1. Introduction

The Board of Directors of Bonia Corporation Berhad (“Bonia” or “the Company”) wishes to announce that the Company had on 19 December 2012 carried out an internal restructuring whereby Bonia has disposed of its entire equity interest in the following subsidiaries to SBG Holdings Sdn Bhd (“SBG”), a wholly-owned subsidiary of the Company for a total consideration of RM24,831,113, to be satisfied by SBG via an allotment and issuance of 24,831,113 new ordinary shares of RM1.00 each in SBG at an issue price of RM1.00 per new ordinary share credited as fully paid to Bonia. (“Group Internal Restructuring”):-

2. Information on SBG

SBG was incorporated in Malaysia under the Companies Act, 1965 on 26 November 2012 as an investment holding company. The authorised share capital of SBG is RM25 million divided into 25 million shares of RM1 each and the issued and paid-up capital is RM2 divided into 2 ordinary shares of RM1 each wholly-owned by Bonia.

3. Details of the Group Internal Restructuring

The Company had entered into a Share Sale Agreement (“SSA”) with SBG in respect of the disposal of its entire equity interests in SBL, SBB, SBF and SBI to SBG.

Upon completion of the Group Internal Restructuring, SBG, with its enlarged issued and paid-up capital of RM24,831,115 wholly-owned by Bonia, shall become the holding company of SBL, SBB, SBF and SBI.

4. Rationale of the Group Internal Restructuring

The Group Internal Restructuring is undertaken as part of the plan to reorganise and realign the businesses and operational management of the Bonia Group.

5. Disposal Consideration

The Disposal Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration:-

(i)          the net tangible assets of SBL, SBB, SBF as at 30 June 2012, and

(ii)         the nominal value of SBI (duly incorporated on 30 July 2012).

6. Effects of the Group Internal Restructuring

The Group Internal Restructuring will not have any material impact on the share capital, earnings and net assets of the Company for the financial year ending 30 June 2013.

7. Approvals Required

The Group Internal Restructuring is not subject to any regulatory and/or shareholders’ approvals save for the Inland Revenue Board (Stamp Duty Office) of Malaysia for stamp duty exemption with regards to the transfer of the SBL, SBB, SBF and SBI shares from Bonia to SBG.

8. Interests of Directors’, Major Shareholders and Persons Connected

None of the Directors and to the best knowledge of the Directors, none of the major shareholders or person connected to them has any interest, direct or indirect in the Group Internal Restructuring.

9. Statement by Directors

Having considered all relevant aspects of the Group Internal Restructuring, the Board of Directors of Bonia is of the opinion that the Group Internal Restructuring is in the best interest of the Bonia Group.

10. Documents for Inspection

A copy each of the SSA is available for inspection at the Company’s registered office at Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya, Selangor Darul Ehsan during normal business hours on any weekday (except for public holidays) for a period of three(3) months from the date hereof.

This announcement is dated 20 December 2012.