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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxA9B1GnQMrPXCqQdj+jLBnwXlSZnmAE8EnwBsFpsCQp89elwgWXtpqcOpGreXal B5leFHrIxPIVi7qQoFsa5w== 0000950150-04-000638.txt : 20040715 0000950150-04-000638.hdr.sgml : 20040715 20040715145621 ACCESSION NUMBER: 0000950150-04-000638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040701 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIO TECH INTERNATIONAL CENTRAL INDEX KEY: 0000732026 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 952086631 STATE OF INCORPORATION: CA FISCAL YEAR END: 0625 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14523 FILM NUMBER: 04915620 BUSINESS ADDRESS: STREET 1: 14731 CALIFA STREET CITY: VAN NUYS STATE: CA ZIP: 91411 BUSINESS PHONE: 818-787-7000 MAIL ADDRESS: STREET 1: 14731 CALIFA STREET CITY: VAN NUYS STATE: CA ZIP: 91411 8-K 1 a00249e8vk.htm FORM 8-K FOR PERIOD DATED 7-01-2004 e8vk

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2004

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)


1-14523		95-2086631
(Commission File Number)		(IRS Employer Identification No.)

14731 Califa Street
Van Nuys, California		91411
(Address of Principal Executive Offices)		(Zip Code)

(818) 787-7000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

TABLE OF CONTENTS


	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
Exhibit 99.1

Item 5. Other Events

With reference to that Sales and Purchase Agreement dated March 29, 2004 between TS Matrix BHD, a Malaysian company (“Seller”), and Trio Tech (Malaysia) SDN. BHD., a Malaysian company of which the registrant owns 55% of the outstanding equity interests (“Buyer”), on July 1, 2004, Buyer acquired certain assets of Seller utilized by the burn-in testing division of Seller dealing with testing of semiconductor components for an aggregate cash purchase price of 3,500,000 Ringgit Malaysia. A portion of the purchase price (350,000 Ringgit Malaysia, representing approximately $92,105 (US) on March 29, 2004 based on the spot exchange rate published in Federal Reserve as of that date) was paid on March 29, 2004 by way of a deposit and was credited towards the aggregate purchase price at the closing of the transaction. The balance of the purchase price was paid at the closing of the transaction on July 1, 2004, of which 1,650,000 Ringgit Malaysia was paid in cash (or approximately $434,211 (US)) and 1,500,000 Ringgit Malaysia (or approximately $394,737 (US)) was paid by delivery of an approximately six-month bankers’ guarantee. Buyer also acquired on July 1, 2004 additional assets which Seller had been leasing for a purchase price of 917,995 Ringgit Malaysia (or approximately $241,578 (US)). Except as otherwise noted, the foregoing United States Dollar amounts were calculated based on the spot exchange rate published in Federal Reserve as of July 1, 2004. These assets are expected to be utilized in the acquired burn-in testing division of Buyer to service the existing customer of the Seller, which customer has entered into a new agreement with Buyer. The source of the funds for this acquisition will be the general working capital of Buyer. A copy of the Sales and Purchase Agreement is attached hereto as Exhibit 99.1.

Forward Looking Statements. The statements in this Current Report on Form 8-K concerning current management’s expectations are “forward looking statements” within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. Any statements contained herein (including, without limitation, statements to the effect that the Company or management “estimates,” “expects,” “intends,” “continues,” “may,” or “will” or statements concerning “potential” or variations thereof or comparable terminology or the negative thereof), that are not statements of historical fact should be construed as forward looking statements. There is no assurance that the transactions contemplated by the Agreement will be consummated. These forward-looking statements are based on our management’s current views and assumptions. The Company assumes no obligation to update the information herein or on the Company’s or its subsidiaries’ websites.

Item 7. Financial Statements and Exhibits

99.1 Sales and Purchase Agreement, dated March 29, 2004 between TS Matrix BHD and Trio Tech (Malaysia) SDN BHD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRIO-TECH INTERNATIONAL (Registrant)

By: /s/ VICTOR H.M. TING
Victor H.M. Ting
Date July 15, 2004 Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99.1 2 a00249exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 This Agreement is made on the 29th day of March, 2004 BETWEEN TS MATRIX BHD (Company No: 137599-H) a company incorporated in Malaysia with its registered office at B-10-3, 10th Floor (Suite A), Megan Phileo Promenade, 189 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia (hereinafter referred to as the "Seller"); AND TRIO TECH (MALAYSIA) SDN. BHD. (Company No: 105390-V) a company incorporated in Malaysia with its registered office at Plot 1A Phase 1, Bayan Lepas, Free Trade Zone, Pulau Pinang, 11900 Penang, Malaysia (hereinafter referred to as the "Buyer"). WHEREAS:- 1. The Seller has been carrying on the business of conditioning, testing and assembly of semiconductor components and electronic contract manufacturing, part of which consists of a burn-in testing division dealing with testing of semiconductor components (hereinafter referred to as the "Division"). 2. The Seller wishes to sell the Business (as hereinafter defined) to the Buyer. 3. The Seller's main client is the Customer and the Seller and the Customer have signed the Contract (as hereinafter defined). 4. The Seller wishes to sell and the Buyer wishes to acquire Business by:- a] the Buyer acquiring the Movable Assets from the Seller; b] the Buyer offering employment to the Selected Employees upon the terms stipulated in the Letters of Offer (as hereinafter defined); c] the Buyer occupying the Premises subject to the Tenancy Agreement; /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 1 d] the Buyer negotiating the New Contract (as hereinafter defined) with the Seller's assistance and cooperation; [sub-clauses a] to d] hereinafter referred to as "the Acquisition"] subject to terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows:- 1. INTERPRETATION 1.1 Definitions In this Agreement, where the context admits:- "Accounts" means the latest audited profit and loss accounts as well as the management accounts (which shall be not earlier than 31st December 2003) relating to the Business and the Contract; "Affiliate" means in respect of any body corporate, a body corporate which is its subsidiary or holding company or related company (as defined in the Companies Act 1965); "Bankers Guarantee" means a bankers guarantee issued by a licensed bank in Malaysia securing the payment of the Balance Sum due by the Buyer to the Seller under Clause 3.2.2(b), which the Seller can call upon at anytime from the expiry of seven (7) days from the Expiry Date until and up to thirty (30) days from the Expiry Date; "Balance Sum" has the same meaning as defined in Clause 3.2.2(b) hereto; "Business" means the business of the Division; "Buyer's Solicitors" means Messrs Wong Lu Peen & Tunku Alina of 21-6 & 23-6, Block B, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia or such firm of advocates and solicitors as appointed by the Buyer from time to time; "Consignment Assets" means the assets (including any spare units) belonging to the /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 2 Customer consigned to the Seller for the purposes of the Contract; "Customer" means MOTOROLA MALAYSIA SDN.BHD; "Completion Date" means the day following the Buyer's payment of Ringgit Malaysia One Million Six Hundred and Fifty Thousand (RM1,650,000.00) only paid in the manner stipulated in Clause 3.2.2(a) hereof and delivery of the Bankers Guarantee in the manner stipulated in Clause 3.3 hereof; "Completion Period" means up to seven (7) days from the date of fulfillment or satisfaction of the Conditions Precedent or such extended period as may be agreed between the parties; "Conditions Precedent" means the conditions precedent to the sale and purchase of the Business described in Clause 6.1 hereof; "Contract" means the contract to supply dated 1st October 2002 made between the Customer and the Seller effective for a period of one year to be renewed automatically or terminated by the Customer with thirty (30) days notice (by the Seller with six (6) months notice) (which term shall include any variations and amendments thereto); "Direct Workers" mean approximately 77 workers whose names and particulars to be provided by the Seller pursuant to Clause 6.2.1 herein; "Employees" mean the Direct Workers, Key Employees, Shared Employees employed by the Seller in the Business; "day" means any day in the week from Mondays to Fridays excluding Saturday, Sunday or any public or gazetted holidays in Kuala Lumpur, Selangor or Singapore; "Expiry Date" means the last day of a six (6) calendar month period commencing from the Completion Date; /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 3 "Financier" means any bank or financial institution which may have granted any loan facilities to the Seller upon the security of any of the Movable Assets, the Leased Assets or the other assets of the Seller; "Key Employees" mean approximately 57 workers whose names and particulars to be provided by the Seller pursuant to Clause 6.2.1 herein; "Landlord" means either POLYMOLD TOOL & ENGINEERING SDN. BHD. (Company No.: 14934 M) a company incorporated in Malaysia with its registered office at B-10-3, 10th Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia or TS MATRIX PROPERTIES SDN. BHD. (Company No. 639889-U) a company incorporated in Malaysia with its registered address at B-10-3, 10th Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur, as the case may be, being the legal and beneficial proprietor of the lands on which the Premises are located at the relevant time; "Leased Assets" mean the assets leased by the Seller from the Financier as listed in Schedule 2 hereto; "Letters of Offer" means the letters of offer to work to be made by the Buyer to the Selected Employees on such terms and conditions as the Buyer normally offers to its employees and which shall be comparable to the present employment terms offered by the Seller; "Movable Assets" means the movable assets at the Premises belonging to the Seller and required for use for the Business, a list of which is attached herewith as Schedule 3; "New Contract" means the contract to supply to be made between the Customer and the Buyer on substantially the same terms and conditions as the Contract; "Premises" means part of the factory space at Lot 11A, Jalan SS8/2, Sungai Way Free Industrial Zone, 47300 Petaling Jaya, Selangor measuring approximately 19,334 square feet together with electricity and water connection and such other services to be specified in the Tenancy Agreement; /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 4 "Restricted Business" means the business of burn-in testing within Malaysia and Singapore and which directly competes with the Business in Malaysia and Singapore; "Secondment Arrangement" means the agreement between the parties to second a selected number of the Direct Workers (which selection has to be confirmed by the Buyer) from the Completion Date until the expiration of such worker's contract and the Buyer shall reimburse the Seller for such workers on the basis of the costs incurred by the Seller; "Selected Employees" mean the employees from the Employees to be selected by the Buyer from the list provided by the Seller in accordance with Clause 6.2.1 to whom the Buyer will offer employment under the Letters of Offer; "Selected Leased Assets" means the assets selected by the Buyer from the Leased Assets which shall have a minimum redemption value of not less than Ringgit Malaysia Seven Hundred Thousand (RM700,000.00) only; "Seller's Group" means the Seller and each of its Affiliates; "Seller's Solicitors" mean Zaid Ibrahim & Co. Limited Partnership of 9 Battery Road #06-08, Straits Trading Building, Singapore 049910 or such firm of advocates and solicitors as may be appointed by the Seller from time to time; "Shared Employees" mean approximately 4 workers whose names and particulars to be provided by the Seller pursuant to Clause 6.2.1 herein; "Tenancy Agreement" means the sub-tenancy agreement to be executed between the Seller and the Buyer (with the consent of the Landlord) in respect of the Premises in the format as attached in Schedule 4 hereto; "Third Party Rights" means all rights of the Seller against third parties arising out of or in connection with the Movable Assets including all rights under or in respect of manufacturer's or /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 5 supplier's warranties, guarantees and other contractual obligations and assurances (express or implied) for the Movable Assets; and "Warranties" mean the warranties and representations set out in Schedule 1. 1.2 Construction of Certain References In this Agreement, where the context admits: 1.2.1 where any statement is qualified by the expression so far as the Seller is aware or to the best of the Seller's knowledge and belief or any similar expression, that statement shall be deemed to include and additional statement that it has been made after due and careful enquiry; 1.2.2 references to Clauses and Schedules are references to clauses and schedules of and to this Agreement, references to Sub-Clauses or paragraphs are, unless otherwise stated, references to Sub-Clauses of the Clauses or paragraphs of the Schedule in which the reference appears, and references to this Agreement include the Schedules; and 1.2.3 The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement. 1.3 Joint and Several Liabilities All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by more than one person in this Agreement are given or entered into jointly and severally. 2. SALE OF BUSINESS 2.1 Sale and Purchase In consideration of the Deposit paid by the Buyer, the Seller hereby agrees to sell the Business and the Buyer hereby agrees to purchase the Business upon the terms and conditions hereunder. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 6 2.2 No Sale of Part Only Subject as provided in Clause 4, the Buyer shall not be obliged to complete the Acquisition unless the Conditions Precedent shall have been fulfilled. 2.3 Exchange of Documents 2.3.1 Simultaneously with the execution of this Agreement, the Seller shall deliver to the Buyer the following documents:- (a) the Seller's certificate of incorporation and memorandum and articles of association, certified as true copy by a director or the company secretary of the Seller; (b) the Seller's form 24 and form 49 certified as true copy by a director or the company secretary of the Seller; (c) the Seller's board of directors' resolution (or an extract thereof) approving the Acquisition and authorising the execution, delivery and performance of this Agreement and if required the affixation of the common seal of the Seller (in accordance with the Seller's memorandum and articles of association) on all other relevant documents in respect of the Acquisition to the Buyer, certified as true copy by a director or the company secretary of the Seller; and (d) (if necessary) the Seller's shareholders' resolution (or an extract thereof) approving the Acquisition certified as true copy by a director or the company secretary of the Seller. 2.3.2 Simultaneously with the execution of this Agreement, the Buyer shall deliver to the Seller the following documents:- (a) the Buyer's certificate of incorporation and memorandum and articles of association, certified as true copy by a director or the company secretary of /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 7 the Buyer; (b) the Buyer's form 24 and form 49, certified as true copy by a director or the company secretary of the Buyer; (c) an extract of the Buyer's board of directors' resolution approving the Acquisition and authorising the execution, delivery and performance of this Agreement and if required the affixation of the common seal of the Buyer (in accordance with the Buyer's memorandum and articles of association) on all other relevant documents in respect of the Acquisition certified as true copy by a director or the company secretary of the Buyer; and (d) an extract of the Buyer's shareholders' resolution approving the Acquisition certified as true copy by a director or the company secretary of the Buyer. 3. CONSIDERATION 3.1 Amount The consideration for the Acquisition shall be the sum of Ringgit Malaysia Three Million Five Hundred Thousand (RM3,500,000.00) only (hereinafter referred to as "the Purchase Price"). 3.2 Method and Timing for Payment of Consideration The consideration for the Acquisition shall be paid by the Buyer in the following manner:- 3.2.1 the payment of the sum of Ringgit Malaysia Three Hundred and Fifty Thousand (RM350,000.00) only (hereinafter referred to as the "Deposit") to the Seller by way of a banker's cheque upon the execution of this Agreement; 3.2.2 the payment of the sum of Ringgit Malaysia Three Million One Hundred and Fifty Thousand (RM3,150,000.00) only in the following manner:- (a) Ringgit Malaysia One Million Six Hundred and Fifty Thousand (RM1,650,000.00) only to the Seller by way of banker's cheque within the /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 8 Completion Period; and (b) Ringgit Malaysia One Million Five Hundred Thousand (RM1,500,000.00) only (hereinafter referred to as "the Balance Sum") no later than seven (7) days from the Expiry Date by way of banker's cheque to the Seller. 3.3 The Bankers Guarantee As security for the payment of the sum due under Clause 3.2.2(b) above the Buyer shall deliver the Bankers Guarantee (which the Buyer shall procure on terms satisfactory to the Seller) to the Seller within the Completion Period. The Seller shall be entitled to deal with the Bankers Guarantee in the manner as follows: (a) call upon in the event the Buyer fails to pay the Seller in accordance with Clause 3.2,2(b) or Clause 3.5 (as the case may be); or (b) return the Bankers Guarantee to the Buyer for cancellation upon the Seller's receipt of the Buyer's payment in accordance with Clause 3.2.2(b) or Clause 3.5 (as the case may be); or (c) return the Bankers Guarantee to the Buyer in the event of a termination of this Agreement occurring under Clause 3.4.1 hereunder. 3.4 Termination of the New Contract In the event the New Contract is terminated by the Customer on or before the Expiry Date by reason of the Seller's fundamental breach of its contractual obligations under the Contract resulting in the Customer incurring or suffering damages to the extent that the Customer refuses to or cannot engage the Buyer's services through the Business prior to the Completion Date, the Buyer shall be entitled (but not obliged) to serve a notice (hereinafter referred to as "the Termination Notice") terminating this Agreement on the Seller no later than seven (7) days from the Expiry Date and; 3.4.1 the Buyer may terminate this Agreement, before the seventh (7th) day from the Expiry Date, provided the New Contract has been terminated by the Customer in accordance with Clause 3.4, by serving the Termination Notice on the Seller whereupon the Seller shall within /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 9 three (3) days of the date of receipt of such notice (hereinafter referred to as "the Termination Date"):- (a) refund to the Buyer all sums paid by the Buyer towards the Purchase Price free of interest; (b) refund to the Buyer all deposits (less rental due or accrued) and other sums collected under the Tenancy Agreement; (c) pay to the Buyer all sums (but free of interest) paid by the Buyer to the Financier towards the redemption of the Selected Leased Assets against the Buyer's return of the Selected Leased Assets in the same condition as when they were first delivered to the Buyer pursuant to Clause 4.2 herein (fair wear and tear excepted); (d) return the Bankers Guarantee to the Buyer for cancellation; and 3.4.2 upon receipt of the sums mentioned in Clause 3.4.1 above, the Buyer shall forthwith:- (a) vacate the Premises leaving the Movable Assets and the Selected Leased Assets in the same condition as when they were first delivered to the Buyer pursuant to Clause 4.1 and Clause 4.2 herein (fair wear and tear excepted); (b) pay to the Seller all sums due and owing by the Buyer to the Seller under the Secondment Arrangement (if applicable) up to the Termination Date; and thereafter; this Agreement shall be null and void and of no effect whatever and neither party shall have any right or claim against the other save for any antecedent breaches; /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 10 3.4.4 the Tenancy Agreement shall be deemed to be terminated and of no effect whatever and neither party shall have any right or claim against the other save for any antecedent breaches; 3.4.5 the Secondment Arrangement shall (where applicable) be deemed to be terminated and of no effect whatever and neither party shall have any right or claim against the other save for any antecedent breaches; PROVIDED ALWAYS that the Buyer shall be entitled to all income and be liable for all expenses of the Business accrued between the time of delivery of the assets pursuant to Clause 4 herein and the Termination Date. 3.5 Buyer's Election not to Rescind In the event that the New Contract is terminated by the Customer on or before the Expiry Date by reason of the Seller's fundamental breach of its contractual obligations under the Contract resulting in the Customer incurring or suffering damages to the extent that the Customer refuses to or cannot engage the Buyer's services through the Business but the Buyer elects not to rescind this Agreement, then the Buyer shall not later than seven (7) days from the Expiry Date pay the Balance Sum to the Seller by banker's cheque. 4. COMPLETION 4.1 Delivery of Movable Assets The delivery of the Movable Assets shall take place at the Premises at noon (or such other time as may be mutually agreed) on the Completion Date. The Buyer shall verify and demonstrate at the Premises that the working condition of the Movable Assets are consistent with the specifications provided in the list of Movable Assets under Schedule 3. 4.2 Delivery of Selected Leased Assets Subject to Clause 6, the Seller shall at noon (or such other time as may be mutually agreed) on Completion Date deliver to the Buyer the Selected Leased Assets unless the Financier fails to discharge the Selected Leased Assets through no fault of either parties in which event, the delivery of the Selected Leased Assets will take place at such other time as may be /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 11 mutually agreed. 4.3 Delivery of Tenancy Agreement On the date of execution of this Agreement the Seller shall deliver four (4) undated copies of the duly executed Tenancy Agreement to the Seller's Solicitors as stakeholder who shall, upon their receipt of the Seller's written confirmation that all deposits or other sums payable under the Tenancy Agreement by the Buyer have been settled on or before the Completion Date, date and release the same to the Buyer's Solicitors for stamping purposes. 4.4 Buyer's and Seller's obligations to redeem the Selected Leased Assets 4.4.1 The Buyer hereby confirms and agrees that it will assume the obligation to pay the principal portion only of the redemption sum due to the Financiers for the redemption of the Selected Leased Assets on or before the Completion Date. 4.4.2 The Seller hereby confirms and agrees that it will assume the obligation to pay the interest portion only of the redemption sum due to the Financiers for the redemption of the Selected Leased Assets on or before the Completion Date. 4.5 Seller's Obligations and Covenants The Seller:- 4.5.1 covenants on the Completion Date to pay, satisfy, discharge and fulfill all costs, claims, expenses, liabilities, obligations and undertakings whatsoever relating to the Business (in particular the Contract) and the Seller's employees (including any retrenchment or statutory benefits to be paid) arising in respect of or by reference to any period up to the Completion Date and will indemnify and hold harmless the Buyer in respect of the same; 4.5.2 acknowledges that the Buyer shall not be liable in any respect of any liability of the Seller for taxation arising from its conduct of the Business pursuant to this Agreement and the Seller shall fully and effectually indemnify and hold harmless the Buyer in /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 12 respect of the same; 4.5.3 hereby agrees to effect or implement the Secondment Arrangement upon the terms hereto; 4.5.4 hereby agrees to deliver copies of any records (which are not subject to confidentiality restrictions imposed on the Seller) which relate to the Contract for purposes of the Buyer's examination of the Contract under Clause 6.1.1(iii); 4.5.5 to the extent it is bound by confidentiality restrictions (whether implied or express) made to or with a third party, hereby agrees to use all reasonable endeavours to obtain written waivers or consents from such third party which would allow the Seller to disclose the relevant confidential information for purposes of the Buyer's examination (where applicable) under this Agreement; and 4.5.6 hereby agrees to cause and procure that its holding company, Tuan Sing Holdings Limited, shall execute the letter (in the format as attached in Schedule 5 hereto) in favour of the Buyer within fourteen (14) days from the date of this Agreement. 5. OFFER OF EMPLOYMENT 5.1 Employment of the Selected Employees 5.1.1 The Buyer hereby agrees to select the Selected Employees from the list provided by the Seller of its Employees and will issue the Letters of Offer to the Selected Employees on or before the Completion Date Provided That the Seller shall be kept informed of the same beforehand. 5.1.2 For purposes of Clause 5.1.1 hereof, the Seller shall use its best efforts to assist the Buyer in the selection process. 5.1.3 The Seller shall be solely responsible for the payment of any benefits (including /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 13 retrenchment benefits), statutory payments and all other obligations towards all their employees and the Buyer shall not be responsible or bound to pay any of the aforementioned or to employ any of them save for the employment of the Selected Employees under the Letters of Offer. 5.2 Performance Incentive Package The Buyer hereby agrees and undertakes to include in its Letters of Offer to the Selected Employees a performance incentive package amounting to an aggregate of Ringgit Malaysia Three Hundred Thousand (RM300,000.00) only payable to the Selected Employees over a period of twenty-four (24) calendar months upon such terms and conditions as the Buyer may decide. 6. CONDITIONS PRECEDENT 6.1 Conditions Precedent The completion of this Agreement shall be conditional upon the fulfilment of the following conditions precedent:- 6.1.1 the Buyer after due examination and inspection being satisfied with:- (i) the financial information provided; (ii) the working condition of the Movable Assets being consistent with the specifications provided in the list of Movable Assets under Schedule 3; (iii) the terms of the Contract; (iv) the current contracts enjoyed by the Selected Employees to the extent that the same is comparable to that offered by the Buyer to its employees. 6.1.2 the Buyer having obtained the requisite manufacturing license from the Ministry of International Trade and Industry to conduct the Business and the Buyer being satisfied that the Seller has all the licenses, permits and relevant approvals required for the conduct of the Business; 6.1.3 the acceptance of the Letters of Offer by at least fifty five per cent (55%) of the Selected Employees; and 6.1.4 the New Contract having been executed by both the Buyer and the Customer. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 14 6.2 Duties of the Seller The Seller shall, to the extent it is not bound by confidentiality covenants (whether implied or express) made to or with a third party:- 6.2.1 within fourteen (14) days of the execution of this Agreement allow the Buyer access to the Premises and provide the Buyer with all the information relating to and incidental to the Business, the Accounts, the Consignment Assets, the Movable Assets, the Leased Assets, the Seller's employees in the Business and the Contract (including any variations amendments thereto) as well as a copy of the Contract; 6.2.2 within fourteen (14) days of the execution of this Agreement together with the Buyer jointly inspect the Premises, the Movable Assets, the Leased Assets and the Consignment Assets; 6.2.3 within fourteen (14) days of the execution of this Agreement deliver to the Buyer copies of all licenses, permits and relevant approvals required for the conduct of the Business; 6.2.4 after satisfaction of Clause 6.1.1, allow the Buyer access to the Selected Employees of the Business for purposes of selecting the Selected Employees; 6.2.5 upon receipt of the Buyer's Letter of Confirmation (as defined in Clause 6.3) arrange for a meeting between the Customer and the Buyer and where requested by the Buyer, to assist in facilitating the Buyer's negotiations with the Customer on the New Contract; and 6.2.6 upon receipt of the Buyer's Letter of Confirmation (as defined in Clause 6.3), apply for and obtain the redemption statement from the Financier in respect of the redemption sum for the Selected Leased Assets. 6.3 Duties of the Buyer 6.3.1 The Buyer shall within twenty one (21) days of receipt of the documents mentioned in Clause 6.2.1 and Clause 6.2.3 above and inspection carried out under Clause 6.2.2 issue a letter to the Seller declaring whether the conditions described in Clause 6.1.1 have been satisfied (hereinafter referred to as "Letter of Confirmation"). In the event that the Letter of Confirmation does not confirm the fulfilment of Clause 6.1.1, then Clause 6.5 below shall apply. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 15 6.3.2 The Buyer must, once the Buyer decides that Clause 6.1.1 is satisfied, at the same time as the issuance of the Letter of Confirmation provide the Seller with the list of the Selected Leased Assets and the Buyer hereby covenants to select and acquire those Selected Leased Assets with redemption value (in aggregate) of not less than Ringgit Malaysia Seven Hundred Thousand (RM700,000.00) only; and where the said value of RM700,000.00 could only be attained by acquiring more than one item, the Purchaser shall acquire such additional item(s) notwithstanding that the combined Redemption Value would be in excess of RM 700,000.00. 6.4 Time for Fulfilment of Conditions Precedent All the Conditions Precedent are to be fulfilled on or before the expiry of three (3) calendar months of this Agreement (hereinafter referred to as "the Cut-Off Date"). In the event any one of the Conditions Precedent is not fulfilled by the Cut-Off Date, the date for fulfilment of the Conditions Precedent shall be extended to such other date as may be mutually agreed by the parties (such extended date shall hereinafter be referred to as the "Extended Cut-Off Date"). 6.5 Non-Fulfilment of Conditions Precedent In the event any one of the Conditions Precedent is not fulfilled on or before the Cut-Off Date and the Cut-Off Date is extended to the Extended Cut-Off Date pursuant to Clause 6.4, or any one of the Conditions Precedent is not fulfilled on or before the Extended Cut-Off Date, either party shall be entitled to elect to terminate this Agreement by written notice to the other then the Seller shall refund or cause to refund to the Buyer the Deposit and all other monies paid by the Buyer under this Agreement towards payment of the Purchase Price free of interest and in exchange for the aforesaid refund, the Buyer shall return to the Seller all documents released to the Buyer pursuant to Clause 6.2.1 and Clause 6.2.3 above and thereafter, this Agreement shall be null and void and of no effect whatever and neither party shall have any right or claim against the other save for any antecedent breaches. 6.6 Parties' Obligation 6.6.1 The parties shall use their best endeavours (where appropriate) to satisfy and assist one another to satisfy the Conditions Precedent by the Cut-Off Date. The parties /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 16 shall also forthwith furnish such information required by the other party for the purposes of an application to be made or for the purposes of fulfilling a Condition Precedent, without unreasonable delay and in any case, within fourteen (14) days from the date of requisition unless it is unduly difficult to comply due to situations beyond the parties' control and in such event mutual agreement to extend the said aforesaid period, A copy of all such applications and appeals and all approvals or rejections, as the case may be, should be forthwith forwarded to the other party upon issue or receipt (as the case may be) of the same. 6.6.2 The neglect, failure and/or refusal by any party to do any procedural or preparatory deed and/or act required to be done to obtain the fulfilment of the Conditions Precedent by a party (which is within its power) (hereinafter referred to as "the Defaulting Party") shall be a breach of this Agreement which will entitle the other party (hereinafter referred to as "the Non-Defaulting Party") to:- (a) the remedy of specific performance or damages in lieu thereof ;or (b) the right by notice in writing to the Defaulting Party to terminate this Agreement whereupon the Seller shall refund or cause to be refunded to the Buyer the Deposit free of interest and all other monies paid by the Buyer to the Seller; and thereafter this Agreement shall be null and void and of no effect whatever and neither party shall have any right or claim against the other save for any antecedent breaches. 7. SELLER'S COVENANTS 7.1 Ceasing of the Business The Seller will at its own cost and expense cease carrying on the Business after the Completion Date. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 17 7.2 Non-Competition - the Seller The Seller undertake with the Buyer and its successors in title that within the period of three (3) years from the Completion Date it will not and that it will procure that none of its Affiliates (other than: (a) the Seller's holding company, Tuan Sing Holdings Limited of 9 Oxley Rise #03-02, The Oxley, Singapore 238697 who shall execute the letter referred to in Clause 4.5.6 herein and (b) both of the Seller's non-executive directors Dato' Zainal Abidin bin Hj Ahmad and Mr Leow Ing Seng who are both exempted from the covenants and/or undertakings of this Clause 7) will: 7.2.1 after the Completion Date either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or be engaged, concerned or interested (directly or indirectly and whether as principal, shareholder, director, employee, agent, consultant, partner or otherwise) in carrying on any Restricted Business; 7.2.2 after the Completion Date either on its own account or in conjunction with or on behalf of any person, firm or company, solicit or endeavour to entice away from the Buyer any of the Employees who had accepted the Letters of Offer whether or not such person would commit a breach of contract by reason of leaving service or office; 7.2.3 after the Completion Date either on its own account or in conjunction with or on behalf of any person, firm or company, in connection with any Restricted Business, deal with, solicit the customer of or endeavour to entice away from the Buyer any person who at the date of this Agreement is (or who within a period of one year prior to the date of this Agreement has been) a customer of the Buyer whether or not such person would commit a breach of contract by reason of transferring business; 7.2.4 after the Completion Date either on its own account or in conjunction with or on behalf of any person, firm or company, in connection with any Restricted Business endeavour to entice away from the Buyer any person who at the date of this Agreement is (or who within a period of one year prior to the date of this Agreement has been) a supplier of the Buyer whether or not such person would commit a breach of contract by reason of transferring business. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 18 7.3 Non-Competition - the Buyer 7.3.1 In the event that this Agreement is not completed for any reason whatsoever the Buyer undertakes with the Seller and its successors in title that within the period of one month from the date of termination of this Agreement it will not and that it will procure that none of its Affiliates will: (a) either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or be engaged, concerned or interested (directly or indirectly and whether as principal, shareholder, director, employee, agent, consultant, partner or otherwise) in carrying on the Business in Selangor and Kuala Lumpur; (b) either on its own account or in conjunction with or on behalf of any person, firm or company, in connection with any Business in Selangor and Kuala Lumpur, deal with or solicit the Customer. 7.3.2 In the event that this Agreement is not completed for any reason whatsoever the Buyer undertakes with the Seller and its successors in title that within the period of one (1) year from the date of termination of this Agreement that it will procure that none of its Affiliates will either on its own account or in conjunction with or on behalf of any person, firm or company, solicit or endeavour to entice away from the Seller any of the Employees unless such Employee has left the employment of the Seller six (6) months before the Buyer employs such Employee. 7.4 Parties to Procure Compliance The parties undertake with each other to take all such steps as shall from time to time be necessary to ensure compliance with the terms of Clause 7.2 and Clause 7.3 respectively. 7.5. Separate Covenants Each of the undertakings in Clauses 7.2 and 7.3 shall be construed as a separate and independent undertaking and if one or more of the undertakings is held to be void or unenforceable, the validity of the remaining undertakings shall not be affected. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 19 7.6 Reasonableness The parties agree that the restrictions and undertakings contained in Clauses 7.2 and 7.3 are reasonable and necessary for the protection of their respective legitimate interests in the goodwill of the Business but if any such restriction or undertaking shall be found to be void or voidable but would be valid and enforceable if some part or parts of the restriction or undertaking were deleted, such restriction or undertaking shall apply with such modification as may be necessary to make it valid and enforceable. 7.7 Void or Unenforceable Restrictions Without prejudice to Clause 7.6, if any restriction or undertaking is found by any court or other competent authority to be void or unenforceable the parties shall negotiate in good faith to replace such void or unenforceable restriction or undertaking with a valid provision which, as far as possible, has the same legal and commercial effect as that which it replaces. 7.8 Confidential Information Concerning the Business 7.8.1 The Seller shall not and shall procure that no other member of the Seller's Group shall make use of or divulge to any third party (other than to the Seller's professional advisers for the purpose of this Agreement in which case the Seller shall use all reasonable endeavours to procure that such advisers keep such information confidential on terms equivalent to this Clause) any confidential information relating to the Business save only: (a) insofar as the same has become public knowledge otherwise than, directly or indirectly, through the Seller's breach of this Clause 7.8.1 or the failure of the officers, employees or professional advisers referred to above to keep the same confidential; or (b) the extent required by law or by any supervisory or regulatory body including but not limited to the Singapore Exchange. 7.8.2 The Buyer shall not and shall procure that no other member of the Buyer's Group nor any member of the Buyer's Group shall make use of or divulge to any third party (other than to the Buyer's professional advisers for the purpose of this Agreement in which /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 20 case the Buyer shall use all reasonable endeavours to procure that such advisors keep such information confidential on terms equivalent to this Clause) any confidential information relating to the Seller's business prior to such Acquisition save only:- (a) insofar as the same has become public knowledge otherwise than, directly or indirectly, through the Buyer's breach of this Clause 7.8.2 or the failure of the officers, employees or professional advisers referred to above to keep the same confidential; or (b) the extent required by law or by any supervisory or regulatory body including but not limited to the Singapore Exchange. 8. WARRANTIES AND REPRESENTATION 8.1 General The Seller hereby warrants and represents to the Buyer in the terms of the Warranties and acknowledges and accepts that the Buyer is entering into this Agreement in reliance upon each of the Warranties. 8.2 Disclosure by the Seller The Seller shall forthwith disclose (to the extent it is not limited by confidentiality restrictions) in writing to the Buyer:- 8.2.1 all the information, agreements and documents relating to and incidental to the Consignment Assets, the Accounts, the Business and the Seller's employees in the Business to which the Seller is a party including, without limit, the Contract and other documents relating to the Business owned by or which is in the possession or control of the Seller; 8.2.2 any matter or thing which may arise or become known to the Seller after the date hereof and before Completion Date which is inconsistent with any of the Warranties or which might make any of them inaccurate or misleading if they were given at any and at all times from the date hereof to the Completion Date or which is material to be known to a Buyer for value of the Business. The Seller's obligation shall be limited and qualified by such disclosure. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 21 8.3 Warranties Independent Each of the Warranties shall be separate and independent and shall continue to be true and be applicable up to the Completion Date and save as expressly provided, shall not be limited by reference to any other Warranty or anything in this Agreement, 8.4 Rescission In the event of any breach of the warranties becoming known to the Buyer before Completion Date or in the event of it becoming apparent on or before the Completion Date that the Seller is in material breach of any of the Warranties or any other term of this Agreement the Buyer shall give written notice to the Seller to rectify such breach within thirty (30) days thereof and in the event the Seller fails or cannot rectify the same within such period, the Buyer may at its option either: 8.4.1 rescind this Agreement by notice in writing to the Seller; or 8.4.2 proceed to complete this Agreement but without prejudice to its rights to claim for breach of this Agreement or such Warranties. 9. PROVISIONS RELATING TO THIS AGREEMENT 9.1 Assignment This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable. 9.2 Whole Agreement 9.2.1 This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, assurances and arrangements of any nature, whether in writing or oral, relating to such subject matter. 9.2.2 No variation of this Agreement shall be effective unless made in writing and signed by each of the parties /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 22 9.3 Agreement Survives Completion The Warranties and all other provisions of this Agreement, in so far as the same shall not have been performed at the Completion Date shall remain in full force and effect notwithstanding completion of this Agreement. 9.4 Rights etc cumulative and Other Matters 9.4.1 The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. 9.4.2 No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. 9.4.3 No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. 9.5 Further Assurance At any time after the date hereof the Seller shall, at the request and cost of the Buyer, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Buyer may reasonably require for the purpose of vesting the respective Movable Assets hereby agreed to be sold and the other assets which the Buyer may have agreed to purchase in the Buyer or its nominees and/or otherwise giving to the Buyer the full benefit of all the provisions of this Agreement. 9.6 Invalidity If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 23 9.7 Counterparts This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. Any party may enter into this Agreement by signing any such counterpart. 9.8 Costs Each party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this Agreement. 9.9 Notices All notices required by this Agreement shall be given in the English language and in writing and delivered by hand or sent to the following addresses of the parties by prepaid registered mail or by cable or e-mail or facsimile authenticated by answer-back code confirmed by prepaid registered mail:- The Seller C/o Tuan Sing Holdings Limited 9 Oxley Rise #03-02 The Oxley Singapore 238697 Attn: Dr Enki Tan Fax no: (65)-6733 3835 The Buyer C/o Trio Tech International Private Ltd. 1008 Toa Payoh North #03-09, Singapore 318996 Attention: Mr Victor Ting (Chief Financial Officer), Email: victorting@triotech.com.sg Fax no: (65)-62592390 Any notice despatched in conformity with this paragraph shall be deemed to have been effected at the time at which the same would be delivered in the ordinary course of post or received by cable, e-mail or facsimile as the case may be. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 24 9.10 Waiver No failure or delay on the part of any party in exercising any power or right under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of such right or power preclude any other or further exercise of any other right or power hereunder. 9.11 Time Time wherever mentioned shall be of the essence of this Agreement. 9.12 Spirit of the Agreement 9.12.1 The parties to this Agreement recognize that it is impractical to make provision for every contingency that may arise in the course of the observance or performance thereof. Accordingly, the parties declare it to be a cardinal principle of this Agreement that they shall not use, either while a party to this Agreement or thereafter, in a manner prejudicial to the interest of either party, any information concerning the business affairs or financial position of either party which information comes to a party's knowledge from a director appointed either party and acquired by him in the course of his duties as such director or officer. 9.12.2 The parties declare it to be a cardinal principle of this Agreement that is shall operate between them in fairness and without detriment to the interests of any of them and if in the course of the performance of this Agreement unfairness to a party is disclosed or anticipated then the parties shall use their best endeavours to agree upon action as may be necessary and equitable to remove the cause or causes of the same. 9.13 Applicable Laws & Jurisdiction This Agreement shall be subject to the jurisdiction of the Malaysian courts and be governed by and construed in accordance with the laws of Malaysia. 9.14 Severability If any of the provisions of this Agreement becomes invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 25 AS WITNESS the hands and seals of the duly authorised representatives of the parties the day and year first above written. The Seller The common seal of ] TS MATRIX BHD. (Company No.137599-H) ] is hereby affixed in the presence of:- ] /s/ Dr. Tan Enk Ee /s/ Law Cheok Yin - ------------------------------ -------------------------------- Director Director/Secretary* Name: DR. TAN ENK EE Name: LAW CHEOK YIN Passport / NRIC No. 680319-10-6045 Passport /NRIC No 690505-10-5694 The Buyer Signed by YONG SIEW WAI ] /s/ Yong Siew Wai for and on behalf of TRIO TECH ] -------------------------------- (MALAYSIA) SDN.BHD. ] YONG SIEW WAI (Company No. 105390-V) ] (Singapore IC NO;S0169920B) in the presence of:- ] /s/ Ting Hock Ming - ------------------------------ TING HOCK MING (Singapore IC NO:S0117093G) 26 SCHEDULE 1 WARRANTIES AND REPRESENTATIONS The Seller hereby warrants and represents to and for the benefit of the Buyer in the following terms: 1. Capacity The Seller has full power and authority to enter into and perform this Agreement and the Acquisition on the terms of this Agreement and may execute and deliver this Agreement and perform its obligations under this Agreement without in any such case requiring or obtaining the consent of its shareholders any other person, authority or body and this Agreement constitutes valid and binding obligations on the Seller in accordance with its terms. 2. Litigation: A] Neither the Seller nor any of its officers or agents nor any of the employees of the Seller is engaged in or the subject of any litigation, arbitration, administrative or criminal proceedings, whether as plaintiff, defendant or otherwise, in relation to the Business; B] To the best of the Seller's knowledge no litigation or arbitration, administrative or criminal proceedings are pending, threatened or expected by or against the Seller or any such officers, agents or employees, and so far as the Seller is aware, there are no facts or circumstances likely to give rise to any such litigation or arbitration or administrative or criminal proceedings; C] To the best of the Seller's knowledge, the Seller has not been a party to any undertaking or assurance given to any court or governmental agency or the subject of any injunction relating to the Movable Assets which is still in force. 3. Winding Up No order has been made, petition presented or resolution passed for the winding up of the Seller and no meeting has been convened for the purpose of winding up of the Seller. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 27 4. Administration and Receivership No steps have been taken for the appointment of an administrator or receiver (including an administrative receiver) in respect of any of the Seller and/or of all or any part of the Business. 5. Compositions The Seller has not made or proposed any arrangement or composition with its creditors or any class of its creditors. 6. Unsatisfied Judgments No distress, execution or other process has been levied against the Seller or action taken to repossess any of the Movable Assets or Leased Assets which has not been satisfied in full. No unsatisfied judgment is outstanding against the Seller. 7. Floating Charges To the best of the Seller's knowledge no floating charge created by the Seller have crystallised and, so far as the Seller is aware, there are no circumstances likely to cause such a floating charge to crystallise. 8. Consequence of Acquisition of the Business by the Buyer: The acquisition of the Business (or any of them) by the Buyer or compliance with the terms of this Agreement: A] will not give rise to or cause to become exercisable any right of pre-emption relating to the Business; and B] to the best knowledge of the Seller, will not result in a breach of or constitute a default under (1) the terms, conditions or provisions of any agreement, understanding, arrangement or instrument or (2) any order, judgment or decree of any court or governmental agency to which the Seller is a party or by which, in either case, the Seller or the Business or any of the Movable Assets and/or the other assets is bound or subject. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 28 9. Movable Assets: A] Save as disclosed, the Seller is the owner both legally and beneficially and have good and marketable title to (or is otherwise able to procure the sale hereunder to the Buyer by the legal and beneficial owner who has good and marketable title to) all the Movable Assets free from any encumbrance or any third party claim and all such assets are within the control or possession of the Seller; B] Save as disclosed no encumbrance is outstanding nor is there any agreement or commitment to give or create or allow any encumbrance over or in respect of the whole or any part of the Movable Assets and no claim has been made by any person that he is entitled to any such encumbrance; 10. Condition and use of Movable Assets: Each of the Movable Assets: A] is in good repair and condition (bearing in mind its age and level of use) is in satisfactory working order and the working condition of the Movable Assets being consistent with the specifications provided in the list of Movable Assets under Schedule 4; B] is not unsafe, dangerous or in such a physical condition as to contravene any Health and Safety regulations and any other statutes or regulations or orders having the force of law or the terms of any contract (express or implied) to which the Seller (or other operator of the Business) is a party with any of its employees or customers or any third party or otherwise contravenes or infringes any law applicable to the Seller (or such other operator) or obligation to which it is subject or would otherwise be in breach of a duty of care which it owes; C] is capable of being properly used over its estimated useful life for the requirements of the Business and for the same purposes and to no lesser extent than heretofore. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 29 11. The Employees: A] The Seller will provide the Buyer with a list of all the Employees. B] The Employees are all employed by the Seller in the Business at the date of this Agreement. C] The particulars provided by the Seller to the Buyer show true and complete details of ages and lengths of continuous service of all of the Employees and by reference to each of the Employees' remuneration payable and other benefits provided or which the Seller is bound to provide (whether now or in the future) to each category of the Employees at the date of this Agreement or any person connected with any such person and (without limiting the generality of the foregoing) include particulars of all profit sharing, incentive, bonus, commission arrangements and any other benefit to which any such category of the Employees is entitled or which is regularly provided or made available to them (including details of their notice period and their entitlement to holiday) in any case whether legally binding on the Seller or not. D] There are no subsisting contracts for the provision by any person of any consultancy services to the Business. E] As at this date of this Agreement and to the best of the Seller's knowledge none of the Key Employees has given notice terminating his contract of employment with the Seller. F] To the best of the Seller's knowledge none of the Employees are under notice of dismissal or has any outstanding dispute with the Seller in connection with or arising from his employment. G] Unless otherwise disclosed, none of the Employees belongs or has belonged at any material time to an independent trade union recognised by the Seller or any member of the Seller's Group in relation to the Business. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 30 H] Save as disclosed, there are no employee representatives representing all or any of the Employees which the Seller has recognised and accepted: I] With effect from the date of this Agreement until the Completion Date the Seller will keep the Buyer informed of any change in (i) the rate of remuneration, or the emoluments or pension benefits or other contractual benefits, of the Employees or (ii) the terms of engagement of the Employees. J] There is no outstanding claim by any person who is now or has been a Key Employee in relation to the Business or any dispute outstanding with any of the said persons or with any unions or any other body representing all or any of them in relation to their employment in the Business or of any circumstances likely to give rise to any such dispute. 12. The Accounts, Contract and other agreements A] Full and complete copies and all material terms of the Accounts and Contract entered into prior to the date hereof (including any variations amendments thereto) will be disclosed to the Buyer in writing. 13. Other agreements A] Save as disclosed there are not now nor will there be at the Completion Date any agreements, undertakings, understandings, arrangements or other engagements, whether written or oral, in relation to the Business, to which the Seller or any member of the Seller's Group is a party or has the benefit of or is otherwise subject, the burden of which has passed or will pass or will be alleged to pass to the Buyer. B] There are no agreements or arrangements to which the Seller or any member of the Seller's Group is a party which in any way restricts the freedom of the Seller to carry on the Business in whole or in part or to use or exploit the Business in any part of the world as it thinks fit; C] No contract, agreement, transaction, obligation, commitment, understanding, /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 31 arrangement or liability entered into by the Seller in connection with the Business and now outstanding or unperformed (and, without limiting the generality of the foregoing, the Contract) involves any of the following: (a) obligations on the part of the Seller which will cause or are likely to cause the Seller to incur expenditure or an obligation to pay any money; (b) obligations on the part of the Seller to purchase any specified minimum quantity or any specified minimum percentage of its total requirement for the Business or other stock in trade from any one supplier; 14. Default A] To the best of the Seller's knowledge neither the Seller nor any other party to any agreement (including the facility agreements relating to the financing of the Leased Assets) with the Seller relating to the Business is in default thereunder, and the Seller is not aware of any invalidity or grounds for termination, avoidance, rescission or repudiation of any agreement to which it is a party to which in any such case would be material in the context of the financial or trading position of the Business or in the context of the Movable Assets, Contract or Leased Assets nor (so far as the Seller is aware) are there any circumstances likely to give rise to any such event. /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai 32 SCHEDULE 2 LEASED ASSETS 33 SCHEDULE 2 - LIST OF LEASED ASSETS

/s/ Yong Siew Wai SCHEDULE 3 MOVABLE ASSETS 34 SCHEDULE 3 - LIST OF MOVABLE ASSETS

/s/ Yong Siew Wai

/s/ Yong Siew Wai

/s/ Yong Siew Wai -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents


99.1		Sales and Purchase Agreement, dated March 29, 2004 between TS Matrix BHD and Trio Tech (Malaysia) SDN BHD.


	TRIO-TECH INTERNATIONAL (Registrant)
	By:	/s/ VICTOR H.M. TING
		Victor H.M. Ting
Date July 15, 2004		Vice President and Chief Financial Officer (Principal Financial Officer)