Agreement for Cancellation of Acquisition between SETO Holdings Inc. and Fimas Sdn Bhd (January 31, 2001)

Summary

SETO Holdings Inc. and Fimas Sdn Bhd have agreed to dissolve the acquisition of Fimas and its subsidiaries by SETO, originally completed on November 27, 1999. All SETO shares issued for the acquisition will be returned, and Fimas shares will revert to Fimas Sdn Bhd after SETO's corporate guarantees are cancelled. Fimas must repay all loans to SETO within three months, secured by a bank guarantee. After these conditions are met, both parties will have no further obligations to each other, except for certain information required for SEC filings.

EX-2.1 2 d24836_ex2-1.txt EXHIBIT 2.1 EXHIBIT 2.1 Fimas Sdn Bhd and all its subsidiaries Date January 31, 2001 Lot 8&9 Lorong Perusahaan Miel 09000 Kulim Kedah Malaysia Att: Yap Hun Kok Managing Director Voon Soo Tuck Operation Director Lim Ah Huat Chairman Cancellation of the acquisition of Fimas Sdn Bhd and all its subsidiaries by SETO Holdings Inc. Confirming our recent discussions and meetings, we have mutually decided and agree that the acquisition on November 27, 1999 of Fimas Sdn Bhd and all its subsidiaries by SETO Holdings Inc., is to be immediately dissolved as of today January 31, 2001. The 5,000,000 shares of SETO Holdings Inc. issued to Fimas Sdn Bhd shareholders for the purchase of all the outstanding shares of Fimas Sdn Bhd and subsidiaries be immediately returned to the SETO Holdings Inc. Treasury and all shares of Fimas Sdn Bhd and its subsidiaries will be returned to Fimas Sdn Bhd upon the cancellation of the SETO Corporate Guarantee to Bank Bumiputra-Commerce Bank Berhad and Sogelease Advance (Malaysia) Sdn Bhd for capital financing and equipment financing. In addition all SETO Holdings Inc. loans to Fimas and its subsidiaries must be paid within three months secured with a bankers guarantee. As discussed and agreed between both parties, the low profit margins and the capital required to finance the Fimas Sdn Bhd is not consistent with the future plans of SETO Holdings Inc. which are the main reasons for dissolving the acquisition. Upon signing of this agreement and the satisfying of the bank guarantees including the repayment of the debt to SETO Holdings Inc. SETO will not have any further responsibility or involvement as to the business or otherwise of Fimas Sdn Bhd and its subsidiaries except for the possibility of SETO to bring business to Fimas Sdn Bhd and its subsidiaries on a contact manufacturing basis to be sold to SETO for resale. Fimas Sdn Bhd will not have any further responsibility or involvement in the business or otherwise of SETO Holdings Inc. except to furnish whatever information is required financial or otherwise as of the closing date of this agreement to satisfy the company's SEC filing requirements which includes an Audited Statement as of January 31, 2001 no later then March 31, 2001. Effective immediately Yap Hun Kok and Voon Soo Tuck are to resign as SETO Corporate Directors as of this day January 31, 2001. /s/ Eugene Pian /s/ Lim Ah Huat - -------------------------------- -------------------------------- Eugene Pian Lim Ah Huat President, CEO Chairman, Fimas Sdn Bhd SETO Holdings Inc. Date: --------------------------- Date: January 31, 2001 ---------------------------- /s/ Yap Huh Kok -------------------------------- Yap Huh Kok Managing Director, Fimas Sdn Bhd Date: --------------------------- /s/ Yap Huh Kok -------------------------------- Voon Soo Tuck Operations Director Date: --------------------------- -2-