IGB CORPORATION BERHAD (Company No A) Incorporated in Malaysia

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in IGB CORPORATION BERHAD, you should at once hand this Circular, together with the attached Form of Proxy, to the agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Kuala Lumpur Stock Exchange takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. IGB CORPORATION BERHAD (Company No A) Incorporated in Malaysia IN RELATION TO THE PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The Notice convening an Extraordinary General Meeting of IGB Corporation Berhad to be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur on Saturday, 29 June 2002 at a.m. is enclosed together with the Form of Proxy in this Circular. The Form of Proxy must be deposited at the Registered Office of the Company at Penthouse, Menara IGB, No. 1, The Boulevard, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the EGM or at any adjournment thereof. This Circular is dated 14 June 2002

2 DEFINITIONS Unless where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act : Companies Act, 1965 the Board : The Board or Directors of IGB Director : Shall have the meaning given in Section 4 of the Act and for purposes of the Proposed Shareholders' Mandate, includes any person who is or was within the preceding 12 months of the date on which the terms of the transaction were agreed upon, a Director of IGB Group. AGM : Annual General Meeting EGM : Extraordinary General Meeting IGB or the Company : IGB Corporation Berhad (5745-A) IGB Group : IGB and its subsidiaries companies as defined in Section 5 of the Act. Subsidiaries include subsidiaries which are existing as at the date of this Circular and subsidiaries which are incorporated or acquired at any time during the duration of the Proposed Shareholders Mandate. KLSE : Kuala Lumpur Stock Exchange Listing Requirements Major Shareholder Person Connected Related Party Proposed Shareholders Mandate : Listing Requirements of Kuala Lumpur Stock Exchange : A person includes any person who is or was within the preceding 12 months of the date on which the terms of the transaction were agreed upon, has any interest or interests in one or more voting shares in the company (or any other company which is its subsidiary or holding company or a subsidiary of its holding company) and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than 5% of the aggregate of the nominal amounts of all the voting shares in the company. For the purpose of this definition, "interest in shares" shall have the meaning given in Section 6A of the Act. : In relation to a director or a major shareholder, means such person who falls under any one of the following categories:- (a) (b) (c) (d) (e) (f) (g) (h) (i) a member of the director s or major shareholder s family, which family shall have the meaning given in Section 122A of the Act; a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the director, major shareholder or a member of the director s or major shareholder s family is the sole beneficiary; a partner of the director, major shareholder or a partner of a person connected with that director or major shareholder; a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder; a person in accordance with whose directions, instructions or wishes the director or major shareholder is accustomed or is under an obligation, whether formal or informal, to act; a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the director or major shareholder; a body corporate or its directors whose directions, instructions or wishes the director or major shareholder is accustomed or under an obligation, whether formal or informal, to act; a body corporate in which the director, major shareholder and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation. : A director, Major Shareholder or persons connected with such Director or Major Shareholder. : Proposed Shareholders Mandate for IGB Group to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature

3 CONTENTS 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2 Page 3. RATIONALE FOR THE PROPOSED SHAREHOLDERS MANDATE VALIDITY PERIOD FOR THE SHAREHOLDERS MANDATE DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST DIRECTORS' RECOMMENDATION EXTRAORDINARY GENERAL MEETING DIRECTORS RESPONSIBILITY STATEMENTS MATERIAL CONTRACTS MATERIAL LITIGATION, CLAIMS AND ARBITRATION DOCUMENT AVAILABLE FOR INSPECTION 20 NOTICE OF EXTRAORDINARY GENERAL MEETING FORM OF PROXY Enclosed Enclosed

4 IGB CORPORATION BERHAD (5745-A) (Incorporated in Malaysia) Registered Office: Penthouse, Menara IGB No. 1, The Boulevard Mid Valley City Lingkaran Syed Putra Kuala Lumpur 14 June 2002 Board of Directors: Tan Sri Abu Talib Bin Othman, Chairman Robert Tan Chung Meng, Managing Director Tan Boon Seng, Executive Director Tan Boon Gark, Executive Director Lai Meng, Executive Director Dato' Seri Khalid Ahmad Bin Sulaiman Abdul Samad Bin Haji Alias Osman Bin Haji Ismail Chua Seng Yong, Alternate to Robert Tan Chung Meng To: The Shareholders of IGB Corporation Berhad Dear Sir/Madam IGB CORPORATION BERHAD [ IGB / the Company] - PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION The Board on 29 May 2002 announced that the Company is proposing to seek shareholders approval for the Proposed Shareholder's Mandate in respect of the Related Party Transactions involving recurrent transaction of a revenue or trading nature which are necessary for its day-to-day operations. The purpose of this Circular is to provide you with the details of the Proposed Recurrent Related Party Transactions, to set out the view of your Board and to seek your approval of the resolution to be tabled at the forthcoming EGM. The Notice of the EGM together with the Proxy Form is enclosed together with this Circular. SHAREHOLDERS OF IGB ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE PROPOSED RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS MANDATE. 1

5 2. DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE The principal activities of the Company at present are those of investment holding and property development. The subsidiaries of IGB and their respective principal activities are as follows:- Name of Company Principal Activities Place of Incorporation Effective Equity Interest (%) Abad Flora Sdn. Bhd. Property Investment Malaysia Amanbest Sdn. Bhd. Dormant Malaysia 51.0 Angkasa Gagah Sdn. Bhd. Property Development Malaysia Atar Deras Sdn. Bhd. Property Investment And Development Malaysia Auspicious Prospects Ltd. Investment Holding Liberia Bagan Ajam Estate Sendirian Berhad Property Development Malaysia Belimbing Hills Sdn. Bhd. Property Development Malaysia Bellegrove Pte. Ltd. Investment Holding Singapore Beswell Limited Investment Holding Hong Kong Bintang Buana Sdn. Bhd. Property Development Malaysia 90.0 Central Review (M) Sdn. Bhd. Hotel Operation and Management Malaysia Cipta Klasik (M) Sdn. Bhd. Property Investment Malaysia Cititel Hotel Management Sdn. Bhd. Hotel Management Services Malaysia 60.0 City Beauty Sdn. Bhd. Dormant Malaysia Corpool Holdings Sdn. Bhd. Investment Holding Malaysia Courtyard Sdn. Bhd. Home furnishing Malaysia 70.0 Danau Bidara (M) Sdn. Bhd. Property Holding Malaysia Dian Rezki Sdn. Bhd. Property Development Malaysia Earning Edge Sdn. Bhd. Investment Holding Malaysia 65.0 Ensignia Construction Sdn. Bhd. Construction Malaysia Express Management Consultants Sdn. Bhd. Management Services Malaysia Gloxinia Sdn. Bhd. Investment Holding Malaysia Grapevine Investments Pte. Ltd. Investment Holding Singapore Hai Aun Co Sendirian Berhad Property Development Malaysia Harta Villa Sdn. Bhd. Property Holding Malaysia ICDC Holdings Sdn. Bhd. Investment Holding Malaysia ICDC Management Sdn. Bhd. Management Services Malaysia ICDC Properties Sdn. Bhd. Dormant Malaysia IEH Corporation Sdn. Bhd. Investment Holding Malaysia IGB Project Management Services Sdn. Bhd. Project Management Malaysia

6 Name of Company Principal Activities Place of Incorporation Effective Equity Interest (%) IGB Properties Sdn. Bhd. Property Investment Malaysia IGB Real Estate Sdn. Bhd. Dormant Malaysia Innovation & Concept Development Co Sdn. Bhd. Intercontinental Aviation Services Sdn. Bhd. Ipoh Garden Shopping Complex Sdn. Bhd. IT&T Engineering & Construction Sdn. Bhd. Property Development & Management Malaysia Investment Holding Malaysia Property Holding Malaysia Construction Malaysia K Parking Sdn. Bhd. Investment Holding Malaysia Kemas Muhibbah Sdn. Bhd. Property Development Malaysia Kennyvale Sdn. Bhd. Property Development Malaysia Kilat Security Sdn. Bhd. Dormant Malaysia Kondoservis Sdn. Bhd. Management Services to Condominium Malaysia Lingame Company Limited Management Services Hong Kong Lucravest Holdings Sdn. Bhd. Investment Holding Malaysia Micasa Hotel Limited Hotelier Myanmar 60.0 Mid Valley City Sdn. Bhd. Property Development. Property Investment & Property Management Services Malaysia 90.3 Mid Valley Food Management Sdn. Bhd. Dormant Malaysia MIHR Sdn. Bhd. Hotel Management and Consultancy Malaysia 90.0 Murni Properties Sdn. Bhd. Property Development Malaysia MVC Centre Management Services Sdn. Bhd. MVEC Exhibition and Event Services Sdn. Bhd. Dormant Malaysia 90.3 Provision of Exhibition Services Malaysia New Commercial Investments Limited Investment Holding British Virgin Islands 55.0 OPT Ventures Sdn. Bhd. Property Development Malaysia 70.0 Outline Avenue (M) Sdn. Bhd. Property Investment Malaysia 90.0 Pacific Land Sdn. Bhd. Investment Holding Malaysia Pangkor Island Resort Sdn. Bhd. Hotelier Malaysia Pasirindu Sdn. Bhd. Dormant Malaysia Pebbles Enterprise Sdn. Bhd. Property Development Malaysia Pekeliling Land Sdn. Bhd. Property Holding Malaysia Pekeliling Property Sdn. Bhd. Property Management & Services Malaysia

7 Name of Company Principal Activities Place of Incorporation Effective Equity Interest (%) Penang Garden Sdn. Bhd. Property Development Malaysia Permata Dunia Sdn. Bhd. Investment Holding Malaysia Permata Efektif (M) Sdn. Bhd. Property Development Malaysia 83.0 Pinex Sdn. Bhd. Dormant Malaysia PIR Management Services Sdn. Bhd. Management & Maintenance Services Malaysia Plaza Permata Management Services Sdn. Bhd. Property Management Services Malaysia Prima Condominium Sdn. Bhd. Investment Holding Malaysia Primanah Property Sdn. Bhd. Property Development Malaysia Puncak Megah (M) Sdn. Bhd. Property Development Malaysia Ravencroft Investments Incorporated Investment Holding British Virgin Islands 52.0 Reka Handal Sdn. Bhd. Property Development Malaysia 75.0 Riraiance Enterprise Sdn. Bhd. Investment Holding Malaysia St Giles Hotel (Heathrow) Ltd. Hotelier United Kingdom 55.0 St Giles Hotel Limited Hotelier United Kingdom 52.0 Tan & Tan Realty Sdn. Bhd. Property Investment Malaysia 80.0 Tanah Alam Sdn. Bhd. Property Development Malaysia Tanah Permata Sdn. Bhd. Hotelier Malaysia Tanobi Sdn. Bhd. Property Holding Malaysia T-Bond Construction Sdn. Bhd. Building Contractor Malaysia Teamwork M&E Sdn. Bhd. Provision of Consultation on Mechanical and Electrical Services to Condominiums and Apartments Malaysia Terra Tinggi (M) Sdn. Bhd. Property Investment Malaysia TTD Sdn. Bhd. Hotel Operation and Management Malaysia X-Speed Sdn. Bhd. Management of Skate Park Malaysia X-Speed Skatepark Sdn. Bhd. Management of Skate Park Malaysia 90.3 There are various transactions of trading or revenue nature, which are necessary for the day-to-day operations of the companies in the IGB Group being transacted between the companies in the IGB Group and the classes of Related Party in the ordinary course of business. Pursuant to Paragraph of the Listing Requirements, a listed issuer may seek a Shareholders' Mandate in respect of the related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:- (a) (b) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; the Shareholders' Mandate is subject to annual renewal and disclosure being made in the annual report of the aggregate value of transactions conducted pursuant to the Shareholders' Mandate during the financial year; 4

8 (c) (d) issuance of a circular to shareholders by the listed issuer; and the interested Director, interested Major Shareholder or interested person connected with a Director or Major Shareholder and where it involves the interest of a person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must ensure that person connected with him abstain from voting on the resolution approving the transactions. The Proposed Shareholders' Mandate is subject to an annual renewal. In this respect, any authority conferred by the Proposed Shareholders' Mandate shall only continue to be in force until:- (I) (II) (III) the conclusion of the next AGM of the Company following the forthcoming EGM, at which such Proposed Shareholders' Mandate was passed, at which time the said authority will lapse, unless by a resolution passed at the meeting, authority is renewed; or the expiration of the period within which the next AGM of IGB is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by a resolution passed by the shareholders in a general meeting; whichever is the earlier. 2.1 Nature of the Transactions The nature of the transactions contemplated under the Proposed Shareholders Mandate shall include the following:- i) Provision/Procurement of construction works, management and consultancy services ii) Procurement of construction building related products/materials iii) Procurement of mechanical and electrical works iv) Procurement of sanitary wares and related materials v) Procurement of LPG Gas vi) Procurement of legal advisory services vii) Procurement of information technology-related services viii) Procurement of car park tickets ix) Provision of property management, security services, season car parking, etc. x) Provision/procurement of hotel management and related recreational services xi) Provision of share registration, secretarial, human resource, medical, fitness centre facilities and home furnishing services xii) Sale of developed properties xiii) Provision of project management and sales/marketing services xiv) Leasing/rental of audio visual equipment xv) Leasing/rental of car park xvi) Leasing /rental of properties The above transactions are necessary for the IGB Group s day-to-day operations and are in the ordinary course of business of the IGB Group. 5

9 2.2 Classes of Related Parties The Proposed Shareholders Mandate will cover the following classes of Related Parties:- Transacting Companies within IGB Group Transacting Parties Nature of Transaction Interested director, major shareholder and person connected Estimated value from 1 June 2001 to 29 June 2002 RM Estimated value during validity period of Mandate RM IGB Group Wah Seong Group of Companies (Wah Seong Group) 2! Advanced Constructive Engineering Services Sdn. Bhd.! Cahaya Utara Sdn. Bhd.! IPS Project Supply Sdn. Bhd.! MS Elevators Engineering Sdn. Bhd.! Petro-Pipe Concrete Piles Sdn. Bhd.! Sigma Audio Visual Sdn. Bhd.! Syn Tai Hung Trading Sdn. Bhd.! Wah Seong Engineering Sdn. Bhd.! Wasereal Sdn. Bhd.! Wah Seong (Malaya) Trading Co. Sdn. Bhd. " Provision/procurement of construction works, management and consultancy services " Procurement of mechanical and electrical works i.e. supply and maintenance of lifts, engineering services " Procurement of construction building related products/materials " Leasing/rental of audio visual equipment " Sale of developed properties. " Provision of hotel management and related recreational services " Leasing and rental of properties for a period not exceeding 3 years on monthly rental payment Interested Director Robert Tan Chung Meng a Tan Boon Seng b Interested Major Shareholder Robert Tan Chung Meng Dato Tan Chin Nam c Pauline Tan Suat Ming d Tony Tan Choon Keat e Tan Kim Yeow Sdn. Bhd. (TKYSB) f Wah Seong (Malaya) Trading Co. Sdn. Bhd. (WSTSB) g Tan Chin Nam Sdn. Bhd. (TCNSB) h Persons Connected Tan Lei Cheng i Tan Boon Lee Gold IS Berhad (Gold IS) j Wah Seong Enterprises Sdn. Bhd. (WESB) Multistock Sdn. Bhd. (MSB) Tentang Emas Sdn. Bhd. (TESB) Smooth Operation Sdn. Bhd. (SOSB) IJM Corporation Berhad (IJM) IGI Limited (IGI) Rubin Pte. Ltd. (RPL) Hexacon Construction Pte. Ltd. (HCPL) TKY Investment Pte. Ltd. (TKYI) 7,239 16,095 THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 6

10 Transacting Companies within IGB Group Transacting Parties Nature of Transaction Interested director, major shareholder and person connected Estimated value from 1 June 2001 to 29 June 2002 RM Estimated value during validity period of Mandate RM IGB Group Gold IS Group of Companies (Gold IS Group) 3! Diversified Healthcare Sdn. Bhd.! Econfen Marketing Sdn. Bhd.! Gold Information System Sdn. Bhd.! Hoe Pharmaceuticals Sdn. Bhd.! Living Tree Pharmacy Sdn. Bhd.! Sweat Club Sdn. Bhd. " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment " Procurement of information technologyrelated services i.e. IT hardware, software, business solutions and related products and IT consultancy and related services " Provision of share registration/secretarial/h uman resource services " Sale of developed properties. " Provision of project management services and construction works " Provision of hotel management and related recreational services " Fitness centre facilities Interested Director Tan Sri Abu Talib bin Othman k Robert Tan Chung Meng Tan Boon Seng Tan Boon Lee (director of IGB s subsidiary) l Interested Major Shareholder Dato Tan Chin Nam Robert Tan Chung Meng Gold IS TCNSB TKYSB WSTSB Pauline Tan Suat Ming Tony Tan Choon Keat Amanah Raya Nominees (Tempatan) Sdn. Bhd. (ARN)/Permodalan Nasional Berhad (PNB) m Persons Connected Tan Lei Cheng WESB MSB TESB SOSB IJM IGI RPL HCPL TKYI 1,830 2,510 THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 7

11 Transacting Companies within IGB Group Transacting Parties Nature of Transaction Interested director, major shareholder and person connected Estimated value from 1 June 2001 to 29 June 2002 RM Estimated value during validity period of Mandate RM IGB Group! Cititel Hotel Management Sdn. Bhd. (CHM) 4! Great Union Properties Sdn. Bhd. (GUP) 5! Johan Kekal Sdn. Bhd. (JK) 6! Mid Valley City Sdn. Bhd. (MVC) 7! Gleneagles Hospital (Kuala Lumpur) Sdn. Bhd. (GHKL) 8! Gleneagles Medical Centre (Kuala Lumpur) Sdn. Bhd. (GMC) 9! MIHR Sdn. Bhd. (MIHR) 10! Courtyard Sdn. Bhd. (CSB) 11! New Commercial Investments Limited (NCIL) 12 " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment " Provision of property management, security services, season car parking, etc. " Provision of hotel management and related recreational services " Provision of project management and sales/marketing services " Procurement/provision of construction works, management and consultancy services " Provision of medical services " Provision of home furnishing Interested Director Tan Sri Abu Talib bin Othman Robert Tan Chung Meng Tan Boon Seng Tan Boon Gark n Lai Meng o Chua Seng Yong p Tan Boon Lee (director of IGB s subsidiary) Chong Kim Chuan (director of IGB s subsidiary) q Interested Major Shareholder Dato Tan Chin Nam Robert Tan Chung Meng Persons Connected Pauline Tan Suat Ming Tony Tan Choon Keat Tan Lei Cheng Gold IS TCNSB TKYSB WSTSB WESB MSB TESB SOSB IJM IGI RPL HCPL TKYI 21,794 38,707 IGB Group Insas Berhad Group of Companies 13! Dome Café Sdn. Bhd.! Melium Sdn. Bhd. " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment Interested Major Shareholder Insas Berhad (Insas) r THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 8

12 Transacting Companies within IGB Group Transacting Parties Nature of Transaction Interested director, major shareholder and person connected Estimated value from 1 June 2001 to 29 June 2002 RM Estimated value during validity period of Mandate RM IGB Group IJM Corporation Berhad Group of Companies (IJM Group) 14! Cofreth (M) Sdn. Bhd.! Damansara Rock Products Sdn. Bhd.! SKB Shutters Manufacturing Sdn. Bhd. " Procurement of construction building related products/materials, etc. " Procurement of construction works " Provision of share registration services Interested Director Lai Meng Robert Tan Chung Meng Interested Major Shareholder Dato Tan Chin Nam Robert Tan Chung Meng Persons Connected Pauline Tan Suat Ming Tony Tan Choon Keat Tan Boon Seng Tan Lei Cheng Tan Boon Lee Gold IS TCNSB TKYSB WSTSB WESB MSB TESB SOSB IJM IGI RPL HCPL TKYI 14,722 8,550 IGB Group! Jeyaratnam & Chong (J&C) 15 " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment " Procurement of legal services Persons Connected Tan Lei Cheng Chong Kim Chuan IGB Group! Wilson Parking Sdn. Bhd. (WP) 16 " Rental/leasing of car park for a period not exceeding 3 years on monthly rental payment Interested Director Tan Boon Gark

13 Transacting Companies within IGB Group Transacting Parties Nature of Transaction Interested director, major shareholder and person connected Estimated value from 1 June 2001 to 29 June 2002 RM Estimated value during validity period of Mandate RM IGB Group Ipmuda Berhad Group of Companies (Ipmuda) 17! Ipmuda Edar Sdn Bhd! Ipmuda Tiles & Sanitary Wares Sdn Bhd! Ipmuda Trading Sdn Bhd " Procurement of sanitary wares and related materials etc. Interested Director Lai Meng MVC! BTC Clothier Sdn. Bhd. (BTC)! Mecomb Singapore Ltd (subsidiary of Sime Darby Berhad 18 )! Sime Darby Systems Sdn. Bhd. (subsidiary of Sime Darby Berhad) " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment " Procurement of car park tickets " Procurement of construction works Interested Director Tan Sri Abu Talib bin Othman ,000 MVC! Golden Screen Cinemas Sdn. Bhd. (GSC), a subsidiary of PNB.! Petronas Dagangan Sdn. Bhd. (Petronas) 19 " Leasing/rental of properties for a period not exceeding 3 years on monthly rental payment " Procurement of LPG Gas Interested Major Shareholder ARN/PNB 2, , Notes: Explanatory Notes/Principal Activities of Related Parties 1 The values are merely estimates and actual amount transacted may vary from the estimated value disclosed above due to the nature of the transactions. 2 The principal activities of Wah Seong Group are that of engineering contractor, production, sales and distribution of building construction related products and construction. 3 The principal activities of Gold IS are that of investment holding, pharmaceutical business, management of fitness centres, property investment/development in China, provision of new economy business relating to web-enabling Asian society and investment in life sciences including nutriceutical and cosmoceutical businesses. 4 CHM is a 60% owned subsidiary of IGB. The principal activity is hotel management. 5 GUP is a 50% associate of IGB. The principal activity is hotelier. 6 JK is a 50% associate of IGB. The principal activity is property development. 7 MVC is a 90.3% owned subsidiary of IGB. The principal activity is property development and property investment. 10

14 8 GHKL is a 30% associate of IGB. The principal activity is investment in and management of a private hospital. 9 GMC is a 30% associate of IGB. The principal activity is property development and investment holding in medical centres. 10 MIHR is a 90.0% owned subsidiary of IGB. The principal activity is hotel management and consultancy. 11 CSB is a 70% owned subsidiary of IGB. The principal activity is home furnishing. 12 NCIL is a 55% owned subsidiary of IGB. The principal activity is investment holding. 13 Insas is a major shareholder of IGB. The principal activities of Insas Berhad are that of investment holding and the provision of management services. 14 IJM is a 20% associate company of IGB. The principal activities are that of construction, property development and investment holding, manufacturing and quarrying, plantation and education. 15 J&C is a legal firm that IGB uses to procure legal services from time to time. 16 WP is a 24.5% associate of IGB. The principal activity is management of car park. 17 IGB holds % in Ipmuda. The principal activity of Ipmuda is that of a trading agency dealing in building materials. 18 The principal activities of Sime Darby Group are that of plantations, manufacturing, property development, heavy equipment and motor vehicle distribution, power generation, general trading and services. 19 The principal activities of Petronas Dagangan Group are that of domestic marketing of petroleum products and the operation of service stations. Nature of Interest a Robert Tan Chung Meng is a common director of IGB, MVC, NCIL and Wah Seong Group. He is also a major shareholder of IGB, IJM, Gold IS and Wah Seong Group via corporations where he has more than 15% shareholding. Persons connected with Robert Tan Chung Meng, namely, Gold IS, MSB, TKYSB, WSTSB, WESB, TESB, SOSB, TKYI, IJM, IGI, RPL and HCPL are also interested by virtue of their direct and/or deemed major shareholdings in IGB, Gold IS and/or Wah Seong Group. He is brother to Pauline Tan Suat Ming and Tony Tan Choon Keat. b Tan Boon Seng is a director of IGB, MVC and Wah Seong Group. He is the son of Dato Tan Chin Nam, an interested major shareholder and the brother to Tan Lei Cheng and Tan Boon Lee. He holds 0.03% of shares in IGB. c Dato Tan Chin Nam is a director of MVC and Wah Seong Group. He is also a major shareholder of IGB, IJM, Gold IS and Wah Seong Group via corporations where he has more than 15% shareholding. Persons connected with Dato Tan Chin Nam, namely, Gold IS, MSB, TCNSB, WSTSB, WESB, TESB, SOSB, IJM, IGI, RPL and HCPL are also interested by virtue of their direct and/or deemed major shareholdings in IGB, Gold IS and/or Wah Seong Group. Dato Tan Chin Nam is the father of Tan Boon Seng, Tan Lei Cheng and Tan Boon Lee. d Pauline Tan Suat Ming is a common director of Gold IS and Wah Seong Group. She is a common major shareholder of IGB, Gold IS and Wah Seong Group via corporations where she has more than 15% shareholding. She is sister to Robert Tan Chung Meng and Tony Tan Choon Keat. e Tony Tan Choon Keat is a common major shareholder of IGB, Gold IS and Wah Seong Group via corporations where he has more than 15% shareholding. He is brother to Robert Tan Chung Meng and Pauline Tan Suat Ming. f TKYSB is a common major shareholder of IGB, Gold IS and Wah Seong Group via corporations where it has more than 15% shareholding. g WSTSB is a common major shareholder of IGB, Gold IS and Wah Seong Group via corporations where it has more than 15% shareholding. h TCNSB is a common major shareholder of IGB, Gold IS and Wah Seong Group via corporations where it has more than 15% shareholding. i Tan Lei Cheng is a director of Gold IS and the daughter to Dato Tan Chin Nam, an interested major shareholder. She is sister to Tan Boon Seng and Tan Boon Lee. She is also the spouse of Chong Kim Weng, the senior partner of J&C. She holds 0.07% of shares in IGB. j Gold IS is a major shareholder of IGB. k Tan Sri Abu Talib bin Othman is a director of IGB, BTC, Gold IS, GHKL and Sime Darby Berhad. He holds 0.02% of shares in IGB and is a shareholder in Sime Darby Berhad. l Tan Boon Lee is a director of Gold IS and MIHR. He is the son of Dato Tan Chin Nam, an interested major shareholder and the brother to Tan Boon Seng and Tan Lei Cheng. He holds 0.07% of shares in IGB. m ARN/PNB is a major shareholder of IGB, Gold IS, GSC and Petronas. n Tan Boon Gark is a common director of IGB, GUP, JK, MVC and WP. He holds 0.03% of shares in IGB. o Lai Meng is a common director of IGB, IJM, Ipmuda, GUP and MVC. He holds 0.01% of shares in IGB. p Chua Seng Yong is an alternate director to Robert Tan Chung Meng in IGB and also a director of CHM and NCIL. He holds 232 shares in IGB. q Chong Kim Chuan is a director and shareholder of CSB. He holds 6,500 shares in IGB and brother to Chong Kim Weng, the senior partner of J&C. r Insas is a major shareholder of IGB by virtue of its deemed interest through Montego Assets Limited and Insas Plaza Sdn. Bhd. which owns 5.81% equity interest in IGB. 11

15 2.3 Guidelines and Review Procedures Procedures and guidelines are established to ensure that such recurrent transactions are undertaken at arm s length and on normal commercial terms that are not more favourable to the related party than those normally available to the public and are not to the detriment of the minority shareholders. Companies within the IGB Group have been kept informed of procedures applicable to recurrent transactions with related party. All recurrent Related Party Transactions shall be tabled to the Audit Committee for review and approval and all members of the Board and Audit Committee who are directly or indirectly interested in any transactions shall have declared their interest in the transaction and abstain from deliberations and voting in respect of these transactions. Such recurrent Related Party Transactions entered or proposed to be entered into will always take into account the pricing, level of service, quality of service and on competitive pricing in the open market. In the case of sub-contracting jobs, transaction prices are determined based on competitive market rates and are not more favourable to the Related Party than those generally available to the public and will not be detrimental to minority shareholders. 2.4 Statement by Audit Committee The Audit Committee of IGB is of the view that the guidelines and procedures for related parties transactions are sufficient to ensure that such transactions will be carried out at arm s length, on normal commercial terms which are not prejudicial to the interests of the shareholders of the Company, on terms not more favourable to the related party than those generally available to the public and on terms not to the detriment of minority shareholders. 2.5 Disclosure Disclosure will be made in the Company's Annual Report of the aggregate value of transactions conducted pursuant to the Proposed Shareholders' Mandate with a breakdown of the aggregate value of the transactions made during the financial year, amongst others, based on the type of the recurrent transactions made; and the person involve in each type of the recurrent transactions and their relationship with the Company. 3. RATIONALE FOR THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate will benefit the Company by facilitating entry by members of IGB Group into transactions with the classes of related parties specified in Clause 2.2 above in the ordinary course of the Group s business on commercial terms, in a timely fashion. The mandate will eliminate the need for the Company, to announce and to convene separate general meetings of the Company to seek the shareholders approval on each occasion pursuant to the requirements of Paragraph of the Listing Requirements of the KLSE, as and when potential transactions with the specified classes of related parties arise. This will substantially reduce the administrative time, inconvenience and costs associated with the convening of such meetings without compromising the corporate objectives and adversely affecting the business opportunities available to IGB Group. Shareholders of the Company will appreciate that the related parties arrangements, as outlined in Clause 2.2 above, are normal operations of a large Group undertaken for the benefit and interest of the IGB Group. Pursuant to Paragraph of the Listing Requirements of the KLSE which took effect on 1 June 2001, the approval of the shareholders of the Company are required for the above arrangements and transactions and this mandate is also subject to annual review. 12

16 EXCLUDED TRANSACTIONS Transactions with any related parties, which do not fall within the ambit of the Proposed Shareholders Mandate, will be subject to other applicable provisions of the Listing Requirements, the Act and/or any applicable law. 4. VALIDITY PERIOD FOR THE PROPOSED SHAREHOLDERS MANDATE If approved at the forthcoming EGM, the Shareholders Mandate of the Company will take effect from the date of the passing of the Ordinary Resolution relating thereto at the EGM and will continue in force until:- (I) (II) (III) the conclusion of the next AGM of the Company following the forthcoming EGM, at which such Proposed Shareholders' Mandate was passed, at which time the said authority will lapse, unless by a resolution passed at the meeting, authority is renewed; or the expiration of the period within which the next AGM of IGB is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by a resolution passed by the shareholders in a general meeting; whichever is the earlier. The Board will seek your approval for the renewal of the Shareholders Mandate at the next AGM of the Company and at each subsequent AGM, subject to satisfactory review by the Audit Committee of its continued application to the interested parties transactions. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST Save as disclosed below, none of the other Director and/or Major Shareholder of IGB and persons connected with them are interested in the Proposed Shareholders Mandate. The direct and indirect shareholdings of the interested Directors, Major Shareholders and persons connected with them in the issued and paid up share capital of the Company as at the date of this Circular are as follows:- Interested Directors Direct Indirect No. of Shares % No. of Shares % Robert Tan Chung Meng 1,401, ,197, Tan Boon Seng 352, Tan Boon Gark 331, Tan Sri Abu Talib bin Othman 250, Lai Meng 105, Chua Seng Yong THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 13

17 Interested Major Shareholders Direct Indirect No. of Shares % No. of Shares % Gold IS Berhad 309,807, ,000, Amanah Raya Nominees (Tempatan) Sdn. Bhd./Permodalan Nasional Berhad 121,500, Insas Berhad ,415, Dato Tan Chin Nam 6,652, ,531, Robert Tan Chung Meng 1,401, ,197, Pauline Tan Suat Ming 177, ,083, Tony Tan Choon Keat 58, ,083, Tan Chin Nam Sdn. Bhd. 31,300, ,173, Tan Kim Yeow Sdn. Bhd. 15,449, ,634, Wah Seong (Malaya) Trading Co. Sdn. Bhd. 22,814, ,303, Person Connected to Interested Direct Indirect Directors/Interested Major Shareholders No. of Shares % No. of Shares % Tan Lei Cheng 835, Tan Boon Lee 844, Chong Kim Chuan 6, Wah Seong Enterprises Sdn. Bhd. 9,993, Multistock Sdn. Bhd. 27,000, Tentang Emas Sdn. Bhd. 4,759, Smooth Operation Sdn. Bhd. 741, IJM Corporation Berhad 37,102, IGI Limited Rubin Pte. Ltd. 12, TKY Investment Pte. Ltd. 1,516, Hexacon Construction Pte. Ltd. 2,998, Notes:- 1 Deemed interest held through companies in which Robert Tan Chung Meng has either controlling or which together with associate holds more than 15% of the voting shares, ie.:- (i) Gold IS Berhad 309,807,909 (ii) Multistock Sdn. Bhd. 27,000,000 (iii) Tan Kim Yeow Sdn. Bhd. 15,449,604 (iv) Wah Seong (Malaya) Trading Co. Sdn. Bhd. 22,814,058 (v) Wah Seong Enterprises Sdn. Bhd. 9,993,704 (vi) Tentang Emas Sdn. Bhd. 4,759,750 (vii) Smooth Operation Sdn. Bhd. 741,875 (viii) IJM Corporation Berhad 37,102,500 (ix) IGI Limited 251 (x) Rubin Pte. Ltd. 12,727 (xi) TKY Investment Pte. Ltd. 1,516,875 (xii) Hexacon Construction Pte. Ltd. 2,998,125 2 Deemed interest held through Multistock Sdn. Bhd., a 100% subsidiary. 3 Deemed interest held through:- (i) Montego Assets Limited (100% subsidiary) 43,865,250 (ii) Insas Plaza Sdn. Bhd. (100% subsidiary) 22,550,250 14

18 4 Deemed interest held through companies in which Dato Tan Chin Nam has either controlling interest or which together with associate holds more than 15% of the voting shares, ie.:- (i) Gold IS Berhad 309,807,909 (ii) Multistock Sdn. Bhd. 27,000,000 (iii) Tan Chin Nam Sdn. Bhd. 31,300,844 (iv) Wah Seong (Malaya) Trading Co. Sdn. Bhd. 22,814,058 (v) Wah Seong Enterprises Sdn. Bhd. 9,993,704 (vi) Tentang Emas Sdn. Bhd. 4,759,750 (vii) Smooth Operation Sdn. Bhd. 741,875 (viii) IJM Corporation Berhad 37,102,500 (ix) IGI Limited 251 (x) Rubin Pte. Ltd. 12,727 (xi) Hexacon Construction Pte. Ltd. 2,998,125 5 Deemed interest held through companies in which Pauline Tan Suat Ming has either controlling interest or which together with associate holds more than 15% of the voting shares, ie.:- (i) Gold IS Berhad 309,807,909 (ii) Multistock Sdn. Bhd. 27,000,000 (iii) Tan Kim Yeow Sdn. Bhd. 15,449,604 (iv) Wah Seong (Malaya) Trading Co. Sdn. Bhd. 22,814,058 (v) Wah Seong Enterprises Sdn. Bhd. 9,993,704 (vi) Tentang Emas Sdn. Bhd. 4,759,750 (vii) Smooth Operation Sdn. Bhd. 741,875 (viii) TKY Investment Pte. Ltd. 1,516,875 6 Deemed interest held through companies in which Tony Tan Choon Keat has either controlling interest or which together with associate holds more than 15% of the voting shares, ie.:- (i) Gold IS Berhad 309,807,909 (ii) Multistock Sdn. Bhd. 27,000,000 (iii) Tan Kim Yeow Sdn. Bhd. 15,449,604 (iv) Wah Seong (Malaya) Trading Co. Sdn. Bhd. 22,814,058 (v) Wah Seong Enterprises Sdn. Bhd. 9,993,704 (vi) Tentang Emas Sdn. Bhd. 4,759,750 (vii) Smooth Operation Sdn. Bhd. 741,875 (viii) TKY Investment Pte. Ltd. 1,516,875 7 Deemed interest held through:- (i) Scanstell Sdn. Bhd. (a 100% subsidiary) 4,056,000 (ii) Gold IS Berhad (Tan Chin Nam Sdn. Bhd. has no less than 15% interest) 309,807,909 (iii) Multistock Sdn. Bhd. (a 100% subsidiary of Gold IS Berhad) 27,000,000 (iv) Wah Seong (Malaya) Trading Co. Sdn. Bhd. (Tan Chin Nam Sdn. Bhd. has no less than 15% interest) 22,814,058 (v) Wah Seong Enterprises Sdn. Bhd. (a 100% subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 9,993,704 (vi) Tentang Emas Sdn. Bhd. (a subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 4,759,750 (vii) Smooth Operation Sdn. Bhd. (a 100% subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 741,875 8 Deemed interest held through:- (i) TKY Investment Pte. Ltd. (a 100% subsidiary) 1,516,875 (ii) Wah Seong (Malaya) Trading Co. Sdn. Bhd. (Tan Kim Yeow Sdn. Bhd. has no less than 15% interest) 22,814,058 (iii) Wah Seong Enterprises Sdn. Bhd. (a 100% subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 9,993,704 (iv) Tentang Emas Sdn. Bhd. (a subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 4,759,750 (v) Gold IS Berhad (Tan Kim Yeow Sdn. Bhd., Wah Seong (Malaya) Trading Co. Sdn. Bhd. and Wah Seong Enterprises Sdn. Bhd. have no less than 15% interest) 309,807,909 (vi) Multistock Sdn. Bhd. (a 100% subsidiary of Gold IS Berhad) 27,000,000 (vii) Smooth Operation Sdn. Bhd. (a 100% subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 741,875 9 Deemed interest through:- (i) Wah Seong Enterprises Sdn. Bhd. (a 100% subsidiary) 9,993,704 (ii) Tentang Emas Sdn. Bhd. (a subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 4,759,750 (iii) Smooth Operation Sdn. Bhd. (a 100% subsidiary of Wah Seong (Malaya) Trading Co. Sdn. Bhd.) 741,875 (iv) Gold IS Berhad (Wah Seong (Malaya) Trading Co. Sdn. Bhd. has no less than 15% interest) 309,807,909 (v) Multistock Sdn. Bhd. (a 100% subsidiary of Gold IS Berhad) 27,000,000 15

19 In view of the interests of Tan Sri Abu Talib bin Othman, Robert Tan Chung Meng, Tan Boon Seng, Tan Boon Gark, Lai Meng and Chua Seng Yong in the proposal as disclosed in Clause 2.2 above, they have abstained and will continue to abstain from all deliberations and voting on the Shareholders Mandate at Board Meeting of IGB. They will also abstain from voting in respect of their direct and indirect shareholdings at the EGM of IGB on the resolution pertaining to the Shareholders Mandate. The interested Major Shareholders namely, Gold IS Berhad, Amanah Raya Nominees (Tempatan) Sdn. Bhd./Permodalan Nasional Berhad, Insas Berhad, Dato Tan Chin Nam, Robert Tan Chung Meng, Pauline Tan Suat Ming, Tony Tan Choon Keat, Tan Chin Nam Sdn. Bhd., Tan Kim Yeow Sdn. Bhd. and Wah Seong (Malaya) Trading Co. Sdn. Bhd. will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Shareholders Mandate at the EGM. An interested Director or interested Major Shareholder shall ensure that persons connected with him will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Shareholders Mandate at the EGM. 6. DIRECTORS' RECOMMENDATION Your Board are of the opinion that the Proposed Shareholders Mandate is in the best interest of the Company. Accordingly, your Directors, save and except for Tan Sri Abu Talib bin Othman, Robert Tan Chung Meng, Tan Boon Seng, Tan Boon Gark, Lai Meng and Chua Seng Yong, being interested parties to the Proposed Shareholders Mandate, who have and will continue to abstain from any recommendations relating to the existing and future trading arrangements of the IGB Group, recommend that you vote in favour of the resolution pertaining to the Proposal to be tabled at the EGM. 7. EXTRAORDINARY GENERAL MEETING The Notice convening the EGM to vote the resolutions is set out in this Circular. The EGM will be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur on Saturday, 29 June 2002 at a.m. for the purpose of considering and if thought fit, passing the resolution to give effect to the Proposed Shareholders Mandate. If you are unable to attend and vote in person at the EGM, you should complete and return the Form of Proxy in accordance with the instructions contained therein as soon as possible and in any event so as to arrive at the Registered Office of IGB at Penthouse Menara IGB, No. 1 The Boulevard, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur not later than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. The completion and return of the Form of Proxy will not preclude you from attending and voting at the EGM in person should you wish to do so. The Form of Proxy should be completed strictly in accordance with the instructions contained therein. 8. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of IGB who collectively and individually accept full responsibility for the accuracy of the information given and confirm that after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement misleading in this Circular. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 16

20 9. MATERIAL CONTRACTS Save as disclosed below, neither IGB nor any of its subsidiaries has entered into any material contracts, not being contracts entered into the ordinary course of business, within the two (2) years immediately preceding the date of this Circular:- Nature of Contract Date Parties Consideration Salient Terms Merger Agreement 25 July 2000 IGB, Tan & Tan Developments Berhad and Gold IS RM million An agreement to merge the property related businesses of IGB and Tan & Tan Developments Berhad which includes, amongst others, the following:- " Acquisition of the equity interest in Tan & Tan Developments Berhad by IGB from Gold IS for a purchase consideration of approximately RM million to be satisfied by RM50.0 million in cash, the issuance of 166,548,514 new ordinary shares of RM0.50 each in IGB ( IGB Shares ) at an issue price of RM2.50 per share and 178,444,836 1% irredeemable convertible preference shares of RM1.00 each in IGB ( ICPS 2002/2007 ) at par ( Acquisition ). " Bonus Issue of new IGB Shares to be credited as fully paid-up on the basis of one (1) new IGB Share for every two (2) IGB Shares held after the Acquisition. " Waiver for Gold IS and persons acting in concert with Gold IS from undertaking a mandatory take-over offer to acquire all the remaining IGB Shares not already owned by them pursuant to the Acquisition ( Waiver ). " Increase in the authorised capital of IGB from RM1,000,000,000 comprising of 2,000,000,000 IGB Shares to RM1,200,000,000 comprising 2,000,000,000 IGB Shares and 200,000,000 ICPS 2002/2007. " Amendments to the Articles of Association of IGB " Amendments to the Bye-Laws of IGB s Employees Share Option Scheme. Share Sale Agreement 30 October 2000 IGB and Perbadanan Kemajuan Negeri Selangor, the existing two (2) shareholders of Bistari Corporation Sdn. Bhd. with Le Premiere Sdn. Bhd. RM38,350,055 Disposal of the entire shareholding in Bistari Corporation Sdn. Bhd. in favour of Le Premiere Sdn. Bhd. 17

21 Nature of Contract Date Parties Consideration Salient Terms Memorandum of Agreement 17 July 2001 IGB, Tan & Tan Developments Berhad and Gold IS - To extend the time to procure the satisfaction of the Conditions Precedent (as defined in the above-mentioned Merger Agreement) by a period of six (6) months from 25 July 2001 and that consequentially the Condition Date (as defined in the above-mentioned Merger Agreement) shall be deemed to be amended to be a date falling 18 months (or the next market day if such date is not a market day) from the date of the above-mentioned Merger Agreement or such other date as may be agreed in writing between the parties of the above-mentioned Merger Agreement. Bidder s Statement (Conditional Take-over Offer) 21 September 2001 IGB and Reco Bay Pte. Ltd. A$55,672,120 Reco Bay Pte. Ltd. to acquire IGB s entire shareholding of 33,740,679 ordinary shares of A$1.00 each in Ipoh Limited. Disposal of Shares 13 November 2001 IGB and Intercontinental Aviation Services Sdn. Bhd. RM23.55 million Disposal of the parties entire shareholding of 24,028,000 Tan & Tan Developments Berhad s shares via open market. 10. MATERIAL LITIGATION, CLAIMS OR ARBITRATION Save as disclosed below, neither IGB nor any of its subsidiaries is engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Board is not aware of any proceedings pending or threatened against IGB or any of its subsidiaries or of any facts likely to give rise to any proceedings which might materially affect the financial position and business of IGB or any of its subsidiaries:- (i) IGB and Global Carriers Property Sdn. Bhd. ( Global Carriers ) An originating summons No. S dated 28 May 2001 ( Originating Summons ) was instituted by Plaza Pekeliling Management Corporation ( PPMC ), ( Plaintiff ) in the High Court at Kuala Lumpur against IGB and Global Carriers ( Defendants ). The Originating Summons was served on IGB on 18 June In this case, IGB was the developer of the strata development now known as Plaza Pekeliling, Jalan Tun Razak, Kuala Lumpur ( Plaza Pekeliling ). Upon sub-division of the said building, IGB was registered as the registered proprietors of the several strata parcels in the Tower Block (Block F) Plaza Pekeliling (including AHU rooms, the toilets, the risers, the rooftop but excluding a portion of the 1 st Floor) together with the car park known as M1/B1-B2 (hereinafter collectively referred to as the Property ). By a sale and purchase agreement dated 8 January 1997 made between IGB of the one part and Global Carriers of the other part ( SPA ), IGB had in exercise of its proprietory rights agreed to sell and Global Carriers had agreed to purchase the Property at the purchase price of RM49,260,400 only and upon the terms and conditions contained therein. Pursuant to the Strata Titles Act, 1985, the Plaintiff was established upon the sub-division of the Plaza Pekeliling. The Plaintiff is seeking the following declarations from the High Court:- 18