Entry Into a Joint Venture Agreement

on .

The Board of Directors (the “Board”) of 800 Super Holdings Limited ("Company") refers to the announcement of the Company dated 25 September 2012 in relation to the incorporation of a whollyowned subsidiary, Focus Learning Centre Pte Ltd (“Focus Learning”).

The Board wishes to announce that the Company, as a sole shareholder of Focus Learning had on 1February 2013 entered into a joint venture agreement (“Joint Venture Agreement”) with XpRienz Pte Ltd (“XpRienz”) in respect of Focus Learning. XpRienz is a company incorporated in Singapore, of which the principal business includes commercial schools offering higher education programmes. 

As at the date of this announcement, Focus Learning has an issued share capital of S$100,000 comprising 100,000 ordinary shares (“Shares”). Pursuant to the terms of the Joint Venture Agreement, Focus Learning will issue an additional new 50,000 Shares at the price of S$1.00 per Share, pursuant to which the share capital of Focus Learning will be increased to S$150,000 divided into 150,000 Shares. Of these 50,000 new Shares, XpRienz shall subscribe for 45,000 Shares at the subscription price of S$1.00 per Share, while the Company shall subscribe for the remaining 5,000 Shares at the subscription price of S$1.00 per Share. Upon completion of the aforesaid, the Company and XpRienz will hold 105,000 Shares and 45,000 Shares respectively in Focus Learning, representing 70 per cent and 30 per cent respectively of the enlarged issued share capital in Focus Learning.

Focus Learning is expected to provide Workforce Skills Qualification (“WSQ”) training in a cost effective manner to the employees of the Company and its subsidiaries (the “Group”), and once the Group’s needs are satisfied, Focus Learning will provide WSQ and related training and other educational services to the general public. The finance, administration and human resource functions of Focus Learning will be managed by the Company. XpRienz will, pursuant to the Joint Venture Agreement, contribute its knowledge, expertise, course materials and syllabus for the education and training services to be offered by Focus Learning.

The new board of directors of Focus Learning will consist of up to three (3) directors, of which the Company shall be entitled to appoint at any time, two (2) directors, while XpRienz shall be entitled to appoint at any time, up to one (1) director, provided that this right of appointment shall terminate when the Company and/or XpRienz cease to hold Shares in Focus Learning.

The Joint Venture Agreement is not expected to have any material impact on the earnings per share and net tangible assets per share of the Group for the financial year ending 30 June 2013.

None of the Directors and substantial shareholders of the Company have any interest, direct or indirect (other than through their shareholdings in the Company), in the Joint Venture Agreement, nor any interest, direct or indirect, in Xprienz.