TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTION ACQUISITION OF EQUITY INTEREST FROM RH CAPITAL

L LIMITED
SUBUR TIASA HOLDINGS BERHAD Type Subject Description Announcement TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTION ACQUISITION OF EQUITY INTEREST FROM RH CAPITAL LIMITED

Introduction Subur Tiasa Holdings Berhad (STHB or the Company) wishes to announce that STHB had on 24 December 2013 acquired 10,600,000 ordinary shares in RH Petrogas Limited (RHP) (Sale Shares), representing 1.45% of the total equity interests in RHP, from the related party, RH Capital Limited (RHC) for a total cash consideration of Ringgit Malaysia Sixteen Million Seven Hundred Fifteen Thousand Two Hundred Fifty Seven Only (RM16,715,257) (equivalent to SGD6,466,000) [Acquisition]: (1) Information on RHP and RHC RHP was listed on Singapore Stock Exchange. RHC was incorporated on 15 November 2010 in Labuan and has its registered office at Level 15B, Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Labuan F.T., Malaysia. Currently, the business activity carried out by RHC is investment holding. The directors and substantial shareholders of RHC and their respective shareholdings are as follows: Name Shareholding (Direct) No. of ordinary share Director and Substantial shareholder: % Shareholding (Deemed) No. of ordinary % share

Tan Sri Datuk Sir Tiong Hiew King Tiong Chiong Ong

1,500,000 50%

Nil Nil

1,500,000 50%

Nil Nil

(2)

Basis of purchase consideration and source of funding The purchase consideration of RM16,715,257 (Purchase Consideration) was arrived at based on willing-buyer willing-seller taking into consideration the closing price of the Sale Shares as at 19 December 2013. The Purchase Consideration shall be funded by utilising internal generated funds.

(3)

Effect of the Acquisition The Acquisition is not expected to have a material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders shareholding of the Company.

(4)

Prospects and risk factors STHB is of the view that the prospects of the Acquisition is positive and manageable. STHB does not envisage any specific risk to be associated with the Acquisition except for typical equity investment risk. Particulars of all liabilities including contingent liabilities and guarantees to be assumed by the Company, arising from the Acquisition There is no liability including contingent liability to be assumed by the Company, arising from the Acquisition. Original cost of investment of the Sale Shares and the date of such investment The Sale Shares were acquired by RHP on 13 August 2012 for a total consideration sum of RM12,899,232 (equivalent to SGD5,215,200). Whether the Acquisition is subject to the approval of shareholders and the relevant government authorities and the estimated time frame for submission of the application to the relevant authorities

(5)

(6)

(7)

The Acquisition is not subject to the approval of the shareholders and the relevant government authorities. (8) The nature and extent of the interests of the directors and/or major shareholder YBhg. Tan Sri Datuk Sir Tiong Hiew King is the major shareholder of STHB and also a director and shareholder of RHC. YBhg. Tan Sri Datuk Sir Tiong Hiew King is also the father of STHBs Managing Director, YBhg. Dato Tiong Ing and a brother to STHBs Non Executive Chairman, Mr. Tiong Kiong King. Mr. Tiong Chiong Ong is the son of YBhg. Tan Sri Datuk Sir Tiong Hiew King. He is also the brother of YBhg. Dato Tiong Ing and a nephew to Mr. Tiong Kiong King. Save for the above, none of the directors or major shareholders of STHB or persons connected with them has any interest, direct or indirect, in the Acquisition. (9) Rationale for the Acquisition including any benefit which is expected to accrue to STHB as a result of the Acquisition The Acquisition is for potential growth prospects of RHP and potential appreciation in share value of RHP. (10) The relevant documents for Acquisition and the time and place where the documents may be inspected The relevant documents in connection therewith are available for inspection at the registered office of STHB at No. 66-78, Pusat Suria Permata, Jalan Upper Lanang, C.D.T. 123, 96000 Sibu, Sarawak during normal business hours, for a period of three (3) months from the date of this announcement. (11) The date on which the terms of the Acquisition were agreed upon The terms of the Acquisition were agreed upon on 24 December 2013. (12) Statement by the Audit Committee Having considered the rationale and all other aspects of the Acquisition, the

Audit Committee of STHB were of the opinion that the Acquisition is in the best interests of the STHB Group and the terms of the Acquisition is fair, reasonable and on normal commercial terms and hence not detrimental to the interest of the minority shareholders. (13) Statement by the Board of Directors Having considered the rationale and all other aspects of the Acquisition and on the recommendation made by the Audit Committee, the Board of Directors of STHB were of the opinion that the Acquisition is in the best interests of the STHB Group. (14) Estimated timeframe for completion of the Acquisition The Acquisition is estimated to be completed by January 2014. (15) Highest percentage ratio of the Acquisition The highest percentage ratio applicable to the Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 2.51%. (16) Total amount transacted with RHC for the preceding twelve (12) months There was no transaction with RHC for the preceding 12 months. This announcement is dated 24 December 2013.

Announcement Info Company Name Stock Name Date Announced Category Reference No SUBUR TIASA HOLDINGS BERHAD SUBUR 24 Dec 2013 General Announcement CC-131223-56308