As at the LPD, the authorised and issued and paid-up share capital of Impiana is as follows: No. of shares

Transcription

1 Appendix I: Information on Impiana 1. INFORMATION ON IMPIANA Impiana was incorporated as a private limited company in Malaysia under the Act on 15 June The principal activity of Impiana is investment holding. The principal activities of Impiana group of companies include, amongst others, property development, project management consultancy services, operation of resort and hotel business, provision of management services as well as hotel and travel services. As at the LPD, the authorised and issued and paid-up share capital of Impiana is as follows: No. of shares Par value (RM) Amount (RM) Authorised Ordinary shares 97,743, ,743,200 "A" preference shares 7,500, ,000 "B" preference shares 15,068, ,506, ,000,000 Issued and paid-up Ordinary shares 50,000, ,000,000 "A" preference shares 60, ,000 "B" preference shares 880, ,000 50,094,000 As at the LPD, the directors of Impiana are Y.T.M. Dato' Seri Farouk bin Abdullah, Y.T.M. Raja Dato' Seri Eleena binti Sultan Azlan Shah and Y. Bhg. Mej Jen (B) Dato Mohd Ariff bin Ali. The details of shareholders of Impiana and their respective shareholdings in Impiana as at the LPD are set out below: Direct Indirect Shareholders No. of shares % No. of shares % Ordinary Shares Y.T.M. Dato Seri Farouk bin Abdullah 36,493, Y. Bhg. Datin Afrizah binti Abu Bakar 1 * - - Aneka Mutiara (M) Sdn Bhd 6,503, Anjuran Hikmat Sdn Bhd 3,859, Teliti Mahir (M) Sdn Bhd 2,455, Universal Trustee (M) Bhd 687, A Preference shares Universal Trustee (M) Bhd 60, B Preference shares Universal Trustee (M) Bhd 880, Note: * less than 0.01% 29

2 Appendix II: Information of IMSB 1. INFORMATION ON IMSB IMSB was incorporated as a private limited company in Malaysia under the Act on 27 January IMSB has not commenced operations since its incorporation. As at the LPD, the authorised share capital of IMSB is RM50,000,000 comprising 50,000,000 IMSB Shares, of which 6,250,000 IMSB Shares have been issued and are fully paid-up. IMSB is a wholly-owned subsidiary of Impiana. As at the LPD, IMSB does not have any subsidiaries. As at the LPD, the directors of IMSB are Y. Bhg. Datin Afrizah binti Abu Bakar and Yap Weng Khoon. The selected audited financial information of IMSB since the date of its incorporation to the FYE 31 December 2014 is set out as follows: RM Revenue - Loss before taxation (1) (2,576) Loss after taxation (2,576) Note: (1) Principally attributable to the setup costs and auditor s fee. 2. DETAILS OF THE PROPOSED CHERATING LAND ACQUISITION On 15 September 2015, IMSB entered into the SPA with ICSB for the acquisition of the Cherating Land for an aggregate purchase price of RM12.50 million (excluding 6% GST). 2.1 Information on the Cherating Land The Cherating Land are located off Jalan Kuantan Kemaman trunk road within the locality of Chendor, Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang. The Cherating Land are situated about 45 kilometres due north of Kuantan town and have direct frontage onto the beach. Approach to the Cherating Land from Kuantan town is possible via Jalan Kuantan-Kemaman and thereafter turning right onto Cherating Land. The Cherating Land are each near rectangular in shape, flat in terrain and lies at the same level as the access road. They have a combined beach frontage of about 216 metres (710 feet) with an average depth of about 165 metres (541 feet). THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 30

3 Appendix II: Information of IMSB A summary of the salient information on the Cherating Land is set out below. Particulars Postal address (title particulars) Descriptions : Comprise three (3) plots of commercial land as follows: freehold land held under Geran Mukim 2564, Lot 2520, Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 11,610 square meters in area; freehold land held under Geran Mukim 5469, Lot 2521, Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 11,590 square meters in area; and Category of land : Building 99-year leasehold land expiring on 27 November 2090 held under Pajakan Mukim 629, Lot 5432, Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 12,518 square meters in area. Existing proposed use Registered Proprietor and : The Cherating Land are currently erected upon with buildings and structures that form part of the Impiana Resort Cherating, which will be demolished and developed into a proposed development known as Impiana Resort & Residences Cherating pursuant to the JDA. : ICSB Market Value : RM13.24 million, as appraised by Appraisal (Malaysia) Sdn Bhd Date of valuation : 30 March 2015 and 30 June 2015 Method of Valuation : Comparison Method Net book value : N/A (1) Express Condition : "Tanah ini hendaklah digunakan untuk bangunan perniagaan sahaja." Restriction-in-interest : "Tanah ini tidak boleh dipindahmilik, dipajak, digadai melainkan dengan kebenaran bertulis daripada Pengarah Tanah dan Galian Pahang." Encumbrances : The Cherating Land are currently charged to Bank Perusahaan Kecil & Sederhana Malaysia Berhad. Note: (1) IMSB is not privy to such information. Please refer to Section 2 of the Appendix III of this announcement for salient terms of the SPA. 31

4 Appendix II: Information of IMSB 3. DETAILS OF THE CHERATING PROJECT 3.1 Description of the Cherating Project The Cherating Land are currently erected upon with buildings and structures that form part of the Impiana Resort Cherating. After completion of the SPA, Impiana Resort Cherating will be demolished by ICSB at its own costs. IMSB and ICSB had entered into the JDA to jointly develop the Cherating Land as well as other parcels of land owned by ICSB into the Impiana Resort & Residences Cherating. The proposed development of Impiana Resort & Residences Cherating comprises of 636 units of villas and service suites to be erected thereon or such other development as may be approved by the relevant authorities and acceptable to IMSB and ICSB. The proposed development of Cherating Project is subjected to the relevant authorities' approval and ICSB has yet to submit any application to the relevant authorities in respect of the proposed development. Pursuant to and subject to the provisions of the JDA, IMSB agreed to provide ICSB the Cherating Land for the construction and development of the Impiana Resort & Residences Cherating in accordance with the development order to be applied and obtained by ICSB from the relevant authorities. A summary of the proposed development of the Cherating Project is set out below. For avoidance of doubt, details of the proposed development under the Cherating Project are subjected to change and approval from the relevant authorities. Project Phases Land to be developed Proposed development Estimated GDV Phase 1A Cherating Land 261 units of service suites and 8 units of villas Phase 1B Land owned by ICSB: Pajakan Mukim 565 Lot 4630 Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 7,965 square meters in area; and Pajakan Mukim 564 Lot 4631 Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 23,280 square meters in area. Approximately RM million 70 units of villas Approximately RM59.39 million Phase 2 Land owned by ICSB: Geran Mukim 705 Lot 2660 Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 10,220 square meters in area; Pajakan Mukim 710 Lot 2661 Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 10,940 square meters in area; and Geran Mukim 709 Lot 2662 Mukim Sungai Karang, Daerah Kuantan, Negeri Pahang measuring 11,270 square meters in area. 280 units of service suites and 17 units of villas Total 95 units of villas and 541 units of service suites Approximately RM million Approximately RM million 32

5 Appendix II: Information of IMSB Pursuant to the JDA, ICSB shall be solely responsible to apply for the relevant approvals from authorities, develop the Cherating Land and other parcels of land owned by ICSB as well as responsible for all the sales administration, management and financing of the Cherating Project. However, at this juncture, the estimated GDV is based on the conceptual master plan of the Cherating Project. Such plans are subjected to change and may not represent the actual GDV to be derived upon the completion of the Cherating Project. It is currently too preliminary to ascertain the total development costs and expected profits from the Cherating Project pending the relevant approvals from the relevant authorities. 3.2 Expected commencement and completion date ICSB shall commence the construction works on the Cherating Land within six (6) months from the date all the conditions precedent of the JDA have been fulfilled ("JDA Commencement Date"). Phase 1A of the Cherating Project is expected to be completed within four (4) years from the JDA Commencement Date. 3.3 Total capital and investment outlay The total capital and investment outlay by IMSB in the JDA is the contribution of the Cherating Land. 3.4 Sources of funds to finance the development cost ICSB agrees and undertakes with IMSB that it will source for the necessary funding as may be required for the Cherating Project and IMSB shall not be required to provide any funding to the Cherating Project other than allowing the Cherating Land to be charged to the relevant financier as security for loan as may be granted by the relevant financier for the Cherating Project. 3.5 Delivery of the possession of Cherating Land IMSB shall deliver possession of Cherating Land to ICSB upon the completion of SPA to enable ICSB to carry out demolition works on the Cherating Land. Upon delivery of the possession of Cherating Land to ICSB, ICSB shall at its own cost demolish all the existing structures and fittings on the Cherating Land before commencement of the construction of Phase 1A of the Cherating Project. ICSB's access to Cherating Land is only limited to demolishment works and shall not include the right to commence any development until all the conditions precedent of the JDA have been fulfilled. Please refer to Section 3 of the Appendix III of this announcement for salient terms of the JDA. 4. DETAILS OF THE LETTERS OF AWARD IMSB received three (3) Letters of Award all dated 11 September 2015 from ICSB, ITSB and IPSB respectively whereby IMSB has been appointed as the development consultant for the proposed development of Phases 1B and 2 of the Impiana Resort & Residences Cherating as well as Impiana Private Villas Tioman Island and Impiana Pangkor Hotel and Resort. Please refer to Section 4 of Appendix III of this announcement for salient terms of the Letters of Award. 33

6 Appendix II: Information of IMSB 4.1 Information on ICSB ICSB was incorporated as a private limited company in Malaysia under the Act on 7 October The principal activity of ICSB is operation of resort, hotel business and related services. As at the LPD, the authorised share capital of ICSB is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each in ICSB, of which 8,600,000 shares have been issued and are fully paid-up. As at the LPD, the directors of ICSB are Y. Bhg. Mej Jen (B) Dato' Mohd Ariff bin Ali, Y. Bhg. Datin Afrizah binti Abu Bakar and Mohd Yusof bin Muhammad Isahak. The details of the shareholders of ICSB and their respective shareholdings in ICSB as at the LPD are set out below: Direct Indirect Shareholders No. of shares % No. of shares % Impiana 8,100, Dato Yahya bin A Jalil 500, Y.T.M. Dato Seri Farouk bin Abdullah - - 8,100,000 (1) 94.2 Note: (1) Deemed interest by virtue of his interests in Impiana pursuant to the Section 6A of the Act. 4.2 Information on ITSB ITSB was incorporated as a private limited company in Malaysia under the Act on 11 March The ITSB is principally engage in all aspects of the hotel business and the provision of related services. As at the LPD, the authorised share capital of ITSB is RM25,000 comprising 25,000 ordinary shares of RM1.00 each in ITSB, of which two (2) shares have been issued and are fully paidup. As at the LPD, the directors of ITSB are Y. Bhg. Datin Afrizah binti Abu Bakar and Mohd Shukri bin Haji Mohd Jai. The details of the shareholders of ITSB and their respective shareholdings in ITSB as at the LPD are set out below: Direct Indirect Shareholders No. of shares % No. of shares % Y.T.M. Dato Seri Farouk bin Abdullah Y. Bhg. Datin Afrizah binti Abu Bakar Information on IPSB IPSB was incorporated as a private limited company in Malaysia under the Act on 2 November The IPSB is principally engage in all aspects of the hotel business and the provision of related services. As at the LPD, the authorised share capital of IPSB is RM500,000 comprising 500,000 ordinary shares of RM1.00 each in IPSB, of which all shares have been issued and are fully paid-up. As at the LPD, the directors of IPSB are Y.T.M. Raja Dato' Seri Eleena binti Sultan Azlan Shah, Y. Bhg. Datin Afrizah binti Abu Bakar and Mohd Shukri bin Haji Mohd Jai. 34

7 Appendix II: Information of IMSB The details of the shareholders of IPSB and their respective shareholdings in IPSB as at the LPD are set out below: Direct Indirect Shareholders No. of shares % No. of shares % Y.T.M. Dato Seri Farouk bin 499, Abdullah Y. Bhg. Datin Afrizah binti Abu Bakar 1 * - - Note: * less than 0.01% 5. DETAILS OF THE HMAs On 11 September 2015, IMSB entered into three (3) HMAs with three (3) hotel owners, namely ICSB, IHISB and ITSB, whereby IMSB has been appointed exclusively by ICSB, IHISB and ITSB as the manager to manage and operate the Impiana Resort & Residences Cherating, Impiana Hotel Ipoh and Impiana Private Villas Tioman Island respectively based on the terms and conditions set out in the HMAs. Please refer to Section 5 of Appendix III of this announcement for the salient terms of the HMAs. 5.1 Information on Impiana Resort & Residences Cherating The current Impiana Cherating Resort erected on the Cherating Land shall be demolished by ICSB at its own costs prior to the proposed development of Cherating Project by IMSB and ICSB. Upon the completion of the Cherating Project, Impiana Resort & Residences Cherating will be a four (4) star establishment comprising 207 units of service suites. Additional facilities include, amongst others, club house, restaurants, beach restaurant, beach sport store, beach bar, kids club, swimming pool and retails shops. Impiana Resort & Residences Cherating will be occupying a site of approximately acres, situated in the remote part of one of East Coast's golden sandy beaches and home to the sea turtles. The resort will provide its guests with an experience from a unique blend of casual beachside lifestyle and traditional luxury. Details of the Cherating Project are set out in the Section 3 of Appendix II of this announcement. 5.2 Information on IHISB and Impiana Hotel Ipoh IHISB was incorporated as a private limited company in Malaysia under the Act on 23 September The IHISB is principally engage in operation of resort, hotel business and related services. IHISB is a wholly-owned subsidiary of Impiana as at the LPD. As at the LPD, the authorised share capital of RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each in IHISB, of which 10,000,000 shares have been issued and are fully paid-up. As at the LPD, the directors of IHISB are Y.T.M. Dato' Seri Farouk bin Abdullah and Y.Bhg. Datin Afrizah binti Abu Bakar. 35

8 Appendix II: Information of IMSB Impiana Hotel Ipoh is centrally located allowing easy accessibility to Ipoh Town and the Ipoh Parade Mall. Also within five (5) minutes of the Impiana Hotel Ipoh is the Royal Perak Golf Club and the Sultan Abdul Aziz Recreation Park (also known as Polo Ground). The hotel offers 200 guestrooms from Deluxe, Club, Premier to Suite rooms with views of the rugged limestone hills of Ipoh. All rooms are equipped with free WiFi, mini bar, coffee & tea making tray, modern bathrooms and telephone connectivity. 5.3 Information on Impiana Private Villas Tioman Island The new Impiana Private Villas Tioman Island will be erected on District of Rompin, Mukim Tioman in Tedau, Mukau in Pahang Darul Makmur measuring approximately 51,290 square meters. Impiana Private Villas Tioman Island will be a five (5) star resort comprising of 30 private villas, which will be developed by ITSB within four (4) years. Tioman Island can be regarded as one of the Malaysia's tourist destination in terms of tranquillity, diving spots white beaches with a backdrop of flush forests and rock foundations. The proposed Impiana Private Villas Tioman Island is located approximate 20 minute boat ride from the airport. Other facilities for the proposed Impiana Private Villas Tioman Island include, amongst others, CCTV guard house & security system, jetty, sunset bar and with specialty restaurants. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 36

9 1. SALIENT TERMS OF THE DEED OF ASSIGNMENT Other salient terms of the Deed of Assignment are as follows: in consideration of the sum of RM150,000 only paid by IMSB to Impiana, Impiana assigns, transfers and conveys absolutely to IMSB all its rights, title and interest in and to the intellectual property rights pertaining to the "Elitus" trademark with goodwill including the patents, the trademarks and the documentation which have been duly registered under classes 39 & 43 with Intellectual Property Corporation of Malaysia pursuant to the Trade Marks Act 1976, and Trade Marks Regulations Impiana agrees and confirms that Impiana shall have no rights, title and interests whether legal or equitable or anything whatsoever in and to the intellectual property "Elitus", patents, trademarks or documentation or any part thereof and Impiana acknowledges that from the date of the Deed of Assignment, IMSB is the party entitled to the legal and equitable rights, title and interest in and to the intellectual property "Elitus", patents, trademarks or documentation. 2. SALIENT TERMS OF THE SPA Other salient terms of the SPA are as follows: 2.1 Conditions Precedent The SPA is subjected to the fulfilment of the following conditions precedent ( SPA Conditions Precedent ) within six (6) months from the date of the SPA or such further period as the parties of the SPA may mutually agree in writing ( SPA Conditional Period ): (b) the consent from the state authority to transfer the Cherating Land to IMSB; and the consent from the ICSB's financier to redeem the Cherating Land without the need for ICSB to repay the entire loan. In the event that any of the SPA Conditions Precedent is not fulfilled upon the expiry of the SPA Conditional Period, then the SPA shall automatically terminate whereupon: if the First Payment is still in the possession of ICSB's solicitors, ICSB shall cause ICSB's solicitors to forthwith within seven (7) working days from such termination refund the First Payment to IMSB free of interest; OR (b) if the First Payment has been remitted to the Inland Revenue Board ( IRB ) by ICSB's solicitors and to the Royal Malaysian Customs ( RMC ) by ICSB, ICSB will claim the refund of the First Payment from the IRB and the RMC and refund the same to IMSB free of interest upon ICSB's receipt of the same. In exchange for such refund, IMSB shall return and/or cause to be returned all documents deposited by ICSB with IMSB and IMSB's solicitors with ICSB's interest therein remains intact and, at IMSB's own cost and expense, withdraw and/or cause to be withdrawn the private caveat lodged by IMSB over the Cherating Land, if any. Thereafter, the SPA shall become null and void and be of no further effect. Neither party of the SPA shall have any claim whatsoever against the other save and except for any antecedent breach. ICSB shall thereafter be at liberty to sell or otherwise deal with the Cherating Land or any part thereof in such manner as ICSB shall think fit and shall not be accountable to IMSB for any profit on such sale or dealing. 37

10 2.2 Purchase price of Cherating Land The total consideration for the Cherating Land is RM13,250,000 comprising the purchase price of RM12,500,000 ( Cherating Land Purchase Price ) and 6% GST of RM750,000, which shall be paid in the following manner: upon execution of the SPA, the deposit of RM397,500 ( First Payment ) comprising the following was paid by IMSB to ICSB s solicitors as stakeholder: (b) RM375,000 by way of deposit and part payment towards the Cherating Land Purchase Price; the balance sum of RM22,500 being part payment of the GST; and the balance of RM12,852,500 ( Balance Total Payment ) comprising the following shall be paid by IMSB to ICSB s solicitors as stakeholder on or before the day falling 90 days from the date on which all the SPA Conditions Precedent (as defined in Section 2.1 of Appendix III) have been fulfilled ( SPA Completion Period ): (b) the balance of the Cherating Land Purchase Price of RM12,125,000; and the balance of the GST of RM727,500. Notwithstanding Section 2.2 above, in the event that IMSB is unable to settle the Balance Total Payment or any part thereof upon the expiry of the SPA Completion Period, ICSB shall grant to IMSB an automatic extension of 30 days from the expiry of the SPA Completion Period ( Extended SPA Completion Period ) to settle the Balance Total Payment provided that IMSB shall pay interest at the rate of 8% per annum on the Balance Total Payment or any part thereof remain outstanding calculated on a day to day basis from the day immediately after the expiry of the SPA Completion Period to the date the Balance Total Payment is paid in full to ICSB s solicitors as stakeholder in accordance with Section 2.2 above. The date when the Balance Total Payment is fully deposited by IMSB with ICSB s solicitors as stakeholder within the SPA Completion Period or the Extended SPA Completion Period, as the case may be, shall be the completion date of the SPA. 3. SALIENT TERMS OF THE JDA Other salient terms of the JDA are as follows: 3.1 Conditions Precedent The JDA is conditional upon the fulfilment of the following conditions precedent within 18 months from the date of the JDA: (iv) (v) approval of ICSB's directors and shareholders to enter the JDA; approval of IMSB's directors and shareholders to enter the JDA; the completion of the SPA of Cherating Land and the receipt by ICSB of the original title to Cherating Land duly registered in IMSB's name; ICSB having obtained the development order and all the relevant approvals from the relevant authorities for the Cherating Project; and IMSB granting a revocable power of attorney in respect of the Cherating Land and Cherating Project to ICSB in the form as prescribed in the JDA. 38

11 3.2 Entitlement of IMSB In consideration of IMSB providing the Cherating Land for the development of the Phase 1A of the Cherating Project, IMSB shall be entitled to the following: Cash Entitlement IMSB is entitled to payment in cash equivalent to 38% of the total profit before tax of Phase 1A as may be calculated as follows:- D = (A-B-C) x 38% A: actual development value of Phase 1A of Cherating Project B: actual development cost of Phase 1A of Cherating Project C: cost of Cherating Land of RM12.50 million D: cash entitlement of IMSB ( Cash Entitlement ) The Cash Entitlement must be paid as follows: (b) within three (3) months from the finalisation of the project accounts, IMSB shall be paid the first tranche of the Cash Entitlement which is equivalent to 38% of the profit before tax of Phase 1A as may be recorded in the project accounts. For the avoidance of doubt, the project accounts must be finalised no later than 12 months from the completion of Phase 1 (which comprises of Phases 1A and 1B) of Cherating Project; and within 12 months from the finalisation of the project accounts, IMSB shall be paid the balance of the Cash Entitlement, if any, by way of cash payment or such other mode as may be agreeable by the parties. For the avoidance of doubt, the balance of the Cash Entitlement is due and payable to IMSB upon the expiry of 12 months from the finalisation of the project accounts, regardless of the sales of the project units for Phase 1 (which comprises of Phases 1A and 1B) of Cherating Project. Project Units Entitlement (b) such number of service suites to be constructed under the Cherating Project having the total value equivalent to the cost of Cherating Land of RM12.50 million. The value of the service suites shall be calculated based on the launching price of the relevant service suites, and the allocation to IMSB will be such number of service suites equivalent to RM6.25 million in Phase 1A and such number of service suites equivalent to RM6.25 million in Phase 2 respectively. The vacant possession of the same shall be delivered upon the issuance of the certificate of completion and compliance by the appointed architect ( Project Units Entitlement ). if there is any fraction of a whole service suite to be allocated to IMSB, and the value of the fraction of the whole service suite is less than 50% of the launching price of the relevant service suite, the fractional sum shall be settled in cash by ICSB to IMSB upon the upon the issuance of the certificate of completion and compliance for Phase 1A or Phase 2 of Cherating Project by the appointed architect, as the case may be; 39

12 (c) (d) if there is any fraction of a whole service suite to be allocated to IMSB and the value of the fraction of the whole service suite is equal or more than 50% of the launching price of the relevant service suite, IMSB shall purchase the service suite by settling the differential sum to ICSB upon the issuance of the certificate of completion and compliance for Phase 1A or Phase 2 by the appointed architect, as the case may be; the selection of the service suites shall be made upon the receipt of approval of the approved plans for the Cherating Project by the relevant authorities by way of mutual agreement of the parties. (Cash Entitlement and Project Units Entitlement collectively referred to as the IMSB s Entitlement ). ICSB further agrees and covenants with IMSB to appoint IMSB as the development consultant for Phases 1B and 2 of the Cherating Project with a consultant fee payable at the rate of 3% of the GDV of Phases 1B and Phase 2 of the Cherating Project in accordance with the terms of Letter of Award granted by ICSB to IMSB. 3.3 ICSB's covenants ICSB shall be responsible, amongst other, as follows: (iv) (v) to cause the layout plan, building plans, schematic plans, working drawings, elevations, specifications, design and all other relevant plans for the Cherating Project to be drawn up by a competent architect and thereafter within reasonable time after its completion by the architect submit the same to the relevant authorities for approval; to apply for and to obtain approvals for conversion in land use, environmental impact assessment report and other relevant approvals in respect of the Cherating Project from the relevant authorities; to develop and construct on the Cherating Land and other parcels of land owned by ICSB in phases the Cherating Project as ICSB shall deemed appropriate, the proposed development of the Cherating Project is described in Section 3 of Appendix II; responsible for all matters pertaining to the sales administration, management and finance of the Cherating Project; and to complete, deliver vacant possession with certificate of completion and compliance, and execute such instruments and documents in order to vest all rights, title and interest of Project Units Entitlement to IMSB in accordance with the provision of the JDA. 3.4 IMSB's covenants IMSB agrees, covenants and undertakes with ICSB as follows: IMSB agrees to charge and undertakes to execute legal charges over the Cherating Land in favour of any bank or financial institution as security for a loan to be obtained by ICSB for Cherating Project provided that such loan shall be restricted to the working capital requirement of the Cherating Project and any other purpose directly in connection with the Cherating Project; IMSB shall not create or permit to be created any charge or other encumbrance or security interest to the Cherating Land or sell, transfer or otherwise deal with Cherating Land and or its rights, title and interest; and 40

13 IMSB shall ensure that no person claiming to have any estate, right or interest in, over or in relation to the Cherating Land shall exercise or make any claim in such manner as shall hinder or prevent the due and continuous progress of the Cherating Project carried out by ICSB. 3.5 Events of default Default by ICSB If ICSB fails to complete Phase 1A of the Cherating Project within four (4) years from the Joint Development Commencement Date or in breach of any terms of the JDA and such breach is not remedied within a period of 30 days from the date of notice by IMSB, IMSB shall be entitled to the following: to exercise a step-in right to take over and complete Phase 1A of the Cherating Project as though it is the developer for Phase 1A of the Cherating Project; to demand for specific performance against ICSB; or to terminate the JDA by giving termination notice to ICSB. In the event step-in right is exercised by IMSB in accordance with Section above, ICSB shall render all assistance as may be required by IMSB with respect to Phase 1A of the Cherating Project including providing a power of attorney to IMSB to take the necessary actions or steps to complete the Phase 1A of the Cherating Project and in the exercise of the step-in right by IMSB, IMSB s Entitlement shall be revised in accordance with terms as may be mutually agreed between the parties Consequence of default by ICSB In the event that the JDA is terminated and the defaulting party is ICSB, then: (iv) ICSB shall forthwith return or caused to be returned all documents whatsoever received by ICSB to IMSB; ICSB shall at its own cost and expenses remove all charges, caveats lodged by ICSB or its nominees or financiers on Cherating Land within 30 days from the date of termination or such other date to be mutually agreed by the parties; ICSB shall cease all the works on the Cherating Land and remove from the Cherating Land all its workmen, employees, servants, agents contractors and sub-contractors and re-deliver possession of Cherating Land to IMSB, and in the event ICSB has commenced construction on the Cherating Land and the construction is on-going, the parties shall by way of mutual agreement decide on the way forward with respect to the construction; in the event ICSB has commenced construction on the Cherating Land and the construction is on-going, the parties shall by way of mutual agreement decide on the way forward with respect to the construction Default by IMSB Thereafter, neither party shall have any further claim against the other on any matter in respect, or arising out of the JDA and IMSB shall be at liberty to deal with the Cherating Land as it shall see fit without having to account to ICSB. If IMSB is in breach of any terms of the JDA and such breach is not remedied within a period of 30 days from the date of notice by ICSB, ICSB shall be entitled to demand for specific performance against IMSB or terminate the JDA by giving termination notice to IMSB. 41

14 3.5.4 Consequence of default by IMSB In the event that the JDA is terminated and the defaulting party is IMSB, then: (iv) the possession of the Cherating Land shall be deemed re-delivered to IMSB; ICSB shall at its own cost and expenses remove all charges or caveats lodged by ICSB or its nominees or financiers on the Cherating Land within 30 days from the date of termination or such other date to be mutually agreed by the parties; ICSB shall return the original document of titles for the Cherating Land (in the event the Cherating Land is amalgamated, the original document of title for the amalgamated Cherating Land) to IMSB; and in the event ICSB has commenced construction on the Cherating Land and the construction is on-going, the parties shall by way of mutual agreement decide on the way forward with respect to the construction. Thereafter, neither party shall have any further claim against the other on any matter in respect, or arising out of the JDA and IMSB shall be at liberty to deal with the Cherating Land as it shall see fit without having to account to ICSB. 4. SALIENT TERMS OF THE LETTERS OF AWARD Other salient terms of the Letters of Award are as follows: 4.1 Duties and responsibility of IMSB IMSB shall: (iv) (v) provide expert advice on the design and development concept including working with the appointed experts; provide expert advice on the marketing concept entailing the method, medium, appropriate target market; provide recommendations and advise on the selection of other specialists including but not limited to contractors, surveyors, planners, architects and interior designers; attend and participate in meetings with the appointed specialists including but not limited to the appointed construction company, architect and designer; and advise on all the relevant approvals as required to facilitate the development, in relation to each of the project awarded pursuant to the Letters of Award. 4.2 Professional Fees In consideration of the services, IMSB shall be paid fees equivalent to: three per centum (3%) of the GDV of the Phases 1B and 2 of the Cherating Project of RM198.1 million including GST, payable from the date of first invoice by IMSB over a period of five (5) years; three per centum (3%) of the GDV of the proposed development of Impiana Pangkor Hotel and Resort of RM50.0 million including GST, payable from the date of first invoice by IMSB over a period of three (3) years; and 42

15 three per centum (3%) of the GDV of the proposed development of Impiana Private Villas Tioman Island of RM30.0 million including GST, payable from the date of first invoice by IMSB over a period of three (3) years. The fees are subject to the adjustments upon finalisation of the project accounts by ICSB, ITSB and IPSB respectively. A retention sum equivalent to 10% of the fees payable will be retained and subsequently released to IMSB upon the completion of works and finalisation of accounts by ICSB, ITSB and IPSB respectively. 4.3 Termination The Letters of Award may be terminated by either party upon 21 days written notice in the event of failure by the other party to perform in accordance with the terms of the Letters of Award constituting a material breach of terms of the Letters of Award through no fault of the terminating party. 5. SALIENT TERMS OF THE HMAs 5.1 Term Other salient terms of the HMAs are as follows: The term of each of the HMAs shall commence upon signing of the HMAs and shall expire, unless sooner terminated, at midnight, local time, ten (10) years from the respective Effective Date ( Term ) and shall be subjected to the provisions for termination and renewal. The effective date shall mean the date of first invoice as may be issued by IMSB or such other date to be mutually agreed between the parties ( Effective Date ). 5.2 Renewal Both parties of the HMAs shall have the option to renew the relevant HMAs for another term of five (5) years provided that the option is exercised at least three (3) months prior to the expiry date of the relevant HMAs and that IMSB has not committed any breach of the terms and conditions under the relevant HMAs. 5.3 Management Fee IMSB as the manager for the respective hotels shall be entitled to a flat management fee equivalent to: 5% of the gross operating revenue of the Impiana Resort & Residences Cherating for the relevant financial month inclusive all taxes including but not limited to GST; 3.5% of the gross operating revenue of the Impiana Hotel Ipoh for the relevant financial month inclusive all taxes including but not limited to GST; and 5% of the gross operating revenue of the Impiana Private Villas Tioman Island for the relevant financial month inclusive all taxes including but not limited to GST. 43

16 5.4 Termination If at any time during the relevant Term any of the following events shall occur the nondefaulting party of the relevant HMAs may, at its option, terminate the relevant HMAs by giving written notice to the other party of the relevant HMAs, specifying a date, not earlier than 30 days after the giving of such notice, when the relevant HMAs shall terminate: (b) (c) (d) (e) (f) if IMSB or the other party of the relevant HMAs ( Owner ) shall breach any material representation, warranty, undertakings or covenant contained in the relevant HMAs or shall default in the performance of any obligation hereunder and such breach or default (if capable of being remedied) is not remedied within 30 days following notice thereof; if IMSB or the Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets or make a general assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy or a petition seeking reorganisation, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulation, or file any answer admitting the material allegations of a petition filed against it in any such proceeding, or be adjudicated a bankrupt or insolvent, or take any action towards dissolution; if any final order, judgement or decree (that is, an order judgement or decree affirmed on appeal to a court of final appeal or after the expiration of any appeal) shall be entered without the application, approval or consent of IMSB or the Owner by any court or competent jurisdiction, approving a petition seeking reorganisation, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulation with respect to IMSB or the Owner, or appointing a receiver, trustee or liquidator thereof of all or a substantial part of its assets and such order, judgement or decree shall continue unstayed and in effect for an aggregate of 30 days (whether or not consecutive); if the Owner, without justifiable cause fails to provide the required fund in accordance with the approved budget resulting in IMSB being unable to operate the relevant hotel and that the service or quality standards of the relevant hotel or the relevant hotel s financial condition is adversely affected in a material manner; provided that in such an event a notice of 30 days has been served to the Owner and the Owner has failed to do so within the period of notice; if the Owner fails to commence refurbishment of the relevant hotel as provided in the approved budget at the request of IMSB or if the Owner without cause fails to approve the budget or any part thereof in respect of capital expenditure and within the grace period stipulated in the relevant HMAs, resulting IMSB being unable to operate the relevant hotel and that the service or quality standards of the relevant hotel or the relevant hotel s financial condition is adversely affected in a material manner, provided that in such an event a notice of 30 days has been served to the Owner by IMSB, requesting the Owner to refurbish the relevant hotel and the Owner has failed to commence refurbishment of the relevant hotel within the period of notice; or if IMSB establishes that the Owner is interfering substantially and unreasonably, in terms of frequency and subject matter, in the routine day-to-day operations of the relevant hotel in such a disruptive manner that IMSB is unable to properly perform its obligations under the relevant HMAs, provided that IMSB has given written notice to the Owner specifying the undesirable interfering activities and the Owner fails to correct its activities within the grace period stipulated. In such event, neither party of the relevant HMAs shall have any further obligation to the other party of the relevant HMAs, except for liabilities accruing, or based upon events occurring, prior to such termination date. 44

17 5.5 Termination by the Owner If at any time during the term of the relevant HMAs any of the following events shall occur then the Owner shall be entitled to terminate the relevant HMAs by giving written notice to IMSB specifying a date when the relevant HMAs shall terminate: If IMSB, (except for due to force majeure event or circumstances beyond the reasonable control of IMSB) fails to meet any key performance indicators for any consecutive two (2) fiscal years excluding the first full fiscal year from the Effective Date. 5.6 Actions to be taken on termination or expiry Termination by IMSB Upon termination of the relevant HMAs by IMSB due to the default of the Owner, the following shall be applicable: (b) (c) within 30 days after the said termination the Owner shall pay IMSB all fees and other payments accrued and due under the terms and provisions of the relevant HMAs up to the date of termination including all reasonable and direct losses suffered by IMSB due to the termination of the relevant HMAs; the Owner shall cease to use all trade names, trademarks and other intellectual property rights as adopted for the operation of the relevant hotel and licensed by IMSB and all proprietary rights in such trade names, trademarks and other intellectual property rights shall forthwith revert to IMSB; a joint audit shall be carried out by the Owner, IMSB and independent auditors within 14 days after the said termination for the handover of the movable and immovable properties of the relevant hotel and the books and records with respect to the relevant hotel ( Joint Audit ); (d) provided that the Joint Audit has been carried out, the IMSB shall within 30 days after the said termination vacate and surrender the relevant hotel including all moveable and immovable properties of the relevant hotel to the Owner; (e) provided that the Joint Audit has been carried out, the IMSB shall within 30 days after the said termination assign and transfer to the Owner: all of the Owner's books and records with respect to the relevant hotel in the custody and control of IMSB, and all of IMSB s rights, titles and interests in and to all licences and permits, if any, used by IMSB in the operation of the relevant hotel; and (f) the Owner shall be entitled to appoint another entity to manage the relevant hotel or make other arrangements for the management of the relevant hotel. 45

18 5.6.2 Termination by the Owner Upon termination of the relevant HMAs by the Owner due to the default of IMSB, the following shall be applicable: (b) (c) (d) within 30 days after the said termination, the Owner shall pay IMSB all fees and other payments accrued and due under the terms and provisions of the relevant HMAs up to the date of termination and IMSB shall pay the Owner all reasonable and direct losses suffered by the Owner due to the termination of the relevant HMAs; the Owner shall cease to use all trade names, trademarks and other intellectual property rights as adopted for the operation of the relevant hotel and licensed by IMSB and all proprietary rights in such trade names, trademarks and other intellectual property rights shall forthwith revert to IMSB; a Joint Audit shall be carried out within 14 days after the said termination;provided that the Joint Audit has been carried out, IMSB shall within 30 days after the said termination vacate and surrender the relevant hotel including all moveable and immovable properties of the relevant hotel to the Owner; provided that the Joint Audit has been carried out, IMSB shall within 30 days after the said termination assign and transfer to the Owner: all of the Owner's books and records with respect to the relevant hotel in the custody and control of IMSB; and all of IMSB s rights, titles and interests in and to all licences and permits, if any, used by IMSB in the operation of the relevant hotel; and (e) the Owner shall be entitled to appoint another entity to manage the relevant hotel or make other arrangements for the management of the relevant hotel. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 46