PROPOSED ACQUISITION OF LAND BY BAZARBAYU SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF FUTUTECH, FROM KYM LEISURE SDN BHD

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1 FUTUTECH BERHAD ( FUTUTECH OR THE COMPANY ) PROPOSED ACQUISITION OF LAND BY BAZARBAYU SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF FUTUTECH, FROM KYM LEISURE SDN BHD 1. INTRODUCTION The Board of Directors of Fututech (the Board ) is pleased to announce that Bazarbayu Sdn Bhd ( Bazarbayu or the Purchaser ), a wholly-owned subsidiary of Fututech, had on 21 January 2013 entered into a conditional sale and purchase agreement ( SPA ) with KYM Leisure Sdn Bhd ( KYM Leisure or the Vendor ), to acquire 3 pieces of leasehold land measuring in area approximately 1,932.6 square metres each aggregating to 5,797.8 square metres held under HSM 6598, 6599 and 6600, PT 20484, PT and PT all in Tempat Genting Highlands, Mukim Bentong, Daerah Bentong, Negeri Pahang (the said Property ) for a total purchase consideration of RM8,000,000 ( Purchase Consideration ) ( Proposed Acquisition ). 2. INFORMATION ON BAZARBAYU (THE PURCHASER) Bazarbayu was incorporated in Malaysia on 12 January 2012 as a private limited company with its office located at 2nd Floor, No. 1, Jalan Wangsa Permai, Bangunan One Wangsa, Taman Wangsa Permai, Kuala Lumpur. The current authorized share capital of Bazarbayu is RM100,000 comprising 100,000 ordinary shares at RM1.00 each of which 2 ordinary shares are issued and fully paid up. The principal activity of Bazarbayu is investment holding and is currently dormant. 3. INFORMATION ON KYM LEISURE (THE VENDOR) KYM Leisure was incorporated in Malaysia on 19 September 1996 as a private limited company with its office located at 12, Lorong Medan Tuanku Satu, Kuala Lumpur. The current authorized share capital of KYM Leisure is RM100,000 comprising 100,000 ordinary shares at RM1.00 each of which 2 ordinary shares are issued and fully paid up. KYM Leisure is a whollyowned subsidiary of KYM Property Sdn Bhd which in turns a wholly-owned subsidiary of KYM Holding Berhad. The principal activity of KYM Leisure is property development.

2 4. INFORMATION ON THE SAID PROPERTY The said Property consists of 3 pieces of leasehold land measuring in area approximately 1,932.6 square metres each aggregating to 5,797.8 square metres held under HSM 6598, 6599 and 6600, PT 20484, PT and PT all in Tempat Genting Highlands, Mukim Bentong, Daerah Bentong, Negeri Pahang. The said Property is currently vacant and the lease is expiring on 8 February The information on net book value of the said Property was not made available by the Vendor to the Purchaser. Persuant to a Kebenaran Merancang dated 30 September 2011 made by Majlis Perbandaran Bentong ( MPB ) and the approved Layout plan (collectively called the KM Approval ), MPB has approved the said Property for a proposed development of one (1) block of 27 storeys of serviced apartments comprising 378 units with an approved gross built up area of 46, square meters (the Project ). The KM Approval has expired and the same has been extended to 2 October, 2013 via the MPB s letter dated 26 September The said Property will be acquired free from all encumbrances and with vacant possession subject to the terms and conditions of existing category of land use and all conditions of title express or implied affecting the said Property. 5. DETAILS OF THE PROPOSED ACQUISITION AND SALIENT TERMS OF THE SPA 5.1 Basis of arriving at the Purchase Consideration The purchase consideration for the Proposed Acquisition was arrived at on a willing buyer-willing seller basis and after taking into consideration, amongst others, valuation that was carried out by the valuer firm; Nilai Harta Consultant Sdn Bhd, which assessed the said Property at a market value of RM8,000,000 as at 17 January 2013, using the comparison and residual method of valuation. 5.2 Conditions Precedent The SPA is and shall be conditional upon the Vendor obtaining the requisite consent of the State Authority to the transfer of the said Property in favour of the Purchaser (the SA s Consent ); The Vendor has covenanted and undertaken with the Purchaser to at its own cost and expense apply for the SA s Consent for the transfer of the

3 said Property in favour of the Purchaser within fourteen (14) days from the date of the SPA provided that the Purchaser shall have furnished all particulars necessary to complete the application; In the event that the SA s Consent cannot be fulfilled within six (6) months from date of the SPA or such period as may be mutually agreed by the parties ( the Cut Off Date ), then either party shall be at liberty to terminate the SPA by notice in writing to the other party, whereupon the Vendor shall be liable to refund all moneys paid by the Purchaser towards the Purchase Consideration pursuant to the SPA free from interest within fourteen (14) days from the date of the receipt of the notice of termination and thereafter the SPA shall be of no further force and effect and neither party shall have any claim against the other in respect of the SPA; Upon the receipt by the Purchaser s Solicitors of a certified true copy of the SA s Consent, the SPA shall become unconditional and the date of such receipt shall be called the Effective Date. 5.3 Settlement of the Purchase Consideration The Purchase Consideration will be entirely satisfied in cash via internallygenerated funds. The Purchase Consideration shall be paid in the following manner: Prior to the execution of the SPA, the Purchaser has paid to the Vendor the sum of RM160,000 being the earnest deposit and towards part payment of the Purchase Consideration, the receipt of which the Vendor acknowledges (the Earnest Deposit ) Upon the execution of the SPA, the Purchaser shall pay to the Vendor the sum of RM640,000 which amount together with the Earnest Deposit shall constitute as deposit and towards part payment of the Purchase Consideration (the Deposit ) the receipt whereof the Vendor acknowledges The Purchaser shall pay the balance of the Purchase Consideration amounting to the sum of RM7,200,000 to the Vendor s Solicitors as stakeholders to hold and deal with in accordance with the terms of the SPA, within three (3) months from the Effective Date (the last day of which shall be referred to as the Payment Date ) In the event that the Purchaser shall fail to pay the balance of the Purchase Consideration on or before the Payment Date, the Vendor shall grant to the Purchaser an extension of a further one (1) month therefrom to pay the same (the last day of which shall be called the Extended Payment Date ) provided always that the Purchaser shall pay to the Vendor interest on the outstanding and unpaid balance of the

4 Purchase Consideration calculated at the rate of eight per centum (8%) per annum calculated on a daily basis from the day immediately following the Payment Date to the date of actual payment thereof, which interest shall be paid at the same time and together with the outstanding and unpaid balance of the Purchase Consideration. 5.4 Liabilities to be assumed and additional financial commitment There are no liabilities to be assumed by Fututech and Bazarbayu pursuant to the Proposed Acquisition. The Board does not expect to incur any additional financial commitment for the Proposed Acquisition. 5.5 Completion of the Proposed Acquisition Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within 9 months from the SPA date. 6 RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition forms part of Fututech s expansion plan for the next 5 years which includes venturing into property development, which the Board believes it would contribute positively to the future earnings and thereby improve shareholders value over the medium to long-term. 7 FUTURE PLAN AND PROSPECTS OF THE LAND Fututech intends to undertake the development of the Project which development will not be materially deviated from the KM s Approval. The Project is expected to commence on or before 2014 with gross development value and gross development cost estimated to be RM200 million and RM160 million respectively. The development cost of the Project will be financed via internally-generated funds and/or bank borrowings. 8 RISK FACTORS 8.1 Non-completion of the Proposed Acquisition In the event the Purchaser shall fail to pay the Purchase Consideration or breach any of the material terms or conditions contained in the SPA, subject to the Vendor not being in default of the provisions contained in the SPA, the

5 SPA may be terminated by the Vendor by notice in writing to the Purchaser, whereupon the Vendor shall be entitled to treat as forfeited the Deposit as agreed liquidated damages and shall refund to the Purchaser all other moneys paid towards the Purchase Consideration pursuant to the SPA free from interest. The SPA shall be null and void and of no further force or effect and neither party shall have any claim against the other in respect of the SPA. Notwithstanding this, Fututech shall endeavour to ensure that the Proposed Acquisition is completed in accordance with the terms and conditions of the SPA. 8.2 Compulsory acquisition by the Government In the event the said Property or any part thereof shall be or become affected by any notice of acquisition or intended acquisition under the Land Acquisition Act 1960, or other legislation in Malaysia as at the date of SPA, the Purchaser be entitled to elect either to:- a) Terminate the SPA, where the Vendor shall refund to the Purchaser all moneys paid towards the Purchase Consideration without interest, costs or compensation and upon such refund, the SPA shall be null and void and of no further force or effect and neither party shall have any claim against the other in respect of the SPA. b) Proceed with the SPA in accordance with the terms and conditions agreed (in which event the Purchaser shall not be entitled to any reduction in the Purchase Consideration), where the Vendor shall serve notice upon the acquiring authority within fourteen (14) days from the date of receipt of the Purchaser's election with respect to the Purchaser's interests and thereafter the Purchaser shall be entitled to all compensation or monies payable and the Vendor shall then execute all documents necessary to cause payment of such compensation or monies to be made to the Purchaser and to give effect to the Purchaser's rights. Apart from the risks highlighted above, the Board does not foresee any material risks associated with the Proposed Acquisition. 9 EFFECTS OF THE PROPOSED ACQUISITION 9.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition does not involve any issuance of new shares in the Company and therefore will not have any effect on the share capital and substantial shareholders shareholding of the Company.

6 9.2 Net Assets ( NA ) and NA per share The Proposed Acquisition is not expected to have any material effect on the NA or NA per share of Fututech as the Purchase Consideration will be satisfied wholly in cash and does not involve any issuance of new shares. 9.3 Earnings and earnings per share The Proposed Acquisition is not expected to have material impact on the earnings or earnings per share of Fututech for the financial year ending 31 December Barring any unforeseen circumstances, the Proposed Acquisition is expected to contribute positively to the future earnings of Fututech Group. 9.4 Gearing The Proposed Acquisition is not expected to have any effect on the gearing of Fututech Group as the Purchase Consideration will be wholly funded via internally-generated funds. 10 APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of Fututech s shareholders. 11 PERCENTAGE RATIOS The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph (g) of the Main Market Listing Requirements of Bursa Securities is 16.26%, being the value of the said Property, compared to the net assets of Fututech based on the latest audited financial statement for the financial year ended 31 December DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST None of the Directors and/or substantial shareholders and/or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition.

7 13 DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is fair, reasonable and in the best interest of the Fututech Group. 14 DOCUMENTS FOR INSPECTION The SPA is available for inspection at the Registered Office of the Company during normal office hours from Monday to Friday (except public holidays) at 802, 8th Floor, Block C Kelana Square, 17 Jalan SS7/26, Petaling Jaya, Selangor Darul Ehsan. This announcement is dated 21 January 2013.