December 7, 2012

Company announcements: THPLANT, KIMLUN, GWPLAST, BJFOOD, UOADEV, SKPETRO, ILB, HLBANK, DOLMITE

THPLANT - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameTH PLANTATIONS BERHAD  
Stock Name THPLANT  
Date Announced7 Dec 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoTP-121207-54E70

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19
Bangunan KWSP
Jalan Raja Laut
50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holder1. Employees Provident Fund Board
Tingkat 19
Bangunan KWSP
Jalan Raja Laut
50350 Kuala Lumpur

2. Citigroup Nominees (Tempatan) Sdn. Bhd. -
Employees Provident Fund Board
Level 42
Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

3. Citigroup Nominees (Tempatan) Sdn. Bhd. -
Employees Provident FD BD (PHEIM)
Level 42
Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed04/12/2012
281,200
 

Circumstances by reason of which change has occurredDisposal of 281,200 ordinary shares by Citigroup Nominees (Tempatan) Sdn. Bhd. - Employees Provident Fund Board
Nature of interestDirect
Direct (units)41,611,800 
Direct (%)5.71 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change41,611,800
Date of notice07/12/2012

Remarks :
1. The total number of 41,611,800 ordinary shares comprised the following:

a. Employees Provident Fund Board - 1,000,000;

b.Citigroup Nominees (Tempatan) Sdn. Bhd. - Employees Provident Fund Board - 38,950,900; and

c. Citigroup Nominees (Tempatan) Sdn. Bhd. - Employees Provident FD BD (PHEIM) - 1,660,900


2. The Form 29B was received on 7 December 2012.


KIMLUN - OTHERS KIMLUN CORPORATION BERHAD ("THE COMPANY") - INCORPORATION OF SUBSIDIARY

Announcement Type: General Announcement
Company NameKIMLUN CORPORATION BERHAD  
Stock Name KIMLUN  
Date Announced7 Dec 2012  
CategoryGeneral Announcement
Reference NoCK-121204-67783

TypeAnnouncement
SubjectOTHERS
DescriptionKIMLUN CORPORATION BERHAD ("THE COMPANY") - INCORPORATION OF SUBSIDIARY

The Board of Directors of the Company wishes to announce that Kimlun Land Sdn Bhd, a wholly-owned subsidiary of the Company has incorporated a wholly-owned subsidiary namely, Kimlun Medini Sdn Bhd ("KMSB") on�6 December 2012.

The initial authorised capital of KMSB is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each and paid up capital is RM2.00 divided into 2 ordinary shares of RM1.00 each.

The principal activity of KMSB is property investment and property development.

This announcement is dated 7 December 2012.



GWPLAST - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameGW PLASTICS HOLDINGS BERHAD  
Stock Name GWPLAST  
Date Announced7 Dec 2012  
CategoryGeneral Meetings
Reference NoGP-121127-53394

Type of MeetingEGM
IndicatorNotice of Meeting
DescriptionExtraordinary General Meeting in relation to the following proposals:-
(I) PROPOSED DISPOSALS OF 100% EQUITY INTEREST IN GREAT WALL PLASTIC INDUSTRIES BERHAD AND 100% EQUITY INTEREST IN GW PACKAGING SDN BHD BY GW PLASTICS HOLDINGS BERHAD (“GW PLASTICS”) TO SCIENTEX PACKAGING FILM SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM283.200 MILLION (“PROPOSED DISPOSALS”);

(II) PROPOSED DISTRIBUTION OF THE CASH PROCEEDS ARISING FROM THE PROPOSED DISPOSALS TO ALL THE ENTITLED SHAREHOLDERS OF GW PLASTICS (“PROPOSED DISTRIBUTION”); AND

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF GW PLASTICS TO FACILITATE THE PROPOSED DISTRIBUTION (“PROPOSED M&A AMENDMENTS”)
Date of Meeting03/01/2013
Time10:00 AM
VenueGreens I,Tropicana Golf & Country Resort,
Jalan Kelab Tropicana,
47410 Petaling Jaya,
Selangor Darul Ehsan
Date of General Meeting Record of Depositors27/12/2012

Attachments

Notice of EGM.pdf
90 KB



BJFOOD - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameBERJAYA FOOD BERHAD  
Stock Name BJFOOD  
Date Announced7 Dec 2012  
CategoryGeneral Announcement
Reference NoBF-121206-44968

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionACQUISITION OF 100% EQUITY STAKE IN JOLLIBEAN FOODS PTE LTD

1. INTRODUCTION
      The Board of Directors of Berjaya Food Berhad (“BFood” or “Company”) wishes to announce that the Company has entered into a Sale and Purchase Agreement (“SPA”) for the acquisition of 100% equity interest in Jollibean Foods Pte Ltd, Singapore (“JFPL”) for a cash consideration of SGD7.50 million (or about RM19.02 million) (“Acquisition”).
(Exchange rate is assumed at SGD1.00 = RM2.5355)
    2. DETAILS OF THE ACQUISITION

    2.1 On 7 December 2012, BFood entered into a SPA for the acquisition of 100% equity interest in JFPL comprising 1,000,000 ordinary shares (“JFPL Shares”) from Mr Wong Ah Wah @ Wong Fong Fui (900,000 JFPL Shares) and Madam Chong Ho Fah (100,000 JFPL Shares) (collectively the “Vendors”) for a total cash consideration of SGD7.50 million (or about RM19.02 million) (“Acquisition”). The cash consideration for the Acquisition was fully paid upon the execution of the SPA.

    2.2 Following completion of the Acquisition, BFood (via JFPL) now has the sole and exclusive worldwide rights to develop, operate and manage all the outlets, stalls and kiosks under the brand names of “Jollibean”, “Sushi Deli”, “Kopi Alley”, “DanGo” and “JFreeze by Jollibean”, with all marks and rights associated therewith (“JFPL Business”).

    2.3 No liabilities were assumed by BFood arising from the Acquisition. The JFPL Shares was acquired free from all encumbrances together with all rights attaching thereon. BFood funded the Acquisition entirely from internally-generated funds.

    2.4 The Vendors have caused two original directors (“Original Directors”) of JFPL namely, Mr Wong Yu Loon (Huang Youlun) and Ms Pengene Lee Mei Yee, to provide a profit guarantee of up to SGD0.50 million (about RM1.27 million) that the audited profit before taxation of JFPL for the current financial year ending 31 March 2013 will not be less than SGD0.75 million (“FYE 2013 PBT”). Hence, in the event of a shortfall, the Original Directors shall make good the difference up to the guaranteed sum of SGD0.50 million.

    2.5 JFPL is now a 100%-owned subsidiary of BFood.

    3. INFORMATION ON JFPL

    3.1 JFPL was incorporated as a private limited company in Singapore under the Companies Act, (Cap. 50) on 15 November 1993 and presently has an issued and paid-up share capital of SGD1.00 million comprising 1.00 million ordinary shares with no par value. JFPL is principally engaged in the operations of retail outlets and food caterers of its JFPL Business.

        Presently, there are a total of 35 “Jollibean” outlets, 4 “Kopi Alley” outlets, 14 “Sushi Deli” outlets and 2 “Dango” outlets, all of which are located in Singapore.

        JFPL’s signature product is its freshly daily made “Jollibean” soy milk drinks using Grade A, non-GMO, identity preserved Canadian soy beans. The first Jollibean outlet was opened in 1995 in The CentrePoint, Singapore. JFPL also introduced ‘All-in-one Drink and Snack’ Concept Stores where it complemented its Jollibean soya milk products with local food delicacies such as pancakes (widely known in Singapore as “Mien Chiang Kueh”) by the name of “Jollipancake” with an assortment of fillings such as creamy cheese, apple, corn, chocolate and lotus seed paste.

        “Kopi Alley”, which commenced business in 2006, is a local homegrown cafe restaurant ala “hawker food” style with cozy ambience serving toast bread (its signature product) with kaya jam, coffee, half boiled eggs, nasi lemak, bee hoon siam and “chee cheong fun” etc. Most of these restaurants are located at mass rapid transit (“MRT”) stations and suburb malls.

        “Sushi Deli” basically served freshly cut salmon fish in sashimi, sushi, hand rolls and salad. The first Sushi Deli outlet was opened in Cold Storage, Singapore as a Quick Service Concept which offers customers an array of “pick-and-choose” sushi and assorted sashimi sets, temaki & makimono rolls, onigiri, an assortment of salads, party platters, bento sets and Japanese sweets including Tofu Cheese Cake.

        “DanGo” offers a wide variety of Japanese kushiyaki cuisine (grilled meat on bamboo skewers) and yaki onigiri (grilled triangular rice balls). The maiden outlet was opened in The Clementi Mall, Singapore followed by the outlet in Causeway Point, Singapore.

        Some of the prestigious/notable awards conferred to JFPL are as follows:
          • Singapore Prestige Brand Award (“SPBA”) 2010
        Overall Winner, SPBA - Established Brands
            Winner, SPBA - Established Brands
        Inducted in SPBA - Hall of Fame
          • Singapore Prestige Brand Award 2009
        Winner - Established Brands
          • Singapore Prestige Brand Award 2008
        Winner - Established Brands
          • Superbrands, Singapore Consumers Choice 2006
          • Superbrands, Singapore 2004 – 2005

        JFPL does not have any subsidiary and/or associated company.

    4. PROSPECTS OF THE JFPL BUSINESS
        There is a ready market for the JFPL Business where its outlets, stalls and kiosks are strategically located in places with high human traffic such as shopping malls and MRT stations in Singapore. Most of these outlets are profitable and easy to replicate with low start-up costs. Thus, the business model can be easily replicated in Malaysia or other countries.

        The JFPL Business has been in operations since 1995 with lots of costs, time and effort spent in creating awareness, educating and promoting its healthy food products. Its signature product “Jollibean” soy milk is a popular healthy and nutritious drink with growing demands.

        Initial plans are to introduce the JFPL Business into Malaysia before expanding to Asia Pacific region such as China, Indonesia and Philippines.
    5. RISK FACTORS RELATING TO THE JFPL BUSINESS

        As in any business venture, the JFPL Business is exposed to the normal risks inherent due to the overall macroeconomic environment cyclical or otherwise. Specific risks such as liquidity and credit risks as well as inflationary pressures and rising material costs become part and parcel of doing business.

        The future performance of the JFPL Business is also largely dependent on the ability and continued efforts of its management to maintain and improve the quality/standard of its service as well as to introduce new menus and products to meet the change in consumer taste and preferences.
    6. BASIS OF ARRIVING AT THE CONSIDERATION
      The cash consideration for the Acquisition was arrived at on a willing buyer willing seller basis after taking into consideration, amongst others, the earnings potential of JFPL.
          After taking into account the prevailing corporate tax rates in Singapore, the estimated profit after tax for the FYE 2013 PBT is SGD0.65 million which represents a net PE multiple of about 11.5 times based on the cash consideration of SGD7.50 million.

      7. RATIONALE FOR THE ACQUISITION
          The BFood Group through its subsidiary and associated companies are involved in the operations of well known household food and beverages (“F&B”) brand names such as Kenny Rogers Roasters and Starbucks Coffee. The Acquisition will enable BFood to own a suite of brand names as well as expand its F&B operations into Singapore.

      8. FINANCIAL EFFECTS OF THE ACQUISITION

      8.1 On share capital and major shareholders’ shareholdings in BFood
          The Acquisition has no effect on the issued share capital and major shareholders’ shareholdings in BFood.

      8.2 On consolidated net assets, earnings and gearing of BFood
          The Acquisition will not have any material effect on the earnings, net assets and gearing of the BFood Group for the current financial year ending 30 April 2013 but is expected to contribute positively to the future earnings of the BFood Group.

      9. CONDITIONS
          The Acquisition is not subject to the approval of the BFood shareholders and relevant authorities in Malaysia and Singapore.

      10. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
          None of the Directors and/or major shareholders of BFood or persons connected to them has any interest, direct or indirect in the Acquisition.

      11. DIRECTORS' RECOMMENDATION
          The Board of Directors of BFood is of the opinion that the Acquisition is in the best interest of the BFood Group.

      12. HIGHEST PERCENTAGE RATIO

          The highest percentage ratio pursuant to Chapter 10, Paragraph 10.2(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) that is applicable to the Acquisition is 15.07%.

      13. DOCUMENT AVAILABLE FOR INSPECTION

          The SPA is available for inspection at the Registered Office of BFood at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1, Jalan Imbi, 55100 Kuala Lumpur, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.

      This Announcement is dated 7 December 2012.


      UOADEV - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD ("EPF BOARD")

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameUOA DEVELOPMENT BHD  
      Stock Name UOADEV  
      Date Announced7 Dec 2012  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoCC-121207-613AC

      Particulars of substantial Securities Holder

      NameEMPLOYEES PROVIDENT FUND BOARD ("EPF BOARD")
      AddressTINGKAT 19, BANGUNAN KWSP
      JALAN RAJA LAUT
      50350 KUALA LUMPUR
      NRIC/Passport No/Company No.EPF ACT 1991
      Nationality/Country of incorporationMALAYSIA
      Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.05 EACH
      Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD ("CITIGROUP")
      LEVEL 42, MENARA CITIBANK
      165 JALAN AMPANG
      50450 KUALA LUMPUR

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Disposed04/12/2012
      35,000
       

      Circumstances by reason of which change has occurredDISPOSAL OF SHARES IN OPEN MARKET
      Nature of interestDIRECT
      Direct (units)76,072,200 
      Direct (%)5.99 
      Indirect/deemed interest (units) 
      Indirect/deemed interest (%) 
      Total no of securities after change76,072,200
      Date of notice05/12/2012

      Remarks :
      DIRECT INTEREST OF 76,072,200 IS HELD AS FOLLOWS: -

      CITIGROUP - EPF BOARD (44,786,500)
      CITIGROUP - EPF BOARD (AMUNDI) (7,325,200)
      CITIGROUP - EPF BOARD (HDBS) (12,543,000)
      CITIGROUP - EPF BOARD (ALLIANCE INV) (1,925,000)
      CITIGROUP - EPF BOARD (NOMURA) (5,470,300)
      CITIGROUP - EPF BOARD (CIMB PRI) (4,022,200)

      THE FORM 29B WAS RECEIVED BY THE COMPANY ON 7 DECEMBER 2012


      SKPETRO - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameSAPURAKENCANA PETROLEUM BERHAD  
      Stock Name SKPETRO  
      Date Announced7 Dec 2012  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoCC-121207-7A697

      Particulars of substantial Securities Holder

      NameEmployees Provident Fund Board
      AddressTingkat 19
      Bangunan KWSP
      Jalan Raja Laut
      50350 Kuala Lumpur
      NRIC/Passport No/Company No.EPF ACT 1991
      Nationality/Country of incorporationMalaysia
      Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
      Name & address of registered holderCitigroup Nominees (Tempatan) Sdn. Bhd.
      Level 42, Menara Citibank
      165 Jalan Ampang
      50450 Kuala Lumpur
      Employees Provident Fund Board
      Employees Provident Fund Board (AM INV)
      Employees Provident Fund Board (CIMB PRI)

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Acquired04/12/2012
      2,500,000
       
      Disposed04/12/2012
      2,000,000
       
      Disposed04/12/2012
      560,900
       

      Circumstances by reason of which change has occurredAcquired and Disposed
      Nature of interestDirect
      Direct (units)587,274,050 
      Direct (%)11.74 
      Indirect/deemed interest (units)
      Indirect/deemed interest (%)
      Total no of securities after change587,274,050
      Date of notice05/12/2012

      Remarks :
      The Form 29B dated 5 December 2012 was received on 7 December 2012.


      ILB - Notice of Shares Buy Back by a Company pursuant to Form 28A

      Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
      Company NameINTEGRATED LOGISTICS BHD  
      Stock Name ILB  
      Date Announced7 Dec 2012  
      CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
      Reference NoIL-121207-2A954

      Date of buy back from03/12/2012
      Date of buy back to07/12/2012
      CurrencyMalaysian Ringgit (MYR)
      Total number of shares purchased (units)865,400
      Minimum price paid for each share purchased ($$)0.995
      Maximum price paid for each share purchased ($$)1.040
      Total amount paid for shares purchased ($$)898,484.77
      The name of the stock exchange through which the shares were purchased Bursa Malaysia Berhad
      Number of shares purchased retained in treasury (units)865,400
      Total number of shares retained in treasury (units)8,475,600
      Number of shares purchased which were cancelled (units)0
      Total issued capital as diminished
      Date lodged with registrar of companies07/12/2012
      Lodged by Integrated Logistics Berhad


      ILB - Notice of Shares Buy Back - Immediate Announcement

      Announcement Type: Notice of Shares Buy Back - Immediate Announcement
      Company NameINTEGRATED LOGISTICS BHD  
      Stock Name ILB  
      Date Announced7 Dec 2012  
      CategoryNotice of Shares Buy Back - Immediate Announcement
      Reference NoIL-121207-2A241

      Date of buy back07/12/2012
      Description of shares purchasedOrdinary shares of RM1-00 each
      CurrencyMalaysian Ringgit (MYR)
      Total number of shares purchased (units)50,000
      Minimum price paid for each share purchased ($$)1.000
      Maximum price paid for each share purchased ($$)1.000
      Total consideration paid ($$)50,365.00
      Number of shares purchased retained in treasury (units)50,000
      Number of shares purchased which are proposed to be cancelled (units)
      Cumulative net outstanding treasury shares as at to-date (units)8,475,600
      Adjusted issued capital after cancellation
      (no. of shares) (units)
       
      Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)4.76


      HLBANK - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameHONG LEONG BANK BERHAD  
      Stock Name HLBANK  
      Date Announced7 Dec 2012  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoHB-121207-9AF91

      Particulars of substantial Securities Holder

      NameEmployees Provident Fund Board
      AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
      NRIC/Passport No/Company No.EPF ACT 1991
      Nationality/Country of incorporationMalaysia
      Descriptions (Class & nominal value)Ordinary shares of RM1.00 each ("Shares")
      Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board - 216,939,632 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AMUNDI) - 1,225,000 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (HDBS) - 3,629,600 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AM INV) - 674,120 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (MAYBAN) - 151,000 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) - 4,347,040 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (PHEIM) - 500,000 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) - 3,102,080 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (TEMPLETON) - 110,200 Shares
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ABERDEEN) - 3,030,000 Shares

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Acquired04/12/2012
      1,406,400
       
      Acquired04/12/2012
      200,000
       
      Disposed04/12/2012
      166,900
       

      Circumstances by reason of which change has occurredAcquired & Disposed
      Nature of interestDirect
      Direct (units)233,708,672 
      Direct (%)12.99 
      Indirect/deemed interest (units) 
      Indirect/deemed interest (%) 
      Total no of securities after change233,708,672
      Date of notice05/12/2012

      Remarks :
      Received's EPF notice dated 5 December 2012 on 7 December 2012.

      This announcement is dated 7 December 2012.


      DOLMITE - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS

      Announcement Type: General Announcement
      Company NameDOLOMITE CORPORATION BERHAD  
      Stock Name DOLMITE  
      Date Announced7 Dec 2012  
      CategoryGeneral Announcement
      Reference NoDC-121207-53968

      TypeAnnouncement
      SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
      RELATED PARTY TRANSACTIONS
      DescriptionRelated Party Transaction ("RPT") - Sale of Property by Dolomite Properties Sdn Bhd to the Managing Director of Dolomite Corporation Berhad ("DCB" or "the Company")

      INTRODUCTION

      Dolomite Properties Sdn Bhd ("DPSB") ("Vendor") is a wholly-owned subsidiary of Dolomite Industries Company Sdn Bhd which in turn is a wholly-owned subsidiary of Dolomite Berhad ("DB").� DB is a wholly-owned subsidiary of DCB.

      The Board of Directors of DCB wishes to announce that DPSB had on 7 December 2012 entered into a Sale and Purchase Agreement ("SPA") with the Managing Director of the Company, Lew Choong Keong ("Mr Lew") for the sale of the piece of land known as PT 1163 held under Geran 44117, Lot 1476 Mukim of Rawang, Daerah Gombak, Negeri Selangor with an area measuring approximately 11,669 square feet for a cash consideration of Ringgit Malaysia Six Hundred Thirty Thousand One Hundred and Twenty-Six (RM630,126.00) ("Consideration") only ("Sale of Property").

      INFORMATION ON DPSB

      DPSB was incorporated on 2 August 1973 pursuant to the Companies Act, 1965.� DPSB is principally involved in property development.� The authorised share capital of DPSB is RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM29,000,000.� Mr Lim Beng Keat, Mr Huang Jen Soong and Mr Lew Choong Keong are Directors of DPSB.

      INFORMATION ON THE PURCHASER

      Mr Lew is the Managing Director of the Company and also a Director of DPSB.� Mr Lew holds 510,000 ordinary shares of RM0.50 each (0.19%) in the Company and 40,000 redeemable convertible preference shares of RM0.01 each (0.32%) in the Company.� Mr. Lew also holds 40,000 warrants (0.32%) in the Company.

      SALIENT FEATURES OF THE SPA

      The purchase price for the Sale of Property shall be paid in the following manner:-

      a)� A deposit equivalent to 10% of the purchase price shall be paid to DPSB upon execution of the SPA; and

      b)� The balance purchase price of 90% shall be paid by instalments according to the stage of works completed by DPSB.

      RATIONALE FOR THE SALE OF PROPERTY

      The rationale for the Sale of Property is mainly to unlock the value and realise the assets.

      BASIS OF ARRIVING AT CONSIDERATION AND JUSTIFICATION FOR THE CONSIDERATION

      The Consideration for the Sale of Property was based on the selling price for the said Property with a discount, such discount is generally similarly given and accorded to the public and the eligible employees of DCB and its subsidiaries ("DCB Group").� The Sale of Property was carried out in the ordinary course of business of DCB and under normal commercial terms and conditions not more favourable than those generally available to other eligible employees of DCB Group.

      SALE OF PROPERTY CONSIDERATION

      The Sale of Property is expected to give rise to a gain of RM42,256 to the Group.� The consideration from the Sale of Property shall be utilised as working capital for DCB Group.

      FINANCIAL EFFECTS OF THE SALE OF PROPERTY

      The Sale of Property is not expected to have any significant effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders' shareholdings of DCB for the financial year ending 31 December 2012.

      HIGHEST PERCENTAGE RATIO APPLICABLE

      The highest percentage ratio applicable for the Sale of Property in accordance with Bursa Malaysia Securities Berhad's Main Market Listing Requirements is 1.76%.

      LIABILITIES TO BE ASSUMED BY DCB FROM THE SALE OF PROPERTY

      There are no liabilities to be assumed by DCB arising from the Sale of Property.

      ESTIMATED TIME FRAME FOR COMPLETION

      The Sale of Property is expected to be completed by 31 December 2014.

      TOTAL AMOUNT TRANSACTED WITH MR LEW FO THE PRECEDING 12 MONTHS

      There were no transactions entered into between Mr Lew and DCB or its subsidiaries for the preceding 12 months.

      INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS

      Save for Mr Lew, as disclosed above, none of the Directors and/or major shareholders of DCB and/or persons connected with them have any interests, direct or indirect, in the Sale of Property.

      DIRECTORS' STATEMENT

      The Board of Directors of DCB, save for Mr Lew, is of the view that the Sale of Property is in the best interest of DCB, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of DCB.

      AUDIT COMMITTEE MEMBERS' STATEMENT

      The Sale of Property was carried out in the ordinary course of business of the Group as property developer and under normal commercial terms and conditions not more favourable than those generally available to eligible employees of DCB Group.� Based on the aforementioned basis, the Audit Committee of DCB is of the view that the Sale of Property is in the best interest of DCB, is fair, reasonable and on normal commercial terms and is not detrimental to the interest of the minority shareholders of DCB.

      APPROVAL REQUIRED

      The Sale of Property does not require the approval of hte shareholders of DCB or any government or approving authorities.

      DOCUMENTS FOR INSPECTION

      The SPA is available for inspection at the Registered Office of DCB at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

      This announcement is dated 7 December 2012.



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