SBC COPRPORATION BERHAD (SBC) JOINT VENTURE AGREEMENT ENTERED INTO BY GOLDHILL ACHIEVER SDN. BHD.

(GASB), A 50% OWNED COMPANY OF PJX PROPERTY SDN. BHD. (PPSB)

1.

INTRODUCTION The Board of Directors of SBC wishes to announce that GASB (Developer), a 50% owned company of PPSB, which in turn is a wholly-owned subsidiary of SBC, had on 24th February, 2012 entered into a Joint Venture Agreement (JVA) with Chin Yoke Chung, Patrick (NRIC No. 451211-10-5375) (the Proprietor).

2.

SALIENT FEATURES OF JVA (a) The Proprietor is the registered owner of that all that piece of freehold land measuring approximately 1,852 square metres in area held under GRN 7647, Lot 40441, Mukim of Kuala Lumpur, District of Kuala Lumpur with its postal address at No. 6, Jalan Kapas, Bukit Bandaraya, 59100 Kuala Lumpur ( No. 6 Land). The Developer itself is the proprietor of or has acquired that piece of land directly adjacent to the No. 6 Land, i.e. all that piece of land held under GRN 7649, Lot 40443, Mukim Kuala Lumpur, District of Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur measuring approximately 2,050 square meters together with a double storey bungalow erected thereon, bearing the postal address of No. 4, Jalan Kapas, Bukit Bandaraya, 59100 Kuala Lumpur (No. 4 Land). The Developer has proposed to develop No. 4 Land and No. 6 Land together as an integrated residential development (the Development). The Proprietor agrees to appoint the Developer to undertake the finance, management, construction, development and sale of the Development in relation to the whole of the No. 6 Land for which the Proprietor shall be entitled to the sum of Ringgit Malaysia Eleven Million Two Hundred Fifty Thousand (RM11,250,000.00) (the Proprietors Entitlement) only, to be satisfied by an allocation representing a fair and even distribution of locations, intermediate and corner type, designs, of the Units in the Development and determined in the following manner :(i) The Official Sales launch prices shall be used for the purposes of determining the value of Units comprising the Proprietors Entitlement.

(b)

(c)

(d)

(ii)

The Developer shall allow the Proprietor to first choose the relevant Proprietors Entitlement Units based on the above principles. In the event of dispute, the allocation of the Proprietors Entitlement Units shall be by way of ballot. All of the Proprietors Entitlement Units shall be delivered to the Proprietor, free from encumbrances.

(iii)

(e)

The Developer shall undertake the Development at its own cost and expenses and shall be entitled to all the sale proceeds from the Development less the Proprietors Entitlement.

INFORMATION ON THE PROPRIETOR The Proprietor is a director of GASB holding 1 ordinary share of RM1.00 each fully paid up representing 50% equity interest in the capital of GASB.

4.

RATIONALE FOR THE DEVELOPMENT The Development is in line with the ordinary course of business of the SBC Group which is the property development and property management.

5.

RISKS FACTORS The general inherent risks with the property development business are the difficulties in obtaining the relevant approvals from the relevant authorities such as conversion of the category of land use of the No. 6 Land to that of a proper land use category, the uncertainty of future demand due to economic condition and increase in the costs of building materials and labours.

6.

FINANCIAL EFFECTS OF THE DEVELOPMENT (a) Share capital and shareholdings of substantial shareholders. The Development will not have any effect on the share capital of SBC or the shareholding of the substantial shareholders of SBC as it does not involve any issuance of SBC shares. (b) On earnings, net assets and gearing. The Development is not expected to have any material effect on the earnings, net assets and gearing of the SBC Group for the financial year ending 31 March 2012. However, barring any unforeseen circumstances, the Development is expected to improve SBC Group's earnings in the longer term.

7.

APPROVAL The Development is not subject to SBC shareholders' approval.

8.

DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the directors and major shareholders of SBC and its subsidiaries or persons connected to them, have any interest, direct or indirect, in the Development.

9.

DIRECTORS STATEMENT The Board of Directors of SBC is of the opinion that the terms and conditions of the JVA are fair and reasonable and the Development is in the best interest of the SBC Group.

10. DOCUMENT FOR INSPECTION The JVA is available for inspection at the registered office of SBC at Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur during normal office hours from Monday to Friday (except public holiday) for a period of 3 months from the date of this announcement. This announcement is dated 24th February, 2012.