Completion of the sale and purchase of the Sale Shares is conditional upon the following conditions precedent having being fulfilled:

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1 ( SMB OR COMPANY ) PROPOSED DISPOSAL OF 205,000,000 ORDINARY SHARES IN CH OFFSHORE LTD ( CHO ) REPRESENTING 29.07% OF THE ENTIRE ISSUED ORDINARY SHARES OF CHO BY SCOMI MARINE SERVICES PTE LTD ( SMS ), A WHOLLY-OWNED SUBSIDIARY OF SMB, TO FALCON ENERGY GROUP LIMITED ( PURCHASER ) FOR A TOTAL CASH CONSIDERATION OF SGD143,500, INTRODUCTION The Board of Directors of SMB wishes to announce that SMS, a wholly-owned subsidiary of the Company, has on 5 February 2010 entered into a conditional share purchase agreement ( SPA ) with the Purchaser to dispose of 205,000,000 ordinary shares in CHO ( Sale Shares ) representing 29.07% of the entire issued ordinary shares of CHO, to the Purchaser at a total cash consideration of SGD143,500,000 ( Proposed Disposal ). 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Salient Terms of the SPA The salient terms of the SPA are as follows: Sale and Purchase Subject to the terms and conditions set forth in the SPA, SMS, as the legal and beneficial owner of the Sale Shares, agrees to sell, and the Purchaser agrees to purchase (or procure the Purchaser s nominated wholly-owned subsidiary to purchase) the Sale Shares, free from any claim or encumbrances together with all rights, benefits and entitlements (including but not limited to any dividends, distributions, share options, warrants, bonus and rights issues) attaching or accruing thereto on or after the date of the SPA Conditions Precedent Completion of the sale and purchase of the Sale Shares is conditional upon the following conditions precedent having being fulfilled: if necessary, SMB obtaining the approval of its shareholders at an extraordinary general meeting for the Proposed Disposal or the consent of Bursa Malaysia Securities Berhad for SMB to obtain ratification of SMB s shareholders in respect of the Proposed Disposal after the closing of the Proposed Disposal; SMS obtaining the consent of Oversea-Chinese Banking Corporation Limited ( SMS Lenders ) for the release of the share charge over the Sale Shares on or prior to Completion; Page 1 of 9

2 (iii) (iv) (v) (vi) (vii) (viii) (ix) the requisite approval of the Purchaser s shareholders having being obtained on or prior to the Long Stop Date (as defined below), and such approval remaining in full force and effect on Completion and, if such approval is subject to any conditions which are required to be fulfilled on or prior to Completion, such conditions shall be so fulfilled; if necessary, the requisite approval of the Singapore Exchange Securities Trading Limited ( SGX-ST ) (or any other regulatory authorities which the Purchaser is subject to or having jurisdiction over the Purchaser) for the Proposed Disposal having been obtained on or prior to the Long Stop Date and such approval remaining in full force and effect on Completion and, if such approval is subject to any conditions which are required to be fulfilled on or prior to Completion, such conditions shall be so fulfilled; the execution and delivery of the Controlling Shareholders Undertaking (as defined below) on or prior to five (5) business days after the date of the SPA and the Controlling Shareholders Undertaking remaining in full force and effect on, and the Controlling Shareholders Undertaking not having been breached, repudiated or terminated on or prior to, the date of the extraordinary general meeting of the Purchaser; the execution and delivery of the SGB Undertaking (as defined below) on or prior to five (5) business days from the date of the SPA and the SGB Undertaking remaining in full force and effect on, and the SGB Undertaking not having been breached, repudiated or terminated on or prior to the date of the extraordinary general meeting of SMB; there not having been, during the period from the date of the SPA till Completion, any substantial diminution in value of the assets of the Company and its subsidiaries taken as a whole other than any diminution in value arising in the ordinary course of business; CHO and its subsidiaries not being insolvent; there not being, in respect of CHO (or any of its subsidiaries or any part of its material business or assets), any order made, petition presented or resolution passed for its winding up (other than for the purpose of reconstruction or internal restructuring) or any judicial management or any proposal or petition therefor or any distress, execution or other process levied or any receiver, judicial manager or other encumbrancer appointed. Completion means completion of the sale and purchase of the Sale Shares, which shall take place on the 3 rd business day after the later of the Vendor s Notice and the Purchaser s Notice. Page 2 of 9

3 Controlling Shareholders Undertaking means the undertaking to be executed by Ruben Capital Ventures Limited and Tan Pong Tyea in favour of SMS, whereby they undertake to, amongst others, vote in favour of the Proposed Disposal at the Purchaser s extraordinary general meeting to be convened. Long-Stop Date means 30 April 2010 being the date which is twelve (12) weeks from the date of the SPA or such later date as may be necessary for SMS and the Purchaser to comply with the requirements of any regulatory authorities (if any). Purchaser s Notice means the written notice to be given by the Purchaser to SMS upon fulfillment of the conditions precedent set out in sections (iii) and (iv) above. Vendor s Notice means the written notice to be given by SMS to the Purchaser upon fulfillment of the conditions precedent set out in sections 2.1.2,, (vii), (viii) and (ix) above Consideration The Sale Shares shall be sold to the Purchaser for a total cash consideration of SGD143,500,000 ( Consideration ). The Consideration translates into SGD0.70 per Sale Share and was arrived at on a willing-buyer willing-seller basis after taking into account the prevailing market price of CHO ordinary shares as traded on SGX-ST. In the event CHO effects a share buyback during the period between the execution of the SPA and Completion, which results in the Sale Shares constituting more than 30% of the entire issued ordinary shares of CHO immediately after the said share buy back but before Completion, the Purchaser shall only purchase and SMS shall only sell such number of ordinary shares in CHO representing 29.07% of the then issued ordinary shares of CHO and the number of Sale Shares shall be adjusted accordingly. Following the above adjustment in the number of Sale Shares, the Consideration shall be adjusted accordingly on a pro-rata basis at SGD0.70 per Sale Share Payment of Consideration The Consideration shall be satisfied in cash by the Purchaser to SMS in the following manner: A non-refundable deposit for the amount of SGD10,000,000 ( Deposit ) to be paid upon the execution of the SPA into an escrow account ( Escrow Account ) with the Purchaser s solicitors, Messrs Kelvin Chia Partnership, as an escrow agent ( Escrow Agent ) for SMS and the Purchaser, who shall hold the Deposit in accordance with the terms of the Escrow Agreement; Page 3 of 9

4 The remaining balance of the Consideration shall be paid on Completion. The Deposit (and interest thereon) shall only refundable to the Purchaser in any of the following circumstances: (iii) if the conditions precedent as set out in sections 2.1.2,, (vi), (vii), (viii) or (ix) above is not fulfilled; if the condition precedent as set out in section (iv) above is not fulfilled, provided that such non-fulfillment is not as a result of or arising from any act or omission on the part of the Purchaser or its representatives; or the non-performance by SMS of its obligations under section below Completion On Completion, subject to SMS receipt of the Consideration, SMS shall: effect the transfer of the Sale Shares to the Purchaser, through such arrangement as may be acceptable to SMS, the Purchaser and SMS Lenders; and procure the resignation of SMS nominees, Tan Sri Datuk Asmat Bin Kamaludin and Dato Kamaluddin Bin Abdullah (and their alternates, if any), from the board of directors of the Company Liabilities to be Assumed SMS will not assume any liabilities of the Purchaser and/or any third party pursuant to the Proposed Disposal. The Purchaser will also not assume any liabilities of SMS and/or any third party pursuant to the Proposed Disposal. 3. INVESTMENT OF SMB IN CHO SMB s original cost of investment in CHO was SGD82.0 million and such investment in CHO was made by SMB, through SMS, on 30 September UTILISATION OF THE PROCEEDS The proceeds from the Proposed Disposal are expected to be utilised for the repayment of borrowings and/or working capital purposes as well as defraying the expenses incurred in relation to the Proposed Disposal. The proceeds from the Proposed Disposal will be utilised within twelve (12) months from the completion of the Proposed Disposal. Page 4 of 9

5 5. RATIONALE OF THE PROPOSED DISPOSAL The Proposed Disposal will enable SMS to raise cash amounting to SGD143.5 million (equivalent to approximately RM348.7 million based on the exchange rate of SGD1 = RM2.43). As mentioned in section 4 of this announcement, proceeds from the Proposed Disposal are expected to be utilised for the repayment of borrowings and/or working capital purposes as well as defraying the expenses incurred in relation to the Proposed Disposal. Upon repayment of borrowings, SMB Group s net gearing position is expected to improve. 6. BACKGROUND INFORMATION 6.1 CHO CHO was incorporated in Singapore on 31 March 1976 as a private company limited by shares in the name of Mico Line Pte Ltd, and subsequently changed its name to CH Offshore Pte Ltd on 11 September On 13 February 2003, it was converted into a public company and changed its name to its present name. CHO was subsequently listed on the SGX-ST by introduction on 28 February CHO owns and operates vessels to support and service the offshore oil and gas industry mainly in Indonesia, Australia, Latin American and Middle East. Its offshore support services are involved in various phases of offshore exploration, development and production activities. These services include towing and anchor handling of drilling rigs, transportation of supplies and personnel, and supporting other offshore activities. The issued capital of CHO as at 29 January 2010 is SGD95,251,166. For the financial year ended 30 June 2009, CHO registered an audited consolidated profit after tax of USD56.2 million and its audited net assets as at 30 June 2009 is USD187.4 million. The turnover, profit before tax and profit after tax of CHO for the past 3 financial years ended 30 June 2009 is set out in Table 1. Table 1: Financial year ended 30 June ( FY ) 2007 (USD 000) 2008 (USD 000) 2009 (USD 000) Turnover (Note 1) 45,676 43,131 68,794 Profit before tax (Note 2) 40,686 39,884 56,263 Profit after tax (Note 3) 40,173 39,679 56,239 Page 5 of 9

6 Note 1: Turnover for FY2008 decreased by approximately USD2.5 million or 5.6% to USD43.1 million due to reduction in fleet size from 17 vessels at the beginning of the year to 13 vessels by the end of the year, arising from disposal of old vessels. The significant increase in FY2009 revenue of approximately USD25.7 million or 59.5% is primarily due to the delivery of four units of 12,240 bhp AHTS vessels between March 2008 and November 2008 which command higher daily charter rates. Note 2: As the result of the decrease in the revenue, profit before tax ( PBT ) for FY2008 dropped slightly by approximately USD0.8 million or 2% compared to FY2007. PBT for FY2009 increased by approximately USD16.4 million or 41.1% to USD56.3 million due to improved operating margin with the delivery of the four 12,240 bhp AHTS vessels. Note 3: The decrease in FY2008 in profit after tax ( PAT ) of approximately USD0.5 million from FY2007, and the increase of approximately USD16.6 million or 41.7% in FY2009 are due to the movement in PBT as explained above. CHO is presently a 29.07% associate company of SMB. Upon completion of the Proposed Disposal, SMB shall cease (via SMS) to have any shareholding in CHO. 6.2 The Purchaser The Purchaser, a public company limited by shares, was incorporated on 31 March 2004 under the laws of the Republic of Singapore. The Purchaser is listed on the Main Board of SGX-ST. The Purchaser was initially listed on SGX Sesdaq under the name of Sembawang Music Holdings Limited on 2 December 2004, and subsequently renamed Falcon Energy Group Limited on 13 November On 8 September 2009, the Purchaser was transferred to SGX Main Board. In April 2007, the Purchaser divested its music related business to focus on marine and oil & gas industries. Currently, it has three (3) core businesses Marine, Oilfield Services and Oilfield Projects that provide a broad spectrum of support services to global companies in the oil & gas industry including offshore support vessels; agency, warehousing, logistics, procurement and other general supporting activities; and oilfield projects and investments. As at 31 December 2008, the Purchaser has a share capital of USD179,524,000 comprising 710,418,754 ordinary shares. The principal activity of the Purchaser is investment holding. Page 6 of 9

7 The present Directors of the Purchaser as at 29 January 2010 are Tan Pong Tyea, Neo Chin Lee, Cai Wenxing, Lien Kait Long, Mohan Raj s/o Charles Abraham, Tan Kian Huay, Tan Sooh Whye (alternate to Tan Pong Tyea and Cai Wenting (alternate to Cai Wenxing). 7. EFFECTS OF THE PROPOSED DISPOSAL 7.1 Share Capital and Shareholdings of Substantial Shareholders The Proposed Disposal will not have any effect on the share capital and the shareholdings of the substantial shareholders of SMB as the Consideration is to be settled fully in cash. 7.2 Earnings Based on a Consideration of SGD143.5million or RM348.7 million, the Proposed Disposal will result in a net gain of RM63.6 million to SMB Group (after netting estimated expenses of RM3.4 million), representing approximately RM0.09 per SMB share based on the number of ordinary shares of SMB in issue (net of treasury shares) as at 31 December After the completion of the Proposed Disposal, the contribution from CHO to the earnings of SMB Group shall cease. 7.3 Net Assets ( NA ), NA per share and Gearing The proforma effect of the Proposed Disposal on the NA, NA per share and gearing of SMB Group is set out in Table 2. Table 2: Solely for illustrative purposes only, based on: the audited consolidated balance sheets of SMB for the financial year ended 31 December 2008; the exchange rate of RM3.4 to USD1 and RM2.43 to SGD1; and (iii) assuming the Proposed Disposal was completed on 31 December Financial year ended Audited as at 31 December 2008 RM 000 After the Proposed Disposal of CHO RM 000 Share capital 733, ,009 Share premium 121, ,913 Other reserves (59,905) (59,905) Retained earnings 177, ,074 (1) Net assets 972,490 1,036,091 Number of shares (000) 733, ,009 Net assets per share (RM) Page 7 of 9

8 Notes: (1) Including a net gain of RM63.6 million (after netting estimated expenses of RM3.4 million to be incurred in the Proposed Disposal). The specific amount of proceeds to be applied towards repayment of bank borrowings has not been confirmed at this stage. However, utilisation of proceeds toward repayment of bank borrowings is expected to improve SMB Group s net gearing position. 8. APPROVALS REQUIRED The Proposed Disposal is conditional upon receipt of approvals from the following: (iii) the shareholders of SMB and the Purchaser; SMS Lenders; SGX-ST or any other regulatory authorities which the Purchaser is subject to or having jurisdiction over the Purchaser. 9. DEPARTURE FROM THE SC S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ( SC GUIDELINES ) To the best of knowledge of the Board of Directors of SMB, the Proposed Disposal does not result in any departure from the SC Guidelines. 10. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD Pursuant to paragraph 10.02(g) of the Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio in relation to the Proposed Disposal is 86.3%. 11. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the Directors and major shareholders of SMB and/or persons connected with them has any interest, direct or indirect in the Proposed Disposal other than their respective entitlement (if any) as a shareholder of SMB and to share options granted pursuant to the Company s Employees Share Option Scheme to subscribe for shares in SMB. 12. DIRECTORS' STATEMENT The Board of Directors of the Company having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company. Page 8 of 9

9 13. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED DISPOSAL Barring any unforeseen circumstances and subject to all the required approvals being obtained, the Proposed Disposal is expected to be completed in the 2nd quarter of the financial year ending 31 December DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPA is available for inspection at the registered office of SMB at Suite 5.03, 5 th Floor, Wisma Chase Perdana, Off Jalan Semantan, Damansara Heights, Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 5 February Page 9 of 9

Further details of the Proposed Disposal are set out in the ensuing sections.

Further details of the Proposed Disposal are set out in the ensuing sections. WZ SATU BERHAD ( WZ SATU OR THE COMPANY ) PROPOSED DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF WENG ZHENG TRADING SDN BHD ( WZ TRADING ) TO TAN JING XIN ( PURCHASER ) FOR A CASH CONSIDERATION OF RM22,800,000