: The shareholder and shareholding structure of the Issuer as at 30 November 2017 are as follows:

Transcription

1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : LBS Bina Holdings Sdn Bhd ( LBS or the Issuer ). (2) Address : Registered Address Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. Business Address Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 11-Oct-1982 : Malaysia : K (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital (10)Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (11)Board directors of : Not Listed : Property development and investment holding : The issued and paid-up share capital of the Issuer as at 30 November 2017 are as follows: Issued and Paid-Up Share Capital: RM198,336, divided into 198,336,000 ordinary shares. : The shareholder and shareholding structure of the Issuer as at 30 November 2017 are as follows: Direct Shareholding Direct Shareholding Shareholder Number of ordinary shares % of Issued and Paid Up Share Capital LBS Bina Group Berhad 198,336, : 1. Dato Seri Lim Bock Seng 2. Tan Sri Lim Hock San, JP 3. Datuk Wira Lim Hock Guan, JP 4. Maj (Hon) Dato Sri Lim Hock Sing, JP 5. Dato Sri Lim Hock Seong 6. Dato Chia Lok Yuen 7. Dato Lim Mooi Pang (B) CORPORATE INFORMATION OF CORPORATE GUARANTOR (1) Name : LBS Bina Group Berhad ( LBGB or Corporate Guarantor ) (2) Address : Registered Address Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. Business Address Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 29-Jun-2000 : Malaysia : H (6) Residence status : Resident Controlled Company (7) Place and date of listing : No. Place of listing Date of listing 1 Bursa Malaysia 30 Jan 2002 Page 1 of 18

2 (8) Principal activities (9) Authorised, issued and paidup share capital (10)Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : Investment holding and provision of management services to its subsidiary companies in the group. : The issued and paid-up share capital of the Corporate Guarantor as at 30 November 2017 are as follows: Issued and Paid-Up Share Capital: RM765,873, divided into 680,302,307 ordinary shares. *Note: The issued and paid-up share capital is inclusive of 60,000 treasury shares : The substantial shareholders and shareholding structure of the Corporate Guarantor as at 30 November 2017 are as follows: Direct Direct Shareholding Indirect Shareholding Shareholding Indirect Shareholding Substantial Shareholder Number of% of Issued and Paid UpNumber of% of Issued and Paid Up ordinary shares Share Capital ordinary shares Share Capital Gaterich Sdn. Bhd 294,958, Tan Sri Lim Hock San, JP^ 5,582, ,958, Datuk Wira Lim Hock Guan, 10,872,360 JP^ ,958, Kumpulan Wang Persaraan 58,887,500 (Diperbadankan)# ,806, Notes: (i) ^Deemed interested by virtue of their interest in Gaterich Sdn. Bhd. pursuant to Section 8 of CA (ii) #Deemed interested by virtue of shares held by fund managers of Kumpulan Wang Persaraan (Diperbadankan) (11)Board directors of : 1. Dato Seri Lim Bock Seng 2. Tan Sri Lim Hock San, JP 3. Datuk Wira Lim Hock Guan, JP 4. Maj (Hon) Dato Sri Lim Hock Sing, JP 5. Dato Sri Lim Hock Seong 6. Dato Chia Lok Yuen 7. Dato Lim Mooi Pang 8. Datuk Dr. Haji Baharum Bin Haji Mohamed 9. Datuk Lim Si Cheng 10. Lim Tong Lee (1) Name : Utuh Aspirasi Sdn. Bhd. ( UASB ) (2) Address : Registered Address: Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. Business Address: Plaza Seri Setia Level 1 4 No. 1 Jalan SS9/ Petaling Jaya Selangor Darul Ehsan. (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 28-Mar-2001 : Malaysia : A (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital : Not Listed : Property development. : The issued and paid-up share capital of UASB as at 30 November 2017 are as follows: Issued and Paid-Up Share Capital: RM100,000 divided into 100,000 ordinary shares. (10)Structure of shareholdings and names of shareholders or, in the case of a : The shareholders and shareholding structure of UASB as at 30 November 2017 are as follows: Direct Shareholding Direct Shareholding Shareholder Number of ordinary shares % of Issued and Paid Up Share Capital Page 2 of 18

3 public company, names of all substantial shareholders LBS Bina Holdings Sdn. Bhd. 100, (11)Board directors of : 1. Tan Sri Lim Hock San, JP 2. Datuk Wira Lim Hock Guan, JP 3. Dato Chia Lok Yuen 4. Dato Lim Mooi Pang (C) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties 1 Issuer LBS 2 Principal Adviser 3 Lead Arranger Public Investment Bank Berhad 4 Solicitors Albar & Partners 5 Security Agents 6 Facility Agent 7 Shariah Adviser 8 Corporate Guarantor Public Investment Bank Berhad ( PIVB ) PIVB PIVB Amanie Advisors Sdn. Bhd. ( Amanie ). LBS Bina Group Berhad ( LBGB ) 9 Other Public Islamic Bank Berhad ( PIBB )-Sole Investor 10 Other Utuh Aspirasi Sdn. Bhd. ( UASB ), LBGB and/or such parties as may be determined by the Sole Investor ( Security Parties )-Security Parties (2) At point of distribution : No. Roles Name of parties 1 Issuer LBS 2 Lead Arranger PIVB 3 Facility Agent PIVB 4 Central Depository BNM 5 Paying Agent BNM 6 Other PIBB-Sole Investor 7 Shariah Adviser Amanie (3) After distribution : No. Roles Name of parties 1 Issuer LBS 2 Principal Adviser Public Investment Bank Berhad 3 Facility Agent PIVB 4 Security Agents PIVB 5 Central Depository BNM 6 Paying Agent BNM Page 3 of 18

4 7 Corporate Guarantor LBGB 8 Other Security Parties-Security Parties (D) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : Unrated Islamic Medium Term Notes ( Sukuk Murabahah ) Programme of up to RM500.0 million in nominal value (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (for : No. Shariah Principles 1 Murabahah (via Tawarruq arrangement) (4) Facility description : A Sukuk Murabahah Programme pursuant to which the Issuer may from time to time issue Sukuk Murabahah of up to RM500.0 million in nominal value. The Sukuk Murabahah will be issued based on the Shariah principle of Murabahah (via Tawarruq arrangement) being a Shariah principle approved by the SAC of the SC based on a Commodity Murabahah structure. The issuance of each tranche of the Sukuk Murabahah from time to time under the Sukuk Murabahah Programme shall be effected as follows: (i) The Security Agent (on behalf of the holder of the Sukuk Murabahah ( Sole Investor )) and LBS shall enter into an agency agreement, pursuant to which LBS (in such capacity as the Purchase Agent ) is appointed as the agent of the Sole Investor for the purchase and sale of Shariah-compliant commodities ( Commodities ), from time to time. The Purchase Agent will then enter into a sub-agency agreement to appoint the Facility Agent as the subpurchase agent (in such capacity as the Sub-Purchase Agent ) for the purchase and sale of Commodities under the Sukuk Murabahah Programme, from time to time. (ii) Pursuant to a Commodities Murabahah Master Agreement to be entered into between LBS (in such capacity as the Purchaser ), the Purchase Agent and the Sub-Purchase Agent, the Purchaser will, from time to time, issue a purchase order (the Purchase Order ) to the Purchase Agent and the Sub-Purchase Agent. In the Purchase Order, LBS (acting as Purchaser for itself) will (a) request the Purchase Agent (through the Sub- Purchase Agent) to purchase the Commodities and (b) irrevocably undertake to purchase the Commodities from the Sole Investor via the Sub-Purchase Agent at a deferred sale price ("Deferred Sale Price") which shall be the Purchase Price (as defined below) plus the disclosed profit margin. The disclosed profit margin for each Sukuk Murabahah to be issued under the Sukuk Murabahah Programme shall be fixed at the contracted profit amount ( CPA ) calculated based on a contracted profit rate ( CPR ) to be determined prior to each issuance of the Sukuk Murabahah. (iii) Pursuant to the Purchase Order, the Sub-Purchase Agent acting on behalf of the Purchase Agent via the Commodity Trading Participant ( CTP ) (pursuant to a CTP purchase agreement entered into between the Sub- Purchase Agent and the CTP ( CTP Purchase Agreement ) will purchase on a spot basis the Commodities from commodity vendor(s) in the Bursa Suq Al-Sila' commodity market ( Commodity Seller ) at a purchase price ("Purchase Price") which shall be an amount equivalent to the Sukuk Murabahah proceeds. (iv) LBS shall issue Sukuk Murabahah to the Sole Investor whereby the proceeds received from such issuance shall be used to pay for the Purchase Price of the Commodities. The Sukuk Murabahah shall evidence the Sole Investor s ownership of the Commodities and subsequently, once the Commodities are sold to LBS (as the Purchaser for itself), the Sole Investor s entitlement to receive the Deferred Sale Price. (v) Thereafter, pursuant to the undertaking under the Purchase Order, the Sub-Purchase Agent (acting on behalf of the Purchase Agent shall sell the Commodities to LBS (acting as Purchaser for itself) at the Deferred Sale Price under the sale and purchase agreement ( Sale and Purchase Agreement ). (vi) Subsequently thereafter, LBS via the CTP (pursuant to a CTP sale agreement entered into between LBS and the CTP ( CTP Sale Agreement ) will sell the Commodities to Bursa Malaysia Islamic Services Sdn. Bhd ( Commodity Buyer ) on a spot basis for an amount equal to the Purchase Price. The CTP Sale Agreement will provide for the CTP to directly sell the Commodities to the Commodity Buyer upon notice by the Sub-Purchase Agent that the Sale and Purchase Agreement has been completed and executed. Page 4 of 18

5 (vii) During the tenure of the Sukuk Murabahah, LBS (in its capacity as the Purchaser), as part of its obligation to pay the Deferred Sale Price, shall make periodic profit payments ( Periodic Profit Payments ) to the Sole Investor via the Facility Agent. Upon the maturity dates of the respective Sukuk Murabahah, LBS (in its capacity as the Purchaser) shall pay all amounts outstanding in respect of the Deferred Sale Price upon which the relevant Sukuk Murabahah will be cancelled. In the event the aggregate amount of Periodic Profit Payments is less than the CPA, LBS shall be entitled for Ibra from the Sole Investor upon the maturity date of the Sukuk Murabahah. Upon the declaration of an Event of Default or upon early redemption of the Sukuk Murabahah, subject to Ibra as described below, LBS shall pay all amounts outstanding in respect of the Deferred Sale Price of the relevant Sukuk Murabahah upon which the relevant Sukuk Murabahah will be cancelled. (viii) The Corporate Guarantor shall provide an irrevocable and unconditional guarantee under the principle of Kafalah ( Corporate Guarantee ) in favour of the Security Agent acting on behalf of the Sole Investor, as a continuing obligation, whereby the Corporate Guarantor shall guarantee the payment obligations of LBS of all principal payments of the Sukuk Murabahah and all profit payments and all other payments due and payable under the Sukuk Murabahah and/or Sukuk Murabahah Programme. In respect of Tranche 1 (as defined under Details of security/collateral pledged, if applicable ), UASB shall provide an irrevocable and unconditional guarantee under the principle of Kafalah ( UASB Guarantee ) in favour of the Security Agent acting on behalf of the Sole Investor, as a continuing obligation, whereby UASB shall guarantee the payment obligations of LBS of all principal payments of the Sukuk Murabahah under Tranche 1 and all profit payment and all other payments due and payable under the Sukuk Murabahah under Tranche 1. Please refer to Appendix I for the illustrative diagram of the Sukuk Murabahah transaction. (5) Currency : Ringgit (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme : MYR500,000, : No : 20 year(s) (9) Availability period for debt/ sukuk programme (10)Clearing settlement platform and : The Sukuk Murabahah are available for issuance upon the completion of the documentation and the fulfilment of all conditions precedent for the issuance of the Sukuk Murabahah to the satisfaction of the Lead Arranger (unless otherwise waived by the Lead Arranger at the instruction of the Sole Investor) and ending on the date falling twenty (20) years from the date of the first issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme, provided that the first issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme shall be made within sixty (60) business days from the date of the documents and information required pursuant to the LOLA Guidelines are lodged with the SC and no Sukuk Murabahah shall mature after expiry of the tenure of the Sukuk Murabahah Programme. : PayNet (11)Mode of issue : Private placement (12)Selling restrictions (13)Tradability and transferability (14)Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase PDS/sukuk, and whether or not obtained (15)Details of security/ collateral pledged : Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Schedule 8 of CMSA Section 2(6) of the Companies Act 2016 : Non-tradable & non-transferable : Not applicable. : The tranche 1 of the Sukuk Murabahah ( Tranche 1 ) issued under the Sukuk Murabahah Programme shall be secured by the following security in favour of the Security Agent: a. a first ranking third party charge pursuant to the National Land Code, 1965 ( NLC ) by UASB over a piece of land Page 5 of 18

6 held under master title known as H.S.(D) , P.T , Mukim and Daerah of Petaling, Selangor ( Seri Kembangan Land ) measuring approximately acres ( Charge over Seri Kembangan Land ); b. a third party assignment and charge by UASB over the Tranche 1 Designated Accounts (as defined below) (to the extent permitted by law) ( Assignment and Charge over Tranche 1 Designated Accounts ); c. a first ranking third party project debenture by UASB creating first fixed and floating charges over the Seri Kembangan Land and all assets both present and future relating to the project to be carried out on the Seri Kembangan Land ( Project Debenture ); and d. such other security as may be required by the Sole Investor or as advised by the Principal Adviser/ Lead Arranger or the Solicitors. *Note: The Issuer has procured Islamic banking facilities from Public Islamic Bank Berhad ( Permitted Financing ). The Permitted Financing will, with the consent of the Sole Investor, be secured by the same security for Tranche 1 as stated above. A security sharing agreement will be entered into by the Issuer, the Security Agent and Public Islamic Bank Berhad in respect of the sharing of security pertaining to the Sukuk Murabahah issued under Tranche 1 and the Permitted Financing. The tranche 2 of the Sukuk Murabahah ( Tranche 2 ) issued under the Sukuk Murabahah Programme shall be secured by the following security in favour of the Security Agent:- a. third party first ranking legal charge ( Memorandum of Deposit of Shares ) over such number of issued and paidup shares in ML Global Berhad that are sufficient to meet the security cover of at least two (2) times and all other securities or instruments of any kind whatsoever issued by ML Global Berhad from time to time, and held by LBS Bina Group Berhad (as the chargor) as well as dividends and all other distributions and entitlements arising therefrom ( Charged Securities ); and b. such other security as may be required by the Sole Investor or as advised by the Principal Adviser/ Lead Arranger or the Solicitors. In respect of tranches other than Tranche 1 and Tranche 2 ( Other Tranches ), the security shall be determined by the Sole Investor prior to each issuance of such tranches. UASB, LBGB (in its capacity as the Corporate Guarantor and as the chargor of the Charged Securities pursuant to the Memorandum of Deposit of Shares) and any party providing security for the Sukuk Murabahah Programme shall collectively be referred to as Obligors. security cover shall mean, the ratio of the market value of the Charged Securities based on the preceding business day s closing share price on the Bursa Malaysia Securities Berhad to the nominal value of the outstanding Sukuk Murabahah under Tranche 2; and Tranche 1 Designated Accounts shall mean, collectively the following accounts opened or to be opened by UASB with PIBB or such other Islamic financial institution as may be agreed between the Issuer and the Sole Investor:- (i) the proceeds account ( Tranche 1 Proceeds Account ) which shall capture, amongst others, all redemption sum arising from the sales of the units developed or to be developed on the Seri Kembangan Land ( Project ); and (ii) the housing development account ( Tranche 1 HDA ) which is required to be opened pursuant to the Housing Development (Control and Licensing) Act 1966 ( HD Act ) to capture proceeds and/or monies as required to be remitted by UASB in respect of the Project in accordance with the HD Act and/or the relevant regulations issued thereunder. (16)Details guarantee of : (a) The Corporate Guarantor shall provide the Corporate Guarantee in favour of the Security Agent acting on behalf of the Sole Investor, as a continuing obligation, whereby the Corporate Guarantor shall guarantee the payment obligations of the Issuer of all principal payments of all Sukuk Murabahah and all profit payments and all other payments due and payable under all Sukuk Murabahah issued under Tranche 1, Tranche 2 and Other Tranches and/or the Sukuk Murabahah Programme. The Corporate Guarantor will on demand by the Security Agent, pay such sum to the Security Agent if for any reason whatsoever the Issuer does not pay any sum of any kind or nature whatsoever outstanding, owing or payable by the Issuer under or in connection with the Sukuk Murabahah and/or Sukuk Murabahah Programme, by the time and on the due date therefor as provided in the Transaction Documents (or as the case may be, on demand) and in accordance with the Transaction Documents. (b) UASB shall provide a corporate guarantee ( UASB Guarantee ) in favour of the Security Agent acting on behalf of the Sole Investor, as a continuing obligation, whereby UASB shall guarantee the payment obligations of the Issuer of all principal payments of Sukuk Murabahah under Tranche 1 and all profit payments and all other payments due and payable under the Sukuk Murabahah under Tranche 1. UASB will on demand by the Security Agent, pay such sum to the Security Agent if for any reason whatsoever the Issuer does not pay any sum of any kind or nature whatsoever outstanding, owing or payable by the Issuer under or in connection with the Sukuk Murabahah issued under Tranche 1 by the time and on the due date therefor as provided in the relevant Transaction Documents (or as the case may be, on demand) and in accordance with the relevant Transaction Documents. (17)Convertibility of : Non-convertible Issuance (18)Exchangeability : Non-exchangeable Page 6 of 18

7 of Issuance (19)Call option : No call option (20)Put option : No put option (21)Details covenants of : a. Positive covenants Positive covenants including but not limited to the following: Positive Covenants: a. The Issuer and the Obligors shall at all times perform all its obligations and promptly comply with all provisions of the Transaction Documents to which they are a party and in respect of the Issuer, the terms and conditions of the Sukuk Murabahah (including but not limited to redeeming in whole or in part the Sukuk Murabahah on the relevant maturity dates or any other dates on which the Sukuk Murabahah are due and payable), and the Issuer and/or the Obligors shall immediately notify the Security Agent in the event that they are unable to fulfill or comply with any of the provisions of the Transaction Documents; b. The Issuer and the Obligors shall each obtain, maintain and comply with all government approvals, authorisations, consents, rights, licenses, approvals and permits as shall now or hereafter be required under applicable laws, i. to enable them lawfully to enter into, and exercise its rights and perform its obligations under, the Transaction Documents to which they are a party; ii. to maintain the due legality, validity, binding effect and enforceability of their obligations under the Transaction Documents to which they are a party; and iii. to enable them to own their assets and carry on their respective businesses; c. The Issuer shall at all times upon request by the Security Agent execute or cause to be executed all such further documents and do all such further acts, as are necessary to give further effect to the terms and conditions of the Transaction Documents; d. The Issuer and the Obligors shall at all times maintain their corporate legal existence and exercise diligence in carrying out their respective businesses and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices and in accordance with their respective memoranda and articles of association or constitution; e. The Issuer and UASB shall each, at its own cost and expenses, maintain and/or cause to be maintained such Takaful policy with licensed Takaful company that is in the Sole Investor s panel in respect of its assets (including but not limited to the Seri Kembangan Land) and business against all risks which a prudent company carrying on a business similar to that of the Issuer would normally insure or which the Lead Arranger and/or the Sole Investor may require and with the name of the Security Agent endorsed upon such Takaful policy as the loss payee and chargee thereof and shall insure and/or cause to insure such assets and business up to its full insurable amount and shall deposit the original copies of such Takaful policy with the Security Agent and shall promptly notify the Security Agent of any event which will or may give rise to any claim or right of action under the Takaful policy; f. The Issuer shall procure that the Corporate Guarantor shall, at the Corporate Guarantor s own cost and expenses, maintain and/or cause to be maintained such Takaful policy or insurances with licensed Takaful company or insurer that is in the Sole Investor s panel in respect of its business against all risks which a prudent company carrying on a business similar to that of the Corporate Guarantor would normally insure; g. The Issuer shall carry out a fresh valuation of the Seri Kembangan Land from time to time as requested by the Sole Investor or, in the case where an Event of Default has occurred and is subsisting and without in any way prejudicing to the rights of the Sole Investor under the Transaction Documents, at such frequency as the Sole Investor may so require whereby such valuation to be carried out shall be at the Issuer s own cost and expense and made by an independent professional valuer (within the panel of valuers approved by the Sole Investor) in accordance with the standards and practices for the time being accepted in the relevant industry to be conducted and in accordance with the requirements of the Sole Investor may stipulate and the Issuer will deliver to the Security Agent and the Sole Investor such valuation reports; h. The Issuer and the Obligors shall each maintain proper books and records and prepare its financial statements on a basis consistently applied in accordance with Malaysian Financial Reporting Standards ( MFRS ), and those financial statements shall give a true and fair view of the results of the operations of the Issuer for the period to which the financial statements are made up and shall disclose or provide against all material liabilities (actual or contingent) of the Issuer, as the case may be and shall provide the Security Agent and any person appointed by it access to such books and accounts to the extent permitted by law; i. The Issuer and the Obligors shall each comply with all applicable laws and regulations, including environmental laws; j. The Issuer shall and shall procure UASB to, pay and discharge all taxes, assessments and governmental charges or levies whatsoever imposed on it or on its income or profits or on any of its property and shall timely file all returns relating thereto, except to the extent that any such tax, assessment, governmental charge, levy or claim is being contested in good faith and by appropriate proceedings (and where it is not required under applicable law to pay such taxes, assessments and governmental charges, levies or claims pending determination of the matter) and for which adequate segregated reserves have been established therefor; k. The Issuer shall ensure that its obligations under the Transaction Documents at all times rank pari passu in all Page 7 of 18

8 respects amongst themselves and at least pari passu in all respects with all its other unsecured and unsubordinated obligations, except those preferred solely by operation of law; l. The Issuer will comply with its obligations under the Central Securities Depository and Paying Agency Rules and, without prejudice to the generality of the foregoing, at all times maintain a Paying Agent with a specified office in Malaysia; m. The Issuer will procure that the Paying Agent will notify the Facility Agent in writing in the event that the Paying Agent does not receive payment from the Issuer on the due dates as required pursuant to the terms and conditions of the Sukuk Murabahah; n. The Issuer shall promptly comply with all applicable provisions of the CMSA and/ or the notes, circulars, conditions or guidelines issued by the SC, BNM and any other relevant regulatory authorities from time to time in relation to the Sukuk Murabahah Programme; o. The Issuer shall cause advances made by its directors, shareholders and/ or its related company or associated company in aggregate of not less than RM150 million to be subordinated to the Sukuk Murabahah Programme at all times and no repayment and/ or prepayment of such advances in aggregate of not less than RM150 million shall be made without the prior written consent of the Sole Investor; p. The Issuer shall procure UASB to subordinate all advances made by its directors, shareholders and/ or its related company or associated company to the Sukuk Murabahah Programme save and except the advances made by the Issuer to UASB from the proceeds of the Sukuk Murabahah issued under Tranche 1 and/or the Permitted Financings; q. In the event the proceeds from the issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme are utilised to finance development or projects to be undertaken by the Issuer or any of its subsidiaries, the Issuer shall, and shall procure such subsidiary, to open and maintain:- (i) housing development account(s) (if required under the law) with PIBB; and (ii) project account(s) with PIBB, and to assign and charge such accounts (to the extent permitted by law) to the Security Agent and enter into and execute such security documents as may be required by the Sole Investor; r. The Issuer shall and shall procure UASB to, at all times, permit the Security Agent and/or the Sole Investor or its agent to have access to its assets (including but not limited to the Seri Kembangan Land) and afford and/or cause to be afforded such facilities as may be requested by the Security Agent and/or the Sole Investor to perform its duties and exercise its power pursuant to the Transaction Documents provided that such access shall not interfere with or disrupt the business operations undertaken at such assets; s. The Issuer shall appoint from time to time such reputable auditor or reputable firm of auditor acceptable to the Sole Investor and the Issuer shall authorise such auditor or firm of auditors to (a) supply to the Facility Agent and the Sole Investor with a certified copy of any communication sent by such auditor to the Issuer; and (b) communicate directly with the Facility Agent or the Sole Investor at any time in respect of any matter connected with the accounts and operations of the Issuer; t. The Issuer shall immediately notify the Sole Investor and the Facility Agent in the event the Issuer becomes aware of: i. any change in the utilisation of proceeds from the Sukuk Murabahah from that set out in the Transaction Documents; ii. any substantial change in the nature of its business; iii. any change in its withholding tax position or taxing jurisdiction; or iv. any circumstances that has occurred that would have a Material Adverse Effect (as defined below); u. The Issuer shall ensure that the proceeds raised from the issuance of the Sukuk Murabahah are utilised for their intended purposes as provided in the Transaction Documents; v. The Issuer shall ensure that it is a wholly-owned subsidiary of the Corporate Guarantor at all times; w. In respect of the Charged Securities, LBGB shall undertake to, amongst others: 1) maintain a security cover of at least two (2) times at all times until the secured amounts under Tranche 2 have been paid in full and shall in the event the security cover is reduced, restore the security cover to at least two (2) times in accordance with the terms and subject to the conditions of the Memorandum of Deposit of Shares; 2) transfer the Charged Securities into the charged securities account maintained with the Malaysian Central Depository Sdn Bhd and registered under the name of Public Invest Nominees (Tempatan) Sdn Bhd being the nominee for the Security Agent, and shall at LBGB s own expense do and execute the relevant security transfer request forms and/or other forms, instrument or documents as may be necessary to effect the aforesaid transfer of the Charged Securities into the aforesaid charged securities account; 3) execute any nominee agreement or documents as required by the Sole Investor, with Public Invest Nominee (Tempatan) Sdn Bhd; Page 8 of 18

9 4) agree that all transactions for the sale of the Charge Securities must be transacted through PIVB; x. Any other covenants as may be required by the Sole Investor or as may be advised by the Principal Adviser/Lead Arranger or the Solicitors. For the purpose of this Lodgement Kit, Material Adverse Effect means, in relation to any event, the occurrence of which may, in the opinion of the Sole Investor, materially and adversely affect: a. the business or condition (financial or otherwise) or results of the operations of the Issuer and/or any Obligor, and/or b. the ability of the Issuer and/or any Obligor to perform any of its respective obligations under any of the Transaction Documents to which it is a party; and/or c. the validity or enforceability, or the effectiveness or the priority or ranking of any security interest granted or purporting to be granted pursuant to any Transaction Documents or the rights or remedies of the Facility Agent, the Lead Arranger, the Security Agent or the Sole Investor under the Transaction Documents to which it is a party. b. Negative covenants Negative covenants including but not limited to the following whereby without the prior written consent of the Sole Investor: a. The Issuer shall not change the utilisation of the proceeds of the Sukuk Murabahah from the purposes specified in the Transaction Documents; b. The Issuer shall not and shall procure that the Obligors not to, create or attempt or permit or agree to subsist any Security Interest (as defined in Representations and Warranties below) over any of its property, assets, rights or undertaking other than pursuant to the Transaction Documents, or enter into any other preferential arrangement with any person having a similar effect which is not a Permitted Security Interest; Permitted Security Interest means:- i. The Sukuk Murabahah Programme and/or Permitted Financing and/or Security Interest created with the prior written consent of the Sole Investor; or ii. liens arising in the ordinary course of business by operation of law and not by way of contract. c. The Issuer shall not, and shall procure the Obligors not to, sell, transfer, lease or otherwise assign, deal with or dispose of all or any part of its business or all or any material part of its assets (or agree to do any of the foregoing) whether by a single transaction or by a number of transactions whether related or not, or permit a set off (other than by operation of law) or combination of accounts (in respect of its book debts) except: i. sales, transfers and other dispositions of assets for good consideration and in the ordinary course of business or of obsolete, superfluous, worn out, defective or replaced assets in the ordinary course of business; ii. where the sale, transfer or lease is solely for the purposes of facilitating Shariah concepts used in Islamic financing facilities which constitute Permitted Financing granted to the Issuer, is on customary terms and has no adverse consequences for the Issuer; or iii. any disposal constituted by the granting of any Permitted Security Interest; provided that this paragraph shall not be deemed to prohibit the Issuer from making any payments that it is otherwise authorised to make in accordance with the Transaction Documents; d. The Issuer shall not, and shall procure the Obligors not to, permit any amendment, supplement or variation to its memorandum and articles of association or constitution, as the case may be; e. The Issuer shall not permit any change in its shareholder or their shareholding in the Issuer; f. The Issuer shall not, and shall procure the Obligors not to, enter into any management contract or similar arrangement whereby its business is managed by third parties save and except for contracts or arrangements that have been disclosed to the investor and the Security Agent prior to the execution of the Transaction Documents; g. The Issuer shall not, and shall procure the Obligors not to, enter into any consolidation or amalgamation with, or merger with or into, or transfer all or substantially all its assets to, another entity or enter into any reconstruction, or winding up; h. The Issuer shall not, and shall procure the Obligors not to, voluntarily enter into, commence or institute for the dissolution or for the appointment of a receiver, receiver and manager, liquidator, judicial manager or such similar officer of the Issuer or any of its assets; i. The Issuer shall not, and shall procure the Obligors not to, enter into any transaction with any person, firm or company except in the ordinary course of business on ordinary commercial terms and on the basis of arm's length arrangements or establish any exclusive purchasing or sales agency, or enter into any transaction whereby the Issuer might pay more than the ordinary commercial price for any purchase or might receive less than the full commercial price for its products (subject to normal trade discounts in the ordinary course of business) and shall not enter into activities which would render its business to be non-shariah compliant as prescribed by the SC s Shariah Advisory Council; j. The Issuer shall not, and shall procure the Obligors not to, reduce or in any way whatsoever alter except increase, its paid-up share capital whether by varying the amount, structure or value thereof or the rights attached thereto or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares; k. The Issuer shall not, and shall procure the Obligors not to, permit to exist any substantial change to its general nature of the business from that carried on at the date of the Transaction Documents; l. The Issuer shall not, and shall cause each Obligor not to, declare or pay any dividends or make any distribution whether income or capital if: Page 9 of 18

10 i. the accounts of the Issuer and/or the Obligors are not conducted in a manner satisfactory to the Sole Investor; ii. an Event of Default has been declared, is continuing and has not been waived by the Sole Investor; or iii. following such declaration, payment or distribution, as the case may be, an Event of Default would occur; m. The Issuer shall:- i. not incur, assume or permit to exist any borrowings or guarantee any indebtedness if the Gearing Ratio (as defined below) of the Issuer exceeds 1.5 times; ii. procure the Corporate Guarantor not to, incur, assume or permit to exist any borrowings or guarantee any indebtedness if the Gearing Ratio (as defined below) of the Corporate Guarantor exceeds 1.0 times; iii. procure UASB and other Obligors (other than the Corporate Guarantor) not to, incur assume or permit to exist any borrowings or guarantee any indebtedness save and except for (a) the Sukuk Murabahah Programme, (b) the Permitted Financing or (c) such other financings, borrowings or guarantee of indebtedness as may be agreed in writing by the Sole Investor; n. The Issuer shall not omit or do anything which will render the provisions of the Transaction Documents illegal, void or unenforceable; and o. any other covenants as required by the Sole Investor or as may be advised by the Principal Adviser/ Lead Arranger or the Solicitors. Gearing Ratio shall mean (i) in respect of the Issuer, its total borrowed funds including hire purchase divided by its total net tangible shareholders fund; and (ii) in respect of the Corporate Guarantor, the consolidated total borrowed funds including hire purchase divided by the consolidated total net tangible shareholders fund. c. Financial covenants No financial covenant d. Information covenants Information Covenants: a. The Issuer shall: i. as soon as the audited financial statements are available, but in any event, within one hundred and eighty (180) days after the end of each respective financial year, supply to the Security Agent and the Sole Investor copies of the financial statements of the Issuer in respect of such financial year audited and certified without qualification by an internationally recognised firm of independent auditors; ii. as soon as the unaudited financial statements are available, but in any event within sixty (60) days after the end of each of their respective half year, supply to the Security Agent and the Sole Investor copies of unaudited semiannual financial statements for that half year of the Issuer prepared on a basis consistent with its audited financial statements; iii. promptly such additional financial or other information relating to the affairs, business and operations of the Issuer and/or the Obligors as the Sole Investor, the Security Agent or the Facility Agent may from time to time request to the extent permitted by law; and iv. promptly notify the Sole Investor and the Facility Agent in the event any issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme to the Sole Investor contravene of or in breach of BNM s guidelines on Credit Transactions and Exposures with Connected Parties and/or of any replacement guidelines/specifications/circulars issued by BNM. b. The Issuer shall promptly upon the Issuer obtaining knowledge thereof, notify the Security Agent of any litigation, arbitration or administrative proceeding pending or threatened against the Issuer; c. The Issuer shall notify the Security Agent and the Facility Agent promptly upon becoming aware of any potential Event of Default, or any material breach or dispute under any Transaction Document; d. When the Issuer delivers its audited financial statements in accordance with sub-paragraph (a)(i) above, the Issuer shall supply to the Security Agent a certificate signed by an authorised officer certifying that: i. no breach, default, dispute, circumstance of force majeure, termination, or other similar condition or event under any Transaction Document to which it is a party exists (or if such event is in existence, specifying such event and the steps, if any, being taken to remedy it); ii. the Issuer has observed, performed and complied with all of its covenants (including financial covenants), representations, warranties and other relevant obligations under the Transaction Documents; iii. from the date the Sukuk Murabahah were issued or the date of the previous certificate, as the case may be, any Event of Default, and if such is not the case, to specify the same; iv. the Gearing Ratio of the Issuer does not exceed 1.5 times based on such audited financial statements as provided to the Security Agent; and v. the Issuer has subordinated advances made by its directors, shareholders and/or its related company or associated company in aggregate of not less than RM150 million to the Sukuk Murabahah Programme based on such audited financial statements as provided to the Security Agent; e. The Issuer shall promptly notify the Security Agent of: i. any change in its withholding tax position or tax jurisdiction; ii. any substantial change in the nature of the business of the Issuer; Page 10 of 18

11 iii. any change in the use of the proceeds arising from the issuance of the Sukuk Murabahah under the Sukuk Murabahah Programme and the details of such change in use; iv. any other matter or information that may materially prejudice the interests of the Sole Investor under the Transaction Documents; v. any circumstances that have occurred that would materially prejudice the Issuer and/or the Obligors or the security created under the Transaction Documents; and vi. the occurrence of any event that has caused or could cause, one or more of the following: 1. any amount secured or payable under the Sukuk Murabahah to become immediately payable; 2. the security created for the Sukuk Murabahah Programme to become immediately enforceable; or 3. any other right or remedy under the terms, provisions or covenants of the Sukuk Murabahah Programme to become immediately enforceable. f. Any other covenants as required by the Sole Investor or as may be advised by the Solicitors and/or the Lead Arranger. (22)Details designated account(s) of : No. Account name 1 Tranche 1 Proceeds Account Parties responsible for opening account Please refer to paragraph f (Details of the Designated Accounts) of Other Parties responsible to maintain/ operate account Please refer to paragraph f (Details of the Designated Accounts) of Other Signatories to account Please refer to paragraph f (Details of the Designated Accounts) of Other Sources of funds Please refer to paragraph f (Details of the Designated Accounts) of Other Utilisation of funds Please refer paragraph f (Detai of the Designate Accounts) of Othe Terms and Terms and Terms and Terms and Terms Conditions under Conditions under Conditions under Conditions under Conditions Details of Details of Details of Details of Facility/Programme. Facility/Programme. Facility/Programme. Facility/Programme. an unde Details Facility/Programm 2 Tranche 1 HDA Please refer to paragraph f (Details of the Designated Accounts) of Other Please refer to paragraph f (Details of the Designated Accounts) of Other Please refer to paragraph f (Details of the Designated Accounts) of Other Please refer to paragraph f (Details of the Designated Accounts) of Other Please refer paragraph f (Detai of the Designate Accounts) of Othe Terms and Terms and Terms and Terms and Terms Conditions under Conditions under Conditions under Conditions under Conditions Details of Details of Details of Details of Facility/Programme. Facility/Programme. Facility/Programme. Facility/Programme. an unde Details Facility/Programm (23)Name of credit rating agency and credit rating (24)Conditions precedent : Not Rated : The conditions precedent for the establishment of the Sukuk Murabahah Programme shall include but shall not be limited to the conditions precedent set out below: Main Documentation: a. the Transaction Documents (save and except for the Security Documents which shall be subject to the conditions precedent for Tranche 1, Tranche 2 or Other Tranches, as the case may be) shall have been executed and, where applicable, stamped or endorsed as being exempted from stamp duty and if applicable, presented for registration at the relevant registries; and b. evidence that the relevant Transaction Documents (save and except for the Security Documents which shall be subject to the conditions precedent for Tranche 1, Tranche 2 or Other Tranches, as the case may be) which contain a power of attorney clause have been presented to the High Court of Malaya for registration of the power of attorney therein contained; Issuer: c. receipt of certified true copies of its certificate of incorporation, Form 13 (if applicable) and the memorandum and articles of association or constitution, as the case may be; d. receipt of certified true copies of the latest Form of Annual Return, Forms 24, 44 and 49 and, where applicable, such forms as prescribed by Sections 78, 46(3) and 58 of the Companies Act; e. receipt of certified true copies of each of (i) the board of directors resolutions of the Issuer authorising, among others, the establishment of the Sukuk Murabahah Programme and the execution of the Transaction Documents to which it is a party, and other document in relation to the Sukuk Murabahah Programme, and (ii) the list of the Issuer s authorised signatories and their respective specimen signatures; f. receipt of a report of the relevant company search on the Issuer which revealed that there are no charges which have been registered with the Companies Commission of Malaysia which would adversely affect the interest of the investor, Page 11 of 18

12 the Security Agent or Lead Arranger; g. receipt of (i) a report of the relevant winding-up search on the Issuer which revealed that it is not wound-up and (ii) a report of the bankruptcy search on each of the directors of the Issuer which revealed that none of them is a bankrupt; Obligors: h. receipt of certified true copies of each Obligor s certificate of incorporation, Form 13 (if applicable) and the memorandum and articles of association or constitution, as the case may be; i. receipt of certified true copies of each Obligor s latest Form of Annual Return, Forms 24, 44 and 49 and, where applicable, such forms as prescribed by Sections 78, 46(3) and 58 of the Companies Act; j. receipt of certified true copies each of (i) the board of directors resolutions of each Obligor authorising, among others, the provision of the relevant securities, the execution of the relevant Transaction Documents to which it is a party and/or such other documents as required in relation to the Sukuk Murabahah Programme, and (ii) list of each of the Obligors authorised signatories and their respective specimen signatures; k. receipt of a report of the relevant company search on each Obligor which revealed that there are no charges which have been registered with the Companies Commission of Malaysia which would adversely affect the interest of the Sole Investor, the Security Agent or the Lead Arranger; and l. receipt of (i) a report of the relevant winding-up search on each Obligor which revealed that none of the Obligors is wound-up; and (ii) a report of the bankruptcy search on each of the directors of the Obligors which revealed that none of them is a bankrupt. General: m. receipt of a legal due diligence report satisfactory to the Lead Arranger and the Sole Investor on the Issuer, Corporate Guarantor and UASB; n. receipt of the endorsement from the SC for the Sukuk Murabahah Programme; o. receipt of the acknowledgement in respect of the lodgement to the SC of all relevant information and documents set out in the lodgement form in respect of the Sukuk Murabahah Programme as required under the LOLA Guidelines; p. receipt of legal opinions from the Solicitors advising (i) on the legality, validity, binding effect and enforceability of the relevant Transaction Documents for the establishment of the Sukuk Murabahah Programme, and (ii) confirming that all the conditions precedent therein for the establishment of the Sukuk Murabahah Programme have been fulfilled or waived, as the case may be; q. receipt of confirmation from the Issuer that all amounts then due and payable under the relevant Transaction Documents for the establishment of the Sukuk Murabahah Programme including but not limited to all transaction fees, costs and expenses have been or will be paid in full; r. receipt of confirmation from the Shariah Adviser that the structure and mechanism together with the Transaction Documents for the establishment of the Sukuk Murabahah Programme and associated documents in relation thereto are in compliance with Shariah principles; s. receipt of evidence that all relevant approvals and consent of all authorities, existing financers or lenders (including consent from existing financiers of Obligors, if required) have been obtained for raising financing under the Sukuk Murabahah Programme and for the creation of security by the Obligors in favour of the Security Agent; t. submission of takaful contracts deemed necessary taken with the panel operator or insurer of PIBB with the Security Agent endorsed as the chargee and loss payee, if applicable; u. such other conditions precedent as may be required by the Sole Investor or as may be advised by the Solicitors and/or the Lead Arranger. Tranche 1: The conditions precedent for the issuance of Sukuk Murabahah under Tranche 1 shall include but shall not be limited to the following: a. the Security Documents for Tranche 1 shall have been executed and, where applicable, stamped or endorsed as being exempted from stamp duty and if applicable, presented for registration at the relevant registries; b. evidence that the relevant Security Documents for Tranche 1 which contain power of attorney clause therein have been presented to the High Court of Malaya for registration of the power of attorney therein contained; c. the relevant notice(s) and acknowledgement(s) required under the relevant Security Documents for Tranche 1 shall have been made to the account bank and received by the Issuer from the account bank; d. receipt of a certified true copy of each of the (i) stamped sale and purchase agreement ( SPA ) dated 26 July 2017 and made between UASB and Stratmont Development Sdn. Bhd. ( Stratmont ) for the purchase of the Seri Kembangan Land by UASB, and (ii) stamped sale and purchase agreement ( Existing Sale and Purchase Agreement") dated 6 April 2016 and made between Stratmont and Prestige Field Development Sdn. Bhd. ( Prestige ) for the sale of the Seri Kembangan Land by Prestige to Stratmont; e. evidence that the Tranche 1 Proceeds Account has been opened by UASB and charged to the Security Agent in accordance with the provisions of the Transaction Documents and the notice of assignment to the Assignment and Charge over Tranche 1 Designated Accounts has been served by UASB to the account bank and the original acknowledgment by the account bank has been forwarded to the Security Agent; f. evidence that the Statements of Particulars to be lodged with Charge (as prescribed under the Companies Act) in Page 12 of 18