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LEONG HUP HOLDINGS BERHAD - Announcements

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(ii)<br />

(iii)<br />

The fixing of the redemption sum in respect of the 119.82-Acre Land; and<br />

The granting of the Bukit Gambir Loan 2; and<br />

(e)<br />

The approval of the SC for the proposed listing of Newco and the proposed<br />

acquisition of the 119.82-Acre Land by Bukit Gambir.<br />

7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS<br />

As stated in Section 1 above, Mr. Yeo Soo Sia @ Yeo Soo Seng is a director and substantial<br />

shareholder of Budiman, Bukit Gambir, Jayaplus and Pathalon. He is also a director of Atlasprise.<br />

He is therefore deemed interested in the First Proposed Acquisition of Budiman Shares, Proposed<br />

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

132.395-Acre Land and Proposed Disposal of 119.82-Acre Land. As such, he has abstained and<br />

will continue to abstain from all deliberations and voting on the aforesaid Proposals at Board<br />

meetings of Budiman, Bukit Gambir, Jayaplus, Pathalon and Atlasprise. He will also abstain from<br />

voting in respect of his direct and indirect shareholdings, on the shareholders’ resolutions of<br />

Budiman, Bukit Gambir, Jayaplus and Pathalon pertaining to the aforesaid Proposals.<br />

In view of the interests of Datuk Lau Chong Wang, Dato Lau Eng Guang, Datuk Lau Tuang<br />

Nguang and Mr. Lau Chun Yuen in the Second Proposed Acquisition of Budiman Shares as<br />

disclosed in Section 1 above, they have abstained and will continue to abstain from all deliberations<br />

and voting on the Second Proposed Acquisition of Budiman Shares at Board meetings of LHHB.<br />

They will also abstain from voting at the forthcoming EGM of LHHB on the resolution pertaining to<br />

the Second Proposed Acquisition of Budiman Shares in respect of their direct and indirect<br />

shareholdings in LHHB.<br />

Mr. Lau Bong Wong and LHM will abstain from voting at the forthcoming EGM of LHHB on the<br />

resolution pertaining to the Second Proposed Acquisition of Budiman Shares in respect of their<br />

direct and indirect shareholdings in LHHB.<br />

Save as disclosed above, none of the directors or substantial shareholders of LHHB or persons<br />

deemed to be connected to them has any interest, direct or indirect, in the Proposals.<br />

8. EVALUATION OF THE PROPOSALS<br />

In our evaluation of the Proposals, we have taken the following into consideration:-<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

Rationale for the Proposals;<br />

Basis of determining the consideration for the Proposals;<br />

Mode of financing the First and Second Proposed Acquisition of Budiman Shares; and<br />

Financial effects of the Proposals.<br />

8.1 Rationale for the Proposals<br />

The rationale for the Proposals is stated to be as follows:-<br />

“The Proposed Disposal of Atlasprise Shares, Proposed Disposal of 73.845-Acre Land,<br />

Proposed Disposal of 132.395-Acre Land and Proposed Disposal of 119.82-Acre Land<br />

will raise gross proceeds of approximately RM46.068 million for the LHHB Group,<br />

excluding:-<br />

47

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