2.1.2 The Purchaser will assume and repay specific liabilities of EVSB due to GRSB amounting to RM7,890,000, a 100% owned subsidiary of GUNUNG.

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1 GUNUNG CAPITAL BERHAD ( GUNUNG OR THE COMPANY ) PROPOSED DISPOSAL OF 1,160,000 ORDINARY SHARES OF EV BUS SDN BHD ( EVSB ) REPRESENTING 100% EQUITY INTEREST IN EVSB FOR TOTAL CASH PROCEEDS OF RM9,050,000 ( PROPOSED DISPOSAL ) 1. INTRODUCTION Gunung Capital Berhad ( GUNUNG ) had on 14 July 2014 entered into a Share Sale Agreement ( SSA ) to dispose of 1,160,000 ordinary shares in EV Bus Sdn Bhd ( EVSB ), representing 100% of the total issued and paid-up share capital in EVSB at a price of RM1,160,000 or RM1.00 per share to Best Venture Capital Sdn Bhd ( Purchaser ). The Purchaser will also assume, and repay specific liabilities of EVSB due to Gunung Resources Sdn Bhd ( GRSB ), a wholly owned subsidiary of GUNUNG, amounting to RM7,890,000. The cash proceeds from this transaction total RM9,050,000 ( the Proposed Disposal ). Upon disposal, EVSB shall cease to be a subsidiary of GUNUNG. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Details of the Proposed Disposal The Proposed Disposal entails the disposal by GUNUNG of 100% equity interest in EVSB, comprising of 1,160,000 ordinary shares, to the Purchaser The Purchaser will assume and repay specific liabilities of EVSB due to GRSB amounting to RM7,890,000, a 100% owned subsidiary of GUNUNG. 2.2 Disposal consideration The disposal consideration ( Total Proceeds ) amounting to RM9,050,000 cash consideration, comprises of the following : (i) RM1,160,000 or RM1.00 per share for 1,160,000 shares in EVSB; and (ii) RM7,890,000 for the assumption and repayment of liabilities due from EVSB to GRSB. The Purchaser shall pay RM1,160,000 of Total Proceeds to GUNUNG within 7 days from the date of signing this agreement for the Sale Shares and the Purchaser shall pay RM7,890,000 of Total Proceeds to GRSB within 7 days from the date of delivery of the titles for the Properties registered under the Company to the Purchaser, and delivery of vacant possession of the Properties, provided always that GUNUNG shall grant an extension of 1 week to enable the Purchaser to complete the payment of the Total Proceeds.

2 2.3 Other salient terms of the SSA The other salient terms and conditions of the SSA are as follows: The SSA shall be conditional upon EVSB being at all times the registered and beneficial owner of its properties which shall be free from any encumbrances, and the full settlement of the liabilities due to GRSB EVSB is the registered and beneficial owner of a piece of land held under PT 32382, Mukim Asam Kumbang, Daerah Larut dan Matang, Perak Darul Ridzuan EVSB is the beneficial owner, pursuant to a Sales & Purchase Agreement dated 5 th June 2014 between the EVSB and GRSB, of a piece of land held under Lot 19789, Mukim Asam Kumbang, Daerah Larut dan Matang, Perak Darul Ridzuan, which is in the process of being transferred & registered to EVSB EVSB is the beneficial owner, pursuant to a Sales & Purchase Agreement dated 5 th June 2014 between the EVSB and GRSB, of a piece of land with an attached factory cum office, held under Lot 5911, Mukim Asam Kumbang, Daerah Larut dan Matang, Perak Darul Ridzuan, which is in the process of being transferred & registered to EVSB Total Proceeds means the sum of RM9,050,000 comprising of RM1,160,000 payable by the Purchaser to GUNUNG for the Sale Shares and RM7,890,000 payable by the Purchaser to GRSB for the liabilities due from EVSB to GRSB Subject to the conditions precedent and in consideration of the GUNUNG s undertakings warranties and representations contained in the SSA and the Total Proceeds to be paid by the Purchaser and Provided Always that the EVSB shall at all times remain the registered and beneficial owner of the Properties, GUNUNG hereby jointly and severally agree to sell the Sale Shares to the Purchaser and the Purchaser hereby agrees to purchase the Sale Shares from GUNUNG, free from all claims, charges or liens or options, rights of preemption or equities or any other encumbrances thereto and with all rights now or hereinafter attaching thereto including but without limitation or bonuses, rights, dividends and distributions declared, paid or made in respect thereof after the date of this SSA for a consideration equal to the Share Purchase Price Subject to GUNUNG s prior compliance of the terms and conditions contained in the SSA, the Total Proceeds shall be the sum of RM9,050,000 only and shall be paid by the Purchaser and PROVIDED ALWAYS that GUNUNG shall grant an extension of 1 week to enable the Purchaser to pay the Total Proceeds subject to the payment by the Purchaser of the Late Payment Interest on the outstanding sum calculated on the actual number of days elapsed in a 365 days year until full payment of the same.

3 2.3.8 The SSA shall be deemed to be completed upon the payment of the Total Proceeds by the Purchaser to GUNUNG and GRSB The Purchaser shall retain 2% of RM7,890,000 comprising of the repayment of liabilities to GRSB, and shall release the retained amount upon GUNUNG receiving tax clearance from Lembaga Hasil Dalam Negeri, in respect of Real Properties Gains Tax for this transaction. 2.4 Basis of arriving at the Total Proceeds (Disposal Consideration) The Total Proceeds of RM9,050,000 was arrived at on a commercial arms length basis after taking into consideration: (i) (ii) (iii) the audited net assets of EVSB as at 31 December 2013 amounting to RM1,149,696; and the total liabilities of EVSB due to GRSB amounting to RM7,890,000,; and the net book value for the Properties owned by EVSB amounting to RM9,034, Original cost of investment The original cost and date of investment in EVSB is as follows; Date Number of shares Cost (RM) of par value RM June May , , May , ,733 1,160,000 1,160, Liabilities to be assumed by the Purchaser As provided in the SSA, the Purchaser will assume and shall immediately repay, prior to completion, RM7,890,000 due and owing to GRSB by EVSB. 3. PROPOSED UTILISATION OF PROCEEDS The cash proceeds from the Proposed Disposal will be wholly utilised as working capital.

4 4. INFORMATION ON EVSB EVSB is a private company limited by shares incorporated in Malaysia under the Companies Act, Its present authorised share capital is Ringgit Malaysia five million only (RM5,000,000) divided into five million (5,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each of which one million one hundred and sixty (1,160,000) ordinary shares have been issued and fully paidup. The principal business of EVSB is property investment holding. The audited net assets of EVSB as at 31 December 2013 was RM1,149,696 and audited net assets of EVSB as at 31 December 2012 was RM1,143,635. The audited net profit of EVSB for the financial year ended 31 December 2013 was RM6,061 and the audited net loss for the financial year ended 31 December 2012 was RM4, INFORMATION ON THE PURCHASER Best Venture Capital Sdn Bhd ( the Purchaser ) is a private company limited by shares incorporated in Malaysia under the Companies Act, Its present authorised share capital is Ringgit Malaysia four hundred thousand only (RM400,000) divided into four hundred thousand (400,000) ordinary shares of Ringgit Malaysia One (RM1.00) each of which two hundred and fifty thousand (250,000) ordinary shares have been issued and fully paid-up. The principal business of the Purchaser is investment holding. Its audited shareholder funds as at 30 June 2013 was RM9,704,473. Its audited net profit for 30 June 2013 was RM10,882, RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal is in line with GUNUNG s plan to focus on chartering of land-based transportation assets & specialty vehicles, the development of mini-hydropower, and to dispose of non-core assets. Furthermore EVSB, has no stable revenue. GUNUNG will capitalize on the opportunity to wholly dispose EVSB and generate cash proceeds of RM9,050,000 to be utilized as working capital. 7. RISK FACTORS The Proposed Disposal is conditional upon the conditions set out in Section 2 above being fulfilled. As such the Proposed Disposal may not be completed if any of the conditions are not fulfilled. In addition, the Proposed Disposal may not be completed in the event the Purchaser defaults in payment of the Total Proceeds.

5 8. EFFECTS OF THE PROPOSED DISPOSAL 8.1 Share Capital and Substantial Shareholders Shareholding The Proposed Disposal will not have any effect on the issued and paid-up share capital of and the substantial shareholdings in GUNUNG. 8.2 Net Assets and Gearing The Proposed Disposal is not expected to have any material impact on net assets and gearing of GUNUNG. 8.3 Earnings and earnings per share The Proposed Disposal is not expected to have a material impact on GUNUNG s earnings for the financial year ending 31 December The Proposed Disposal is expected to result in a gain on disposal of approximately RM17,390 upon Group consolidation. 9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS None of the Directors or major shareholders of GUNUNG and/or persons connected to them have any interest, direct or indirect, in the Proposed Disposal. 10. APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of GUNUNG or any Government Authority. 11. DIRECTORS STATEMENT The Board of Directors, having considered the relevant aspects of the Proposed Disposal, including the rationale, basis of arriving at the Disposal Consideration, salient terms of the SSA, is of the opinion that the Proposed Disposal is in the best interest of GUNUNG. 12. PARAGRAPH 10.02(G) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Proposed Disposal is 9.73%. 13. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by the end of the 4 th quarter of 2014, unless otherwise extended.

6 14. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the registered office of GUNUNG 11B, Level 2, Greentown Business Centre, Persiaran Greentown 9, 30450, Ipoh, Perak Darul Ridzuan, during the normal working hours from Monday to Friday (except public holidays) for a period of one (1) month from the date of this announcement. This announcement is dated 14 July 2014.

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