LIEN HOE CORPORATION BERHAD · 2020. 11. 12. · seri alam, 81750 masai, johor held under the title hs(d) 592954 ptd 239918, in the mukim of plentong, district of johor bahru, state

LIEN HOE CORPORATION BERHAD (Registration No.: 196901000161 (8507-X))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED DISPOSAL OF A PARCEL OF VACANT LAND LOCATED WITHIN BANDAR SERI ALAM, 81750 MASAI, JOHOR HELD UNDER THE TITLE HS(D) 592954 PTD 239918, IN THE MUKIM OF PLENTONG, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR, MEASURING AN APPROXIMATE AREA OF 69.03 ACRES FOR A CASH CONSIDERATION OF RM88,666,380 OR THE REDUCED PRICE OF RM64,621,260 WITHOUT DEVELOPMENT ORDER (“PROPOSED DISPOSAL”)

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser for the Proposed Disposal

SIERAC CORPORATE ADVISERS SDN. BHD.(Registration No.: 200001013247 (515853-A))

The Notice of the Extraordinary General Meeting (“EGM”) of the Company to be held entirely through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia on Monday, 30 November 2020, at 2.30 p.m. or at any adjournment thereof, together with the Form of Proxy are set out in this Circular.

If you decide to appoint a proxy or proxies for the EGM, you must complete and lodge the Form of Proxy for the EGM at the office of the Share Registrar, Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, or by electronic lodgement via Tricor’s TIIH Online website at https://tiih.online not less than 48 hours before the time appointed for holding the EGM or at any adjournment thereof. For electronic lodgement, please follow the procedures as set out in the Administrative Guide.

Last date and time for lodging the Form of Proxy :: Saturday, 28 November 2020 at 2.30 p.m.Date and time of EGM :: Monday, 30 November 2020 at 2.30 p.m. or at any

adjournment thereof

This Circular is dated 13 November 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the next course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, valuation certificate in relation to the Property (as defined herein), makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.




IN RELATION TO THE


AND







adjournment thereof








IN RELATION TO THE


AND







adjournment thereof








IN RELATION TO THE


AND







adjournment thereof








IN RELATION TO THE


AND







adjournment thereof








IN RELATION TO THE


AND







adjournment thereof





DEFINITIONS

i

Except where the context otherwise requires or defined herein, the following definitions shall apply throughout this Circular:

Access Road : The undertaking by Christine Resort to construct and complete the construction of an access road at its own costs and expenses after the KM Layout Approval and SBKS Approval has been obtained

Access Road Notice : The notification by Countryland Realty’s solicitors to Christine Resort’s solicitors

Access Road Retention Sum : The entitlement of the Countryland Realty’s solicitors to retain a sum of money, amounting to RM9,000,000

Affordable Housing : The development of any low-cost, low medium-cost or medium-cost accommodation or affordable housing

Armada Resorts : Armada Resorts Sdn. Bhd. (Registration No.: 200601012707(732458-U))

Board : Board of Directors

Bursa Securities : Bursa Malaysia Securities Berhad (Registration No.: 200301033577 (635998-W))

Cash Company : means a listed issuer whose assets on a consolidated basis, consist of 70% or more of cash or short-term investments, or a combination of both, who has been considered by Bursa Securities as a Cash Company under paragraph 8.03 of the Listing Requirements

Christine Resort or the Vendor : Christine Resort Sdn. Bhd. (Registration No.: 199001002446 (194011-A))

Circular : This circular to the Shareholders in relation to the Proposed Disposal dated 13 November 2020

Company : Lien Hoe Corporation Berhad (Registration No.: 196901000161 (8507-X))

Countryland Realty or the Purchaser

: Countryland Realty Sdn. Bhd. (Registration No.: 198401011090 (123630-K))

COVID-19 : Coronavirus disease 2019

Conditions Precedent Period or CP Period

: A period of three (3) months from the date of the SPA

Disposal Consideration : The cash consideration or RM88,666,380 or the Reduced Price of RM64,621,260 payable by Countryland Realty to Christine Resort in relation to the Proposed Disposal

DL Retention Sum : The sum of RM5,000,000.00 being the defect liability retention sum to be retained by the Purchaser’s solicitors from the balance of the Disposal Consideration or the Reduced Price, as the case may be, as security for the rectification of any defects of the Access Road

EGM : Extraordinary general meeting

FYE : Financial year ended

i

DEFINITIONS (cont’d)

ii

Group : Lien Hoe Corporation Berhad and its subsidiaries

Independent Property Valuer or Henry Butcher

: Henry Butcher Malaysia (Johor) Sdn. Bhd. (Registration No.: 199001007580 (199150-H)), the independent property valuer appointed by the Company to appraise the market value of the Land

KIBB : Kenanga Investment Bank Berhad (Registration No.: 197301002193 (15678-H))

KM Layout Approval : "Kebenaran Merancang" to be issued by the local authority on the layout of the Land comprising components as required by Countryland Realty

Land : A parcel of freehold land located within Bandar Seri Alam, 81750 Masai, Johor held under the title HS(D) 592954 PTD 239918, in the Mukim of Plentong, District of Johor Bahru, State of Johor measuring an approximate area of 69.03 acres or 279,355.5 sq. m. or 3,006,957.6 sq. ft.

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 6 November 2020, being the latest practicable date prior to printing of this Circular

Maximum Scenario : A scenario assuming the disposal of the Land for a consideration of RM88,666,380 being the Disposal Consideration

Minimum Scenario : A scenario assuming the disposal of the Land for a consideration of RM64,621,260 being the Reduced Price

NA : Net assets

PN17 : Practice Note 17 and has the meaning given in paragraph 8.04 of Listing Requirements

Proposed Disposal : The proposed disposal of the Land by Christine Resort to Countryland Realty for a cash consideration of RM88,666,380 or the Reduced Price of RM64,621,260 without development order

psf : Per square feet

Redemption Sum : The outstanding sum owing to KIBB of approximately RM15,170,000

Reduced Price : RM64,621,260 being the reduced price in the event that the KM Layout Approval or the SBKS Approval is unable to be obtained;or if the KM Layout Approval for the Required Layout has arequirement for Affordable Housing

Required Layout : The layout of the Land shall comprise the components/ composition of residential development (shophouse included)

Requisite Approval : Collectively, the KM Layout Approval and the SBKS Approval

Requisite Approval Period : Christine Resort shall within nine (9) months of the receipt of the required layout plan at its own costs and expenses procure and secure the Requisite Approval for the Land

RM and sen : Ringgit Malaysia and sen, respectively

ii

DEFINITIONS (cont’d)

iii

SBKS Approval : The approval of the land authority for “Serah Balik Kurnia Semula”, being the conversion and subdivision of the Land into subdivided lots for specific usages as required by Countryland Realty

SCA or Adviser : Sierac Corporate Advisers Sdn. Bhd. (Registration No.: 200001013247 (515853-A)), the Adviser appointed by the Board

SPA : The sale and purchase agreement dated 4 September 2020 entered into between Christine Resort and Countryland Realty in relation to the Proposed Disposal

sq. ft. : square feet

Unconditional Access Road CCC : The unconditional certificate of completion and compliance of the Access Road issued by the local authority

Valuation Certificate : The valuation certificate in relation to the valuation of the Land dated 15 September 2020 as prepared by the Independent Property Valuer

Valuation Report : The valuation report in relation to the valuation of the Land dated 15 September 2020 as prepared by the Independent Property Valuer

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified. All references to “you” in this Circular are to the shareholders of the Company.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. Any discrepancies in the tables between amounts stated and the totals in this Circular are due to rounding.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by the Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that the Company’s plans and objectives will be achieved.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

iii

TABLE OF CONTENTS

iv

SECTION PAGE

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL CONTAINING:

EXECUTIVE SUMMARY 1

1 INTRODUCTION 3

2 DETAILS OF THE PROPOSED DISPOSAL 4

3 RATIONALE FOR THE PROPOSED DISPOSAL 9

4 PROPOSED UTILISATION OF PROCEEDS 9

5 RISK FACTORS IN RELATION TO THE PROPOSED DISPOSAL 10

6 EFFECTS OF THE PROPOSED DISPOSAL 11

7 APPROVALS REQUIRED 13

8 CASH COMPANY OR PN17 COMPANY 13

9 CONDITIONALITY OF THE PROPOSED DISPOSAL 13

10 HIGHEST PERCENTAGE RATIO 13

11 CORPORATE EXERCISE ANNOUNCED BUT PENDING COMPLETION 13

12 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

13

13 DIRECTORS’ STATEMENT AND RECOMMENDATION 13

14 TENTATIVE TIMETABLE FOR COMPLETION 14

15 EGM 14

16 FURTHER INFORMATION 15

APPENDICES

I SALIENT TERMS OF THE SPA 16

II VALUATION CERTIFICATE FROM HENRY BUTCHER 21

III FURTHER INFORMATION 29

NOTICE OF EGM Enclosed

ADMINISTRATIVE GUIDE Enclosed

FORM OF PROXY Enclosed

iv

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL

EXECUTIVE SUMMARY

1

THIS EXECUTIVE SUMMARY HIGHLIGHTS THE SALIENT INFORMATION CONTAINED IN THE MAIN CONTENT OF THIS CIRCULAR. PLEASE READ THE ENTIRE CIRCULAR CAREFULLY FOR FURTHER DETAILS ON THE PROPOSED DISPOSAL BEFORE VOTING.

PROPOSED DISPOSALDetails : On 4 September 2020, Christine Resort, a wholly-owned subsidiary of the

Company, entered into a conditional SPA with Countryland Realty for the disposal of the Land for a cash consideration of RM88,666,380 or the reduced price of RM64,621,260 without development order.

The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Listing Requirements is 35.56%, calculated based on the net carrying value of the Land of RM166,783,165 against the consolidated NA of the Company of RM468,988,000, based on the latest audited consolidated financial statements of the Company for the FYE 31 December 2019. As such, the Company intends to seek our shareholders’ approval for the Proposed Disposal at the forthcoming EGM to be convened.

Rationale for the Proposed Disposal

: The Board believes that the Proposed Disposal is the best option available forthe Group to generate the much-needed cash flow to address the immediate and foreseeable funding needs of the Group due to the uncertain and challenging outlook of Malaysia’s economy. This would not only reduce the financial constraints currently faced by the Group and put the Group in a stronger financial position to ride out this difficult period, it will position the Group for growth post COVID-19 pandemic.

Basis of and justification forthe Disposal Consideration

: The Disposal Consideration of RM88,666,380 or RM29.50 psf for the Land was agreed upon by Countryland Realty on the understanding that Christine Resort shall at its own costs and expenses procure and secure the KM Layout Approval(a) and the SBKS Approval(b) for the Land within nine (9) months of the receipt of the required layout plan by Christine Resort.

Notes:(a) Christine Resort is targeting to submit the application for the KM Layout

Approval by mid-November 2020. The KM Layout Approval is estimated to take 4 months to process and is expected to be obtained by mid-March2021.

(b) Christine Resort is targeting to submit the application for the SBKS Approval after obtaining the KM Layout Approval by mid-March 2021.The SBKS Approval is estimated to take 3 months to process and is expected to be obtained by June 2021.

The Disposal Consideration of RM88,666,380 or RM29.50 per sq. ft. for the Land was negotiated on a willing-buyer willing-seller basis.

The Independent Property Valuer has confirmed that in the event that the KM Layout Approval and SBKS Approval had been obtained and included in the valuation of the Land, the resulting market value of the Land would have been higher than RM90,000,000.

It was further agreed that:-

(i) The layout of the Land shall comprise the components as required by Countryland Realty; and

(ii) The KM Layout Approval shall have no requirement for the development of Affordable Housing.

EXECUTIVE SUMMARY

1

















EXECUTIVE SUMMARY

1

















1

EXECUTIVE SUMMARY (cont’d)

2

PROPOSED DISPOSALBasis of and justification forthe Disposal Consideration (Cont’d)

: However, in the event that the KM Layout Approval or the SBKS Approval is unable to be obtained; or if the KM Layout Approval has a requirement for Affordable Housing, Countryland Realty shall have the option to continue with the purchase of the Land at the reduced price of RM64,621,260.

The Reduced Price is at a discount of RM25,378,740 or 28.2% to the market value as ascribed by the Independent Property Valuer.

The discount is considered justifiable after taking into consideration the following factors:-

(i) as compensation for Countryland Realty for the additional costs to obtain the KM Layout Approval or the SBKS Approval on their own expense;

(ii) as compensation for Countryland Realty for the lower gross development value for the project to be undertaken by the Purchaser in the event of the Affordable Housing being a condition of the KM Layout Approval;

(iii) the Land being a part of a golf resort namely Christine Resort, which was no longer operational since 2013, hence have not been generating revenue;

(iv) there are limited transactional activities in the Johor property market since the outbreak of the COVID-19 pandemic in March 2020;

(v) there is no other available offer and alternative purchaser for the Land at this juncture; and

(vi) the weakening interest in and demand for landed assets amid the worsening economic outlook and uncertainty caused by the unprecedented COVID-19 pandemic.

Original cost and date of investment in the Land

: The Land, which formed part of a larger piece of land measuring 182.003 acres prior to its sub-division, was purchased by the Company in July 2009 via the acquisition of Christine Resort.

The original cost of the Land, based on the purchase consideration forChristine Resort, was RM13,180,178.

Estimated loss arising from the Proposed Disposal

: The Group is estimated to record a one-off net loss of RM80,519,896 (Minimum Scenario) or RM62,245,605 (Maximum Scenario) from the Proposed Disposal.


EXECUTIVE SUMMARY (cont’d)

2

PROPOSED DISPOSALBasis of and justification forthe Disposal Consideration (Cont’d)

: However, in the event that the KM Layout Approval or the SBKS Approval is unable to be obtained; or if the KM Layout Approval has a requirement for Affordable Housing, Countryland Realty shall have the option to continue with the purchase of the Land at the reduced price of RM64,621,260.



(i) as compensation for Countryland Realty for the additional costs to obtain the KM Layout Approval or the SBKS Approval on their own expense;

(ii) as compensation for Countryland Realty for the lower gross development value for the project to be undertaken by the Purchaser in the event of the Affordable Housing being a condition of the KM Layout Approval;

(iii) the Land being a part of a golf resort namely Christine Resort, which was no longer operational since 2013, hence have not been generating revenue;




Original cost and date of investment in the Land

: The Land, which formed part of a larger piece of land measuring 182.003 acres prior to its sub-division, was purchased by the Company in July 2009 via the acquisition of Christine Resort.

The original cost of the Land, based on the purchase consideration forChristine Resort, was RM13,180,178.

Estimated loss arising from the Proposed Disposal

: The Group is estimated to record a one-off net loss of RM80,519,896 (Minimum Scenario) or RM62,245,605 (Maximum Scenario) from the Proposed Disposal.


2

3



Registered office:3rd Floor, Plaza Armada Lot 6, Lorong Utara C Section 52 46200 Petaling Jaya Selangor Darul Ehsan

13 November 2020

Directors:Mr. Yeoh Chong Keat (Chairman, Independent Non-executive Director) Dato’ Yap Sing Hock (Managing Director)Ms. Yap Tse Yeeng Christine (Executive Director and Chief Executive Officer) Mr. Cheong Marn Seng, Allen (Executive Director) Dr. Teoh Kim Loon (Independent Non-executive Director) Dato’ Tea Choo Keng (Independent Non-executive Director)

To: The Shareholders of the Company

Dear Sir / Madam,

THE PROPOSED DISPOSAL

1. INTRODUCTION

On 7 September 2020, SCA, on behalf of the Board, announced that a wholly-owned subsidiary of the Company, Christine Resort had, on 4 September 2020 entered into a conditional SPA with Countryland Realty for the disposal of the Land for a cash consideration of RM88,666,380 or the reduced price of RM64,621,260 without development order.

Further details on the Proposed Disposal are set out in the ensuing sections.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS OF THE PROPOSED DISPOSAL AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED WITH THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL TO BE TABLED AT THE FORTHCOMING EGM.

3



Registered office:3rd Floor, Plaza Armada Lot 6, Lorong Utara C Section 52 46200 Petaling Jaya Selangor Darul Ehsan

13 November 2020

Directors:Mr. Yeoh Chong Keat (Chairman, Independent Non-executive Director) Dato’ Yap Sing Hock (Managing Director)Ms. Yap Tse Yeeng Christine (Executive Director and Chief Executive Officer) Mr. Cheong Marn Seng, Allen (Executive Director) Dr. Teoh Kim Loon (Independent Non-executive Director) Dato’ Tea Choo Keng (Independent Non-executive Director)

To: The Shareholders of the Company

Dear Sir / Madam,

THE PROPOSED DISPOSAL

1. INTRODUCTION

On 7 September 2020, SCA, on behalf of the Board, announced that a wholly-owned subsidiary of the Company, Christine Resort had, on 4 September 2020 entered into a conditional SPA with Countryland Realty for the disposal of the Land for a cash consideration of RM88,666,380 or the reduced price of RM64,621,260 without development order.

Further details on the Proposed Disposal are set out in the ensuing sections.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE DETAILS OF THE PROPOSED DISPOSAL AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED WITH THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL TO BE TABLED AT THE FORTHCOMING EGM.

3

4

2. DETAILS OF THE PROPOSED DISPOSAL

The Proposed Disposal entails Christine Resort agreeing to sell and Countryland Realty agreeing to purchase the Land for the Disposal Consideration of RM88,666,380 or the Reduced Price of RM64,621,260 without development order.

Christine Resort has agreed to sell the Land to Countryland Realty on an "as is where is" basis, free from all claims and encumbrances and with vacant possession upon the terms and conditions contained in the SPA. The salient terms and conditions of the SPA are set out in Appendix I of this Circular.

2.1. Information on the Land

The Land is a vacant land measuring a total area of approximately 69.03 acres in Bandar Seri Alam, Masai, Johor. The Land is situated at Persiaran Seri Alam within Bandar Seri Alam which is located about 25 kilometers due north-east of Johor Bahru city centre. It is accessible from Pasir Gudang Highway via Seri Alam interchange onto Persiaran Seri Alam. The Land is a freehold property zoned for mixed development.

One of the main localities surrounding the land are government institutional centres. These government institutional centres include UITM campus, UNiKL campus, MARA college and the Seri Alam Police headquarters. Other localities include mature housing schemes such as Bandar Baru Permas Jaya, Bandar Kota Putri, Taman Johor Jaya, Taman Rinting and Taman Megah Ria. There are also primary and secondary schools, as well as a private international school.

The location of the Land is illustrated in the following map:

(Source: Valuation Report)

Land

4

2. DETAILS OF THE PROPOSED DISPOSAL

The Proposed Disposal entails Christine Resort agreeing to sell and Countryland Realty agreeing to purchase the Land for the Disposal Consideration of RM88,666,380 or the Reduced Price of RM64,621,260 without development order.

Christine Resort has agreed to sell the Land to Countryland Realty on an "as is where is" basis, free from all claims and encumbrances and with vacant possession upon the terms and conditions contained in the SPA. The salient terms and conditions of the SPA are set out in Appendix I of this Circular.

2.1. Information on the Land

The Land is a vacant land measuring a total area of approximately 69.03 acres in Bandar Seri Alam, Masai, Johor. The Land is situated at Persiaran Seri Alam within Bandar Seri Alam which is located about 25 kilometers due north-east of Johor Bahru city centre. It is accessible from Pasir Gudang Highway via Seri Alam interchange onto Persiaran Seri Alam. The Land is a freehold property zoned for mixed development.

One of the main localities surrounding the land are government institutional centres. These government institutional centres include UITM campus, UNiKL campus, MARA college and the Seri Alam Police headquarters. Other localities include mature housing schemes such as Bandar Baru Permas Jaya, Bandar Kota Putri, Taman Johor Jaya, Taman Rinting and Taman Megah Ria. There are also primary and secondary schools, as well as a private international school.

The location of the Land is illustrated in the following map:

(Source: Valuation Report)

Land

4

5

Set out below are the detailed information of the Land:

Title no. : HS(D) 592954

Lot no. : PTD 239918

Land area : 69.03 acres or 279,355.5 sq. m. or 3,006,957.6 sq. ft.

Postal address : Lot No. PTD 239918, Persiaran Seri Alam, Bandar Seri Alam,81750 Masai, Johor.

Location : Mukim of Plentong, District of Johor Bahru, State of Johor

Registered proprietor : Christine Resort

Tenure : Freehold

Category of land use : Building

Express conditions : Golf course

Original cost of investment : RM13,180,178 acquired on July 2009 by Christine Resort

Carrying value of the Land as at 31 December 2019 (audited)

: RM166,783,165

Encumbrances : Charged to KIBB as security for a term loan facility of RM25,000,000.00 granted by KIBB, with outstanding sum of RM15,170,000 as at the LPD

2.2. Market value of the Land and method of valuation

The market value of the Land as appraised by the Independent Property Valuer vide its valuation certificate dated 15 September 2020 is RM90,000,000 (approximately RM30.00 psf.). It has been arrived at based on the Comparison Approach of valuation, which entails analysis of recent transactions in and around the locality for comparison purposes, with adjustments made for differences for various factors such as land size, location, date of transaction, tenure and land use, amongst others.

The Comparison Approach was adopted as the main and sole method in arriving at the market value of the Land as it is valued as a parcel of golf course land with no income generated as the golf course is no longer in operation since July 2013. Furthermore, there is no submission for other developments by the Company on the Land, therefore the other methods of valuation like cost method or residual method is not suitable.

The Independent Property Valuer has ascertained the market value of the Land in its existing physical condition with the benefit of vacant possession and based on an “as is” basis without taking into consideration the effects of the KM Layout Approval and SBKS Approval being obtained. The Independent Property Valuer could not take into consideration the effects of the KM Layout Approval and SBKS Approval as neither the Company nor the Independent Property Valuer has any information on the components of the layout planning.

However, the Independent Property Valuer has confirmed that in the event that the KM Layout Approval and SBKS Approval had been obtained and included in the valuation of the Land, the resulting market value of the Land would have been higher than RM90,000,000. The reason for the higher market value is to account for the upgrade in the status of the land from being that of a “golf course” to “residential housing”.

5

6

2.3. Information on Christine Resort

Christine Resort is a private limited company incorporated in Malaysia on 24 February 1990. It has an issued share capital of RM7,846,119 comprising 7,846,119 ordinary shares. The nature of business of Christine Resort is property development and investment holding.

As at the LPD, all 7,846,119 ordinary shares of Christine Resort are owned by Armada Resorts, which in turn is a wholly-owned subsidiary of the Company. The directors of Christine Resort are Dato’ Yap Sing Hock, Yap Tse Yeeng Christine, Cheong Marn Seng and Dato’ Tea Choo Keng, all of whom are the directors of the Company.

2.4. Information on Countryland Realty

Countryland Realty is a private limited company incorporated in Malaysia on 20 July 1984. It has an issued share capital of RM1,200,000 comprising 1,200,000 ordinary shares. It is principally involved in property development.

As at the LPD, all 1,200,000 ordinary shares of Countryland Realty are owned by Pamir Development Sdn Bhd. The directors of Countryland Realty are Ng Lay Cheen, Oh Ah Tee @ Yau Ah Tee and Soh Peak Sia.

2.5. Basis of and justification for the Disposal Consideration and Reduced Price

2.5.1 Basis of the Disposal Consideration

The Disposal Consideration of RM88,666,380 or RM29.50 per sq. ft. for the Land was agreed upon by Countryland Realty on the understanding that Christine Resort shall at its own costs and expenses(a)procure and secure the following approvals for the Land within nine (9) months of the receipt of the required layout plan (Requisite Approval Period) by Christine Resort or such extension as may be mutually agreed upon by the Vendor and the Purchaser in accordance to Clause 1.1(b) of the SPA:-

(i) KM Layout Approval(b); and

(ii) SBKS Approval(c).

Notes:

(a) The estimated costs to procure and secure the KM Layout Approval and SBKS Approval is RM500,000.

(b) Christine Resort is targeting to submit the application for KM Layout Approval by mid-November 2020. The KM Layout Approval is estimated to take 4 months to process and is expected to be obtained by mid-March 2021.

(c) Christine Resort is targeting to submit the application for SBKS Approval after obtaining the KM Layout Approval by mid-March 2021. The SBKS Approval is estimated to take 3 months to process and is expected to be obtained by June 2021.

If the KM Layout Approval or the SBKS Approval :-

(i) is not obtained by the expiry of the Requisite Approval Period;

(ii) has a requirement for Affordable Housing;

(iii) where the terms imposed in the KM Layout Approval or the SBKS Approval are not the usual or standard terms imposed for a development of similar size or nature and such terms are not acceptable to Countryland Realty; or

(iv) the appeal is not successful and the terms imposed in the KM Layout Approval or the SBKS Approval are not acceptable to Countryland Realty,

6

7

Countryland Realty shall have the option to either :- (i) continue with the purchase of the Land whereby the sale price shall be reduced by RM8.00 (i.e.

from RM29.50 to RM21.50) per sq. ft. to RM64,621,260 (Reduced Price); or

(ii) terminate the purchase of the Land.



The Board takes cognisance that the Disposal Consideration of RM88,666,380 is below the market value ascribed by the Valuer of RM90,000,000 as well as the additional costs of approximately RM5,000,000to construct and complete the construction of the Access Road.

However, the Board is of the opinion that the discount and additional costs is justifiable and had agreed to the discount and terms after having considered the following: -

(i) Proceeds from the Proposed Disposal will provide immediate cash flow to the Company to fund its working capital as further disclosed in Section 4 of this Circular;

(ii) The purchaser is taking on unusual risk in purchasing the Land amid unprecedented level of economic uncertainty caused by the COVID-19 pandemic; and

(iii) There is a lack of other potential buyers for the Land, after having considered that the transaction value of the Johor property market had decreased by 14.9% in the first quarter of 2020 compared to the first quarter 2019 (Source: Property Sales Data for first quarter of 2020, National Property Information Centre (NAPIC)).

2.5.2. Basis of and justification for the Reduced Price

As mentioned in Section 2.5.1 of this Circular, in the event that the KM Layout Approval or the SBKS Approval is unable to be obtained; or if the KM Layout Approval has a requirement for Affordable Housing being development of any low-cost, low medium-cost or medium-cost accommodation,Countryland Realty will have the option to purchase the Land at the reduced price of RM64,621,260 (Reduced Price).

The Reduced Price was negotiated after taking into consideration of the market value of the Land of RM90,000,000 (approximately RM30.00 per sq. ft.), as appraised by the Independent Property Valuer by using the Comparison Approach of valuation.

The Independent Property Valuer has ascertained the market value of the Land in its existing physical condition with the benefit of vacant possession and based on an “as is” basis without taking into consideration effects of the KM Layout Approval and SBKS Approval being obtained.



(i) as compensation for Countryland Realty for the additional costs to obtain the KM Layout Approval and the SBKS Approval on their own expense;

(ii) as compensation for Countryland Realty for the lower gross development value from the project to be undertaken in the event of the Affordable Housing being a condition of the KM Layout Approval as Countryland Realty shall be subject to a penalty of RM60,000.00 per unit as a consequence of the exemption of developing the Affordable Housing;

7

8

(iii) the Land being a part of a golf resort, which was no longer operational since 2013, have not been generating revenue;




2.6. Payment for the Disposal Consideration

The payment terms of the Disposal Consideration are as follows:-

(i) A deposit amounting to RM8,866,638, being 10% of the Disposal Consideration, is to be paid by Countryland Realty upon execution of the SPA and shall be released together with the interest accrued thereon upon the Company obtaining its shareholders’ approval. If the shareholders’ approval is not obtained within the CP Period, the SPA shall be terminated.

(ii) The Redemption Sum of RM15,170,000 shall be paid by Countryland Realty to the existing

chargee directly within 14 days from the date of receipt of the KM Layout Approval and the SBKS Approval.

(iii) The balance Disposal Consideration of RM64,629,742 shall be paid by Countryland Realty to the solicitors within 1 year from the date of the receipt of the KM Layout Approval and the SBKS Approval, after deducting the Access Road Retention Sum and DL Retention Sum.

As Christine Resort is expected to obtain both the KM Layout Approval and the SBKS Approval by mid-June 2021, the balance Disposal Consideration of RM64,629,742 is expected to be received by the Company before by June 2022. These payment terms are deemed reasonable in view of the lack of other buyers for the Land under the present circumstances as further explained in Section 2.5.1.

2.7. Construction of the Access Road

Christine Resort undertakes to construct and complete the construction of an access road at its own costs and expenses within three (3) months after the KM Layout Approval and SBKS Approval have been obtained. The construction of the Access Road is estimated to cost RM5,000,000. The said road shall be measuring 100 feet in width and complete with the upgrading of the junction and construction of a roundabout or a traffic light thereat.

2.8. Liabilities remaining with Christine Resort, Armada Resorts, or the Company

Save for the obligations and the liabilities in and arising from the SPA, there are no other liabilities including contingent liabilities and guarantees expected to be remained with the Company and the Group after the completion of the Proposed Disposal.

2.9. Original cost and date of investment in the Land

The Land, which formed part of a larger piece of land measuring 182.003 acres prior to its sub-division, was purchased by the Company in July 2009 via the acquisition of Christine Resort.

The original cost of the Land, based on the purchase consideration for Christine Resort, was RM13,180,178.

8

9

3. RATIONALE FOR THE PROPOSED DISPOSAL

The Group’s core business segments are namely hotel, property investment and property development. For the last two financial years, the main income contributor has been the hotel segment from which more than 90% of the Group’s total gross revenue was generated.

The operating conditions in the hotel industry have been severely impacted by the economic and social fallout from the COVID-19 pandemic which broke out early this year. The government-mandated movement orders, border controls and travel bans have led to a near-complete halt in travels and social events, which weighed down heavily on the earnings and cash flow of the Group. With the COVID-19pandemic showing no signs of being contained, the economy is expected to worsen for the greater part of next year before a slow and long recovery of business to the levels last seen before the COVID-19 pandemic.

In response to such an uncertain and challenging outlook, the Board believes that the Proposed Disposal is the best option available to the Group to generate the much-needed cash flow to address the immediate and foreseeable funding needs of the Group. This would not only reduce the financial constraints currently faced by the Group and put the Group in a stronger financial position to ride out this difficult period, it will position the Group for growth post COVID-19 pandemic.

The Land is the most viable choice for sale as it has the largest acreage among all the land owned by the Group. Upon completion of the Proposed Disposal, the Group still owns 7 parcels of lands with a combined area of 98.14 acres. The Board has plans to develop some of the remaining lands when the outlook of the property market in Johor improves.

4. PROPOSED UTILISATION OF PROCEEDS

The proceeds arising from the Proposed Disposal of RM88,666,380 are intended to be utilised as follows:

Purposes Time frame for utilisation RMWorking capital/ business expansion/ new investment Within 36 months 65,396,380 (1)Repayment of loan from KIBB Within 12 months 15,170,000 (2)Construction of the Access Road Within 24 months 5,000,000Estimated expenses related to the Proposed Disposal 3,100,000 (3)

Total 88,666,380*

Notes:

(1) Proceeds for working capital/ business expansion/ new investment will be allocated as follows:

RM’000Payment to trade and other payables such as suppliers, contractors and other professionals.

20,000

To be utilised for the Group’s day-to-day operating expenses to support its existing hotel activities and to finance the Group’s future property development activities. The breakdown of the proceeds to be used for each of the aforesaid purposes could not be determined at this juncture.

34,011

Estimated income tax arising from the Proposed Disposal* 11,385Total 65,396

* Please refer to note (1) of Section 6.3 of this Circular for the computation of estimated income tax arising from the Proposed Disposal. Kindly note that the aforesaid amount is only an estimation by the management at this juncture and will be determined at a later stage. Therefore, any discrepancies from the stated amount and actual amount payable

9

10

for such tax shall be drawn from/ channeled towards the general working capital of the Group.

(2) The repayment of loan from KIBB is expected to reduce the Group’s interest costs by approximately RM1 million per annum based on the weighted average effective interest rate of 6.9%.

(3) An amount of approximately RM3.1 million has been earmarked to defray the estimated expenses of the Proposed Disposal, the breakdown of which is set out below:-

RM’000Commission payable to a third-party introducer in relation to the Proposed Disposal

2,600

Other incidental expenses (inclusive of professional fees and regulatory fees) 500Total 3,100

Prior to utilisation for the above purposes, the net proceeds from the Proposed Disposal will be placed in interest-bearing deposits and/or short-term money market instruments with licensed financial institutions as our Board in its absolute discretion deems fit and in the best interest of the Group. Any interest income earned from such deposits and/or instruments will be used, when available, as additional working capital for the Group’s existing business. At this juncture, the Company does not have any plans for potential business expansion or new investment.

5. RISK FACTORS IN RELATION TO THE PROPOSED DISPOSAL

5.1 Unable to obtain the Requisite Approval or the Requisite Approval has a requirement for Affordable Housing

In the event that Christine Resort is unable to obtain the KM Layout Approval or the SBKS Approval by the expiry of the Requisite Approval Period or if the KM Layout Approval for the Required Layout has a requirement for Affordable Housing, Countryland Realty will have the option to purchase of the Land at the reduced price of RM64,621,260 which is at a discount of:

(i) RM25,378,740 or 28.2% to the market value as ascribed by the Independent Property Valuer of RM90,000,000; and

(ii) RM102,161,905 or 61.25% to the audited net carrying value of the Land of RM166,783,165.

The discount is considered justifiable after taking into consideration the factors stated in Section 2.5.2 of this Circular.

5.2 Completion risk

The completion of the Proposed Disposal is conditional upon the conditions precedent as set out in the SPA being fulfilled and/or waived, as the case may be, as well as the performance by Christine Resort and its compliance with, amongst others, the warranties, undertakings and covenants under the SPA. The non-fulfilment of the same may result in the termination of the SPA.

In addition, should a delay or non-completion of the Proposed Disposal occur, the Group may not be able to realize the benefits that may accrue to it from the proposed utilisation of proceeds as disclosed in Section 4 of this Circular.

Notwithstanding the above, the Board will endeavor to take all necessary steps to ensure that the conditions precedent are fulfilled in a timely manner to facilitate the completion of the Proposed Disposal.

10

11

5.3 Loss of contribution and future income from the Land

Upon completion of the Proposed Disposal, the Group will no longer be able to benefit from future land value appreciation of the Land. As the Land is part of 6 parcels of vacant lands located along Persiaran Seri Alam, Bandar Seri Alam, 81750 Masai, Johor, the Group will lose the opportunity to develop the Land to form part of a larger integrated mixed development.

Notwithstanding the above, the proceeds from the Proposed Disposal would enable the Group to generate the much-needed cash flows to address the immediate and future liquidity needs of the Group.

6. EFFECTS OF THE PROPOSED DISPOSAL

6.1 Issued share capital and substantial shareholders’ shareholdings

The Proposed Disposal will not have any effect on the issued share capital and the shareholding of the substantial shareholders of the Company as the Proposed Disposal does not involve any issuance of new ordinary shares by the Company.

6.2 Net assets and gearing

For illustrative purposes, based on the audited financial position of the Group as at 31 December 2019 and assuming that the Proposed Disposal had been effected on that date, the pro forma effects of the Proposed Disposal on the NA and gearing of the Group are as follows:

Group level

Audited as at 31 December

2019RM’000

Minimum Scenario

Maximum Scenario

After the Proposed DisposalRM’000

After the Proposed DisposalRM’000

Share capital 142,188 142,188 142,188 Treasury shares (9,177) (9,177) (9,177)Reserves 333,675 221,715 (1) 221,715 (1)Retained earnings 2,302 33,742 (2) 52,016 (2)

Shareholders’ equity / NA 468,988 388,468 406,742

Borrowings 39,067 23,897 23,897No. of ordinary shares outstanding 332,420 332,420 332,420NA per ordinary share (RM) 1.41 1.17 1.22Gearing (times) 0.08 0.06 0.06

Notes:

(1) After deducting an amount of RM111,960,025 which is prorated from total revaluation reserves of RM210,279,838 over 129.65 acres.

(2) The effects on retained earnings is as follows:

Minimum Scenario

RM

Maximum Scenario

RMRealisation of revaluation reserve 111,960,025 111,960,025Estimated net loss on disposal of the Land (80,519,896) (62,245,605)

Net increase in retained earnings 31,440,129 49,714,420

11

12

6.3 Earnings

Based on the audited net carrying value of the Land as at 31 December 2019 of RM166,783,165 and the Disposal Consideration of RM88,666,380 or the Reduced Price of RM64,621,260, the Group is estimated to record a one-off net loss of RM62,245,605 (Maximum Scenario) or RM80,519,896 (Minimum Scenario) arising from the Proposed Disposal as calculated below:

MinimumScenario

RM

Maximum Scenario

RMDisposal Consideration/ Reduced Price 64,621,260 88,666,380Less: Net carrying value of the Land as at 31 December 2019 (166,783,165) (166,783,165)Gross loss on disposal of the Land (102,161,905) (78,116,785)LessEstimated income tax expense(1) (5,613,788) (11,384,617)Deferred tax(2) 35,355,797 35,355,797Estimated expenses in relation to the Proposed Disposal (3,100,000) (3,100,000)Cost for construction of the Access Road (5,000,000) (5,000,000)Estimated net loss on disposal of the Land (80,519,896) (62,245,605)

Notes:

(1) The estimated income tax computation is as follows:

Minimum Scenario

RM

Maximum Scenario

RMDisposal Consideration / Reduced Price 64,621,260 88,666,380Less: Original cost of investment (33,130,478) (33,130,478)Less: Incidental costs in relation to the Proposed Disposal

(8,100,000) (8,100,000)

Taxable income 23,390,782 47,435,902Estimated income tax expense @ 24% 5,613,788 11,384,617

(2) The amount is calculated on a prorate basis from total deferred tax of RM66,404,159 for 129.65 acres.

For illustrative purpose only, based on the latest audited consolidated financial statements of the Company for the FYE 31 December 2019 and assuming the Proposed Disposal had been completed at the beginning of the financial year, the pro forma effects of the Proposed Disposal on the loss and loss per share of the Group are as follows:

Audited As at 31

December 2019

Minimum ScenarioAfter the Proposed Disposal

Maximum ScenarioAfter the Proposed Disposal

Loss after tax attributable to the Company (RM’000)

(2,782) (83,302)* (65,028)*

No. of issued ordinary shares as at the LPD (‘000)

332,420 332,420 332,420

Loss per share (sen) (0.84) (25.06) (19.56)

Note: * After incorporating the estimated net loss on disposal of the Land of RM65,245,605 (Maximum Scenario) or RM80,519,896 (Minimum Scenario).

12

13

The Proposed Disposal is expected to contribute positively to the earnings of the Company in the future from the benefit of the usage of proceeds from the Proposed Disposal as detailed out in Section 4 of this Circular.

6.4 Convertible securities

As at the LPD, the Company does not have any outstanding convertible securities.

7. APPROVALS REQUIRED

The Proposed Disposal is subject to the following approvals being obtained:

(i) the shareholders of the Company at the forthcoming EGM; and

(ii) any other relevant authorities or parties, if required.

8. CASH COMPANY OR PN17 COMPANY

The Proposed Disposal is not expected to result in the Company becoming a Cash Company or PN17 Company as defined under the Listing Requirements.

9. CONDITIONALITY OF THE PROPOSED DISPOSAL

The Proposed Disposal is not conditional upon any other corporate exercise being or proposed to be undertaken by the Company.

10. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Listing Requirements is 35.56%, calculated from the net carrying value of the Land of RM166,783,165 against the audited consolidated NA of RM468,988,000 of the Company for the FYE 31 December 2019.

11. CORPORATE EXERCISE ANNOUNCED BUT PENDING COMPLETION

Save for the Proposed Disposal, there is no other corporate exercise that has been announced but pending completion by the Company.

12. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the Proposed Disposal.

13. DIRECTORS’ STATEMENT AND RECOMMENDATION STATEMENT BY AND RECOMMENDATION FROM THE BOARD

The Board, having considered all aspects of the Proposed Disposal (including but not limited to the salient terms of the SPA, basis and justification for the Disposal Consideration, rationale and risk factors of the Proposed Disposal as well as the effects of the Proposed Disposal), is of the opinion that the Proposed Disposal is in the best interest of the Company.

Accordingly, the Board recommends that you vote in favour of the resolution to give effect to the Proposed Disposal to be tabled at the forthcoming EGM.

13

14

14. TENTATIVE TIMETABLE FOR COMPLETION

Barring any unforeseen circumstances and subject to all approvals and conditions precedent as set out in the SPA being obtained and fulfilled, the Proposed Disposal is expected to be completed in the second quarter of 2022. The tentative timetable for the implementation of the Proposed Disposal is as set out below:

Events Tentative Date

EGM for the Proposed Disposal 30 November 2020

Fulfilment of conditions precedent in relation to the Proposed Disposal 30 November 2020

Completion of the Proposed Disposal End June 2022

15. EGM

The EGM, the notice of which is enclosed in this Circular, will be held entirely through live streaming from the broadcast venue at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia on Monday, 30 November 2020 at 2.30 p.m. for the purpose of considering and if thought fit, passing the resolution to give effect to the Proposed Disposal.

The broadcast venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting. Shareholder(s) or proxy(ies) or attorney(s) or authorised representative(s) will not be allowed to attend the EGM in person at the broadcast venue on the day of the meeting.

A member entitled to attend, speak and vote remotely at the EGM via the Remote Participation and Voting facilities provided, is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf. If you are unable to attend and vote in person at the EGM, please complete, sign and return the enclosed Form of Proxy in accordance with the instructions printed on it, to be deposited with the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd., in the following manner:

(i) In hard copy form In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

(ii) By electronic means

The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://tiih.online. Kindly refer to the Administrative Guide for the EGM on the procedures for electronic lodgement of proxy form via TIIH Online.

The form of proxy must be received by the Share Registrar, Tricor Investor & Issuing House Services Sdn. Bhd., not less than 48 hours before the time set for convening the EGM.

14

15

16. FURTHER INFORMATION

You are advised to refer to the attached appendices for further information.

Yours faithfully for and on behalf of the Board of LIEN HOE CORPORATION BERHAD

YEOH CHONG KEAT Chairman

15

APPENDIX I - SALIENT TERMS OF THE SPA

16

The salient terms of the SPA are as follows:

1. Basis of sale and purchase

The Vendor hereby acknowledges and confirms its full awareness that the Purchaser is entering into the SPA to purchase the Land at the agreed price of RM29.50 psf. totaling RM88,666,380.00 strictly on the following fundamental basis and agrees to sell the Land on such basis:

a) The purpose of the Purchaser in agreeing to purchase the Land is to develop the Land into an exclusive premium residential cum commercial development free from any low-cost, low medium-cost or medium-cost accommodation or affordable housing.

b) The Disposal Consideration calculated at RM29.50 psf. is agreed upon by the Purchaser on the understanding that the Vendor shall at its own costs and expenses procure and secure:

(i) the ''Kebenaran Merancang" to be issued by the local authority on the layout of the Land comprising components as required by the Purchaser (KM Layout Approval); and

(ii) the approval of the land authority for the conversion and subdivision of the Land into subdivided lots for specific usages as required by the Purchaser (SBKS Approval),

subject to the salient terms set out in Clause 7 of the SPA, within nine (9) months from the date of the receipt of the Required Layout (as defined in Clause 7.1 of the SPA) by the Vendor's solicitors, Messrs Tea Kelvin Kang & Co., Advocates & Solicitors, Johor Bahru or such extension as may be mutually agreed upon by the Vendor and the Purchaser provided always that:

(A) if the KM Layout Approval or the SBKS Approval is not obtained by the expiry of the Requisite Approval Period;

(B) where the terms imposed in the KM Layout Approval or the SBKS Approval are not the usual or standard terms imposed for a development of similar size or nature and such terms are not acceptable to the Purchaser; or

(C) the appeal is not successful and the terms imposed in the KM Layout Approval or the SBKS Approval are not acceptable to the Purchaser.

The Purchaser shall have the option to either:

I. continue with the purchase of the Land whereby the Disposal Consideration shall be reduced by RM8.00 (i.e. from RM29.50 to RM21.50) psf. to RM64,621,260.00; or

II. terminate the purchase of the Land whereby:

(aa) the Vendor shall within fourteen (14) days from the date of such termination refund the Purchaser the deposit together with interest thereon at the rate of eight per centum (8%) per annum calculated on a day to day basis from the date of the SPA to the date of actual refund; and

(bb) the Purchaser's solicitors, Messrs Leng & Co., Advocates & Solicitors, Johor Bahru, shall, upon the refund under sub-paragraph (aa) above, return to the Vendor’s solicitors the documents received under Clauses 5 and 8 of the SPA.

c) The Vendor shall construct and complete all that stretch of road measuring 100 feet in width and coloured yellow in the layout plan annexed in the SPA and marked "Annexure II" (“2nd Layout Plan”), complete with the upgrading of the junction coloured purple in the 2nd Layout Plan and construction of a roundabout or a traffic light thereat, in strict accordance with the provisions of Clause 10 of the SPA, failing which the consequences provided thereunder shall apply. For the

16

APPENDIX I - SALIENT TERMS OF THE SPA (cont’d)

17

purpose of the SPA, the aforesaid 100 feet in width road and coloured yellow in the 2nd Layout Plan, complete with the upgrading work at the aforesaid junction and a roundabout or traffic light thereat, are hereinafter collectively referred to as "Access Road".

d) The Vendor shall grant the Purchaser the right to use free of charge the pump house land and the buffer zone in the manner set out in Clause 11 of the SPA.

e) The Vendor shall simultaneously with the execution of the SPA grant the Purchaser the development power of attorney and the infrastructure power of attorney in accordance with the provisions of Clause 12 of the SPA.

f) The Vendor shall grant the Purchaser the right of entry and the licence as per Clauses 13 and 18 of the SPA.

g) The Vendor shall, within one (1) month from the Access Road Notice (as defined in Clause 10.1 (a)(i) of the SPA), deposit with the Purchaser’s solicitors:

(i) the consent letters and the assignment as referred to in Clause 7.2(g) of the SPA; and

(ii) the consultant letters of discharge as per the provisions of Clause 14.1 of the SPA,

failing which the 1-year period shall be extended correspondingly.

h) Save and except for the appointment of the consultants, the Vendor has not appointed any other consultant for the development of the Land and if any appropriate authority or any of the Purchaser's consultants requires any letter of discharge from any other consultant appointed by the Vendor, the Vendor shall within fourteen (14) days from the date of request by the Purchaser procure and deliver to the Purchaser such letter of discharge coupled with the confirmation of no claim against the Purchaser and the Purchaser's consultants.

i) The Vendor shall cause and procure the consultants:

a. to furnish the Purchaser or the Purchaser's consultants with all relevant approved drawings and plans and all relevant documents and correspondence pertaining to the submission and approval of the Access Road and/or the Land; and

b. to render the Purchaser and the Purchaser's consultants with all assistance as may be required.

If any of the basis referred to in Clause 1.1 of the SPA:

(a) is materially inaccurate, untrue or misleading or becomes materially inaccurate, untrue or misleading: or

(b) is not fulfilled, obtained or complied with prior to the completion.

the Purchaser shall have the absolute right and discretion to withdraw from the purchase of the Land (but failure to withdraw shall not constitute a waiver of any other rights of the Purchaser) and such withdrawal shall not extinguish any right to damages to which the Purchaser may be entitled.

2. Sale and purchase

Subject to the provisions of Clauses 1, 2 and 4 of the SPA and in consideration of RM8,866,638.00, being 10% of the Disposal Consideration, now deposited by the Purchaser with the Purchaser’s solicitors,the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the Land on an "as is where is" basis, free from all claims and encumbrances and with vacant possession at and for the Disposal Consideration or the Reduced Price, as the case may be, upon the terms and conditions contained in the SPA.

17


18

Pending fulfilment of the condition precedent under Clause 4 of the SPA, the Purchaser’s solicitors shall place the deposit under fixed deposit on a "month-to-month" basis with a commercial bank in Johor Bahru. The Purchaser’s solicitors shall release the deposit together with the interest accrued thereon in accordance with Clause 4.2 or 8 of the SPA.

3. Conditions precedent

Notwithstanding anything to the contrary contained in the SPA, the sale and purchase of the Land hereunder shall at all times and for all intents and purposes be conditional upon and subject to the Vendor procuring, at the Vendor's own costs and expenses and within three (3) months from the date of the SPA (CP Period), the approval of the shareholders of the Company, for the sale and transfer of the Land in favour of the Purchaser at the Disposal Consideration or the Reduced Price, as the case may be, upon terms and conditions as contained in the SPA.

If the Shareholders Approval is not obtained within the CP Period, the sale and purchase of the Land shall be terminated whereupon the Purchaser’s solicitors shall return to:

(a) the Purchaser the deposit together with the interest accrued thereon; and

(b) the Vendor’s solicitors the documents received by the Purchaser’s solicitors under Clause 5 of the SPA,

and thereafter neither party shall have any claim whatsoever against each other save and except for antecedent breach.

4. Access Road

The Vendor undertakes to:

(a) construct and complete the construction of the Access Road:

(i) at its own costs and expenses and within three (3) months from the date of Access Road Notice, provided always that the Purchaser’s solicitors shall only issue the Access Road Notice after:

(A) the KM Layout Approval and the SBKS Approval have been obtained with terms acceptable to the Purchaser; or

(B) the expiry of the Requisite Approval Period,

whichever is earlier; and

(ii) in accordance with:

(A) the drawings and specifications as submitted and approved by the appropriate authority; and

(B) the then prevailing standards, requirements, specifications and directions of the appropriate authority, in particular, the local authority, complete with street lighting, curb, drainage system and side-table with proper turfing; and

(b) procure and deliver to the Purchaser’s solicitors at its own costs and expenses and within the aforesaid 3-month period the unconditional certificate of completion and compliance of theAccess Road issued by the local authority.

In addition to the provisions of Clause 10.1 of the SPA, the Vendor agrees and confirms as follows:

18


19

(a) The Access Road is to be constructed in accordance with the level as determined by the Purchaser and such level will be furnished in the Access Road Notice.

(b) The Vendor shall. within seven (7) days from date of the Vendor’s solicitors’ receipt of the Access Road Notice. furnish the Purchaser with a program setting out the construction time table for each stage the construction of the Access Road and the Vendor shall comply strictly with such program in undertaking and completing such construction.

(c) The Purchaser shall be entitled to station site supervisors to monitor the construction of the Access Road and the progress thereof and to report to the Purchaser on any issue arising therefrom

(d) The Vendor shall:

(i) notify the Purchaser in writing on the completion of each stage of construction of the Access Road and allow the Purchaser to do inspection before proceeding with the next stage of construction; and

(ii) comply with and adopt the Purchaser's proposals vis-ä-vis the construction and completion of the Access Road.

If the Vendor completes the construction of the Access Road and delivered to the Purchaser the Unconditional Access Road CCC on or before the completion of the SPA, a sum of RM5,000,000.00 (DL Retention Sum) shall be retained by the Purchaser’s solicitors from the balance of the Disposal Consideration or the Reduced Price, as the case may be, as security for the rectification of any defects of the Access Road and:

(a) seventy per centum (70%) of the DL Retention Sum less the total of all amounts that have been released under Clause 10.6 of the SPA shall be released by the Purchaser’s solicitors to the Vendor upon the expiry of twelve (12) months from the date of the Unconditional Access Road CCC; and

(b) the remaining thirty per centum (30%) of the DL Retention Sum less the total of all amounts that have been released under Clause 10.6 of the SPA shall be released by the Purchaser’s solicitors to the Vendor upon the expiry of twenty-four (24) months from the date of the Unconditional Access Road CCC.

If for any reason whatsoever:

(a) the Vendor fails or neglects to commence the construction of the Access Road by the completion of the SPA, the Purchaser’s solicitors shall be entitled to retain Access Road Retention Sum from the balance of the Disposal Consideration or the Reduced Price, as the case may be, towards the construction of the Access Road; and

(b) the Vendor has commenced the construction of the Access Road but failed to complete the same or obtain the issuance of the Unconditional Access Road CCC on or before the completion of the SPA, the Purchaser’s solicitors shall be entitled to retain from the balance of the Disposal Consideration or the Reduced Price, as the case may be, a sum required for the completion of the Access Road and the issuance of the Unconditional Access Road CCC (also Access Road Retention Sum) Provided Always that the amount to be retained hereunder shall not exceed RM9,000,000.00 and shall not be less than RM5,000,000.00.

In any of the scenarios under Clause 10.4(a) or (b) of the SPA,

(a) the Purchaser shall, after the completion of the SPA, be entitled to take over the construction of the Access Road or the balance thereof and complete the same in accordance with the provisions of Clause 10.1 of the SPA;


19

(a) The Access Road is to be constructed in accordance with the level as determined by the Purchaser and such level will be furnished in the Access Road Notice.

(b) The Vendor shall. within seven (7) days from date of the Vendor’s solicitors’ receipt of the Access Road Notice. furnish the Purchaser with a program setting out the construction time table for each stage the construction of the Access Road and the Vendor shall comply strictly with such program in undertaking and completing such construction.

(c) The Purchaser shall be entitled to station site supervisors to monitor the construction of the Access Road and the progress thereof and to report to the Purchaser on any issue arising therefrom

(d) The Vendor shall:

(i) notify the Purchaser in writing on the completion of each stage of construction of the Access Road and allow the Purchaser to do inspection before proceeding with the next stage of construction; and

(ii) comply with and adopt the Purchaser's proposals vis-ä-vis the construction and completion of the Access Road.

If the Vendor comp

Documents

LIEN HOE CORPORATION BERHAD · 2020. 11. 12. · seri alam, 81750 masai, johor held under the title hs(d) 592954 ptd 239918, in the mukim of plentong, district of johor bahru, state