GOLDEN LAND BERHAD (“GLBHD” OR “THE COMPANY”)

PROPOSED ACQUISITION OF A PARCEL OF COMMERCIAL LAND SITUATED AT JALAN LINTAS, KOTA KINABALU, BY SINERMAJU SDN BHD, A JOINT VENTURE COMPANY BETWEEN GOLDEN LAND BERHAD AND AWESOME DEVELOPMENT SDN BHD

1. INTRODUCTION

The Board of Directors of GLBHD wishes to announce that Sinermaju Sdn Bhd, a Joint Venture Company between GLBHD and Awesome Development Sdn Bhd has on 17 August 2012 entered into a Sale and Purchase Agreement with Chen Yung Pin for the acquisition of a parcel of commercial land held under Country Lease No. 015020694 measuring an area of 5.77 acres in the District of Kota Kinabalu, Sabah (“the said Land”) with a tenure period of 999 years effective from 12 March 1924 for a total consideration of RM42,800,000 for investment purpose (“Proposed Acquisition”).

GLBHD has on 17 August 2012 entered into a Shareholders’ Agreement (“SA”) with Awesome Development Sdn Bhd (“ADSB”) to agree on the subscription of 50,000 ordinary shares of RM1.00 each representing 50% of the equity interest in Sinermaju Sdn Bhd (“SMSB”). Both parties agreed that SMSB be used as their joint venture vehicle to venture into property investment and holding.

2. INFORMATION OF THE PARTIES

2.1 INFORMATION OF SMSB SMSD (Company No. 968851-K) is a private limited company incorporated in on 20 November 2011 and having its registered address at A-09-03, Empire Tower, Empire Subang, Jalan SS16/1, 47500 , . The authorised share capital of SMSB is RM100,000 divided into 100,000 ordinary shares of RM1.00 each, of which 100,000 ordinary shares are fully paid-up. SMSB is currently dormant.

2.2 INFORMATION OF ADSB ADSB (Company No. 570239-M) is a private limited company incorporated in Malaysia on 29 January 2002 and having its registered address at Lot 12, 4th Floor, Block A, Warisan Square, 88800 Kota Kinabalu, Sabah. The authorised share capital of ADSB is RM100,000 divided into 100,000 ordinary shares of RM1.00 each, which are fully paid-up. The principal activity of ADSB is investment holding.

2.3 INFORMATION OF THE VENDOR

Chen Yung Pin (“Chen”) is a citizen of Taiwan. He is the owner of a parcel of land measuring approximately 5.77 acres located in the District of Kota Kinabalu, Sabah.

3. PROPOSED ACQUISITION

3.1 CONSIDERATION OF THE PROPOSED ACQUISITION The purchase consideration of RM42,800,000 for the said Land was arrived at on a willing-buyer willing-seller basis after taking into consideration the valuation report dated 11 May 2012 prepared by an independent valuer, Messrs Azmi & Co (Sabah) Sdn Bhd using the comparative method.

3.2 INFORMATION ON THE LAND The Targeted Land was originally measured at approximately 5.77 acres, part of the land measuring approximately 0.212 acres was acquired by the Government for the construction of a ring road from Jalan Kolam to Mile 5, Jalan Tuaran, Kota Kinabalu. The Targeted Land is carrying a Country Lease Title, with a tenure period of 999 years, effective from 12 March 1924.

The Targeted Land is easily accessible via Jalan Lintas. It takes approximately 2 km drive from the Targeted Land to the famous Sabah Golf and Country Club (SGCC), 6 km to the Kota Kinabalu downtown area, 2 km to the Kolombong Light Industrial area and 9 km to the newly extended Kota Kinabalu International Airport via Jalan Lintas. The surrounding area of the Targeted Land had been developed into housing area (e.g. Tmn Iramanis, Tmn Bunga Raja, etc), with established infrastructures and public amenities setting.

3.3 SALIENT TERMS 1. The purchase consideration shall be paid in the following manner:- (a) Prior to the execution of the SPA, SMSB has paid to Chen through Chen’s Solicitors as stakeholder the sum of RM860,000 (“the Earnest Deposit”) being the earnest deposit and part payment of the Purchase Price; (b) Upon the execution of the SPA, SMSB shall pay the sum of RM3,420,000 (“the Further Deposit”) as further deposit and part payment of the Purchase Price; (the Earnest Deposit and the Further Deposit shall hereinafter collectively be referred to as “the Deposit”) (c) the Further Deposit shall be paid in the form of a banker’s draft made payable to the Joint Account and delivered to Chen’s Solicitors who shall place the Deposit (including both the Earnest Deposit and the Further Deposit) into the Joint Account with irrevocable instruction to execute the release of the same to Chen upon the fulfillment of the following:-

(i) the execution of the SPA and the Memorandum of Transfer of the said Land in favour of SMSB by Chen;

(ii) the receipt by Chen’s Solicitors within the Completion Date of a standard and acceptable Financier’s Letter of Undertaking, the Differential Sum, the Proof of Funds evidenced by fixed deposit receipts for cash placed under SMSB’s name in a bank or financial institution which value shall be equivalent to the Balance Sum and SMSB’s board resolution to utilize the said fixed deposit to specifically settle the Balance Sum in the event SMSB’s financier is unable to effect the release of the Loan Sum within the Completion Date or the Extended Completion Period, as the case may be, for the settlement of the Balance Sum; (iii) the receipt by Chen’s Solicitors within the Completion Date the Advance Interest if SMSB requires the Extended Completion Period to settle the Balance Sum; (iv) the receipt of the original issue document of title in respect of the said Land by SMSB’s Solicitors in exchange of the items as stated in 1(c)(ii) and (iii) above in which SMSB’s Solicitors or SMSB’s Financier’s Solicitors shall personally attend for the exchange of the original issued document of title to the said Land at Chen’s Solicitors’ office at A1101-8-11, 11th Floor, , Phase 1, Jalan Tun Razak, 88000 Kota Kinabalu, Sabah on or before 3 pm on a working day within the Completion Date. The parties agree that SMSB shall give five (5) days’ advance notice to Chen’s Solicitor requiring for such exchange of documents ; and (v) In the event SMSB fails to deliver the items stated in 1(c)(ii) and (iii) above within the Completion Date, the Deposit shall nevertheless be released to Chen as forfeiture whereby the Default by Purchaser Clause stated in the SPA shall become operative and bring into effect.. (d) In the event SMSB is paying by cash, the balance of the purchase price in the sum of RM38,520,000 (“the Balance Sum”) shall be paid to Chen within the Completion Date by way of a banker’s draft made payable to the Joint Account and delivered to Chen’s Solicitors. In the event SMSB is obtaining a loan from a bank and/or financial institution to finance the purchase of the said Land, then the Loan Sum shall be paid to Chen directly PROVIDED THAT the Differential Sum and the Advance Interest have been paid to the Joint Account; and (e) PROVIDED THAT SMSB shall have delivered to Chen’s Solicitors the following items on or before the expiry of the Completion Date to secure the release of the original issued document of title to the said Land from Chen, SMSB shall be entitled to the Extended Completion Period commencing from the expiry of the Completion Date to settle the Balance Sum:- (i) the Advance Interest in the form of a banker’s draft made payable to the Joint Account;

(ii) a standard and acceptable Financier’s Letter of Undertaking; (iii) the Differential Sum in the form of a banker’s draft made payable to the Joint Account. In this respect, the parties agreed that the minimum differential sum shall not be lower than the sum of RM8,600,000. This minimum differential sum requirement shall be complied and settled by SMSB, failing which SMSB shall be deemed to have committed a breach of a material terms of the SPA whereupon the Default by Purchaser Clause stated in the SPA shall become operative and Chen shall be entitled to terminate the SPA and forfeit the Deposit; and (iv) the Proof of Funds. In the event SMSB is paying the Balance Sum in cash, SMSB shall also be entitled to the Extended Completion Period commencing from the expiry of the Completion Date to settle the Balance Sum by delivery the Balance Sum and the Advance Interest in the form of a banker’s draft made payable to the Joint Account before the expiry of the Completion Date. Any Advance Interest unutilized (calculated proportionately based on number of days unutilised) shall be refunded to SMSB. (f) In the event SMSB is obtaining a loan from a bank and/or financial institution to finance the purchase of the Land, SMSB shall ensure SMSB’s Financier release the Loan Sum within the Completion Date or the Extended Completion Period, as the case may be, to settle the Balance Sum. SMSB hereby agrees that in the event SMSB’s Financier is unable to effect the drawdown the Loan Sum for the purpose of the settlement of the Balance Sum within the Completion Date or the Extended Completion Period, as the case may be, SMSB shall and hereby undertake to settle the Balance Sum by converting the Proof of Fund or the Fixed Deposit to Bank’s draft payable to Chen and deliver the same to Chen’s Solicitor. Three (3) working days before the expiry of the Extended Completion Date. Failing which it shall be constituted as SMSB’s default whereupon the Default by Purchaser Clause stated in the SPA shall become operative and Chen shall be entitled to terminate the SPA and forfeit the Deposit and the Advance Interest. (g) Chen’s Solicitor is authorised to execute the release of the Advance Interest and Differential Sum and Balance Sum (if SMSB is paying the Balance Sum in cash) to Chen on the expiry of the Extended Completion Period or UPON the said Loan Sum is delivered to Chen, whichever is the earlier.

2. Chen agrees that any payments made towards the Purchase Price by way of banker’s draft payable to the Joint Account and to Chen pursuant to the SPA shall deem to be good payment and received by Chen upon the Balance Sum (if SMSB is paying the Balance Sum in cash), Differential Sum and Advance Interest, are cleared in the said Join Account and/or the Loan Sum is cleared in Chen’s Account as payment towards the Purchase Price under the SPA.

4. RATIONALE OF THE PROPOSED ACQUISITION

The Proposed Acquisition is part of the GLBHD’s plan to diversify and venture into the property investment sector. Kota Kinabalu’s strategic location as the capital of Sabah provides a favorable environment for more future developments of commercial and residential properties to cater for the increasing population and expanding economy. The implementation of Sabah Development Corridor (SDC) 2025 will further improve, diversify and strengthen Sabah’s economy. In tandem with this,demand for real estate accomodation of all types will grow further in the long term with improved values. Kota Kinabalu has become the favourite city for the major property developers in Malaysia following the foot steps of cities like , and Bahru.

With the rapid developments in Kota Kinabalu over the years, potential vacant lands for property development, especially the Country Lease Title have become scarce in prime areas near to the City.

5. RISK FACTORS

a) Political, economic and regulatory risk

Adverse changes in political, economic and regulatory conditions in Malaysia could materially affect the financial and prospects of the GLBHD Group and the said Land. Amongst the political, economic and regulatory uncertainties are the changes in the risk of economic downturn, unfavourable monetary and fiscal policy changes, exchange control regulations or introduction of new rules and regulation, changes in interest rates, inflation and taxation and political leadership.

In mitigating such risk, GLBHD Group will continue to review its business development strategies in response to the changes in political, economic and regulatory conditions.

b) Compulsory acquisition by the Government

The Malaysian Government has the power to compulsorily acquire any land in Malaysia pursuant to the provisions of the applicable legislation. In such event, the amount of compensation to be awarded is based on the fair market value of the property and is assessed on the basis prescribed in the relevant legislation.

If the Land is acquired compulsorily by the Malaysian Government at a point in time when the market value of the Land is lower than the Purchase Consideration of RM42,800,000, the compulsory acquisition could adversely affect the financial results of the GLBHD Group.

6. SOURCE OF FUNDING

GLBHD intends to fund the Proposed Acquisition through internally generated funds and/or bank borrowings. The exact mix of internally generated funds and bank borrowings will be decided by the Management at a later stage taking into consideration of GLBHD and its subsidiaries’ gearing level, interest costs as well as internal cash requirements for its business.

7. FINANCIAL EFFECT

a) Share Capital and Major Shareholders’ Shareholdings The Proposed Acquisition will not have any effect on the Share Capital as well as the Major Shareholders’ shareholdings in GLBHD.

b) Earnings and Net Assets The Proposed Acquisition is not expected to have material impact on the earnings and net assets of the GLBHD Group for the year ending 30 June 2012 but is expected to contribute positively to the Group’s earnings in the long term.

c) Gearing For the purpose of this announcement and illustration purposes, assuming 50% of the purchase consideration or approximately RM 21.5 million is financed via external borrowing and 50% of the borrowing or approximately RM 10.75 million is to be procured by the Group for the Proposed Acquisition, the proforma gearing ratio of the Golden Land Group, based on its latest audited consolidated financial statements as at 30 June 2011 is as follows:

Audited as at After the Proposed 30 June 2011 Acquisition

RM RM Total Equity 417,054,726 417,054,726 Total Loans & Borrowings 124,582,286 135,332,286 Gearing Ratio 29.87% 32.45%

8. LIABILITIES TO BE ASSUMED There are no liabilities to be assumed by SMSB or GLBHD.

9. ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED ACQUISITION The Proposed Acquisition is expected to be completed in the second quarter of the financial year ending 2013.

10. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition under Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 8.68%.

11. APPROVAL REQUIRED The Proposed Acquisition does not require GLBHD’s shareholders’ approval but subject to governmental and regulatory approvals, permits, licences and consents that may be required from the relevant authorities. There were no departures from Securities Commission guidelines in respect of the Proposed Acquisition.

12. DIRECTORS AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors or Major Shareholders of GLBHD and/or persons connected with them has any interest, direct or indirect, in the Proposed Acquisition.

13. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of GLBHD, having considered all aspects of the Proposed Acquisition is of the opinion that it is in the best interest of the GLBHD Group.

14. DOCUMENT FOR INSPECTION The SPA and Valuation Report are available for inspection at A-09-03, Empire Tower, Empire Subang, Jalan SS16/1, 47500 Subang Jaya, Selangor from Mondays to Fridays (except during public holidays) during business hours.

This announcement is dated 17 August 2012.