On 31 October 2023, a subsidiary of Tam Jai International Co. Limited entered into the JV Agreement with a subsidiary of ST Group through the JV Company to govern the conduct of the Business in Australia and New Zealand. As the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the JV Agreement is less than 5%, the transaction contemplated under the JV Agreement does not constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and the disclosure regarding the JV Agreement is made by the Company on a voluntary basis to inform its shareholders of the latest business development of the Group.

Summary of the principal terms of the JV Agreement is as follows: Parties (a) Tam Jai Australia Pty Ltd., a subsidiary of the Company; (b) STG Food Industries 5 Pty Ltd., a subsidiary of ST Group; and (c) the JV Company. Formation of the JV Company On 11 October 2023, with the mutual understanding of the parties' intention to enter into the JV Agreement, Tam Jai Australia Pty Ltd. and STG Food Industries 5 Pty Ltd. have established the JV Company in Australia with limited liability, which has a total paid-up capital of AUD 100 comprising 100 ordinary shares and held as to 49% by the Group and as to 51% by ST Group. The JV Company will have an initial registered capital of AUD 2,000,000, among which, AUD 980,000 will be contributed by the Group and AUD 1,020,000 will be contributed by ST Group by way of injection of cash into the registered share capital of the JV Company.

Such capital contribution was determined after negotiations conducted at arm's length between the parties, with reference to the estimated initial capital requirement of the JV Company for the development of the Business. The capital contribution of the Group in the JV Company will be funded by the unutilised Net Proceeds in accordance with the revised use as described above under the section headed ``(1) CHANGE IN USE OF NET PROCEEDS FROM THE GLOBAL OFFERING''. The JV Company will not be accounted for as a subsidiary of the Company and its financial results will not be consolidated into the financial statements of the Group.

Operation of the JV Company The JV Company will be principally engaged in the Business in Australia and New Zealand. It is currently contemplated that subject to further negotiations between the parties, the JV Company will enter into a master franchise agreement with the Group and pursuant to which, the Group will grant the JV Company the master franchise rights to, amongst others, conduct the Business and to use the relevant intellectual property rights of the SamGor brand. With the master franchise rights, the JV Company may, as sub-franchisor, enter into further sub-franchise agreements with other sub-franchisees from time to time.