Upon completion of the Proposed Acquisition, SPSB will become a wholly-owned subsidiary of Digistar.

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1 DIGISTAR CORPORATION BERHAD ( DIGISTAR or the Company ) - PROPOSED ACQUISITION OF THE REMAINING 40% EQUITY INTEREST IN SENI PUJAAN SDN BHD ( SPSB ) FOR A PURCHASE CONSIDERATION OF RM13.00 MILLION 1. INTRODUCTION The Board of Directors of Digistar wishes to announce that the Company had on 16 July 2012 entered into a Share Sale Agreement ( SSA ) to acquire the remaining 100,000 ordinary shares of RM1.00 each ( Sale Shares ) representing 40% of the total issue and paid-up share capital of Seni Pujaan Sdn Bhd from Lee Poh Chau (the Vendor ) for a cash consideration of RM13,000, ( Proposed Acquisition ). Upon completion of the Proposed Acquisition, SPSB will become a wholly-owned subsidiary of Digistar. 2. INFORMATION ON SENI PUJAAN SDN BHD ( SPSB ) SPSB was incorporated in Malaysia under the Companies Act, 1965 on 21 April 2008 as a private limited company under its present name. The authorised share capital of SPSB is RM500,000 comprising of 500,000 ordinary shares of RM1.00 each, of which RM250,000 comprising of 250,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The current shareholders of SPSB and their respective shareholdings are as follows:- Shareholder Number of Ordinary Shares of RM1.00 each Digistar 150,000 Lee Poh Chau 100,000 Madam Lee Poh Chau, a Malaysian, is the owner of the 40% equity interest in SPSB. She is neither a major shareholder of Digistar nor a director of Digistar/SPSB. The Directors of SPSB are Datuk Lee Wah Chong, Mr Ong Fee Chong and Mr Lye Siang Long. SPSB is a property developer. On 12 October 2010, SPSB entered into a joint venture agreement with Yayasan DMDI DMDI to undertake a commercial development project on all that piece of leasehold land held under H.S. (D) 64114, PT 15, Kawasan Bandar XXVII, District of Melaka Tengah, State of Melaka and all that piece of leasehold land known as PT 20, Kawasan Bandar XXVII, District of Melaka Tengah, State of Melaka, dubbed The Heritage. Under the said joint venture arrangement, DMDI, being the landowner of the said leasehold lands, agreed to appoint SPSB to undertake the entire development and implementation to construct the buildings on a turnkey design and build basis, including but not limited to preparing the site layout plans, preliminary sketch designs, architectural drawings, structural drawings, service drawings and all other detailed plans and drawings as may be necessary for the proper construction and completion of the construction works and also to obtain necessary approvals from the relevant authorities and completing the works, at SPSB s own costs. 1

2 On 28 April 2011, Digistar ventured into the property development sector via the acquisition of a 60% equity stake in SPSB. The said property development project engaged by SPSB was launched on 18 October The project involves a commercial development comprising 250 serviced suites and 11 units of retail shops with an estimated gross development value of RM150 million. The completion date for the project is expected to be in The Heritage is located in the city of Melaka, which was listed as a UNESCO World Heritage Site in 2008, and is at the intersection of Jalan Merdeka and Jalan Parameswara, Melaka. Some of the envisaged facilities include cafeteria, gymnasium, multi-purpose hall, meeting room, WiFi and internet access and 24-hour security services. The Heritage will be managed similar to a luxury serviced accommodation where owners can lease their units for long or short stays. 3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION The total purchase consideration for the Acquisition of RM13,000,000 was arrived at on a willing buyer-willing seller basis after taking into consideration the future earnings potential of SPSB. from the development of the project arising from its ready infrastructure and established location in the heart of Melaka with good accessibility through some major roads and close proximity to comprehensive range of amenities and facilities,. 4. SALIENT TERMS OF THE SSA Subject to the terms and conditions of this Agreement, the Vendor hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase from the Vendor the Sale Shares free from all liabilities, claims, charges, liens, encumbrances and equities together with all rights attached thereto and all dividends and distributions declared paid or made in respect thereof on and after the completion date for the consideration stated in Section 4.1(i) hereof. 4.1 Consideration (i) The total purchase consideration for the purchase of the Sale Shares ( the Purchase Price ) shall be the sum of Ringgit Malaysia Thirteen Million (RM13,000,000.00) only; (ii) Upon execution of this Agreement, a deposit of Ringgit Malaysia One Million Three Hundred Thousand (RM1,300,000.00) only shall be paid by the Purchaser to the Vendor; and (iii) The balance of Ringgit Malaysia Eleven Million Seven Hundred Thousand (RM11,700,000.00) only shall be paid by the Purchaser to the Vendor within 3 months from the date of this SSA. 2

3 4.2 Completion Completion of the sale and purchase of the Sale Shares shall take place on the date ( the Completion Date ) upon the execution of following actions by the parties hereto whichever is later:- (i) By the Vendor The Vendor shall deliver to the Purchaser the valid and registrable instruments of transfer duly executed in favour of the Purchaser in respect of the Sale Shares accompanied by the share certificates; and (ii) By the Purchaser Simultaneously, the Purchaser shall pay the Purchase Consideration in the manner referred to in Section 4.1(ii) and 4.1(iii) hereof. 5. EFFECTS OF THE PROPOSED ACQUISITION 5.1 Share Capital and Shareholding Structure The Proposed Acquisition will have no effect on the issued and paid-up share capital and shareholding structure of the Company as it will be satisfied wholly by cash and does not involve any issuance of new ordinary shares. 5.2 Net Assets ( NA ) and Gearing The Proposed Acquisition will have no effect on the consolidated NA of Digistar and will not have a material effect on the gearing of Digistar for the financial year ending 30 September Earnings The Proposed Acquisition is not expected to have a material impact on the earnings of Digistar for the financial year ending 30 September However, the Proposed Acquisition is expected to contribute positively to the future earnings of Digistar. 6. SOURCE OF FUNDING The purchase consideration is expected to be funded entirely via internally generated funds. 7. ASSUMPTION OF LIABILITIES There are no other liabilities, including contingent liability and guarantee, to be assumed by the Group arising from the Proposed Acquisition. 3

4 8. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 22.5%. 9. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval from any governmental authority and the shareholders of Digistar. 10. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED None of the Directors or major shareholders of Digistar and/or persons connected to them have any interest, whether direct or indirect in the Proposed Acquisition. 11 RATIONALE FOR THE PROPOSED ACQUISITION The acquisition of the 40% equity interest in SPSB is to enable Digistar to hold 100% equity interest in SPSB and is thus expected to contribute further to the future earnings of Digistar. The Proposed Acquisition will widen Digistar business activity and establish another footprint for the Digistar Group in the property development sector. The Proposed Acquisition will provide an opportunity for the Digistar Group to broaden and expand its earnings base, thus improving Digistar long-term growth and earnings base. The future earnings from SPSB are expected to contribute positively to the Digistar Group s earnings in the future years. 12. DIRECTORS' STATEMENT The Board after having considered all aspects of the Proposed Acquisition is of the opinion that the Proposed Acquisition is in the best interest of the Digistar Group. 4

5 13. PROSPECTS AND RISK FACTORS OF THE PROPOSED ACQUISITION 13.1 Prospect According to the market assessment report on the proposed commercial development The Heritage from JS Valuers Research & Consultancy Sdn Bhd, the subject property, comprising 250 serviced suites and 11 units of retail shops, is viable, taking into consideration of the favourable outlook for the Melaka s tourism sector, supported by the improving economic outlook and strategic location of the subject property. The improving state s economy and flourishing tourism sector have encouraged a number of new commercial developments being introduced in the market, particularly the hospitality developments and luxurious serviced apartments. The new luxurious serviced apartment projects in the city center revived the general market interest of the high-end condominium and serviced apartment market in Melaka, which have been largely inactive for the past decade. With the inclusion of Melaka as the UNESCO s World Heritage Site, the tourist arrival to the state has shown significant increase. This augurs well for the development of the subject property, which is located about 300 meters away from the core zone of the internationally acclaimed heritage site. Most of the serviced apartment units also overlook the heritage site. The proposed serviced suites are ideal holiday home for seasoned travellers to Melaka due to its strategic location, which is near the heritage site and close to the largest shopping area in the state, comprising Dataran Pahlawan Melaka Megamall, Mahkota Parade and Hatten Square. With the management team in place, the developer will also help the owners to generate rental income by renting out the serviced suites when the units are not occupied. The proposed 2 storey retail shops will benefit from the spill over demand from the nearby shopping complexes as well as the shop offices in Melaka due to its strategic location, which is sandwiched between Dataran Pahlawan Melaka Megamall and the successful commercial areas in Taman Melaka Raya. The proposed retail shops when completed will be part of the thriving retail and commercial area in Melaka city center. In view of the above, the Board of Digistar is of the view that prospects for the proposed development are positive and is not aware of any risk factors arising from the Proposed Acquisition other than the normal market, business and global economic risks. 5

6 13.2 Risk Factors (i) Inherent business risks The Proposed Acquisition will expand the business activities of Digistar to include those of the property development industry. The business risk factors include but are not limited to intensity of competition, dependence on labour, fluctuation in the prices of raw materials, changes in general economy and business conditions. (ii) Risk relating to the Proposed Acquisition There can be no assurance that the anticipated benefits of the Proposed Acquisition will be realized, or that the Digistar will be able to generate sufficient revenues from the Proposed Acquisition to offset the associated acquisition cost. However, the Board will seek to mitigate such risk by adopting prudent investment strategies and conducting feasibility assessment and review prior to making its investment decisions. (iii) Reliance on key management personnel The success of SPSB will depend, to a certain extent, upon the ability and continued participation and efforts of its existing key management personnel. The loss of any key management personnel could materially affect the business, operating results and financial conditions of SPSB and ultimately Digistar. To mitigate this risk, Digistar has been recruiting well experience senior management personnel in the day to day operations for this division. 14. ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED ACQUISITION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within 3 months upon signing the SSA. 15. DOCUMENTS FOR INSPECTION The SSA will be made available for inspection at the Registered Office of Digistar at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, during normal business hours from Mondays to Fridays (except Public Holidays) for a period of 3 months from the date of this announcement. This announcement is dated 16 July