fee to holding
company 17,976,000 8,500,000 17,976,000 8,500,000
Rental of office to other
related company 1,C)20,OOO 420,000 1,020,000 420,000
Page 35
Company No.:
22. Prior year adjustments

As previously Prior year As
Group reported adjustments restated
RM RM RM
Salaries and wages 1,531,113 246,000 1,777,113
Retained earnings 131,594,072 (246,000) 131,348,072

NOll - current assets

holding Company 144,252,604 (246,000) 144,006,604
As previously Prior year As

Company reported adjustments restated
RM RM RM
Salaries and wages 1,531,113 246,000 1,777,113
Retained earnings 131,594,074 (246,000) 131,348,074

Non - current assets

holding Company 144,252,604 (246,000) 144,006,604
Page 36
23. Financial Instruments
CategOlies of financial instruments

Group Company
2017 2016 2017 2016
RM RM RM RM
Financial assets
Financial assets measured at cost less impairment
Trade receivables 5,863,417 4,785,506 5,863,417 4,785,506

Other receivables 11,126,332 254,132 11,126,332 254,132
Deposits 4,176,559 5,017,114 4,176,559 5,017,114
Amount due from ultimate holding Company 107,423,902 144,006,604 107,423,902 144,006,604
Amount due from holding Company 5,152,291 7,489,406 5,152,291 7,489,406
Amount due from other related Company 30,375 1,100,345 30,375 1,100,345
Amount due from related parties 5,862 862,157 5,862 862,157
Cash and bank balances 14,860,442 17,562,403 14,860,442 17,562,403
Client
Financial liabilities measured at amortised cost
Trade payables 1,592,070 24,573,239 1,592,070 24,573,239

Other payables 27,673,537 34,028,306 27,672,537 34,028,306
Amount due to related companies 1,300,381 1,300,381
Hire purchase creditors 517,968 517,968
Page 37
and its subsidiary
2017 2016
RM RM
Revenue
Leasing of telecommunication towers 67,585,008 59,185,706
Construction contracts 618,800
Rental income from genset 3,778,976 5,486,998
USP T3 Maintenance 3,570,503 2,471,494
Row Fiber 1,700,000 1,733,627
Consultant fee 19,000
85,474,582 75,935,494
Less : Cost of sales

Electricity cost (8,281,561 ) (6,969,307)
Maintenance costs (1,475,662) (625,335)
Submission cost (562,408)
PBT fee (361,600)
Permit charges (410,000)
Fine charges (28,500)
Rental of land (6,962,051) (5,506,734)
Genset costs (4,089,552) (4,571,113)
Insurance (48,009)
Depreciation (3,991,415) (11,606,036)
Rates and assessment (348)
License fees (2,525)
Transportation charges (10,649)
USP Fund costs (4,055,273)
Management fees (5,000,000)
(29,479,453) (35,078,625)
Gross profit 55,995,129 40,856,869
(For Managemcnt purposcs only)

and its subsidiary
for the year ended 31 December 2017 (conf'd)
2017 2016
RM RM
Add: Other income

Interest income 278,610 208,851
Motor vehicles rental income 10,308 49,188
Gain on disposal of asset 145,296
434,214 258,039
Less : Expenses
Advertising (5,000)
Allowance (214,949) (120,778)
Audit fees (60,000) (55,000)
Bank charges (3,128) (1,682)
Bonus (595,446) (448,470)
Business zakat (30,000) (30,000)
Cleaning and waste disposal (5,435)
Commission (1,284)
Compound, fine and penalty (2,359)
Computer peripherals (5,933) (22,000)
Depreciation (485,688) (476,233)
Directors' other emoluments (900,000)
Directors' remunerations (1,356,000) (906,000)
EPF (368,588) (298,120)
Fuel, toll and parking (298,275) (186,632)
Gst expenses (9,968) (21,356)
Insurance-all risk (34,307) (21,348)
Leave passage (150,000)
License, permits and membership (50,000) (478,254)
Management fee (18,570,000) (9,094,000)
Medical fee (153,244) (104,920)
Newspaper and magazine (598)
Overtime (137,751) (113,654)
Postage and courier (9,022) (8,355)
Printing and stationery (95,960) (92,993)
Balance carried forward (22,636,651 ) (13,386,079)

and its subsidiary
2017 2016
RM RM
Balance brought forward (22,636,651 ) (13,386,079)
Professional fee (30,001) (84,208)

Rate and assessment (552)
Registration fee (570)
Rental of apartment (49,400) (43,671)
Rental of motor vehicle (12,852) (138,201)
Rental of office premises (1,020,000) (420,000)
Roadtax and insurance (94,397) (83,750)
Salaries and wages (1,690,790) (1,777,113)
Secretarial fees (2,660) (3,358)
Security charges (38,934) (25,480)
SOCSO (23,610) (23,634)
Stamp duty (7,330) (6,406)
Tax agent fee (20,650) (79,750)
Telephone, fax and modem (37,902) (25,830)
Tools and equipment (57,517) (80,823)
Training and seminar (24,693) (31,418)
Travelling and accomodation (281,948) (211,087)
Uniform (7,794) (9,072)
Upkeep of motor vehicle (263,864) (172,725)
Upkeep of office (54,019) (3,750)
Upkeep of office premises (4,400)
USP fund (3,488,347)
Utilities (123,697) (73,907)
Welfare and refreshment (447,471 ) (321,664)
Write-off amount due from subsidiary company (2,130)
(26,926,732) (20,497,373)

and its subsidiary
2017 2016
RM RM
Less : Finance cost

Interest on bank overdraft (1) (171,008)
Interest on hire purchase (20,813) (39,412)
(20,814) (210,420)
Profit before taxation 29,481,797 20,407,115

Touch Mindscape (Melaka) Sdn. Bhd.
(Company No.: 368852 - V)
Financial Statements
31 December 2017

Company No.: 368852 -V
Touch Mindscape (MeJaka) Sdn. Bhd.

INDEX
Contents Page
CORPORATE INFORMATION
DIRECTORS'REPORT 2-6
STATEMENT BY THE DIRECTORS 7
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 12
STATEMENT OF FINANCIAL POSITION 13 - 14
STATEMENT OF CASH FLOW 16

DIRECTORS Tengku Dato' Muhamad Mazlan bin Tengku

Putera Zainal Abidin
Dato' Nur Azmi bin Ahmad
Datuk Md Sirat bin Abu
Shafrie bin Abdullah
Dr. Mohamed Sulaiman bin Sultan Suhaibuddeen
Dato' Norsabrina binti Mohd Noor (Alternate Director
to Dr. Mohamed Sulaiman bin Sultan Suhaibuddeen)
SECRETARIES Anna Lee Ai Leng (LS 0009729)

Teo Mee Hui (MAICSA 7050642)
REGISTERED OFFICE 10th Floor, Menara Hap Seng

No 1 & 3, Jalan P.Ramlee
50250 Kuala Lumpur
PRINCIP AL PLACE OF Suite 2.1, Level 2

BUSINESS K - Economy Incubator Building
Lot 1, Melaka International Trade Centre
75450 Ayer Keroh
Me1aka

No. 5.1, Level 5,
PV128, No. 128,
J alan Genting Ke1ang
53300 Kuala Lumpur
PRINCIP AL BANKERS Bank Muamalat Malaysia Bel'had

Ambank Berhacl
Page 1
Directors' report
The Directors have pleasure in submitting their report together with the audited financial
statements of the Company for the year ended 31 December 2017.
The Company is principally engaged in the business of construct and own network
facilities in the state of Mel aka.
Financial results
2017
RM
Net profit for the year / Total comprehensive income for the year 577,067

,pividends

Page 2
Company No.: 368852 - V

Directors who served since the date of the last report are: -

Dato' Nur Azmi bin Ahmad
Datuk Md Sirat bin Abu
Shafl'ie bin Abdullah
Dr. Mohamed Sulaiman bin Sultan Suhaibuddeen
Norsabrina binti Mohd Noor (Alternate Director to Dr.
Mohamed Sulaiman bin Sultan Suhaibuddeen)
According to the register of Directors' shareholdings, the interests of Directors in office
at the end of the year in the shares of the Company were as follows :-
Number of Ordinary Shares

As at As at
1.1.2017 Bought Sold 31.12.2017
Indirect interest
Darab Girang Sdn. Bhd.
Datuk Md Sirat bin Abu 487,500 487,500
Indirect interest
Haruman Ulung Sdn. Bhd.
Shafrie bin Abdullah 1 1
None of the other Directors in office at the end of the year held any shares in the
Company or in any related corporations during the year ended 31 December 2017.
Page 3
Company No .• 368852 -
Directors' benefits
entitled to receive any benefit (other than a benefit included in the aggregate amount of
emoluments received or due and receivable by Directors as shown in the financial
statements) by reason of a contract made by the Company or a related Company with the
Director or with a firm of which the Director is a member, or with a Company in which
the Director has a substantial financial interest.
corporate.
The amount of the remunerations of the Directors or past Directors of the Company
comprising remunerations received/receivable from the Company during the year are
disclosed in Note 6 to the financial statement.
Indemnifying Directors, Officers or Auditors

Company in accordance with Section 289 of the Companies Act, 2016.
Other Statutory Information

reasonable steps:
themselves that no bad debts had been written-off and no necessary allowance had
been made for doubtful debts; and
Page 4
Other Statutory Information (cont'd)

As of the date ofthie report, the Directors are not aware of any circumstances:
(b) which would render the values attributed to current assets 111 the financial
(c) which have arisen render adherence to the existing method of valuation of assets
or liabilities of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render
any amount stated in the financial statements of the Company misleading.
As of the date of this report, there does not exist;
(a) any charge on the assets of the Company which has arisen since the end of the
year and secures the liability of any other person; or
(b) any contigent liability of the Company which has arisen since the end of the year.
No contigent or other liability has become enforceable, or is likely become enforceable,

Directors, will or may substantially affect the ability of the Company to meet its
obligations as and when they fall due.
In the opinion of the Directos:
(a) the results of the operations of the Company during the year were not
nature.
(b) no item, transaction or event of a material and unusual nature has arisen in the
interval between the end of the year and the date of this report which is likely to
affect substantially the results of operations of the Company for the year in which
this report is made.
Page 5

The directors regard Touch Group Holdings Sdn. Bhd., a company incorporated 111
Malaysia as the Ultimate Holding Company.
Holding company
The directors regard Touch Mindscape Sdn. Bhd., a company incorporated in Malaysia as
the Holding Company.
auditors are disclosed in Note 6 to the Financial Statements.
Auditors
The auditors, Messrs. Adam & Co., have indicated their willingness to accept re-
appointment.
Signed on behalf of the board of Directors 111 accordance with a resolution of the
Directors: -
Director
Kuala Lumpur
Date: 2 B MAY 2018
Page 6
Touch Mindscape (Mel aka) Sdn. Bhd.
ABIDIN and DATO' MOHD PATHIL BIN AHMAD, being two of the Directors of
TOUCH MINDSCAPE (MELAKA) SDN. BHD., state that, in the opinion of the
Directors, the financial statements set out on pages 12 to 32 are drawn up in accordance
with Malaysian Private Entities Reporting Standard and the requirements of the
Companies Act, 2016 in Malaysia so as to give a true and fair view of the financial
position of the Company at 31 December 2017 and of its results of operations and cash
flows for the year ended on that date.
Signed on behalf of the board of Directors ill accordance with a resolution of the
Directors:
TENGKU 0' MUHAMAD MAZLAN

BIN T GKU PDJTERA ZAINAL ABIDIN
Director Director
Kuala Lumpur
Date: 2 8 HAY 2018
pursuant to Section 251(1)(b) of the Companies Act, 2016
I, DATO' AZMAN BIN OMAR, (IIC No.:640608-71-5027), being the Director primarily
responsible for the financial management of TOUCH MINDSCAPE (MELAKA) SDN.
BHD., do solemnly and sincerely declare that the accompanying financial statements set
out on pages 12 to 32 are in my opinion correct, and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Subscribed and solemnly declared by )

the abovenamed DATO'~ ).,~ •.•u u )
at Kuala Lumpur in two<at\,.l·~~~ )
Wilayah Persekut ...........,.""'. )
~ NBINOMAR
Before me:-
"\
...... . . . . . . . . . . . . . . . . . . . . . . ..17/"f.l. j. " .~

J r\
. r - \.
1. \J
P.">-
Commissioner for Oaths '

SAMSIM I Bi NTI ALl (No. IV 689)
P r.SURUTlJAYA SUMl'A H
NO. 142B, TTel' HAWAH Page 7
DGN. UMNO SJo:I'!\NGoi~
JALAN IPOH, 51200
~tJl\I.1\ I.UMPun W,P.
Opinion
We have audited the financial statements of Touch Mindscape (Melaka) Sdn. Bhd.,
which comprise the balance sheet as at 31 December 2017, and the statement of
comprehensive income, statement of changes in equity and statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, as set out on pages 12 to 32.
In our opinion, the accompanying financial statements give a true and fair vie\\! of the
financial position of the Company as at 31 December 2017, and of its financial
performance and its cash flows for the year then ended in accordance with Malaysian
Malaysia.
Basis for Opinion

and International Standards on Auditing. Our responsibilities under those standards are
further described in the Auditors' Responsibilities for the Audit of the Financial
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ("By-Laws") and
the International Ethics Standards Board for Accountants' Code of Ethics for
Professional Accountants ("IESBA Code"), and we have :fulfilled our other ethical
responsibilities in accordance with the By-Laws and the IESBA Code.
Infonnation Other than the Financial Statclncnts and Auditors' Report Thereon
information comprises the Directors' Report but does not include the financial statements
of the Company and our auditors' report thereon.
Our opinion on the (lnancial statements of the Company does not cover the Directors'
Report and "ve do not express any f:ofm of assurance conclusion thereon.

NO.5·· 1, Level 5, No.5A, No. 29-1-18 NoA08-2, JalBn Haman 4 E-Mail
PV 128,No. 128 Jalan Tengku Ampuan Zabedah 9/9J, J,~an Medan PB 2B, Seksyen 9 Oakland Commercial Center admin@adamco.my
Jelan Genling Klang, Seksyen 9, 40100 Shah Alam, 43650 Bandar Baru Sangi, 70300 Seremban,
53300 Kuala Lumpur Selangor Darul Ehsan Se1angor Darul Ehsan Negen Sembilan URL
[T J +6 03 4141 6242 [T J +6 03 5524 47441 4044 [ T j~ g,:ul~6 9480 [T I +8 06 6014 700 www.adamco.my
[F] +6 03 4141 $275 [ F I +6 03 55244344 [ F J +6033922 2590 [ F 1+6 06 6014 951
Touch Mindscape (Melaka) Sdn. Bhd. (cont'd)
(cont'd)
In connection with our audit of the financial statements of the Company, our
responsibility is to read the Directors' Report and, in doing so, consider whether the
Directors' Report is materially inconsistent with the financial statements of the Company
or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If: based on the work we havc performed, we have nothing to report in this regard.
Responsibilities of thc Directors for the Financial Statemcnts
The directors of the Company are responsible for the preparation of financial statements
of the Company that give a true and fair view in accordance with Malaysian Private
Entities Reporting Standard and the requirements of the Companies Act, 2016 in
Malaysia. The directors are also responsible for such internal control as the directors
determine is necessary to enable the preparation of financial statements of the Company
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Company, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
of the Company as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
Page 9
Touch Mindscape (Melaka) Sdn. Bhd. (cont'd)
Auditors' Responsibilities for the Audit of the Financial Statements (cont;d)

International Standards on Auditing, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
of the Company, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness

of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis
on the Company's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors'
report to the related disclosures in the financial statements of the Company or, if
on the audit evidence obtained up to the date of our auditors' report. However,
future events or conditions may cause the Company to cease to continue as a
gomg concern.
of the Company, including the disclosures, and whether the financial statements
of the Company represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope
Page 10
Touch Mindscape (MeJaka) Sdn. Bhd. (cont'd)
Other Matters
~~.
ADAM & CO.
AF 1250
-~~~~
ADAM SELAMA T BIN MUSA
02019/03/2020J
Kuala Lumpur
Date: 2 8 HAY 2018
Page 11

2017 2016
Note RM RM
Revenue 4 7,785,894 7,948,274
Cost of sales (4,983,340) (5,188,495)
Gross profit 2,802,554 2,759,779
Other income 5 7,421 5,173
Less : Administration expenses (952,687) (2,041,805)
Profit before taxation 6 1,857,288 723,147
Taxation 7 (1 ,280,221 ) 985,124
Net profit for the year /

Total comprehensive profit for the year 577,067 1,708,271
Page 12
Statement of financial position as at 31 Decem ber 2017

2017 2016
Note RM RM
NON-CURRENT ASSETS
Property, plant and equipment 9 3,793,908 5,651,215
CURRENT ASSETS
Trade receivables 10 58,091 18,881
Work in progress 11 106,299
Other receivables and prepayments 12 2,275,959 2,347,405
Deposits 13 210,153 207,652
Amount due from ultimate holding company 14 606,208
Amount due from holding company 14 11,587,577 11,279,701
Amount due from related company 14 3,041,409 3,041,409
Cash and bank balances 17 4,995,865 1,595,567
22,275,353 19,096,823
TOTAL ASSETS 26,069,261 24,748,038
EQUITY
Share capital 15 500,000 500,000
Retained earnings 17,889,919 17,312,852
18,389,919 17,812,852
Page 13
Touch Mindscape (MeJaka) Sdn. Bhd.

(cont'd)
2017 2016
Note RM RM
NON-CURRENT LIABILITIES
Deferred taxation 16 648,152 244,552
CURRENT LIABILITIES
Trade payables 986,993 1,618,576
Other payables and accruals 18 2,590,774 2,195,710
Amount due to holding company 14 3,258,842
Tax payable 194,581 2,876,348
7,031,190 6,690,634
TOTAL EQUITY AND LIABILITIES 26,069,261 24,748,038
Page 14
Statement of changes in eq uity

Ordinary
share Retained
RM RM RM
Balance as at 1 January 2016 500,000 15,604,581 16,104,581
Net profit for the year / Total

profit for the year 1,708,271 1,708,271
Balance as at 31 December 2016 /

1 January 2017 500,000 17,312,852 17,812,852
Net profit for the year / Total comprehensive

profit for the year 577,067 _~06~_
Balance as at 31 December 2017 500,000 17,889,919 18,389,919
Page 15

2017 2016
Note RM RM
Profit from ordinary activities before taxation 1,857,288 723,147
Adjustment for:
Depreciation of property, plant and equipment 1,751,008 2,215,814
Interest income (7,421) (3,173)
Operating profit from ordinary activities 3,600,875 2,935,788

before working capital changes
(Increase) / Decrease in trade receivables (39,210) 286,023
Decrease / (Increase) in other receivables and
prepayments 71,446 (282,357)
Increase in deposits (2,501) (1,942)
Decrease in amount due from Ultimate Holding
Company 606,208 57,435
Increase in amount due from Holding Company (307,876) (3,032,208)
Increase in trade payables 236,929 179,065
Increase in other payables and accruals 395,064 741,625
Increase in amount due to Holding Company 3,258,842
Cash generated from operations 7,819,777 883,429

Tax paid (4,426,900) (529,960)
Interest received 7,421 3,173
Net cash generated from operating activities 3,400,298 356,642
Net increase in cash and cash equivalents 3,400,298 356,642

Cash and cash equivalents brought forward 1,595,567 1,238,925
Cash and cash equivalents carried forward 17 4,995,865 1,595,567
Page 16

The Company is principally engaged in the business of project management.
year.
The Company's registered office is located at 10th Floor, Menara Hap Seng, No 1
&3, lalan P. Ram1ee, 50250 Kuala Lumpur.
The Company's principal place of business located at Suite 2.1, Level 2, K-

Economy Incubator Building, Lot 1, Melaka International Trade Centre, 75450
AyeI' Keroh Melaka.
Touch Mindscape (Melaka) Sdn. Bhd. is a private company limited by shares,

incorporated and domiciled in Malaysia.
1.4 Holding company

Malaysia.
The financial statements were authorised for issue by the Board of Directors in
accordance with a resolution of the Directors on : 2 8 HAY 2018
Page 17
2.1 Compliance
the Malaysia Private Entities Reporting Standard and the requirements of the
Companies Act, 2016.
amounts are expressed in Ringgit.
cost convention and on a going concern basis unless otherwise indicated.
Revenue from services rendered is recognised on an accrual basis.
Other revenues earned by the Company are recognised on the following bases:-
Interest income is recognised on an accrual basis (taking into account the

effective yield on the asset) unless its collectibility is in doubt.
The carrying amounts of property, plant and equipment are reviewed at each
balance sheet date to determine whether there is any indication of impairment. An
impairment loss is recognised as an expense in the income statement.
The towers constructed under the project management is amortised from the date of
completion of construction up to the year pursuant to the term and conditions of the
Project Management Agreement.
each asset to its residual value over its estimated useful life. Depreciation of an
asset does not cease when the assets becomes idle or is retired from active use
unless the asset is fully depreciated.
Page 18

3.3 Property, Plant and Equipment and Depreciation (cont'd)
The principal rates used are as follows:-

%
Motor vehicles 20
Office equipment 15
Furniture & fittings 10
Telecommunication towers 7 - 11
Upon disposal of an item of property, plant and equipment, the difference between
the net disposal proceeds and the net carrying amount is recognised in the income
Capital work in progress are not depreciated as these assets are not available for
use. When Capital work in progress is completed and the Asset is available for use,
it is reclassified to the relevant category of property and equipment and depreciation
of the asset begins
3.4 Leased Assets
Asset financed by lease agreements that transfer substantially the risks and the right
of ownership (finance lease) are capitalised as if they had been purchased outright
at values equivalent to the present value of the total rental payable during the
periods of the leases and the corresponding lease commitments are included under
liabilities. The excess of the lease payments over the recorded lease obligations is
treated as lease finance charges, which are amortised over each lease term to give a
constant rate of charge on the remaining balance of the obligation.
These assets are depreciated over their estimated useful lives in accordance with the
depreciation policy of the Company.
All other leases are classified as operating lease and the lease rentals are recognised
as an expense in the income statement on a straight-line basis over the lease
periods.
construction contracts, deferred tax assets and financial assets (other than
investments in subsidiaries, associates and jointly controlled entity) are reviewed
for impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with their
recoverable amounts. The recoverable amount is the higher of an asset's net selling
price and its value in use, which is measured by reference to discounted future cash
flows. Recoverable amounts are estimated for individual asset, or if it is not
possible, for the cash-generating unit.
Page 19

3.5 Impairment of Assets (cont'd)
An impairment loss is recognised as an expense in the income statement

immediately, unless it reverses a previous revaluation, in which case it is treated as
a revaluation decrease.
Any subsequent increase in the recoverable amount of an asset is treated as reversal

of the previous impairment loss and is recognised to the extent of the carrying
amount of the asset that would have been determined (net of amortisation or
depreciation) had no impairment loss been recognised. The reversal is recognised in
the income statement immediately, unless the asset is carried at revalued amount. A
reversal of an impairment loss on a revalued asset is credited directly to revaluation
surplus. To the extent that an impairment loss on the same revalued asset was
previously recognised as an expense in the income statement, a reversal of that
impairment loss is recognised as income in the income statement.
3.6 Work in Progress
Capital work in progress arising from project management are stated at cost. Costs
include all direct expenditure and related overheads incurred.
3.7 Taxation
balance sheet date.
Page 20

3.8 Deferred Taxation (cont' d)
Deferred tax assets and liabilities are not recognised on temporary differences
arising from goodwill or negative goodwill or from the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time
of the transaction, affects neither accounting profit nor taxable profit.
carrying amount of a deferred tax asset is reviewed at each reporting date and is
will be available.
negative goodwill.
A financial instrument is recognised in the financial statements when, and

only when, the Company becomes a party to the contractual provisions of
the instrument.
A financial instrument is recognised initially, at its fair value plus, in the

case of a financial instrument not at fair value through profit or loss,
transaction costs that are directly attributable to the acquisition or issue of
the financial instrument.

economic characteristics and risks of the host contract and the host contract
is not recognised at fair value through profit or loss. The host contract, in the
event and embedded derivative is recognised separately, is accounted for in
accordance with policy applicable to the nature of the host contract.
Page 2]

3.9 Financial instruments (cont' d)
The Company categories financial instruments as follows:
Financial assets
(a) Financial assets at fair value through profit or loss
Fair value through profit or loss category comprises financial

assets that are held for trading, including derivatives (expect for a
derivative that is designated and effective hedging instrument) or
financial assets that are specifically designated into this category
upon initial recognition.
Other financial assets categorised as fair value through profit or

loss is subsequently measured at their fair values with the gain or
loss recognised in profit or loss.
Financial Liabilities
All financial liabilities are subsequently measured at amortised cost

other than those categorised as fair value through profit or loss.
Fair value through profit or loss category comprises financial liabilities

that are held for trading, derivatives (except for a derivative that is a
financial guarantee contract or a designed and effective hedging
instrument) or financial liabilities that are specifically designated into
this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of

unquoted equity instruments whose fair values cannot be reliably
measured are measured at cost.
Other financial liabilities categorised as fair value through profit or loss

is subsequently measured at their fair values with the gain or loss
recognised in profit or loss.
(ii) Derecognition

contractual rights to the cash flows from the financial asset expire or
the financial asset is transferred to another party without retaining
control or substantially all risks and rewards of the asset. On
derecognition of a financial asset, the difference between the carrying
amount and the sum of the consideration received (including any new
asset obtained less any new liability assumed) and any cumulative gain
Page 22
3.9 Financial instruments (cont'd)
or loss that had been recognised in equity is recognised in the profit or

loss.
(iii) Derecognition (cont'd)
A financial liability or a part of it is derecognised when, and only when,

the obligation specified in the contract is discharged or cancelled or
expires. On derecognition of a financial liability, the difference between
the carrying amount of the financial liability extinguished or transferred
to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in the profit or
loss.
Cash and cash equivalents comprise cash at bank and cash in hand.
3,11 Employee Benefits
Short term employee benefits
Wages, salaries and social security contributions are recognised as an expense in

the year in which the associated services are rendered by employees of the
Company. Short term accumulating compensated absences such as paid annual
leave are recognised when employees render services that increase their entitlement
to future compensated absences. Non-accumulating compensated absences, such as
sick and medical leaves are recognised when the absences occur.

additional amount expected to be paid as a result of the unused entitlements that
have accumulated at the balance sheet date.

3.12 Related Party
Page 23
[company No.: 368852 - V
4. Revenue
2017 2016
RM RM
Rental of tel ecommuni cati on towers 6,763,511 6,750,974

7,785,894 7,948,274
5. Other income
2017 2016
RM RM
Interest income received 7,421 3,173

Discount received 2,000
7,421 5,173
6$ Profit before taxation
Profit from operations before tax has been arrived at:
2017 2016
Note RM RM
Auditors' remuneration 15,000 15,000

Depreciation of property, pI ant
and equipment 1,751,008 2,215,814
Directors' fee 94,000 87,000
Rental of premises 31,500 33,000
Rental of land 936,975 944,340
Staff costs 8 49,478 63,778
Page 24
7. Taxation
2017 2016
RM RM
Malaysian tax
- Tax expenses for the year 894,006 665,026
- (Over) / Under provision in prior years (17,385) (43,029)
876,621 621,997
Deferred taxation
- Current year 44,658
- Under / (Over) provision of prior year 403,600 (1,651,779)
1,280,221 (985,124)
Provision for taxation is determined by applying the Malaysian tax rate of 24%
jurisdictions.
The tax income expense is reconciled to the accounting profit at the applicable tax
rate as follows:
2017 2016
RM RM
Profit before tax 1,857,288 723,147

Effects of changes in statutory tax rate 445,749 173,555
of24% (2016:24%)
Tax effects of:

Non-deductable expenses 53,320 536,129
Utilisation of capital allowances (44,658)
(Over)/Under provision in prior years (17,385) (43,029)
Under / (Over) provision of deferred tax in prior
year 1,008,999 (1,607,121)
Total income tax expense 1,490,683 (985,124)
Page 25
- -- - -..
8. Staff cost
2017 2016
RM RM
EPF 4,771 6,042

Refreshment 11,100 11,529
Salaries and wages 33,607 46,207
49,478 63,778
Page 26
90 Property, plant and equipment
Motor Office Furniture Telecommunication Capital work

Note vehicles equipment & fittings towers in progress Total
RM RM RM RM RM RM
Costs
Opening balance 46,513 39,082 17,251 21,890,821 106,299 22,099,966
Reclassification 11 (106,299) (106,299)
Closing balance 46,513 39,082 17,251 21,890,821 21,993,667
Opening balance 46,512 39,080 17,250 16,345,909 16,448,751
Charge for the year 1,751,008 1,751,008
Closing balance 46,512 39,080 17,250 18,096,917 18,199,759
Net book value

As at 31 December 2017 1 2 1 3,793,904 3,793,908
As at 31 December 2016 1 2 1 5,544,912 106,299 5,651,215
Page 27

2017 2016
RM RM
Motor vehicle 46,513 46,513

Office equipment 39,082 39,082
Furniture and fittings 17,251 17,251
Telecommunication towers 21,890,821 21,890,821
Capital work in progress 106,299
21,993,667 22,099,966
10. Trade receivables
The credit period granted to customers for the Company generally ranges from 30
to 90 days (2016: 30 to 90 days) unless otherwise stated in contractual agreement.
11. Work in progress
2017 2016
Note RM RM
Opening balance
Reclassification 9 106,299
Closing balance 106,299
Capital work in progress arising from project management. Costs include all direct
expenditure and related overheads incurred.
Page 28
12. Other receivables and prepayments

2017 2016
RM RM
Other receivables 3,175,959 3,247,405

Allowances for impairment losses on receivables (900,000) (900,000)
2,275,959 2,347,405
Allowances for impairment losses on receivables :-
At beginning / end of the year 900,000 900,000
Included in other receivables of the Company is an amount of approximately

RM2,796,084 (31.12.2016 - approximately RM2,813,449) owing by a corporate
shareholder of which has been outstanding for more than 3 years. An allowance for
impairment losses of RM900,000 (31.12.2016 - RM900,000) has been made in
respect of the overdue amount. The Directors are of the opinion that no further
allowance for impairment losses on receivables is required as the outstanding
balance is expected to be recoverable.
13. Deposits
2017 2016
RM RM
Establishment deposits 21 153 207,652
All deposits are refundable.
14. Amount due from related companies, holding and ultimate

holding company
These represent amounts advanced from related companies, holding and ultimate
holding company are unsecured, interest free and repayable on demand.

Malaysia.
The ultimate holding company is Touch Group Holdings Sdn Bhd, a company
Page 29
15. Share capital
2017 2016
No. of No. of
shares RM shares RM
Issued and fully paid ordinary
shares of RM1 * each
As at beginning / end of the

year 500,000 500,000 500,000 500,000
*Upon effective date of the Companies Act 2016 on 31 January 2017, the ordinary
shares no longer have par value.
16. Deferred taxation

2017 2016
RM RM
As at beginning of the year 244,552 1,851,673

Amount recognised in the income
statement (Note 7) 403,600 (1,607,121)
As at end of the year 648,152 244,552
Presented after appropriate offsetting as follows:-
Deferred tax liabilities 648,152 244,552
The components and movements of deferred tax liabilities and assets during the
year prior to offsetting are as follows :-
Page 30
16. Deferred taxation (cont'd)
Property,
plant and
equipment Total
RM RM
As at 1 January 2017 244,552 244,552

Recognised in the income statement 403,600 403,600
As at 31 December 2017 648,152 648,152

2017 2016
RM RM
Cash in hand 477 491

Cash at bank 4,995,388 1,595,076
4,995,865 1,595,567
18. Other payables and accruals
2017 2016
RM RM
Other payables 30,693 169,777

Accruals 744,050 435,158
Deposit received 1,816,031 1,590,775
2,590,774 2,195,710
Page 31
19$ Financial instruments

2017 2016
Carrying Carrying
AC AC
amount amount
RM'OOO RM'OOO RM'OOO RM'OOO
Financial assets
Trade receivables 58,091 58,091 18,881 18,881

Other receivables and prepayments 2,275,959 2,275,959 2,347,405 2,347,405
Work in progress 106,299 106,299
Deposits 210,153 210,153 207,652 207,652
Amount due from ultimate holding company 606,208 606,208
Amount due from holding company 11,587,577 11,587,577 11,279,701 11,279,701
Amount due from related company 3,041,409 3,041,409 3,041,409 3,041,409
Cash and bank balances 4,995,865 4,995,865 1,595,567 1,595,567
22,275,353 22,275,353 19,096,823 19,096,823
Trade payables 986,993 986,993 1,618,576 1,618,576

Other payables and accruals 2,590,774 2,590,774 2,195,710 2,195,710
3,577,767 3,577,767 3,814,286 3,814,286
Page 32

2017 2016
RM RM
REVENUE
Rental of telecommunication tower 6,763,511 6,750,974
7,785,894 7,948,274
LESS: COST OF SALES

Depreciation expenses (1,751,008) (2,214,660)
Electricity charges (1,279,488) (1,169,076)
Fiber development cost (84,906)
Insurance charges (1,040) (2,240)
License fee (636,000) (636,000)
PBT assessment tax (20,211) (29,773)
Permits (49,850)
Rental of land (936,975) (944,340)
Upkeep and maintenance (155,900) (57,650)
USP fund (202,718)
(4,983,340) (5,188,495)
GROSS PROFIT 2,802,554 2,759,779
ADD: OTHER INCOME

Interest income received 7,421 3,173
Discount received 2,000
Sundry income
7,421 5,173


2017 2016
RM RM
LESS: ADMINISTRATIVE EXPENSES

Accom odati on (57,554) (8,047)
Allowances (280) (1,500)
Audit fees (15,000) (15,000)
Bank charges (232) (394)
Bonus (8,601) (9,201)
Computer peripherals (75)
Compound, fine and penalty (200)
Depreciation expenses (1,154)
Directors' fee (94,000) (87,000)
EPF (4,771) (6,042)
Filing and registration fees (750)
Fine charges (100)
Insurance (1,158) (1,455)
Insurance and road tax (443)
Legal fee
Management fee (600,000)
Medical fee (1,009) (1,663)
Office upkeep (20)
Penalty (59,732)
Petrol, toll and parking (70) (273)
Postage and courier (268) (422)
Printing and stationeries (3,045) (4,518)
Professional fee (16,579)
Project Administrative cost (1,354,198)
Balance carried forward (862,962) (1,491,792)


for the year ended 31 Decem her 2017 (cont' d)
2017 2016
RM RM
Balance brought forward (862,962) (1,491,792)
Refreshment (11,100) (11,529)

Rental of premises (31,500) (33,000)
Salaries and wages (33,607) (46,207)
Secretarial fees (3, l35) (3,204)
SOCSO (598) (816)
Stamp duty (40) (l32)
Submission fee (100)
Tax fee (6,500) (19,200)
Telephone (3,245) (3,592)
Travelling and transportation (19,587)
Upkeep of machinery and vehicles (1,205)
USP Fund (411,441)
(952,687) (2,041,805)
PROFIT BEFORE TAXATION 1,857,288 723,147

Appendix 2
Cash flow Projections for the Financial Period from 1 October 2018 to 31 October 2028
ISSUER AND PROJECT COMPANIES - TMSB, TMX, TMS AND TMSM

COMBINED CASH FLOW PROJECTIONS FOR THE FINANCIAL PERIOD FROM 1 OCTOBER 2018 TO 31 OCTOBER 2028 ("Cash Flow Projections")
1.10.2018 1.1.2019 1.1.2020 1.1.2021 1.1.2022 1.1.2023 1.1.2024 1.1.2025 1.1.2026 1.1.2027 1.1.2028
to to to to to to to to to to to
Financial Period/Year 31.12.2018 31.12.2019 31.12.2020 31.12.2021 31.12.2022 31.12.2023 31.12.2024 31.12.2025 31.12.2026 31.12.2027 31.12.2028 Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Cash Flows (For)/From Operating Activities
Collections from customers 24,839 99,486 99,486 99,486 99,486 99,486 99,486 99,486 99,486 99,486 82,927 1,003,140
Payments for:
- Cost of sales (6,791) (27,271) (27,271) (27,271) (27,271) (27,271) (27,271) (27,271) (27,271) (27,271) (22,743) (274,973)
- Annual cost (221) (1,018) (1,018) (1,018) (1,018) (1,018) (1,018) (1,018) (1,018) (1,018) (798) (10,181)
Payments for overheads:
- Staff cost (907) (3,206) (3,367) (3,535) (3,712) (3,897) (4,092) (4,297) (4,512) (4,737) (3,895) (40,157)
- Administrative cost (629) (1,960) (2,058) (2,161) (2,269) (2,382) (2,501) (2,626) (2,757) (2,895) (2,239) (24,477)
Payments for operating expenses # (16,000) - - - - - - - - - - (16,000)
Cash From Operating Activities 291 66,031 65,772 65,501 65,216 64,918 64,604 64,274 63,928 63,565 53,252 637,352
Corporate tax paid (325) (8,963) (9,289) (9,639) (10,041) (11,282) (11,736) (12,242) (12,801) (13,414) (9,988) (109,720)
Net Cash (For)/From Operating Activities (34) 57,068 56,483 55,862 55,175 53,636 52,868 52,032 51,127 50,151 43,264 527,632
Cash Flows (For)/From Investing Activities

(Placement)/Withdrawal of Finance Service Reserve
Account (10,888) 650 813 975 1,138 1,138 1,300 1,463 1,625 1,786 - -
Payments for capital expenditure # (46,000) - - - - - - - - - - (46,000)
Payments for potential targeted investment activities # (20,000) - - - - - - - - - - (20,000)
Profit income 141 1,231 1,537 1,766 1,921 2,015 2,116 2,151 2,123 2,037 1,688 18,726
Net Cash (For)/From Investing Activities (76,747) 1,881 2,350 2,741 3,059 3,153 3,416 3,614 3,748 3,823 1,688 (47,274)
Cash Flows From/(For) Financing Activities

Repayment of bank borrowings (220,000) - - - - - - - - - - (220,000)
Reimbursements for capital expenditure incurred # (64,000) - - - - - - - - - - (64,000)
Net drawdown from/(repayment to) ICP 9,834 (662) (662) (662) (662) (662) (662) (662) (662) (662) (552) 3,324
Net drawdown from/(repayment to) IMTN 390,000 (20,000) (25,000) (30,000) (35,000) (35,000) (40,000) (45,000) (50,000) (55,000) (55,000) -
Profit payments of IMTN - (21,775) (20,475) (18,850) (16,900) (14,625) (12,350) (9,750) (6,825) (3,575) - (125,125)
Payments for cost of establishment of IMTN and ICP and
recurring cost (6,982) (125) (125) (125) (125) (125) (125) (125) (125) (125) (125) (8,232)
Cash Flows From/(For) Financing Activities 108,852 (42,562) (46,262) (49,637) (52,687) (50,412) (53,137) (55,537) (57,612) (59,362) (55,677) (414,033)
Net Increase/(Decrease) in Cash and Cash Equivalents 32,071 16,387 12,571 8,966 5,547 6,377 3,147 109 (2,737) (5,388) (10,725) N/A
Cash and Cash Equivalents Brought Forward 4,683 ^ 36,754 53,141 65,712 74,678 80,225 86,602 89,749 89,858 87,121 81,733 N/A
Cash and Cash Equivalents Carried Forward 36,754 53,141 65,712 74,678 80,225 86,602 89,749 89,858 87,121 81,733 71,008 N/A
Note:-
^ - The cash and cash equivalents brought forward for the financial period 2018, is based on actual balances in the banks as of 31 August 2018 as disclosed in Note (A)(iv) of this Appendix 2
# - Utilisation of sukuk proceeds for general corporate purposes as disclosed in Note (A)(ix) of this Appendix 2
Principal Bases and Assumptions Relating to Cash Flow Projections
Words and expressions used and defined in this Appendix 2 shall only be applicable for this Appendix
2.
The principal bases and assumptions upon which the cash flow projections of the Issuer, TMS, TMX
and TMSM (TMS, TMX and TMSM, collectively referred to as “Project Companies”) for the financial
period from 1 October 2018 to 31 October 2028 (“Financial Model”) have been prepared are as
follows:-
(A) Specific Assumptions Relating to the Issuer and Project Companies
(i) Principal activities
The Issuer and Project Companies are principally engaged in the business of:-
(a) Issuer : To undertake fund raising exercise(s) via the issuance of Ringgit
denominated sukuk, pursuant to which the Issuer will issue sukuk from
time to time and to enter into any transaction and arrangement and to
do all such other things as may be deemed incidental or conducive
thereto; and to undertake activities and carry into effect all such acts
and transaction pursuant to or that are not inconsistent with its
obligations contained in the transaction documents in respect of the
sukuk (and any supplemental or further or altered agreement thereto);
(b) TMS : To transact businesses related to the internet and electronic commerce
industry;
(c) TMX : To carry on business of a telecommunication contractor and providing

engineering expertise in the project management, designing, supply,
installation, operation and maintenance of telecommunication
equipment; and
(d) TMSM : To act as a project manager for Melaka ICT Holdings Sdn Bhd
(“MICTH”) pursuant to the project management agreement dated 10
June 2005 made between TMSM and MICTH and to design, construct,
erect and commission telecommunication towers and/or other network
facilities within the state of Melaka.
There will be no significant changes in the nature of these activities over the period of the cash
flow projections.
(ii) Agreements
The cash flow projections were prepared based on:-
(a) License Agreement dated 28 April 2005 between Celcom (Malaysia) Berhad
(“Celcom”), Digi Telecommunications Sdn Bhd (“Digi”), Maxis Broadband Sdn Bhd
(“Maxis”) and TMX, respectively;
(b) Supplemental Agreement No.1 to License Agreement dated 26 June 2008 between
Celcom, Digi, Maxis and TMX, respectively;
Principal Bases and Assumptions Relating to Cash Flow Projections (Cont’d)
(A) Specific Assumptions Relating to the Issuer and Project Companies (Cont’d)
(ii) Agreements (Cont’d)
(c) Master License Agreement dated 12 April 2016 between YTL Communications Sdn
Bhd (“YTL”) and TMX;
(d) Master License Agreement dated 12 April 2016 between U Mobile Sdn Bhd
(“UMobile”) and TMX;
(e) Access Agreement dated 12 April 2016 between UMobile and TMX which will remain
in force without material adverse variations; and
(f) Upon end of its term (15 years from the date of agreement) of the respective
agreements as stated in paragraph (a) to (d) above, there will be a renewal for each of
the respective agreements without material adverse variations.
(iii) Cut-off of structure, number of tenants, sites and locations
The cash flow projections were prepared based on the number of Authorised Work Orders
(“AWOs”) and available number of structures operated by the Project Companies as of 31
August 2018 as below:-
Project Company Number of AWOs Number of Structures

TMS 169 23
TMX 1,236 638 #
TMSM 145 52
Note:-
# - Included in the number of structures of TMX are 118 structures owned by Malaysian
Communications and Multimedia Commission (“MCMC”) but operated by TMX.
The number of tenants, sites, locations and AWOs referred in this Appendix 2:-
(a) are all based on the cut-off date as of 31 August 2018; and
(b) do not reflect the additional capital expenditure (including its capital allowances) from
the utilisation of sukuk proceeds during the projected period as disclosed in Note
(A)(ix)(1)(b) and Note (A)(xii)(4) of this Appendix 2.
(iv) Cash and cash equivalents brought forward
The cash and cash equivalents brought forward for the financial period 2018 is based on
actual balances in the banks as of 31 August 2018.
(v) Revenue assumptions
1. The revenue is assumed to be billed and collected within each respective financial period.
2. Revenue includes the following:-
Approximated
Monthly ^/ Number of Total Revenue
Yearly # Months ^/ (1 Oct 2018 to
Description Revenue Years # 31 Oct 2028) Note
RM RM'000
Touch Matrix Sdn Bhd ("TMX")
Site rental 5,888,363 ^ 121 ^ 712,492 3
Right of Way ("ROW") - Project Fiber 147,499 ^ 121 ^ 17,848 3
Electricity 530,090 ^ 121 ^ 64,141 4
Generator sets 234,800 ^ 121 ^ 28,411 5
Project T3 - Land rental 147,925 ^ 121 ^ 17,899 6
Project T3 - Management fee 12,150 ^ 121 ^ 1,470 6
Project T3 - Maintenance fee 11,121 ^ 121 ^ 1,346 6
Project T3 - Generator sets 38,000 ^ 121 ^ 4,598 6
Project T3 - Permit 131,167 # 10 # 1,312 7
Sub-total 849,517
Touch Mindscape Sdn Bhd ("TMS")
Portable Base Transceiver Station("PBTS")/
Lampole project 173,726 ^ 121 ^ 21,021 3
Project Fiber - ROW 329,850 ^ 121 ^ 39,912 3
Project Fiber - Rental (Monthly) 64,111 ^ 121 ^ 7,758 8
Project Fiber - Electricity 17,100 ^ 121 ^ 2,069 9
Project Fiber - Maintenance fee 41,667 ^ 121 ^ 5,042 10
Sub-total 75,802
Touch Mindscape (Melaka) Sdn Bhd ("TMSM")
Dynamic Communication Link ("DCL") Project 643,152 ^ 121 ^ 77,821 3
Sub-total 77,821
Total Revenue 1,003,140
3. Revenue contributed from site rentals and ROW – Project Fiber of TMX, PBTS/Lampole
project, Project Fiber – ROW of TMS and DCL project of TMSM are based on the current
rental charges as stipulated in the respective AWOs of existing sites of the Project
Companies.
It is assumed that the number of tenants will remain the same on the basis that these
agreements (ongoing and expired) are continuously renewed throughout the operational
period between the Project Companies and Maxis, Celcom, Digi, UMobile, YTL, Webe Digital
Sdn Bhd (“Webe”), Telekom Malaysia Berhad (“Telekom”), Sapura Secured Technologies Sdn
Bhd (“Sapura”), Fiberail Sdn Bhd (“Fiberail”), Polis Diraja Malaysia (“PDRM”) (collectively
referred to as the “Operators”).
(v) Revenue assumptions (Cont’d)
4. Revenue contributed from electricity charges by TMX are based on the electricity charge out
rates of RM600 per month and management fee of RM18 per month as stipulated in the
Supplemental Agreement No.1 to License Agreement dated 26 June 2008 of the existing 855
tenants between the Project Companies and the respective Operators.
5. Revenue contributed from generator sets rental are based on the rental fee as stipulated in the
Supplemental Agreement No.1 to License Agreement dated 26 June 2008 of existing 21 sites
of the Project Companies are as follows:-
Generator Set Monthly rental fee (RM)

20 kVA - 29 kVA ^ 7,000
30 kVA - 44 kVA ^ 8,000
45 kVA - 50 kVA ^ 13,000
^ - kilovolt-ampere (“kVA”)
6. Revenue contributed from land rentals, management fee, maintenance fee and generator sets
rental of Project T3 are based on the contracted monthly charges of the existing 118 sites
owned by MCMC which are operated by TMX for Maxis, Celcom, Digi, YTL, Webe and
Sapura.
7. Revenue contributed from permit of Project T3 is based on annual charge of the existing 118
sites owned by MCMC which are operated by TMX.
8. Rental income contributed from Maxis, Celcom, Digi, UMobile, YTL and TIME dotCom Bhd of
Project Fiber are based on the current rental charges as stipulated in the respective AWOs of
existing sites of TMS per the cut-off as stipulated in Section A(iii) of this Appendix 2.
9. Revenue contributed from electricity charges by TMS is based on the electricity charge out
rate of the existing 26 tenants.
10. Revenue contributed from maintenance of Project Fiber is based on monthly charge of the
existing 5 locations of TMS.
11. It is assumed that all the existing Agreements (ongoing and expired) and contracts (ongoing
and expired) relating to the revenue contributors above as stipulated in Section A(ii) of this
Appendix 2, will be renewed based on the same terms as stated in the License Agreements,
Master License Agreements and Access Agreement with Operators.
(vi) Cost of sales assumptions
1. The cost of sales is assumed to be paid within each respective financial period.
2. Cost of sales includes the following:-
Approximated Total Cost of

Monthly ^/ Number of Sales
Yearly # Months ^/ (1 Oct 2018 to
Description Cost of Sales Years # 31 Oct 2028) Note
RM RM'000
Land rental 618,693 ^ 121 ^ 74,862 3
Electricity 514,700 ^ 121 ^ 62,279 4
Generator sets 232,300 ^ 121 ^ 28,108 5
Maintenance cost 95,700 ^ 121 ^ 11,580 6
Universal Service Provision ("USP") Fund 353,302 ^ 121 ^ 42,749 7
Management fee 100,000 ^ 121 ^ 12,100 8
Sub-total 231,678

PBTS/Lampole Project 57,062 ^ 121 ^ 6,905 3
USP Fund - TMS 14,270 ^ 121 ^ 1,727 7
Fiber Project 22,800 ^ 121 ^ 2,759 9
Sub-total 11,391
Touch Mindscape (Melaka) Sdn Bhd ("TMSM")
DCL Project 221,140 ^ 121 ^ 26,758 3
DCL Project 106,000 # 10 # 1,060 3
USP Fund - DCL 33,769 ^ 121 ^ 4,086 7
Sub-total 31,904
Total Cost of Sales 274,973
3. Land rental of TMX, PBTS/Lampole project of TMS and DCL project of TMSM are based on
the rates as stipulated in the respective tenancy agreements of existing 697 sites of the
Project Companies.
It is assumed that the land rental amount will remain the same and the agreements are
continuously renewed throughout the operational period between the Project Companies and
the respective landlords.
4. Cost of electricity is RM600 per month as stipulated in the Supplemental Agreement No.1 to
License Agreement dated 26 June 2008 based on the existing 855 tenants between TMX and
the respective Operators.
5. Generator sets are provided for the sites whereby there is no electricity supply from Tenaga
Nasional Berhad (“TNB”) and rental is based on the monthly charge for each of the existing 21
sites of TMX.
6. Maintenance cost of existing sites is assumed to be RM150 per site for each of the existing
638 sites operated by TMX.
(vi) Cost of sales assumptions (Cont’d)
7. USP for TMX, TMS and TMSM are charged at 6% on site rental revenue and Project Fiber
rental revenue of existing sites of the Project Companies. The charge is imposed by the
MCMC as stated in the Communications and Multimedia Act 1998.
8. Management fee is RM100,000 per month as stipulated in the Management Agreement dated
9 January 2018 between Touch Group Holdings Sdn Bhd and TMX.
9. Project Fiber is based on monthly charge for each of the existing 5 locations of TMS.
(vii) Annual cost assumptions
1. The annual cost is assumed to be paid within each respective financial period.
2. Annual costs include the following:-
Approximated Total Annual Cost

Annual Number (1 Oct 2018 to
Description Cost of Years 31 Oct 2028) Note
RM RM'000
Permit to Shahzan Alam Muda Sdn Bhd 638,000 10 6,380 3
Insurance 9,868 10 97 4
MCMC license fee 270,000 10 2,700 5
Sub-total 9,177
Insurance 370 10 4 4
MCMC license fee 100,000 10 1,000 5
Sub-total 1,004
Total Annual Cost 10,181
3. Permit cost for telecommunication structures is payable to Shahzan Alam Muda Sdn Bhd and
is based on RM1,000 per year for each of the existing 638 sites operated by TMX.
4. Public liability insurance cost for TMX and TMS are based on annual charges of RM9,868 and
RM370, respectively.
5. License fees payable to MCMC are based on annual charges of RM270,000 and RM100,000
for TMX and TMS, respectively.
(viii) Overheads cost assumptions
1. The overheads cost are assumed to be paid within each respective financial period.
2. Overheads cost includes the following:-
Base Year Extrapolated

(Extrapolated Base Year Escalation per
Description to 12 months) RM'000/Annum annum
Salary and administrative expenses 2018 4,920 5%
3. The salary and administrative expenses are estimated to be RM4,920,000 per annum for
Project Companies with an inflationary rate of 5.0% per annum throughout the projected
period.
(ix) General corporate purposes assumptions
1. The general corporate purposes amounting to RM146.0 million from the remaining proceeds
of the Proposed Initial IMTN is assumed to be utilised for the following Shariah-compliant
purposes:-
The Project Companies:- RM'000

(a) Reimbursements for capital expenditure incurred paid in advance 64,000
(including construction cost of telecommunication facilities)
(b) Capital expenditure for new sites, equipment, transporation and 46,000
tools
(c) Operational expenses 16,000
(d) Potential targeted investment activities 20,000
Total 146,000
(x) Investing assumptions
1. Cash in the Finance Service Reserve Account (“FSRA”) is assumed to earn a profit at a rate of
2.0% per annum and is received within each respective financial period.
2. Excess cash (after accounting for working capital, usage, financing requirements of the initial
FSRA minimum required balance and the Sukuk Trustee Reimbursement Account and
general corporate purposes) is assumed to be placed in Shariah-compliant investment
products to earn a profit at a rate of 2.0% per annum. The profit is assumed to be received
within each respective financial period.
(xi) Financing assumptions
1. The IMTN Programme and ICP Programme has been lodged with the Securities Commission
Malaysia (“SC”) and the proceeds from the initial issuance of the Sukuk Wakalah IMTN of
RM390.0 million (“Proposed Initial IMTN”) and net proceeds of the initial issuance of Wukuk
Wakalah ICP of approximately RM9.9 million (“Proposed Initial ICP”) (the Proposed Initial
IMTN and Proposed Initial ICP, collectively the “Proposed Initial Issuances”) respectively,
amounting to a total of approximately RM399.9 million will be received by October 2018.
2. The redemption of the Proposed Initial IMTN are assumed as follows:-
Principal repayment
Tranche RM'000 Repayment date
1 20,000 1 October 2019
2 25,000 1 October 2020
3 30,000 1 October 2021
4 35,000 1 October 2022
5 35,000 1 October 2023
6 40,000 1 October 2024
7 45,000 1 October 2025
8 50,000 1 October 2026
9 55,000 1 October 2027
10 55,000 1 October 2028
Total 390,000
3. Profit payments on the Proposed Initial IMTN are payable semi-annually in April and October
during the projected period.
4. The Proposed Initial ICP is assumed to be continuously rolled-over and refinanced via
subsequent issuances of Sukuk Wakalah ICP under the ICP Programme at the same tenure
of 1 month and same discount rate upon maturity throughout the projected period.
5. The coupon and discount rates respectively for the Proposed Initial IMTN and Proposed Initial
ICP are assumed to be constant at 6.50% throughout the projected period.
(xii) Taxation assumptions
1. The tax rate assumed is based on Malaysia’s current statutory tax rate of 24%, applied
throughout the projected period. Taxes on profits are assumed to be paid within each
respective financial period in which they are incurred.
2. The reduction in the Malaysian statutory tax rate by 1% to 4% based on the prescribed
incremental percentage of chargeable income from business, compared to that of the
immediate preceding year of assessment, is assumed to be not applicable throughout the
projected period.
3. The Sales and Service Tax (“SST”) is assumed to be not applicable and has not been
accounted for in the cash flow projections.
4. Any capital allowances arising from the additional capital expenditure from the utilisation of
sukuk proceeds during the projected period as disclosed in Note (A)(ix)(1)(b) of this Appendix
2, are not accounted for in the cash flow projections.
5. The tax bases and assumptions upon which the cash flow projections of the Issuer and Project
Companies for the financial period from 1 October 2018 to 31 October 2028 (corresponding
with Year of Assessment (“YA”) 2018 to YA 2028) have been prepared are as follows:-
5.1 The Issuer – TMSB
5.1.1 General
(a) TMSB is a company incorporated on 10 May 2013 and has not

undertaken any prior business activity. TMSB is proposing to issue
Sukuk Wakalah IMTN of up to RM390.0 million in nominal value and
Sukuk Wakalah ICP of up to RM10.0 million in nominal value and
subsequently on-lending to the Project Companies to finance the capital
expenditure, working capital requirements, refinancing of existing
borrowings and, etc. TMSB will be receiving interest income with no
mark up from the Project Companies in return.
(b) TMSB does not provide management services to Project Companies.
(c) The profit received/receivable by TMSB is taxable income derived from

placement in FSRA.
(d) The Proposed Initial IMTN profit payments are due to be paid in the
basis period in which the profit payments are accrued. Interest
restriction is not applicable on the basis that the Proposed Initial IMTN
proceeds raised by TMSB will be fully on-lent to the Project Companies
and the profit payment will be fully set off by interest income from the
Project Companies.
(xii) Taxation assumptions (Cont’d)
5.1 The Issuer – TMSB (Cont’d)
5.1.1 General (Cont’d)
(e) The profit payments of the Proposed Initial ICP are excluded from the
tax computation of the cash flow projections.
(f) There is no payment to non-Malaysian tax residents and therefore

withholding tax is not applicable.
5.1.2 Deduction for expenditure on issuance of Proposed Initial IMTN and Proposed
Initial ICP
Tax deductions have been taken against the gross income of TMSB in the
projected period on both Proposed Initial IMTN and Proposed Initial ICP
issuance and recurring expenses.
5.1.3 Transfer Pricing (“TP”)
All related party transactions/payments are assumed to be at arm’s length and

TMSB will maintain sufficient contemporaneous documentation in respect of the
related party transactions/payments.
5.1.4 Earning Stripping Rules (“ESR”)
It has been proposed in Budget 2018 that ESR will replace the existing Thin
Capitalisation rules effective 1 January 2019. The cash flow projections do not
account for the ESR as the Ministry of Finance (“MoF”)/Malaysian Inland
Revenue Board (“MIRB”) have yet to issue any legislation/guidelines pertaining
to the ESR.
5.1.5 Special Purpose Vehicle (“SPV”) under Section 60I of the Income Tax Act 1967
TMSB has been assumed to be a non-SPV for the purposes of the Financial
Model. As such, the profit income from the placement in FSRA will be subject to
tax at the rate of 24% in the hand of TMSB.
5.2 Project Companies – TMS, TMX and TMSM
5.2.1 General
(a) The Project Companies will not receive taxable non-business income,
eg. interest income from placement of fixed deposits.
(b) Unless otherwise identified, all expenses incurred by Project Companies

during the projected period are revenue in nature, wholly and
exclusively incurred in the production of Project Companies’ gross
income and are not provisions. They are therefore tax deductible.
(c) All tax returns filed with the MIRB prior to YA 2018 are not disputed by
the MIRB.
(d) The Project Companies only deal with the local contractors and hence
the import duty and excise duty are not applicable. Furthermore, there is
no payment to non-Malaysian tax residents and therefore withholding
tax is not applicable.
5.2.2 Qualifying expenditure for the calculation of capital allowances
(a) The Project Companies will be utilising the internally generated funds
(i.e. not funded by Proposed Initial IMTN proceeds or other borrowings)
to finance the construction of telecommunication structures. The
construction of the telecommunication structures are assets which
qualify for Capital Allowances (“CA”) under Schedule 3 of the MITA will
be owned, incurred and brought into use in Project Companies’
business operations from YA 2018. The assets continue to be owned
and used in Project Companies’ business operations at the end of each
basis period until YA 2028.
(b) The balance carried forward of CA from YA 2017 is netted off with the
utilisation of CA in the tax computation for YA 2017 (which will be
submitted to the MIRB on or before 31 July 2018).
5.2 Project Companies – TMS, TMX and TMSM (Cont’d)
5.2.2 Qualifying expenditure for the calculation of capital allowances (Cont’d)
(c) The tax written down value of the qualifying assets brought forward from
YA 2017 amounting to approximately RM68 million will be claimed as
capital allowances evenly over the first 5 periods of the cash flow
projections (YA 2018 to YA 2022).
(d) Neither disposals nor write-offs of fixed assets (including

telecommunication towers) by the Project Companies will occur
throughout the projected period. As such, no balancing charge and
balancing allowance are computed at the end of the respective
projected period.
(e) None of the qualifying assets will be acquired on hire purchase or lease.
5.2.3 Management fee
TMS and TMSM will outsource the services such as payroll, human resources,
etc to third parties (i.e. non-related parties) which are tax residents in Malaysia.
However, TMX will pay management fee to the ultimate holding company, i.e.
Touch Group Holdings Sdn Bhd for marketing, accounting, human resources,
IT, technical and other services required.
5.2.4 Interest expenses
The Proposed Initial Issuances proceeds are wholly used for the Project
Companies’ business purposes and the interest expenses are due to be paid or
payable in the basis period in which the interest expenses are accrued. As
such, the interest expenses paid to TMSB will be tax deductible to derive the
Adjusted Income of the Project Companies for the respective Years of
Assessment.
5.2.5 Proposed Initial Issuances Cost and Recurring Cost to be back charged to the
Project Companies
The said cost will be back charged by TMSB to the Project Companies as
TMSB will provide loan to the Project Companies for the purposes of financing
the capital expenditure, working capital requirements, refinancing of existing
borrowings and investment, etc of the Project Companies.
5.2 Project Companies – TMS, TMX and TMSM (Cont’d)
5.2.6 Transfer Pricing (“TP”)
All related party transactions/payments are assumed at arm’s length and the
Project Companies will maintain sufficient contemporaneous documentation in
respect of the related party transactions/payments.
5.2.7 Earning Stripping Rules (“ESR”)
It has been proposed in Budget 2018 that ESR will replace existing Thin
Capitalisation rules effective 1 January 2019. The cash flow projections do not
account for the ESR as the MoF/MIRB have yet to issue any
legislation/guidelines pertaining to the ESR.

(B) General Assumptions Relating to the Issuer and Project Companies
1. There will be no significant changes in the Issuer’s and Project Companies’ principal activities,
composition and group structure.
2. There will be no significant changes to the prevailing economic and political conditions that will
adversely affect the activities and performance of the Issuer.
3. There will be no significant changes in the present legislation and government regulations,
rates and duties, levies and taxes, which will adversely affect the operations of the Issuer or
the market in which it operates.
4. There will be no significant changes in the prevailing inflation rate.
5. There will be no major breakdown or disruptions to the Issuer’s and Project Companies’
operating activities, industrial disputes or any other abnormal factors that will significantly
affect the Issuer’s operations at their projected levels or disrupt their planned operations.
6. There will be no significant changes to the Issuer’s and Project Companies’ existing senior
management, accounting, management and operational policies that will adversely affect the
activities and performance of the Issuer.
7. Other than the assumptions above, there will be no material acquisitions or disposals of
property, plant and equipment during the projected period.
8. There will be no relocation of structures during the projected period.
9. There will be no material contingent liabilities and litigations which are likely to give rise to any
proceedings which may materially affect the Issuer’s and Project Companies’ assets, financial
position, operations, financial performance and profit projections.
10. There will be no adverse variations to the following agreements:-
(a) License Agreement dated 28 April 2005 between Celcom, Digi, Maxis and TMX,
respectively;
(b) Supplemental Agreement No.1 to License Agreement dated 26 June 2008 between
Celcom, Digi, Maxis and TMX, respectively;
(c) Master License Agreement dated 12 April 2016 between YTL and TMX; and
(d) Master License Agreement dated 12 April 2016 between UMobile and TMX;
which would have a material adverse effect on the cash flow projections.
(B) General Assumptions Relating to the Issuer and Project Companies (Cont’d)
11. There will be no expropriation or termination events leading to the termination of the
agreements as stated in paragraph 10 above, prior to the end of its term.
12. Upon end of its term (15 years from the date of agreement) of the respective agreements as
stated in paragraph 10 above, there will be a renewal for each of the respective agreements
without material adverse variations.
13. There will be no significant changes in the prices of labour and other operating costs other
than those incorporated in the projection.
14. There will be no unusual circumstances, events or transactions that will materially affect the
operations and financial results of the Project Companies.
15. There will be no serious natural disaster which will occur that will significantly affect the
telecommunication facilities and operations, which will adversely affect the activities and
performance of the Project Companies.
16. The cash flow projections are prepared for the purpose of the IMTN Programme and ICP
Programme in which the Proposed Initial Issuances will be up to RM390.0 million in nominal
value and up to RM10.0 million in nominal value respectively, amounting to a total of RM400.0
million in nominal value.
17. The profit projections of the Issuer will be achieved.

ISSUER
TOUCH MOBILE SDN BHD

(Company No. 1045679-W)
No. 47, Jalan Bukit Indah 3/21
Bukit Indah
68000 Ampang
Selangor
GUARANTORS
TOUCH MINDSCAPE SDN BHD TOUCH MATRIX SDN BHD TOUCH MINDSCAPE
(Company No. 743499-T) (Company No. 624277-D) (MELAKA) SDN BHD
No. 47, Jalan Bukit Indah 3/21 No. 47, Jalan Bukit Indah 3/21 (Company No. 368852-V)
Bukit Indah Bukit Indah 10th Floor, Menara Hap Seng
68000 Ampang 68000 Ampang No. 1 & 3 Jalan P Ramlee
Selangor Selangor 50250 Wilayah Persekutuan
Kuala Lumpur
MAYBANK INVESTMENT BANK BERHAD

(Company No. 15938-H)
32nd Floor, Menara Maybank
100, Jalan Tun Perak
50050 Kuala Lumpur
SHARIAH ADVISER SECURITY AGENT AND FACILITY AGENT

MAYBANK ISLAMIC BERHAD MAYBANK INVESTMENT BANK BERHAD
(Company No. 787435-M) (Company No. 15938-H)
Level 10, Tower A 32nd Floor, Menara Maybank
Dataran Maybank 100, Jalan Tun Perak
No.1, Jalan Maarof 50050 Kuala Lumpur
59000 Kuala Lumpur
SUKUK TRUSTEE REPORTING ACCOUNTANT
MALAYSIAN TRUSTEES BERHAD CROWE MALAYSIA

(Company No. 21666-V) (Firm No. AF1018)
Level 15, Tower One, RHB Centre Level 16, Tower C, Megan Avenue II
Jalan Tun Razak 12, Jalan Yap Kwan Seng
50400 Kuala Lumpur 50450 Kuala Lumpur
SOLICITORS TO THE
ADNAN SUNDRA & LOW

Level 11 Menara Olympia
No. 8 Jalan Raja Chulan
50200 Kuala Lumpur

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ELECTRONIC DISCLAIMER

STRICTLY PRIVATE AND CONFIDENTIAL

IMPORTANT: YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THE FOREGOING IS IN ADDITION TO AND WITHOUT PREJUDICE TO ALL OTHER

STRICTLY PRIVATE AND CONFIDENTIAL

Touch Mobile Sdn Bhd

ISLAMIC MEDIUM TERM NOTES PROGRAMME OF

LEAD ARRANGER AND LEAD MANAGER

Maybank Investment Bank Berhad

This Information Memorandum is dated 27 September 2018

RESPONSIBILITY STATEMENT ........................................................................................................... 1

This information memorandum (“Information Memorandum”) has been approved by the

IMPORTANT NOTICE AND GENERAL STATEMENTS OF DISCLAIMER

This Information Memorandum is not and is not intended to be a prospectus. Unless

The distribution or possession of this Information Memorandum in or from certain

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE

This Information Memorandum includes certain historical information, estimates, or reports

This Information Memorandum includes “forward-looking statements” which may contain

STATEMENTS OF DISCLAIMER – SECURITIES COMMISSION MALAYSIA

This Information Memorandum is not a Prospectus and is not intended to be a

DOCUMENTS INCORPORATED BY REFERENCE

(b) all supplements or amendments to this Information Memorandum circulated by the

save that any statement contained herein or in a document which is deemed to be

THIS INFORMATION MEMORANDUM IS SUBMITTED TO SELECTED PERSONS

The remainder of this page is intentionally left blank

“BNM” Bank Negara Malaysia

“Board” board of directors

“Celcom” Celcom (Malaysia) Berhad

“CMA” Communications and Multimedia Act 1998 (as amended from

“Digi” Digi Telecommunications Sdn Bhd

“DNSB” Daulat Networks Sdn Bhd

“Facility Agent” Maybank IB

“ICP Programme” the proposed unrated Islamic commercial papers programme of

“Information this Information Memorandum in respect of the Sukuk Wakalah

“Issuer” or “TMSB” Touch Mobile Sdn Bhd (Company No. 1045679-W)

“Maybank IB” Maybank Investment Bank Berhad (Company No. 15938-H)

“Maxis” Maxis Broadband Sdn Bhd

“MCMC” Malaysian Communications and Multimedia Commission

“MICTH” Melaka ICT Holdings Sdn Bhd

“NFP” Network Facilities Provider

“NSP” Network Services Provider

“RM” Ringgit Malaysia

“SC” Securities Commission Malaysia

“Security Agent” Maybank IB

“Shariah-compliant the telecommunication business of TMS Group

“Sukuk Trustee” Malaysian Trustees Berhad (Company No. 21666-V)

“Sukuk Wakalah the IMTN Programme and the ICP Programme.

“Sukukholders” the holders of the Sukuk Wakalah

“Telekom Malaysia” Telekom Malaysia Berhad

“TMS” Touch Mindscape Sdn Bhd (Company No. 743499-T)

“TMS Group” TMS and its group of companies

“TMSM” Touch Mindscape (Melaka) Sdn Bhd (Company No. 368852-V)

“TMX” Touch Matrix Sdn Bhd (Company No. 624277-D)

“U Mobile” U Mobile Sdn Bhd

“Webe” Webe Digital Sdn Bhd

“YTLC” YTL Communications Sdn Bhd

The remainder of this page is intentionally left blank

The Issuer proposes to issue Sukuk Wakalah IMTN of up to RM500.0 million in