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LEONG HUP HOLDINGS BERHAD - Announcements

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(ii)<br />

The balance of RM12,965,180.48 by the issuance of new Shares by<br />

Newco at the initial public offering price (“Consideration Shares”). The<br />

initial public offering price and the basis therefor and hence the number of<br />

Consideration Shares, will be determined after Newco has obtained the<br />

SC’s approval for its proposed listing on the KLSE. Budiman undertakes<br />

to sell 40% of the Consideration Shares to Bumiputra parties approved by<br />

the Ministry of International Trade & Industry.<br />

Newco expects to submit its application to the SC by July 2001. In the<br />

event that the proposed listing of Newco does not take place, the Proposed<br />

Disposal of 119.82-Acre Land will be aborted.<br />

(f)<br />

Rights Attaching to Consideration Shares<br />

The Consideration Shares shall rank pari passu in all respects with the other Shares<br />

of Newco and shall be similarly listed and quoted on the KLSE.<br />

4.7 Inter-Conditionality<br />

The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise<br />

Shares, Proposed Disposal of 73.845-Acre Land and Proposed Disposal of 132.395-Acre<br />

Land are inter-conditional with one another.<br />

The Second Proposed Acquisition of Budiman Shares is not inter-conditional with any of<br />

the other Proposals.<br />

The Proposed Disposal of 119.82-Acre Land is not inter-conditional with any of the other<br />

Proposals.<br />

4.8 Related-Party Transactions<br />

The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise<br />

Shares, Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land<br />

and Proposed Disposal of 119.82-Acre Land are related-party transactions because Mr.<br />

Yeo Soo Sia @ Yeo Soo Seng is a director and substantial shareholder of Budiman, Bukit<br />

Gambir, Jayaplus and Pathalon, as well as a director of Atlasprise.<br />

The Second Proposed Acquisition of Budiman Shares is a related-party transaction for the<br />

following reasons:-<br />

(a)<br />

(b)<br />

(c)<br />

Datuk Lau Chong Wang is the Chairman and Managing Director of LHHB and a<br />

substantial shareholder of LHHB through his interest in LHM. He is a director<br />

and substantial shareholder of LHM. He is also a substantial shareholder of<br />

Amalan, and a director and an indirect substantial shareholder of Budiman through<br />

his interest in LHHB;<br />

Dato Lau Eng Guang is an Executive Director of LHHB and a substantial<br />

shareholder of LHHB. He is a director and substantial shareholder of LHM. He is<br />

also a substantial shareholder of Amalan;<br />

Datuk Lau Tuang Nguang is an Executive Director of LHHB and a substantial<br />

shareholder of LHHB. He is a substantial shareholder of Amalan and a director of<br />

Budiman;<br />

16

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