PMB TECHNOLOGY BERHAD (Company No.: 584257-X) Lot 1797, Jalan , Bukit Belimbing, 43300, Sri Kembangan, Darul Ehsan, . Tel. : 603-89615205. Fax. : 603-89611904.

PMB TECHNOLOGY BERHAD (“PMBT” OR “THE COMPANY”) - PROPOSED ACQUISITION OF LAND BY PMB CARBON SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY

1. Introduction

The Board of Directors of PMB Technology Berhad (“PMBT”) is pleased to announce that PMB Carbon Sdn Bhd (“PCSB”), a wholly-owned subsidiary of the Company, had on 18 January 2012 entered into a Sale and Purchase Agreement (“Agreement”) with Central Spectrum (M) Sdn Bhd (Company No. 183136-D) of No. 7, Jalan Perigi Nanas 8/6, Indah Point, Pulau Indah, 42920 Pelabuhan Kelang, Selangor Darul Ehsan (the “Vendor”) for the purchase of all that piece of land known as Lot 8 measuring approximately 34.96 acres in area, held under H.S.(D) 70913 P.T. No. 90870 Seksyen 1, Mukim & District of , State of Selangor Darul Ehsan (the “Land”) for a total cash purchase consideration of Ringgit Malaysia Twelve Million One Hundred Eighty Two Thousand Eight Hundred Sixty and Cents Eighty (RM12,182,860.80) only (hereinafter referred to as the “Proposed Acquisition”).

2. Details of the Proposed Acquisition

Description of the Land

The Land is known as Lot 8 measuring approximately 34.96 acres in area, held under the master title of H.S.(D) 70913 P.T. No. 90870 Seksyen 1, Mukim & District of Klang, State of Selangor Darul Ehsan that will be subdivided leading to the issuance of separate individual titles.

The Land is designated for industrial purposes and is currently vacant.

Tenure of the Land

The Land is an industrial leasehold land of 99 years expiring on 30 March 2097.

Encumbrances

The Land is free from any encumbrances with vacant possession.

Net Book Value of the Land

PMBT is unable to procure the net book value of the Land as it is not privy to such information. 3. Basis for Arriving at the Purchase Consideration and Valuation

The purchase consideration of Ringgit Malaysia Twelve Million One Hundred Eighty Two Thousand Eight Hundred Sixty and Cents Eighty (RM12,182,860.80) only (the “Purchase Consideration”) was arrived at on a willing buyer-willing seller basis after taking into consideration the Market Value (“MV”) as appraised by the independent valuer, Messrs. Henry Butcher Malaysia.

4. Source of Fund for the Proposed Acquisition

The Purchase Consideration shall be satisfied entirely by cash via bank borrowings and internal generated funds of approximately 80% and 20% respectively.

5. Effects of the Proposed Acquisition

Share capital

The Proposed Acquisition shall not have any effect on the share capital of PMBT.

Substantial shareholders’ shareholdings

The Proposed Acquisition will not have any effect on the substantial shareholders’ shareholdings of PMBT as there will be no issuance of securities in PMBT.

Gearing

Based on the audited consolidated financial statements of PMBT for the financial year ended 31 December 2010, the proforma effects of the Proposed Acquisition on the gearing of PMBT are set out in Table 1 herein.

Earnings Per Share

The Proposed Acquisition shall not have any effect on the earnings per share of PMBT for the financial year ending 31 December 2011.

Net Assets (“NA”) Per Share

The Proposed Acquisition is not expected to have any material effect on the consolidated NA of PMBT based on its latest Audited Financial Statements for the financial year ended 31 December 2010.

6. Information on the Vendor

Central Spectrum (M) Sdn Bhd (“CSMSB”) was incorporated on 14 June 1989 as a private limited company under the Malaysian Companies Act, 1965. The nature of business of CSMSB is property development. The authorised share capital of CSMSB is RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each of which 5,257,182 ordinary shares of RM1.00 each have been issued and fully paid up.

7. Liabilities to be assumed

There are no liabilities including contingent liabilities or guarantees to be assumed by PMBT arising from the Proposed Acquisition.

8. Approval Required

The Proposed Acquisition is not subject to the approval of the shareholders of PMBT but the approval of the relevant State Authorities.

9. Directors and Major Shareholders’ Interest

None of the Directors, major shareholders and/or persons connected to the Directors and/or major shareholders of PMBT, has any interest, direct or indirect, in the Proposed Acquisition.

10. Rationale for the Proposed Acquisition

The Land was acquired to construct a plant for the manufacturing of carbon- based products, which is in line with the principal activity of PCSB.

11. Salient features of the Agreement

The Purchase Consideration shall be satisfied in the following manner:-

(a) A total sum of RM592,938.72 only to be paid upon acceptance of the Letter of Offer.

(b) A total sum of RM625,347.36 only to be paid upon execution of the Agreement.

(c) A total sum of RM9,746,288.64 only to be paid within four (4) months from the date of the Agreement.

(d) A total sum of RM1,218,286.08 only to be paid within four (4) months from the date of the Agreement and this amount (the “Retention Sum”) shall be retained by the Vendor’s solicitors, as stakeholders pending the fulfilment of the Vendor’s obligations as stated in the Agreement.

The Retention Sum shall only be released by the Vendor’s solicitors to the Vendor within seven (7) days from the date of PCSB’s or PCSB’s solicitors written confirmation of the Vendor’s compliance of its obligations as stated in the Agreement.

12. Salient features of the Valuation Report

Messrs. Henry Butcher Malaysia was engaged to advise on the current MV of the Land. The inspection of the Land was carried out on 26 November 2011 and the material date of the valuation was also 26 November 2011. The recommended MV of the leasehold unencumbered interest in the subject Land in its existing physical condition with the benefit of vacant possession is RM12,185,000.00.

In arriving at the recommended MV, the basis of valuation adopted for the Land is the “Comparison Approach” method of valuation. The term MV is defined as the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

13. Statement by Directors

The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interests of PMBT Group.

14. Prospect and Risk Factors

Barring any unforeseen circumstances, the Board of Directors is of the opinion that the Proposed Acquisition is in line with the Group’s business expansion strategies and is expected to improve its logistics management.

The Board does not foresee any material risks arising from this Proposed Acquisition other than the general risks such as global economic risks, business risks and financing risks.

15. Estimated Time Frame to Complete the Proposed Acquisition

Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within nine (9) months from the date of the Agreement (i.e. 18 January 2012).

16. Highest Percentage Ratio Applicable

Based on the latest financial statements of PMBT for the financial year ended 31 December 2010, the highest percentage ratio under Paragraph 10.02(g) of Chapter 10 of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements applicable to the Proposed Acquisition is 12.53%, being the total consideration of the Land over the net assets of PMBT Group.

17. Documents for Inspection

The Agreement and the Valuation Report may be inspected at the Registered Office of PMBT at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, , 47800 , Selangor Darul Ehsan, during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

Table 1

Effects on gearing Audited FYE 31 After December 2010 Acquisition RM’000 RM’000 Share capital 40,000 40,000

Non-distributable share premium 6,941 6,941

Translation reserve (5,014) (5,014)

Treasury Shares (2,220) (2,220)

Retained profits 57,536 57,536

97,243 97,243

Minority interest - -

Total Equity 97,243 97,243

Total borrowings 90,863 100,863

Gearing (times) 0.93 1.04