We refer to our announcements on 21 May 2013, 23 May 2013, 27 May 2013, 19 August 2013, 20 November 2013, 16 May 2014, 26 November 2014, 23 September 2016, 10 December 2018, 29 March 2021 and 31 January 2022 respectively in relation to the JVA.

Further to SBC’s announcement on 31 January 2022 in relation to the variation of the Fourth Tranche and Fifth Tranche of the JVA, both SBC and Suria Capital have agreed to enter into an amended and restated agreement (“ARA”) to amend and restate the payment terms concerning Suria Capital’s entitlement from the Jesselton Quay (“JQ”) Project. The variation being agreed was with the intention to sync and match the payments to Suria Capital pursuant to the JVA against the revised project development timeline of the JQ Project following the global COVID-19 pandemic.

The Board of SBC wishes to announce both SBC and Suria Capital have on 30 November 2022 agreed to enter into the ARA to further vary the Suria Capital’s entitlement based on the revised project development timeline of the JQ Project. The salient changes in the ARA are as follows:-

1. Parties acknowledge that following the subdivision of the development land involving the JQ Project into Parcel A and Parcel B, the payment of Suria Capital Entitlement by Jesselton Quay Properties Sdn. Bhd. ("JQPSB") to  Suria will be based on the development undertaken on both Parcel A and B respectively.

2. Parties agree that Suria Capital’s entitlement involving Parcel B has been fulfilled based on the cash and in-kind payment received by Suria Capital from JQPSB, while Suria Capital’s entitlement involving Parcel A will be settled by cash RM32 million and in-kind RM174 million. The manner of payment is as follows:-

   a. RM1 million upon the date of ARA
   b. RM10 million by 31 December 2023 and 2024 respectively
   c. RM11 million by 31 December 2025
   d. RM100 million progress billing by 31 December 2026
   e. RM74 million progress billing by 31 December 2027

3. Additional entitlement in-kind of RM24 million to Suria Capital for agreeing to vary the mode and manner of the original payment milestones of the JVA.

4. Provide additional security in the form of sequential bank guarantee to secure the cash payment of RM31 million.

5. Provide additional security in the form of a piece of land owned by SBC to secure Suria Capital’s entitlement.

6. To complete the entire Parcel A on best effort basis by year 2030. Notwithstanding of the foregoing, at the very least use best efforts to launch all phases by 1 January 2032.

The Board of SBC having taken into consideration all aspects, is of the opinion that the salient changes in the ARA are in the best interest of the Company in ensuring the successful completion of JQ Project during this challenging time.

This announcement is dated 30 November 2022.