February 23, 2012

Company announcements: WILLOW, IRIS, KARYON-WA, DSCSOL, MGM-C1, MGM-C2, CIMB

WILLOW - OTHERS

Announcement Type: General Announcement
Company Name: WILLOWGLEN MSC BERHAD
Stock Name: WILLOW
Date Announced: 23/02/2012

Announcement Detail:
Type: Announcement

Subject: OTHERS

Description: NEW CONTRACT AWARDED


IRIS - General Announcement

Announcement Type: General Announcement
Company Name: IRIS CORPORATION BERHAD (ACE Market)
Stock Name: IRIS
Date Announced: 23/02/2012

Announcement Detail:
Type: Reply to query

Reply to Bursa Malaysia's Query Letter - Reference ID: YL-120221-38766

Subject: TEAMING AGREEMENT BETWEEN IRIS LAND SDN.BHD. ("ILSB") SUBSIDIARY OF IRIS CORPORATION BERHAD ("ICB") AND KIDA MARU HOLDINGS LIMITED ("KMH") FOR THE DEVELOPMENT OF A HOUSING PROECT IN SECTION GRANVILLE, PORT MORESBY, PAPUA NEW GUINEA ("PROJECT")

Description: TEAMING AGREEMENT BETWEEN IRIS LAND SDN.BHD. ("ILSB") SUBSIDIARY OF IRIS CORPORATION BERHAD ("ICB") AND KIDA MARU HOLDINGS LIMITED ("KMH") FOR THE DEVELOPMENT OF A HOUSING PROECT IN SECTION GRANVILLE, PORT MORESBY, PAPUA NEW GUINEA ("PROJECT")

With reference to the letter from Bursa Malaysia Securities Berhad ("Bursa Securities") dated 22nd February 2012 querying ICB on the Teaming Agreement entered into by and between IRIS Land Sdn. Bhd ("ILSB", a subsidiary of ICB) and Kida Maru Holdings Limited ("KMH") for the development of a housing project in Section Granville, Port Moresby, Papua New Guinea ("Project"), ICB to the best of its knowledge and based on the agreed terms and conditions of the Teaming Agreement and after making due enquiry with the directors wish to confirm and respond as follows to the enquiry made by Bursa Securities.

1. The Teaming Agreement is dated 20th February 2012 and was executed on the same date by ICB and KMH.

2. The detailed information of the land proposed for the Project is described as State Lease Portion 2360, Section Granville, Port Moresby in NCD Province in area measuring approximately 14.7500 hectares, registered survey land class URBAN ONE (1) and catalogued as No: 49/2567NCD.

3. ILSB shall erect 275 units of houses which consists of 3 different type of houses; single storey stilt (100units), semi- detached bungalow (88units) and , double storey bungalow (87units) on plots of not less than 300 square metre.

4. The Gross Development Value (GDV) of the project is estimated to be MYR160 million and the estimated profits to be derived and proportion (in which it will be shared between ILSB and KMH) is 25% in value of the houses built will be allocated to KMH as Proprietors as consideration for the contribution of the Land.

5. The Project shall be completed within 5years from the date of execution of the Teaming Agreement. As per clause 7 of the Agreement, parties have agreed to commence the Project 6 months from the date of receipt of the approvals for the Proposed Building Plans

6. The total projected profits from ILSB's 75% share of the Project if the entire housing development is completed within the 5 years is estimated to be approximately RM15million excluding tax.

7. The responsibilities or obligation of ILSB and KMH under the Teaming Agreement are as follows:-

WARRANTIES BY KMH

i) it is the registered Proprietor and beneficial owner of the Development Land;

ii) the category of land use of the Development Land is appropriate and in compliance of relevant legal requirement of the Papua New Guinea land laws for the Project;

iii) all outgoings (including but not limited to rent, assessment, rates and/or premium which are payable to the relevant authority (ies)) in respect of the Development Land have been or will be duly settled by the Proprietor up to the date of this Agreement and thereafter all outgoings shall be borne and duly settled by ILSB.

iv) the Development Land is presently free from any legal/equitable caveats, charges, liens and other encumbrances whatsoever.

v) it shall not create any encumbrance(s) in respect of the Development Land nor shall it grant any further option(s) or enter into any agreement(s) or accept any offer(s) from any other party to develop the Development Land;

vi) it has the power and capacity to enter into this Agreement and to perform its obligations hereunder and has taken all necessary corporate and other actions to authorise the execution, delivery and performance of this Agreement and the same are in full force and effect and no further consent approval or other authorisation is required;

vii) it has lawfully rescinded any prior agreement(s) entered into with any other party(ies) in respect of the development of the Development Land or for any construction works thereon and shall indemnify and keep ILSB indemnified in respect of any loss or expense that may be incurred by ILSB as a result of a breach or termination of such agreement(s) or arrangement(s) by the Proprietor;

viii) it has not breached nor shall it breach any of the conditions as expressed in the title to the Development Land and no condition exists as at the date hereof or shall exist subsequently for the forfeiture of the Development Land by the relevant authority;

ix) it has not received any notice of acquisition or intended acquisition of the Development Land or any part thereof;

x) no circumstances or legal impediments exist or shall occur which will prohibit or impede the implementation and construction of the Project;

xi) it has not violated the provisions of any legislation, court orders, judgements and others which violation would in any way jeopardise this Agreement and/or the Project;

xii) it is not in violation of any law, regulation, order or decree of any governmental authority, agency or court or any contract of whatever nature or any undertaking or instrument to which it is a party or which is binding upon it or any of its assets which violation would in any way impair its ability to perform its obligations under this Agreement;

xiii) it is not in violation of any contract of whatever nature or other undertaking or instrument to which it is a party which violation shall result in the creation or obligation to create or which shall impose any mortgage, lien, pledge or charge on any of its assets pursuant to the provisions of any such contract or undertaking or instrument.

(xiv) The Proprietor hereby acknowledges that ILSB is entering into this Agreement in reliance upon the representations and warranties as expressed by the Proprietor in Clause 2.1 above and that all matters as contained in the representations and warranties do not contain any untrue statement or omit to state any material fact. The Proprietor shall immediately notify ILSB in writing in the event that any matter shall occur or any situation shall exist or is likely to exist which matter or situation will affect ILSB's interest pursuant to this Agreement and remedy the same within seven (7) working days of notification.

OBLIGATIONS BY KMH

i) To execute and deliver a power of attorney (hereinafter referred to as "the Power of Attorney") in favour of ILSB or any other entity nominated by ILSB to enable ILSB to take all such necessary action for the execution and submission of plans and all other matters relating to and/or required for the purposes of the Project on the Development Land including but not limited to the sub-division of the Development Land and obtainment of the Approvals from the requisite authorities for the development and construction of the Project. The said Power of Attorney shall be delivered by the Proprietor to ILSB immediately upon the execution of this Agreement and shall remain valid until the expiry of the Project.;

ii) to deliver vacant possession of the Development Land immediately upon execution of this Agreement, whereupon ILSB shall be entitled to carry out such work on the Development Land subject to the terms and conditions of this Agreement but otherwise as it deems fit for the purposes of the Project;

iii) notwithstanding the Power of Attorney, if required, to expeditiously assist in the execution of any documents, applications and/or other instruments whatsoever and/or do all such acts or things as shall be required by the relevant authority(ies) to be done by the Proprietor as the registered proprietor of the Development Land for the purposes of the Project;

iv) that the Proprietor shall assist ILSB to obtain the Certificate of Fitness for Occupation for the properties comprised in the Project.

The Proprietor shall fully indemnify and keep indemnified ILSB in respect of any loss or damage that may be incurred by ILSB as a result of the wilful neglect delay or refusal on the part of the Proprietor to perform any of its obligations as expressed above.

OBLIGATIONS OF ILSB

i) subject always to the receipt of the approval to the Proposed Building Plans and receipt of the Approvals upon terms and conditions acceptable to ILSB, ILSB shall commence construction within six (6) months from the date of receipt of the approval to the Proposed Building Plans and the Approvals and shall hereto complete a minimum of eleven (11) Units within the said 6 months. The Project shall be developed in phases within five (5) years from the date of commencement of construction of the first phase of the Project subject to such extensions of time as may be mutually agreed upon. For the avoidance of doubt, the Project shall be deemed completed upon the issuance of a certificate of completion for the Units by the Project architect;

ii) that ILSB shall at its own costs and expense construct the Project in accordance with the approved plans or subject to such modifications or alterations as are required by ILSB and/or the relevant authorities;

iii) that ILSB shall at its own cost and expense construct the inner roads serving the Project in accordance with the requirements and standards of the relevant authorities;

iv) that ILSB shall obtain and maintain such insurance policy(ies) as may be relevant or required in connection with the Project;

vi) that ILSB shall with the assistance of the Proprietor, upon completion of the construction of the Project do all acts and things necessary to procure the issuance of the Certificate of Fitness for Occupation;

vii) that ILSB shall not charge the Development Land save and except as provided for herein and for the purposes of obtaining Bridging Finance Facility in respect of the Project;

viii) that ILSB shall have the right to lodge a caveat on the Development Land and comply with all laws whatsoever with regard to its legal right as the Developer;

ix) that ILSB shall comply in all respect with all laws whatsoever and the statutory instruments rules orders and regulations for the time being in force relating to planning control and with any orders direction or notices made or given thereunder and in particular with the conditions imposed by any permission granted in relation to the Development Land and the Project and also with any other by-laws and regulations affecting the same and shall do all such works and things as shall be lawfully required thereby; and

x) that ILSB shall construct and complete all properties and buildings on the Development Land in a workmanlike manner and in accordance with generally accepted building standards and the plans and specification as approved by the appropriate authorities and in compliance with the building by-laws in force for the time being.


xi) ILSB shall fully indemnify and keep indemnified the Proprietor in respect of any loss or damage that may be incurred by the Proprietor as a result of the wilful neglect delay or refusal on the part of ILSB to perform any of its obligations as expressed above.

8. The details as to whether the Teaming Agreement is binding on the parties, this is dependent and subject to the parties adhering to the terms and conditions of the Agreement and the salient Condition Precedents agreed on by the parties that the Teaming Agreement shall be conditional upon the following conditions (hereinafter referred to as ("the Conditions Precedent") being fulfilled within six (6) months from the execution of this Agreement or such later date mutually agreed in writing between the Parties, wherein the parties to this Agreement agree to use their best efforts to realize each of the conditions precedents set forth in this clause:-

(i) The Proprietor shall with immediate effect deliver to ILSB the Issue Document of Title to the Development Land providing for an extension of lease for not less than 90 years from the Urban Development Lease Authority and other documentation relating to the Development Land ,where the same shall be required for the purposes of sub-division (for each Unit) of the Development Land and/or for purposes of the Project and/or for the purposes of securing the Bridging Finance Facility for the said Project;

(ii) The Proprietor with the assistance of ILSB establish and incorporate a local company in accordance with the laws of Papua New Guinea for the purposes of carrying out the Project and its obligations under this Agreement,

(iii) The Proprietor shall with the assistance of ILSB obtain all Approvals and in specific the approval from the Investment Promotion Authority a certificate permitting the locally incorporated company to carry on the business of housing development, building and industrial construction in the Project and for other similar businesses in Papua New Guinea.

This Agreement shall be rendered unconditional on the date when the Conditions Precedents is herewith satisfied.

9. With regard to Bursa Securities enquiry on the obtainment of approvals for the Project, we wish to confirm that KMH is already in possession of the requisite licence to undertake the development of the Project( Form 4- Certificate No 92664 ) and has duly satisfied all the statutory requirements for the development under the Investment Promotion Act 1992 of Papua New Guinea. KMH is currently in the process of extending the State Lease for a further 5 years and thereafter upon sub division , to acquire a minimum of 90 years lease for each unit of houses built. Other related approvals are pending the approval of the Proposed Layout Plan by the PNG Authorities.
.
10. For the successful implementation of the Project, ILSB has engaged and employed experienced professionals, architects, engineers and a local project manager to plan and manage the project.

11. The Board of Directors wish to state that the Project shall have no material effect on the Earnings Per Share (EPS) of the ICB group for the financial year ending on 31st March 2013.

Pursuant to the above Agreement, ICB shall undertake to make all necessary disclosure to Bursa Malaysia in accordance with the provisions of the ACE Listing Requirements.

This announcement is made on 23rd February 2012.

Query Letter content: We refer to your announcement dated 20 February 2012 in respect of the
abovementioned matter.

In this regard, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with following additional information for public release:-

1. The date on which the Teaming Agreement was executed.

2. The postal address or identification (lot, title number, district and
state) of the land owned by KMH.

3. The number of units to be developed for each type of houses (i.e., single
storey stilt, semi-detached bungalows and double storey bungalow).

4. The total development cost of the Project, and the proportion in which it
will be shared between ILSB and KMH.

5. The expected commencement and completion dates of the Project.

6. The expected profits to be derived and the proportion in which it will be
shared between ILSB and KMH.

7. A description of ILSB and KMH's respective responsibilities as described in
the Teaming Agreement.
8. The details as to whether the Teaming Agreement is binding on the parties.


9. Whether the relevant approvals for the Project have been obtained and
date(s) obtained.

10. The details as to ILSB's capability, experience and knowledge/expertise in
undertaking the Project.

11. The effect of the Project on the earnings per share of the Iris Corporation
Berhad group for the financial year ending 31 March 2013.

Kindly furnish Bursa Securities with your reply within one (1) market day from
the date hereof.


Yours faithfully




TAN YEW ENG
Head, Issuers
Listing Division
Regulation


TYE/YLS
c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax)


KARYON-WA - OTHERS

Announcement Type: General Announcement
Company Name: KARYON INDUSTRIES BERHAD (ACE Market)
Stock Name: KARYON-WA
Date Announced: 23/02/2012

Announcement Detail:
Type: Announcement

Subject: OTHERS

Description: KARYON INDUSTRIES BERHAD ("KIB" OR "COMPANY")
NOTICE TO WARRANTHOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF WARRANTS 2007/2012
("NOTICE TO WARRANTHOLDERS")

Attachments: Notice to Warrantholder.pdf


DSCSOL - MEMORANDUM OF UNDERSTANDING

Announcement Type: General Announcement
Company Name: DSC SOLUTIONS BERHAD (ACE Market)
Stock Name: DSCSOL
Date Announced: 23/02/2012

Announcement Detail:
Admission Sponsor: Kenanga Investment Bank Bhd

Sponsor: Same as above

Type: Announcement

Subject: MEMORANDUM OF UNDERSTANDING

Description: DSC SOLUTIONS BERHAD ("DSC" OR "THE COMPANY")
- MEMORANDUM OF UNDERSTANDING BETWEEN DSC AND VIPCOLOR TECHNOLOGIES PTE LTD ("MOU")


DSCSOL - Quarterly rpt on consolidated results for the financial period ended 31/12/2011

Announcement Type: Financial Results
Company Name: DSC SOLUTIONS BERHAD (ACE Market)
Stock Name: DSCSOL
Date Announced: 23/02/2012

Announcement Detail:
Admission Sponsor: Kenanga Investment Bank Bhd

Sponsor: Same as above

Financial Year End: 30/09/2012

Quarter: 1

Quarterly report for the financial period ended: 31/12/2011

The figures: have not been audited

Currency: Malaysian Ringgit (MYR)


MGM-C1 - STRUCTURED WARRANTS ANNOUNCEMENT: ADJUSTMENT TO TERMS OF STRUCTURED WARRANTS

Announcement Type: General Announcement
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Name: MGM-C1: CW MGM CHINA HOLDINGS LIMITED (CIMB)
Stock Name: MGM-C1
Date Announced: 23/02/2012

Announcement Detail:
Type: Announcement

Subject: STRUCTURED WARRANTS ANNOUNCEMENT
ADJUSTMENT TO TERMS OF STRUCTURED WARRANTS

Description: ADJUSTMENT TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH-SETTLED CALL WARRANTS OVER ORDINARY SHARES OF MGM CHINA HOLDINGS LIMITED ("MGM") ("MGM-C1")

Attachments: MGM-C1 _Special Dividend_.pdf


MGM-C2 - STRUCTURED WARRANTS ANNOUNCEMENT: ADJUSTMENT TO TERMS OF STRUCTURED WARRANTS

Announcement Type: General Announcement
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Name: MGM-C2: CW MGM CHINA HOLDINGS LIMITED (CIMB)
Stock Name: MGM-C2
Date Announced: 23/02/2012

Announcement Detail:
Type: Announcement

Subject: STRUCTURED WARRANTS ANNOUNCEMENT
ADJUSTMENT TO TERMS OF STRUCTURED WARRANTS

Description: ADJUSTMENT TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH-SETTLED CALL WARRANTS OVER ORDINARY SHARES OF MGM CHINA HOLDINGS LIMITED ("MGM") ("MGM-C2")

Attachments: MGM-C2 _Special Dividend_.pdf


CIMB - OTHERS

Announcement Type: General Announcement
Company Name: CIMB GROUP HOLDINGS BERHAD
Stock Name: CIMB
Date Announced: 23/02/2012

Announcement Detail:
Type: Announcement

Subject: OTHERS

Description: New Nominee on Board of CIMB Group

Attachments: New Nominee on Board of CIMB Group.pdf


CIMB - Change in Boardroom

Announcement Type: Change in Boardroom
Company Name: CIMB GROUP HOLDINGS BERHAD
Stock Name: CIMB
Date Announced: 23/02/2012

Announcement Detail:
Date of change: 23/02/2012

Name: Hiroyuki Kudo

Age: 57

Nationality: Japanese

Designation: Director

Directorate: Non Independent & Non Executive

Type of change: Resignation

Reason: Replacement of Bank of Tokyo-Mitsubishi UFJ (BTMU)'s nominee on Board.

Details of any disagreement that he/she has with the Board of Directors: No

Whether there are any matters that need to be brought to the attention of the shareholders: No

Qualifications: N/A

Working experience and occupation: N/A

Directorship of public companies (if any): N/A

Family relationship with any director and/or major shareholder of the listed issuer: N/A

Any conflict of interests that he/she has with the listed issuer: N/A

Details of any interest in the securities of the listed issuer or its subsidiaries: N/A

Remarks: c.c. Securities Commission


CIMB - Change in Boardroom

Announcement Type: Change in Boardroom
Company Name: CIMB GROUP HOLDINGS BERHAD
Stock Name: CIMB
Date Announced: 23/02/2012

Announcement Detail:
Date of change: 23/02/2012

Name: Katsumi Hatao

Age: 54

Nationality: Japanese

Type of change: Appointment

Designation: Director

Directorate: Non Independent & Non Executive

Qualifications: 1. Bachelor of Laws, University of Tokyo, Japan

Working experience and occupation: 1. Marketing Director of Tokyo-Mitsubishi International (HK) Limited
2. Deputy General Manager of the Asia Corporate Planning Office, Bank of Tokyo Mitsubishi Ltd
3. Deputy General Manager of the Corporate Planning Division, Mitsubishi Tokyo Financial Group
4. Deputy General Manager, Human Resources Division, BTMU
5. Executive Officer and General Manager of Corporate Risk Management Division, BTMU and Mitsubishi UFJ Financial Group Inc (MUFG)
6. Executive Officer and General Manager of the Global Planning Division, BTMU
7. Managing Executive Officer and Deputy Chief Executive of the Global Business Unit,Bank of Tokyo Mitsubishi UFJ Ltd (BTMU)

Directorship of public companies (if any): Nil

Family relationship with any director and/or major shareholder of the listed issuer: Nil

Any conflict of interests that he/she has with the listed issuer: Nil

Details of any interest in the securities of the listed issuer or its subsidiaries: Nil

Remarks: c.c. Securities Commission


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