SEE HUP CONSOLIDATED BERHAD (Company No V) (Incorporated in Malaysia)

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the 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, 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. SEE HUP CONSOLIDATED BERHAD (Company No V) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL BY SEE HUP TRANSPORT COMPANY SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SEE HUP CONSOLIDATED BERHAD OF THREE (3) ADJOINING LOTS OF DEVELOPMENT LAND KNOWN AS LOT NOS. 153, 463 AND 464, ALL WITHIN MUKIM NO. 1, DAERAH SEBERANG PRAI TENGAH, PULAU PINANG, HELD UNDER GERAN MUKIM NOS. HAKMILIK 33, 31 AND 32 RESPECTIVELY MEASURING IN TOTAL APPROXIMATELY 146,143 SQUARE FEET FOR A CASH CONSIDERATION OF RM17,557, AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of the Extraordinary General Meeting ( EGM ) to be held at Georgetown City Hotel, Berjaya Hall 3 (Level 7), 1-Stop Midlands Park, Jalan Burmah, Penang on Thursday, 6 August 2015 at 9.45 a.m. together with the Proxy Form are enclosed in this Circular. Shareholders are advised to refer to the Notice of the EGM and the Proxy Form that are enclosed with this Circular. The Proxy Form must be lodged at the Registered Office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, not less than forty-eight (48) hours before the time stipulated for holding the EGM. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time for lodging of the Proxy Form : Tuesday, 4 August 2015 at 9.45 a.m. Date and time of the EGM : Thursday, 6 August 2015 at 9.45 a.m. This Circular is dated 15 July 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act Application Board Bursa Securities Circular Completion Date Completion Period Disposal Consideration EGM EPS Hean Brothers Joint Completion SPA Land Land Code LGE or Purchaser LHG Holdings Listing Requirements Lot 153 Lot 463 Lot 464 Lot 465 Lot 6993 : Companies Act, 1965, including any amendments thereto that may be made from time to time : TT Trading has submitted at its own costs and expenses to the relevant authorities an application to convert the category of land use of Lot 465 from nil to building and the current vacant land usage to commercial : The Board of Directors of See Hup : Bursa Malaysia Securities Berhad ( W) : This circular to the shareholders of See Hup dated 15 July 2015 in relation to the Proposed Disposal : Six (6) months from 20 April 2015 or three (3) months from the Unconditional Date, whichever is later : Completion of the Proposed Disposal in accordance with the terms and conditions of the SPA as disclosed in Section 2.5(d)(ii) of this Circular : Cash consideration of RM17,557, for the Proposed Disposal : Extraordinary General Meeting : Earnings per Share : Hean Brothers Holdings Sdn Bhd (76344-V) : The sale and purchase agreement dated 20 April 2015 as disclosed in Section 2.8 of this Circular between LGE and TT Trading in relation to the TT Trading Land : Lot Nos. 153, 463 and 464, all within Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang, held under Geran Mukim Nos. Hakmilik 33, 31 and 32 respectively : National Land Code : Loh Gim Ean Holdings Sdn Bhd (59779-W) : LHG Holdings Sdn Bhd ( D) : Bursa Securities Main Market Listing Requirements : Lot No. 153, Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang held under Geran Mukim No. Hakmilik 33 : Lot No. 463, Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang held under Geran Mukim No. Hakmilik 31 : Lot No. 464, Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang held under Geran Mukim No. Hakmilik 32 : Lot No. 465, Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang held under Geran Mukim No. Hakmilik 34 Lot No. 6993, Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang held under Geran Mukim No. Hakmilik 351

3 DEFINITIONS (Cont d) LPD MPSP NA NBV PAT Proposed Disposal RM and sen See Hup or Company See Hup Group or Group See Hup Share(s) or Share(s) See Hup Transport Settlement Date Shares : 30 June 2015, being the latest practicable date prior to the printing of this Circular : Majlis Perbandaran Seberang Perai : Net assets : Net book value : Profit after taxation : Proposed disposal by See Hup Transport of the Land to LGE for the Disposal Consideration : Ringgit Malaysia and sen, respectively : See Hup Consolidated Berhad ( V) : See Hup and its subsidiaries : Ordinary share(s) of RM1.00 each : See Hup Transport Company Sdn Bhd (3666-U) : The date the Disposal Consideration is satisfied and the payment of any late payment interest (if any) : Ordinary shares of RM1.00 each SPA : The sale and purchase agreement dated 20 April 2015 entered into between See Hup Transport and LGE in relation to the Proposed Disposal Shareholders Approval TT Trading TT Trading Land Unconditional Date Valuation Report Valuer : Obtaining the approval of the shareholders of See Hup : T.T. Trading Sdn Bhd (39959-P) : Lot 465 and 6993 all within Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang, held under Geran Mukim Nos. Hakmilik 34 and 351 respectively : The date of the receipt by LGE s solicitors of the certified true copy of the Shareholders Approval and an approval from the authorities on the Application : Valuation report dated 10 April 2015 prepared by the Valuer : Knight Frank Malaysia Sdn Bhd, being the independent registered valuer for the Land Any reference in this Circular to any enactment or guidelines is a reference to that enactment or guidelines 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 specified. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. Reference to persons shall include corporations, unless otherwise specified. Any discrepancies in the tables included in this Circular between the amount listed, actual figures and the totals thereof are due to rounding. All reference to you in this Circular are to the shareholders of See Hup.

4 TABLE OF CONTENTS PAGE CIRCULAR TO THE SHAREHOLDERS OF SEE HUP IN RELATION TO THE PROPOSED DISPOSAL CONTAINING:- 1. INTRODUCTION THE PROPOSED DISPOSAL Details of the Proposed Disposal Background Information on See Hup Transport and LGE Basis and Justification of Arriving at the Disposal Consideration Information on the Land Salient Terms and Conditions of the SPA Particulars of All Liabilities to be Assumed Utilisation of Proceeds Joint Completion to the SPA Cash Company or PN17 Company RATIONALE FOR THE PROPOSED DISPOSAL RISK FACTORS EFFECTS OF THE PROPOSED DISPOSAL Share Capital NA and Gearing Earnings and EPS Substantial Shareholders Shareholding APPROVALS REQUIRED HIGHEST PERCENTAGE RATIO ESTIMATED TIME FRAME FOR COMPLETION INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM DIRECTORS RECOMMENDATIONS OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING COMPLETION EGM FURTHER INFORMATION APPENDICES APPENDIX I VALUATION CERTIFICATE ON THE LAND APPENDIX II FURTHER INFORMATION NOTICE OF EGM...ENCLOSED PROXY FORM...ENCLOSED

5 SEE HUP CONSOLIDATED BERHAD (Company No V) (Incorporated in Malaysia) Registered Office:- Suite 16-1 (Penthouse Upper) Menara Penang Garden 42A, Jalan Sultan Ahmad Shah Penang 15 July 2015 Directors Lee Chor Min (Group Managing Director) Lee Hean Huat (Non-Independent Executive Director) Haji Shamsul Ariffin B. Mohd Nor (Non-Independent Executive Director) Haji Muhadzir Bin Mohd. Isa (Non-Independent Executive Director) Ng Shiek Nee (Independent Non-Executive Director) Mak Cheow Yeong (Independent Non-Executive Director) Lee Phay Chian (Independent Non-Executive Director) To: The shareholders of See Hup Consolidated Berhad Dear Sir/ Madam, PROPOSED DISPOSAL 1. INTRODUCTION On 20 April 2015, the Board announced that See Hup Transport, a wholly-owned subsidiary of See Hup, had on even date entered into the SPA for the Proposed Disposal. The purpose of this Circular is to provide you with the details and information pertaining to the Proposed Disposal and to seek your approval on the ordinary resolution to be tabled at the forthcoming EGM of the Company. The Notice of EGM together with the Proxy Form is enclosed in this Circular. SHAREHOLDERS OF SEE HUP 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 AT THE FORTHCOMING EGM. 1

6 2. THE PROPOSED DISPOSAL 2.1 Details of the Proposed Disposal The Proposed Disposal involves the disposal by See Hup Transport to LGE of the Land which encompasses a parcel of freehold land made up of three (3) adjoining plots measuring approximately 146,143 square feet or equivalent to approximately 13, square metres for the Disposal Consideration. 2.2 Background Information on See Hup Transport and LGE Background information on See Hup Transport See Hup Transport, a wholly-owned subsidiary of See Hup, was incorporated in Malaysia as a private limited company under the Companies Ordinances on 30 December 1959 under the name See Hup Transport Company Limited. It subsequently changed and assumed its present name on 15 April See Hup Transport s principal activities are transporter and general carrier of goods. The authorised share capital of See Hup Transport is RM5,000,000 comprising 5,000,000 Shares and as at the LPD, the issued and paid up share capital is RM2,400,000 comprising 2,400,000 Shares Background information on LGE LGE was incorporated in Malaysia under the Act as a private limited company on 1 July LGE is an investment holding company. The authorised share capital of LGE is RM250,000 comprising 120,000 Shares and 130,000 preference shares of RM1.00 each. As at the LPD, the issued and paid up share capital of LGE is RM126,948 comprising 616 Shares and RM126,332 comprising 126,332 preference shares of RM1.00 each. The Directors of LGE are Dato Dr Tan Chong Siang, Dato Sri Tan Hui Jing, Tan Hui Ming, Tan Hui Ching and Dr Tan Hui Ling. 2.3 Basis and Justification of Arriving at the Disposal Consideration The Disposal Consideration represents a premium of approximately RM5.56 million or 46.33% to the market value of the Land of RM12.0 million based on the valuation conducted on the Land by the Valuer using the comparison method of valuation on 6 April Please refer to the Valuation Certificate in Appendix 1 of this Circular for further details on the valuation of the Land. The Disposal Consideration was arrived at on a willing-buyer willing-seller basis after taking into account the independent valuation on the Land and after taking into consideration the following:- (a) (b) The Land is land-locked without an access road; and the Disposal Consideration represents a premium of approximately RM5.56 million or 46.33% to the market value of the Land of RM12.0 million. Further details of the NBV of the Land are as disclosed in Section 2.4 of this Circular. The Disposal Consideration shall be satisfied in the manner as disclosed in Section 2.5(d) of this Circular. 2

7 2.4 Information on the Land The Land is located off Jalan Baru and is located approximately six (6) kilometres due South-East from the Butterworth Ferry Terminal and Railway Station. As per the Government Revenue Survey Sheet No. 12-D-I prepared by Jabatan Ukur dan Pemetaan Negeri Pulau Pinang, the Land does not enjoy any legal access. Properties located within the immediate vicinity are generally mixed in nature with a combination of residential, industrial and commercial developments. The Land is located further to the south of the township of Seberang Jaya, which is the first comprehensive project in Seberang Perai undertaken by the Penang Development Corporation (PDC). This township comprises residential properties, factories, shopoffices, the District Hospital Complex, the State Road Transport Department, Police Station, the Penang State Library, the Immigration Department, the KWSP Office Building, the Sony Sports Complex and the Expo site. The Land consists of three (3) contiguous lots and together form a near rectangular shaped site with a combined land area of approximately 146,143 square feet or equivalent to 13, square metres. Lot 153 and Lot 464 were acquired by See Hup Transport on 1 August 2007 at an aggregate cost of approximately RM2.30 million. Lot 463 was acquired by See Hup Transport on 5 October 2007 at approximately RM0.99 million. The Land was subsequently fair valued at approximately RM5.08 million on 1 April 2011 upon the adoption of the Malaysian Financial Reporting Standards pursuant to the preparation of the financial statements of See Hup Transport. The Land recorded a NBV of approximately RM5.08 million based on the audited statements of the financial position of See Hup Transport as at 31 March The Land is presently being used as a lorry depot and truck servicing facility. Upon the completion of the Proposed Disposal, See Hup Transport will move its lorry depot and truck servicing facility to a new location in Seberang Jaya Industrial Park, which is owned by See Hup Transport. Further information on the Land is as set out below:- Title Details Lot 153 Lot 463 Lot 464 Geran Mukim 33, Lot 153, within Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang Geran Mukim 31, Lot 463, within Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang Geran Mukim 32, Lot 464, within Mukim No. 1, Daerah Seberang Perai Tengah, Pulau Pinang Land Area (Square Metre) 5, , , Category of Land Use Nil Nil Building NBV as at 31 March 2014 (RM) Market Value (RM) 1,900,000 1,920,000 1,260,000 RM12.0 million Independent Registered Knight Frank Malaysia Sdn Bhd Valuer Date of Valuation 6 April 2015 Method of Valuation Tenure Registered Owner Existing Use Encumbrances Comparison method Freehold See Hup Transport Lorry depot and truck servicing area Nil 3

8 The express conditions for the Land are as follows:- Land Lot 153 and Lot 463 Express Conditions First grade. The land comprised in this title:- (a) shall not be affected by any provision of the Land Code limiting the compensation payable on the exercise by the State Authority of a right of access or use conferred by Chapter 3 of Part Three of the Land Code or on the creation of a collector's right of way; and (b) subject to the implied condition that the land is liable to be re-entered if it is abandoned for more than three years, shall revert to the State only if the proprietor for the time being dies without heirs; and the title shall confer the absolute right to all forest produce and to all oil, mineral and other natural deposits on or below the surface of the land (including the right to work or extract any such produce or deposit and remove it beyond the boundaries of the land). Lot 464 (a) The land is to be used for residential purposes only (for residential plots in the subdivided plan approved by MPSP); (b) The land is to be used for commercial purposes only (for shophouses plots in the subdivided plan approved by MPSP); (c) The land is to be used for septic tank/ electrical sub-station/ multi-purpose hall/ mosque and others only (in accordance with the subdivided plan approved by MPSP); and (d) The building plan must be as approved by MPSP. 2.5 Salient Terms and Conditions of the SPA The salient terms and conditions of the SPA include, amongst others, the following:- (a) The Proposed Disposal is conditional upon and subject to the fulfilment of the following conditions:- (i) (ii) (iii) (iv) (v) (vi) See Hup Transport deducing a good and registrable title to the Land; The Land shall be free from all encumbrances but subject to all conditions of title whether express or implied contained in the document of title; Any defect in the title to the Land shall be rectified and perfected by See Hup Transport at its own cost and expense; The Land is sold with vacant possession and on an as is where is basis; The fulfilment of the conditions precedent as stated in the Joint Completion SPA as disclosed in Section 2.5 (c) of this Circular; and The Unconditional Date. 4

9 (b) (c) The SPA and the Joint Completion SPA shall be completed concurrently. The details of the Joint Completion SPA are disclosed in Section 2.8 of this Circular. Conditions precedent in the Joint Completion SPA (the details of the Joint Completion SPA are disclosed in Section 2.8 of this Circular):- (i) (ii) (iii) (iv) LGE shall complete the purchase of the Land and TT Trading Land concurrently and in the event the purchaser defaults in the balance of the payment price in respect of TT Trading Land, See Hup Transport shall be at liberty to terminate the SPA and to exercise its right of forfeiture under Section 2.5 (f) of this Circular; See Hup Transport obtaining the Shareholders Approval for the Proposed Disposal within six (6) months from the date of this SPA; To obtain approval for the Application within nine (9) months from the date of this SPA failing which TT Trading shall be entitled to an automatic extension of three (3) months. In the event TT Trading fails to obtain the approval for the Application within the abovesaid twelve (12) months, the purchase price for Lot 465 shall be reduced to RM100 per square foot from the current RM150 per square foot; and Upon the Settlement Date, LGE shall give an option to See Hup Transport to rent the Land and TT Trading Land respectively from LGE for a period of six (6) months from the Settlement Date, with an option to renew for a further six (6) months subject to the total monthly rental of RM20,000 per month. (d) The Disposal Consideration shall be satisfied in the followings manner:- (i) (ii) RM3,511, has been paid as deposit and part payment towards the Disposal Consideration, of which RM175, has been paid prior to execution of the SPA on 24 October 2014 as earnest deposit. The balance of RM3,335, was paid on the execution of the SPA and RM526, was retained by LGE s solicitors being 3% of the Disposal Consideration for the Real Property Gains Tax for remission to the Inland Revenue Board; and RM14,046, being balance of the deposit shall be paid to See Hup Transport s solicitors within a period of six (6) months from the date of the SPA or three (3) months from the Unconditional Date (whichever is later) ( Completion Period ) failing which See Hup Transport shall grant an automatic extension of one (1) month to LGE subject to LGE paying See Hup Transport late payment interest at the rate of six per centum (6%) per annum calculated on a daily basis from the next day after the expiry of the Completion Period till the date of actual payment of the balance of the Disposal Consideration to See Hup Transport or See Hup Transport s solicitors. (e) In the event See Hup Transport shall breach any terms and conditions in the SPA, LGE shall on performing all the terms and conditions, and stipulations herein contained on LGE s part to be performed be entitled either to the remedy at law for specific performance against See Hup Transport and to all relief flowing there from or to terminate the SPA and claim damages. [ THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ] 5

10 (f) In the event LGE refuses to pay the balance or any part thereof of the Disposal Consideration in accordance with the terms of the SPA, the sum of RM1,755, only shall be forfeited absolutely to See Hup Transport as agreed liquidated damages and See Hup Transport shall within fourteen (14) days from the date of such default refund to LGE all other sum or sums paid by LGE towards the account of the Disposal Consideration free of interest. Upon such refund being made, the SPA shall come to an end and become null and void and of no further effect and neither party shall have any claim whatsoever against the other under or in respect of the SPA and See Hup Transport shall have the right to resell the Land to such person in such manner at such price and on such terms as See Hup Transport may think fit and LGE shall have no right to any part of the consideration thereby arising. In the event of default by See Hup Transport and LGE opt for termination of the SPA, LGE will have to claim damages through the court. In such circumstances, See Hup Transport will have to appoint a lawyer to be represented in the court and therefore, the legal fees shall be borne by See Hup Transport. The court will decide on the amount of damages to be paid to LGE and whether See Hup Transport will have to bear LGE's costs and expenses incurred in bringing legal action against See Hup Transport. 2.6 Particulars of All Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by LGE pursuant to the Proposed Disposal. 2.7 Utilisation of Proceeds The gross proceeds of approximately RM17.56 million to be received from the Proposed Disposal are intended to be utilised in the following manner:- Note Description of Utilisation Timeframe for Utilisation From the Completion Date Amount RM 000 (a) General working capital purposes Within six (6) months 17,298 (b) Estimated expenses relating to the Proposed Disposal Immediate 260 Gross proceeds to be raised 17,558 Notes:- (a) The proceeds amounting to approximately RM17.30 million are intended to be utilised for the See Hup Group s working capital requirements which include but is not limited to, the See Hup Group s potential expansion of existing business, payment of trade creditors and operating/administrative expenses. The expansion of existing business includes but not limited to, the expansion of the logistics business, warehousing, lorry service and maintenance depot and increasing the See Hup Group s fleet of trucks as well as upgrading/increasing the capacity of warehousing facilities. The operating expenses, include but are not limited to the purchase of operating consumables (i.e. petrol, diesel and spare parts). The administrative expenses include office operating expenses, payroll expenses, professional and consultancy fees as well as advertising and marketing promotions expenses. The proceeds to be utilised for each component of working capital are subject to the operating requirements of the See Hup Group at the time of utilisation and therefore has not been specifically determined at this juncture. (b) The proceeds amounting to approximately RM0.26 million are expected to be utilised to defray the professional fees and fees payable to the relevant authorities, expenses to convene EGM, printing, despatch and advertising expenses as well as other miscellaneous expenses relating to the Proposed Disposal. In the event that the actual expenses for the Proposed Disposal are higher than budgeted, the deficit will be funded out of the proceeds allocated for the See Hup Group s working capital requirements. Conversely, if the actual expenses for the Proposed Disposal are lower than budgeted, the excess will be utilised for the See Hup Group s working capital requirements. 6

11 2.8 Joint Completion to the SPA Simultaneously, on 20 April 2015, LGE entered into the Joint Completion SPA with TT Trading to purchase the TT Trading Land. The salient terms and conditions of the Joint Completion SPA are disclosed in Section 2.5 (c) of this Circular. Further details on the relationship between See Hup and TT Trading are set out in Section 9 of this Circular Background information on TT Trading TT Trading was incorporated in Malaysia under the Act as a private limited company on 14 June 1978 and is principally involved in property investment. The authorised share capital of TT Trading is RM5,000,000 comprising 5,000,000 Shares and as at the LPD, the issued and paid up share capital is RM355,000 comprising 355,000 Shares. The shareholders and Directors of TT Trading are as set out below:- Name TT Trading as at the LPD See Hup as at the LPD Direct Indirect Direct Indirect No. Shares % No. Shares % No. Shares % No. Shares % Shareholders Lee Poh Holdings Sdn Bhd 140, Hean Brothers 125, ,320, LHG Holdings 60, ,606, Chow Yun Kiau 20, Dato Lee Hean Guan 10, ,146, (a) 11,927, Total 355, Directors of TT Trading Datin Chan Kooi Cheng ,067, (b) 3,606, Yeap Yi Fong , Notes:- (a) (b) Held through Hean Brothers and LHG Holdings. Held through LHG Holdings. As tabulated above:- (i) (ii) (iii) Hean Brothers and LHG Holdings are the major shareholders of TT Trading and See Hup; Dato Lee Hean Guan is a shareholder of TT Trading and major shareholder of See Hup; and Datin Chan Kooi Cheng is a Director of TT Trading and a major shareholder of See Hup. 7

12 2.8.2 Details of the TT Trading Land The TT Trading Land is situated on the southern side of Jalan Baru in the locality of Prai and is adjacent to the Land. It is situated approximately 9 km south-east of the Butterworth Ferry Terminal Complex and adjoining to an ongoing development project known as Pinang Laguna Water Park Condo. TT Trading has submitted the Application on 10 February 2015 and the approval from the relevant authority has been obtained on 30 June 2015 with an additional premium of RM1,403, to be paid by TT Trading. The TT Trading Land comprises two (2) contiguous lots, Lot 465 and Lot 6993 with land area of approximately 5, square metres and 0.14 hectares, respectively and has a direct frontage of approximately metres onto Jalan Baru. The terrain is generally flat and lies at about the level of Jalan Baru. The express conditions for the TT Trading Land are as follows:- Land Lot 6993 Express Conditions Category of land use - Nil (First Grade) (a) (b) The land shall not be affected by any provision of the Land Code limiting the compensation payable on the exercise by the State Authority of a right of access or use conferred by Chapter 3 of Part Three of the Land Code or on the creation of a collector s right of way; and Subject to the implied condition that land is liable to be re-entered if it is abandoned for more than three years, shall revert to the State only if the proprietor for the time being dies without heirs; and the title shall confer the absolute right to all forest produce and to all oil, mineral and other natural deposits on or below the surface of the land (including the right to work or extract any such produce or deposit and remove it beyond the boundaries of the land). Lot 465* Category of land use - Nil (a) The land shall not be affected by any provision of the Land Code or any other written law prohibiting mining or the removal of specified materials beyond the boundaries of the land; and (b) The land shall not be affected by any provision of the Land Code limiting the compensation payable on the creation of a collector s right of way to compensation for damage in respect of trees, crops or buildings. Note:- * As per the approval letter dated 30 June 2015 from the relevant authority, Lot 465 has been approved for conversion to the category of building with the following conditions:- (a) The land is to be used for commercial building only (for commercial plots as per subdivided plan as approved by MPSP); and (b) The plan must be as approved by MPSP. The TT Trading Land is free from encumbrances. 8

13 TT Trading Land was acquired by TT Trading in The NBV of the TT Trading Land based on the audited statements of the financial position of TT Trading as at 30 June 2014 was approximately RM0.48 million. 2.9 Cash Company or PN17 Company The Proposed Disposal will not result in See Hup becoming a cash company or a PN17 company, as defined under the Listing Requirements. 3. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal will enable the See Hup Group to unlock its capital resources from being tied up in long term assets thus allowing the See Hup Group to realise proceeds of approximately RM17.56 million. Further, the Land is being disposed off by the See Hup Group at a premium of approximately RM5.56 million or 46.33% to the market value of the Land. The Land which is presently being used as lorry depot and truck servicing facility by the See Hup Group is land-locked and access is only available through the adjoining TT Trading Land. With the Proposed Disposal, the See Hup Group will relocate its lorry depot and truck servicing facility to a new location in Seberang Jaya Industrial Park, which is owned by See Hup Transport. 4. RISK FACTORS The completion of the Proposed Disposal is subject to, inter-alia, the fulfilment of the conditions precedent and terms and conditions set out in the SPA and Joint Completion SPA. In addition the completion of the SPA is subject to the completion of the Joint Completion SPA concurrently. In the event of non-fulfilment of any conditions precedent, it may result in the SPA and Joint Completion SPA being terminated and See Hup Transport may not be able to enjoy the resultant benefits from the Proposed Disposal. See Hup Transport will take all reasonable steps to ensure that the said conditions precedent and terms and conditions are met to facilitate the Proposed Disposal. Nonetheless, there can be no assurance that the SPA will not be terminated through the non-fulfilment of certain conditions precedent and terms and conditions. Save as disclosed above, the Board does not foresee any additional risk that the See Hup Group may be exposed to pursuant to the Proposed Disposal. 5. EFFECTS OF THE PROPOSED DISPOSAL The expected effects of the Proposed Disposal on the share capital, NA, gearing, earnings and EPS, and the substantial shareholders shareholding of the Company and/or the Group (whichever applicable) are set out below for illustration purposes only:- 5.1 Share Capital There shall be no change in the issued and paid-up share capital of See Hup as no new Shares will be issued pursuant to the Proposed Disposal. 5.2 NA and Gearing Based on the audited consolidated financial statements of See Hup as at 31 March 2014, the proforma effects of the Proposed Disposal on the NA per Share and gearing of the See Hup Group based on the assumption that the Proposed Disposal had been effected on 31 March 2014 are as follows:- 9

14 Group Level Audited as at RM 000 After the Proposed Disposal RM 000 Share capital 47,875 47,875 Reserves 11,161 (a) 23,381 Shareholders equity/ NA 59,036 71,256 No. of Shares 51,464 51,464 NA per Share (RM) Total borrowings (RM 000) 23,381 23,381 Gearing ratio (times) Note:- (a) After including the gain on disposal of approximately RM12.22 million as disclosed in Section 5.3 of this Circular and the estimated expenses of approximately RM0.26 million as set out in Section 2.7 of this Circular in relation to the Proposed Disposal. 5.3 Earnings and EPS The Proposed Disposal is expected to result in a gain on disposal of approximately RM12.22 million based on the audited NBV of the Land of approximately RM5.08 million as at 31 March 2014 and after deducting estimated expenses relating to the Proposed Disposal of approximately RM0.26 million. Barring unforeseen circumstances, the Proposed Disposal is expected to contribute positively to the earnings of the See Hup Group when the benefits of the utilisation of proceeds are realised. Based on the audited consolidated financial statements of See Hup for the financial year ended 31 March 2014, the proforma effects of the Proposed Disposal on the earnings and net EPS of See Hup Group, assuming that the Proposed Disposal had been effected at the beginning of the said financial year are as follows:- Group Level Audited as at RM 000 After the Proposed Disposal RM 000 Profit after taxation excluding minority interests ,496 No. of Shares in issue 51,464 51,464 Net EPS (sen) Substantial Shareholders Shareholding There will be no change to the substantial shareholders' shareholdings of See Hup as no new Shares will be issued. 6. APPROVALS REQUIRED The Proposed Disposal is subject to and conditional upon approvals being obtained from the following:- (a) (b) the shareholders of See Hup at an EGM to be convened; and any other relevant authorities and/or parties, if required. The Proposed Disposal is not conditional upon any other corporate exercise undertaken or to be undertaken by the See Hup Group. 10

15 7. HIGHEST PERCENTAGE RATIO The highest percentage ratio as set out in Paragraph 10.02(g) of the Listing Requirements is approximately 29.69%. 8. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Board expects the Proposed Disposal to be completed in the fourth quarter of The estimated timeframe for the completion of the Proposed Disposal is as follows:- Event Tentative Timeline Approval of the shareholders of See Hup at the forthcoming EGM Early August 2015 Payment of the balance of the Disposal Consideration 4 th quarter of 2015 Completion of the Proposed Disposal in accordance with the terms and conditions of the SPA 4 th quarter of INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders and/or persons connected to the Directors and/or major Shareholders of See Hup have any interest, either direct or indirect, in the Proposed Disposal. Certain Directors and major shareholders of See Hup are deemed interested in the Proposed Disposal by virtue of the Joint Completion SPA as set out below. The direct and indirect shareholdings of the interested Directors and/or major shareholders and/or persons connected to the Directors and/or major shareholders of See Hup as at the LPD are as follows:- The direct and indirect interest of the interested Directors and/or major shareholders of See Hup as at LPD are as follows:- Name Shareholdings in See Hup as at the LPD Direct Indirect No. Shares % No. Shares % Director and Major Shareholder Lee Chor Min 500, Lee Hean Huat 581, (a) 8,320, Major Shareholders Hean Brothers 8,320, Dato Lee Hean Guan 6,146, (b) 11,927, LHG Holdings 3,606, Datin Chan Kooi Cheng 3,067, (c) 3,606,

16 Notes:- (a) (b) (c) Deemed interested by virtue of his substantial shareholding in Hean Brothers. Deemed interested by virtue of his substantial shareholding in Hean Brothers and LHG Holdings. Deemed interested by virtue of her substantial shareholding in LHG Holdings. The Directors and shareholders of TT Trading are as disclosed in Section of this Circular. None of the Directors and/or major shareholders and/or persons connected to the Directors and/or major Shareholders of See Hup have any interest, either direct or indirect, in the Proposed Disposal. However, certain Directors and major shareholders of See Hup are deemed interested in the Proposed Disposal by virtue of the Joint Completion SPA as set out below:- (i) (ii) (iii) (iv) (v) Hean Brothers and LHG Holdings are the major shareholders of both See Hup and TT Trading; Lee Chor Min is the Group Managing Director of See Hup and a Director of LHG Holdings. He is also a shareholder of See Hup and a major shareholder of LHG Holdings; Lee Hean Huat is a Director and major shareholder of both See Hup and Hean Brothers. He is a major shareholder of See Hup by virtue of his substantial shareholding in Hean Brothers; Dato Lee Hean Guan is a major shareholder of See Hup and a shareholder of TT Trading. He is a major shareholder of See Hup via his substantial shareholding in See Hup and by virtue of his substantial shareholding in both Hean Brothers and LHG Holdings. He is also a Director of both Hean Brothers and LHG Holdings; and Datin Chan Kooi Cheng is a major shareholder of See Hup and a Director of TT Trading. She is a major shareholder of See Hup by virtue of her substantial shareholding in LHG Holdings. She is also a Director of LHG Holdings. Lee Chor Min is an interested Director and Lee Hean Huat is an interested Director and major shareholder (collectively referred to as the Interested Directors ) whereas Hean Brothers, LHG Holdings, Dato Lee Hean Guan and Datin Chan Kooi Cheng are interested major shareholders (collectively referred to as the Interested Shareholders ). The aforementioned Interested Directors and Interested Shareholders are deemed interested in the Proposed Disposal by virtue of the Joint Completion SPA. The Interested Directors have abstained and will continue to abstain from all Board s deliberations and voting on the resolution pertaining to the Proposed Disposal. The Interested Directors and/or Interested Shareholders and/or persons connected to them will abstain from voting in respect of their direct and/or indirect shareholdings on the resolution pertaining to the Proposed Disposal at the forthcoming EGM. The Interested Directors and/or Interested Shareholders have undertaken to ensure that persons connected to them (if any) will abstain from voting in respect of their direct and/or indirect shareholdings in See Hup (if any) in relation to the Proposed Disposal at the forthcoming EGM. 10. DIRECTORS RECOMMENDATIONS The Board (save for Lee Chor Min and Lee Hean Huat), having considered all aspects of the Proposed Disposal and in particular to the rationale for the Proposed Disposal set out in Section 3 of this Circular is of the opinion that the Proposed Disposal is in the best interest of the See Hup Group and is not detrimental to the shareholders of See Hup and accordingly, the Board (save for Lee Chor Min and Lee Hean Huat) recommends that you vote in favour of the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM. 12

17 11. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING COMPLETION As at the LPD, save for the Proposed Disposal, there are no other proposals which have been announced but pending implementation. 12. EGM The Notice convening the EGM together with the Form of Proxy are enclosed within this Circular. The EGM will be held at Georgetown City Hotel, Berjaya Hall 3 (Level 7), 1-Stop Midlands Park, Jalan Burmah, Penang on Thursday, 6 August 2015 at 9.45 a.m. for the purpose of considering and, if thought fit, passing the resolution to give effect to the Proposed Disposal. If you are unable to attend and vote in person at the EGM, please complete, sign and return the enclosed Proxy Form for the EGM in accordance with the instruction thereon, to reach the Company s Registered Office at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang not less than forty-eight (48) hours before the time stipulated for holding the EGM or at any adjournment thereof. The lodgement of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. 13. FURTHER INFORMATION Shareholders are advised to refer to the attached Appendices in this Circular for further information. Yours faithfully for and on behalf of the Board of SEE HUP CONSOLIDATED BERHAD Lee Phay Chian Independent Non-Executive Director 13

18 APPENDICES

19 APPENDIX I VALUATION CERTIFICATE ON THE LAND 14

20 APPENDIX I VALUATION CERTIFICATE ON THE LAND (Cont'd) 15

21 APPENDIX I VALUATION CERTIFICATE ON THE LAND (Cont'd) 16

22 APPENDIX I VALUATION CERTIFICATE ON THE LAND (Cont'd) 17

23 APPENDIX I VALUATION CERTIFICATE ON THE LAND (Cont'd) 18

24 APPENDIX II FURTHER INFORMATION 19

25 APPENDIX II FURTHER INFORMATION 1. RESPONSIBILITY STATEMENTS This Circular has been reviewed and approved by the Board who collectively and individually accept full responsibility for the accuracy of the information given. The Board hereby confirms that after making all reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular false or misleading. 2. CONSENTS AND DECLARATION OF CONFLICT OF INTEREST The Valuer has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name, valuation certificate and all references thereto in the form and context in which they appear in this Circular. Further thereto, the Valuer has also given its written confirmation that it is not aware of any conflict of interest which exists or is likely to exist in its role as the Valuer in respect of the Proposed Disposal. 3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES There is no material commitment incurred or known to be incurred as at the LPD that has not been provided for which upon becoming enforceable, may have a material impact on the results or financial position of the See Hup Group. Save as disclosed below, there is no other contingent liabilities incurred or known to be incurred by the See Hup Group which upon becoming enforceable may have a material impact on the profits or NA of the See Hup Group:- Nature of Contingent Liabilities Corporate Guarantees to financial institutions as security for facilities granted to certain subsidiaries Group RM , MATERIAL CONTRACTS Save for the SPA, there are no other material contracts, not being contracts entered into in the ordinary course of business, which have been entered into by See Hup and/or its subsidiaries within the two (2) years immediately preceding the date of this Circular. [ THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ] 20

26 APPENDIX II FURTHER INFORMATION (Cont'd) 5. MATERIAL LITIGATION, CLAIMS AND ARBITRATION The Board has confirmed that the See Hup Group is not engaged in any material litigation, claims and arbitration either as plaintiff or defendant, and the Directors do not have any knowledge of any proceedings, pending or threatened, against the See Hup Group or of any facts likely to give rise to any proceedings which might materially affect the position or business of the See Hup Group. Further, the Board has confirmed that there is no litigation on the Land. 6. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office of See Hup during normal office hours on Monday to Friday (except public holidays), falling from the date of this Circular up to and including the date of the forthcoming EGM:- (a) (b) (c) (d) (e) (f) (g) the Memorandum and Articles of Association of See Hup; the SPA; the audited consolidated financial statement of See Hup for the past two (2) financial years ended 31 March 2013 and 2014; the unaudited consolidated financial statements of See Hup for the financial year ended 31 March 2015; the Valuation Report; the valuation certificate dated 10 April 2015 referred to in Appendix I of this Circular; and the letter of consent referred to in Section 2 of this Appendix II. 21

27 SEE HUP CONSOLIDATED BERHAD (Company No V) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of See Hup Consolidated Berhad will be held at Georgetown City Hotel, Berjaya Hall 3 (Level 7), 1-Stop Midlands Park, Jalan Burmah, Penang on Thursday, 6 August 2015 at 9.45 a.m. for the purpose of considering and if thought fit, passing with or without modifications the following resolution:- ORDINARY RESOLUTION PROPOSED DISPOSAL BY SEE HUP TRANSPORT COMPANY SDN BHD ( SEE HUP TRANSPORT ), A WHOLLY-OWNED SUBSIDIARY OF SEE HUP CONSOLIDATED BERHAD, OF THREE (3) ADJOINING LOTS OF DEVELOPMENT LAND KNOWN AS LOT NOS. 153, 463 AND 464, ALL WITHIN MUKIM NO. 1, DAERAH SEBERANG PRAI TENGAH, PULAU PINANG, HELD UNDER GERAN MUKIM NOS. HAKMILIK 33, 31 AND 32 RESPECTIVELY MEASURING IN TOTAL APPROXIMATELY 146,143 SQUARE FEET ( LAND ) FOR A CASH CONSIDERATION OF RM17,557, ( PROPOSED DISPOSAL ) THAT subject to the approvals being obtained from all relevant authorities and/or parties, approval be and is hereby given to the Company s wholly-owned subsidiary, See Hup Transport to dispose of the Land to Loh Gim Ean Holdings Sdn Bhd ( LGE ) for a total cash consideration of RM17,557,688.31, subject to the terms and conditions as stipulated in the Sale and Purchase Agreement dated 20 April 2015 entered into between See Hup Transport and LGE. AND THAT the Directors of the Company be and are hereby empowered and authorised to take all steps and to enter into and execute all other agreements, undertakings, indemnities, transfers, assignments and/or guarantees with any party or parties as the Directors may deem fit, necessary, expedient and/or appropriate in order to implement, finalise and give full effect to and complete the Proposed Disposal with full power to assent to any condition, revaluation, modification, variation and/or amendment as may be required by any relevant authorities and to do all such acts and things as they may consider necessary or expedient in the best interest of the Company." By Order of the Board, Tai Yit Chan (MAICSA ) Ong Tze-En (MAICSA ) Lau Yoke Leng (MAICSA ) Joint Company Secretaries Penang 15 July 2015

28 Notes:- 1. A member may appoint up to 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. If a Member appoints 2 proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 2. Where a member of the Company is an authorised nominee as defined under the Securities Industries (Central Depositories) Act 1991 ( SICDA ), it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. Where a member of the Company is an exempt authorized nominee which hold ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorized nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, either under corporation s seal or under the hand of an officer or attorney duly authorised. 5. To be valid, the proxy form must be deposited at the Company s Registered Office at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, not less than 48 hours before the time appointed for holding the meeting. 6. In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 29 July 2015 shall be eligible to attend the meeting or appoint proxy to attend and/or vote in his/her behalf.

29 SEE HUP CONSOLIDATED BERHAD (Company No V) (Incorporated in Malaysia) PROXY FORM NO. OF SHARES HELD I / We NRICNo of being a member of SEE HUP CONSOLIDATED BERHAD ( V) ("the Company"), do hereby appoint of or failing him, of or failing him, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Georgetown City Hotel, Berjaya Hall 3 (Level 7), 1-Stop Midlands Park, Jalan Burmah, Penang on Thursday, 6 August 2015 at 9.45 a.m. My/Our Proxy is to vote as indicated below:- RESOLUTION FOR AGAINST Ordinary Resolution Proposed Disposal Please indicate with an X in the space provided how you wish your vote to be cast. In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit. In case of a vote taken by a show of hands, the first-named Proxy shall vote on my/our behalf. In case of a vote taken by a show of hands, the first-named Proxy shall vote on my/our behalf. In the case of more than one proxy is appointed, the proportions of my/our shareholding to be represented by my/our proxies are as follows: First named Proxy % Second named Proxy % Total 100% Signed this day of Signature of Shareholder / Common Seal Notes:- 1. A member may appoint up to 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. If a Member appoints 2 proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 2. Where a member of the Company is an authorised nominee as defined under the Securities Industries (Central Depositories) Act 1991 ( SICDA ), it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. Where a member of the Company is an exempt authorized nominee which hold ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorized nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, either under corporation s seal or under the hand of an officer or attorney duly authorised. 5. To be valid, the proxy form must be deposited at the Company s Registered Office at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang, not less than 48 hours before the time appointed for holding the meeting. 6. In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 29 July 2015 shall be eligible to attend the meeting or appoint proxy to attend and/or vote in his/her behalf.