Scintronix Corp Ltd : Interested Person Transaction With Mr Tan Kee Liang, A Controlling Shareholder Of Scintronix Corporation Ltd

The Board of Directors (the "Board") of Scintronix Corporation Ltd (the "Company", together with its subsidiaries, the "Group") wishes to refer to its announcement released on 9 February 2011 (erroneously dated as 9 February 2010) whereby it was announced that the Company had entered into a manufacturing and supply agreement ("Manufacturing and Supply Agreement") with Miura Systems of United Kingdom ("Miura Systems"). Under the terms of the Manufacturing and Supply Agreement, the Company is to manufacture and supply electronic payment terminals to Miura Systems, and the initial projected value of the Manufacturing and Supply Agreement is US$10 million over a period of two (2) years.
The Board wishes to announce that the Company has agreed with Miura Systems that consequent upon an agreement dated 2 July 2012 entered into with Zenm Tech Pte Ltd ("ZPL"), Muira Systems will place the first orders directly with ZPL for the supply of electronic payment terminals. Under the agreement with ZPL, ZPL will supply, free of cost, the raw materials required for use in the manufacture of the electronic payment terminals directly to the Company, which will, in turn, fabricate the electronic payment terminals for sale by ZPL to Miura Systems (the "Proposed Arrangement"). The Company will charge ZPL for the provision of manufacturing services on an arms length basis and in accordance with market rates for similar services provided by other companies.

(This section is based on information provided by and the representations of the Zenm

Tech Pte Ltd.)

ZPL, a company incorporated in Singapore, is a design, manufacturing and trading company specialising in electronic products.

ZPL is wholly owned by Mr Tan Kee Liang, a controlling shareholder of the Company. As at the date of this announcement, the Company has an issued and paid-up share capital of S$45,319,309.57 consisting of 713,344,336 ordinary shares ("Shares"). As at the date of this announcement, Mr Tan Kee Liang holds a direct interest of 284,325,045 Shares, representing approximately 39.86% of the issued share capital of the Company, of which
244,219,793 Shares, representing approximately 34.24% of the issued share capital of the Company has been pledged as partial security for the convertible loan agreement entered into by the Company with New Bright Investment (Group) Limited on 18 May
2012, and announced by the Company on the same date.
Accordingly, the Proposed Arrangement constitutes an interested person transaction under Chapter 9 of the SGX-ST Listing Manual.
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As the value of the Proposed Arrangement will not amount to 5% or more of the Group's latest audited net tangible assets for the financial year ended 31 December 2011 of S$18.5m, shareholders' approval is not required to the Proposed Arrangement.
The Audit Committee of the Company has reviewed the Proposed Arrangement and has determined that the terms of the Proposed Arrangement are normal commercial terms and are not prejudicial to the interests of the Company and its shareholders.
The Company will seek shareholders' approval if the value of any future transactions with ZPL crosses 5% or more of the Group's latest audited net tangible assets, then applicable.

The Board has assessed the funding requirements in order to fulfill its obligations under the Manufacturing and Supply Agreement and has determined that in view of the Company's overall operational and working capital requirements, the Proposed Arrangement is an effective and ad hoc means of enabling the Company to fulfill its obligations under the Manufacturing and Supply Agreement and meeting its operational and working capital needs in the short term.

Save as disclosed below and in this announcement, none of the Directors and substantial shareholders of the Company has any interest, direct or indirect, in the Proposed Arrangement (other than through their respective shareholdings in the Company).

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