PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN PTS IMPRESSION SDN BHD ( PTSI ) ( PROPOSED ACQUISITION OF PTSI ); AND

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1 YONG TAI BERHAD ( YTB OR THE COMPANY ) (I) (II) (III) PROPOSED ACQUISITION OF APPROXIMATELY 17 ACRES OF SEAFRONT LAND ( IMPRESSION LAND ) LOCATED IN KAWASAN BANDAR VI, DISTRICT OF MELAKA TENGAH, MELAKA ( PROPOSED ACQUISITION OF IMPRESSION LAND ); PROPOSED ESTABLISHMENT OF A JOINT DEVELOPMENT ARRANGEMENT TO JOINTLY DEVELOP APPROXIMATELY 100 ACRES OF LEASEHOLD LAND LOCATED ADJACENT TO THE IMPRESSION LAND (HEREINAFTER REFERRED TO AS MELAKA JV LAND ), ALL OF WHICH ARE LOCATED IN KAWASAN BANDAR VI, DISTRICT OF MELAKA TENGAH, MELAKA ( PROPOSED MELAKA JV ); PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN PTS IMPRESSION SDN BHD ( PTSI ) ( PROPOSED ACQUISITION OF PTSI ); AND (IV) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN YUTEN DEVELOPMENT SDN BHD ( YUTEN ) ( PROPOSED ACQUISITION OF YUTEN ) (COLLECTIVELY REFERRED TO AS THE PROPOSALS ) 1. INTRODUCTION We refer to the announcement dated 3 August 2015 in relation the memorandums of understanding ( MOUs ) for the Proposals. On behalf of the Board of Directors of YTB ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) wishes to announce the following: Proposed Acquisition of Impression Land YTB Impression Sdn Bhd ( YTB Impression ), a wholly-owned subsidiary of YTB, had entered into a conditional Sale and Purchase Agreement dated 26 October 2015 with Admiral City Sdn Bhd ( Admiral City ) for the Proposed Acquisition of Impression Land for a cash consideration of RM37,026,000 ( Impression Land SPA ); Proposed Melaka JV YTB Impression had entered into a conditional Joint Development Agreement dated 26 October 2015 with Admiral City and its subsidiaries, namely, Oceancove Development Sdn Bhd ( Oceancove ), Oceanfront Development Sdn Bhd ( Oceanfront ) and Strategic Property Sdn Bhd ( Strategic Property ) for the Proposed Melaka JV ( Melaka JDA ); (iii) Proposed Acquisition of PTSI YTB had entered into a conditional Sale and Purchase Agreement dated 26 October 2015 with PTS Properties Sdn Bhd ( PTS Properties ), Boo Kuang Loon and Apple Impression Sdn Bhd (collectively, the PTSI Vendors ) for the Proposed Acquisition of PTSI ( PTSI SPA ) for a cash consideration of RM3,000,000; and (iv) Proposed Acquisition of Yuten YTB had entered into a conditional Share Sale Agreement dated 26 October 2015 with Sia Chien Vui, Dato Sri Lee Ee Hoe and PTS Properties (collectively, the Yuten Vendors ) for the Proposed Acquisition of Yuten ( Yuten SSA ) for a cash consideration of RM3,000,000. 1

2 The Company is still in negotiations with the vendors of Terrawest Resources Sdn Bhd ( Terrawest ) and Land & Build Sdn Bhd ( L&B ) in respect of the proposed acquisition of Terrawest and proposed acquisition of L&B and will make the relevant announcements in due course. Further details of the Proposals are set out in the ensuing sections. 2. PROPOSED ACQUISITION OF IMPRESSION LAND In accordance with the Impression Land SPA, Admiral City has agreed to sell and YTB Impression, a wholly-owned subsidiary of YTB, has agreed to purchase the Impression Land, free from all encumbrances on completion of the acquisition of the Impression Land and on an as is where is basis, for a cash consideration of RM37,026,000 ( Impression Land Purchase Consideration ). The Impression Land is intended for a proposed development of a theatre to produce and stage a live large scale tourism stage performance known as Impression Melaka. Please refer to Section 4 for further details. The Impression Land is a proposed new lot measuring approximately 17 acres (approximately 740,520 square feet) forming part of the existing four (4) parcels of land identified as HS(D) to for PT 2253 to PT 2256 respectively, all in Kawasan Bandar VI, District of Melaka Tengah, Melaka ( Grandwin Land ). The current registered owner of the Grandwin Land is Grandwin Development Sdn Bhd ( Grandwin ). Admiral City had signed a sale and purchase agreement on 15 November 2013 with Grandwin to acquire the Grandwin Land ( Grandwin SPA ). The Proposed Acquisition of Impression Land is conditional on, amongst others, the completion of the Grandwin SPA. Please refer to Appendix I of this Announcement for further information on the Impression Land. 2.1 Basis and justification for the Impression Land Purchase Consideration The Impression Land Purchase Consideration is calculated at the rate of RM50.00 per square foot ( psf ) and is arrived at on a willing buyer-willing seller basis after taking into consideration amongst others, the following:- market value of RM39.3 million for the Impression Land as appraised by IVPS Property Consultant Sdn Bhd ( Valuer ) as at the date of valuation of 5 October 2015 based on its letter dated 21 October 2015 using the comparison method; and the seafront and strategic location of the Impression Land which oversees the Straits of Melaka and situated approximately two (2) kilometres away from the Melaka city centre and the renowned Jonker Street, the development potential and prospect of the Impression Land as well as the property market in Melaka as set out in Section 7.2 below. 2.2 Other salient terms of the Impression Land SPA The other salient terms of the Impression Land SPA are as follows:- The Impression Land Purchase Consideration shall be satisfied in full in the following manner:- (a) the deposit of RM3,702,600, representing 10% of the Impression Land Purchase Consideration had been paid to Admiral City upon execution of the MOU on 3 August 2015; and 2

3 (b) subject to fulfilment of the conditions precedent set out in Section 2.2(iv) below, YTB Impression shall pay to Admiral City s solicitors as stakeholders, the balance Impression Land Purchase Consideration within three (3) months from the unconditional date of the Impression Land SPA. (iii) (iv) If YTB Impression fails to pay the balance of Impression Land Purchase Consideration or any part thereof on expiry of the period stipulated in Section 2.2(b) above, Admiral City agrees to grant YTB Impression an additional one (1) month extension period or such longer period as may be mutually agreed between the parties to pay such amount due, subject to a late payment interest of 8% per annum. In the event on issue of the new title for the Impression Land to Admiral City ( New Title ), it should be ascertained that the Impression Land is not 17 acres (or 740,520 square feet) as contemplated by the parties hereto, the Impression Land Purchase Consideration shall be adjusted up or down (as the case may be) at the agreed rate of RM50.00 only for each square foot of the Impression Land. Conditions precedent The Impression Land SPA is conditional upon the following conditions being fulfilled within a period of twelve (12) months from the date of the Impression Land SPA or such other mutually agreed date ( Cut-Off Date ):- (a) (b) (c) (d) (e) (f) (g) (h) (j) Grandwin SPA having been completed and the Grandwin Land duly transferred to Admiral City and registered in its name; the Melaka JDA having been signed; all conditions precedent of the Melaka JDA having been complied and fulfilled and the Melaka JDA becoming effective and unconditional; all approvals and/or consents of the appropriate authorities for YTB Impression to use the Impression Land for purpose for which it is intended to be used having been obtained on terms and conditions reasonably acceptable to YTB Impression; the Impression Land together with the Melaka JV Land having been approved for surrender and re-alienation on terms reasonably acceptable to YTB Impression; the New Title issued and duly registered in the name of Admiral City; the New Title having been issued on terms and conditions no less favourable to YTB Impression than that stated in the prevailing titles for the Grandwin Land unless YTB Impression expressly agrees otherwise in writing; state consent having been obtained for Admiral City to transfer the Impression Land to YTB Impression; the approval of the shareholders of YTB Impression and the shareholders of YTB, having been given for the transaction contemplated under the Impression Land SPA at an extraordinary general meeting ( EGM ); if required, the approval of the shareholders of the ultimate holding company of Admiral City having been given for the transaction contemplated under the Impression Land SPA at an EGM; and 3

4 (k) any other approval or consent as shall be necessary for the transactions contemplated under the Impression Land SPA. (v) (vi) The Impression Land SPA shall become unconditional and effective upon the last of the conditions precedent set out in Section 2.2 (iv) above being fulfilled. If any of the conditions precedent is not fulfilled by the Cut-Off Date, either party may terminate the Impression Land SPA whereupon the following shall take place in the following order: (a) (b) (c) Admiral City shall refund the deposit free of interest to YTB Impression; YTB Impression shall perform the termination obligations stated in the Impression Land SPA which includes, withdrawal of any caveat lodged by YTB Impression over the Impression Land and return of any transfer documents delivered by Admiral City with the interest of Admiral City in the Impression Land remaining intact; and Impression Land SPA shall be terminated and neither party shall have any claims against the other party save and except for antecedent breach. (vii) Admiral City shall simultaneously with the execution of the Impression Land SPA deliver vacant possession of the Impression Land to YTB Impression. (viii) Default by YTB Impression If at any time after the unconditional date: (a) YTB Impression fails to pay any part of the Impression Land Purchase Consideration in accordance with its obligations under the Impression Land SPA (save and except where any such failure is due or attributable to an act or default on Admiral City); (b) YTB Impression fails to perform any material obligation on its part as provided for in the Impression Land SPA (other than that provided in Section 2.2 (viii)(a) above); or (b) any of the representations or warranties of YTB Impression stipulated in the Impression Land SPA shall at any time be found to be incorrect in any material aspect, then Admiral City shall be entitled to terminate the Impression Land SPA by notice in writing to YTB Impression, whereupon, amongst others, Admiral City shall forfeit the deposit paid as agreed liquidated damages and, if paid, refund to YTB Impression all other amounts paid towards the Impression Land Purchase Consideration. (ix) Default by Admiral City If at any time after the unconditional date: (a) Admiral City fails to perform any material obligation on its part under the Impression Land SPA; or (b) any of the representations or warranties of Admiral City shall at any time be found to be incorrect in any material aspect, 4

5 2.3 Source of funding then YTB Impression shall be entitled to the remedy at law for specific performance and/or to damages. Alternatively, at the election of YTB Impression, it may terminate the Impression Land SPA by notice in writing to Admiral City, whereupon, amongst others, Admiral City shall refund to YTB Impression all monies paid by YTB Impression (including but not limited to the deposit) together with interest accrued thereon and Admiral City shall pay to YTB Impression a further sum equivalent to the deposit (as set out in Section 2.2(a)) as agreed liquidated damages. The deposit of RM3,702,600 was paid to Admiral City upon the execution of the MOU on 3 August 2015 in respect of the Proposed Acquisition of Impression Land. YTB and its subsidiaries ( YTB Group or the Group ) expects to finance the balance of the Impression Land Purchase Consideration via internally-generated funds and/or bank borrowings, the actual proportion of which has not been determined at this juncture. 2.4 Liabilities to be assumed The YTB Group will not assume any liability (including contingent liability and/or guarantee) arising from the Proposed Acquisition of Impression Land. 2.5 Information on Admiral City Admiral City is a private limited company incorporated on 23 January 2013 in Malaysia under the Companies Act 1965 ( Act ) and is principally involved in property development and construction. The authorised share capital of Admiral City is RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each of which 20,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Its directors are Low Yew Hwa, Yeow Ho Lock, Ow Pee Juan, Datuk Wee Ka Keng, Leaw Yongene and Datuk Leaw Tua Choon (alternate director). GJH Prestige Sdn Bhd has 51% direct shareholdings in Admiral City. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 5

6 3. PROPOSED MELAKA JV Admiral City and its subsidiary companies, namely Oceancove, Oceanfront and Strategic Property (collectively referred to as the Landowners ) and YTB Impression have agreed to enter into a joint venture arrangement for the master development of the whole of the Melaka JV Land ( Master Development ), comprising approximately 100 acres of leasehold land located adjacent to the Impression Land. In accordance with the Melaka JDA, the Landowners agree to grant YTB Impression the sole and exclusive rights and entitlement to develop the Melaka JV Land in such manner as YTB Impression shall deem fit subject always to Admiral City having first acquired the Grandwin Land and approved the master development plan for the Melaka JV Land ( Master Development Plan ). Admiral City is the appointed agent for the Landowners for the purpose of the Melaka JDA and Proposed Melaka JV for and on behalf of each of them. Please refer to Appendix I of this Announcement for further information on the Melaka JV Land. YTB Impression undertakes to pay Admiral City for the benefit and in full discharge of all entitlement of all Landowners an amount equivalent to 21% of the gross development value of the Master Development ( Landowners Entitlement ). Subject to the approval of the relevant authorities, the proposed Master Development of the Melaka JV Land will take approximately eight (8) years, which Master Development may include residential, commercial and retail units. YTB Impression is currently in the initial stages of development planning and will be submitting a detailed development plan to the relevant authorities for approval in due course. The intended Master Development is expected to have an estimated total gross development value ( GDV ) and estimated gross development cost ( GDC ) of approximately RM5.4 billion and RM3.8 billion (including Landowners Entitlement) respectively, giving rise to potential pre-tax return of RM1.6 billion. However, at this stage, the quantum of profit or loss to the Group cannot be ascertained with any reasonable certainty and accuracy as the proposed Master Development project will be implemented over a period of eight (8) years. 3.1 Basis and justification for the Landowners Entitlement The Landowners Entitlement was arrived at after negotiations and taking into consideration amongst others, the following: the intended Master Development Plan over an expected span of eight (8) years to develop the Melaka JV Land into a mixed development project, including residential, commercial and retail units; (iii) (iv) the development potential of the Melaka JV Land (including the estimated GDV and pre-tax return) and prospects of the property market in Melaka as set out in Section 7.2 below; that the Proposed Melaka JV will enable the YTB Group to save substantial upfront costs relating to the acquisition of land of similar size and the associated land holding costs; and the option granted by the Landowners to accord YTB Impression and/or its nominees the flexibility to exercise its rights to acquire up to 25 acres of the Melaka JV Land, at the sole discretion of YTB Impression as further elaborated in Section 3.2(vi) below. 6

7 3.2 Other salient terms of the Melaka JDA The other salient terms of the Melaka JDA are as follows: Rights and entitlement of YTB Impression as the developer YTB Impression shall have the unconditional and irrevocable right and entitlement to do, amongst others, the following in connection with the Melaka JV Land as YTB Impression deems fit:- (a) (b) (c) (d) (e) (f) (g) (h) to plan, structure, organise and implement the Master Development after the consent of Admiral City has been obtained for the Master Development Plan and any amendments from time to time; to construct on the Melaka JV Land, any buildings or structures as YTB Impression shall deem fit in accordance with the approved Master Development Plan and for that purpose to carry on any construction and development work and to build all such facilities, infrastructure and amenities as YTB Impression shall deem fit; to sell, lease, let out, caveat, surrender, grant any easement or otherwise in any manner howsoever deal with the Melaka JV Land or any part thereof provided always that YTB Impression may not without the prior written consent of Admiral City, sell any vacant land constituting part of the Melaka JV Land (other than any development and sale of bungalow lots for the construction of houses thereon by the purchasers thereof as part of the Master Development); subject to the prior written consent of Admiral City having been obtained in accordance with the Melaka JDA, to charge, mortgage or grant any lien holder caveat or any other security interest in or over the Melaka JV Land or any part thereof for the purpose of financing the Master Development; subject to sub-clauses (c) and (d) above, to deal with the Melaka JV Land in any manner howsoever and to grant any right, option, entitlement thereto or any interest of any kind therein; to surrender and re-alienate, amalgamate and/or subdivide the Melaka JV Land or any part thereof and to apply for individual issue document of titles for any land or lots constituted in the Master Development and/or strata titles for any parcel constituted in the Master Development; to collect all monies and issue valid receipts, whether proceeds of sale or proceeds of compulsory acquisition, rent, lease premium and/or any other amount whatsoever as shall be payable by any party to the Landowners as registered owners of the Melaka JV Land; to commence any suit or take any action or proceedings as YTB Impression shall deem fit as if it were the registered owners of the Melaka JV Land; and to appoint any substitute or additional attorneys to deal with the Melaka JV Land; provided always that:- (A) YTB Impression shall bear all costs, expenses, liabilities and obligations arising from any of the actions and/or powers exercised by it for or in the name of the Landowners under the Melaka JDA; and 7

8 (B) as from the unconditional date of the Melaka JDA, YTB Impression shall at all times indemnify and keep the Landowners fully indemnified against all actions, proceedings, damages, losses, penalties, costs, claims and demands which may be brought against, or suffered by, the Landowners by reason of YTB Impression omitting to do, or doing, any act, matter or thing in respect of the Melaka JV Land. The Landowners shall grant YTB Impression an irrevocable power of attorney to do all such things as YTB Impression shall deem fit in connection with the powers and authority given above for and on behalf of the Landowners and/or in their names. Payment of Landowners Entitlement YTB Impression shall pay the Landowners Entitlement in instalments on each entitlement payment date, being every 31 March, 30 June, 30 September and 31 December of each year. The Landowners acknowledge and agree that all payments that may be made by YTB Impression for their benefit at any time (including but not limited to the following payments) shall be treated as having been paid towards discharge of the Landowners Entitlement as and when they become due and payable, and YTB Impression shall be entitled to set off these amounts paid on their behalf from the Landowners Entitlement:- (a) (b) the deposit of RM3,000,000 paid to the Landowners upon the execution of the MOU on 3 August 2015 as advance payment; and at the request of the Landowners, the payments to be made by YTB Impression on behalf of the Landowners to the respective bank(s) who hold registered charge over the Melaka JV Land ( Chargee Banks ) from the date of the Melaka JDA. (iii) Conditions precedent The Melaka JDA is conditional upon the following conditions being fulfilled within a period of twelve (12) months from the date of the Melaka JDA or such other mutually agreed date:- (a) (b) (c) (d) (e) (f) the Impression Land SPA having been signed; all conditions precedent to the Impression Land SPA having been complied and fulfilled and the Impression Land SPA becoming unconditional; the Master Development Plan having been approved by the appropriate authorities in substantially the form as submitted by YTB Impression or in such other form as may be acceptable to YTB Impression; where applicable, the Master Development Plan approval being given on terms and conditions reasonably acceptable to YTB Impression; the consent of the Chargee Banks and any other person holding a security interest over the Impression Land and Melaka JV Land or a registered interest in any of the Impression Land and Melaka JV Land or any debenture holder of any Landowner having been obtained where appropriate or necessary; and any other approval or consent as shall be necessary for the transactions contemplated under the Melaka JDA. 8

9 (iv) The Melaka JDA shall become unconditional and effective when the last of the conditions precedent is fulfilled. If any condition precedent is not satisfied by the stipulated timeframe, either party may terminate the Melaka JDA whereupon the following shall take place in the following order: (a) (b) (c) (d) Admiral City shall refund free of interest to YTB Impression the advance payment of RM3,000,000 and all amounts that may have been paid by YTB Impression to the Chargee Banks for the benefit of the Landowners; YTB Impression shall withdraw its caveat over the Impression Land and Melaka JV Land; To the extent applicable, where a specified condition precedent is not satisfied, either YTB Impression shall pay to Admiral City or Admiral City shall pay to YTB Impression (as the case may be) the agreed sum of RM3,700,000 in accordance with the terms of the JDA; and the Melaka JDA shall terminate and none of the parties thereto shall have any claims against each other (save for antecedent breach). (v) (vi) The Melaka JDA is expressly subject to and conditional on the Impression Land SPA being valid and effective and continuing to be valid and effective. If at any time the Impression Land SPA should be terminated for any reason whatsoever, YTB Impression shall have the right to terminate the Melaka JDA in accordance with the provisions of the Melaka JDA. Each of the Landowners has granted YTB Impression the right (but not the obligation) to buy up to a maximum of 25 acres of the Melaka JV Land ( Option Lands ) or any part thereof ( Option ), subject to amongst others, the following salient terms: 1. Option period One (1) year, commencing from the date of the Melaka JDA 2. Option exercise price 3. Exercise of Option 4. Lapse of Option The purchase price for the Option Lands shall not be less than RM80.00 psf YTB Impression may at any time exercise the Option by issuing an Option notice to Admiral City within the Option period set out above and shall be entitled to nominate the purchaser to buy the Option Lands The Option shall lapse and be of no further force or effect on expiry of the Option period. (vii) YTB Impression warrants that the GDV for the whole Master Development shall not be less than RM5 billion by the end of the period commencing from the unconditional date of the Melaka JDA and expiring eight (8) years thereafter provided always that if the Melaka JV Land is reduced on exercise of the Option in accordance with the terms under the Melaka JDA and/or arising from any acquisition by the Government or other competent authorities under the Land Acquisition Act 1960, the GDV for the Master Development shall be reduced by the GDV that may be derived from the development of the purchased Option Land(s) and/or the compulsorily acquired lands. 9

10 YTB Impression shall ensure that by the end of year 3, 5 and 7 respectively, the aggregate GDV shall not be less than the targeted amounts as stipulated in the Melaka JDA. If the targets are not achieved by YTB Impression, Admiral City as agent on behalf of all Landowners shall be entitled to: (a) (b) re-negotiate the terms of the Melaka JDA with YTB Impression and the parties shall use their best endeavours acting in good faith to reach agreement on the revised terms to achieve the same or similar economic effect in light of the circumstances then existing; or terminate the Melaka JDA by notice in writing to YTB Impression in accordance with the terms set out in Section 3.2 (viii) below. (viii) Termination If:- (a) (b) (c) YTB Impression or any Landowner shall fail, refuse, or neglect to take all necessary action to completely and/or fully remedy and/or cure any breach or default of the Melaka JDA; or YTB Impression or any Landowner ceases or threatens to cease to carry on the whole or any substantial part of its business or go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or a petition or an order of resolution is made for its winding-up or compulsory liquidation or it shall have a receiving order made against it or is unable to pay its debts or enter into any composition or arrangement with its creditors or a receiver and manager is appointed over the whole or any part of its undertaking or assets; or a distress or execution is levied or issued against any material asset or property of YTB Impression or any Landowner, or all of or a substantial part of its assets are expropriated or otherwise placed under the direct control of any government; or (d) YTB Impression or any Landowner shall have made any misrepresentation or warranty to induce the other party or parties, as applicable, to enter into the Melaka JDA, then and in any such event, (and without prejudice to the right of a party to the remedy of specific performance), the other party or parties thereto shall have the right to terminate the Melaka JDA by notice in writing. In the event of termination, YTB Impression shall, amongst others, re-deliver vacant possession of the undeveloped portion of the Melaka JV Lands to Landowners or to continue to complete the construction of the relevant phase or project of the Melaka JV Lands upon the terms set out in the Melaka JDA. Such recourse shall not affect the remedies and rights of the non-defaulting party to claim for damages. (ix) If (a) the Melaka JDA is terminated by reason of any act, default, failure or omission on the part of YTB Impression; (b) the Landowners sustained any losses; and (c) YTB Impression fails to pay such losses, YTB shall, under a guarantee issued by it, pay to Admiral City as agent of the Landowners the losses due to the Landowners subject always to proof of loss and the Landowners mitigating their losses. 10

11 3.3 Source of funding The development cost of the Master Development is expected to be funded through a combination of internally generated funds and/or bank borrowings. The actual proportion of bank borrowings and internally generated funds will be decided at a later date, after taking into consideration the Group s funding and debt obligations as well as cash requirements of the Group. 3.4 Information on the Landowners Please refer to Section 2.5 for information on Admiral City. Oceancove, a wholly-owned subsidiary of Admiral City, is a private limited company incorporated on 21 April 2010 in Malaysia under the Act and is principally involved in property development and construction. The authorised share capital of Oceancove is RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Its directors are Low Yew Hwa, Yeow Ho Lock, Datuk Wee Ka Keng, Leaw Yongene and Datuk Leaw Tua Choon (alternate director). (iii) Oceanfront, a wholly-owned subsidiary of Admiral City, is a private limited company incorporated on 15 April 2010 in Malaysia under the Act and is principally involved in property development and construction. The authorised share capital of Oceanfront is RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Its directors are Low Yew Hwa, Yeow Ho Lock, Datuk Wee Ka Keng, Leaw Yongene and Datuk Leaw Tua Choon (alternate director). (iv) Strategic Property, a wholly-owned subsidiary of Admiral City, is a private limited company incorporated on 19 April 2010 in Malaysia under the Act and is principally involved in property development and construction. The authorised share capital of Strategic Property is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Its directors are Low Yew Hwa, Yeow Ho Lock, Datuk Wee Ka Keng, Leaw Yongene and Datuk Leaw Tua Choon (alternate director). [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 11

12 4. PROPOSED ACQUISITION OF PTSI In accordance with the PTSI SPA, the PTSI Vendors have agreed to sell and YTB has agreed to purchase all 1,000,000 shares of RM1.00 each in PTSI ( PTSI Shares ), representing the entire equity interest in PTSI free from all encumbrances, for a cash consideration of RM3,000,000 ( PTSI Purchase Consideration ). PTSI has secured a license in 2013 from Impression Wonders Art Development Co., Ltd, a company incorporated in the People s Republic of China, to produce and stage a live largescale tourism stage performance known as Impression Melaka for a period of 30 years. The Impression Melaka will showcase a combination of natural environment as the background, whilst utilising the latest light and sound technologies, modern art concepts and a large number of cultural performers. This live cinematography show will integrate Melaka s glorious history and modern day culture with characteristic music, while presenting state of the art lights, shadows, dance and fine arts complemented by strong visual and acoustic impact. This will be the first live large-scale Impression Series outside of China. Impression Melaka has received the endorsement of the Ministry of Tourism and Culture Malaysia (via its letter dated 22 November 2014) as one of the entry point project within the Tourism National Key Economic Areas. Similar stage performances of the Impression Series in China includes the Impression Liu Sanjie, Impression Lijiang, Impression West Lake and Impression Hainan. The Impression Series holds several world records, including the World s Biggest Natural Environmental Background Stage with area coverage of 1,654km² along with 12 mountains in Impression Liu Sanjie. (Source: The theatre which is intended to be constructed on the Impression Land is expected to take a period of two (2) years, the cost of which shall form part of the costs to be incurred by PTSI to put on stream its performance rights to stage Impression Melaka performance. Please refer to Section 4.5 below for further information. YTB Impression is currently in the initial stages of development planning and will be submitting a detailed development plan to the relevant authorities for approval in due course. 4.1 Basis and justification for the PTSI Purchase Consideration The PTSI Purchase Consideration was arrived at on a willing buyer-willing seller basis, after taking into consideration amongst others, the following:- (iii) the audited net assets of PTSI as at 31 December 2014 of RM795,083; the future earnings potential of PTSI based on the 30-year license to produce and stage the Impression Melaka performance; and prospects of the tourism industry in Malaysia as set out in Section 7.3 below. 4.2 Other salient terms of the PTSI SPA The other salient terms of the PTSI SPA are as follows: The PTSI Purchase Consideration shall be satisfied fully in cash in the following manner:- (a) (b) the deposit of RM300,000, being 10% of the PTSI Purchase Consideration paid by YTB simultaneously with the execution of the PTSI SPA; and the balance of the PTSI Purchase Consideration amounting to RM2,700,000 within 12 months from the completion of PTSI SPA as set out in Section 4.2(iii) below. 12

13 Conditions precedent The sale of the PTSI Shares shall be conditional upon the fulfilment of the following conditions within six (6) months of the date of the PTSI SPA or such other period as the parties may mutually agree in writing:- (a) (b) (c) YTB is satisfied with the results of the due diligence exercise conducted on PTSI; YTB obtaining the approval of its shareholders in a general meeting for the acquisition of the PTSI Shares; and the approval or consent of any other relevant authority/(ies) or person(s) for the sale and purchase of PTSI Shares, if so required. In the event that the conditions precedent are not fulfilled within the period stipulated above or such extension as may be mutually agreed by the parties, the PTSI Vendors shall forthwith refund the deposit of RM300,000 and all other monies (if any) paid in accordance with and/or pursuant to the PTSI SPA to YTB free of interest. (iii) (iv) The completion of the sale and purchase of the PTSI Shares shall take place on or before the expiry of 14 days from the date of the fulfilment of the last of the conditions precedent upon the PTSI Vendors delivering all required documents to YTB; Default In the event that any one of the PTSI Vendors or YTB shall refuse, fail and/or neglect to complete the sale and purchase transaction contemplated under this agreement or shall breach any material term or condition of this agreement, then where any one of the PTSI Vendors is in default, YTB shall be entitled to, and where YTB is in default, PTSI Vendors shall be entitled to either: (a) (b) terminate this agreement, in which event, PTSI Vendors shall, amongst others, return or cause to return to YTB all monies paid in accordance with this agreement, free of interest, and the non-defaulting parties shall be entitled to claim reasonable damages, losses, costs, expenses or outgoings incurred in entering into this agreement; or provided that this agreement shall have become unconditional, complete this agreement, in which case the remedy of specific performance of this agreement shall be available to the party not in default, without any prejudice to that party s rights to claim from the party in breach or default any damages, losses, costs, expenses or outgoings arising out of such failure to complete or breach. 4.3 Source of funding YTB has paid the deposit of RM300,000 to the PTSI Vendors upon the execution of the PTSI SPA. YTB expects to finance the balance of the PTSI Purchase Consideration of RM2,700,000 via internally-generated funds and/or bank borrowings, the actual proportion of which has not been determined at this juncture. 4.4 Liabilities to be assumed YTB Group will not assume any liability (including contingent liability and/or guarantee) arising from the Proposed Acquisition of PTSI. 13

14 4.5 Estimated additional financial commitment As set out in Section 4 above, the costs to be incurred by PTSI to put on stream its performance rights to stage Impression Melaka performance include the total costs required to construct the theatre and stage the Impression Melaka performance which are estimated to be approximately RM256 million over a period of two (2) years. These costs are mainly for the construction of the theatre on the Impression Land as well as the costs required to produce the Impression Melaka performances. YTB Group expects to finance these costs by its internal generated funds, debt (including bank borrowings) and equity capital to be raised by YTB Group in due course, the actual proportion of which has not been determined at this juncture. 4.6 Information on PTSI PTSI is a private limited company incorporated in Malaysia on 25 February 2013 under the Act. The authorised share capital of PTSI is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, all of which have been issued and fully paid-up. PTSI is principally involved in the development and operation of tourism stage performance and investment holding. Presently, PTSI has a subsidiary company that is dormant. The details of the shareholders of PTSI and their respective cost and date of investments are as follows: No. of PTSI Shares held % of shareholdings Date of Investment Cost of Investment (RM) PTS Properties 700,000 70% 9 May ,000 Apple Impression Sdn Bhd 250,000 25% 9 May ,000 Boo Kuang Loon 50,000 5% 9 May ,000 Total 1,000, % 1,000,000 PTSI directors are Dato Sri Lee Ee Hoe, Boo Kuang Loon, Pang Bak Chua and Tan Eng Eng. The selected audited financial information of PTSI group since the date of its incorporation to the financial year ended ( FYE ) 31 December 2014 is set out below: Date of incorporation to 31 Dec Dec 2014 Revenue - - Loss before tax (103,109) (101,808) Loss after tax and minority interest (103,109) (101,808) Net assets / shareholders fund 896, ,083 Borrowings - - PTSI group has not generated any revenue since its incorporation. The loss before tax above are attributable to the expenses incurred comprising mainly of administrative expenses. RM RM 14

15 4.7 Information on PTSI Vendors PTS Properties PTS Properties is a private limited company incorporated in Malaysia on 9 April 2012 under the Act. Together with its subsidiaries, PTS Properties is principally involved in property development, construction, sale and leasing of properties, technology solution, hotel management and property management. The authorised share capital of PTS Properties is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The shareholders and directors of PTS Properties are Boo Kuang Loon, Tan Eng Eng and Pang Bak Chua. Apple Impression Sdn Bhd Apple Impression Sdn Bhd is a private limited company incorporated in Malaysia on 3 May 2013 under the Act and is principally an investment holding company. The authorised share capital of Apple Impression Sdn Bhd is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, all of which have been issued and fully paid-up. Its shareholders and directors are Dato Sri Lee Ee Hoe, Dato Sri Koh Yock Heng and Ng Woon Hwee. Dato Sri Lee Ee Hoe is a substantial shareholder of Apple Impression Sdn Bhd (45%) and is also a major shareholder of YTB (9.18%). (iii) Boo Kuang Loon Boo Kuang Loon, a citizen of Malaysia, is a substantial shareholder and director of both YTB (7.16%) and PTS Properties (60%). [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 15

16 5. PROPOSED ACQUISITION OF YUTEN In accordance with the Yuten SSA, the Yuten Vendors have agreed to sell and YTB has agreed to purchase all 1,000,000 shares of RM1.00 each in Yuten ( Yuten Shares ), representing the entire equity interest in Yuten free from all encumbrances, for a cash consideration of RM3,000,000 ( Yuten Purchase Consideration ) and on other terms and conditions as set out therein. By a Joint Venture Development Agreement dated 15 July 2015 and the supplemental agreement dated 10 August 2015 entered into between Fahad Holdings Sdn Bhd ( FHSB ) and Yuten, FHSB has granted Yuten the rights for joint development of two (2) adjoining parcels of land known as Lot 169 and Lot 170 Seksyen 89, Jalan U-Thant, Kuala Lumpur, measuring approximately 1.2 acres in aggregate ( U-Thant Land ) upon the terms and conditions set out therein ( Yuten JVDA ). FHSB is granted a power of attorney by Pihak Berkuasa Kemajuan Pekebun Kecil ( RISDA ) for the purpose of development of the U-Thant Land following a joint venture development arrangement entered into between RISDA and FHSB on 18 October 2014 ( Fahad JVDA ). The profit sharing between Yuten and FHSB shall be on 50%:50% basis in which the profit shall be calculated as sale proceeds less RISDA s entitlement for the land contribution as per the Fahad JVDA and all cost and expenses incurred for the U-Thant Project. The proposed development project intended to be carried out by Yuten and FHSB on the U- Thant Land, subject to the approval of relevant authorities, involves a proposed residential development of a block of 128-unit luxury apartment on nine (9) floors as well as four (4) floors of car park, measuring in aggregate approximately 15,607.7 square meters ( U-Thant Project ). The project is expected to take three (3) years to complete. The relevant application for the U-Thant Project, including the layout plan for purpose of applying for the development order has been made to the relevant authorities. Dewan Bandaraya Kuala Lumpur had on 13 August 2015 issued a conditional approval for the U- Thant Project. The U-Thant Project is estimated to have GDV and GDC of approximately RM168 million and RM127 million respectively. As such, Yuten may potentially derive a pre-tax return of RM20.5 million, being 50% of its profit entitlement on the estimated profit of approximately RM41 million. The development cost is expected to be funded through a combination of internally-generated funds and/or external borrowings, the actual proportion of which has not been determined at this juncture. Please refer to Appendix II for further information on U-Thant Land. 5.1 Basis and justification for the Yuten Purchase Consideration The Yuten Purchase Consideration was arrived at on a willing buyer-willing seller basis, after taking into consideration amongst others, the following: (iii) (iv) the audited net assets of Yuten as at 31 December 2014 of RM977,799; the potential GDV of RM168 million and pre-tax return to Yuten of approximately RM20.5 million for the U-Thant Project; the strategic location and potential development opportunities on the U-Thant Land; and prospect of the property market in Klang Valley as set out in Section 7.2 below. 16

17 5.2 Other salient terms of the Yuten SSA The other salient terms of the Yuten SSA are as follows: The Yuten Purchase Consideration is payable fully in cash by YTB to the Yuten Vendors in the following manner: (a) RM300,000, being 10% of the Yuten Purchase Consideration simultaneously with the execution of the Yuten SSA; and (b) balance of RM2,700,000, being 90% of the Yuten Purchase Consideration within 12 months following the completion of the Yuten SSA as set out in Section 5.2 (iv) below. Conditions precedent The completion of the Yuten SSA is subject to and conditional upon the fulfilment and/or procurement of the following matters within six (6) months from the date of the Yuten SSA or as may be extended by the parties by mutual agreement: (a) (b) (c) (d) the completion of a due diligence exercise by YTB on Yuten, the Fahad JVDA, the Yuten JVDA and the U-Thant Project and the results are to the satisfaction of YTB; the Yuten Vendors procuring FHSB to secure the development order for U-Thant Project comprising 128 condominium units, substantially in the manner as set out in the Yuten SSA; the delivery by YTB of its shareholders resolution approving the Proposed Acquisition of Yuten; and YTB obtaining the approval(s) or consent(s) of any other relevant authority(ies) or persons, or notification as may be required for the Proposed Acquisition of Yuten. YTB may at its sole and absolute discretion waive the compliance or fulfilment of any of the conditions precedent (save and except for the conditions precedent (c) and (d) above) for the purposes of completing the Yuten SSA. (iii) (iv) (v) The Yuten SSA shall become unconditional on the date the last of the conditions precedent is fulfilled, procured and/or waived ( Yuten Unconditional Date ). The Yuten SSA shall be completed within 14 business days from the Yuten Unconditional Date. Default Yuten SSA may be terminated in the event, where: (a) any of the conditions precedent are not secured and/or obtained by the stipulated timeline and YTB does not exercise its discretion to waive it, then the Yuten SSA may be terminated by YTB and the Yuten Vendors shall refund the deposit of RM300,000; or 17

18 (b) there is a breach or non-fulfilment of any of the representations and warranties provided by either party. The party not in breach, may at its absolute discretion terminate the Yuten SSA and shall be entitled to claim all monies paid (if the defaulting party are/is Yuten Vendor(s)) or forfeit the deposit as liquidated ascertained damages (if the defaulting party is YTB) or proceed to complete the Yuten SSA but without prejudice to its right to claim for damages or any other rights or remedies whatsoever. 5.3 Source of funding YTB has paid RM300,000, being 10% of the Yuten Purchase Consideration to the Yuten Vendors upon the execution of the Yuten SSA. YTB expects to finance the balance of the Yuten Purchase Consideration via internally generated funds and/or bank borrowings, the actual proportion of which has not been determined at this juncture. 5.4 Liabilities to be assumed YTB Group will not assume any liability (including contingent liability and/or guarantee) arising from the Proposed Acquisition of Yuten. 5.5 Information on Yuten Yuten is a private limited company incorporated in Malaysia on 3 October 2014 under the Act. The authorised share capital of Yuten is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Yuten is principally involved in property development. The details of the shareholders of Yuten are as follows: Shareholders No. of Yuten Shares held % of shareholdings Date of Investment Cost of Investment (RM) PTS Properties 550,000 55% 29 Oct ,000 Dato Sri Lee Ee Hoe 300,000 30% 3 and 29 Oct 2014 Sia Chien Vui 150,000 15% 28 and 29 Oct , ,000 Total 1,000, % 1,000,000 Its directors are Boo Kuang Loon, Dato Sri Lee Ee Hoe, Sia Chien Vui and Tan Eng Eng. 18

19 The selected audited financial information of Yuten since the date of its incorporation on 3 October 2014 to 31 December 2014 is set out below: Date of incorporation to 31 Dec 2014 Revenue - Loss before tax (22,701) Loss after tax and minority interest (22,701) Net assets / shareholders fund 977,799 Borrowings - Yuten has not generated any revenue since its incorporation. It has not commenced any sale or launch of any properties under the Yuten JVDA. The loss before tax of RM22,701 comprised mainly of administrative expenses. 5.6 Information on Yuten Vendors PTS Properties Please refer to Section 4.7 above for information on PTS Properties. Dato Sri Lee Ee Hoe and Sia Chien Vui Dato Sri Lee Ee Hoe and Sia Chien Vui are citizens of Malaysia. Dato Sri Lee Ee Hoe is also a major shareholder of YTB (9.18 %). RM 6. RATIONALE FOR THE PROPOSALS The YTB Group had diversified into property development business in 2014 after entering into a Project Collaboration Agreement with PTS Properties to jointly develop a 29-storey luxury condominium hotel known as 99 Residence in Melaka with a GDV of RM128 million. The development of 99 Residence was completed in June In 2015, the Group had entered into a joint venture arrangement with Apple 99 Development Sdn Bhd, a wholly-owned subsidiary of PTS Properties for the joint development of The Apple, comprising 32-storey 361 units of serviced apartments and a luxury 4-star hotel known as The Courtyard by Marriott in Melaka which is currently under construction and scheduled to be opened by end of In line with the overall YTB Group s expansion plans, the Proposals with a potential estimated GDV of approximately RM5.6 billion, will pave the way for the Group to tap into the growing property development business segment in Malaysia. The Proposals are expected to increase YTB Group s development land bank, expand its geographical presence and reach, provide near term as well as long term source of revenue and profit. The Proposed Acquisition of Impression Land and Proposed Melaka JV are expected to provide medium to long term source of revenue and profit through the proposed development of the Impression Land into a theatre mainly for the production of Impression Melaka performances. Upon commencement of the Impression Melaka performances, PTSI will be able to generate an additional recurrent income stream to the YTB Group. The theatre for the Impression Melaka performance on the Impression Land is also expected to be a catalyst for growth and future development of the surrounding 100 acres of Melaka JV Land. The development of the Melaka JV Land will provide YTB Group with a development pipeline for a period of eight (8) years. 19

20 In addition, the Proposed Acquisition of Yuten will expand YTB Group s geographical presence to the Klang Valley as well as diversify its property development portfolio to include high-end residential segment via the U-Thant Project. 7. INDUSTRY OVERVIEW AND PROSPECTS 7.1 Malaysian economy overview and outlook The Malaysian economy recorded a growth of 4.9% in the second quarter of 2015 (1Q 2015: 5.6%), driven mainly by private sector demand. On the supply side, growth was underpinned by the major economic sectors. On a quarter-on-quarter seasonally adjusted basis, the economy grew by 1.1% (1Q 2015: 1.2%). The private sector remained the key driver of growth during the quarter. Private consumption expanded at a more moderate rate of 6.4% (1Q 2015: 8.8%) as households adjust to the implementation of the Goods and Services Tax ( GST ). Private investment grew more moderately by 3.9% (1Q 2015: 11.7%), due to a decline in spending on machinery and equipment, especially in the transportation segment, and slower investment in dwelling services. Growth in public investment turned negative in the second quarter (-8.0%; 1Q 2015: 0.5%), attributed mainly to the near completion of a few projects by public enterprises, which more than offset the positive growth of capital expenditure by the Federal Government. Meanwhile, public consumption recorded a higher growth of 6.8%; (1Q 2015; 4.1%) following the stronger expansion in supplies and services expenditure amid sustained growth in emoluments. The Malaysian economy is expected to remain on a steady growth path, with domestic demand continuing to be the key driver of growth. Private consumption is expected to continue to adjust to the introduction of GST, although wage growth and stable labour market conditions would provide support to household spending. Investment activity will be supported by capital spending in the manufacturing and services sectors, as well as for infrastructure projects. These developments will contribute towards offsetting the weaker performance of the external sector. (Source: Bank Negara Malaysia, Quarterly Bulletin Second Quarter 2015) 7.2 Malaysian property market overview and outlook The performance of overall property market in 2014 made a marginal rebound from 10.9% contraction recorded in A total of 384,060 transactions worth RM billion were recorded, indicating a marginal increase of 0.8% in volume and 7.0% in value. The residential sub-sector led the overall property market, with 64.4% contribution. This was followed by agricultural sub-sector (18.8%), commercial (9.3%), development land (5.5%) and industrial (2.1%). In terms of value, residential took the lead with 50.4% share, followed by commercial (19.5%), development land (13.3%), industrial (8.9%) and agricultural (7.8%). Residential sub-sector is expected to show moderate activity in the coming year. The uncertainty of GST effect on the property prices is seen as the hold-back factor amongst buyers though some may have taken the opportunity to enter into agreement prior to April Housing continues to be the main focus of national agenda, in particular affordable homes. The commercial sub-sector, in particular shopping complex and purpose-built office is expected to sustain, judging from the improved performance recorded in The moderating in starts would slow down the pace of new and upcoming developments to enable market to gradually absorb the new spaces coming on-stream. 20