As at the date of this announcement, XOX has an issued and paid-up share capital of RM30,200,000 comprising 302,000,000 XOX Shares.

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1 XOX BHD ( XOX OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO 30,200,000 NEW ORDINARY SHARES OF RM0.10 EACH IN XOX TO INDEPENDENT THIRD PARTY INVESTORS TO BE IDENTIFIED ( PROPOSED PRIVATE PLACEMENT ) 1. INTRODUCTION On behalf of the Board of Directors of XOX ( Board ), M&A Securities Sdn Bhd ( M&A Securities ) wishes to announce that the Company proposes to implement a private placement of up to 30,200,000 new ordinary of RM0.10 each in XOX ( XOX Shares ) to independent third party investors to be identified at a later date. 2. DETAILS OF THE PROPOSED PRIVATE PLACEMENT As at the date of this announcement, XOX has an issued and paid-up share capital of RM30,200,000 comprising 302,000,000 XOX Shares. The Proposed Private Placement will involve the issuance of up to 30,200,000 new XOX Shares ( Placement Shares ). The 30,200,000 Placement Shares represent approximately 10.0% of the issued and paid-up share capital of the Company. 2.1 Basis of arriving at the issue price of the Placement Shares The issue price of the Placement Shares will be determined and fixed by the Board at a later date when all relevant approvals have been obtained for the Proposed Private Placement. As such, the issue price of the Placement Shares has not yet been fixed. The issue price shall not be at a discount of more than ten percent (10%) from the five (5) days weighted average market price ( WAMP ) of XOX Shares immediately preceding the price-fixing date. In any case, the issue price of the Placement Shares will not be lower than the par value of XOX Shares. The mechanism to determine the issue price of the Placement Shares is in accordance with market based principles. For illustrative purposes, based on an illustrative issue price of RM0.13 per Placement Share, the issue price of the Placement Shares would represent a discount of approximately RM or 5.52% based on the five (5) days WAMP of XOX Shares up to 22 November 2013 (being the market day immediately preceding the date of this announcement) of RM Placement arrangement The Placement Shares are proposed to be placed out to independent third party investors to be identified at a later date. In accordance with Bursa Malaysia Securities Berhad ( Bursa Securities ) ACE Market Listing Requirements, the Placement Shares will not be placed to the following parties: (i) (ii) interested director, interested major shareholder, interested chief executive or interested person connected with a director, major shareholder or chief executive; and nominee corporations, unless the names of the ultimate beneficiaries are disclosed. The Proposed Private Placement may be implemented in tranches within six (6) months after the receipt of all relevant approvals for the Proposed Private Placement and shall depend on investors interest at the point of implementation. As such, there could potentially be several

2 price fixing dates depending on the number of tranches and timing of implementation. The implementation of the Proposed Private Placement in tranches is to provide the Company with the flexibility to optimise the issue price of the Placement Shares in the interest of the Company. 2.3 Ranking of the Placement Shares The Placement Shares to be issued pursuant to the Proposed Private Placement shall, upon allotment and issuance, rank pari passu in all respects with the existing XOX Shares, save and except that the Placement Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid prior to the date of allotment of the Placement Shares. 2.4 Listing of and quotation for the Placement Shares XOX will make an application to Bursa Securities for the listing of and quotation for the Placement Shares on the ACE Market of Bursa Securities. 2.5 Utilisation of proceeds For illustrative purposes, based on an indicative issue price of RM0.13 per Placement Share, the Company is expected to raise gross proceeds amounting up to RM3,926,000 from the Proposed Private Placement. The proceeds raised are expected to be utilised in the following manner: Proceeds RM Expected time frame for utilisation of proceeds from the listing of the Placement Shares Payment of trade creditor 1,913,000 Within 6 months Selling and marketing expenses (for the purpose of growing sales and enhancing the brand image of the group s products and services) Estimated expenses in relation to the Proposed Private Placement 1,913,000 Within 4 months 100,000 Within 1 month Total estimated proceeds 3,926,000 If the actual expenses incurred pursuant to the Proposed Private Placement are higher than the amount budgeted, the deficit will be funded out of the portion allocated for selling and marketing expenses. Conversely, if the actual expenses are lower than the amount budgeted, the excess will be utilised for selling and marketing expenses. The actual proceeds to be raised from the Proposed Private Placement are dependent on the issue price and actual number of Placement Shares to be issued. 3. RATIONALE The Proposed Private Placement will provide the XOX Group with additional funds to meet its fund requirements as detailed in Section 2.5 of this announcement without incurring interest

3 costs as compared to borrowings. The Board is of the view that the Proposed Private Placement is the most appropriate method of fund raising. 4. EFFECTS OF THE PROPOSED PRIVATE PLACEMENT 4.1 Issued and paid-up share capital The proforma effects of the Proposed Private Placement on the total issued and paid-up share capital of XOX are as follows: XOX RM Shares Issued and paid-up share capital as at the date of this 302,000,000 30,200,000 announcement To be issued pursuant to the Proposed Private Placement 30,200,000 3,020,000 Enlarged issued and paid-up share capital 332,200,000 33,220, Net Assets ( NA ) and gearing Based on the audited consolidated balance sheet of XOX as at 30 June 2013, the proforma effects of the Proposed Private Placement on the NA and gearing of the XOX Group are as follows: Audited as at 30 June 2013 RM'000 After Proposed Private Placement RM'000 Share capital 30,200 33,220 Share premium 32,610 33,516 Capital reserve 2,200 2,200 Accumulated losses (48,812) (48,912) (1) Shareholders fund/na 16,198 20,024 Number of ordinary in 302, ,200 issue ( 000) Par value (RM) NA per ordinary share (RM) Borrowings (interest-bearing) - - Gearing (times) - - Notes:- (1) Assuming that the indicative issue price of the 30,200,000 Placement Shares is RM0.13 per share and after deducting estimated expenses of approximately RM100, Earnings and earnings per share ( EPS ) Any potential effects of the Proposed Private Placement for the financial year ending ( FYE ) 30 June 2014 ( FYE ) and future financial years on the EPS of XOX Group will be dependent upon inter alia, the future financial performance of XOX Group, the issue price of the Placement Shares and the number of Placement Shares issued.

4 4.4 Dividends The Proposed Private Placement is not expected to have material effect on the dividend policy of the Company in respect of the FYE 30 June 2014 Any potential effect of the Proposed Private Placement on the dividends to be declared for the future financial years will be dependent on the dividend rate to be determined after taking into consideration the financial performance of the XOX Group. 4.5 Substantial shareholders shareholdings The effects of the Proposed Private Placement on the shareholdings of substantial shareholders of XOX are set out in the table below: Substantial shareholders Dato Seri Abdul Azim bin Mohd Zabidi As at the date of this announcement ( 000) % After the Proposed Private Placement Direct Indirect Direct Indirect ( 000) % ( 000) % ( 000) % 24, , Ng Kok Heng 17, , Wong Yip Kee 15, (1) (1) (2) , Mara Incorporated Sdn Bhd 23, , New Investors (collectively) 30, Notes:- (1) Deemed interested through direct holding of his spouse. (2) Less than 0.01%.

5 4.6 Convertible Securities XOX does not have any outstanding convertible securities as at the date of this announcement. 5. APPROVALS REQUIRED The Proposed Private Placement is subject to the approvals being obtained from the following: (a) (b) Bursa Securities, for the listing of and quotation for the Placement Shares to be issued pursuant to the Proposed Private Placement on the ACE Market of Bursa Securities; and any other relevant persons or authorities, if required. Approval has been obtained from the shareholders of XOX at the last Annual General Meeting ("AGM") convened on 5 December 2012 authorising the Board to issue new XOX Shares not exceeding ten percent (10%) of the issued and paid-up share capital of the Company for the time being pursuant to Section 132D of the Companies Act, The approval is valid until the conclusion of the next AGM which is scheduled to be held on 9 December 2013 at which the renewal of the Section 132D approval will be tabled for shareholders approval. The Proposed Private Placement is not conditional upon any other corporate proposals undertaken or to be undertaken by XOX, if any. The Proposed Private Placement is expected to be completed in the fourth quarter of DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of XOX and/or person connected with them have any interest, whether direct or indirect, in the Proposed Private Placement. 7. DIRECTORS RECOMMENDATION The Board, after having considered all aspects of the Proposed Private Placement, is of the opinion that the terms and conditions of the Proposed Private Placement are fair and reasonable and are in the best interests of XOX Group and its shareholders. 8. ADVISER AND PLACEMENT AGENT M&A Securities has been appointed to act as the Adviser and Placement Agent to the Company for the Proposed Private Placement. 9. APPLICATION TO THE AUTHORITIES Barring unforeseen circumstances, the application to Bursa Securities in relation to the Proposed Private Placement is expected to be made within one (1) month from the date of this announcement. This announcement is dated 25 November 2013.