GLOBAL ORIENTAL BERHAD ( GOB or Company or Purchaser ) PROPOSED ACQUISITION OF REMAINING 35% EQUITY INTEREST IN PERWIRA NADI TRADING SDN BHD

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1 1. INTRODUCTION The Board of Directors of GOB wishes to announce that the Company had on 3 July 2015 entered into a share sale agreement ( SSA ) with Lee Kian Jin to acquire the remaining 35% equity interest comprising 721,000 ordinary shares of RM1.00 each ( Sale Shares ) in Perwira Nadi Trading Sdn Bhd ( PNT ) for a total cash consideration of RM27.00 million ( Purchase Consideration ) ( Proposed Acquisition ). On 1 April 2014, the Company had completed the acquisition of 65% equity interest in PNT. Upon the completion of the Proposed Acquisition, the Company will hold the entire equity interest in PNT. 2. DETAILS OF PROPOSED ACQUISITION 2.1 Information on PNT PNT was incorporated in Malaysia as a private limited company on 7 July 1988 under the Companies Act, The authorised capital of PNT is RM5,000, comprising 5,000,000 ordinary shares of RM1.00 each of which 2,060,000 ordinary shares have been issued and fully paid-up. The directors of PNT are Siti Tasnim binti Sulaiman, Wee Beng Aun and Ng Eek Meen. Other than engaged in general trading business, PNT had a wholly-owned subsidiary company, namely Perwira Nadi (M) Sdn Bhd ( PNM ). PNM is an appointed distributor of consumer housewares and related products. The principal business of PNT Group is the trading and distribution of kitchenware products namely Corelle, CorningWare, Visions, Pyrex, Rubbermaid, etc. in Malaysia. The audited consolidated profit after taxation of PNT and its subsidiary for the financial year ended 31 March 2014 amounted to RM10.09 million on the back of a revenue of RM44.67 million, while the audited consolidated net assets value of the PNT Group as at 31 March 2014 stood at RM30.25 million based on the audited consolidated financial statements of PNT Group for the financial year ended 31 March Information on the Vendor The vendor for the Proposed Acquisition is Lee Kian Jin ( the Vendor ), who is the holder of the remaining 35% of equity interest in PNT. Page 1 of 5

2 2.3 Basis of Consideration The purchase consideration of RM27.00 million which represents approximately RM37.45 per PNT share was arrived at on a willing buyerwilling seller basis after taking into consideration earnings potential of the PNT Group based on a price-to-earnings multiple of approximately 7.6 times on the earnings per share of RM4.90 per PNT share derived from the consolidated profit after taxation of PNT Group of RM10.09 million as per audited financial statements of PNT Group for the financial year ended 31 March Terms of Payment The total consideration amounting to RM27.00 million shall be payable by the Company to the Vendor in the following manner:-: RM million i) Deposit to be paid upon the execution of SSA 0.54 ii) Balance Purchase Consideration is to be paid upon completion Salient Terms of the SSA A. Agreement for Sale Subject to the terms and conditions of the SSA, the Vendor shall sell with full title guarantee and the Purchaser shall purchase the Sale Shares free from all liens, charges and encumbrances and together with all rights and benefits that attach (or may in future attach) to them with effect from completion for the Purchase Consideration. B. Termination If the Purchaser determines or rescinds the SSA under any of its provisions or under general law for reasons attributable to the Vendor s neglect or default then, in addition to any right or remedy which it may have against the Vendor for breach of the SSA or the warranties therein: i) any monies paid to the Vendor by the Purchaser pursuant to the SSA shall be refunded to the Purchaser without interest; and Page 2 of 5

3 ii) the Vendor shall indemnify the Purchaser for all costs, charges and expenses incurred by it in connection with the negotiation, preparation and determination or rescission of the SSA and all matters which it contemplates. 2.6 Liabilities to be assumed by GOB There is no liability, including contingent liability and guarantee, to be assumed by GOB pursuant to the Proposed Acquisition. 2.7 Source of funding The Proposed Acquisition would be funded by internally generated funds and bank borrowings. The proportion of borrowing and internally generated funds will be decided at a later stage. 3. RATIONALE GOB, being an established property development company, is always looking for other business opportunities for growth and to diversify its revenue stream. After considering PNT's potential earnings, the Proposed Acquisition presents an opportunity for the Group to consolidate PNT as its wholly-owned subsidiary company in order to fully account for the revenue and profits of PNT Group. Moreover, with full control of PNT, GOB would have full flexibility to manage the operations and business strategies of PNT Group. 4. FINANCIAL EFFECTS 4.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital of GOB and the shareholdings of the substantial shareholders of GOB. 4.2 Net Assets The Proposed Acquisition will not have any material effect on the net assets of GOB Group. Page 3 of 5

4 4.3 Earnings The Proposed Acquisition will not have any material impact on the earnings of the GOB Group for the financial year ending 31 March Nevertheless, the Proposed Acquisition is expected to contribute positively to the future earnings of GOB Group. 4.4 Gearing As set out in section 2.7 herein, the amount of bank borrowings to be taken up by GOB to part finance the Proposed Acquisition has not been determined to-date. For illustration purposes, based on the latest audited consolidated financial statements of the GOB Group for the financial year ended 31 March 2014 and the assumption that RM16.20 million representing 60% of the total consideration is financed through bank borrowings, the proforma net gearing position of the Group as at 31 March 2014 would have increased from 0.76 times to 0.82 times. 5. APPROVALS REQUIRED The Acquisition is not subject to approval from any other regulatory authority. The Proposed Acquisition is also not subject to the approval of the shareholders of GOB. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors and/or major shareholders of GOB and/or persons connected with them have any interest, direct or indirect, in the Proposed Acquisition. 7. DIRECTORS RECOMMENDATION The Directors of GOB, having considered all aspects of the Proposed Acquisition, are of the opinion that the Proposed Acquisition is in the best interest of the Company. Page 4 of 5

5 8. OTHER MATTERS 8.1 Estimated timeframe for completion The Proposed Acquisition is expected to be completed by October Percentage Ratio The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) Chapter 10 of the Listing Requirements is 9.26%. 8.3 Documents available for inspection The SSA is available for inspection at the registered office of GOB at No. 1, Jalan Putra Permai 1A, Taman Equine, Seri Kembangan, Selangor Darul Ehsan during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 3 July 2015 Page 5 of 5