Reference is made to the Company's audited financial statements for the financial year ended 31 December 2022 and announcement made on 1 December 2023.

1. INTRODUCTION

The Board of Directors of CBHB wishes to announce that its wholly-owned subsidiary, Crest Builder International Sdn. Bhd. [Registration no. 200401005938 (644441-T)] (“CBISB”) had on 1 December 2023 acquired an additional 49% equity interest in its subsidiary, Unitapah Sdn. Bhd. [Registration no. 200901003738 (846665-X)] (“USB”) comprising 490,000 ordinary shares (“USB Shares”) from Detik Utuh Sdn. Bhd. [Registration no. 200601002817 (722565-A)] (“Detik Utuh”) for a cash consideration of RM43,610,000.00 (Ringgit Malaysia:  Forty-Three Million Six Hundred and Ten Thousand only) (“Acquisition”).

2. DETAILS OF THE ACQUISITION

2.1 Information of Concession Arrangement Held by USB

USB had entered into a concession agreement with the Government of Malaysia and Universiti Teknologi MARA (“UiTM”) on 4 May 2010 to design, develop, construct the Facilities and Infrastructure and to perform the maintenance works for a period of 23 years comprising 3 years of construction works and 20 years of maintenance works (“Maintenance Period”). The construction works commenced on 19 January 2011 and completed on 18 January 2014. Following the construction's completion, the Maintenance Period began immediately and continued for the agreed-upon 20 years. Upon expiry of the concession period, the Group is required to handover the Facilities and Infrastructure at no cost to UiTM, except for fair wear and tear, in a well-maintained condition. The concession is non-renewal beyond the stipulated period.

2.2 Information of USB

USB was incorporated in Malaysia on 13 February 2009, having its registered address at No. 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 Kuala Lumpur.

The issued and fully paid up ordinary share capital of USB is RM1,000,000.00 comprising 1,000,000 ordinary shares.

USB is principally engaged as a concession holder.

2.3 Summary of USB’s Financial Information

FY 2020          FY 2021         FY 2022

RM’000          RM’000          RM’000

Revenue                                                                          45,751             45,662             43,761

Profit Before Tax                                                              8,706               9,101               8,848

Net Profit Attributable to Operating Financial Asset       5,847               2,941               5,425

Carrying Amount of Operating Financial Asset           290,606           280,785           269,734

2.4 Information of CBISB

CBISB was incorporated in Malaysia on 4 March 2004, having its registered address at No. 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 Kuala Lumpur.

The issued and fully paid up ordinary share capital of CBISB is RM5,000,000.00 comprising 5,000,000 ordinary shares. CBISB is principally engaged in investment holding.

CBISB is a wholly-owned subsidiary of CBHB.

As at the financial year ended 31 December 2022, CBISB owns 51% equity interest in USB. Upon completion of the Acquisition, USB becomes a wholly-owned subsidiary of CBISB.

2.5 Information of Detik Utuh

Detik Utuh was incorporated in Malaysia on 27 January 2006, having its registered address at No. 32A, Jalan SG 1/5, Taman Sri Gombak, 68100 Batu Caves, Selangor.

The issued and fully paid up ordinary share capital of Detik Utuh is RM1,000,000.00 comprising 1,000,000 ordinary shares.

The directors of Detik Utuh are Datin Sri Rahayu Binti Dato’ Sri Haji Tajuddin and Haniff Bin Mahmood.

Detik Utuh shareholders and their respective shareholdings are as follows:

• Tindakan Juara Sdn. Bhd. (40%)
• Obata-Ambak Holdings Sdn. Bhd. (35%)
• Vignesh Naidu A/L Kuppusamy Naidu (25%)

For the ultimate ownership structure of Detik Utuh:

• Tindakan Juara Sdn. Bhd. shareholders and their shareholdings (in percentage) are Datin Sri Hjh Rohkiah Binti Abd Samat (35%), Datin Sri Rahayu Binti Dato’ Sri Haji Tajuddin (35%), and Firdaus Bin Dato’ Sri Haji Tajuddin (30%).

• Obata-Ambak Holdings Sdn. Bhd. shareholders and their shareholdings (in percentage) are Noor Asiah Binti Mahmood (40%), Hanizah Binti Mohamed Hussein (20%), Raezal Bin Mohamed Hussein (20%), and Raymee Bin Mohamed Hussein (20%).

The shareholding of the relevant parties in CBHB as of 30 June 2023 is as follows:

• Datin Sri Rahayu Binti Dato’ Sri Haji Tajuddin (director of Detik Utuh): 925,600 shares (0.57%)
• Obata-Ambak Holdings Sdn. Bhd. (shareholder of Detik Utuh): 343,100 shares (0.21%)
• Vignesh Naidu A/L Kuppusamy Naidu (shareholder of Detik Utuh): 500,000 shares (0.31%)

2.6 Liabilities to be Assumed

The USB Shares acquired pursuant to the Acquisition were acquired free and clear of all liens, charges and claim of any kind of restrictions whatsoever in nature and ranked pari passu in all respect with the existing shares of USB.

CBHB is not expected to assume any liabilities arising from the Acquisition, including contingent liabilities and guarantees.

2.7 Source of Funding

The Acquisition was primarily financed based on the balance proceeds from Sukuk Murabahah, reflecting the strategic allocation of funds from this financial instrument to facilitate the acquisition of the remaining equity interest in USB.

3. SALIENT TERMS OF THE SSA

CBISB had on 15 December 2014 entered into a conditional Share Sale Agreement (“SSA”) with Detik Utuh, outlining the following salient terms:

3.1 Payment and Terms and Conditions

• Detik Utuh, as the vendor, has agreed to sell its shares, and CBISB, as the purchaser, has agreed to acquire the said shares for a total purchase consideration of RM43,610,000.00 based on a "willing-buyer-willing-seller" arrangement, subject to the terms and conditions as contained in the SSA.

• The consideration of the share sale shall be paid within seven (7) days from the receipt of Sukuk Murabahah issuance proceeds by CBISB.

• Detik Utuh shall forthwith release all control as a shareholder of USB and relinquish all its rights over the company by delivering undated valid and registrable instruments of transfer duly executed in favour of CBISB.

• In the event that Detik Utuh fail, refuse and/or neglect to complete the share sale transaction herein in the manner provided for in the SSA, CBISB shall be entitled (a) to terminate the Agreement by notice in writing to Detik Utuh and upon termination, Detik Utuh shall refund all monies paid by CBISB under the SSA within seven (7) days from the date of the notification of the termination; or (b) to seek the relief of damages and specific performance against Detik Utuh to complete the sale and purchase transaction herein.

3.2 Completion

The completion shall take place no later than fourteen (14) days ​after the Government Consent has been obtained.

3.3 Documents Available for Inspection

The SSA is available for inspection at CBHB’s registered office at No. 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

4. Basis and Justification for Arriving at the Purchase Consideration

The purchase consideration for USB Shares is determined based on a combination of methods, including the willing-buyer-willing-seller basis and an assessment of future discounted cash flows of USB. The evaluation encompasses a comprehensive analysis to arrive at a fair and justifiable price reflective of USB's intrinsic value and its potential for generating future cash flows.

The valuation of USB's 49% equity interest amounting to RM43.61 million is determined based on future discounted cash flows ("FDCF") method. The key assumptions used in the FDCF method include, amongst others, a discount rate (pre-tax) of 16.06%, a 20-year duration and a terminal value of RM Nil. The purchase consideration is in alignment with the FDCF valuation, with no significant premium or discount applied.

5. FINANCIAL EFFECTS

5.1 Share Capital and Shareholdings of the Substantial Shareholders

The Acquisition will not have any effect on the issued share capital of CBHB and substantial shareholders’ shareholdings.

5.2 Net Assets (“NA”) and NA per Share

The Acquisition is expected to contribute positively to the NA and NA per share attributable to owners of the Group for the financial year ending 31 December 2023.

5.3 Earnings and Earnings per Share

The Acquisition is expected to contribute positively to the earnings and earnings per share attributable to owners of the Group for the financial year ending 31 December 2023 and onwards.

5.4 Gearing

As of 31 December 2022, CBHB Group held non-controlling interest (“NCI”) in USB totalling RM24,284,765.00. Following the Acquisition, the NCI will be reclassified and incorporated into the enlarged retained earnings of the Group. Consequently, the anticipated increase in the NA attributable to the owners of the Group is expected to have a positive impact on the gearing of the CBHB Group for the financial year ending 31 December 2023.

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ AND/OR PERSON CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS

As far as the Directors of the Company are aware, none of the Directors and/or Major Shareholders of CBHB and/or any persons connected to the Directors and/or Major Shareholders of CBHB have any interest, direct or indirect in the Acquisition.

7. RATIONALE FOR THE ACQUISITION

The Acquisition enabled CBISB to wholly own USB which will facilitate CBHB Group’s strategy to strengthen its future earnings base and enhance its cash flow arising from the concession arrangement.

7.1 Prospects of USB

The concession arrangement has an 11-year Maintenance Period remaining, which will end in 2034. With full ownership by CBISB, the Group stands to benefit from the entirety of stable income and profits generated by USB.

8. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of CBHB, having considered all aspects of the Acquisition, including but not limited to the basis of the purchase consideration, rationale, prospects and financial effects of the Acquisition, is of the opinion that the Acquisition is:

• in the best interest of CBHB; and

• fair, reasonable and on normal commercial terms.

9. RISK FACTORS

Save for the normal business risk, changes in political, economic and regulatory conditions in Malaysia and financing risk, the Board of Directors of CBHB is unaware of any risk arising from the Acquisition which could materially or adversely affect the financial and operational conditions of CBHB Group.

10. PERCENTAGE RATIOS

Based on the audited consolidated financial statements of CBHB for the financial year ended 31 December 2022, the highest percentage ratio applicable to the Acquisition pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements is the aggregate value of the Purchase Price over the NA attributable to the owners of the Group, which amounts to approximately 12.6%.

11. APPROVALS REQUIRED AND EXPECTED TIMEFRAME FOR COMPLEITON

Following the execution of the SSA in 2014, Unit Kerjasama Awam Swasta (UKAS) imposed several conditions periodically. As of 2023, all imposed conditions have been duly fulfilled. The transaction concluded subsequent to the successful registration of shares with the Suruhanjaya Syarikat Malaysia on 1 December 2023.

The Acquisition is not subject to the approval of shareholders of CBHB.

This announcement is dated 6 December 2023.