General Announcement
Reference No O&-050401-59658
Submitting Merchant Bank : K & N KENANGA BHD
Company Name : ASIAEP BHD (MESDAQ Market)
Stock Name : ASIAEP
Date Announced : 01/04/2005


Type : Announcement
Subject : ASIAEP BERHAD ("AsiaEP" OR THE "COMPANY")

Proposed increase in the authorised share capital of the Company from RM25,000,000 comprising 250,000,000 ordinary shares of RM0.10 each to RM50,000,000 comprising 500,000,000 ordinary shares of RM0.10 each

Contents :

1. INTRODUCTION

2. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

2.1 Details of the Proposed Increase in Authorised Share Capital and alteration of the Company's Memorandum and Articles of Association in consequence thereof.

The present authorised share capital of the Company is RM25,000,000 comprising 250,000,000 Shares, of which 200,000,000 Shares have been issued and fully paid-up as at 31 March 2005. The Proposed Increase in Authorised Share Capital will increase the Company's existing authorised share capital from RM25,000,000 comprising 250,000,000 Shares to RM50,000,000 comprising 500,000,000 Shares by the creation of an additional 250,000,000 new Shares.

2.2 Rationale for the Proposed Increase in Authorised Share Capital

The Proposed Increase in Authorised Share Capital is to accommodate the issue of the new Shares pursuant to the Proposed Investment and Call Option and any other new issuance of Shares as well as the exercise of options in relation to the Company's existing employees' share option scheme.



3. FINANCIAL EFFECTS OF THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Proposed Increase in Authorised Share Capital does not have any effects on the share capital, substantial shareholders, earnings, net tangible assets and dividends of the Company.


4. CONDITIONS TO THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Proposed Increase in Authorised Share Capital is subject to the approval of the shareholders of AsiaEP at an Extraordinary General Meeting ("EGM") to be convened and any other relevant authorities, if applicable.

The Proposed Investment and Call Option is conditional upon the Proposed Increase in Authorised Share Capital.


5. DIRECTORS' RECOMMENDATION

The Board of Directors of AsiaEP, after considering all aspects of the Proposed Increase in Authorised Share Capital, is of the opinion that the Proposed Increase in Authorised Share Capital is in the best interest of the Company.


6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

To the best of the knowledge of the Directors and substantial shareholders of AsiaEP, none of the Directors, substantial shareholders of AsiaEP and/or persons connected to a Director and/or substantial shareholder of AsiaEP have any interest, direct or indirect, in the Proposed Increase In Authorised Share Capital.


This announcement is dated 1 April 2005.