PROPOSED DISPOSAL BY KAR SIN BERHAD, A WHOLLY-OWNED SUBSIDIARY OF YNH OF PROPERTY ON ALL THAT FREEHOLD VACANT LAND IN THE MUKIM OF KUALA LUMPUR, DAERAH KUALA LUMPUR, NEGERI WILAYAH PERSEKUTUAN KUALA LUMPUR FOR A TOTAL CASH CONSIDERATION OF RM170.00 MILLION ONLY TO SUNWAY LIVING SPACE SDN BHD

(PROPOSED DISPOSAL)

YNH PROPERTY BHD ("YNH" OR "COMPANY")

PROPOSED DISPOSAL BY KAR SIN BERHAD, A WHOLLY-OWNED SUBSIDIARY OF YNH OF PROPERTY ON ALL THAT FREEHOLD VACANT LAND IN THE MUKIM OF KUALA LUMPUR, DAERAH KUALA LUMPUR, NEGERI WILAYAH PERSEKUTUAN KUALA LUMPUR FOR A TOTAL CASH CONSIDERATION OF RM170.00 MILLION ONLY TO SUNWAY LIVING SPACE SDN BHD

("PROPOSED DISPOSAL")

We refer to your Company's announcement dated 16 May 2023, in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad with the following additional information for public release:-

1. In Section 1, to provide a brief background on the tripartite relationship involving Kar Sin Berhad (“Vendor”), Imbuhan Sempurna Sdn Bhd (“Registered Proprietor”) and Great Wall Park Sdn Bhd (“First Beneficial Owner”) and to clarify on the following:-

(a) How did Kar Sin Berhad become the Vendor when it is neither the Registered Proprietor nor the First Beneficial Owner of the Property.

(b) Why is Kar Sin Berhad not the Registered Proprietor and/or the Beneficial Owner of the Property if it had invested in the Property since 18 April 2022.

(c) The differences in the role and responsibilities between the Registered Proprietor and the First Beneficial Owner in dealing with the Property.

2. In Section 2, to clarify whether or not Lau Sheng Ming and/or Yu Teong Wei are in any way related to the Vendor and/or the Vendor’s directors/major shareholders.

3. In Section 4, to provide the basis in deriving at the disposal consideration of RM170 million other than willing-buyer and willing-seller basis since there was no valuation carried out on the Property.

4. In Section 5, to highlight that the Disposal Consideration could potentially increase by RM50 million to RM220 million due to the Special Conditions agreed upon and to provide brief details on the Special Conditions or to direct the shareholders to refer to Section 9, Appendix I of the announcement.

5. In Section 9, to provide timeframe for full utilisation of proceeds arising from the Disposal.

6. In Section 14, to reassess the computation of percentage ratios by taking into account the additional consideration sum of RM50 million stated under the Special Conditions section of the announcement and to announce the highest percentage ratio based on new computation. Otherwise, to provide a negative statement on this together with the reason for not including the RM50 million.

7. In Section 15, it is noted that the Proposed Disposal is not subject to the approval of shareholders of the Company and/or any other relevant authorities. Please provide clarification on the Conditions Precedents relating to obtaining approvals of the Vendor’s holding company as stated in Section 2 of Appendix I of the announcement.

8. In Section 1 of Appendix I, to clarify/disclose the following information:

(a) The rationale for entering into the Sale and Purchase Agreement date 20 May 2008 between the Registered Proprietor and the First Beneficial Owner when both entities are owned by the same parties namely Lau Sheng Ming and Yu Teong Wei.

(b) The consideration sum agreed in the Sale and Purchase Agreement dated 20 March 2008.

(c) The consideration sum paid by the Government of Malaysia to acquire part of the Land on 5 May 2009.

(d) Whether or not there was an adjustment made to the consideration sum agreed upon in the Sale and Purchase Agreement dated 20 March 2008 following the acquisition of part of the Land by the Government of Malaysia on 5 May 2009.

(e) The amount of full purchase price and all other monies due and payable under the Principal Agreement, of which such payment was made by the First Beneficial Owner on 15 February 2014. To also clarify what was meant by all other monies due and payable under the Principal Agreement by providing the specific details of such payment.

(f) Whether or not YNH made any announcement pertaining to the Turnkey Construction Agreement entered into on 20 June 2016. If yes, to specify the date of the announcement. Otherwise, to provide a negative statement and the reason for not making any announcement.

(g) The date of payment for the RM41.5 million paid by the Vendor (as contractor) to the First Beneficial Owner (as developer) and the purpose/reason for such payment.

(h) The rationale for the Registered Proprietor agreeing to the creation of the charge over the Property to secure a loan in favour of the Vendor and the loan amount granted by OCBC Al-Amin Bank Berhad. To also clarify if such loan is still subsisting and the outstanding amount, if any.

(i) The original completion date and the extended completion date of the Mixed Development as well as the original profit-sharing proportions between the Vendor (as contractor) and the First Beneficial Owner (as developer) and the subsequent variation made to the profit sharing proportions. To also provide the date of payment and the purpose for the additional RM198 million paid by the Vendor to the First Registered Owner.

(j) Whether or not YNH made any announcement pertaining to the termination of the Turnkey Construction Agreement on 1 April 2022. If yes, to specify the date of the announcement. Otherwise, to provide a negative statement and the reason for not making any announcement.

(k) Whether or not YNH made any announcement pertaining to the Sub-Sale Agreement entered into on 18 April 2022. If yes, to specify the date of the announcement. Otherwise, to provide a negative statement and the reason for not making any announcement.

(l) The basis in deriving at the RM150 million purchase consideration and the salient terms including all the Conditions Precedent of the Sub-Sale Agreement and the expected completion date.

(m) The reason for the long time taken by the Vendor in holding the company’s members resolution in general meeting since entering into the Sub-Sale Agreement on 18 April 2022.

(n) The impact to the acquisition of the Property by the Vendor in the event shareholders’ approval is not obtained and the remedy/recourse to the Vendor since it is deemed to have paid the First Beneficial Owner the Purchase Price of the Sub-Sale Agreement on 18 April 2022.

(o) Whether or not the balance sum of RM89.5 million (i.e. RM239.5 million being the Sum to be Refunded – RM150.0 million being the Purchase Price of the Sub Sale Agreement) has been received by the Vendor from the First Beneficial Owner. If yes, to disclose the date of payment and the details on the Vendor’s utilisation of such amount received. If the balance sum has yet to be paid to the Vendor, please explain the reason for the delay in making the refund as it was supposed to be refunded within 6 months from 1 April 2022 and indicate the payment timeline as well as compensation to be received by the Vendor arising from such late payment.

(p) The original expiry date of the First Development Order.

(q) The date of application and date of approval with respect to the extension of the validity of the First Development Order until 6 August 2023 and the party who submitted such application to the authority i.e. whether it was the Vendor or the First Beneficial Owner.

(r) Details of Clause 3A of the SPA relating to the corporate guarantee matter.

(s) Details relating to appointments of all consultants, architects and contractors appointed by the Vendor to work on the planning and the development of the Property previously including any submissions to the authorities, of which the information shall include the name of the appointed parties, date of appointment, purpose of appointment and the total costs incurred by the Vendor arising from such appointments.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully

Listing

Regulation

cc:-   Market Surveillance, Securities Commission