Proposed Acquisition Of 30.0% Interests Of vCargo Cloud

July 10th 2015

1. INTRODUCTION

The board of directors (the “Directors” or the “Board”) of DeClout Limited (the “Company”, and together with its subsidiaries, the “Group”) wishes to announce that the Company had on 10 July 2015 entered into a sale and purchase agreement (the “Agreement”) with its wholly-owned subsidiary, Corous360 Pte Ltd (“C360”) and the shareholders of vCargo Cloud Pte. Ltd. (the “Target”), pursuant to which C360 will acquire 999,900 ordinary shares in the capital of the Target (the “Sales Shares”), representing 30.0% of the issued and paid-up share capital of the Target from the existing shareholders of the Target (the “Vendors”) (the “Proposed Acquisition”) on the terms and subject to the conditions of the Agreement.

2. INFORMATION ON THE TARGET

The Target was incorporated in Singapore on 20 February 2013. As at the date of this announcement, the Target has an issued and paid-up share capital of S$3,333,000 comprising 3,333,000 ordinary shares. The Target is primarily engaged in the business of providing e-trade services and cargo cloud solutions which enable a myriad of stakeholders in the trade, logistics and supply chain industry (such as shippers, freight forwarders and consignees) to converge and leverage on a unified and secured platform.

Based on the unaudited management accounts of the Target for the financial year ended 31 December 2014 (“FY2014”), the net tangible liabilities value was approximately S$403,000 and the net loss after tax was approximately S$1,106,000. In addition, based on the unaudited management accounts of the Target for the period from 1 January 2015 to 31 May 2015, the net profit before tax of the Target was approximately S$42,000. No
independent valuation was conducted on the Target.

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