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(“Mah Sing” Or “Company”) Proposed Joint

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(“Mah Sing” Or “Company”) Proposed Joint MAH SING GROUP BERHAD (“MAH SING” OR “COMPANY”) PROPOSED JOINT DEVELOPMENT OF A PARCEL OF PRIME LAND ALONG JALAN TUN RAZAK, KUALA LUMPUR MEASURING APPROXIMATELY 4.08 ACRES (WHICH FORMS PART OF THE APPROXIMATELY RM9 BILLION 58-ACRE RIVERSIDE URBAN REGENERATION PROJECT), BY MAH SING’S WHOLLY-OWNED SUBSIDIARY, GRAND PAVILION DEVELOPMENT SDN BHD WITH ASIE SDN BHD AND USAHA NUSANTARA SDN BHD 1. INTRODUCTION The Board of Directors of Mah Sing (“ Board ”) wishes to announce that its wholly- owned subsidiary, Grand Pavilion Development Sdn Bhd (“ Grand Pavilion ”), had on 2 August 2011, entered into a Joint Venture Agreement (“ JVA ”) with Asie Sdn Bhd (“ Asie ”) and Usaha Nusantara Sdn Bhd (“ Usaha Nusantara ”), a wholly-owned subsidiary of Asie, for the proposed joint development of a parcel of prime leasehold land situated along Jalan Tun Razak measuring approximately 4.08 acres held under Lot P.T. 76, Seksyen 47, Jalan Tun Razak, Kuala Lumpur (“ JV Land ”) (“ Proposed Joint Development ”). Under the terms of the JVA, Usaha Nusantara shall grant Grand Pavilion the sole and absolute right to undertake the development of the JV Land for an entitlement of RM106.60 million to be settled 60% in cash (RM63.96 million) and 40% by way of issuance of shares in the share capital of Grand Pavilion. Grand Pavilion, Asie and Usaha Nusantara shall collectively be referred to as “JV Parties”. The JV Land is in Precinct 2 - Pekeliling of the River Corridor Development under the Blue Corridor policy of Kuala Lumpur City Plan 2020, forms part of the privatized urban regeneration project of the Tunku Abdul Rahman Flats (or commonly known as the Pekeliling Flats) whereby Asie has been granted the concession rights and approvals for a mixed development comprising residential and commercial properties and community, leisure, recreation and infrastructure facilities on 15 parcels of development land together with 5 air rights (“ Concession Land ”). The JV Land is ready for immediate development as demolition works, soil investigations and partial earthworks have been completed thus enabling fast turnaround time for the project. These substantial time and cost savings fit in well with the Group’s quick turnaround business model . Based on preliminary plans, the JV Land is proposed for a niche development with an estimated GDV of approximately RM900 million, tentatively called M Sentral comprising flexible sized and more affordable serviced residences as there is strong demand due to lower entry prices, as well as some retail units. There is also a provision for a sky bridge’s connection to the balance of the 58-acre land, in line with the understanding that Mah Sing may be the potential joint venture partner for other parcels within the Concession Land subject to terms and conditions to be mutually agreed upon. Given Mah Sing’s strong execution track record, any discussions to tap on the synergy that can be derived from a comprehensive master plan based on similar concept and arrangements for other parcels of land under this privatized urban regeneration plan could be worked out as both parties continue to establish a strong relationship. 1 Grand Pavilion will be submitting to the relevant authorities for approval on the proposed development plan. Subject to authorities’ approval and fulfillment of the conditions precedent herein, the proposed development is expected to commence by the first half of 2012 and to be developed over a span of 5 years. Awareness programme and registration of interest for M Sentral are expected to commence in second half of 2011. 2. THE PROPOSED JOINT DEVELOPMENT The details of the Proposed Joint Development are as follows:- 2.1 Information on Grand Pavilion Grand Pavilion is a private limited company incorporated in Malaysia on 14 August 2009 under the Companies Act, 1965. The present authorised share capital of Grand Pavilion is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. Grand Pavilion is currently dormant. 2.2 Information on Usaha Nusantara and Asie 2.2.1 Usaha Nusantara is a private limited company incorporated in Malaysia on 29 April 1998 under the Companies Act, 1965. The present authorised share capital of Usaha Nusantara is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid- up. Usaha Nusantara is principally involved in property development. Usaha Nusantara is a wholly-owned subsidiary of Asie. 2.2.2 Asie is a private limited company incorporated in Malaysia on 25 April 1977 under the Companies Act, 1965. It was incorporated under the name of Akasah Holdings Sdn Bhd and changed to its present name on 6 August 1979. The present authorised share capital of Asie is RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each, of which 46,650,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Asie is principally involved in investment holding, trading, subcontract services and providing project management services. 2.3 Information on the JV Land By a Concession Agreement dated 19 August 1999 entered into between Asie, the Government of Malaysia and Syarikat Tanah Dan Harta Sdn Bhd (“ Concession Agreement ”), Asie as the concession holder has been granted the full rights of development of and approvals for a mixed development comprising residential and commercial properties and community, leisure, recreation and infrastructure facilities on 15 parcels of development land together with 5 air rights, comprising approximately 58 acres of leasehold land including the JV Land with a GDV of approximately RM9 billion. By way of a third party deed of assignment, Usaha Nusantara had assigned all of its rights, title and interests to the JV Land to Asie’s financier as security for Asie’s credit facility. Based on representations of Usaha Nusantara and Asie, Usaha Nusantara shall be the beneficial owner of the JV Land. Separate and individual title for the JV Land has been issued in favour of Syarikat Tanah Dan Harta Sdn Bhd and the same is now ready to be transferred to Usaha Nusantara. Further, the JV Land shall be a leasehold land for a full 99 year period effective from the date of Usaha Nusantara endorsed as the legal and registered owner thereof. 2 Usaha Nusantara shall deliver and handover the vacant possession of JV Land to Grand Pavilion free from all encumbrances whatsoever and free from all squatters/ tenants / occupants / licensees / structures / places of worship / burial grounds on the date the entire Entitlement in Kind (as defined herein) is fully settled. The JV Land is in Precinct 2 - Pekeliling of the River Corridor Development under the Blue Corridor policy of Kuala Lumpur City Plan 2020, forms part of the urban regeneration area of the Tunku Abdul Rahman Flats (or commonly known as the Pekeliling Flats) earmarked by Dewan Bandaraya Kuala Lumpur (“ DBKL ”) in its vision to make Kuala Lumpur a World Class City by 2020. In the Kuala Lumpur Structure Plan 2020, the Tunku Abdul Rahman Flats is one of the urban areas identified for redevelopment to create a self contained comprehensive mixed development closely integrated to the Titiwangsa LRT and Monorail stations. Work on the RM4.6 million Titiwangsa LRT and Monorail integration project with Masjid Jamek and KL Sentral stations has already commenced and a future MRT has also been planned for Titiwangsa. With an estimated total gross development value (GDV) of approximately RM9 billion, this sizable 58-acre land slated for urban regeneration is even bigger than the entire Midvalley City. It is set to be a new riverside garden city under the River of Life river beautification programme which is designed to unlock the potential of the land along both sides of the river corridor. Notably, the JV Land is strategically located within an exceptional connectivity hub. which is off Jalan Tun Razak and Jalan Pahang and is easily accessible by other roads via Jalan Kuching, Jalan Ipoh, Jalan Pahang and Lebuhraya Mahameru. The Titiwangsa Monorail Station and the Titiwangsa STAR LRT Station are within walking distance, only about 100 meters away whilst the Sentul KTM station is approximately 3 km away. The JV Land is also near to places of interest such as the Istana Budaya, Lake Titiwangsa and the prime commercial area and shopping destination of Kuala Lumpur City Centre (“KLCC”). Other public amenities in the neighbouring area include the National Library, the National Art Gallery, medical facilities such as the National Heart Centre, the General Hospital Kuala Lumpur and Hospital Tawakal; and sports infrastructures such as the Kompleks Sukan Titiwangsa, Stadium Titiwangsa, Titiwangsa Golf Course and Sentul Raya Golf Course. In terms of education, there are numerous local and international schools in the vicinity such as the Alliance Francaise de Kuala Lumpur, a renowned French language school which is a mere 3.5 km away from the JV Land and Fairview International School. The location and proposed development components of the Concession Land are in Appendix I. 2.4 Proposed development of the JV Land The Concession Land (including the JV land) has been granted approvals for a mixed development comprising residential and commercial properties and community, leisure, recreation and infrastructure facilities. The JV Land is currently vacant and ready for immediate development. Based on preliminary plans, the JV Land is proposed for a niche development with an estimated GDV of approximately RM900 million, tentatively called M Sentral comprising flexible sized and more affordable serviced residences as there is strong demand due to lower entry prices, as well as some retail units. There is also a provision for a sky bridge’s connection to the balance of the 58-acre land, in line with the understanding that Mah Sing may be the potential joint venture partner for other parcels within the Concession Land subject to terms and conditions to be mutually agreed upon.
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