We refer to your Company's announcement dated 29 March 2023, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Malaysia Securities Berhad (“Bursa Securities”) with the following additional information for public release:- 1. Date on which the Shares Sales Agreement (“SSA”) was entered into. 2. Name of the representatives of Gemi Puncak Sdn Bhd (“GP”) and Gemi Puncak Quarry Sdn Bhd (“GPQ”) involved in signing the SSA and to clarify if such representatives are the ultimate owners of the GP and GPQ. 3. Background information of GP and GPQ including but not limited to, date of incorporation, commencement date of business, principal activities, name of directors and substantial shareholders together with their shareholdings in the respective companies. 4. Financial information of GP and GPQ to be acquired including but not limited to, total assets, net assets and net profits. 5. Manner in which the consideration of RM3.5 million and RM9.5 million will be satisfied, together with the relevant details of the payment schedule. 6. Source of funding and the breakdown. 7. Clarification on what is meant by the “Included Asset subject however to the exclusion of the Excluded Asset and the Current Liabilities” of GP and GPQ respectively together with the amount of such items. 8. Particulars of all liabilities, including contingent liabilities to be assumed by Bina Darulaman Berhad (“BDB”). 9. Basis and justification in arriving at the consideration of RM3.5 million and RM9.5 million. 10. Further elaboration on the rationale of acquiring GP and GPQ (“Proposed Acquisition”) which shall include information on how the Proposed Acquisition will contribute to the growth of the BDB Group and the prospects of GP and GPQ. 11. The risks in relation to the Proposed Acquisition including risk factors of the assets or interests to be acquired. 12. Highest percentage ratio applicable to the Proposed Acquisition. 13. Where applicable, please provide the confirmation and relevant disclosures in accordance to paragraphs 11.1 and 11.2 of Practice Note 32 of the Main Market Listing Requirements. 14. A statement on whether the Proposed Acquisition is subject to approval of the relevant government authorities and the estimated time frame for submission of the application to such authorities. 15. A statement by the board of directors, excluding interested directors, stating whether the Proposed Acquisition is in the best interests of the listed issuer. 16. The estimated time frame to complete the Proposed Acquisition. 17. Clarification that the SSA will be made available for inspection for a period of 3 months from the date of announcement. 18. Any penalty clauses relating to the termination of the SSA, together with the relevant details, if applicable. 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 |