MEMORANDUM OF UNDERSTANDING FOR THE PROPOSED ACQUISITION OF UP TO 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CHASE PERDANA BERHAD ( CHASE PERDANA

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1 SIM SIANG CHOON LTD (Incorporated in the Republic of Singapore) (Company Registration No M) MEMORANDUM OF UNDERSTANDING FOR THE PROPOSED ACQUISITION OF UP TO 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CHASE PERDANA BERHAD ( CHASE PERDANA ) 1. INTRODUCTION 1.1 The Board of Directors of Sim Siang Choon Ltd (the Company ) is pleased to announce that the Company has entered into a binding Memorandum of Understanding ( MOU ) dated 24 July 2008 with Empire Holdings Ltd ( Empire Holdings ), the controlling shareholder of Chase Perdana in relation to a proposed acquisition by the Company of up to 100% of the entire issued and paid-up share capital of Chase Perdana (the Sale Shares), and the resulting control by Empire Holdings of the Company (together with the proposed acquisition, the Project ). The Project will be subject to the conditions as provided for in the MOU, and the terms and conditions to be agreed and set out in the definitive sale and purchase agreement (the Sale and Purchase Agreement ) to be entered into between the Company and Empire Holdings with respect to the matters contained in the MOU. 1.2 As there is no assurance that the Sale and Purchase Agreement will be entered into or that the Project will be completed, shareholders of the Company ( Shareholders ) are advised to refrain from taking any action which may be prejudicial to their interests before seeking advice from their stockbrokers, bank managers, solicitors, accountants or other professional advisers (as appropriate). 2. ABOUT CHASE PERDANA 2.1 Chase Perdana is currently in the real estate development and construction industry, engaging in diversified operations in the property development and investment, financial services and civil engineering sectors. Empire Holdings will be carrying out an internal restructuring exercise prior to the Project, disposing of some of its business operations, and pursuant to which Chase Perdana will eventually only hold its construction business and possibly some property development and investment operations. 2.2 Chase Perdana s current projects include: Phase 2 of the construction of student hostels and Phase 2B of the construction of faculty buildings for Universiti Malaysia Sabah; the development of 81 acres of industrial and commercial land in Alor Gajah, Melaka; the participation in Phase 2 of the Kurnia Perdana mixed development project in Kota Kinabalu, Sabah; the construction of an apartment block known as Seasons Square in Damansara Perdana, Kuala Lumpur; and the construction of a 33-storey twin tower building for the National Hotels Company in Bahrain. In October 2007, Chase Perdana had entered into a memorandum of understanding with Atheeb Trading Co. Ltd. ( Atheeb ), a company incorporated in Saudi Arabia, to cooperate on a tender for construction activities in the Middle East. In January 2008,

2 Chase Perdana had also entered into a strategic alliance with Ithmaar Development Company ( Ithmaar ), a subsidiary of Ithmaar Bank in Bahrain, to form a joint venture company, Chase Manara B.S.C. Closed ( Chase Manara B.S.C. ), incorporated in Bahrain, to enable it to source, tender and bid for construction projects in Bahrain and other Gulf countries. Chase Manara B.S.C. is a 60% subsidiary of Chase Perdana. 3. PRINCIPAL TERMS OF THE PROPOSED ACQUISITION 3.1 Consideration and Refundable Deposit The consideration payable by the Company for 100% of the Sale Shares (the Consideration ) shall be determined and satisfied in such tranches and manner as follows: (c) the payment of S$5 million in cash, constituting an initial deposit payable by the Company to Empire Holdings, being part of the Consideration payable by the Company (the Refundable Deposit, and only refundable to the Company pursuant to Paragraph 4.2 below upon the occurrence of certain events); the issue and allotment of such number of shares in the Company to Empire Holdings, credited as fully paid-up and amounting to the net tangible assets or such value constituting eight (8) times of the profit after tax of Chase Perdana, whichever is higher, based on its audited accounts as at 31 December 2008 (the 2008 NTA/PAT Valuation ) but less such number of shares with an aggregate value amounting to the Refundable Deposit (such final number of shares, the 2008 Consideration Shares ), upon completion of the Sale and Purchase Agreement; and subject to Paragraph 3.2 below, the issue and allotment of such additional number of shares in the Company (the 2009 Consideration Shares ) to Empire Holdings, credited as fully paid-up and amounting to such value constituting the difference between the 2008 NTA/PAT Valuation and ten (10) times of the profit after tax of Chase Perdana based on its audited accounts as at 31 December 2009 (the 2009 PAT Valuation ), within one (1) month after the issue of Chase Perdana s audited accounts as at 31 December 2009 or such later date as may be agreed between the Parties The 2008 Consideration Shares shall be issued at S$0.22 per share, based on the number of shares of the Company in issue as at the date of the MOU (taking into account any shares to be issued pursuant to the exercise of share options granted by the Company under the share option scheme as described in Paragraph 3.8 below). The 2009 Consideration Shares, if issued and allotted, shall be issued at the same value per share as the 2008 Consideration Shares, subject to consolidation or sub-division of shares (if necessary) As a form of security only to secure repayment of the Refundable Deposit in accordance with the terms of the MOU, Empire Holdings undertakes to, subject to such prior regulatory and other approvals as may be necessary execute a share transfer form in favour of the Company for S$5 million worth of shares of Sitt Tatt Berhad (Company No A) (the Sitt Tatt Shares and the Sitt Tatt Share Transfer Form ), a company listed on Bursa Malaysia Securities Berhad. The number of Sitt Tatt Shares shall be based on the prevailing market price of the shares of Sitt Tatt Berhad as at close of trading on 23 July 2008 (the Sitt Tatt Share Price ). The Sitt Tatt Share Transfer Form shall be deposited with and held by Stamford Law Corporation as escrow agent and shall be released upon

3 the earliest of: (c) (d) completion of the Sale and Purchase Agreement; withdrawal of either the Company or Empire Holdings from the MOU; the expiry or termination of the MOU or the Sale and Purchase Agreement; or a refund of the Refundable Deposit. The number of Sitt Tatt Shares referred to above shall be adjusted (increased and decreased) in accordance with fluctuations (only for fluctuations of more than 20% from the Sitt Tatt Share Price or the most recent adjustment, whichever is applicable) in the market price of the Sitt Tatt Shares. 3.2 Adjustment for additional Consideration Shares The 2009 Consideration Shares shall be issued to Empire Holdings conditional upon the 2009 PAT Valuation exceeding the 2008 NTA/PAT Valuation There shall be no 2009 Consideration Shares issued to Empire Holdings in the event that the 2009 PAT Valuation equals the 2008 NTA/PAT Valuation In the event that the 2009 PAT Valuation is lower than the 2008 NTA/PAT Valuation, such number of the 2008 Consideration Shares previously issued to Empire Holdings amounting to the difference in value between the 2008 NTA/PAT Valuation and the 2009 PAT Valuation shall be cancelled, subject to compliance with applicable laws. For the purposes of determining the number of 2008 Consideration Shares to be cancelled, each 2008 Consideration Share shall be valued at the same price at which it was issued to Empire Holdings. 3.3 Service agreements The Company shall enter into separate service agreements, the terms and conditions of which are subject to further negotiations between the relevant parties and acceptable to Empire Holdings, with each of Mr. Sim Siang Choon and Mr. Kwan Weng Kwong, the Managing Director and Executive Director respectively of the Company, for a period of three (3) years, with an option to renew for a further three (3) years subject to the agreement of Mr. Sim Siang Choon and Mr. Kwan Weng Kwong and at the discretion of the Board of Directors of the Company. 3.4 Moratorium Save for the reduction in capital of the Company from approximately S$12.9 million to approximately S$2.1 million pursuant to the capital reduction approved at an extraordinary general meeting held on 10 July 2008, the Company has undertaken that from the date of the MOU, there shall be no changes in its issued share capital, without the prior written consent of Empire Holdings, up to completion of the Sale and Purchase Agreement. The Company shall procure that all of Mr Sim Siang Choon s shareholding in the Company shall be subject to a moratorium from the date of the MOU, pursuant to which he shall not dispose of any interest in his shareholding except that for each calendar year commencing on the date of completion of the Sale and Purchase Agreement, he shall be entitled under this moratorium to dispose of 20% of his shareholding in the Company.

4 3.4.2 If Mr. Sim Siang Choon disposes less than 20% of his shareholding in the Company for any calendar year, he shall be entitled to accumulate and dispose of such remaining number of shares in the next calendar year. 3.5 Board representation Mr. Sim Siang Choon shall be entitled, for a period of three (3) years commencing from the completion of the Sale and Purchase Agreement, to either (i) himself remain on the Board of Directors of the Company; or (ii) nominate one (1) director to the Board of Directors of the Company. If Mr. Sim Siang Choon shall remain as a director of the Company upon completion of the Sale and Purchase Agreement, he shall not be entitled to nominate a further director to the Board of the Company. 3.6 Declaration of dividends by the Company In the event that the Company shall declare and distribute interim dividends for the financial half-year ending 31 December 2008, the Company undertakes to ensure that the amount retained in the Company subsequent to such dividend declaration and distribution shall not be less than S$9 million (which shall take into account and include the Refundable Deposit). The Company has also undertaken that no borrowings will be used to pay such dividends. 3.7 Rights of first refusal to supply contracts In relation to a real estate development project in the Middle East which Chase Perdana has secured and other projects which it is bidding for (collectively, the Chase Perdana Projects ), Empire Holdings has undertaken to procure that Chase Perdana grants, in respect of those projects which have been or are eventually awarded to Chase Perdana, to the Company or Sim Siang Choon Hardware (S) Pte Ltd ( SSC Hardware ), a whollyowned subsidiary of the Company, a right of first refusal to any supply contract to be entered into by Chase Perdana for the supply of bathroom, kitchen, lifestyle and home improvement products such as bathroom fixtures, fittings and accessories, provided that (i) the relevant customer does not insist on a specific supplier; and (ii) the Company and/or SSC Hardware shall supply the bathroom, kitchen, lifestyle and home improvement products at commercially reasonable prices. For the avoidance of doubt, such supply contracts shall confer upon the Company or SSC Hardware (as the case may be) exclusive rights of supply for the relevant Chase Perdana Projects. Such rights of first refusal shall commence from the date of the MOU and the payment of the Refundable Deposit, and shall terminate, inter alia, upon the termination of the MOU. 3.8 Anti-dilution Save for any shares and convertible securities which are pending issuance by the Company pursuant to the exercise of share options granted by the Company under the share option scheme approved at an extraordinary general meeting held on 22 June 2001 and otherwise as contemplated in the MOU, the Sale and Purchase Agreement and other transactions in relation to the Project, the Company shall not issue any additional shares or equity-linked instruments prior to completion of the Sale and Purchase Agreement. 4. TRANSFER AND REFUND OF THE REFUNDABLE DEPOSIT 4.1 The Company shall transfer the Refundable Deposit, comprising the sum of S$5 million,

5 to Empire Holdings upon the signing of the MOU. 4.2 The Refundable Deposit shall be refunded to the Company upon the withdrawal of either party from the Project as set out in Paragraphs 5.2 to 5.4 below, or non-fulfilment of the conditions precedent as set out in Paragraph 7 below within eight (8) months from the signing of the MOU or such other later date as may be agreed between the parties. Upon completion of the Sale and Purchase Agreement, the Refundable Deposit shall constitute part of the Consideration, and shall be taken into account in the issue of the 2008 Consideration Shares as provided in Paragraph above. 5. FURTHER ACTION AND COSTS AND EXPENSES 5.1 The parties have agreed to proceed in good faith and use their best endeavours to: negotiate, finalise and execute the Sale and Purchase Agreement, which shall include additional conditions precedent and terms mutually agreed, and the other necessary agreements with respect to the Project within one (1) month of the date of the MOU (or such other date as may be agreed between the parties); and procure the satisfaction of the conditions precedent set out in Paragraph 7 below for which each party is responsible. 5.2 In the event that either party withdraws from the Project (the Withdrawing Party ) due to default by the other party (the Defaulting Party ), the Defaulting Party shall bear all costs and expenses, including the costs and expenses of the Withdrawing Party, incurred for the due diligence, professional services and negotiations contemplated by the MOU, without prejudice to each party s rights in respect of antecedent breaches. A default arises where: subsequent to the audit and financial and legal due diligence by the Withdrawing Party on the Defaulting Party and/or its assets and business, the financial adviser appointed by the Company for the purpose of the Project (with the approval of Empire Holdings) is of the bona fide opinion that a matter having a material negative impact on the Project has arisen; or the Defaulting Party has breached any of its obligations under the MOU. 5.3 In the event that the conditions precedent as set out in Paragraph 7 are not fulfilled within eight (8) months from the signing of the MOU or such other later date as may be agreed between the parties, the parties may withdraw from the Project and each party shall bear its own costs and expenses in connection with the MOU and the Project and neither party shall have any claim against the other for costs, damages, compensation or otherwise save in respect of any antecedent breach, but without prejudice to the rights of either party in respect of such antecedent breach. 5.4 In the event that a party withdraws from the Project other than pursuant to Paragraphs 5.2 or 5.3 above, the withdrawing party shall bear all costs and expenses, including the costs and expenses of the other party, incurred for the due diligence, legal and other professional services and negotiations contemplated by this MOU, without prejudice to each party s rights in respect of antecedent breaches. 5.5 Empire Holdings shall have the right to set-off all amounts owed by the Company to it under Paragraphs 5.2 and 5.4 above against the Refundable Deposit.

6 6. TERM The MOU will automatically expire, save for certain clauses, three (3) months after its signing, or such earlier date on which the Sale and Purchase Agreement is signed, unless extended or renewed in writing by the parties. 7. CONDITIONS PRECEDENT 7.1 The completion of the Sale and Purchase Agreement and the obligations of the parties in relation to the Project shall be conditional upon: (c) the obtaining of all relevant approval(s) required from the landlord or such other third party in respect of SSC Hardware s leasehold interest in 21 Changi South Avenue 2, Singapore , for a change in control of the Company or an issuance of securities by the Company in favour of a third party; the satisfactory negotiation and execution of the Sale and Purchase Agreement, and all other relevant documentation between the parties in relation to the Project; each of the parties having completed due diligence on the other party, and being satisfied with the results of such due diligence; (d) (e) (f) (g) (h) the approval of the Singapore Exchange Securities Trading Limited ( SGX-ST ) for the Project; the approval of the Malaysian central bank and the Foreign Investment Committee for the Project, if necessary; all other regulatory and other approvals which may be necessary for the purposes of the Project (including without limitation, third parties, governmental or regulatory bodies such as the approval of the Monetary Authority of Singapore, and all other necessary Malaysian regulatory approvals); the 2008 NTA/PAT Valuation shall be at least S$80 million; and there not being any material adverse change in the business, prospects, financial condition, assets or liabilities of any of the parties, Chase Perdana or SSC Hardware from the date of the MOU until the date of completion of the Sale and Purchase Agreement. 7.2 The Project, if proceeded with, will constitute a very substantial acquisition or reverse takeover as defined in Chapter 10 of the SGX-ST Listing Manual and therefore, completion of the Project under the Sale and Purchase Agreement is also conditional upon, amongst others: the whitewash waiver to be obtained from the Securities Industry Council and a whitewash resolution to be obtained from the Company's shareholders such that Empire Holdings, in connection with the Project and the Consideration Shares to be issued pursuant thereto, need not make a general offer for the shares in the

7 Company nor comply with the requirements of the Singapore Code on Takeovers and Mergers; and the approval of the Shareholders for the allotment and issue of the Consideration Shares being obtained in a general meeting to be convened. 8. FURTHER INFORMATION The Company will make further announcements relating to the Project at the appropriate time. 9. DISCLAIMER Where information relating to Empire Holdings, Chase Perdana, Ithmaar, Atheeb and Chase Manara has been extracted from published or otherwise available sources, or is otherwise obtained from Empire Holdings, Chase Perdana, Ithmaar, Atheeb and / or Chase Manara, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from these sources or, as the case may be, reflected or reproduced in this Announcement. By Order of the Board Sim Siang Choon Director 25 July 2008

EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: E)

EZION HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: 199904364E) THE PROPOSED ISSUE OF UP TO APPROXIMATELY 22,573,570,909 1 NEW ORDINARY SHARES IN THE CAPITAL OF