Information Memorandum - Tropicana Corporation Berhad PDF

Strictly Private & Confidential
TROPICANA CORPORATION BERHAD

(Registration No. 197901003695 (47908-K))
INFORMATION MEMORANDUM
IN RELATION TO THE ISSUANCE OF ISLAMIC MEDIUM TERM NOTES
UNDER AN ISLAMIC MEDIUM TERM NOTES PROGRAMME OF UP TO RM1.5
BILLION IN NOMINAL VALUE BASED ON THE SHARIAH PRINCIPLES OF
WAKALAH BI AL-ISTITHMAR AND MURABAHAH (VIA TAWARRUQ
ARRANGEMENT) BY
LEAD ARRANGER AND PRINCIPAL ADVISER
(REGISTRATION NO. 200801006421 (807705-X))

JOINT LEAD MANAGERS
(REGISTRATION NO. 197401001266 (REGISTRATION NO. 197001000928

(18417-M)) (10209-W))
(REGISTRATION NO. 200801006421 (REGISTRATION NO. 197301002412

(807705-X)) (15938-H))
This Information Memorandum is dated 19 May 2020

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STRICTLY CONFIDENTIAL – DO NOT FORWARD
ATTACHED IS AN ELECTRONIC COPY OF THE INFORMATION MEMORANDUM DATED 19 MAY 2020

(“INFORMATION MEMORANDUM”), IN RELATION TO THE ISSUANCE OF ISLAMIC MEDIUM TERM NOTES UNDER
THE SHARIAH PRINCIPLES OF WAKALAH BI AL-ISTITHMAR AND MURABAHAH (VIA TAWARRUQ ARRANGEMENT)
(“SUKUK WAKALAH”) PURSUANT TO AN ISLAMIC MEDIUM TERM NOTES PROGRAMME OF UP TO RM1. 5 BILLION
IN NOMINAL VALUE (“SUKUK WAKALAH PROGRAMME”) BY TROPICANA CORPORATION BERHAD
(REGISTRATION NO. 197901003695 (47908-K)) (“ISSUER”).
BY OPENING AND ACCEPTING THIS ELECTRONIC TRANSMISSION CONTAINING THE INFORMATION

MEMORANDUM, THE RECIPIENT AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS BELOW. IF YOU
DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, PLEASE DELETE THIS ELECTRONIC TRANSMISSION
IMMEDIATELY.
THE INFORMATION MEMORANDUM IS STRICTLY CONFIDENTIAL AND ANY DISTRIBUTION OF THE INFORMATION
MEMORANDUM WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER, THE LEAD ARRANGER (“LA”) AND
THE JOINT LEAD MANAGER(S) (“JLMs”) IS UNAUTHORISED. THE PERSON RECEIVING THIS ELECTRONIC
TRANSMISSION FROM THE ISSUER, THE LA, THE JLMs AND ITS/THEIR RESPECTIVE AGENTS IS PROHIBITED
FROM DISCLOSING THE INFORMATION MEMORANDUM, ALTERING THE CONTENTS OF THE INFORMATION
MEMORANDUM OR FORWARDING A COPY OF THE INFORMATION MEMORANDUM OR ANY PORTION THEREOF
BY ELECTRONIC MAIL OR OTHERWISE TO ANY PERSON.
THE INFORMATION MEMORANDUM IS NOT A PROSPECTUS AND HAS NOT BEEN REGISTERED NOR WILL IT BE
REGISTERED AS A PROSPECTUS UNDER THE CAPITAL MARKETS AND SERVICES ACT, 2007 AS AMENDED FROM
TIME TO TIME (“CMSA”). AT THE POINT OF ISSUANCE, THE SUKUK WAKALAH MAY ONLY BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF DIRECTLY OR INDIRECTLY TO A PERSON TO WHOM AN OFFER
FOR SUBSCRIPTION OR PURCHASE OF, OR INVITATION TO SUBSCRIBE FOR OR PURCHASE THE SUKUK
WAKALAH AND TO WHOM THE SUKUK WAKALAH ARE ISSUED WOULD FALL WITHIN PART I OF SCHEDULE 6
AND PART I OF SCHEDULE 7, READ TOGETHER WITH SCHEDULE 9 OF THE CMSA, SUBJECT TO ANY CHANGE IN
THE APPLICABLE LAWS. THEREAFTER, THE SUKUK WAKALAH MAY ONLY BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF DIRECTLY OR INDIRECTLY TO A PERSON AN OFFER FOR SUBSCRIPTION OR
PURCHASE OF, OR INVITATION TO SUBSCRIBE FOR OR PURCHASE THE SUKUK WAKALAH AND TO WHOM THE
SUKUK WAKALAH ARE ISSUED WOULD FALL WITHIN PART I OF SCHEDULE 6, READ TOGETHER WITH
SCHEDULE 9 OR SECTION 257(3) OF THE CMSA, SUBJECT TO ANY CHANGE IN THE APPLICABLE LAWS.
THIS TRANSMISSION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THE SUKUK WAKALAH IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE LAWS OF SUCH JURISDICTIONS.
TRANSMISSION OVER THE INTERNET MAY BE SUBJECT TO INTERRUPTIONS, TRANSMISSION BLACKOUT,

DELAYED TRANSMISSION DUE TO INTERNET TRAFFIC, INCORRECT DATA TRANSMISSION DUE TO THE PUBLIC
NATURE OF THE INTERNET, DATA CORRUPTION, INTERCEPTION, UNAUTHORISED AMENDMENT, TAMPERING,
VIRUSES OR OTHER TECHNICAL, MECHANICAL OR SYSTEMIC RISKS ASSOCIATED WITH INTERNE T
TRANSMISSIONS. THE ISSUER, THE LA, THE JLMs OR ITS/THEIR RESPECTIVE AGENTS HAVE NOT ACCEPTED
AND WILL NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR ANY SUCH INTERRUPTION,
TRANSMISSION BLACKOUT, DELAYED TRANSMISSION, INCORRECT DATA TRANSMISSION, DATA CORRUPTION,
INTERCEPTION, AMENDMENT, TAMPERING OR VIRUSES OR ANY CONSEQUENCES THEREOF WHICH MAY
RESULT IN A DIFFERENCE BETWEEN THE INFORMATION MEMORANDUM DISTRIBUTED TO YOU IN ELECTRONIC
FORMAT AND THE HARD COPY VERSION AVAILABLE TO YOU ON REQUEST FROM US.
THE FOREGOING IS IN ADDITION TO AND WITHOUT PREJUDICE TO ALL OTHER DISCLAIMERS AND
AGREEMENTS WHICH A RECIPIENT OF THE INFORMATION MEMORANDUM SHALL BE DEEMED TO HAVE
AGREED TO OR BE BOUND BY AS PROVIDED IN THE INFORMATION MEMORANDUM.
IMPORTANT NOTICE
RESPONSIBILITY STATEMENTS
This Information Memorandum dated 19 May 2020 (“Information Memorandum”) has

been approved by the directors of Tropicana Corporation Berhad (Registration No.
197901003695 (47908-K)) (“TCB” or the “Issuer”) and they collectively and individually
accept full responsibility for the accuracy of the information given and confirm that, after
having made all reasonable enquiries in the circumstances, and to the best of their
knowledge, information and belief, there are no false or misleading statements or other
material facts the omission of which would make any statement in this Information
Memorandum false or misleading and that there are no material omissions in this
Information Memorandum.
The opinions and intentions expressed in this Information Memorandum in relation to the
Issuer are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions and there are no other facts in relation to the
Issuer or the Sukuk Wakalah Programme (as defined in this Information Memorandum) the
omission of which would, in the context of any issuance of Sukuk Wakalah (as defined in
this Information Memorandum), make any statement in this Information Memorandum
misleading in any material respect and all reasonable enquiries have been made by the
Issuer to ascertain such facts and to verify the accuracy of all such information and
statements. No representation or warranty, expressed or implied, is made such that the
information remains unchanged in any respect as of any date or dates after those stated
herein, with respect to any matter concerning the Issuer or any statement made in this
Information Memorandum. The Issuer and its board of directors accept full responsibility
for the information contained in this Information Memorandum.
GENERAL STATEMENTS OF DISCLAIMER
This Information Memorandum is provided on a confidential basis to potential investors for

the sole purpose of assisting them to decide whether to subscribe for or purc hase the
Islamic medium term notes issued under the Shariah principles of Wakalah Bi Al-Istithmar
and Murabahah (via Tawarruq arrangement) (“Sukuk Wakalah”) pursuant to an Islamic
medium term notes programme of up to RM1.5 billion in nominal value by the Issuer
("Sukuk Wakalah Programme ").
At the point of issuance of the Sukuk Wakalah, the Sukuk Wakalah may not be issued,
offered, sold, transferred or otherwise disposed of, directly or indirectly, nor shall any
document or other material in connection therewith including this Information Memorandum
be distributed, in Malaysia to any person unless such issue, offer, sale, transfer or disposal
to such person qualifies as an excluded issue, excluded offer or excluded invitation under
Part I of Schedule 6 and Part I of Schedule 7 of the CMSA read together with Schedule 9
(or section 257(3)) of the CMSA, subject to any change in applicable laws.
Thereafter, the Sukuk Wakalah may not be issued, offered, sold, transferred or otherwise
disposed of, directly or indirectly, nor shall any document or other material in connection
therewith including this Information Memorandum be distributed, in Malaysia to any person
unless such issue, offer, sale, transfer or disposal to such person qualifies as excluded
offer or excluded invitation under Part I of Schedule 6 or section 229 (1)(b) of the CMSA
read together with Schedule 9 (or section 257(3)) of the CMSA, subject to any change in
applicable laws.
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No application is being made to list the Sukuk Wakalah on any stock excha nge, nor is any
such application contemplated.
This Information Memorandum shall not be, in whole or in part, reproduced or used for any
other purpose, or shown, given, copied to or filed with any other person including, without
limitation, any government or regulatory authority except with the prior written consent of
the Issuer or as required under Malaysian laws, regulations or guidelines.
The Issuer has authorised HSBC Amanah Malaysia Berhad (Registration No.
200801006421 (807705-X)) (“HSBC Amanah”) as the lead arranger (“LA”) and CIMB
Investment Bank Berhad (Registration No. 197401001266 (18417-M)) (“CIMB”), Hong
Leong Investment Bank (Registration No. 197001000928 (10209-W)) (“HLIB”), HSBC
Amanah and Maybank Investment Bank Berhad (Registration No. 197301002412 (15938-
H)) (“Maybank IB”) as the joint lead managers (“JLMs”), to distribute this Information
Memorandum. None of the information or data contained in this Information Memorandum
has been independently verified by the LA and/or any of the JLMs. Accordingly, no
representation, warranty or undertaking, express or implied, is given or assumed by the LA
and/or any of the JLMs as to the authenticity, origin, validity, accuracy or completeness of
such information and data or that the information or data remains unchanged in any respect
after the relevant date shown in this Information Memorandum.
The LA and the JLMs have not accepted and will not accept any responsibility for the
information and data contained in this Information Memorandum or otherwise in relation to
the Sukuk Wakalah Programme and shall not be liable for any consequences of reliance
on any of the information or data in this Information Memorandum, except as provided by
Malaysian laws. No person is authorised to give any information o r data or to make any
representation or warranty other than as contained in this Information Memorandum and,
if given or made, any such information, data, representation or warranty must not be relied
upon as having been authorised by the Issuer, the LA, the JLMs or any other person.
It is to be noted that although the Issuer has sought the advice of HSBC Amanah Malaysia
Berhad in its capacity as the Shariah adviser (“Shariah Adviser”) with regards to the
conformity of the Sukuk Wakalah and the structure and mechanism as described in the
Principal Terms and Conditions of the Sukuk Wakalah Programme with Shariah principles,
no representation, warranty or undertaking, express or implied, is given by the Issuer as to
Shariah permissibility of the structure or the issue and trading of the Sukuk Wakalah and
the Issuer, the LA, the JLMs and the Shariah Adviser shall not be liable for any
consequences of such reliance and/or assumption of any such compliance. Each recipient
should perform and is deemed to have consulted its own professional advisers and
obtained independent Shariah advice on the Shariah permissibility of the structure or the
issue and trading of the Sukuk Wakalah. Any non-compliance with Shariah principles may
have legal consequences.
The Sukuk Wakalah Programme has been accorded a final credit rating of A+is by
Malaysian Rating Corporation Berhad. A credit rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time by
the credit rating agency.
This Information Memorandum has not been and will not be made to comply with the laws
of any country (including its territories, all jurisdictions within that country and any
possession areas subject to its jurisdiction), other than Malaysia (“Foreign Jurisdiction”),
and has not been and will not be lodged, registered or approved pursuant to or under any
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legislation (or with or by any regulatory authorities or other relevant bodies) of any Foreign
Jurisdiction and it does not constitute an issue or offer or sale of, or an invitation to
subscribe for or purchase of the Sukuk Wakalah or any other securities of any kind by any
party in any Foreign Jurisdiction.
The distribution or possession of this Information Memorandum in or from certain

jurisdictions may be restricted or prohibited by law. Each recipient is required by the Issuer,
the LA and the JLMs to seek appropriate professional advice regarding, and to observe,
any such restriction or prohibition. Neither the Issuer, the LA nor any of the JLMs accepts
any responsibility or liability to any person in relation to the distribution or possession of
this Information Memorandum in or from any such Foreign Jurisdiction.
This Information Memorandum is not and is not intended to be a prospectus and has not
been registered or lodged under the laws of Malaysia or any Foreign Jurisdiction as a
prospectus. Unless otherwise specified in this Information Memorandum, the information
contained in this Information Memorandum is current as at the date hereof.
By accepting delivery of this Information Memorandum, each recipient agrees to the terms
upon which this Information Memorandum is provided to such recipient as set out in this
Information Memorandum, and further agrees and confirms that (a) it will keep confidential
all of such information and data, (b) it is lawful for the recipient to subscribe for or purchase
the Sukuk Wakalah under all jurisdictions to which the recipient is subject, (c) the recipient
has complied with all applicable laws in connection with such subscription or purchase of
the Sukuk Wakalah, (d) the Issuer, the LA and the JLMs and their respective affiliates,
directors, officers, employees, agents and professional advisers are not and will not be in
breach of the laws of any jurisdiction to which the recipient is subject as a result of such
subscription or purchase of the Sukuk Wakalah, and they shall not have any responsibility
or liability in the event that such subscription or purchase of the Sukuk Wakalah is or shall
become unlawful, unenforceable, voidable or void, (e) it is aware that the Sukuk Wakalah
can only be offered, sold, transferred or otherwise disposed of directly or indirectly in
accordance with the relevant selling restrictions and all applicable laws, (f) it has sufficient
knowledge and experience in financial and business matters to be capable of evaluating
the merits and risks of subscribing or purchasing the Sukuk Wakalah, and is able and is
prepared to bear the economic and financial risks of investing in or h olding the Sukuk
Wakalah, (g) it is subscribing for or accepting the Sukuk Wakalah for its own account, (h)
it is a person falling within one of the categories of persons specified in Part I of Schedule
6 and Part I of Schedule 7 of the CMSA read together with Schedule 9 (or Section 257(3))
of the CMSA, subject to any change in applicable laws at issuance and Part I of Schedule
6 or Section 229(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of
the CMSA, subject to any change in applicable laws thereafter and (i) the making of this
disclosure and general statement of disclaimer does not impose any continuing duty to
update or provide any information from time to time or at any time except as specifically
provided by law.
Each recipient is solely responsible for seeking all appropriate expert advice as to the laws
of all jurisdictions to which it is subject. For the avoidance of doubt, this Information
Memorandum shall not constitute an offer, issue or invitation to subscribe or purchase of
the Sukuk Wakalah in relation to any recipient who does not fall within item (h) above.
This Information Memorandum or any document delivered under or in relation to the issue,
offer and sale of the Sukuk Wakalah is not, and should not be construed as, a
recommendation by the Issuer, the LA, the JLMs or any other party to the recipient to
subscribe for or purchase the Sukuk Wakalah. This Information Memorandum is not a
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substitute for, and should not be regarded as, an independent evaluation and analysis and
does not purport to be all inclusive. Each issue of the Sukuk Wakalah will carry different
risks and all potential investors are strongly encouraged to evaluate each issue on its own
merit. Each recipient should perform and is deemed to have made its own independent
investigation and analysis of the Issuer, the Sukuk Wakalah and all other relevant matters,
and each recipient should consult its own professional advisers.
Neither the delivery of this Information Memorandum nor the offering, sale or delivery of
any Sukuk Wakalah shall in any circumstance imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Sukuk Wakalah Programme is correct as of any
time subsequent to the date indicated in the document containing the same. Neither the
LA nor any of the JLMs expressly undertake to review the financial condition or affairs of
the Issuer or its subsidiaries during the life of the Sukuk Wakalah or to advise any investor
in the Sukuk Wakalah of any information coming to their attention. The recipient of this
Information Memorandum or the potential investors should review, inter alia, the most
recently published documents incorporated by reference into this Information
Memorandum when deciding whether or not to purchase any Sukuk Wakalah.
This Information Memorandum includes certain historical information, estimates, or reports

thereon derived from sources mentioned in this Information Memorandum and other parties
with respect to the Malaysian economy, the material businesses in which the Issuer and
its subsidiaries operate and certain other matters. Such information, estimates, or reports
have been included solely for illustrative purposes. No representation or warranty is made
as to the accuracy or completeness of any information, estimate and or report thereon
derived from such and other third party sources.
Certain statements, information, estimates and reports in this Information Memorandum

are based on historical data, which may not be reflective of the future, and others are
forward-looking in nature and are subject to risks and uncertainties, including, among
others, the Issuer’s business strategy and expectation concerning its posi tion in the
Malaysian economy, future operations, growth prospects and industry prospects. While the
Board of the Issuer believe that these forward-looking statements are reasonable, these
statements are nevertheless subject to known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements to differ
materially from the future results, performance or achievements expressed or implied in
such forward-looking statements. In light of all this, the inclusion of forward-looking
statements in this Information Memorandum should not be regarded as a representation
or warranty by the Issuer that the plans and objectives of the Issuer will be achieved.
All discrepancies (if any) in the tables included in this Information Memorandum between
the listed amounts and totals thereof are due to, and certain numbers appearing in this
Information Memorandum are shown after, rounding. Where this Information Memorandum
contains or refers to a summary of a document or agreement, the summary is not meant to
be exhaustive. The contents of the summary may be subject to some other provisions in
the relevant document or agreement.
STATEMENTS OF DISCLAIMER BY THE SECURITIES COMMISSION MALAYSIA

(“SC”)
The endorsement of the SC’s Shariah Advisory Council was obtained on 9 April 2020 and
the lodgement pursuant to the LOLA Guidelines (as defined herein) in relation to the
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proposed issuance of the Sukuk Wakalah pursuant to the Guidelines on Unlisted Capital
Market Products under the Lodge and Launch Framework issued by the SC on 9 March
2015 (updated and effective on 15 June 2015 and revised on 28 April 2020) (“LOLA
Guidelines”) (“SC Lodgement”) has been made on 22 April 2020.
The issue, offer or invitation to subscribe or purchase of the Sukuk Wakalah is subject to
the fulfilment of various conditions precedent including without limitation the execution of
the agreements relating to the issuance of subsequent Tranches under the Sukuk Wakalah
Programme.
Each recipient of this Information Memorandum acknowledges and agrees that the SC
Lodgement shall not be taken to indicate that the SC recommends the subscription or
purchase of the Sukuk Wakalah. In accordance with the CMSA, a copy of this Information
Memorandum will be deposited with the SC, which takes no responsibility for its contents.
The SC shall not be liable for any non-disclosure on the part of the Issuer and assumes no
responsibility for the correctness or completeness of any statements made or opinions or
reports expressed or contained in this Information Memorandum.
EACH ISSUANCE OF THE SUKUK WAKALAH WILL CARRY DIFFERENT RISKS AND
ALL INVESTORS SHOULD EVALUATE EACH ISSUANCE OF THE SUKUK WAKALAH
BASED ON ITS MERITS AND RISKS. INVESTORS SHOULD RELY ON THEIR OWN
EVALUATION TO ASSESS THE MERITS AND RISKS OF THEIR INVESTMENT IN THE
SUKUK WAKALAH.
IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR

FINANCIAL, LEGAL AND OTHER ADVISERS BEFORE PURCHASING OR
SUBSCRIBING FOR THE SUKUK WAKALAH.
CONFIDENTIALITY
To the recipient of this Information Memorandum:
This Information Memorandum and its contents are strictly confidential and are made
strictly on the basis that it will remain confidential. Accordingly, this Information
Memorandum and its contents, or any information, which is made available in connection
with any further enquiries, must be held in complete confidence.
In the event that there is any contravention of this confidentiality undertaking or there is a
reasonable likelihood that this confidentiality undertaking may be contravened, the Issuer,
the LA and/or the JLMs may, at its discretion, apply for any remedy available to the Issuer,
the LA and/or the JLMs whether at law or equity, including without limitation, injunctions.
Each of the Issuer, the LA and/or the JLMs is entitled to fully recover from the contravening
party all costs, expenses and losses incurred and/or suffered. For the avoidance of doubt,
it is hereby deemed that this confidentiality undertaking shall be imposed upon the
recipient, the recipient’s professional advisors, directors, employees and any other persons
concerned with the Sukuk Wakalah and the Sukuk Wakalah Programme.
The recipient must return this Information Memorandum and all reproductions thereof
whether in whole or in part and any other information in connection therewith to the LA
and/or the JLMs promptly upon the LA and/or the JLMs’ request, unless that recipient
provides proof of a written undertaking satisfactory to the LA and/or the JLMs with respect
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to destroying these documents as soon as reasonably practicable after the said request
from the LA and/or the JLMs.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents issued from time to time after the date hereof shall be deemed to
be incorporated in, and to form part of, this Information Memorandum:-
1. the most recently published audited annual financial statements and, if

published later, the most recently published interim financial report of the
Issuer;
2. the most recently published annual report of the Issuer;
3. all supplements or amendments to this Information Memorandum circulated

by the Issuer, if any, save that any statement contained herein or in a
document which is deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of this Information
Memorandum to the extent that a statement contained in any such
subsequent document which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Information Memorandum;
4. any pricing supplements prepared and issued in relation to an issuance of the

Sukuk Wakalah under the Sukuk Wakalah Programme, and
5. all announcements of the Issuer at Bursa Malaysia’s website, where

applicable.
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TABLE OF CONTENTS
DEFINITIONS................................................................................................................ 1
SECTION 1.0 EXECUTIVE SUMMARY .................................................................... 6
1.1 Brief background of the Issuer.......................................................................... 6
1.2 Brief summary of the structure of the Sukuk Wakalah Programme................. 6
1.3 Status of the Sukuk Wakalah ............................................................................ 6
1.4 Upsizing of the Sukuk Wakalah Programme..................................................... 7
1.5 Tranche Security ............................................................................................... 7
1.6 Security Cover ................................................................................................... 8
1.7 Release and Replacement of Security .............................................................. 8
1.8 Revaluation of Secured Properties and Eligible Replacement Security .......... 9
1.9 Credit rating ....................................................................................................... 9
1.10 Utilisation of proceeds ...................................................................................... 9
1.11 Selling Restrictions ..........................................................................................10
1.12 Key Financial Highlights of the Issuer .............................................................10
SECTION 2.0 PRINCIPAL TERMS AND CONDITIONS...........................................12
Name of facility ...........................................................................................................12
SECTION 3.0 CORPORATE INFORMATION OF THE ISSUER...............................58
3.1 Corporate profile of the Issuer .........................................................................58
3.2 Share capital of the Issuer................................................................................58
3.3 Substantial shareholders of the Issuer ............................................................58
3.4 Profiles of directors of the Issuer.....................................................................59
3.5 Profiles of key management personnel of the Group ......................................64
3.6 Corporate Structure of the Group ....................................................................70
SECTION 4.0 BUSINESS OVERVIEW OF THE GROUP.........................................81
4.1 History...............................................................................................................81
4.2 Business overview ...........................................................................................81
4.2.1 Key Business Segments of the Group .............................................................81
4.2.2 Brief Overview of the Group’s Key Projects ....................................................82
4.2.3 The Group’s Key Ongoing Projects .................................................................83
4.2.4 Other Notable Projects of the Group................................................................88
4.2.5 The Group’s Key Investment Properties ..........................................................89
4.3 Competitive strengths ......................................................................................91
4.3.1 Strong Branding ...............................................................................................91
4.3.2 Land Banking Track Record.............................................................................92
4.3.3 Entrepreneur Driven Culture ............................................................................92
4.4 Business strategies ..........................................................................................92
4.4.1 Enhancing Value via Township and Integrated Developments .......................93
4.4.2 Building sustainability......................................................................................93
4.4.3 Market Driven and Diversified Portfolio in Key Growth Locations..................93
SECTION 5.0 INVESTMENT CONSIDERATIONS ...................................................95
5.1 Risks relating to the Issuer ..............................................................................95
5.2 Risks relating to the Group ..............................................................................95
5.3 Risks relating to the Sukuk Wakalah ............................................................. 103
5.4 Forward looking statement ............................................................................ 109
SECTION 6.0 OVERVIEW OF THE MALAYSIAN ECONOMY ............................... 110
6.1 Overview of the Malaysian Economy in 2019 ................................................ 110
6.2 Implementation of Regulatory and Supervisory Measures in Dealing with the
Covid-19 Pandemic................................................................................................... 117
6.3 Outlook for the Malaysian Economy in the First Quarter of 2020 ................. 117
SECTION 7.0 OTHER MATERIAL INFORMATION ............................................... 119
7.1 Material Contracts .......................................................................................... 119
7.2 Material Litigation ........................................................................................... 133
7.3 Contingent Liabilities ..................................................................................... 134
7.4 Capital Commitments ..................................................................................... 134
7.5 Potential Conflicts of Interest......................................................................... 135
APPENDIX I – List of Secured Properties................................................................. 138
APPENDIX II – Issuer’s unaudited financial statements for the FYE 31 December
2019…………………………………………………………………………………………………………………………………………139
APPENDIX III - Issuer’s audited financial statements for the FYE 31 December
2018…………………………………………………………………………………………………………………………………………140
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DEFINITIONS
In this Information Memorandum, the following words or expressions shall have the
following meanings except where the context otherwise requires:
BNM - Bank Negara Malaysia.
Board - the board of directors.
Bursa Malaysia - Bursa Malaysia Securities Berhad (Registration No.

200301033577 (635998-W)).
CMSA - Capital Markets and Services Act, 2007 (as amended from time
to time).
Companies Act - Companies Act 2016 (as amended from time to time).
CIMB - CIMB Investment Bank Berhad (Registration No.

197401001266 (18417-M)).
Credit Rating - Malaysian Rating Corporation Berhad (Registration No.

Agency 199501035601 (364803-V)).
Desa Mentari Lands - the following pieces of land owned by Tropicana Desa Mentari
Sdn Bhd, bearing title particulars:
(i) GM 800, Lot 313;

(ii) GM 801, Lot 321;
(iii) GM 802, Lot 324;
(iv) GM 803, Lot 325;
(v) GM 804, Lot 326;
(vi) GM 805, Lot 327;
(vii) GM 806, Lot 328;
(viii) GM 786, Lot 337;
(ix) GM 808, Lot 339;
(x) GM 787, Lot 340;
(xi) GM 809, Lot 342;
(xii) GM 810, Lot 343;
(xiii) GRN 436669, Lot 795;
(xiv) GRN 105314, Lot 797;
(xv) GM 1199, Lot 65678;
(xvi) GM 1200, Lot 65679;
(xvii) GM 1201, Lot 65680; and
(xviii) GM 1202, Lot 65681,
all located in Mukim Pulai, District of Johor Bahru, Johor.

Designated - has the meaning ascribed thereto in the section entitled “Details
Account(s) of designated accounts if applicable” of Section 2.0 hereof.
Dissolution Event - has the meaning ascribed thereto in the section entitled “ Events
of defaults or enforcement event, where applicable” of Section
2.0 hereof.
Eligible - in relation to any Tranche of the Secured Sukuk Wakalah

Replacement (including the First Tranche and Second Tranche):
Security
(i) any other land(s) located within:
(a) Klang Valley;

(b) the vicinity of Genting Highlands and/or Gohtong
Jaya;
(c) Seremban; and/or
(d) Johor (the market value of lands situated in the
state of Johor shall only be deemed to be seventy-
five per cent (75%) of the market value as
provided in the relevant valuation report(s) for the
purpose of calculating the Security Cover),
and mutually agreed between the Issuer and the Joint

Lead Managers prior to the issuance of the relevant
Tranche of Secured Sukuk Wakalah; or
(ii) any land(s) set out in Appendix I Provided Always That

such land(s) have not already been charged as security
for any Tranche of Secured Sukuk Wakalah; or
(iii) such other land(s) which do not fall within (i) and (ii)
above but are approved by the Sukukholders of such
Tranche of Secured Sukuk Wakalah by way of a special
resolution.
Facility Agent - CIMB.
First Tranche - the first Tranche of Secured Sukuk Wakalah of Ringgit Two
Hundred Million (RM200,000,000.00) issued on 14 May 2020
under the Sukuk Wakalah Programme.
First Tranche - has the meaning ascribed thereto in the section entitled “Details
Designated of designated accounts if applicable” of Section 2.0 hereof.
Accounts
First Tranche - the Desa Mentari Lands.

Secured Properties
Finance Service - has the meaning ascribed thereto in the section entitled “Details
Reserve Account or of designated accounts if applicable” of Section 2.0 hereof.
FSRA
FSA - Financial Services Act 2013 (as amended from time to time).
2
FYE - the financial year ending/ended, as the case may be.
Group - the Issuer and its group of companies.
HLIB - Hong Leong Investment Bank (Registration No. 197001000928

(10209-W)).
HSBC Amanah - HSBC Amanah Malaysia Berhad (Registration No.

200801006421 (807705-X)).
Issuer or TCB - Tropicana Corporation Berhad (Registration No. 197901003695

(47908-K)).
Joint Lead - (i) in respect of the First Tranche, HSBC Amanah.

Managers or JLMs
(ii) in respect of the subsequent Tranches, collectively,
CIMB, HLIB, HSBC Amanah and Maybank IB, provided
always that, in relation to any Tranche where any one or
more of the Joint Lead Managers decline to act as Joint
Lead Manager, such declining Joint Lead Manager(s)
shall not be a Joint Lead Manager for the Tranche in
question.
Lead Arranger or LA - HSBC Amanah.
Lido Waterfront - Lido Waterfront Boulevard Sdn Bhd (Registration No.

199801015260 (471389-X)).
LOLA Guidelines - has the meaning ascribed thereto in the section entitled “ Other
terms and conditions” of Section 2.0 hereof.
Material Subsidiaries - the material subsidiaries of the Issuer:-
(i) Lido Waterfront;

(ii) Tropicana Aman;
(iii) Tropicana Development (Johor Bahru);
(iv) Tropicana Golf & Country;
(v) Tropicana Indah; and
(vi) Tropicana Metropark.
Market Value - has the meaning ascribed thereto in the section entitled “ Details
of security/collateral pledged, if applicable” of Section 2.0
hereof.
Maybank IB - Maybank Investment Bank Berhad (Registration No.

197301002412 (15938-H)).
National Land Code - National Land Code 1965 (as amended from time to time).
Notification - has the meaning ascribed thereto in the section entitled “Details
3
hereof.
Permitted - has the meaning ascribed thereto in the section entitled

Investments “Permitted investments, if applicable” of Section 2.0 hereof.
Principal Adviser or - HSBC Amanah.

PA
Released Secured - has the meaning ascribed thereto in the section entitled “ Details
Properties of security/collateral pledged, if applicable” of Section 2.0
hereof.
Revaluation Date - has the meaning ascribed thereto in the section entitled “Details
hereof.
Ringgit/RM and sen - Ringgit Malaysia and sen respectively, being the lawful currency
of Malaysia.
SC - Securities Commission Malaysia.
Scheduled - has the meaning ascribed thereto in the section entitled “Facility
Dissolution Date description” of Section 2.0 hereof.
Second Tranche - the second Tranche of Secured Sukuk Wakalah to be issued

under the Sukuk Wakalah Programme.
Second Tranche - any one (1) or more of the properties set out in Appendix I hereto
Secured Properties and identified by the Issuer and the Joint Lead Managers prior
to the issuance of the Second Tranche.
Secured Properties - the First Tranche Secured Properties, the Second Tranche
Secured Properties and the properties to be mutually agreed
between the Issuer and the Joint Lead Managers prior to each
issuance of subsequent Tranches of Secured Sukuk Wakalah
and shall include any Eligible Replacement Security.
Secured Sukuk - has the meaning ascribed thereto in Section 1.2 hereof.
Wakalah
Security and - has the meaning ascribed thereto in the section entitled “ Details
Principal Account or of designated accounts if applicable” of Section 2.0 hereof.
SPA
Security Cover - has the meaning ascribed thereto in the section entitled “ Details
hereof.
Security Trustee - Malaysian Trustees Berhad (Registration No. 197501000080

(21666-V)).
Sukuk Trustee - Malaysian Trustees Berhad (Registration No. 197501000080
4
(21666-V)).
Sukuk Wakalah - the Islamic medium term notes issued or to be issued pursuant
to the Sukuk Wakalah Programme, comprising of the Secured
Sukuk Wakalah and the Unsecured Sukuk Wakalah.
Sukuk Wakalah - the Islamic medium term notes programme of up to RM1.5

Programme billion in nominal value based on the Shariah principles of
Wakalah Bi Al-Istithmar and Murabahah (via Tawarruq
arrangement).
Sukukholders - the holders of the Sukuk Wakalah.
Tranche - the Sukuk Wakalah with the same issue date, consisting of the
same terms and conditions and in respect of the Secured Sukuk
Wakalah, sharing the same security.
Tranche Security - has the meaning ascribed thereto in the section entitled “Details
hereof.
Transaction - has the meaning ascribed thereto in the section entitled “ Other
Documents terms and conditions” of Section 2.0 hereof.
Tropicana Aman - Tropicana Aman Sdn Bhd (Registration No. 201301000818

(1030655-A)).
Tropicana - Tropicana Development (Johor Bahru) Sdn Bhd (Registration

Development (Johor No. 199101006100 (216410-U)).
Bahru)
Tropicana Golf & - Tropicana Golf & Country Resort Berhad (Registration No.
Country 199001011791 (203361-T)).
Tropicana Indah - Tropicana Indah Sdn Bhd (Registration No. 199101003040

(213350-D)).
Tropicana Metropark - Tropicana Metropark Sdn Bhd (Registration No. 199601039878

(412231-X)).
Trust Deed - the trust deed dated 29 April 2020 constituting the Sukuk
Wakalah entered into between the Issuer and the Sukuk
Trustee.
Trust Deeds - the SC’s Trust Deeds Guidelines (revised on 12 July 2011 and
Guidelines effective on 12 August 2011) as may be replaced, substituted or
revised from time to time.
Unsecured Sukuk - has the meaning ascribed thereto in section 1.2 hereof.
Wakalah
5
SECTION 1.0 EXECUTIVE SUMMARY
The information set out in this section is an executive summary of the principal features of the
transaction. It is qualified in its entirety by, and must be read in conjunction with, the further
detailed information appearing elsewhere in this Information Memorandum.
1.1 Brief background of the Issuer
The Issuer was incorporated in Malaysia as a private limited company under the name
of Itama Sdn Berhad on 2 June 1979. It was converted into a public company on 1 July
1991 and was listed on Bursa Malaysia on 18 August 1992. Subsequent to various
name changes, the Issuer assumed its present name on 22 May 2013.
The Issuer is an investment holding company with investments primarily in the property
segments and its principal activity includes the provision of management services.
1.2 Brief summary of the structure of the Sukuk Wakalah Programme
The Sukuk Wakalah Programme entails the issuance of Sukuk Wakalah of up to

RM1.5 billion in nominal value based on the Shariah principles of Wakalah Bi Al-
Istithmar and Murabahah (via Tawarruq arrangement), with an option to upsize. The
tenure of the Sukuk Wakalah Programme is up to twenty (20) years from the date of
the first issuance of the Sukuk Wakalah.
The periodic distribution rate of the Sukuk Wakalah issued under the Sukuk Wakalah
Programme shall be based on a fixed rate to be determined prior to each issuance
(“Periodic Distribution Rate”). Payments of the periodic distribution of the Sukuk
Wakalah (“Periodic Distribution”) shall be made on a semi-annual basis or such other
frequency to be determined prior to each issuance.
Each Tranche of Sukuk Wakalah issued under the Sukuk Wakalah Programme may
or may not be secured. The Tranche of Sukuk Wakalah which are secured (“Secured
Sukuk Wakalah”) will be secured by security/collateral to be mutually agreed between
the Issuer and the Joint Lead Managers prior to such issuance of the relevant Tranche
of the Secured Sukuk Wakalah under the Sukuk Wakalah Programme. The Tranche
of Sukuk Wakalah which are unsecured shall be referred to as “ Unsecured Sukuk
Wakalah”. Please see section 1.5 below for more details.
Please also refer to Section 2.0 below for details of the principal terms and conditions
of the Sukuk Wakalah Programme.
1.3 Status of the Sukuk Wakalah
Secured Sukuk Wakalah
All payment obligations of the Issuer under the Secured Sukuk Wakalah shall
constitute direct, unconditional, secured and unsubordinated obligations of the Issuer,
and shall at all times, rank pari passu in all respects with all other present and future
direct, unsecured and unsubordinated obligations of the Issuer, subject to those
preferred by law and the Transaction Documents.
Unsecured Sukuk Wakalah
6
All payment obligations of the Issuer under the Unsecured Sukuk Wakalah shall
constitute direct, unconditional, unsecured and unsubordinated obligations of the
Issuer, and shall at all times, rank pari passu in all respects with all other present and
future direct, unsecured and unsubordinated obligations of the Issuer, subject to those
preferred by law and the Transaction Documents
1.4 Upsizing of the Sukuk Wakalah Programme
The Issuer has the option to upsize the limit of the Sukuk Wakalah Programme at any
time and from time to time subject to the following being fulfilled prior to the exercise
of the option to upsize by the Issuer:
(i) where relevant, the consents from existing financiers/lenders of the Issuer
being obtained;
(ii) confirmation from the Credit Rating Agency that the prevailing rating of the
Sukuk Wakalah Programme will not be adversely affected upon the
implementation of such upsizing;
(iii) the compliance with the relevant requirements under Part 3 of the LOLA
Guidelines;
(iv) the necessary corporate authorisations of the Issuer being obtained; and
(v) such other terms and/or conditions as may be advised by the solicitor, if any.
The Sukukholders shall be deemed to have consented to such upsizing of the limit of
the Sukuk Wakalah Programme in the Trust Deed. No further consent will be required
from the Sukuk Trustee, the Facility Agent or any other party under the Sukuk Wakalah
Programme when the upsizing of the limit of the Sukuk Wakalah Programme is
exercised by the Issuer.
1.5 Tranche Security
The security for each Tranche of Secured Sukuk Wakalah may include (but is not
limited to) the following:
(i) first ranking legal charge and assignment over the Designated Account(s) of
the relevant Tranche of Secured Sukuk Wakalah;
(ii) 3rd party first ranking legal charge over the Secured Properties of the relevant
Tranche of Secured Sukuk Wakalah; and
(iii) any other security arrangement as may be deemed necessary by t he Joint

Lead Managers and/or solicitors and approved by the Shariah Adviser.
Subsequent Tranches of Secured Sukuk Wakalah may be entitled to share the

Secured Properties which have been charged as security for earlier Tranches of
Secured Sukuk Wakalah based on a security sharing mechanism to be determined at
or prior to the issuance of such subsequent Tranche of Secured Sukuk Wakalah
Provided Always That (i) the Security Cover for such subsequent Tranche of Secured
Sukuk Wakalah is the same as the Security Cover for the earlier Tranche of Secured
7
Sukuk Wakalah and (ii) such sharing will not deteriorate or diminish the Security Cover
of any Tranche of Secured Sukuk Wakalah.
In respect of the First Tranche, the security consists of:
(a) a first ranking legal charge and assignment over the First Tranche Designated
Accounts; and
(b) a 3rd party first ranking legal charge over the First Tranche Secured Properties.
In respect of the Second Tranche, the security shall consist of the following:
(i) a first ranking legal charge and assignment over the Designated Accounts for
the Second Tranche; and
(ii) 3rd party first ranking legal charge(s) over the Second Tranche Secured
Properties.
The Designated Accounts for the Second Tranche shall consist of the SPA and the
FSRA and shall have the same mode of operations as the First Tranche Designated
Accounts (details of which are as set out in the section entitled “ Details of designated
account(s), if applicable” in Section 2.0 hereof).
1.6 Security Cover
Security Cover
In respect of each Tranche of Secured Sukuk Wakalah, the Issuer shall ensure that
the Security Cover is met at all times. For the First Tranche, the Issuer shall ensure
that the Security Cover of 1.50 times is complied with at all times. For the Sec ond
Tranche, the Security Cover shall be 1.50 times.
For subsequent Tranches of the Secured Sukuk Wakalah, the minimum Security Cover
shall be determined and mutually agreed between the Issuer and the Joint Lead
Managers prior to the issuance of such subsequent Tranche of Secured Sukuk
Wakalah based on the Security Cover Formula (as defined in the section entitled
“Details of security/collateral pledged, if application” in Section 2.0 hereof ).
1.7 Release and Replacement of Security
In respect of any Tranche of Secured Sukuk Wakalah, the Issuer may request for the
release of any of the Secured Properties for such Tranche of Secured Sukuk Wakalah
(“Released Secured Properties”) to be replaced with Eligible Replacement Security
and/or cash deposit into the SPA of the relevant Tranche of the Secured Sukuk
Wakalah (or a combination thereof) provided always that the relevant Security Cover
is met at all times.
Where the Issuer wishes to effect any Release and Replacement of Security, the
Issuer shall provide the Facility Agent, Security Trustee and the Sukuk Trustee with at
least fifteen (15) business days’ prior notice (“Notification”) for the Facility Agent,
Security Trustee and the Sukuk Trustee to initiate such necessary actions in relation
to the Release and Replacement of Security. The date on which the replacement of
the Secured Properties with Eligible Replacement Security (i.e. the date on which the
National Land Code charge over the relevant Eligible Replacement Security has been
8
registered at the relevant land office) and/or the deposit of cash into the SPA,
whichever is later, take effect shall be referred to as “Security Replacement Date”.
1.8 Revaluation of Secured Properties and Eligible Replacement Security
All the Secured Properties, shall be revalued every three (3) years from the issue date
of the relevant Tranche of the Secured Sukuk Wakalah or in the case of any Eligible
Replacement Security, three (3) years from the Security Replacement Date, as the
case may be (each a “Revaluation Date ”). The revaluation shall be based on a
valuation report addressed to the Security Trustee and prepared by such licensed
property valuers acceptable to the Security Trustee (acting on behalf of the relevant
Sukukholders) and should be dated no more than six (6) months from the Revaluation
Date.
In relation to each Tranche of Secured Sukuk Wakalah, on each Revaluation Date: -
(i) if there is an excess in the Security Cover, the excess Secured Properties may
be released by request of the Issuer; and
(ii) if there is a shortfall of the Security Cover, the Issuer shall provide such
additional Eligible Replacement Security and/or procure cash deposits to be
deposited into the SPA of the relevant Tranche of the Secured Sukuk Wakalah,
in order to ensure that the Security Cover is maintained within two (2) months
from such Revaluation Date.
1.9 Credit rating
The Sukuk Wakalah Programme has been accorded a final credit rating of A+is by the
Credit Rating Agency vide its letter dated 30 April 2020. For the definition of the rating
of the Sukuk Wakalah Programme, please refer to the Credit Rating Agency’s website.
1.10 Utilisation of proceeds
The proceeds from the issuance of the Sukuk Wakalah shall be utilised by the Issuer
for the following Shariah compliant purposes in the following order of priority:-
(i) repayment of existing financing/borrowings to unencumber the Secured

Properties; and
(ii) defraying fees, costs and expenses in relation to the issuance of the Sukuk
Wakalah and Sukuk Wakalah Programme.
The remaining proceeds after (i) and (ii) above shall be utilised by the Issuer for the
following Shariah compliant purposes:-
(a) capital expenditure and/or investments (including but not limited to the
purchase of land(s), building(s), shares, property and/or payment into joint
ventures) of the Issuer and/or the Group;
(b) working capital of the Issuer and/or the Group;
(c) refinancing of existing financing/borrowings of the Issuer or the Group; and/or

(d) general corporate purposes of the Issuer or the Group.
9
1.11 Selling Restrictions
The Sukuk Wakalah may only be offered, sold, transferred or otherwise disposed of,
directly or indirectly, to persons whom an offer for subscription or purchase of, or
invitation to subscribe for or purchase the Sukuk Wakalah and to whom the Sukuk
Wakalah are issued would fall within:
(i) Part I of Schedule 6 of the CMSA; and
(ii) Part I of Schedule 7 of the CMSA,
read together with Schedule 9 or Section 257(3) of the CMSA, subject to any change
in the applicable laws.
Thereafter, the Sukuk Wakalah may only be offered, sold, transferred or otherwise
disposed of, directly or indirectly, to a person to whom an offer for subscription or
purchase of, or invitation to subscribe for or purchase the Sukuk Wakalah and to whom
the Sukuk Wakalah are issued would fall within:
(i) Part I of Schedule 6 or Section 229(1)(b) of the CMSA; and
(ii) read together with Schedule 9 or Section 257(3) of the CMSA,
subject to any change in the applicable laws.
1.12 Key Financial Highlights of the Issuer
The following table presents a summary of the audited financial information for the FYE
31 December 2016, 31 December 2017, 31 December 2018 and the unaudited
financial information for the FYE 31 December 2019:
Audited Audited Audited Unaudited

FYE FYE FYE FYE
31.12.2016 31.12.2017 31.12.2018 31.12.2019
RM’000 RM’000 RM’000 RM’000
Revenue 1,459,405 1,814,774 1,635,471 1,120,354

Profit after tax 115,001 189,724 179,831 354,950
Profit attributable to equity
112,537 180,887 170,029 335,784
holders of the Issuer
Total Assets 7,325,506 7,468,338 8,094,816 11,263,896

Total Borrowings 1,813,264 1,847,774 1,956,185 2,519,550
Equity attributable to equity
3,126,900 3,275,482 3,403,670 4,669,467
holders of the Issuer
Total equity 3,415,984 3,587,478 3,812,875 5,637,697
Net gearing ratio (times) 0.31 0.28 0.29 0.36
10
For the latest unaudited financial statements of the Issuer for the FYE 31 December
2019, please refer to Appendix II of the Information Memorandum. For the latest
audited financial statements of the Issuer for the FYE 31 December 2018, please refer
to Appendix III of this Information Memorandum.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
11
SECTION 2.0 PRINCIPAL TERMS AND CONDITIONS
The principal terms and conditions of the Sukuk Wakalah Programme have been lodged with
the SC on 22 April 2020 and is extracted and set out below. For the avoidance of any doubt,
references to any appendices in this Section 2.0 refers to the appendices appended in the SC
Lodgement. Words and expressions used and defined in this Section 2.0, in the event of any
inconsistency with the definition section of this Information Memorandum, shall only be
applicable for this Section 2.0.
(1) Name of facility : Islamic Medium Term Notes (“IMTN”) programme of up to

RM1.5 billion in nominal value, based on the Shariah
principles of Wakalah Bi Al Istithmar and Murabahah (via
Tawarruq arrangement) (“Sukuk Wakalah Programme ”).
(2) One-time issue or : ☐ One-time issue

programme ☒ Programme
(3) Shariah Principles : 1. Wakalah Bi Al-Istithmar.

(for sukuk) 2. Murabahah (Via a Tawarruq arrangement).
Additional Notes (leave blank if not applicable)
(4) Facility description : Sukuk Wakalah Programme based on the Shariah

principles of Wakalah Bi Al-Istithmar and Murabahah (via
Tawarruq arrangement).
Underlying Transaction
The issuance of each tranche of the Sukuk Wakalah from

time to time under the Sukuk Wakalah Programme shall be
effected as follows: -
Step 1
Pursuant to a wakalah agreement (“Wakalah Agreement”)

entered into between the Sukuk Trustee (acting on behalf
of the holders of the Sukuk Wakalah (“Sukukholders”))
and Issuer, the Sukuk Trustee shall appoint the Issuer to
act as its agent (“Investment Wakeel”) to perform services
which include investing the issue proceeds of the Sukuk
Wakalah (“Sukuk Proceeds”) in the Wakalah Investments
(as defined below).
Step 2
The Issuer, in its capacity as the Investment Wakeel, shall

declare a trust over the Sukuk Proceeds and over the
Wakalah Investments acquired using the Sukuk Proceeds.
The Sukuk Wakalah shall represent the Sukukholders’
undivided and proportionate beneficial interest in the Trust
Assets. The “Trust Assets” shall comprise of (i) the Sukuk
Proceeds, (ii) the Wakalah Investments and (iii) the rights,
12
title, interest, entitlement and benefit in, to and under the
Transaction Documents.
The Issuer shall issue the Sukuk Wakalah and the

Sukukholders shall subscribe to the Sukuk Wakalah by
paying the Sukuk Proceeds. The Investment Wakeel shall
invest the Sukuk Proceeds received from the Sukukholders
into the relevant investment portfolio which shall comprise
of:
(a) the Issuer’s Shariah-compliant general business

which comprise of investment holdings and the
provision of management services and shall
exclude all Shariah non-compliant activities of the
subsidiaries of the Issuer (“Shariah-compliant
Business”), which will be based on proportionate
basis via specific percentage (mal musha`); and
(b) the Commodities (as defined in item (iii) under the

section entitled “Other terms and conditions”)
purchased and sold under the Shariah principle of
Murabahah (via a Tawarruq arrangement)
(“Commodity Murabahah Investment”).
The Shariah-compliant Business and the Commodity

Murabahah Investment shall collectively be referred to as
the “Wakalah Investments”. For the avoidance of doubt,
each of the Wakalah Investments shall comprise of both
the Shariah-compliant Business and the Commodity
Murabahah Investment.
Step 3
Pursuant to the Wakalah Agreement, the Investment

Wakeel shall invest part of the Sukuk Proceeds into the
Shariah-compliant Business of the Issuer. The value of the
Wakalah Investments in respect of the Shariah-compliant
Business should be at least 33% of the Wakalah
Investments. For the avoidance of doubt, the above ratio of
at least 33% of the value of the Wakalah Investments is
only applicable at the point of initial investment for each
tranche of the respective Sukuk Wakalah, subject to the
valuation principles set out in the Wakalah Agreement,
which is equal to (i) net tangible assets of the Shariah-
compliant Business based on the Issuer’s latest available
audited accounts, or (ii) other acceptable valuation
principles to be agreed by the Issuer and the Shariah
Adviser and does not need to be maintained throughout the
tenure of the Sukuk Wakalah. However, the Investment
Wakeel shall ensure that the Shariah-compliant Business
is at all times a component of the Wakalah Investments.
Step 4
13
The remaining balance of the Sukuk Proceeds shall be
invested into the Commodity Murabahah Investment.
Pursuant to the Commodity Murabahah Investment
Agreement entered into between the Issuer in its capacity
as the buyer (“Buyer”), the Investment Wakeel and HSBC
Amanah Malaysia Berhad as the agent of both the Buyer
and the Investment Wakeel (“Agent”), the Commodity
Murabahah Investment shall be effected as follows:
(a) The Buyer shall issue a purchase order to the

Investment Wakeel and the Sukuk Trustee (both
acting on behalf of the Sukukholders) (“Purchase
Order”) with an undertaking to purchase the
Commodities from the Investment Wakeel (acting
on behalf of the Sukukholders) at the Deferred Sale
Price (as defined below);
(b) Pursuant to the Purchase Order, the Investment

Wakeel (acting on behalf of the Sukukholders), via
its Agent, will purchase the Commodities on spot
basis from the commodity supplier(s) at Bursa Suq
Al-Sila’ and/or a commodity broker (“Commodity
Broker A”) (“Commodity Supplier”) at a purchase
price equivalent to the remaining balance of the
Sukuk Proceeds (“Commodity Purchase Price”).
The Commodity Purchase Price shall be in line with
the asset pricing requirements stipulated under the
SC’s LOLA Guidelines (as defined in item (iv) under
the section entitled “Other terms and conditions”);
(c) Upon acquiring the Commodities, the Investment

Wakeel (acting on behalf of the Sukukholders), via
its Agent, will thereafter sell those Commodities to
the Buyer for a price equivalent to the Commodity
Purchase Price plus the aggregate Periodic
Distribution (as defined below) margin (“Deferred
Sale Price”) and shall be payable on a deferred
payment basis. For the avoidance of doubt, the
Deferred Sale Price shall be equal to the aggregate
of the Expected Periodic Distribution Amount (as
defined in item (v) under the section entitled “Other
terms and conditions”), if any, and the nominal
value of the Sukuk Wakalah.
(d) Upon the purchase of the Commodities, the Buyer,

via its Agent, will immediately sell the Commodities
to Bursa Malaysia Islamic Services Sdn Bhd and/or
a commodity broker other than Commodity Broker
A (“Commodity Broker B”) (“Commodity Buyer”)
on spot basis for cash, at a selling price equivalent
to the Commodity Purchase Price (“Selling Price”).
Step 5
14
Returns generated from the Wakalah Investments up to the
Expected Periodic Distribution Amount shall be distributed
periodically in the form of periodic distributions (“Periodic
Distributions”, and each a “Periodic Distribution”).
On i) each periodic distribution date; ii) the maturity date of

the relevant Sukuk Wakalah (“Scheduled Dissolution
Date”); or iii) the Dissolution Declaration Date (as defined
in item (viii) under the section entitled “Other terms and
conditions”), as the case may be, any returns from the
Wakalah Investments in excess of the Expected Periodic
Distribution Amount distributable and/or the Dissolution
Distribution Amount (as defined in item (ix) under the
section entitled “Other terms and conditions”) due and
payable under the Sukuk Wakalah shall be retained by the
Investment Wakeel as an incentive fee for its services as
the Investment Wakeel in managing the Wakalah
Investments under the Wakalah Agreement.
Step 6
The Issuer as the obligor (“Obligor”) shall grant a purchase

undertaking to the Sukuk Trustee (for the benefit of the
Sukukholders) (“Purchase Undertaking”), whereby on a
Scheduled Dissolution Date or the Dissolution Declaration
Date whichever is the earlier, the Obligor shall purchase
the Sukukholders’ undivided and proportionate beneficial
interest in the Shariah-compliant Business at the Exercise
Price (as defined in the section entitled “Other terms and
conditions”) by entering into a sale agreement.
Step 7
Proceeds of the Wakalah Investments including the

Exercise Price, the Deferred Sale Price and any returns
generated shall be utilised to redeem the Sukuk Wakalah
at the Dissolution Distribution Amount on the Scheduled
Dissolution Date or the Dissolution Declaration Date, as the
case may be. Any excess in respect of the proceeds of the
Wakalah Investments thereof shall be retained by the
Investment Wakeel as incentive fee.
Upon full payment of all amounts due and payable under

the Sukuk Wakalah, the relevant trust in respect of the
Trust Assets will be dissolved and the relevant Sukuk
Wakalah held by the Sukukholders will be cancelled.
The flow chart and description of the transaction structure

of the Sukuk Wakalah Programme is detailed out in
Appendix VI.
(5) Currency : ☐ Foreign Currency
15
☐ Multi-currency excluding Ringgit
☐ Multi-currency including Ringgit
☒ Ringgit
(6) Expected facility / : ☒ Up to MYR 1,500,000,000.00

programme size (for
programme, to state
the option to upsize)
(6A) Option to upsize : ☒ Yes

☐ No
Additional Notes
The Issuer has the option to upsize the limit of the Sukuk
Wakalah Programme at any time and from time to time
subject to the following being fulfilled prior to the exercise
of the option to upsize by the Issuer:
(i) where relevant, the consents from existing

financiers/lenders of the Issuer being obtained;
(ii) confirmation from the credit rating agency that the

prevailing rating of the Sukuk Wakalah Programme
will not be adversely affected upon the
implementation of such upsizing;
(iii) the compliance with the relevant requirements under

Part 3 of the LOLA Guidelines
(iv) the necessary corporate authorisations of the Issuer

being obtained; and
(v) such other terms and /or conditions as may be

advised by the Solicitor, if any.
The Sukukholders shall be deemed to have consented to

such upsizing of the limit of the Sukuk Wakalah Programme
in the Trust Deed. No further consent will be required from
the Sukuk Trustee, the Facility Agent or any other party
under the Sukuk Wakalah Programme when the upsizing
of the limit of the Sukuk Wakalah Programme is exercised
by the Issuer.
(7) Tenure of the : ☒
facility/programme Year(s) Month(s) Day(s)
20 0 0
☐ Perpetual
(8) Availability period for : 20 years from date of first issuance which shall be made
programme within ninety (90) business days from the date of lodgement
to the SC.
16
(9) Clearing and : PayNet
settlement platform
(10) Mode of issue : ☒ Private/direct placement

☒ Bought deal
☒ Book building
☐ Tender
(11) Selling restrictions : (i) At Issuance

☐ Exclusively to persons outside Malaysia
☒ Part I of Schedule 6 of the Capital Markets and
Services Act, 2007 (CMSA)
☒ Part I of Schedule 7 of the CMSA
☒ Read together with Schedule 9 of CMSA
☐ Schedule 8 of CMSA
☐ Section 2(6) of the Companies Act, 2016
☐ Other
(ii) After issuance

☐ Exclusively to persons outside Malaysia
☒ Part I of Schedule 6 of the Capital Markets and
Services Act, 2007 (CMSA)
☐ Part I of Schedule 7 of the CMSA
☒ Read together with Schedule 9 of CMSA
☐ Schedule 8 of CMSA
☐ Section 2(6) of the Companies Act, 2016
☐ Other
Additional notes on selling restrictions
Selling Restrictions at Issuance

The Sukuk Wakalah may only be offered, sold,
transferred or otherwise disposed of, directly or
indirectly, to persons to whom an offer or invitation to
subscribe the Sukuk Wakalah may be made and to
whom the Sukuk Wakalah are issued would fall
within:
(i) Part I of Schedule 6 of the CMSA; and

(ii) Part I of Schedule 7 of the CMSA,
read together with Schedule 9 or Section 257(3) of

the CMSA, subject to any change in the applicable
laws.
Selling Restrictions thereafter

The Sukuk Wakalah may only be offered, sold,
transferred or otherwise disposed of, directly or
indirectly, to persons to whom an offer or invitation to
17
purchase the Sukuk Wakalah would fall within Part I
of Schedule 6 of the CMSA or Section 229(1)(b) of
the CMSA, read together with Schedule 9 or Section
257(3) of the CMSA, subject to any change in the
applicable laws.
(12) Tradability and : ☒ Tradable & transferable

transferability RM1,500,000,000.00
☐ Non-tradable & non-transferable
☐ Restricted transferability

(13) Details of security / : ☐ Unsecured
collateral pledged, if ☒ Secured/combination of unsecured and secured,
applicable details as follows:
Each tranche of Sukuk Wakalah issued under the

Sukuk Wakalah Programme may or may not be
secured.
The tranche of Sukuk Wakalah which are secured

(“Secured Sukuk Wakalah”) will be secured by
security/collateral to be mutually agreed between the
Issuer and the Lead Manager(s) prior to such
issuance of the Secured Sukuk Wakalah (“Tranche
Security”). The unsecured tranche of Sukuk
Wakalah shall be referred to as “Unsecured Sukuk
Wakalah”.
Tranche Security
The security for each tranche of Secured Sukuk

Wakalah may include (but is not limited to) the
following:
(i) first ranking legal charge and assignment over

the Designated Account(s);
(ii) 3rd party first ranking legal charge over the

Secured Properties (as defined below);
(iii) any other security arrangement as may be

deemed necessary by the Lead Manager(s)
and/or Solicitors and approved by the Shariah
Adviser.
Subsequent tranches of Secured Sukuk Wakalah

may be entitled to share the Secured Properties
which have been charged as security for earlier
tranches of Secured Sukuk Wakalah based on a
security sharing mechanism to be determined at or
prior to the issuance of such subsequent tranche of
Secured Sukuk Wakalah Provided Always That (i)
18
the Security Cover for such subsequent tranche of
Secured Sukuk Wakalah is the same as the Security
Cover for the earlier tranche of Secured Sukuk
Wakalah and (ii) such sharing will not deteriorate or
diminish the Security Cover (as defined below) of any
tranche of Secured Sukuk Wakalah.
In respect of the first issuance of the Sukuk Wakalah

(“First Tranche”), the security shall be the following:
(a) first ranking legal charge and assignment over

the Designated Accounts for the First Tranche
(“First Tranche Designated Accounts”); and
(b) 3rd party first ranking legal charge over the First
Tranche Secured Properties (as defined
below).
For this purpose,
(1) “First Tranche Secured Properties” means

any one or more of the properties set out in
Appendix IX hereto and identified by the Issuer
and the Lead Manager(s) prior to the issuance
of the First Tranche.
(2) “Secured Properties” shall mean the First

Tranche Secured Properties and the properties
to be mutually agreed between the Issuer and
the Lead Manager(s) prior to each issuance of
subsequent tranches of Secured Sukuk
Wakalah, and shall include any Eligible
Replacement Security (as defined below).
"Eligible Replacement Security" means in relation

to any tranche of the Secured Sukuk Wakalah
(including the First Tranche):
(i) any other land(s) located within:
(a) Klang Valley;

(b) the vicinity of Genting Highlands
and/or Gohtong Jaya;
(c) Seremban; and/or
(d) Johor (the market value of lands
situated in the state of Johor shall
only be deemed to be seventy-five
per cent (75%) of the market value as
provided in the relevant valuation
report(s) for the purpose of
calculating the Security Cover,
and mutually agreed between the Issuer and

the Lead Manager(s) prior to the issuance of
19
the relevant tranche of Secured Sukuk
Wakalah; or
(ii) any land(s) set out in Appendix I Provided

Always That such land(s) have not already
been charged as security for any tranche of
Secured Sukuk Wakalah; or
(iii) such other land(s) which do not fall within (i)

and (ii) above but are approved by the
Sukukholders of such tranche of Secured
Sukuk Wakalah by way of a special
resolution.
For the avoidance of doubt, in respect of (i) and (ii)

above, it shall be deemed that the approval of the
Sukukholders of the relevant tranche of Secured
Sukuk Wakalah have been obtained.
In respect of each tranche of Secured Sukuk

Wakalah, the Issuer shall ensure that the Security
Cover (as defined below) is met at all times.
“Security Cover” means:
(a) in respect of the First Tranche, a minimum

security cover of 1.50 times calculated in
accordance with the following formula
(“Security Cover Formula”):-
MV
(NV – SPA)
where:
MV = Market Value of the First Tranche

Secured Properties
SPA = Cash amounts in the SPA for the First

Tranche
NV = Outstanding nominal value of the First

Tranche
For the avoidance of doubt, the Market Value

of any First Tranche Secured Properties
situated in the state of Johor shall only be
deemed to be seventy-five per cent (75%) of
the market value as provided in the relevant
valuation report(s) for the purpose of
calculating the Security Cover.
(b) in respect of subsequent tranches of Secured

Sukuk Wakalah, such minimum security
20
cover to be determined and mutually agreed
between the Issuer and the Lead Manager(s)
prior to the issuance of such subsequent
tranche of Secured Sukuk Wakalah based on
the Security Cover Formula above.
For the purposes of this provision:
"Market Value " means the market value of the

Secured Properties supported by the latest available
valuation report(s) from any licensed property valuers
acceptable to the Lead Manager(s) and such
valuation report(s) is/are to be addressed to the
Security Trustee. In the case of determining the
Security Cover prior to each issuance of Secured
Sukuk Wakalah, the valuation report(s) shall be
dated no earlier than one (1) year prior to the
proposed issue date of such issuance. For the
purpose of determining the market value of the
Eligible Replacement Security pursuant to the
Release and Replacement of Security (as defined
below), the valuation report(s) of such Eligible
Replacement Security shall be dated no more than
six (6) months from the date of the Notification (as
defined below).
(A) Release and Replacement of Security
In respect of any tranche of Secured Sukuk Wakalah,

the Issuer may request for the release of any of the
Secured Properties for such tranche of Secured
Sukuk Wakalah (“Released Secured Properties”) to
be replaced with Eligible Replacement Security
and/or cash deposit into the SPA of the relevant
tranche of the Secured Sukuk Wakalah (as defined
in the section entitled “Details of designated
accounts, if applicable”) (or a combination thereof)
provided always that the relevant Security Cover is
met at all times.
Where the Issuer wishes to effect any Release and

Replacement of Security, the Issuer shall provide the
Facility Agent, Security Trustee and the Sukuk
Trustee with at least fifteen (15) business days’ prior
notice (“Notification”) for the Facility Agent, Security
Trustee and the Sukuk Trustee to initiate such
necessary actions in relation to such Release and
Replacement of Security. The date on which the
replacement of the Secured Properties with Eligible
Replacement Security (i.e. the date on which the
National Land Code charge over the relevant Eligible
Replacement Security has been registered at the
relevant land office) and/or the deposit of cash into
21
the SPA, whichever is later, take effect shall be
referred to as “Security Replacement Date”
B) Revaluation of Secured Properties and Eligible

Replacement Security
All the Secured Properties shall be revalued every

three (3) years from the issue date of the relevant
tranche of the Secured Sukuk Wakalah or in the case
of any Eligible Replacement Security, three (3) years
from the Security Replacement Date, as the case
may be (each a “Revaluation Date ”). The
revaluation shall be based on a valuation report
addressed to the Security Trustee and prepared by
such licensed property valuers acceptable to the
Security Trustee (acting on behalf of the relevant
Sukukholders) and should be dated no more than six
(6) months from the Revaluation Date.
In relation to each tranche of Secured Sukuk

Wakalah, on each Revaluation Date: -
(i) if there is an excess in the Security Cover, the

excess Secured Properties may be released
by request of the Issuer; and
(ii) if there is a shortfall in the Security Cover, the

Issuer shall provide such additional Eligible
Replacement Security and/or procure cash
deposits to be deposited into the SPA of the
relevant tranche of the Secured Sukuk
Wakalah, in order to ensure that the Security
Cover is maintained within two (2) months
from such Revaluation Date.
(14) Details of guarantee, : ☒ Not guaranteed

if applicable ☐ Guaranteed, details as follows:
(15) Convertibility of : ☒ Non-convertible

issuance and details ☐ Convertible, details as follows:
of the convertibility, if
applicable Click here to enter text.
(16) Exchangeability of : ☒ Non-exchangeable

issuance and details ☐ Exchangeable, details as follows:
of the
exchangeability, if Click here to enter text.
applicable
(17) : ☒ No call option
22
Call option and ☐ Call option, details as follows:
details, if applicable
Click here to enter text.
(18) Put option and : ☒ No put option

details, if applicable ☐ Put option, details as follows:
Click here to enter text.
(19) Details of covenants : ☐ No positive covenant

☒ Positive covenants, details as follows:
(a) Positive
covenants The Issuer covenants that for so long as any Sukuk
Wakalah under the Sukuk Wakalah Programme
remain outstanding, it shall:
(i) maintain in full force and effect all relevant

authorisations, consents, rights, licenses,
approvals and permits (governmental and
otherwise) and will promptly obtain any further
authorisations, consents, rights, licenses,
approvals and permits (governmental and
otherwise) which is or may become necessary
(i) to enable it to own its assets, (ii) to operate
its business, (iii) for the Issuer to enter into or
perform its obligations under the Transaction
Documents or (iv) to ensure the legality,
validity, enforceability, admissibility in evidence
of the obligations of the Issuer or the priority or
rights of the Sukukholders or the Sukuk
Trustee under the Transaction Documents and
the Issuer shall comply with the same;
(ii) at all times on demand, execute or cause to be

executed all such further documents and do all
such further acts within such reasonable time
or within such time prescribed by the applicable
law, regulation or guideline, which are
reasonably necessary at any time or times to
give further effect to the terms and conditions
of the Transaction Documents;
(iii) promptly perform and carry out all its

obligations under all the Transaction
Documents (including but not limited to
redeeming the Sukuk Wakalah on the relevant
Scheduled Dissolution Date or any other date
on which the Sukuk Wakalah are due and
payable) and ensure that it shall immediately
notify the Sukuk Trustee in the event that it is
unable to fulfil or comply with any of the
provisions of the Transaction Documents;
23
(iv) exercise reasonable diligence in carrying out its
business in a proper and efficient manner and
in accordance with sound financial and
commercial standards and practices which
shall include but is not limited to ensuring,
amongst others, that all necessary approvals or
relevant licences are obtained;
(v) at all times maintain a paying agent who is

based in Malaysia;
(vi) procure that the paying agent shall immediately

notify the Sukuk Trustee, through the Facility
Agent, in the event that the paying agent does
not receive payment from the Issuer on the due
dates as required under the Transaction
Documents and the terms and conditions of the
Sukuk Wakalah Programme;
(vii) ensure that the terms in the Transaction

Documents do not contain any matter which is
inconsistent with the provisions of the
information memorandum (which would
include any preliminary information
memorandum);
(viii) comply with all applicable laws and regulations,

including the provisions of the CMSA and/or
the notes, circulars, conditions or guidelines
issued by the Securities Commission (“SC”)
and other regulatory agencies from time to
time;
(ix) prepare its financial statements on a basis

consistently applied in accordance with
approved accounting principles and standards
in Malaysia and those financial statements
shall give a true and fair view of the results of
its operations for the period to which the
financial statements are made up and shall
disclose or provide against all its liabilities
(actual or contingent) of the Issuer;
(x) keep proper books and accounts at all times

and to provide the Sukuk Trustee and any
person appointed by it (including but not limited
to auditors) access to such books and accounts
to the extent permitted by law;
(xi) file all relevant tax returns and pay all taxes and
other liabilities when due unless being
contested in good faith pursuant to legal
proceedings and adequate reserves with
respect thereto have been established;
24
(xii) notify the Sukuk Trustee of any material
change in the directorship, substantial
shareholders and any other changes that may
have a Material Adverse Effect (as defined in
the section entitled “Events of defaults or
enforcement event”) on the Issuer;
(xiii) promptly notify the Sukuk Trustee, upon

becoming aware of the same, of any
circumstance that has occurred that would
materially prejudice the Issuer or any security
interest given under the Transaction
Documents and of any litigation or other
proceedings of any nature whatsoever being
threatened or initiated against the Issuer before
any court or tribunal or administrative agency
which would have a Material Adverse Effect on
the Issuer;
(xiv) maintain and/or cause to be maintained

adequate takaful/insurance in respect of the
assets and business and all other
takaful/insurance necessary for its business
with a reputable Takaful providers / insurance
companies and shall notify the Sukuk Trustee
within seven (7) business days of any event
which may give rise to any claim or right of
action under any Takaful / insurance;
(xv) cause all advances made or to be made

hereafter by its directors and/or shareholders
and/or related companies to be subordinated to
its liabilities under the Sukuk Wakalah
Programme and that no repayment or
prepayment of such advances can be made so
long as the Sukuk Wakalah remain
outstanding;
(xvi) in relation to each tranche of the Secured

Sukuk Wakalah, the Issuer shall ensure that
the Security Cover is met at all times;
(xvii) open the Shariah-compliant Sukuk Trustee’s

Reimbursement Account for Sukukholders’
actions (“Sukuk Trustees Reimbursement
Account”) and to maintain therein at all times
for so long as the Sukuk Wakalah Programme
is available a sum of Ringgit Malaysia Thirty
Thousand (RM30,000.00). The Sukuk
Trustee’s Reimbursement Account shall be
solely operated by the Sukuk Trustee and the
money in the Sukuk Trustee’s Reimbursement
Account may be used for defraying expenses
25
that shall only be used by the Sukuk Trustee in
carrying out its duties in relation to the
occurrence of Dissolution Events (as defined in
the section entitled “Events of defaults or
enforcement event, where applicable, including
recourse available to investors”) which are
provided under the Transaction Documents;
(xviii) ensure that each of the parties from time to time

providing security to the Security Trustee for
the benefit of the Sukukholders of the Secured
Sukuk Wakalah (“Security Providers”) shall
promptly perform and carry out its obligations
under the Transaction Documents to which it is
a party;
(xix) open and maintain the required Designated

Accounts, pay all relevant amounts into such
Designated Accounts, make all payments from
such Designated Accounts only as permitted
under the Transaction Documents, and comply
with the terms and conditions of the
Transaction Documents in all matters
concerning the Designated Accounts; and
(xx) such other positive covenants as may be

advised by the solicitor to be mutually agreed
between the PA, Lead Arranger and the Issuer.
(b) Negative : ☐ No negative covenant

covenants ☒ Negative covenants, details as follows:
For so long as any Sukuk Wakalah under the Sukuk

Wakalah Programme remain outstanding, save and
except with the prior written consent of the Sukuk
Trustee (acting on behalf of the relevant
Sukukholders), the Issuer shall not:
(i) create or permit to exist any encumbrance,

mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment by
way of security, trust arrangement for the
purpose of providing security or other security
interest of any kind including, without limitation,
title transfer and/or retention arrangements
having a similar effect or any agreement to
create any of the foregoing if:
(a) the financial covenant is not met; or
(b) a Dissolution Event has occurred and

remains subsisting;
26
(ii) obtain or permit to exist any loans or advances
from its directors and/or shareholders and/or
related companies unless these loans and
advances are subordinated to its liabilities
under the Sukuk Wakalah Programme;
(iii) change the utilisation of the Sukuk Proceeds

as set out in the information memorandum or
any agreement entered into in connection with
the Sukuk Wakalah Programme;
(iv) enter into any merger or consolidation that has

a Material Adverse Effect on the Issuer;
(v) voluntarily enter into, commence or institute its

dissolution or appoint a receiver, receiver and
manager, liquidator, judicial manager or such
other similar officer of the Issuer or take any
other steps to wind-up, liquidate or dissolve
itself;
(vi) add, delete, amend or substitute its

memorandum and articles of association/
constitution in a manner inconsistent with the
provisions of the Transaction Documents or in
any manner which may be materially
prejudicial to the interest of the Sukukholders,
(vii) cancel, surrender, transfer, assign, relinquish

or otherwise dispose of any of its rights and
interest under the Transaction Documents
(save and except as permitted under the
Transaction Documents);
(viii) cancel, surrender, abandon or otherwise

amend or permit to be cancelled, surrendered,
abandoned or otherwise amended, any
licences, grants, consents, approvals or
authorisations in any way which could have a
Material Adverse Effect, unless imposed by
any applicable law or authorities;
(ix) enter into a transaction whether directly or

indirectly with interested persons (including a
director, chief executive, substantial
shareholders, subsidiaries or associated
companies or such other meaning as assigned
to it under the Trust Deeds Guidelines (as
defined in item (xvii) under the section entitled
“Other terms and conditions”)) (“Interested
Persons”) unless: -
(a) such transaction shall be on terms that

are no less favourable to the Issuer
27
than those which could have been
obtained in a comparable transaction
from persons who are not Interested
Persons; and
(b) with respect to transactions involving an

aggregate payment of value equal to or
greater than the percentage ratio as
provided and computed based on the
Main Market Listing Requirements of
Bursa Malaysia Securities Berhad
(“Bursa Malaysia”) (“Main Market
Listing Requirements”), the Issuer
obtains certification from an
independent adviser that the
transaction is carried out on fair and
reasonable terms,
provided that the Issuer certifies to the Sukuk

Trustee that the transaction complies with
paragraph (a), that the Issuer has received the
certification referred to in paragraph (b) (where
applicable) and that the transaction has been
approved by the majority of the board of
directors or shareholders in a general meeting
as the case may require; and
(c) with respect to transactions constituting

a recurrent related-party transaction of
a revenue or trading nature (“RRPT”)
which are provided for and permitted
under the Main Market Listing
Requirements,
provided that the Issuer certifies to the Sukuk

Trustee that the transaction complies with
paragraph (a) above, that the Issuer has
obtained or renewed, where applicable, the
shareholders’ mandate in accordance with the
Main Market Listing Requirements and that the
Issuer furnishes at least one certificate to the
Sukuk Trustee in respect of the RRPT
contemplated under one certificate to the
Sukuk Trustee in respect of the RRPT
contemplated under one shareholders’
mandate.
(xi) sell, transfer or lease or otherwise dispose of

or in any case cease to exercise control over,
whether by a single transaction or a number of
transactions, related or not, the whole or part of
the Issuer’s undertaking, business or assets
that will materially and adversely affect its
business operations and not in the ordinary
28
course of business unless solely for the
purpose of facilitating any Islamic financing in
connection with the Sukuk Wakalah;
(xii) carry on any other business other than the

authorised businesses in accordance with the
Issuer’s obligations under its memorandum
and articles of association/ constitution;
(xiii) change or threaten to change the nature or

scope of any part of its business, or suspend or
threaten to suspend or cease or threaten to
cease the operation of any part of its business
which it now conducts directly or indirectly;
(xiv) lend any money to any party other than:
(a) loans to the Issuer’s directors, officers

or employees as part of their terms of
employment or as permitted under the
Companies Act 2016; and/or
(b) inter-company loans or advances to

any entity within the Issuer’s group of
companies;
(xv) declare or pay any dividends or make any

distribution whether income or capital in nature
to its shareholders if a Dissolution Event has
occurred and is continuing or will occur as a
result of such declaration, payment or
distribution; and
(xvi) such other conditions as may be advised by the

solicitor to be mutually agreed between the
Principal Adviser, Lead Arranger and the
Issuer.
(c) Financial : ☐ No financial covenant

covenant ☒ Financial covenant, details as follows:
(i) Debt to Equity Ratio (“DE Ratio”)
The Issuer shall maintain a Debt to Equity ratio

of not more than 1.25 times throughout the
tenure of Sukuk Wakalah Programme.
“Debt” means the consolidated indebtedness

of the Issuer’s group of companies represented
by:
(a) All amounts outstanding under the

Sukuk Wakalah;
29
(b) All other outstanding indebtedness for
borrowed monies, hire purchase
obligations and lease obligations.
“Equity” means the consolidated

shareholders’ funds, including any
subordinated shareholders’ advances and
loans, minority interest, hybrid capital
classified as equity for accounting purpose and
retained earnings or losses.
The computation of DE Ratio shall be made by

the Issuer on a quarterly basis at the end of
each relevant financial period and shall be
based on the Issuer’s quarterly consolidated
financial statements (as announced on Bursa
Malaysia) or its then latest annual audited
consolidated financial statements, as the case
may be, prepared on a basis consistently
applied in accordance with the approved
accounting principles and standards in
Malaysia. The calculation of the DE Ratio
together with the quarterly consolidated
financial statements or the latest annual
audited consolidated financial statements, as
the case may be shall be certified by an
authorised signatory of the Issuer and
delivered to the Facility Agent and the Sukuk
Trustee within seven (7) business days from
the date of the announcement made on Bursa
Malaysia pursuant to the release of the
relevant financial statements. In the event of a
dispute of such calculation, such calculation
shall be certified by an external auditor of the
Issuer.
(d) Information : ☐ No information covenant

covenants ☒ Information covenants, details as follows:
To include but not limited to the following:
(i) the Issuer shall furnish such information as

reasonably requested by the Sukuk Trustee
and the Facility Agent including but not limited
to:
(a) audited accounts within one hundred and

eighty (180) days after the end of the
financial year which shall contain the
income statement and balance sheet of
the Issuer and which are audited and
certified without qualification by a firm of
reputable independent certified public
accountants;
30
(b) unaudited financial statements within
ninety (90) days after the end of each half
of its financial year, which shall contain
the income statement and balance sheet
of the Issuer and which are duly certified
by any one of its directors;
(c) promptly, such additional financial or

other information relating to the Issuer’s
business and its operations as the Sukuk
Trustee and Facility Agent may from time
to time reasonably request;
(d) promptly, all other accounts, reports,

statements notice or other documents
received by the Issuer from any of its
shareholders or its creditors which
contents would materially and adversely
affect the interests of the Sukukholders,
and a copy of all documents dispatched
by the Issuer to its shareholders (or any
class of them) in their capacity as
shareholders or its creditors generally at
the same time as these documents are
dispatched to these shareholders or
creditors; and
(e) the account statements of the

Designated Accounts (if applicable);
(ii) the Issuer shall immediately notify the Sukuk

Trustee in the event that the Issuer becomes
aware of:
(a) occurrence of any Dissolution Event or

potential Dissolution Event; or
(b) occurrence of any event that has caused

or could cause, one (1) or more of the
following:
i. any amount secured or payable

under the Sukuk Wakalah
Programme becomes immediately
payable; or
ii. the Sukuk Wakalah to become
immediately enforceable; or
iii. any other right or remedy under

the terms, provisions or covenants
of the Sukuk Wakalah Programme
and/or the Transaction
31
Documents to become
immediately enforceable;
(c) any circumstances that has occurred that

would materially prejudice the Issuer
and/or any security created pursuant to
the Sukuk Wakalah Programme;
(d) any claims against the Issuer which could

have a Material Adverse Effect;
(e) any substantial change in the nature of

the business of the Issuer;
(f) any change in withholding tax position or

taxing jurisdiction of the Issuer;
(g) any change in the utilisation of Sukuk

Proceeds where the Transaction
Documents and the information
memorandum sets out a specific purpose
for which such Sukuk Proceeds are to be
utilised;
(h) any litigation or other proceedings of any

nature whatsoever being threatened or
initiated against the Issuer before any
court or tribunal or administrative agency
involving itself which may materially and
adversely affect the ability of the Issuer to
perform any of its obligations under any
(i) any material change in the Issuer’s board

of directors, management and/or
shareholders of the Issuer; and
(j) any other matter that may materially

prejudice the interests of Sukukholders;
(iii) the Issuer shall provide to the Sukuk Trustee

on an annual basis, a certificate that the Issuer
has complied with its obligations under the
Transaction Documents and the terms and
conditions of the Sukuk Wakalah Programme
accordingly and that there did not exist or had
not existed, from the date the Sukuk Wakalah
were first issued or the date of the last
certificate, as the case may be, any Dissolution
Event, and if such is not the case, to specify the
same; and
(iv) Such other conditions as may be as advised by

the solicitors to be mutually agreed between
32
the Principal Adviser, Lead Arranger and the
Issuer.
(20) Details of designated : ☐ No Designated account

account(s), if ☒ Designated account(s) as follows:
applicable
In respect of the First Tranche:
The Issuer shall open and maintain the following

Shariah-compliant designated accounts (“First
Tranche Designated Accounts”) with a licensed
Islamic financial institution acceptable to the Lead
Manager(s) and the Security Trustee:
(i) the Security and Principal Account (“SPA”)

and
(ii) the Finance Service Reserve Account

(“FSRA”),
(collectively, “First Tranche Designated

Accounts”).
(i) Name of account: SPA – First Tranche
Parties responsible for opening the account:

Issuer
Parties responsible for maintaining/operating

the account: The Security Trustee
Signatories to the account: The Security

Trustee
Sources of funds:
(i) Where applicable, any cash deposited at

the time of issuance of the First Tranche to
meet the Security Cover and/or any cash
to be deposited pursuant to any Release
and Replacement of Security; and
(ii) An amount equivalent to the principal

payment due and payable under the
outstanding First Tranche which shall be
built up in accordance with the following
schedule (“Build-up Schedule”):
Period (prior to
Build-up
the Scheduled
Schedule (%)
Dissolution Date)
Twelve (12) 5%
months
33
Eleven (11) months 10%
Ten (10) months 15%
Nine (9) months 20%
Eight (8) months 30%
Seven (7) months 40%
Six (6) months 50%
Five (5) months 60%
Four (4) months 70%
Three (3) months 80%
Two (2) months 90%
One (1) month 100%
Total 100%
Utilisation of funds:
Provided no Dissolution Event has been
declared, the Issuer shall be entitled to utilise
the funds in the SPA – First Tranche for the
following purposes:
a) From time to time, to invest in the

Permitted Investments, subject to the
conditions set out in the section entitled
“Permitted investment(s), if any”. All
income earned from such investments
shall be remitted into the SPA – First
Tranche;
b) To pay the principal payment due and

payable under the First Tranche; and
c) In the event that there are excess amounts

over and above the amounts to be
captured in the SPA – First Tranche in
accordance with the Build-up Schedule,
such excess amounts may be utilised by
the Issuer for any purpose pursuant to a
Release and Replacement of Security,
provided that the Eligible Replacement
Security has been provided or procured by
the Issuer to ensure that the Security
Cover is met at all times.
(ii) Name of account: FSRA – First Tranche
Parties responsible for opening the account:

Issuer
34
Parties responsible for maintaining/operating
the account: Security Trustee
Signatories to the account: Security Trustee
Sources of funds:
The FSRA – First Tranche shall capture an
amount equivalent to the next profit payment
due and payable under the outstanding First
Tranche (“Minimum Required Balance”),
which will be built up progressively in
accordance with the following schedule:
Period (prior to the

Periodic Payment Minimum Required
Date) Balance (%)
Six (6) months 5%

Five (5) months 15%
Four (4) months 30%
Three (3) months 50%
Two (2) months 75%
One (1) month 100%
Total 100%
Utilisation of funds:
Funds in the FSRA – First Tranche may only
be:-
a) Utilised to pay the profit payments payable

under the Sukuk Wakalah.
b) From time to time, invested in the

Permitted Investments. All income earned
from such investments shall be remitted
into the FSRA – First Tranche.
(21) Details of credit : ☐ Not Rated

rating, if applicable
☒ Rated as follows:
Credit rating : MARC

agency
Credit rating : A+is
Final/Indicativ : Indicative
e
Partial rating : No
Amount rated : RM1.5 billion
35
Additional notes (leave blank if not applicable)
(22) Conditions Precedent : Conditions precedent for the establishment of the Sukuk
Wakalah Programme shall include but not limited to the
following:
Main Documentation
a) Satisfactory completion and execution of all

relevant documentation including but not limited to
the relevant Transaction Documents, duly endorsed
as exempted under Stamp Duty (No. 23) Order
2000 and if applicable, presented for registration;
Issuer
Receipt of:
a) Certified true copies of the Certificate of

Incorporation, and the memorandum and articles of
association/constitution of the Issuer or any other
equivalent documents (if applicable);
b) Certified true copies of the latest Forms 24, 44 and

49 (as prescribed by the Companies Act 1965) and,
where applicable, the latest forms as prescribed
under sections 78 (Return of allotment), 46
(Registered office and office hours) and 58 (Duty to
notify of particulars and changes of director,
manager and secretary) of the Companies Act 2016
of the Issuer;
c) Certified true copies of the board resolution(s) of the

Issuer authorising, amongst others, the
establishment of the Sukuk Wakalah Programme,
and for the Issuer to enter into and execute all the
relevant Transaction Documents and other
documents for the purposes of or in relation to the
Sukuk Wakalah Programme;
d) A list of the Issuer’s authorised signatories and their

respective specimen signatures;
e) The relevant company search on the Issuer

conducted at the Companies Commission of
Malaysia; and
f) A report of the relevant winding up search on the

Issuer conducted at the Department of Insolvency
confirming that the Issuer is not wound up.
General
36
a) Acknowledgement in respect of the lodgement to
the SC, receipt of endorsement from SC’s Shariah
Advisory Council (“SAC”) and the approvals from
any other relevant authorities (if any) pursuant to
any relevant guidelines issued by the SC or any
other authorities having jurisdiction over matters
pertaining to the Sukuk Wakalah Programme;
b) Documentary evidence that the Sukuk Trustee’s

Reimbursement Account has been opened and
Ringgit Thirty Thousand (RM30,000.00) has been
deposited therein;
c) The Sukuk Wakalah Programme has obtained a

final rating of A+ rating from MARC;
d) Receipt of Shariah pronouncements from the

Shariah Adviser confirming that the structure and
mechanism of the Sukuk Wakalah Programme and
the Transaction Documents are in compliance with
Shariah principles;
e) Documentary evidence that arrangements have

been made for payment of all fees and expenses in
relation to the Sukuk Wakalah Programme to all
relevant parties and that the relevant parties are to
receive the said payment no later than the first
issuance date of the Sukuk Wakalah Programme;
f) Where applicable and if required, satisfactory

evidence that all confirmations and consents (as the
case may be) from the existing financiers,
chargees, bank guarantors or assignees in respect
of the Issuer’s existing indebtedness have been
obtained for the Issuer to undertake the Sukuk
Wakalah Programme and to issue the Sukuk
Wakalah thereunder;
g) Receipt of the results of the legal due diligence on

the Issuer satisfactory to the Lead Arranger;
h) Receipt of a satisfactory legal opinion by the Lead

Arranger, the Lead Manager(s) and the Sukuk
Trustee from the solicitors, advising with respect to
the legality, validity and enforceability of the
relevant Transaction Documents and a confirmation
addressed to the Lead Arranger that all the
conditions precedent have been fulfilled or waived,
as the case may be; and
i) Such other conditions precedent as may be advised

by the solicitors to be mutually agreed between the
Principal Adviser, Lead Arranger and the Issuer.
37
The conditions precedent to each issuance of the Secured
Sukuk Wakalah (including the First Tranche) shall include
but not limited to the following (in each case in form and
substance acceptable to the Lead Manager(s)):
a) Satisfactory completion and execution of the

relevant Transaction Documents in respect of the
particular tranche of the Secured Sukuk Wakalah
and duly endorsed as exempted under Stamp Duty
Exemption (No. 23) Order 2000, and where
relevant, presented for registration with the relevant
authorities;
b) If required, evidence that the Designated Accounts

has been opened in accordance with the provisions
c) All relevant notices of assignment and

acknowledgements thereto (where applicable)
under the relevant Security Documents (as defined
below) have been made or received, as the case
may be, if applicable;
d) Evidence that the Statement of Particulars to be

Lodged with Charge (as prescribed under the
Companies Act 2016) in respect of the relevant
Security Documents have been lodged with the
Companies Commission of Malaysia;
e) Receipt of evidence that the relevant Transaction

Documents which contain a power of attorney
clause have been presented to the High Court of
Malaya for the registration of the power of attorney
therein contained;
f) Receipt of a certificate signed by an authorised

signatory of the Issuer confirming the compliance
with the Security Cover together with certified true
copy(ies) of satisfactory valuation report(s), from
any one or more of the agreed panel valuers
acceptable to the Lead Manager(s), addressed to
the Security Trustee in respect of the Secured
Properties for the relevant Tranche dated no earlier
than twelve (12) months prior to the proposed issue
date of the Secured Sukuk Wakalah or evidence of
cash deposited into the SPA, if applicable
g) Evidence that the consents and approvals required

from any third party, if any, in connection with the
issuance of such tranche of Secured Sukuk
Wakalah and the creation of security interests in
relation thereto, shall have been obtained and
remain valid;
38
h) In the event that the identified Secured Properties
for a relevant tranche of the Sukuk Wakalah is
encumbered and is subject to redemption:
(i) documentary evidence that a private caveat

has been lodged in favour of the Security
Trustee in respect of such Secured
Properties; and
(ii) receipt by the Security Trustee of a

redemption statement cum undertaking (in
form and substance acceptable to the Lead
Arranger and Lead Manager(s)) from the
existing financiers confirming the relevant
redemption sum and undertaking to
discharge their existing security interests
and to execute and deliver all documents
relating to such discharge upon its receipt of
the full redemption sum.
i) In the event any approval (including but not limited

to consent from the relevant State Authority (as
defined in the National Land Code 1965)) is
required to create a charge over any of the Secured
Properties as security for the relevant tranche of the
Secured Wakalah, a certified true copy of the
approval/consent from the relevant party(ies)/State
Authority to create a charge over such Secured
Properties.
Security Providers
a) Certified true copies of the Certificate of

Incorporation, Certificate of Incorporation on
Change of Name (if applicable) and the
Memorandum and Articles of
Association/Constitution of each of the Security
Providers;
b) Certified true copies of the latest Forms 24, 44 and

49 (as prescribed by the Companies Act 1965) and,
where applicable the latest forms as prescribed
under section 78 (Return of allotment), 46
(Registered office and office hours) and 58 (Duty to
notify of particulars and changes of director,
manager and secretary) of the Companies Act 2016
of each of the Security Providers;
c) Certified true copies of the board resolution(s) of

each of the Security Providers authorising, amongst
others, the provision of security in respect of the
Secured Sukuk Wakalah and to enter into and
execute all relevant Security Documents;
39
d) A list of each of the Security Providers’ authorised
signatories and their respective specimen
signatures;
e) A report of the relevant company search on each of

the Security Providers conducted at the Companies
Commission of Malaysia;
f) A report of the relevant winding-up search on each

of the Security Providers conducted at the
Department of Insolvency which reveals that no
winding-up order has been made against the
Security Providers;
g) Receipt of a satisfactory legal opinion addressed to

the Lead Manager(s) and the Sukuk Trustee from
the Solicitors with respect to, amongst others, the
legality, validity and enforceability of the relevant
Security Documents and written confirmation
addressed to the Lead Manager(s) on compliance
of all conditions precedent to such issuance of
Secured Sukuk Wakalah;
Such other conditions precedent as may be advised by the

solicitors to be mutually agreed between the Principal
Adviser, Lead Arranger, Lead Manager(s) and the Issuer.
Conditions Subsequent
In respect of the Secured Sukuk Wakalah:
No later than ninety (90) days from the date of issuance of

the relevant tranche of Secured Sukuk Wakalah (or such
longer period as may be agreed by the Security Trustee in
writing) under the Sukuk Wakalah Programme:
(i) the relevant Security Documents in respect of the

encumbered Secured Properties for such tranche
of Secured Sukuk Wakalah shall have been
executed, stamped or endorsed as exempted from
stamp duty;
(ii) the Security Trustee shall have received:
a) Where applicable, the receipt of presentation

for registration of the first legal fixed charge(s)
over the encumbered Secured Properties in
favour of the Security Trustee;
b) Evidence that the Statement of Particulars to

be Lodged with Charge (as prescribed under
the Companies Act 2016) in respect of the
relevant Security Documents have been
40
lodged with the Companies Commission of
Malaysia;
c) A legal opinion satisfactory to the Security

Trustee advising with respect to, among
others, the legality, validity and enforceability
of the relevant Security Documents in respect
of the Secured Properties; and
d) Such other conditions subsequent as may be

required by the Lead Arranger and/or advised
by the solicitors.
In respect of the Unsecured Sukuk Wakalah:
None.
(23) Representations and : The Issuer’s representations and warranties shall include
warranties but not be limited to the following:
(i) it is a company duly incorporated and validly

existing under the laws of Malaysia and it has the
full power and authority to enter into the business in
which it is engaged and to own its property and
assets and has full beneficial ownership of all its
property and assets;
(ii) its memorandum and articles of

association/constitution incorporates provisions
which authorise it to enter and execute the
Transaction Documents and to perform its
obligations contemplated in the Transaction
Documents in accordance with their terms;
(iii) all necessary corporate and other relevant actions,

authorisations, licences, permits, approvals and
consents required from any administrative,
governmental or other authority or body in Malaysia
in respect of the Transaction Documents have been
taken, fulfilled and obtained (as the case may be)
and remain in full force and effect;
(iv) neither the execution and delivery of any of the
Transaction Documents or the issuance of the
Sukuk Wakalah did or does as at the date of this
representation and warranty is made or repeated
(a) contravene or constitute a default under any
provision contained in any agreement, instrument,
law, ordinance, decree, judgment, order, rule,
regulation, licence, permit or consent by which itself
or any of its assets is bound or which is applicable
to it or any of its assets, (b) cause any limitation on
itself or the powers of its directors, whether imposed
by or contained in its Constitution or in any
agreement, instrument, law, ordinance, decree,
41
order, rule, regulation, judgment or otherwise, to be
exceeded, or (c) cause the creation or imposition of
any security interest or restriction of any nature on
any of its assets;
(v) its entry into, exercise of its rights under and

performance of the Transaction Documents do not
and will not violate any existing law or
documents/agreements to which it is a party or its
memorandum and articles of association/
constitution;
(vi) each of the Transaction Documents is or will, when

executed and/or issued (as the case may be), be in
full force and effect and constitute (or will constitute,
when executed and/or issued (as the case may be))
its legal, valid, binding and enforceable obligations;
(vii) save as provided for under the Transaction

Documents, no registration, recording, filing or
notarisation of the Transaction Documents and no
payment of any duty or tax and no other action
whatsoever is necessary or desirable to ensure the
validity or enforceability in Malaysia of the liabilities
and obligations of the Issuer or the rights of the
Sukuk Trustee and the Security Trustee under the
Transaction Documents in accordance with their
terms or to ensure the admissibility in evidence in
Malaysia of the Transaction Documents;
(viii) all takaful/insurances required under the

Transaction Documents have been effected and
are valid and binding and all takaful
contributions/insurance premium due have been
paid and, so far as the Issuer is aware, nothing has
been done or omitted to be done which has made
or could make any such policy void or voidable;
(ix) no potential Dissolution Event or Dissolution Event
or event or circumstance which, with the passing of
time, the giving of notice, the making of a
determination or any combination thereof
constituting a Dissolution Event will occur or has
occurred and is continuing;
(x) there has been no material adverse change in its

financial condition since the date of its last audited
financial statements;
(xi) it is in compliance and will comply with all applicable

laws, guidelines, permits and regulations, where
non-compliance would have a Material Adverse
Effect;
42
(xii) its audited financial statements are prepared in
accordance with approved accounting principles
and standards in Malaysia which have been
consistently applied and (in conjunction with the
notes to such statements) present a true and fair
view of its financial position for the financial year
ended on such date and the state of affairs at that
date;
(xiii) no litigation, arbitration, administrative proceeding,

investigation or claim which might by itself or
together with any other such proceedings or claims,
is presently in progress or pending or, to the best of
its knowledge, information and belief threatened
against the Issuer or any of its assets which either
(i) may have a Material Adverse Effect or (ii) would
or might materially and adversely affect the legality,
validity or enforceability of the Transaction
Documents save for those items disclosed in the
information memorandum;
(xiv) to the best of the Issuer’s knowledge and belief as

at the date of the Transaction Documents, there is
no change of relevant law and no related
governmental action has occurred which would
make it materially improbable for the Issuer to
perform its covenants and obligations under the
Transaction Documents;
(xv) it has delivered all necessary returns (if any) to the

relevant taxation authorities and save for the
amounts contested in good faith and for which
adequate reserves are established, it is not in
default in the payment of any taxes, and no claim is
being asserted with respect to taxes which is not
disclosed in the financial statements;
(xvi) no step has been taken by the Issuer or to the best

of its knowledge, its creditors or any other person
on its behalf nor have any legal proceedings or
applications been started or threatened under
Section 366 of the Companies Act 2016;
(xvii) all information furnished by itself in connection with

the Sukuk Wakalah Programme and the
transactions contemplated under the Transaction
Documents and its assets, business and affairs is
true and not misleading and does not contain any
material omission, and all expressions of
expectation, intention, belief and opinion contained
therein were honestly made on reasonable grounds
after reasonable inquiry;
43
(xviii) save as disclosed in writing prior to the date of the
Transaction Documents, there is no litigation,
arbitration, winding-up or administrative proceeding
or any other proceeding or claim which, is presently
in progress or, pending or, to the best of the Issuer’s
knowledge, threatened against the Issuer;
(xix) no extraordinary circumstances or change of law or

other governmental action has occurred which shall
make it improbable to observe and perform its
covenants and obligations on its part to be
observed and performed under the Transaction
Documents; and
(xx) Such other representation and warranty as may be

advised by the solicitors to be mutually agreed
between the Principal Adviser, Lead Arranger and
the Issuer.
(24) Events of default or : To include but not limited to the following dissolution events
enforcement events, (“Dissolution Events”):
where applicable,
including recourse (i) Non-payment: the Issuer is unable to pay any
available to investors amount due in respect of any tranche of Sukuk
Wakalah under any of the Transaction Documents
on the due date, or if so payable, on demand;
(ii) Breach of obligations: the Issuer and/or any

Security Provider fails to observe or perform its
obligations or terms and conditions under any of the
Transaction Documents to which it is a party or
under any undertaking or arrangement entered into
in connection therewith other than an obligation
relating to the type referred to in item (i) above, and,
if such breach in the reasonable opinion of the
Sukuk Trustee is capable of being remedied, the
Issuer does not remedy the breach within a period
of thirty (30) days after the earlier of (a) the Issuer
having actual knowledge thereof or (b) receipt of
written notice thereof from the Sukuk Trustee;
(iii) Misrepresentation: any representation, warranty

or statement which is made or given by the Issuer
and/or any Security Provider under any of the
Transaction Documents to which it is a party or
which is contained in any specific certificate,
document or statement furnished at any time
pursuant to the terms of the Sukuk Wakalah
Programme and/or any of the Transaction
Documents proves to be incorrect or misleading in
any material respect on or as of the date made or
given or deemed made or given;
44
(iv) Invalidity: any provision of the Transaction
Documents is or becomes, for any reason, invalid,
illegal, void or unenforceable which would prevent
the Issuer and/or any of the Security Providers from
performing any of its obligations thereunder;
(v) Existing contractual obligations: there has been

a breach by the Issuer and/or any of the Security
Providers of any obligation under any of the Issuer’s
or the Security Provider’s existing contractual
obligations which may have a Material Adverse
Effect and, if in the reasonable opinion of the Sukuk
Trustee is capable of being remedied, the Issuer or
such Security Provider, as the case may be, does
not remedy the breach within a period of thirty (30)
days after the Issuer or such Security Provider, as
the case may be, became aware or having been
notified in writing by the Sukuk Trustee of the
breach, whichever is earlier;
(vi) Cessation/change of business: the Issuer and/or

any of the Security Providers changes or threatens
to change the nature or scope of a substantial part
of its business, or suspends or threatens to
suspend, or cease or threatens to cease the
operation of a substantial part of its business which
it now conducts;
(vii) Appointment of receiver, legal process: an

encumbrancer takes possession of, or a trustee,
nominee liquidator, receiver and/or manager,
judicial manager or other similar officer is appointed
in respect of, the whole or a substantial part of the
business, assets or undertaking of the Issuer and/or
any of the Security Providers or any distress, legal
process, sequestration or any form of execution is
levied or enforced or sued out against the Issuer
and/or any of the Security Providers and is not
withdrawn or discharged within thirty (30) days after
being levied, enforced or sued out, or any security
interest which may for the time being affect the
assets of the Issuer or such Security Provider, as
the case may be, becomes enforceable;
(viii) Insolvency: the Issuer and/or any of the Security

Providers is deemed unable to pay its debts or
becomes unable to pay any of its debts as they fall
due or suspend or gives notice to suspend making
payments with respect to all or any class of its debts
within the meaning of Section 466 of the
Companies Act, 2016 and the Issuer or such
Security Provider, as the case may be, has not
taken any action in good faith to set aside such
45
claims within twenty one (21) days from the date of
service of such claims for payment;
(ix) Creditor control: any creditor of the Issuer and/or

any of the Security Providers exercises a
contractual right to take over the financial
management of the Issuer or the Security Provider,
as the case may be;
(x) Composition: the Issuer and/or any of the Security

Providers convenes a meeting of its creditors or
proposes or makes any arrangement including any
scheme of arrangement or composition or begins
negotiation with its creditors or takes any
proceedings or other steps, with a view to a
rescheduling or deferral of all or any part of its
indebtedness or a moratorium is agreed or declared
by a court of competent jurisdiction in respect of or
affecting all or any part of its indebtedness or any
assignment for the benefit of its creditors (other
than for the purposes of and followed by a
reconstruction previously approved in writing by the
Sukuk Trustee, unless during or following such
reconstruction the Issuer or such Security Provider
becomes or is declared to be insolvent) or where a
scheme of arrangement under Section 366 of the
Companies Act 2016 has been instituted against
the Issuer and/or any Security Provider;
(xi) Winding-up: any step is taken for the winding-up,

dissolution or liquidation of the Issuer and/or any of
the Security Providers or a resolution being passed
for the winding-up of the Issuer and/or any of the
Security Providers or a petition for winding-up is
presented against the Issuer and/or any of the
Security Providers or an order of court is made
against the Issuer and/or any of the Security
Providers to be wound up or similar proceedings
which are reasonably determined by the Sukuk
Trustee to be analogous in effect being instituted
(other than for the purposes of an intra-group
reorganisation on a solvent basis or an
amalgamation, merger or reconstruction the terms
whereof have previously been approved by the
Sukuk Trustee unless during or following such
reconstruction, the Issuer or such Security Provider,
as the case may be, becomes or is declared to be
insolvent) or a bona fide petition (which for the
avoidance of doubt, excludes frivolous or vexatious
petitions) is presented for the winding-up or
dissolution of the Issuer or such Security Provider,
as the case may be, by an order of a court of
competent jurisdiction unless such petition is
stayed, withdrawn or dismissed within thirty (30)
46
days (or such extended period as the Sukuk
Trustee may consent, such consent not to be
unreasonably withheld) of its presentation;
(xii) Cross default: any indebtedness for borrowed

moneys or Islamic financing of the Issuer and/or
any of the Security Providers becomes due or
payable or capable of being declared due or
payable prior to its stated maturity or any guarantee
or similar obligations of the Issuer or any Security
Provider are not discharged at maturity or when
called and such declaration of indebtedness being
due or payable or such call on the guarantee or
similar obligations is not discharged or disputed in
good faith by the Issuer or such Security Provider,
as the case may be, in a court of competent
jurisdiction within thirty (30) days from the date of
such declaration or call, or the Issuer and/or any of
the Security Providers goes into default under, or
commits a breach of, any agreement or instrument
relating to any such indebtedness, guarantee or
other obligations, or any security created to secure
such indebtedness becomes enforceable;
(xiii) Assets: any of the property or assets,

undertakings, rights or revenue of the Issuer shall
be condemned, seized, or otherwise appropriated,
nationalised or compulsorily acquired by any
person acting under the authority of the
governmental body;
(xiv) Secured Properties: any of the Secured

Properties is condemned, seized, or otherwise
appropriated, nationalised or compulsorily acquired
by any person acting under the authority of the
governmental body which in the opinion of the
Sukuk Trustee has or would be likely to have a
Material Adverse Effect;
(xv) Repudiation: the Issuer and/or any of the Security

Providers repudiates any of the Transaction
Documents to which it is a party or the Issuer and/or
any of the Security Providers does or causes to be
done any act or thing evidencing an intention to
repudiate any of the Transaction Documents to
which it is a party;
(xvi) Judgment passed: the Issuer and/or any of the

Security Providers fails to satisfy any judgment at
any time passed against it by any court of
competent jurisdiction and no appeal against such
judgment or no application for a stay of execution
has been made to any appropriate appellate court
within the time prescribed by law or such appeal or
47
application for a stay of execution has been
dismissed;
(xvii) Approvals: any consent, authorization, licence,

approval or registration with or declaration to
governmental or public bodies or authorities or
courts (where applicable) required by the Issuer
and/or any of the Security Providers in connection
with the execution, issue, delivery, validity, legality,
enforceability or admissibility in evidence of any of
the Transaction Documents to which it is a party or
the performance by the Issuer and/or any of the
Security Providers of its obligations under any of the
Transaction Documents to which it is a party or to
carry out its business, as the case may be, is
withheld, modified (provided that such modification
would or might have a Material Adverse Effect) or is
not approved or is revoked or expired or is not
renewed or otherwise ceases to be in full force and
effect and such withholding, modification, non-
approval, revocation, expiration, or non-renewal
continues for thirty (30) days or more from the date
the Issuer or such Security Provider, as the case
may be, is being notified in writing of such failure,
unless in respect of the foregoing such withholding,
modification, non-approval, revocation, expiration,
or non-renewal will not have a Material Adverse
Effect;
(xviii) Change in financial position: any change in the

financial position of the Issuer which would have a
Material Adverse Effect;
(xix) Other Events: any event or events has or have

occurred or a situation or situations exist(s) which
may have a Material Adverse Effect and in the case
of the occurrence of such event or situation which
in the opinion of the Sukuk Trustee is capable of
being remedied, the Issuer does not remedy it
within a period of thirty (30) days after the Issuer
had become aware or had been notified by the
Sukuk Trustee of the event or situation;
(xx) Such other conditions as may be advised by the

solicitors to be mutually agreed between the
Principal Adviser, Lead Arranger and the Issuer.
Upon the occurrence of any of the Dissolution Events

above, the Sukuk Trustee may or shall if so directed by a
special resolution passed by the Sukukholders, issue a
notice to the Issuer (“Acceleration Notice”) declaring that
a Dissolution Event has occurred (“Dissolution
Declaration Date”), whereupon:
48
(i) all amounts payable by the Issuer under the
relevant Sukuk Wakalah shall thereupon
immediately become due and payable and all
accrued profits and principal thereon and any other
amounts payable under the relevant Sukuk
Wakalah shall become due and payable; and
(ii) the Security Trustee shall be entitled to

immediately enforce the security conferred by
and/or exercise any of its rights, powers and
discretions under the relevant Security Documents,
without further notice to the Issuer or any of the
Security Providers.
Upon the declaration that a Dissolution Event has occurred

on the Dissolution Declaration Date, the Obligor shall
purchase the Sukukholders’ undivided and proportionate
beneficial interest in the Shariah-compliant Business at the
Exercise Price pursuant to the Purchase Undertaking.
Proceeds of the Wakalah Investments including the

Exercise Price, the Deferred Sale Price and any returns
generated shall be utilised to redeem the Sukuk Wakalah
at the Dissolution Distribution Amount on the Dissolution
Declaration Date.
Upon full payment of all amounts due and payable under

the Sukuk Wakalah, the relevant trust in respect of the
Trust Assets will be dissolved and the relevant Sukuk
Wakalah held by the Sukukholders will be cancelled.
“Material Adverse Effect” means any event which may

materially and adversely affect: -
(i) the ability of the Issuer and/or any of the Security

Providers to perform any of its obligations under
any of the Transaction Documents to which it is a
party; and/or
(ii) the business or condition (financial or otherwise) or

property or results of the operations of the Issuer
and/or any of the Security Providers; and/or
(iii) the rights of or benefits or remedies available to the

Sukuk Trustee/ Sukukholders under any provision
of the Transaction Documents.
(25) Governing laws : The laws of Malaysia.
(26) Provisions on buy- : ☐ No provision on buy-back.

back, if applicable
☒ Provisions on buy-back, details as follows:
49
Redemption at maturity
Unless previously redeemed or purchased and

cancelled, the Sukuk Wakalah shall be redeemed by
the Issuer at 100% of its nominal value on the
respective Scheduled Dissolution Date.
Purchase and Cancellation
The Issuer or any of the subsidiaries or agent(s) of

the Issuer may at any time purchase the Sukuk
Wakalah at any price in the open market or by way of
a private treaty and such Sukuk Wakalah purchased
shall be cancelled and shall not be resold/reissued.
Any of the Sukuk Wakalah acquired in the open

market or by private treaty by the Issuer’s related
corporations (other than the Issuer’s subsidiaries) or
Interested Persons (who shall include directors,
major shareholders and chief executive) need not be
cancelled but shall not entitle them to participate in
the voting of any Sukukholders’ resolution nor form
part of the quorum of any meeting subject to any
exceptions in the Trust Deeds Guidelines.
(27) Provisions on early : ☒ No provision on early redemption

redemption, if ☐ Provisions on early redemption, details as follows:
applicable
(28) Voting : Voting by the Sukukholders under the Sukuk Wakalah

Programme shall be carried out as follows:
Prior to upsizing of the Sukuk Wakalah Programme
All matters/resolutions which require the Sukukholders’

consent/decision shall be carried out on a “per tranche”
basis. Where any particular decision/consent affects a
particular tranche, then only the Sukukholders for such
tranche shall vote.
Post upsizing of the Sukuk Wakalah Programme
All matters/resolutions which require the Sukukholders’

consent/decision under the Sukuk Wakalah Programme
shall be carried out on a “per tranche” basis. Where any
particular decision/consent affects a particular tranche,
then only the Sukukholders for such tranche shall vote
“tranche” shall mean such Sukuk Wakalah with the same

issue date and consist of the same terms and conditions,
and sharing the same security.
For the avoidance of doubt, the Sukuk Wakalah held by the

Issuer, any subsidiaries or agent(s) of the Issuer or any
50
Interested Person of the Issuer shall not be counted for the
purposes of voting.
(29) Permitted : ☐ No permitted investments

investments, if
☒ Permitted investments, details as follows:
applicable
Funds held in the FSRA and SPA can, from time to
time, be utilised to make Permitted Investments (as
defined herein).
Permitted Investments shall comprise Shariah

compliant investment products/instruments approved
by SC and/or BNM. Permitted Investments shall be
limited to the following:
1. Mudharabah, Wadiah and other Islamic deposits

under Shariah principles maintained with a
Shariah compliant financial institution;
2. Islamic banker acceptances, Islamic bills, Islamic

money market instruments issued by a licensed
financial institution with a minimum short-term
credit rating of P1 or MARC-1 and minimum long-
term rating of AA3 or AA- or its equivalent;
3. Sukuk issued by quasi-government or

government-related corporations with a short-
term rating of MARC-1 and a minimum long-term
rating of AA- or their equivalent or sukuk
guaranteed by the Government;
4. Islamic principal guaranteed structured

investments approved by BNM and issued by
licensed financial institutions with a minimum
short-term rating of P1 or MARC-1 and a minimum
long-term rating of AA3 or AA- or its equivalent or
their local or foreign equivalents;
5. Islamic treasury bills, Islamic money market

instruments, and other Islamic instruments issued
by BNM or the Government of Malaysia;
6. Sukuk issued by corporations, financial

institutions or guaranteed by licensed financial
institutions with a minimum short-term rating of P1
or MARC-1 and a minimum long-term rating of
AA3 or AA- or its equivalent;
7. Any other Islamic capital market instruments or

Islamic investment products which are capital
protected by licensed takaful companies in
Malaysia with short-term rating of MARC-1 and a
51
minimum long-term rating of AA- or their
equivalent; and/or
8. Any Islamic fund which invests in any of the

instruments above.
Provided that such funds utilised for Permitted

Investments shall be remitted into the Designated
Account in a timely manner to meet any payment
obligations of the Issuer that are due and payable.
All income earned from such investments will be

credited to the respective Designated Account to be
utilised in accordance with the stipulated usage.
(33) Ta’widh : In the event the Investment Wakeel breaches its fiduciary
(Compensation) duty as an investment wakeel due to its failure to distribute
any realised Periodic Distributions, and/or the Obligor/Buyer
delays or fails to pay any amounts due and payable to the
Sukukholders under any sale agreement pursuant to the
exercise of the Purchase Undertaking and/or the Deferred
Sale Price, the Investment Wakeel and/or the Obligor/Buyer
shall pay to the Sukuk Trustee (acting on behalf of the
Sukukholders) Ta`widh (compensation) on such delay or
failure in payments at the rate and in the manner prescribed
by the SAC from time to time.
Any compensation referred to above which is paid to the

Sukukholders can be treated and/or utilised by the
Sukukholders at their absolute discretion in accordance with
or determined by their respective Shariah requirements,
which may include donation to any registered charitable
organization or for any charitable purposes.
(34) Ibra’ (Rebate) : Ibra’ (where applicable) shall be granted by the

Sukukholders. The Sukukholders in subscribing to or
purchasing the Sukuk Wakalah hereby consent to grant
such Ibra’ (if any) on the Deferred Sale Price if the Sukuk
Wakalah is redeemed before the Scheduled Dissolution
Date or upon the Dissolution Declaration Date.
Ibra’ refers to an act of releasing absolutely or conditionally

Sukukholders’ rights and claims on any obligation against
the Issuer which would result in the latter being discharged
of its obligations or liabilities towards the former. The
release may be either partially or in full. With respect to the
Murabahah Investment portion of the Wakalah
Investments, Ibra’ refers to the release of rights on
debts/amounts due and payable under the said contract.
Ibra’ for redemption upon the Dissolution Declaration Date

shall be calculated from the Dissolution Declaration Date
up to the Sukuk Wakalah’s respective Scheduled
Dissolution Dates.
52
For the avoidance of doubt, Ibra’ will be applicable to the
Commodity Murabahah Investment portion of the Wakalah
Investments, i.e. the Deferred Sale Price only.
For the avoidance of doubt, any double counting shall be
disregarded.
(35) Kafalah : Not applicable
(36) Other terms and :

conditions
(i) Details on : The proceeds raised from the issuance of the Sukuk
utilisation of Wakalah shall be utilised by the Issuer for the following
proceeds by Shariah compliant purposes in the following order of
the Issuer priority:
(i) repayment of existing financing/borrowings to

unencumber the Secured Properties; and
(ii) defraying fees, costs and expenses in relation to

the issuance of the Sukuk Wakalah and Sukuk
Wakalah Programme.
The remaining proceeds after (i) and (ii) above shall be

utilised by the Issuer for the following Shariah compliant
purposes:-
(a) capital expenditure and/or investments (including

but not limited to the purchase of land(s),
building(s), shares, property and/or payment into
joint ventures) of the Issuer and/or its group of
companies;
(b) working capital of the Issuer and/or its group of

companies;
(c) refinancing of existing financing/borrowings of the

Issuer or the Issuer’s group of companies; and/or
(d) general corporate purposes of the Issuer and/or

its group of companies.
(ii) Issuance : Upon confirmation that the Conditions Precedent have

conditions been met, the Sukuk Wakalah shall be available for
issuance on a per tranche basis subject to the followings:
(i) written confirmation from the Issuer (in form and

substance satisfactory to the Principal Adviser/Lead
Arranger) that:
(a) all representations and warranties in the

Transaction Documents made or deemed to
be made by the Issuer are true and correct in
53
all respects and the Issuer is in compliance
with all covenants and undertakings
contained in the Transaction Documents; and
(b) no Dissolution Event has occurred or would

occur as a result of the issuance of the Sukuk
Wakalah; and
(ii) any other conditions as may be advised by the

solicitors’ and to be mutually agreed between the
Principal Adviser, Lead Arranger, Lead Manager(s)
and the Issuer.
(iii) Identified : The Wakalah Investments comprise the Shariah compliant

assets Business and the Commodity Murabahah Investment.
“Commodities” shall mean Shariah-compliant

commodities which may include but not limited to crude
palm oil or such other acceptable commodities (excluding
ribawi items in the category of medium of exchange such
as currency, gold and silver) which are traded through the
commodity trading platform, Bursa Suq Al-Sila’ and/or such
other trading platforms acceptable to the Shariah Adviser.
(iv) LOLA : The Guidelines on Unlisted Capital Market Products under

Guidelines the Lodge and Launch Framework issued by the SC on 9
March 2015, effective on 15 June 2015 and revised on 26
November 2019 (as amended from time to time).
(v) Expected : Any relevant periodic distribution date, such amount

Periodic calculated at the on a fixed rate to be determined prior to
Distribution each issuance on the nominal value of the relevant Sukuk
Amount Wakalah based on actual/365 days.
(vi) Exercise : The “Exercise Price ” for the purchase of the Shariah-
Price Compliant Business, shall be at the market value or fair
value of the Shariah-compliant Business determined based
on the valuation principles set out in the Wakalah
Agreement, on the relevant scheduled Dissolution Date(s)
or the Dissolution Declaration Date, as the case may be.
(vii) Purchase and : Commodity Purchase Price

selling price/
rental In relation to the Commodity Murabahah Investment, the
Commodity Purchase Price shall be determined prior to
each issuance of the Sukuk Wakalah and shall be equal to
the remaining part of the Sukuk Wakalah proceeds. The
Commodity Purchase Price shall comply with the SC's SAC
asset pricing requirements (“Asset Pricing
Requirements”) as provided in the LOLA Guidelines.
Deferred Sale Price
54
The Deferred Sale Price shall be determined prior to each
issuance of the Sukuk Wakalah and shall comprise the
Commodity Purchase Price plus the aggregate profit
margin of the Sukuk Wakalah payable on a deferred
payment basis.
(viii) Dissolution : The date on which the Sukuk Trustee, by written notice to
Declaration the Issuer, declare that a Dissolution Event has occurred.
Date
(ix) Dissolution : The Dissolution Distribution Amount shall be equivalent to:

Distribution
Amount (a) nominal value of the Sukuk Wakalah; plus
(b) the accrued but unpaid Expected Periodic

Distribution Amount (if any), accrued up to the
Scheduled Dissolution Date.
(x) Profit / : The profit rate will be on a fixed rate basis to be determined
Coupon / and agreed by the Issuer and the Lead Manager(s) prior to
Rental rate each issuance of Sukuk Wakalah.
(xi) Profit / : Payable on a semi-annual basis or such other frequency to

Coupon / be determined prior to the issuance of each tranche.
Rental
payment
frequency
(xii) Yield to : To be determined prior to each issuance of Sukuk

maturity Wakalah.
(xiii) Profit/Coupon : The profit payments shall be calculated on the basis of

/ Rental actual / 365 days.
payment
basis
(xiv) Issue price : The Sukuk Wakalah will be issued at par to its nominal
value.
(xv) Form and The Sukuk Wakalah shall be represented by a global

denomination certificate to be deposited with BNM and shall be
exchanged for definitive bearer form only in certain limited
circumstances. The denomination of the Sukuk Wakalah
shall be Ringgit One Thousand (RM1,000.00) or in
multiples of Ringgit One Thousand (RM1,000.00) at the
time of issuance.
(xvi) Listing status : The Sukuk Wakalah will not be listed on any stock
exchange.
(xvii) Sukuk The Issuer shall open and maintain a Sukuk Trustee’s
Trustee’s Reimbursement Account (as required under the SC’s Trust
Deeds Guidelines revised on 12 July 2011 and effective on
55
reimburseme 12 August 2011, as amended from time to time (“Trust
nt account Deeds Guidelines”)), in which a sum of Ringgit Thirty
Thousand (RM30,000.00) is to be deposited (“Sukuk
Trustee’s Reimbursement Account”). The Sukuk
Trustee’s Reimbursement Account shall be operated by the
Sukuk Trustee and the monies shall only be used strictly by
the Sukuk Trustee in carrying out its duties in relation to the
occurrence of a Dissolution Event which are provided in the
Trust Deed. The sum of Ringgit Thirty Thousand
(RM30,000.00) in the Sukuk Trustee’s Reimbursement
Account shall be maintained at all times throughout the
tenure of the Sukuk Wakalah Programme.
(xviii) Status : Secured Sukuk Wakalah
All payment obligations of the Issuer under the Secured

Sukuk Wakalah shall constitute direct, unconditional,
secured and unsubordinated obligations of the Issuer, and
shall at all times, rank pari passu in all respects with all
other present and future direct, unsecured and
unsubordinated obligations of the Issuer, subject to those
Unsecured Sukuk Wakalah
All payment obligations of the Issuer under the Unsecured

Sukuk Wakalah shall constitute direct, unconditional,
unsecured and unsubordinated obligations of the Issuer,
and shall at all times, rank pari passu in all respects with all
other present and future direct, unsecured and
unsubordinated obligations of the Issuer, subject to those
(xix) Fees & : All costs and expenses (including legal fees, out of pocket
expenses expenses, reasonable traveling expenses and all goods
and services, value added and other duties or taxes
payable on such cost and expenses) whether on an
abortive basis or otherwise shall be for the account of the
Issuer.
(xx) Transaction : Documentation is to be in form and substance satisfactory

Documents to all parties and shall include provisions standard to facility
of this nature and acceptable to the Issuer, including but
not limited to clauses such as conditions precedent,
representations and warranties, undertakings, dissolution
events, illegality, pari-passu ranking, material adverse
change, cross default etc.
The Sukuk Wakalah Programme shall be evidenced by the

following transaction documents:
(i) Trust Deed;
(ii) Programme Agreement;
56
(iii) The relevant security documents for each tranche of
Secured Sukuk Wakalah (“Security Documents”);
(iv) Security Trust Deed;
(v) Islamic documents for each tranche of Sukuk

Wakalah;
(vi) Securities Lodgement Form pursuant to the Central

Securities Depository and Paying Agency Rules
issued by BNM; and
(vii) Such other documents/agreements as may be

advised by the solicitors.
(xxi) Taxation : All payments by the Issuer shall be made in full without
withholding or deductions for or on account of any present
or future tax, duty or charge of whatsoever nature imposed
or levied by or on behalf of Malaysia or any authority thereof
or therein having power to tax, unless such withholding or
deduction is required by law (in which event the Issuer shall
be required to make such additional amount so that the
payee would receive the full amount which the payee would
have received if no such withholding or deductions were
made).
(xxii) Other : The Sukuk Wakalah Programme shall at all times comply
conditions with the guidelines issued and to be issued from time to
time by the SC, BNM and/or PayNet.
57
SECTION 3.0 CORPORATE INFORMATION OF THE ISSUER
3.1 Corporate profile of the Issuer
The Issuer was incorporated in Malaysia as a private limited company under the name
of Itama Sdn Berhad on 2 June 1979. The Issuer’s name was changed to IGB Fibre-
Cement Products Sdn Berhad on 4 February 1982 and subsequently to Jasa Megah
Industries Sdn Bhd on 30 July 1984. It was converted into a public company on 1 July
1991 and changed its name to Jasa Megah Industries Berhad. On 18 August 1992, it
was listed on Bursa Malaysia. The Issuer’s name was changed to Dijaya Corporation
Berhad on 3 June 1997 and it assumed its present name, Tropicana Corporation
Berhad on 22 May 2013.
The Issuer is an investment holding company and its principal activity includes the
provision of management services, whilst the principal activities of its subsidiaries,
associated companies and jointly-controlled companies are property development,
property investment, investment holding and provision of hotel management and
educational services.
3.2 Share capital of the Issuer
The issued share capital of the Issuer as at 13 May 2020 is RM3,223,186,960.02

comprising of 1,470,425,550 ordinary shares (including 38,817,441 treasury shares
held by the Issuer) and 982,386,093 irredeemable convertible preference shares.
3.3 Substantial shareholders of the Issuer
As at 13 May 2020, the substantial shareholders of the Issuer are as follows:-
Direct Interest Indirect Interest
Substantial Shareholder No. of % No. of %

Ordinary Ordinary
Shares Shares
Tan Sri Dato’ Tan Chee 358,234,048 25.02 546,107,1541 38.15
Sing
Tan Sri Dr Lim Wee Chai 155,223,865 10.84 - -
Aliran Firasat Sdn Bhd 300,348,324 20.98 - -
Golden Diversity Sdn Bhd 140,606,124 9.89 - -
Impeccable Ace Sdn Bhd 105,152,706 7.35 - -
1
Deemed interested by virtue of his interests in Aliran Firasat Sdn Bhd, Golden Diversity Sdn Bhd and
Impeccable Ace Sdn Bhd pursuant to Section 8 of the Companies Act 2016.
58
3.4 Profiles of directors of the Issuer
The profiles of the Directors of the Issuer as at 13 May 2020 are as follows:
Director Profile
Tan Sri Dr Lim Tan Sri Dr Lim Wee Chai, a Malaysian, aged 62, was appointed
Wee Chai as the Deputy Chairman, Non-Independent Non-Executive
(Chairman, Director of the Issuer on 24 October 2017. On 24 January 2019,
Non- he was re-designated as the Chairman of the Issuer. He is a
Independent member of the Investment Committee of the Issuer.
Non-Executive Tan Sri Dr Lim graduated with a Bachelor of Science Degree with
Director) Honours in Physics from University of Malaya in 1982, Malaysia,
Master of Business Administration from Sul Ross State University
in 1985, Texas, United States of America, and PhD in
Management from University of Selangor in 2015, Malaysia. He
was conferred an Honorary Doctorate in Business Administration
by Oklahoma City University, United States of America in 2016 and
Honorary Doctorate in Entrepreneurship by Management and
Science University, Malaysia in 2018.
Tan Sri Dr Lim is presently the Executive Chairman and Founder
of Top Glove Corporation Bhd, the world’s largest manufacturer of
gloves, a public company listed on the Main Market of Bursa
Malaysia in 2001 and the Main Board of Singapore Exchange in
2016. He is also the Chairman and Founder of Top Glove
Foundation, the company’s philanthropic arm.
Tan Sri Dr Lim is a Council Member and immediate Past President
of the Federation of Malaysian Manufacturers (“FMM”) since 2018.
He is an Honorary Fellow of the Malaysian Institute of Physics
(“IFM”), Director and Board Member of Employees Provident
Fund, Honorary President of The Associated Chinese Chambers
of Commerce and Industry of Malaysia (“ACCCIM”), Honorary
President of the Malaysia-China Chamber of Commerce
(“MCCC”), Honorary President of the Kuala Lumpur and Selangor
Chinese Chamber of Commerce and Industry (“KLSCCCI”), Life
Honorary Advisor of the Federation of Chinese Associations
Malaysia, Life Honorary President of the Federation of Hokkien
Associations of Malaysia, Honorary Advisor of the Klang Chinese
Chamber of Commerce, Honorary Advisor of the Lim Association
of Malaysia and Director of Kuen Cheng High School.
Tan Sri Dr Lim has been actively involved in many associations
and organisations in Malaysia. He was a Director of the University
of Malaya from 2015 to 2018. In addition, he served as the
President of the Malaysian Rubber Glove Manufacturers
Association (“MARGMA”) from 1997 to 1999, Director of the
Association of Malaysia Medical Industries (“AMMI”), Board
Member of the Malaysia Rubber Board from 1998 to 1999 and
Council Member of the East Asia Business Council (“EABC”) from
2011 to 2015.
59
Director Profile
Tan Sri Dato’ Tan Sri Dato’ Tan Chee Sing, a Malaysian, aged 65, was
Tan Chee Sing appointed as the Group Executive Vice Chairman of the Issuer on
(Group 24 January 2019.
Executive Vice Tan Sri Dato’ Tan Chee Sing was the founder of the Issuer. He
Chairman) was previously appointed as Chairman and the Group Chief
Executive Officer of the Issuer on 5 July 1995. On 7 January 2013,
he relinquished his position as the Group Chief Executive Officer
and was re-designated as the Group Executive Vice Chairman of
the Issuer. He resigned as the Group Executive Vice Chairman
and Director of the Issuer on 18 June 2015 and served as the
advisor of the Issuer until he assumed his current position on 24
January 2019.
Tan Sri Dato’ Tan is a businessman and entrepreneur having a
wide spectrum of businesses with extensive experience in
property development, resort management, restaurants and
leisure through his investments in public and private limited
corporations.
He is currently the Group Executive Vice Chairman of Tropicana
Golf & Country Resort Berhad (a wholly-owned subsidiary of the
Issuer) and the Deputy Chairman of the Tropicana Foundation.
Yeow Wai Yeow Wai Siaw, a Malaysian, aged 55, was appointed as the
Siaw Group Chief Executive Officer of the Issuer on 28 May 2018.
(Group Chief Subsequently, he was appointed to the Board of Directors of the
Executive Issuer on 1 August 2018. He is a member of the Investment
Officer) Committee and Pricing Committee of the Issuer.
He holds an MBA in Finance with distinction from the University of
Hull, United Kingdom in 1997, a Mini-MBA from INSEAD Business
School in 1999 and a Bachelor of Industrial and Mechanical
Engineering with First Class Honours from the University
Technology of Malaysia in 1989.
Mr Yeow has more than 20 years of working experience and has
held various key positions mainly in manufacturing and real estate
industry companies in Malaysia (listed/ non-listed). Mr Yeow has
also served as a consultant in McKinsey & Company. Mr Yeow
was formerly a Non-Independent Non-Executive Director of Hafary
Holdings Limited from 2015 to 2017, and the Managing Director
and Executive Director of GuocoLand (Malaysia) Bhd from 2010
to 2012.
Dato’ Dickson Dato’ Dickson Tan Yong Loong, a Malaysian, aged 39, was
Tan Yong appointed to the Board of Directors of the Issuer on 20 May 2009.
Loong He is currently the Deputy Group Chief Executive Officer of the
(Deputy Group Issuer. He is a member of the Investment Committee, Risk
Chief Executive Management Committee, Pricing Committee and Remuneration
Officer) Committee of the Issuer.
Dato’ Dickson Tan graduated with a Bachelor of Science
(Honours) in Business Management from King’s College,
University of London, United Kingdom in 2002. He obtained a
60
Director Profile
Master of Science in Internal Auditing and Management from Cass
Business School, City University, United Kingdom in 2003.
He joined the Issuer as Business Development Manager in 2005
and has been promoted to several senior management positions
prior to his current position. He presently oversees the group
corporate strategy, marketing, planning and risk management of
the Issuer.
He serves on the Board of Directors of Tropicana Golf & Country
Resort Berhad (a wholly-owned subsidiary of the Issuer) and
several other local and international private limited companies
involved in investment holding, services, media, leisure and retail.
Dato’ Dickson Tan was a Non-Independent Non-Executive
Director of Berjaya Corporation Berhad and Berjaya Land Berhad
from 2011 to 2016, Berjaya Assets Berhad from 2012 to 2016 and
Berjaya Sports Toto Berhad from 2011 to 2017.
Dato’ Dickson Tan is affiliated with certain non-profit organisations,
including as trustee of the Tropicana Foundation, a member of the
Kuala Lumpur Business Club and the Malaysian Institute of
Management.
Dion Tan Yong Dion Tan Yong Chien, a Malaysian, aged 30, was appointed to the
Chien Board of Directors of the Issuer as an Executive Director on 18
(Group June 2015. On 2 October 2017, he was re-designated as the
Managing Group Managing Director of the Issuer. He is a member of the
Director) Investment Committee, Risk Management Committee and Pricing
Committee of the Issuer.
He graduated with a Bachelor of Science in Information
Management for Business from University College London, United
Kingdom in 2011. He obtained a Master of Science in
Management with Information Systems and Innovation from
London School of Economics, United Kingdom in 2012.
Mr Dion Tan was with Accenture, a global management and
technology consulting firm, as a strategy consultant with
experience in telecommunications, media and property sector.
Mr Dion Tan sits on the Board of Directors of Tropicana Golf &
Country Resort Berhad (a wholly-owned subsidiary of the Issuer)
and Spa Odyssey Venture Berhad as well as several private
limited companies locally. He is trustee of Tropicana Foundation.
Datuk Michael Datuk Michael Tang Vee Mun, a Malaysian, aged 47, was
Tang Vee Mun appointed to the Board of Directors of the Issuer as Independent
(Independent Non-Executive Director on 13 November 2009. On 13 November
Non-Executive 2018, he was re-designated as Non-Independent Non-Executive
Director) Director upon attainment of his nine (9) years term as an
independent director pursuant to Practice 4.2 of Malaysian Code
of Corporate Governance. On 25 June 2019, shareholders of the
Issuer had approved the re-designation of Datuk Michael Tang as
Independent Non-Executive Director. He is the Chairman of the
Investment Committee and Remuneration Committee. He is also
a member of Nomination Committee and Risk Management
Committee of the Issuer.
61
Director Profile
Datuk Michael Tang graduated with a Bachelor of Laws (Honours)
degree from the London School of Economics and Political
Science, University of London and was admitted as a Barrister -at-
Law of the Honourable Society of Lincoln’s Inn, London.
He is the principal of Mettiz Capital Limited, a private equity and
alternative investments firm.
Datuk Michael Tang has significant experience in corporate and
financial matters spanning across various asset classes including
real estate, natural resources, energy, healthcare, technology and
manufacturing. He commenced his career as a legal practitioner
and was previously a partner of one of the oldest and largest law
firms in Malaysia.
Beyond the business sphere, he is a founding trustee of 1Malaysia
Community Alliance Foundation, a charitable entity dedicated to
crisis relief and community services and the Gold Coast Dharma
Realm in Australia.
He was conferred the ‘Panglima Jasa Negara’ by His Majesty the
Yang Di-Pertuan Agong in 2015 in recognition of his service and
contribution to the country.
Mohd Najib Bin Mohd Najib Bin Abdul Aziz, a Malaysian, aged 46, was appointed
Abdul Aziz to the Board of Directors of the Issuer on 13 July 2016. He is the
(Independent Chairman of the Audit Committee and Pricing Committee. He is
Non-Executive also a member of the Nomination Committee of the Issuer.
Director) He is an accountant by profession and graduated with a Bachelor
of Commerce (Accounting) Degree from the University of New
South Wales, Australia. He is a member of the Institute of
Chartered Accountants in Australia (“ICCA”) as well as a member
of the Malaysian Institute of Accountants (“MIA”).
Mr Mohd Najib was the Assistant Manager of Global Corporate
Finance in Arthur Andersen & Co. and had held the position of
Senior Consultant with the Corporate Recovery Division of KPMG
for three (3) years in Perth, Western Australia. He was previously
an Independent Non-Executive Director of Kumpulan Jetson
Berhad, ECM-Avenue Securities Sdn Bhd and Alam Flora Sdn
Bhd.
Mr Mohd Najib is currently an Independent Non-Executive Director
of Bina Puri Holdings Berhad and the Managing Director of
Corporate- Pacific Holdings Sdn Bhd. He also serves as a Non-
Executive Director of GCM Resources PLC, a company listed on
the Alternative Investment Market under the London Stock
Exchange.
Hafez Mohd Hafez Mohd Hashim Bin Razman Md Hashim, a Malaysian, aged
Hashim Bin 39, was appointed to the Board of Directors of the Issuer on 1 July
Razman Md 2018. He is the Chairman of the Risk Management Committee and
Hashim a member of the Audit Committee, Nomination Committee and
(Independent Investment Committee of the Issuer.
Non-Executive He graduated from Standbridge Earls High School, United
Director) Kingdom in 1996. He obtained his Advanced Diploma in
62
Director Profile
Multimedia and Mass Communications from Lim Kok Wing
University, Kuala Lumpur in 2002. Mr Hafez also obtained his
Bachelor of Arts (major in Multimedia) from Victoria University,
Melbourne, Australia in 2005.
Mr Hafez’s journey as an entrepreneur started at a very young age
where he dabbled in door-to-door sales selling coupon booklets.
He then moved on to set up a humble food and beverage outlet in
Kuala Lumpur. Soon after, he established HMH Group which
started with small landscaping jobs, before gaining traction and
promptly moving on to acquiring major facilities management
contracts for commercial buildings around the Klang Valley. HMH
Group has since engaged in various industries including outdoor
advertising, information technology, electronic transport as well as
food and beverage. Mr Hafez is the founder and Group Chief
Executive Officer of HMH Group.
Currently, Mr Hafez is an Independent Non-Executive Director of
PUC Berhad.
Loh Chen Peng Loh Chen Peng, a Malaysian, aged 66, was appointed to the Board
(Independent of Directors of the Issuer on 1 August 2018. He is a member of the
Non-Executive Audit Committee and Risk Management Committee of the Issuer.
Director) Mr Loh is an accountant by profession and a member of the
Malaysian Institute of Certified Public Accountants (“MICPA”). He
started his career in 1975 with Deloitte PLT and gained the
membership to MICPA. He then joined Arab-Malaysian Merchant
Bank Berhad for the next 13 years holding several senior
management positions in the areas of corporate advisory and
corporate banking. Thereafter, he had a short stint with Inter-
Pacific Securities Sdn Bhd, a stock broking group. He served as
an Executive Director in a commercial bank, Phileo Allied Bank
Berhad from 1994 until 2001. He had also served on the Boards
of AmBank (M) Berhad, AmInvestment Bank Berhad and
AmIslamic Bank Berhad until 2014.
Currently, he serves as an Independent Non-Executive Director of
Bermaz Auto Berhad, of which is principally involved in the
distribution and retailing as well as provision of after-sales services
of Mazda vehicles in Malaysia.
Datuk Wira Lye Datuk Wira Lye Ek Seang, a Malaysian, aged 55, was appointed
Ek Seang to the Board of Directors of the Issuer on 9 November 2018. He is
(Independent the Chairman of the Nomination Committee and a member of the
Non-Executive Remuneration Committee and Pricing Committee of the Issuer.
Director) He holds a Bachelor of Science (Hons) degree in Mathematics
from the University of Malaya.
Datuk Wira Lye Ek Seang was a Non-Independent Non-Executive
Director of Magna Prima Berhad from 2007 to 2009. Subsequently,
he was appointed as a Deputy Executive Chairman of Ho Hup
Construction Company Berhad from 2008 to 2010. He also served
as a Non-Executive Director of Minetech Resources Bhd from
2008 to 2014 and a Non-Independent Non-Executive Director of
REDtone International Bhd from 2014 to 2016. Presently, he is an
63
Director Profile
Executive Director of Berjaya Assets Berhad and trustee of
Tropicana Foundation. He also sits on the board of several private
limited companies.
Alice Dora Alice Dora Boucher, a Malaysian, aged 62, was appointed as
Boucher Independent and Non-Executive Director of the Issuer on 26
(Independent February 2019.
Non-Executive Madam Alice holds a Bachelor of Economics (2nd Upper) from
Director) University of Malaya.
She started her career in 1981 as officer and Money Market Dealer
in Arab Malaysian Merchant Bank (formerly known as Arab
Malaysian Development Bank) (“Bank”). In 1984 she moved to the
Corporate Banking Department of the Bank and rose to the level
of General Manager. She was later promoted to Head, Credit Risk
Department in 2002 which was responsible for credit analysis and
evaluation of the Bank’s corporate lending activities. From July
2012 till January 2017 she served as Executive Vice President,
Managing Director’s Office, Wholesale Banking.
Madam Alice has more than 36 years of working experience in
Corporate and Investment Banking. She was involved in providing
financial solutions to companies involved in various industries
such as property development, manufacturing, plantations and in
oil & gas. She also has exposure to credit risk management during
her tenure at the Bank and was a member of the Bank’s credit
committee for approval of loans and other funding proposals.
3.5 Profiles of key management personnel of the Group
The profiles of the key management personnel of the Group as at 13 May 2020 are
as follows:
Key Profile
Management
Lee Han Ming Lee Han Ming, a Malaysian, aged 53 was appointed as Group
(Group Managing Director, Project on 1 August 2018.
Managing A Civil Engineer by profession, he graduated with a Bachelor of
Director, Engineering (Hons) Civil Engineering from University of Bristol,
Project) United Kingdom. Subsequently, he also holds a Master of
Business Administration (MBA) from University of Bradford, United
Kingdom. He has been involved in property industry for the past
thirty (30) years. He has held several key management positions,
amongst others, Chief Executive Officer – Group Operations
(Property & Construction) of Naim Holdings Bhd, Managing
Director, Southern Region of Tropicana Corporation Berhad, Chief
Executive Officer of Sunway Iskandar Sdn Bhd.
He started his career as a design consultant in the United
Kingdom. He was also involved in large scale international projects
such as Kuala Lumpur International Airport. In the past, he also
pioneered regional expansion of property development to new
64
Key Profile
Management
geographical area. Currently, he is spearheading the property and
resort development projects in Tropicana Grandhill in Genting
Highlands and overseeing development projects in southern
region.
Ngian Siew Ngian Siew Siong, a Malaysian, aged 68 was appointed as
Siong Managing Director, Project on 2 January 2018.
(Managing A Civil Engineer by profession, he graduated with a Bachelor of
Director, Engineering (Hons) Civil Engineering from University of Leeds,
Project) United Kingdom.
He has been involved in property industry for the past 40 years
and has held several key management positions; among others;
Managing Director of Sunway City Berhad, and as advisor to
Group Executive Chairman and Group Managing Director of public
listed property development companies.
He has also served as a National Council Member in Real Estate
& Housing Developer Association Malaysia, Chairman in Real
Estate & Housing Developer Association Selangor, Committee
Member in PEMUDA Selangor and Director in Lembaga
Perumahan & Hartanah Selangor (“LPS”).
Currently, he is in charge of Tropicana Metropark Sdn Bhd and
Group Project Support Function Departments.
Kelvin Choo Kelvin Choo Yung Yau, a Malaysian, aged 54 was appointed as
Yung Yau Managing Director, Project on 1 August 2018.
(Managing A Civil Engineer by profession, he graduated with a Bachelors of
Director, Civil Engineering at the University of Newcastle, Australia. He is a
Project) registered engineer with the Board of Engineers and Institute of
Engineers Malaysia. He has twenty-nine (29) years of experience
in the property and construction industry. He has started his career
in engineering consultancy services at JK (SEA) Sdn Bhd,
followed by HS Liao Sdn Bhd. He then moved to Sunway City
Berhad where he started as Senior Project Executive until general
management position as Unit Profit Center Manager (“UPCM”) in
charge of a few townships’ development with Sunway Integrated
Property.
He has also served in the Real Estate & Housing Developer
Association for Selangor holding various portfolios from being
Treasurer, Chairman of Petaling Jaya, Infrastructure & Utilities and
also was a member of the planning committee. Currently he is in
charge of township developments such as Tropicana Aman,
Tropicana Kajang Hill and parcel developments in Cheras.
Besides execution of projects, he is involved in business planning
and development of new land.
65
Key Profile
Management
Ung Lay Ting Ung Lay Ting, a Malaysian, aged 40 was appointed as Managing
(Managing Director of Marketing & Sales and Business Development on 1
Director of February 2018.
Marketing & Ms Ung graduated with a Bachelor of Commerce from Monash
Sales and University (Clayton), Melbourne, Victoria, Australia in 2001. She
Business graduated with a double major in Accounting and Finance. Ms Ung
Development) is a Certified Financial Analyst charter holder and a member of the
Institute of Chartered Accountants in Australia. She has more than
sixteen (16) years of experience in finance, business advisory and
general management. She has held key positions in various
multinational companies both locally and abroad.
Ms Ung started her career at two (2) of the largest professional
services firms in the world, which are known as “Big Four”
accounting firms. She has experience and specialisation in
assurance and business advisory. Further developing her
international exposure, Ms Ung served a China-based property
development company from 2006 onwards. She played a key
leadership role in strategic business planning, operational change
in financial processes and overall development of internal controls.
Ms Ung joined the Group as the Deputy General Manager of
Business Development in September 2013 and has been
promoted to several senior management positions, prior to her
current position. She presently is in charge of Marketing & Sales
for Central, Northern and Southern Region and Business
Development. Ms Ung oversees the development of project
marketing and sales activities both locally and internationally. With
more than a decade of experience in the property industry,
coupled with a strong financial acumen, Ms Ung plays a leadership
role in the development, implementation and monitoring of a whole
of- organisation strategy to underpin product innovation, service
excellence and long-term sustainability.
Lim Lai Seng Lim Lai Seng, a Malaysian, aged 52 was appointed as Managing
(Managing Director, Group Finance on 1 July 2018.
Director, A chartered accountant by profession, he graduated with a
Group Bachelor of Business (Accounting & Finance) from Deakin
Finance) University, Australia. He also holds the status of Certified
Practising Accountant (“CPA”) conferred by CPA Australia, a mark
of high professional competence, a registered accountant as well
as a chartered accountant, Malaysia. He has been in finance for
the past twenty-eight (28) years in various sectors ranging from
audit, tax, company secretarial services, as well as the plantation
and property sectors. He has held several key management
positions, amongst others, Group Financial Controller of IOI
Corporation Bhd, Chief Financial Officer of Tradewinds (M) Bhd,
Senior Finance personnel of PT Tiara Ari Kencana & Kerry
Plantation Services Indonesia, Director of PT Pundi Kencana, and
Chief Financial Officer of Johore Tenggara Oil Palm Bhd.
Currently, he is in charge of Tropicana Group’s Finance Division,
which consists of Treasury, Group Reporting, Project Finance,
66
Key Profile
Management
Tax, Credit Administration, Risk Management and General
Administration. Apart from having vast general experience in
Finance, Mr Lim’s experience saw him being project lead in
numerous corporate exercises, including takeovers, mergers,
demergers, and Initial Public Offerings. Mr Lim also has vast
exposure in leading various funding exercises, including
issuances and buy backs of United States Dollar and Malaysian
Ringgit bonds, corporate ratings, structuring corporate debt
programs, and general corporate funding.
Joanne Lee Joanne Lee, a Malaysian, aged 50 was appointed as Managing
(Managing Director, Group Procurement on 1 July 2019.
Director, Ms Lee graduated with a Bachelor of Business Administration from
Group National University of Malaysia. She is a member of The
Procurement) Malaysian Institute of Purchasing and Materials Management and
Building Materials Distributors Association of Malaysia.
She has been in Procurement, Purchasing and Trading for the
past 25 years in various industries ranging from Property
Development, Construction, Manufacturing (Steel Mill, Building
Materials, Electronics and more), Food & Beverage, Hospitality,
Retail & Shopping Malls, Gaming & Leisure, and Healthcare &
Agricultural. She has vast working experience in multi-national and
public listed companies such as Fujitsu, Lion Group, Lafarge
Roofing and was the Head of Procurement for IGB Berhad,
General Manager of Nam Fatt Marketing Sdn. Bhd. as well as
Chief Operations Officer of TT Resources Bhd’s Food & Beverage
chains in 2012 & 2013.
Setting up and establishing group sourcing as well as strategic
centralised procurement hub are her forte. She has shown
remarkable achievements in generating significant cost savings
via bulk quantity consolidation tender negotiations in her current
and previous tenures.
Ms Lee has incorporated and managed Tropicana Building
Materials Sdn Bhd, an inhouse trading company to supply building
materials for all of the Group’s projects since 2013. In 2017, she
has setup and managed a one-stop supply centre to supply total
interior design and renovation packages for Tropicana house
owners upon vacant possession. In addition, she is also
overseeing the sourcing for reputable international hoteliers to
match hotel development projects for Tropicana.
Andrew Ashvin Andrew Ashvin S/O Podimhatia, a Malaysian, aged 47 was
S/O appointed as Managing Director, Group Assets Management on 1
Podimhatia October 2019.
(Managing Equipped with twenty-five (25) years of retail and mixed property
Director, management experience, Andrew is also a certified Marketing
Group Assets Manager, certified Operations Manager, certified Administration
Management) Manager and a certified Complex Manager by the Malaysian
Association of Shopping & Highrise Complex Management of
which he is also a member.
67
Key Profile
Management
Previous stints with the Penas Group in Penang, Carrefour
Malaysia, Mayland Group, the Hong Leong Group and also Suria
KLCC Sdn Bhd helped nurture his experience in all aspects of mall
and property management in general.
Mr Andrew passionately believes that a mall is more than just
bricks and mortar. Each possesses its own character and
personality. It is a meeting place, a destination, a melting pot of
sorts that creates a unique ambience for commerce, entertainment
and experience.
Andrew has been serving the Group for eight (8) years and heads
the Group Assets Management team as Managing Director.
Peter Kuan Peter Kuan Teck Sing, a Malaysian, aged 58 was appointed as
Teck Sing Managing Director, Project on 13 August 2019.
(Managing His forte lies in project management and design management
Director, where he is always on top of his game in terms of design
Project) finalisation as well as in cost & budgeting measures in every
project that he handles. Prior to this, he was the General Director
/ Project Director in Hongkong Land Pte Ltd in Vietnam.
Among his key expertise includes running feasibility studies,
project management, property management, township
development in which he will be valuing all improvement
recommendations for enhancements, renovations,
refurbishments, value engineering and also coordinating with the
relevant authorities based on their requirements to obtain
approvals for various projects. Part of his portfolio also involves
him dealing with construction cost, cost planning and exercising
the best pricing for projects.
Mr Peter graduated with Bachelor of Science in Civil Engineering
from Hatfield Polytechnic, Hertfordshire, United Kingdom.
Currently, he is spearheading the property and resort development
projects in Langkawi and overseeing development projects in
Northern Region.
Herman Tan Herman Tan Kar Eng, a Malaysian, aged 59 was appointed as
Kar Eng Executive Director of Tropicana Golf & Country Resort on 1
(Executive October 2014.
Director, Mr Herman has wide experience in the food & beverage hospitality
Tropicana Golf and club industry having served as Food & Beverage Manager of
& Country Federal Hotel, Ferringhi Hotel, Phoenix Hotel Singapore and Hotel
Resort) Manager of the Renaissance Cruise. He received his early training
in various capacities at Rank Xerox Headquarters, Grosvenor
House Hotel, Buckland House Serviced Apartments and Hotel
Tria, all which are London based companies.
His club and resort management experience include being the
General Manager of Bukit Kiara Equestrian & Country Resort and
Kelab Darul Ehsan. He joined Tropicana Golf & Country Resort as
Deputy General Manager in April 2003 and was promoted to
General Manager in 2005 and Senior General Manager in 2009.
68
Key Profile
Management
On 1 October 2014, he was promoted to his current position of
Executive Director.
Jeffrey Tan Jeffrey Tan Siew Yang, a Malaysian, aged 46 was appointed as
Siew Yang Executive Director, Group Legal on 1 October 2017.
(Executive Mr Jeffrey holds the degrees of Bachelor of Laws and Bachelor of
Director, Commerce (Accounting) from Monash University, Australia
Group Legal) (B.Com/LLB) and Master of Science (Information Technology in
Business) from University of Lincoln, United Kingdom (MSc. IT).
Before joining the Group, he was formerly a partner at an
international law firm, a registered Trade Mark and Industrial
Designs Agent and a licensed registered foreign lawyer in
Singapore.
Presently an Executive Director of Group Legal, he brings with him
substantial experience in corporate, commercial, conveyancing
and litigation matters. and has structured, negotiated and
completed numerous land acquisitions for the Group and resolved
disputed matters successfully.
He was the key member in the Group’s asset injection corporate
exercises involving acquisition of prime land parcels in the Klang
Valley, Johor Baru, Penang, Sabah and in the perpetual sukuk
programme for the issuance of unrated and senior ranking
perpetual sukuk.
Mr Jeffrey has been with the Group for close to ten (10) years and
is a seasoned general counsel. He provides a comprehensive in-
house legal service to the Group with many different work streams
and practice groups. He has also authored many articles and has
presented papers at legal seminars and regional conferences.
He was the panel judge for Malaysian law firms and lawyers at the
Asian Legal Business Malaysia Law Awards in 2018 and 2019.
Adrian Chin Adrian Chin Kok Ping, a Malaysian, aged 45 was appointed as
Kok Ping Executive Director, Project on 8 August 2019.
(Executive He brings along more than twenty (20) years of extensive
Director, experience in master planning, architectural as well as engineering
Project) design that spans across Singapore, Malaysia, Vietnam,
Indonesia, China and Middle East.
His strong and dynamic leadership in driving deliverables through
teamwork, organisational capabilities, solid and extensive public
relations building with all key players in the industry has earned
him respect and made him a highly sought after person in the
property development industry. Prior to this, he was the Vice
President of Group Development Management in Mapletree
Investments Pte Ltd, Singapore.
Among his key expertise includes management of various projects
of different sizes and complexity, development of strategic
business goals, creation of viable business plans and financial
models that will yield and maximise profits from his good sense of
financial management as well as cost analysis, champions project
69
Key Profile
Management
development management from inception till completion and
management of stakeholders even in critical situations. He will
only settle for the highest standards of professionalism with the
emphasise for high achievements and performance.
Mr Adrian graduated with Bachelor of Architecture and Bachelor
of Environmental Design from University of Tasmania, Australia.
He is also a Registered Architect of Singapore Board of Architects
(“BOA”), Corporate Member of Singapore Institute of Architects
(“SIA”), Chartered Member of Royal Institute of British Architects
(“RIBA”), International Associate Member of American Institute of
Architects (“AIA”) as well as Member of Malaysia Institute of
Architects (“PAM”).
Currently he is in charge of township developments such as
Tropicana Gardens, Tropicana Miyu and Tropicana Golf and
Country Resort. Beside execution of the projects, he is involved in
business planning and development for new land.
Jared Ang Jared Ang Tzer Shen, a Malaysian, aged 33 was appointed as
Tzer Shen Executive Director, Special Projects on 1 September 2016.
(Executive Mr Jared graduated with a MEng (First Class Honours) in
Director, Chemical Engineering from Imperial College London. He started
Special his career in management consulting with A.T.Kearney, where he
Projects) focused on analytics, strategy and stakeholder management,
before obtaining an MBA from INSEAD Business School, where
he was awarded the Dean’s list and was selected as one (1) of the
top twenty (20) students to attend an exchange programme with
Wharton Business School.
He has been involved in portfolio management and fund raising,
covering a variety of sectors including retail, healthcare and
education namely Creador owned GHLS Systems Berhad,
OldTown White Coffee, CTOS, and Mr. DIY.
He also presently serves as a director of Selfie Museum, Finology
(LoanStreet), Thai Odyssey, Royce Malaysia, WOW Media Digital
Billboards, Renewable Solar Energy and Tropicana Group of
Companies.
Din Tan Yong Din Tan Yong Chia, a Malaysian, aged 27 was appointed as
Chia Executive Director of the Issuer on 2 January 2018.
(Executive Mr Din graduated with a Bachelor of Science in Management from
Director) Cass Business School, City University, London in 2014. He
obtained a Master of Science in Management with Information
Systems and Digital Innovation (“MISDI”) from London School of
Economics and Political Science, United Kingdom in 2015.
After an internship with Morgan Stanley in their Private Wealth
Management division, Mr Din joined the Digital Marketing division
of a local tech startup for a year, prior to joining Tropicana's
Marketing Department.
3.6 Corporate Structure of the Group
70
The corporate structure of the Group as at 13 May 2020 is as follows:
Name Country Effective Principal activities

equity
interest held
by the
Group (%)
Subsidiaries of the Issuer:
Advent Nexus Sdn Bhd Malaysia 100 Providing hotel
management services
Arah Pelangi Sdn Bhd Malaysia 100 Property development
Bakat Rampai Sdn Bhd Malaysia 100 Investment holding
(“BRSB”)
Subsidiaries of BRSB:
Dicorp Land Sdn Bhd Malaysia 100 Property development
Tropicana City Sdn Malaysia 100 Property development and
Bhd (“TCSB”) property investment
Subsidiaries of TCSB:
Dicasa Management Malaysia 100 Property management and
Services Sdn Bhd maintenance services
Tropicana City Malaysia 100 Property management
Management Sdn Bhd services
Tropicana Kajang Hill Malaysia 100 Property development
Sdn Bhd
Tropicana Parking Sdn Malaysia 100 Management of car
Bhd parking facilities
Tropicana Indah Realty Malaysia 100 Investment holding
Sdn Bhd (“TIRSB”)
Subsidiary of TIRSB:
Tropicana Indah Sdn Malaysia 70 Property development
Bhd
BK Utilities Sdn Bhd Malaysia 100 Water treatment and water
supply
Capricorn Realty Sdn Bhd Malaysia 100 Property development
Cenang Laris Sdn Bhd Malaysia 99 Investment holding
Comets Realty Sdn Bhd Malaysia 100 Property development
Daya Petaling Sdn Bhd Malaysia 100 Property investment
71
equity
interest held
by the
Group (%)
GP Views Development Malaysia 100 Property investment and
Sdn Bhd development activities
Kuasa Cekapmas Sdn Malaysia 100 Investment holding
Bhd
Lavender Realty Sdn Bhd Malaysia 100 Property development
Limestone Realty Sdn Malaysia 100 Property development
Bhd
Marvelscape Sdn Bhd Malaysia 100 Investment holding and
property development
Megaxis Sdn Bhd Malaysia 100 Investment holding
Mighty Valley Sdn Bhd Malaysia 100 Investment holding,
property investment and
trading
Misty Realty Sdn Bhd Malaysia 100 Property development
Moonlight Realty Sdn Bhd Malaysia 100 Property development
Myxon (M) Sdn Bhd Malaysia 100 Construction
Pixelcloud Sdn Bhd Malaysia 100 Investment holding
Pluto Realty Sdn Bhd Malaysia 100 Property development
Raindust Realty Sdn Bhd Malaysia 100 Property development
Rainforest Realty Sdn Malaysia 100 Property development
Bhd
Skytree Realty Sdn Bhd Malaysia 100 Property development
Sparkling Realty Sdn Bhd Malaysia 100 Property development
Stardust Realty Sdn Bhd Malaysia 100 Property development
Starling Realty Sdn Bhd Malaysia 100 Property development
Suasana Metro Sdn Bhd Malaysia 70 Property investment and
development activities
Suci Padu Resources Malaysia 100 Property development
Sdn Bhd
Sumber Saujana Sdn Bhd Malaysia 100 Investment holding
(“SSSB”)
Subsidiary of SSSB:
72
equity
interest held
by the
Group (%)
Tropicana Saujana Malaysia 100 Investment holding
Sdn Bhd
Supreme Coverage Sdn Malaysia 100 Investment holding
Bhd
Tropicana Acehub Sdn Malaysia 100 Investment holding
Bhd (formerly known as
Acehub Fortune Sdn Bhd)
(“TAHSB”)
Subsidiary of TAHSB:
Lido Waterfront Malaysia 65 Property investment and
Boulevard Sdn Bhd development activities
Tropicana Aman Sdn Bhd Malaysia 100 Property development
(“TASB”)
Subsidiary of TASB:
Sapphire Step Sdn Bhd Malaysia 100 Property development and
property investment
Tropicana Building Malaysia 100 Trading of building
Materials Sdn Bhd materials
Tropicana Bukit Bintang Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Business People’s 100 Provision of consultancy
Consulting (Shenzhen) Republic of services for related
Pte Ltd China services on conference
and exhibitions
Tropicana Central Malaysia 100 Management and
Department Store Sdn operation of department
Bhd store
Tropicana Central Malaysia 100 Management and
Garden Mall Sdn Bhd operation of mall
Tropicana Cheras Sdn Malaysia 100 Property development
Bhd
Tropicana City Malaysia 100 Property investment
Development Sdn Bhd
(formerly known as
Tropicana Construction
Management Sdn Bhd)
73
equity
interest held
by the
Group (%)
Tropicana Coliseum Malaysia 100 Property investment
(Ipoh) Sdn Bhd
Tropicana Collections Malaysia 100 Provision of MM2H
(MM2H) Sdn Bhd application services
Tropicana Corporate Malaysia 100 Provision of financing and
Solutions Sdn Bhd other related services
Tropicana Credit & Malaysia 100 Money lending and credit
Leasing Sdn Bhd financing services
Tropicana Danga Bay Malaysia 100 Investment holding
Land Sdn Bhd
(“TDBLSB”)
Subsidiaries of TDBLSB:
Desiran Realiti Sdn Malaysia 100 Investment holding
Bhd
Tropicana Danga Bay Malaysia 60 Property development,
Sdn Bhd (“TDBSB”) investment holding and
property investment
Tropicana Danga Cove Malaysia 100 Investment holding
Holding Sdn Bhd
Tropicana Danga Lagoon Malaysia 100 Property investment,
Development Sdn Bhd development activities and
(formerly known as investment holding
Danga Lagoon
Development Sdn Bhd)
(“TDLDSB”)
Subsidiaries of TDLDSB:
Tropicana Danga Malaysia 100 Property investment and
Lagoon Land Sdn Bhd development activities
(formerly known as
Danga Lagoon Land
Sdn Bhd)
Tropicana Danga Malaysia 100 Property investment and
Lapanbelas Sdn Bhd development activities
(formerly known as
Danga Lapanbelas
Sdn Bhd
74
equity
interest held
by the
Group (%)
Tropicana Danga Lagoon Malaysia 100 Property investment and
Garden Sdn Bhd development activities
(formerly known as
Danga Lagoon Garden
Sdn Bhd)
Tropicana Danga Lagoon Malaysia 100 Property development and
Sdn Bhd (“TDLSB”) investment holding
Subsidiary of TDLSB:
Tropicana Lagoon Sdn Malaysia 100 Property development
Bhd
Tropicana Danga Malaysia 100 Investment holding
Senibong Holding Sdn
Bhd (“TDSHSB”)
Subsidiary of TDSHSB:
Tropicana Danga Malaysia 70 Property development
Senibong Sdn Bhd (“In
Members’ Voluntary
Liquidation”)
Tropicana Development Malaysia 100 Property development
(Johor Bahru) Sdn Bhd
Tropicana Development Malaysia 100 Property agent and
(Penang) Sdn Bhd investment holding
Tropicana Development Malaysia 100 Property investment
(Sabah) Sdn Bhd
Tropicana Development Malaysia 100 Property investment
(Sg Besi) Sdn Bhd
Tropicana Education Malaysia 85 Property investment
Management Sdn Bhd
Tropicana Firstwide Sdn Malaysia 100 Property investment and
Bhd (formerly known as development activities
Firstwide Plus Sdn Bhd)
Tropicana Global Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Golf & Country Malaysia 100 Property development,
Resort Berhad sale of land, recreation and
(“TGCRB”) resort
Subsidiaries of TGCRB:
75
equity
interest held
by the
Group (%)
Tropicana Desa Malaysia 100 Property development and
Mentari Sdn Bhd property investment
Tropicana Malaysia 100 Property management and
Management Services maintenance services
Sdn Bhd
Tropicana Sungai Malaysia 100 Property development
Buloh Sdn Bhd
Tropicana Harapan Sdn Malaysia 100 Property development
Bhd
Tropicana Innovative Malaysia 100 Provision of landscape
Landscape Sdn Bhd services
Tropicana Investment People’s 100 Business information
Consulting Pte Ltd Republic of consultation, enterprise
China management consultation
and exhibition service
Tropicana Jaya Sdn Bhd Malaysia 100 Investment holding and
property investment
Tropicana Kemayan Malaysia 100 Investment holding
Development Sdn Bhd
Tropicana Kia Peng Sdn Malaysia 100 Property development and
Bhd investment holding
Tropicana Kiara Lestari Malaysia 100 Property investment
Development Sdn Bhd
(formerly known as T
Kiara Lestari
Tropicana Kiara Lestari Malaysia 100 Property investment
Land Sdn Bhd (formerly
known as T Kiara Lestari
Land Sdn Bhd)
Tropicana KL Malaysia 100 Property development and
Development Sdn Bhd property investment
holding
Tropicana Lahad Datu Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Land Malaysia 100 Property investment
(Sandakan) Sdn Bhd
Tropicana Land Sdn Bhd Malaysia 100 Property development
76
equity
interest held
by the
Group (%)
Tropicana Landmark Sdn Malaysia 100 Property development
Bhd
Tropicana Lido Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Lingkaran Malaysia 100 Property investment,
Utama Sdn Bhd (formerly development activities and
known as Lingkaran investment holding
Utama Sdn Bhd
(“TLUSB”)
Subsidiary of TLUSB:
Tropicana Southern Malaysia 100 Property investment and
Gallery Sdn Bhd development activities
(formerly known as
Southern Gallery Sdn
Bhd)
Tropicana Lintas Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Macalister Malaysia 100 Hotel operations, property
Avenue (Penang) Sdn development and property
Bhd investment
Tropicana Marketplace Malaysia 100 Provision of sales and
Sdn Bhd (“TMPSB”) marketing activities
Subsidiary of TMPSB:
Marketplace (Hong Hong Kong 100 Provisional sales and
Kong) Limited (formerly marketing activities and
known as Tropicana consultancy services
Marketplace (Hong
Kong) Limited
Tropicana Mengalum Malaysia 100 Investment holding
Holdings Sdn Bhd
(“TMHSB”)
Subsidiary of TMHSB:
Tropicana Fishery & Malaysia 100 Agriculture, fishery and
Fruits Sdn Bhd trading
(formerly known as
Tropicana Mengalum
77
equity
interest held
by the
Group (%)
Tropicana Mentari Malaysia 100 Investment holding
Development Sdn Bhd
(“TMDSB”)
Subsidiaries of TMDSB:
Tropicana Sierra Sdn Malaysia 100 Property development
Bhd
Urban Discovery Sdn Malaysia 100 Investment holding
Bhd
Tropicana Metro Sdn Bhd Malaysia 100 Property investment
Tropicana Metropark Sdn Malaysia 100 Property development
Bhd (“TMSB”)
Subsidiary of TMSB:
Tropicana Gems Malaysia 100 Property investment
Education Sdn Bhd
Tropicana Paisley Sdn Malaysia 100 General trading,
Bhd investment holding and
property
Tropicana Plaza Sdn Bhd Malaysia 100 Property investment
Tropicana Property Malaysia 100 Property management
Services Sdn Bhd services
Tropicana Properties Malaysia 100 Property investment
(Keningau) Sdn Bhd
(Klang) Sdn Bhd
Tropicana Properties Malaysia 100 Real estate activities with
(Puchong) Sdn Bhd owned or leased
properties
(Sabah) Sdn Bhd
(Sandakan) Sdn Bhd
Tropicana Property Malaysia 100 Property management
Tropicana Rahang Malaysia 100 Investment holding
Development Sdn Bhd
78
equity
interest held
by the
Group (%)
Tropicana Residences Malaysia 100 Hotel operations, property
Sdn Bhd development and property
investment
Tropicana Resort Holding Malaysia 100 Investment holding
Sdn Bhd (“TRHSB”)
Subsidiary of TRHSB:
Tropicana Danga Bay Malaysia 60 Property development and
Resort Sdn Bhd property investment
Tropicana Rhythm Crest Malaysia 100 Property investment and
Sdn Bhd (formerly known development activities
as Rhythm Crest Sdn
Bhd)
Tropicana Sadong Jaya Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Sanctuary Malaysia 70 Property investment and
Development Sdn Bhd development activities
Tropicana Scenic Malaysia 100 Property investment and
Development Sdn Bhd development activities
Tropicana Senibong Sdn Malaysia 100 Property development and
Bhd property investment
Tropicana Serdang Suria Malaysia 100 Property development
Sdn Bhd
Tropicana Shared Malaysia 100 Provision of management
Services Sdn Bhd services
Tropicana SJII Education Malaysia 51 Provision of education
Tropicana Subang South Malaysia 100 Property investment and
Development Sdn Bhd investment holding
Tropicana Tawau Malaysia 100 Property investment
Development Sdn Bhd
Tropicana Technology Malaysia 100 Research and
Sdn Bhd development of software
Tropicana Urban Homes Malaysia 100 Property development
Sdn Bhd
Tropicana Wisma TT Sdn Malaysia 100 Property development and
Bhd property investment
79
equity
interest held
by the
Group (%)
Twinkle Realty Sdn Bhd Malaysia 100 Property development
Ultimate Support Sdn Bhd Malaysia 100 Provision of network
application services
Valley Talent Solutions Malaysia 99 Investment holding
Sdn Bhd
Waves Realty Sdn Bhd Malaysia 100 Property development
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SECTION 4.0 BUSINESS OVERVIEW OF THE GROUP
4.1 History
The Issuer started with its founder, Tan Sri Dato’ Tan Chee Sing with Tropicana Golf
and Country Resort, an award-winning development in Malaysia, as a pilot project in
1990.
Following the success of Tropicana Golf and Country Resort and its principal business
segments, the Issuer was listed on the Main Market of Bursa Malaysia in 1992.
Currently, the Group has completed 56 developments, mainly in township
establishments with numerous acclaimed industrial awards and distinctions, and with
several ongoing developments at strategic locations across the nation.
4.2 Business overview
The Issuer is an investment holding company with diversified business interests

including property and resort development, property investment and investment
holding.
4.2.1 Key Business Segments of the Group
The key segments of the business of the Group are as follows:-
(a) Property development and property management
This is the core segment of the Group which contributed close to 80% of
revenue and operating profits of the Group in the FYE 31 December 2019.
A brief description of the key projects of the Group is more particularly set out
in Section 4.2.2 and Section 4.2.3 below
(b) Property investment and resort
The property investment segment relates to the Group’s investment properties

with key investment properties such as GEMS International School, Tenby
International School and St. Joseph’s Institution International School. A brief
description of these key investment properties is more particularly set out in
Section 4.2.4 below. The resorts segment refers to W Kuala Lumpur hotel,
Courtyard by Marriott, Penang and Tropicana Golf & Country Resort Club.
(c) Investment holding and others
This segment relates to the Group’s investment in other companies. The

revenue from this segment are contributed from a few subsidiaries namely
Tropicana Building Materials Sdn Bhd, Tropicana Innovative Landscape Sdn
Bhd and Tropicana SJII Education Management Sdn Bhd.
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4.2.2 Brief Overview of the Group’s Key Projects
As at the FYE 31 December 2019, the Group’s total land bank totalled 2,168
acres with a potential gross development value (“GDV”) of approximately
Ringgit Sixty One Billion (RM61,000,000,000.00). The land banks are mainly in
the Southern region (1,674 acres or approximately 77.2% of its land bank) and
in the Central region (490 acres or approximately 22.6% of its land bank).
The Group has launched several projects in 2019, details of which are as
follows:-
Launch Date Projects Location Estimated GDV

(RM ‘million)
January Tropicana Danga Cove, Johor 127
2019 Ayera Phase 2A, terrace
houses
March 2019 Tropicana Kajang, Klang Valley 86
Lakefield Residences, link
villas
April 2019 Tropicana Aman, Triana, Klang Valley 294
shop offices
May 2019 Tropicana Danga Cove, Johor 161
Ayera Phase 2B, terrace
houses
November Tropicana Aman, Elemen, Klang Valley 311
2019 superlink homes
November Tropicana Gardens, Klang Valley 855
2019 Edelweiss, SOFO and
serviced apartments
Total 1,834
The breakdown of the projects to be launched by the Group in 2020 are as

follows:-
Projects Location Estimated GDV

(RM ‘million)
Tropicana Grandhill, serviced Pahang 454
apartments
Tropicana Metropark, retail shops Klang Valley 137
Tropicana Metropark, serviced Klang Valley 299
apartments
Tropicana Miyu, condominium Klang Valley 227
Tropicana Aman, super link houses Klang Valley 343
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Projects Location Estimated GDV
(RM ‘million)
Tropicana Aman, terrace houses Klang Valley 98
Tropicana Aman, townhouses Klang Valley 225
Tropicana Kajang, affordable Klang Valley 23
serviced apartments
Tropicana Kajang, serviced Klang Valley 381
apartments
Tropicana Kajang, retail shops Klang Valley 75
Tropicana Sanctuary, terrace Johor 106
houses
GP View, shop office Johor 90
Total 2,458
4.2.3 The Group’s Key Ongoing Projects
The key ongoing projects of the Group (including those completed during 2019)
which have been launched and are in various stages of completion include
projects in the central and southern regions of Malaysia respectively which are
more particularly set out below:-
(i) Tropicana Aman: Cheria Residences, Dalia Residences, Aman 1 Urban

Homes, Triana and Elemen Residences
(ii) Tropicana Metropark: Paisley Residences
(iii) Tropicana Heights in Kajang: Lakefield Residences
(iv) Tropicana Cheras: Phase 3
(v) Tropicana Gardens: Dianthus Residences and Edelweiss
(vi) Tropicana Danga Cove: Oasis 3 shop lots, Ayera Phase 1 and Ayera
Phase 2.
As at 31 December 2019 the unbilled sales stood approximately at Ringgit

Eight Hundred and Thirty Six Million Five Hundred Thousand
(RM836,500,000.00) of which approximately Ringgit Six Hundred and Twenty
One Million Four Hundred Thousand (RM621,400,000.00) (or 74%) are from
projects in the Central region while the balance of approximately Ringgit Two
Hundred and Fifteen Million One Hundred Thousand (RM215,100,000.00) is
from the Southern region respectively.
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(a) Central region
Tropicana Aman in Kota Kemuning
Tropicana Aman is a self-contained township that spreads across 863

acres, offering residential, commercial spaces, a recreational hub and
an 85-acre central park that comes with a 100-foot wide, tree-lined
boulevard.
The ongoing earlier launched phases of Tropicana Aman, in various

stages of completion are as follows:-
 Cheria Residences was launched in July 2016, with a GDV of

Ringgit Four Hundred and Twenty Four Million
(RM424,000,000.00). It has achieved a sales status of 97% as
at 31 December 2019 and has been completed;
 Dalia Residences was launched in November 2017, with a GDV
of Ringgit Four Hundred and Twenty Seven Million
(RM427,000,000.00). It has achieved a sales status of 59% and
is 70% complete as at 31 December 2019;
 Aman 1 Urban Homes was launched in November 2017, with a
GDV of Ringgit Three Hundred and Fifty Four Million
 Triana was launched in April 2019, with a GDV of Ringgit Two
Hundred and Ninety Four Million (RM294,000,000.00). It has
achieved a sales status of 8% and is 20% complete as at 31
December 2019; and
 Elemen was launched in November 2019, with a GDV of Ringgit
Three Hundred and Eleven Million (RM311,000,000.00). It has
achieved a sales status of 13% as at 31 December 2019 and is
expected to be completed at the end 2022.
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Tropicana Metropark in Subang Jaya
Tropicana Metropark is a mixed development built across 88 acres of

freehold land in Subang Jaya. Its features include serviced residences
and the GEMS International School. The development is built around a
9.2 acre central part that comes with a 750-metre linear lake. It is served
by a network of highways, including the new Tropicana Metropark Link
that directly connects the development to the Federal Highway and is
now open to traffic.
The ongoing earlier launched phase of the project is Paisley

Residences, which was launched in February 2017, with a GDV of
Ringgit Five Hundred and Eleven Million (RM511,000,000.00). It has
achieved a sales status of 68% and is 63% complete as at 31 December
2019.
Tropicana Heights in Kajang
Tropicana Heights is spread across 199 acres of freehold land in

Kajang, designed around a 16-acre central park that comes with a 750-
meter linear lake, dedicated private community parks, seamless
pedestrian walkways, including its very own recreational and
commercial hub.
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Three (3) phases of the project have been completed, whilst the
Tropicana Lakefield Residence was launched in March 2019, with sixty-
six (66) units of link villas, with a GDV of Ringgit Eighty Six Million
(RM86,000,000.00). The sales status is 26% and is 48% complete as
at 31 December 2019. It is expected to be completed in the end of 2021.
Tropicana Cheras in Cheras
Tropicana Cheras is located in Sungai Long, Cheras, set across 26.7

acres of freehold land. The first two (2) phases of this project have been
completed.
The third and final phase of the project, Tropicana Cheras Phase 3, was
launched in March 2018, with a GDV of Ringgit Forty Five Million
(RM45,000,000.00). The development consists of thirty seven (37) units
of three (3) storey link villas with five (5) rooms and six (6) bathrooms.
It achieved a sales status of 49% and is 86% complete as at 31
December 2019.
Tropicana Gardens in Kota Damansara
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Tropicana Gardens in Kota Damansara is an integrated development
that features diverse components of five (5) serviced residence towers,
a 1 million square feet shopping mall and office tower that comes
complete with landscaped gardens. Built over 17 acres, it is served by
the elevated Surian Mass Rapid Transit station.
Three (3) of the serviced residence towers, namely, Arnica, Bayberry

and Cyperus have been completed. Arnica and Bayberry have
achieved 100% sales status whilst Cyperus have achieved 99% sales
status with three (3) units remaining as at 31 December 2019.
The fourth residential phase of Tropicana Gardens, Dianthus serviced

residences has the lowest density with only 271 units across twenty
seven (27) levels. This phase was launched in June 2016, with a GDV
of Ringgit Three Hundred and Twenty One Million (RM321,000,000.00).
It has achieved a sales status of 90% as at 31 December 2019 and
delivered vacant possession in early 2020.
Edelweiss, the final block of Tropicana Gardens consisting of SOFO

and serviced apartments connected via a pedestrian bridge to the
central hub of Tropicana Gardens as well as the Surian MRT station,
was launched in November 2019 with a GDV of Ringgit Eight Hundred
and Fifty Five Million (RM855,000,000.00). It has achieved a sales
status of 2% as at 31 December 2019 and is expected to be completed
at the end of 2024.
The office tower comprises 22 storeys and is intended to house mainly

Tropicana corporate offices and the remaining space to be leased or
tenanted, and is expected to be completed in the second quarter of
2020.
(b) Southern region
Tropicana Danga Cove, Iskandar Malaysia Johor
Tropicana Danga Cove is a 227-acre freehold integrated development,

featuring commercial, shopping malls, hotels, a specialist hospital,
hypermarket, schools and public transport terminals as well as a
premium range of residential components.
87
The ongoing earlier launched phases of the project, in various stages
of completion are:
 Oasis 3 shop lots, launched in August 2017, with a GDV of

Ringgit One Hundred and Forty Nine Million
 Ayera Phase 1, launched in July 2018, with a GDV of Ringgit
One Hundred and Twenty Four Million (RM124,000,000.00). It
has achieved a sales status of 60% and is 55% complete as at
31 December 2019;
 Ayera Phase 2A, launched in January 2019, with a GDV of
Ringgit One Hundred and Twenty Seven Million
is 23% complete as at 31 December 2019. It is estimated to be
completed in the first quarter of 2021; and
 Ayera Phase 2B, launched in May 2019, with a GDV of Ringgit
One Hundred and Sixty One Million (RM161,000,000.00). It has
achieved a sales status of 55% and is 16% complete as at 31
December 2019. It is estimated to be completed in the second
quarter of 2021.
4.2.4 Other Notable Projects of the Group
The following are, amongst others, the notable projects undertaken by the
Group.
W Kuala Lumpur and The Residences in Kuala Lumpur
Located along Jalan Ampang in the heart of the bustling city of Kuala Lumpur,
the Residences and W Kuala Lumpur are located on 1.28 acres of freehold
88
commercial land. The development consists of 353 serviced residences and
150 hotel suites.
The Residences will be operated by the Group whereas W Kuala Lumpur, an

investment property of the Group is being operated and managed by Luxury
Hotels International of Hong Kong Limited.
The Residences has achieved a sales status of 94% as at 31 December 2019,

while W Kuala Lumpur has achieved 66% occupancy as at 31 December 2019
during the second year of operations.
4.2.5 The Group’s Key Investment Properties
The following is a summary of the other key investment properties of the Group:
Tropicana 218 Macalister in Penang
Tropicana 218 Macalister stretches along Macalister Road on 2.09 acres of

freehold land. Upon completion, it will offer one hundred and ninety-nine (199)
hotel rooms, two hundred and eleven (211) units of commercial suites, eighty-
eight (88) units of serviced apartments, nineteen (19) units of retail shops and
one (1) heritage retail unit. All commercial units, serviced apartments and retail
shops have been sold with the exception of one (1) retail shop and the one (1)
heritage retail unit. Vacant possession of the property was delivered in July
2018. The fit out works of the hotel interior are still ongoing.
Further to the above, Penang’s renowned hawker stalls and the Komtar
building are all within walking distance.
The hotel will be another key investment property of the Group and will be
operated under Courtyard by Marriot. It is expected to be in operation by the
2nd half of 2020
89
Tropicana Golf and Country Resort
Tropicana Golf and Country Resort is strategically located on a 625 -acre plot
of land. It is the first gated community and resort living concept in Malaysia,
with a thriving township incorporating residential and commercial components.
As of today, there are more than two thousand (2,000) units in Tropicana Golf
and Country Resort consisting of link houses, condominiums, town houses,
semi-detached houses and bungalow lots. The club house with its golf course
offers fifty six (56) driving ranges, a twenty seven (27) hole championship golf
course as well as many other available amenities for leisure, sports and
entertainment.
St Joseph’s Institution International School Malaysia (SJIIM)
The school is located at Tropicana, Petaling Jaya and sits on 6.07 acres of
land. It commenced operations in August 2016 and is operated by Lasallian
Asia Partnership for International Schools Pte Ltd. It has a student capacity of
one thousand seven hundred and seventy (1,770) students with seventy-eight
(78) classrooms and support facilities.
90
GEMS International School
The school is located in the development of Tropicana Metropark, and sits on

5 acres of land. Operations commenced on in August 2017 and the school is
operated by GEMS Education. It has a student capacity of two thousand four
hundred and eight (2,408) students with ninety (90) classrooms and support
facilities.
Tenby International School
The school is located in the development of Tropicana Aman and sits on 10.43
acres of land. Its first phase commenced operations in September 2018 and
the school is operated by Tenby Schools Group. It has a student capacity of
one thousand and five (1,005) students (Phase 1) and seven hundred and sixty
five (765) students (Phase 2) with seventy-three (73) classrooms (Phase 1)
and thirty-nine (39) classrooms (Phase 2) along with support facilities.
4.3 Competitive strengths
The Group’s operational performances are attributed to the following competitive

strengths:-
4.3.1 Strong Branding
Back in 2013, the Group changed its name to “Tropicana Corporation Berhad”
– a name synonymous with the prestigious Tropicana Golf & Country Resort.
This set a clear direction for the Group and with it, the Group began to redefine
by leveraging on the iconic “T” branding. The Group continued to build on its
reputation of excellence by building quality homes and integrated
91
developments that reflect the growing aspirations of a broad range of home
purchasers across Malaysia. Fuelled by the Group’s transformation plan and
its unique development DNA, the Group has achieved many memorable
milestones as it moves towards realising its vision of becoming a premier
property group in Malaysia.
4.3.2 Land Banking Track Record
The Group continues and has been able to acquire strategic lands at
reasonable prices, on deferred and scheduled payment terms, on joint
developments basis and others favourable terms. With the increase in the
Group new land bank size, the Group are moving in the right direction,
introducing innovative market offerings and more transparent policies to
encourage home ownership. To spur further growth and cha rt new
opportunities, the Group will launch new mixed development masterplans of
112-acres land in Genting which is a well patronised hill resort.
In March 2020, the Group completed its land acquisition of 176-acres of

freehold land located in Mukim Bentong, in the vicinity of Gohtong Jaya,
Genting. Three quarters of the lands are flat and strategically located next to
the existing road heading to Genting Highlands and its surroundings include
established and matured developments such as the Awana Genting Golf and
Resort, Genting Permai township, Genting Skyway and Genting Premium
Outlet.
The Group remains well positioned to deliver sustainable growth and to unlock
the value of its sizeable and strategically located land bank.
4.3.3 Entrepreneur Driven Culture
Tan Sri Dato’ Tan Chee Sing, the Group Executive Vice Chairman is also a
major shareholder with approximately 63.17% of direct and indirect
shareholding in the Issuer as at 13 May 2020. As a businessman and
entrepreneur, Tan Sri Dato’ Tan Chee Sing has a wide spectrum of businesses
and has extensive experience in property development, resort and restaurant
management, leisure and entertainment operations through his investments in
public and private limited corporations.
He is firm when it comes to decision making as well as pushing for speedy and
successful execution. Under his leadership, the Group has maintained a culture
of fast but effective execution and is responsive to local and international
market conditions.
4.4 Business strategies
The key business strategies of the Group are as follows:-
92
4.4.1 Enhancing Value via Township and Integrated Developments
Guided by the Group’s unique DNA and brand values, the Group remains
focused on delivering long-term sustainable growth and maximising
shareholders’ value by building quality homes and integrated developments.
The Group pioneered the first township and integrated development thr ough
the resort-themed development concept with the introduction of its 625-acre
Tropicana Golf & Country Resort and thereafter the Group developed the 409-
acre Tropicana Indah Resort Homes.
The Group continues to prove its township and integrated development via
Tropicana City Mall and Tropicana Garden which consists of office towers,
serviced apartments and a mall. On the other hand, Tropicana Danga Bay, a
joint-venture project with Iskandar Waterfront Sdn Bhd consists of serviced
apartments and retail mall while Tropicana Aman consists of landed
residentials, affordable houses, retail shops, office towers, and schools.
Besides existing townships and integrated developments, the Group has

ventured to other strategic lands in close vicinity to Genting Highlands in recent
years, namely 112-acres and 176-acres lands, which will comprise of
residential, commercial, wellness, education and parks to usher a new trend of
holistic and health-centric resort living lifestyle in the highlands.
The Group will continue to employ similar strategies to strengthen its

competitive advantage and will deliver added value to stakeholders and
communities which we have a presence in.
4.4.2 Building sustainability
The Group seeks to balance growth with sustainability. Moving forward with the
Group’s strength in building successful townships and integrated
developments, the Group seeks to build up its investment properties.
Investment properties will diversify the Group’s concentration on property

development and will generate consistent revenue and cash flow for the Group.
Currently, the investment properties of the Group include GEMS International

School, Tenby International School, St Joseph’s Institution International School
Malaysia, W Hotel Kuala Lumpur and Tropicana Golf & Country Resort Club.
Other investment properties in the pipeline further include Tropicana Gardens
Mall which opened in March 2020 while Courtyard by Marriott, Penang is
expected to be in operation by the 2 nd half of 2020.
The planned townships to be developed on the 112-acre and 176-acre lands

located in close proximity to Genting Highlands will further contribute to the
Group’s pool of investment properties as the abovementioned townships too
shall consist of international schools, hotels, resorts and wellness centres.
4.4.3 Market Driven and Diversified Portfolio in Key Growth Locations
93
The Group remains focused on being market driven and has done so by
introducing new developments and phases within the existing and new
signature Tropicana townships.
In recent years, the Group has shifted its focus to the Southern regions by
constructing affordable, landed residential properties instead of premium and
high-rise properties.
The Group has also identified certain plots of land in the Tropicana Aman
development for affordable landed and affordable high-rise properties as part
of the integrated developments. The strategy of providing certain mixed
products at affordable price works well to ensure good take -up upon its
launches.
The Group has centred its efforts on strengthening its competitive advantage
by unlocking the value of its developments in strategic locations in the Klang
Valley, Genting and Southern regions of Peninsular Malaysia, while
simultaneously repositioning its portfolio in line with Malaysia’s property cycle
in order to leverage on growth opportunities.
94
SECTION 5.0 INVESTMENT CONSIDERATIONS
The purchase or subscription of the Sukuk Wakalah may involve substantial risk and is
suitable only for investors who have the knowledge and experience in financial and business
matters necessary to enable them to evaluate the risks and merits of an investment in the
Sukuk Wakalah. The following is a summary of certain risk factors associated with an
investment in the Sukuk Wakalah. This Section does not purport to be comprehensive,
exhaustive or complete and is not intended to substitute or replace an independent
assessment of the risk factors that may be associated with an investment in the Sukuk
Wakalah. There may be additional risk factors, which are not disclosed below, which are not
presently known to the Issuer or which the Issuer currently deem to be less significant, which
may materially and adversely affect the Issuer’s business, financial condition, operating results
and prospects in the future. Each investor should carefully conduct his or her independent
evaluation of such risks. Investors should also note that each issuance under the Sukuk
Wakalah Programme will carry different risks and all potential investors are strongly
encouraged to evaluate each issuance of the Sukuk Wakala h under the Sukuk Wakalah
Programme on its own merit.
5.1 Risks relating to the Issuer
The Issuer is an investment holding company and relies mainly on its investment
income, including dividends from its subsidiaries and associate companies to meet its
obligations including the obligations under the Sukuk Wakalah. To the extent that they
are not a party to the Transaction Documents, the subsidiaries and associate
companies are separate legal entities which have no obligations with respect to or
arising from the Sukuk Wakalah. The ability of the its subsidiaries and associate
companies to pay dividends and make repayment of principal and/or interests on
shareholder’s advances (if any) are subject to all applicable laws and restrictions on
the payment of dividends, principal repayment and interests contained in the articles
of association of the relevant companies and in certain cases, financing or other
agreements binding upon such companies. In addition, certain outstanding
indebtedness of some of the subsidiaries and associate companies contain covenants
restricting the ability of such companies to pay dividends, make principal repayment
and/or interests so long as such indebtedness remains outstanding.
5.2 Risks relating to the Group
5.2.1 Business Risks Relating to the Group
(a) Business Risk
The Group’s business is generally subject to certain risks inherent in the

property sector. These risks relate to rising costs of materials, shortage of
inputs including raw materials and manpower, decreasing land bank in
strategic locations, correlation of demand for properties to economic cycles,
availability of credit and other financing facilities for future acquisition of land,
for funding development costs and for working capital, increasing competition
from other property developers, changes in consumer’s purchasing power, risk
of purchaser’s default, availability of end financing and changes in the legal,
financial, taxation and environmental framework governing the industry.
95
The Government has in recent years introduced initiatives with a view of
curbing speculative activities such as the increase in real property gains tax,
effective as at 1 January 2019, from the sixth year of ownership onwards.
In addition, the Group’s land banks are located in Malaysia and as such, the
success of the Group is heavily dependent on the continued growth of the
property sector in Malaysia.
The Group intends to reduce the impact of such risks through the practice of
efficient operating procedures and prudent financial mana gement which
include but are not limited to reviewing its property development strategies such
as concept, product, pricing, timing of launches as well as continuously
monitoring the prevailing market conditions.
(b) Delays in Completion of Development Projects
Timely completion of property development projects are dependent on a

number of factors, including, inter alia, obtaining the necessary approvals from
the land office, planning authorities and local councils as scheduled, securing
construction materials in adequate amounts and satisfactory performance by
appointed building contractors.
The above may also be affected by the shortage of construction materials, the
lack of manpower as well as any unforeseen circumstances such as the
implementation of the movement control order (and subsequently the
conditional movement control order) by the Malaysian government to curb the
spread of the Covid-19 pandemic. Pursuant to the guidelines released by the
Malaysian government under the conditional movement control order, all
appointed building contractors and their employees must undergo testing and
be declared free from Covid-19 before they are allowed to resume work. Any
prolonged delays in the completion of a project could adversely affect the
business and financial performance of the Group, and in turn, the profitability
of the Group.
The Group seeks to mitigate such risks through, amongst others:-
(i) close monitoring of the respective projects’ work progress in order to

ensure the timely completion of its property development projects;
(ii) requiring all contractors to expedite work progress for all ongoing
projects;
(iii) ensuring the prompt release of progress payments to contractors to

allow them to meet their payments to their suppliers, labourers and sub-
contractors; and
(iv) liaising closely with the relevant authorities to ensure that all necessary
approvals are obtained expeditiously.
96
(c) Exposure to Inventory Build-Up
Various factors such as inflation, rising interest rates, negative con sumer
sentiments, changes in qualifying criteria in procuring end financing facilit ies,
unattractive property locations and an oversupply of properties in the market
will adversely affect the demand of the properties and eventually lead to
inventory build-up (i.e. property overhang). Such inventory build-up may have
a direct and adverse effect on the cashflow as well as profitability of the Group.
To mitigate this risk, the Group seeks to time launches of quality real estate
offerings in strategic locations appropriately and to adopt active marketing
efforts to encourage a higher take-up rate of the properties.
(d) Competition in Property Business
The property business is highly competitive thereby creating intense

competition amongst property development companies for strategically located
and reasonably priced land banks, labour and building materials. There is also
intense competition with respect to the selling prices of properties. The Group
faces competition from other local and foreign property developers and such
intense competition may result in highly competitive pricing in order to
maximise sales and avoid inventory build-up. This accordingly may adversely
affect the profit margin for the Group.
(e) Ability to Secure Land Banks
The success of property developers is very much dependent on the quantity,

quality and location of its land banks. There is a need to ensure that the Group
has sufficient quality land banks to sustain its future operations as well as to
contribute positively to its future earnings.
As at the FYE 31 December 2019, the Group’s total land bank totalled 2,168
acres with a potential GDV of approximately Ringgit Sixty One Billion
(RM61,000,000,000.00). The land banks are mainly in the Southern region of
Malaysia (1,674 acres or approximately 77.2% of its land bank) and in the
Central region of Malaysia (490 acres or approximately 22.6% of its land bank).
(f) Potential Return is Affected by Property Market Conditions
The performance of the Group is affected by local real estate market conditions.
Changes in the relative popularity of property types and /or locations may
subsequently result in changes in supply of space and changes in tenant
demand for a particular type of property in a particular location. Supply and
demand factors may cause further fluctuations in occupancy rates and rental
rates, which will affect the income derived from the Group’s investment
properties.
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(g) Competition of the Group’s Investment Properties
Competition from other properties within the vicinity of the Group’s investment
properties may affect the Group’s ability to maintain existing occupancy rates
of its investment properties. The Group may need to lower rental rates in order
to prevent a decline in occupancy rates, which may then have an ad verse
impact on the Group’s profitability and cashflow position.
(h) Impairment of the Group’s Investment Property Values
Supply and demand factors and the market conditions may result in impairment
of the Group’s investment properties.
The Group has taken steps to continue with its business emphasis of
developing projects in strategic areas where the effect of supply and demand
market conditions are reduced and managed significantly. Additionally, the
Group has the in-depth experience of the past thirty (30) years in establishing
township development and commercial projects (“Projects”) which have
effectively increased the market valuation not only its Projects but the
surrounding areas as well.
(i) Competition in the Hospitality Sector
The success of the hospitality business is dependent on the Group’s ability

through its appointed hotel manager to provide the best room rates, exceptional
customer-focused quality of accommodation, services, amenities in addition to
providing quality food and beverage options. If the Group fails to meet the ever
increasing expectation of its customers by neglecting to provide, refurbish, add
or upgrade its accommodations, amenities and ensuring continuous
improvement in its food and beverage products and services, this may lead to
reduced sales thereby affecting the Group’s profitability.
(j) Decline in Tourism Activity
The hospitality business is susceptible to adverse conditions affecting tourism

such as terrorism, the outbreak of diseases or inclement weather which may
impact the Group’s hospitality operations via its W Kuala Lumpur. As a
consequence of such risks, the Group’s business operations and profitability
may be affected due to the reduced number of tourist arrivals and cancellation
of hotel reservations. In the event of any terrorism attack or outbreaks of
diseases were to occur, for example avian flu, swine flu or the ongoing
coronavirus Covid-19 pandemic, the financial condition and operating results
of the Group’s hospitality business may be adversely affected.
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5.2.2 Other inherent risks relating to the Group
(a) Political, economic and regulatory considerations
The Group’s business, prospects, financial condition and/or results of

operations may be adversely affected by political and social developmen ts that
are beyond its control in Malaysia, Singapore and the People’s Republic of
China. Such political and social uncertainties include, but are not limited to, the
risks of frequent changes in government and government policy, internal
conflict, nationalism, expropriation, methods of taxation and tax policy,
unemployment trends and other matters that influence continued and stable
business operations and customer confidence and spending.
Adverse developments in any of the jurisdictions in which the Grou p operates

may include, but are not limited to, changes in political leadership,
nationalisation, price and capital controls, sudden restrictive changes to
government policies, introduction of new taxes on goods and services and
introduction of new laws, as well as demonstrations, riots, coups and war.
These may result in the nullification of contracts and/or prohibit the Group from
continuing its business operations.
In addition, government intervention and significant changes in policies in the

countries the Group operates in, including inflation, wage and price controls,
capital controls, interest rates controls and limitations on imports or exports,
may adversely affect the Group’s business, financial condition, results of
operations and/or prospects.
(b) Interest Rate Risk
This refers to the risk that the fair value or future cash flows of the Group’s
financial instruments will fluctuate due to changes in market interest rates. The
Group’s exposure to this interest rate risk arises primarily from the Group’s
loans and borrowings at floating rates.
(c) Financing Risk
The Group may require further financing to fund its future growth, specifically
for the purposes of acquiring additional land banks, funding development costs
and for working capital. There is no assurance that the Group can secure such
financing in the future. Further, the availability of such credit and other financing
facilities would depend on various factors such as market conditions and
political climate.
(d) Dependency on Contractors and Consultants
In general terms, the property development and construction industries are

dependent on the performance of the appointed main contractor or sub-
contractor (as the case may be), consultants and labour to ensure a timely
completion of the projects pursuant to their respective contractual timelines.
There is no assurance that any unanticipated delay due to unforeseen
99
circumstances such as the movement control order (and the subsequent
conditional movement control order) implemented by the Malaysian
government to tackle the spread of the coronavirus Covid -19 pandemic,
unsatisfactory performance of the appointed main contractor or sub-contractor
(as the case may be) and/or consultants may not have an adverse effect on
the operations and profitability of the Group.
In order to mitigate such risks, the Group seeks to foster good relationships
with its appointed contractors and consultants, conducts background checks
and thoroughly examines the track records of its appointed contractors and/or
consultants. Furthermore, the Group is not dependent on any single main
contractor and/or consultant as the Group engages the services of an array of
contractors and consultants for the development and consultancy of the
Group’s projects.
In light of the implementation of the conditional movement control order by the

Malaysian government, the Group will ensure that the following steps are taken
to alleviate any delay for completion of the Group’s projects:-
(i) close monitoring of the respective projects’ work progress in order to

ensure the timely completion of its property development projects;
(ii) requiring all contractors to expedite work progress for all ongoing
projects;
(iii) ensuring the prompt release of progress payments to contractors to

allow them to meet their payments to their suppliers, labourers and sub-
contractors; and
(iv) liaising closely with the relevant authorities to ensure that all necessary
approvals are obtained expeditiously.
(e) Dependence of Key Personnel of the Group
The Group’s performance depends, in part, upon the continued service and
performance of the executive officers of the Group. If these key personnel leave
the Group’s employment, the Group will need to spend time searching for a
replacement and the duties for which such executive officers are responsible
for may be affected.
The loss of any of these individuals may have an impact on its ability to operate
its business or to compete effectively in the industries and this in turn could
have a material adverse effect on the Group’s financial condition as well as the
results of its operations.
As part of the Group’s effort in addressing such risks, the Group has
implemented a succession plan to identify deserving talents in the Group in
order to guide and prepare the potential successors should the opportunity
arise to progress to a new role.
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(f) Licensing and Permits
Certain businesses of the Group are dependent on licenses and permits issued
by the government and other regulatory authorities ( where applicable). As
these businesses are subject to extensive regulation and supervision by the
government and other regulatory authorities (where applicable), amendments
to laws and regulations affecting the Group may thereby affect the financial
performance of the Group.
There is no assurance that any delay in obtaining these approvals may not
have an adverse impact on the Group’s property development projects and/or
the timing of launching the Group’s property development projects. As such,
such adverse impacts (if any) may affect the Group’s future financial position.
Property developers including the Group are also subject to the terms and
conditions of the property development licenses granted to them by the relevant
regulatory authorities. There can be no assurance that there may not be any
adverse impact, completion delays or commencement delays on the Group’s
existing and new property development projects if such development licenses
have expired, are not renewed and/or revoked by the relevant regulatory
authorities, thereby affecting the Group’s future operations and profitability.
(g) Adequacy of Insurance Coverage
Despite the Group having taken the necessary measures to ensure that the
Group’s assets are adequately covered by insurance, there can be no
assurance that the above mentioned insurance coverage would be sufficient
and/or adequate for bearing the costs of replacing all of the Group’s assets or
any consequential costs arising therefrom.
(h) Compulsory Acquisition by the Government
The Government of Malaysia has the power to acquire compulsorily any land
in Malaysia pursuant to the provisions of applicable legislation including the
Land Acquisition Act, 1960 for certain purposes.
In the event of any compulsory acquisition of property in Malaysia, the amount

of compensation to be awarded is based on the fair market value of a property
and is assessed on the basis prescribed in the Land Acquisition Act, 1960 and
other relevant laws. If any of the Group’s development projects were acquired
compulsorily by the Government of Malaysia at a point in time when the fair
market value of the property in general has decreased, the level of
compensation paid for the relevant Group development project may be less
than the purchase price paid by the Issuer or the amounts owing under the
issued and outstanding Sukuk Wakalah, which may have an adverse effect on
the ability of the Issuer to meet its obligations under the Sukuk Wakalah
Programme.
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(i) Volatility of the Group’s Revenue, Profit and Operating Cash Flow
The revenue, profit and operating cash flow of the Group in any given financial
year may fluctuate as each are predominantly project-based and dependent on
the sales performance, number, value and completion of development projects
the Group undertakes. There can be no assurance that the amount of revenue
generated from the sale of the development projects of the Group will remain
comparable during each year.
As such and in the event the Group undertakes fewer or no new development
projects during certain periods or if there are delays in the completion of its
development projects or where the sales of a relevant development project are
poor; the revenue recognised or cash flow generated in such periods may be
adversely affected which will consequently have a material adverse effect on
the Group’s financial position.
(j) The Group may be Embroiled in Legal Proceedings from time to time
The Group from time to time, may be involved in disputes with various parties
inclusive but not limited to contractors, sub-contractors, consultants, suppliers,
construction companies, purchasers as well as other partners involved in its
business initiative and in the development and operation of its projects.
The Group may also be exposed to disputes with other third partie s in relation
to land acquisition and tortious matters arising out of the Group’s development
or proposed development. These disputes may lead to legal proceedings and
may cause the Group to suffer additional costs and delays thereby leading to
an inability of the Group to realise its expected rate of return. Such disputes, if
they arise, may also occupy a significant amount of senior management’s time
and attention.
In addition, the Group may, from time to time, be required to deal with issues
or disputes in connection with regulatory bodies in the course of its operations
which may result in the Group being subject to administrative proceedings and
unfavourable orders, directives or decrees that may result in financial losses
thereby resulting in further delay to the construction or completion of its
development projects.
(k) Environmental Considerations
The Group’s operations require compliance with various environmental laws

relating to, inter alia, water, air, noise pollution and the proper disposal of waste
materials. Although environmental protection procedures and mitigating
measures have been implemented by the Group, there is no assurance that
material costs and liabilities will not be incurred in the future in this regard.
102
(l) Consequences of the ongoing coronavirus Covid-19 pandemic
The outbreak of an infection, disease or pandemic or any other serious public

health concern in Malaysia and/or globally could adversely impact the
business, financial condition, results of operations and prospects of the Group.
The outbreak of an infectious disease or pandemic (such as the ongoing novel

coronavirus Covid-19) in Malaysia and/or globally, together with any resulting
restrictions on travel and movement and/or imposition of quarantines, could
have a negative impact on the Malaysian and global economy and business
activities and potentially result in the disruption of global supply chains and
world trade, negatively affecting Malaysian and global economic growth.
There can be no assurance that any precautionary measures taken against

infectious diseases or pandemic will be effective. [Despite the Malaysian
government having reopened almost all economic sectors on 4 May 2020
under the conditional movement control order, the Group which operates
mainly in the property development, tourism and shopping mall sectors would
have already suffered a loss of revenue. Any future outbreak of an infectious
disease (including a subsequent wave of Covid-19 infections) or any other
serious public health concerns in Malaysia and/or globally could adversely
affect the business, financial condition, results of operations and prospects of
the Group.
The Group has taken the necessary steps to minimise its loss of profit by
reducing all variable costs. For existing hotel operations, the Group has
temporarily closed hotels and thereby reduced the fees payable to hotel
operators. For hotels currently under construction, the Group has deferred
opening of the same so as to reduce losses and cash outflow.
(m) Legal and Regulatory Changes
Changes in law and regulations are unpredictable and beyond the control of
the Group. This may affect the way the Group conduct its business and the
products it offers. Such changes may be more restrictive or result in higher
costs than current requirements or otherwise materially impact the businesses,
results of operations or financial condition of the Group.
5.3 Risks relating to the Sukuk Wakalah
(a) There is no assurance that the Sukuk Wakalah Programme will be Shariah
Compliant
The Shariah Adviser has confirmed that the Sukuk Wakalah Programme is
Shariah compliant. However, the interpretation and application of Shariah
principles is a matter of opinion and debate and may be subject to differing
interpretations by Shariah scholars, Shariah supervisory and advisory boards
and the courts (or any arbitral tribunal). Therefore, there can be no assurance
that the structure of the Sukuk Wakalah Programme or issue of the Sukuk
Wakalah thereunder will be deemed to be Shariah compliant by any other
103
Shariah board or Shariah scholars. None of the Issuer, the Principal
Adviser/Lead Arranger/Joint Lead Managers makes any representation as to
the Shariah compliance of the Sukuk Wakalah Programme and potential
investors are reminded that, as with any Shariah views, differences in opinion
are possible. Potential investors should obtain their own independent Shariah
advice as to the compliance of the structure of the Sukuk Wakalah Programme
and the issue of the Sukuk Wakalah with Shariah principles, if required.
(b) No prior market for the Sukuk Wakalah
The Sukuk Wakalah comprises a new issue of securities for which currently
there is no secondary market. There can be no assurance that such secondary
market will develop or, if it does develop, that it will provide the Sukukholders
with the liquidity of investments or will continue for the tenure of the Sukuk
Wakalah. If a market develops, the market value of the Sukuk Wakalah may
fluctuate. Any sale of the Sukuk Wakalah by the Sukukholders in any
secondary market which may develop, may be at a discount from the original
issue price of the Sukuk Wakalah, depending on many factors, including the
prevailing interest rates and the market for similar securities.
(c) Market Risks
Trading prices of the Sukuk Wakalah may also be influenced by numerous

factors, including the operating results and/or financial condition of the Group,
political, economic, financial conditions and any other factors that can affect
the capital markets and/or the industry or the Group. Ad verse economic
developments could have a material adverse effect on the market value of the
Sukuk Wakalah.
(d) Liquidity of the Sukuk Wakalah
Although the Sukuk Wakalah are tradable in the market, there can be no
assurance that there is always liquidity in the market for the investors to trade
their Sukuk Wakalah.
(e) Perfection of Security
The Secured Properties identified as security for the issuance of the Secured
Sukuk Wakalah may be encumbered (whether by way of an existing National
Land Code charge or a caveat), thereby preventing the registration and
perfection of the National Land Code charge prior to the issuance of the
relevant Tranche of Secured Sukuk Wakalah (“Perfection of Security”) until
the existing chargee/caveator has discharged/removed its encumbrance over
such Secured Properties. It is a condition subsequent, instead of a condition
precedent, to the issuance of such Tranche of Secured Sukuk Wakalah that
the Perfection of Security be completed no later than ninety (90) days from the
date of issuance of the relevant Tranche of Secured Sukuk Wakalah (or such
longer period as may be agreed by the Security Trustee in writing) under the
Sukuk Wakalah Programme.
104
From the date of issuance of the relevant Tranche of Secured Sukuk Wakalah,
the Sukukholders for such relevant Tranche will not have the benefit of the
Secured Properties identified as security for such relevant Tranche until the
Perfection of Security has been completed. In order to mitigate this, a private
caveat will be lodged by the Security Trustee (on behalf of the Sukukholders
for such relevant Tranche) to restrict any dealings on the Secured Properties
identified as security for such relevant Tranche during this period.
In addition, in the event that any of the Secured Properties contain any
restriction in interest whereby such land(s) cannot be transferred, charged
and/or leased without the consent of the relevant land registrar/state authority,
such consent would first need to be sought and obtained from the relevant land
registrar/state authority prior to the presentation of the said National Land Code
charge. There may be a risk that consent may not be granted and therefore the
National Land Code charge may not be presented for registration, however
such risk is mitigated by the fact that it is a condition precedent for the issuance
of the relevant Tranche of the Secured Sukuk Wakalah that the consent of the
land registrar/state authority be obtained.
In respect of the Second Tranche Secured Properties, there are restrictions of

interest in the lands located in the district of Bentong and some of the lands
located in the district of Johor Bahru, which will require the consent of the
respective state authority to be obtained prior to the presentation of the National
Land Code charge.
Further:
(i) the following pieces of lands all located in the district of Johor Bahru are
subject to existing National Land Code charges created by
(a) Tropicana Danga Lagoon Development Sdn Bhd (formerly

known as Danga Lagoon Development Sdn Bhd), in favour of
Affin Bank Berhad in respect of a term loan facility obtained by
Tropicana Danga Lagoon Development Sdn Bhd (formerly
known as Danga Lagoon Development Sdn Bhd);
(b) Tropicana Danga Lagoon Land Sdn Bhd (formerly known as

Danga Lagoon Land Sdn Bhd) in favour of Affin Bank Berhad in
respect of a term loan facility obtained by Tropicana Danga
Lagoon Development Sdn Bhd (formerly known as Danga
Lagoon Land Sdn Bhd);
(c) Tropicana Danga Lapanbelas Sdn Bhd (formerly known as

Danga Lapanbelas Sdn Bhd) in favour of Affin Bank Berhad in
respect of a term loan facility obtained by Tropicana Danga
Lagoon Development Sdn Bhd (formerly known as Danga
Lapanbelas Sdn Bhd);
(d) Tropicana Firstwide Sdn Bhd (formerly known as Firstwide Plus

Sdn Bhd) in favour of Affin Bank Berhad in respect of a term
105
loan facility obtained by Tropicana Firstwide Sdn Bhd (formerly
known as Firstwide Plus Sdn Bhd);
(e) Tropicana Firstwide Sdn Bhd (formerly known as Firstwide Plus

Sdn Bhd) in favour of Kuwait Finance House (Malaysia) Berhad
in respect of a term loan facility obtained by Tropicana Firstwide
Sdn Bhd (formerly known as Firstwide Plus Sdn Bhd);
(f) Tropicana Firstwide Sdn Bhd (formerly known as Firstwide Plus

Sdn Bhd) in favour of RHB Bank Berhad in respect of a term
loan facility obtained by Tropicana Firstwide Sdn Bhd (formerly
known as Firstwide Plus Sdn Bhd);
(g) Tropicana Firstwide Sdn Bhd (formerly known as Firstwide Plus

Sdn Bhd) in favour of Malayan Banking Berhad in respect of a
term loan facility obtained by Tropicana Firstwide Sdn Bhd
(formerly known as Firstwide Plus Sdn Bhd);
(h) Tropicana Rhythm Crest Sdn Bhd (formerly known as Rhythm

Crest Sdn Bhd) in favour of Public Bank Berhad in respect of a
term loan facility obtained by Tropicana Rhythm Crest Sdn Bhd
(formerly known as Rhythm Crest Sdn Bhd);
(i) Suasana Metro Sdn Bhd in favour of Affin Bank Berhad in

respect of a term loan facility obtained by Suasana Metro Sdn
Bhd;
(j) Tropicana Danga Lagoon Garden Sdn Bhd (formerly known as

Danga Lagoon Garden Sdn Bhd) in favour of CIMB Bank
Berhad in respect of a term loan facility obtained by Tan Sri Tan
Chee Sing; and
(k) Tropicana Sanctuary Development Sdn Bhd in favour of Public

Bank Berhad in respect of a term loan, revolving credit and
bridging loan facilities obtained by Tropicana Sanctuary
Development Sdn Bhd.
(ii) the land located in the district of Seremban is subject to an existing

National Land Code charge created by Tropicana Rahang
Development Sdn Bhd in favour of Affin Bank Berhad in respect of a
term loan facility obtained by Tropicana Rahang Development Sdn Bhd.
(collectively, “Existing NLC Charges”).

The above existing facilities are intended to be redeemed from the issue
proceeds of the relevant Tranche of Secured Sukuk Wakalah and the Existing
NLC Charge(s) over such land(s) identified as security for such Tranche of
Secured Sukuk Wakalah will be discharged.
(f) Potential Sharing of Security for subsequent Tranches of Secured Sukuk

Wakalah
106
Subsequent Tranches of Secured Sukuk Wakalah may be entitled to share the
Secured Properties which have been charged as security for earlier Tranches
of Secured Sukuk Wakalah based on a security sharing mechanism to be
determined at or prior to the issuance of such subsequent Tranche of Secured
Sukuk Wakalah Provided Always That (i) the Security Cover for such
subsequent Tranche of Secured Sukuk Wakalah is the same as the Security
Cover for the earlier Tranche of Secured Sukuk Wakalah; and (ii) such sharing
will not deteriorate or diminish the Security Cover of any Tranche of Secured
Sukuk Wakalah.
(g) Suitability of investments
The Sukuk Wakalah may not be a suitable investment for all investors. Each
potential investor in the Sukuk Wakalah must determine the suitability of that
investment in light of its own circumstances. In particular, each potential
investor should:
(i) have sufficient knowledge and experience to make a meaningful

evaluation of the Sukuk Wakalah, the merits and risks of investing in
the Sukuk Wakalah and the information contained in this Information
Memorandum;
(ii) have access to, and knowledge of, appropriate analytical tools to
evaluate, in the context of its particular financial situation, an investment
in the Sukuk Wakalah and the impact the Sukuk Wakalah will have on
its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of
an investment in the Sukuk Wakalah;
(iv) understand thoroughly the terms of the Sukuk Wakalah and be familiar
with the behaviour of any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser)
possible scenarios for economic and other factors that may affect its
investment and its ability to bear the applicable risks.
(h) Interest rate risk
Sukukholders may suffer unforeseen losses due to fluctuations in interest

rates. Although the Sukuk Wakalah are Islamic securities which do not pay
interest, they are similar to fixed-income securities and may therefore see their
prices fluctuate due to fluctuations in interest rates. Generally, a rise in interest
rates may cause a fall in bond prices. The Sukuk Wakalah may be similarly
affected resulting in a capital loss for Sukukholders. Conversely, when interest
rates fall, bond prices and the prices at which the Sukuk Wakalah are traded
may rise.
(i) An investment in the Sukuk Wakalah is subject to inflation risk
107
Sukukholders may suffer erosion on the return of their investments due to
inflation. Sukukholders would have anticipated rate of return of based on the
expected inflation rates on the purchase of the Sukuk Wakalah. An unexpected
increase in inflation could reduce the actual return to the Sukukholders.
(j) Force Majeure
An event of force majeure is an event which is not within the control of the party
affected, which that party is unable to prevent, avoid or remove and shall
include war and acts of terrorism, riot and disorders, natural catastrophes, viral
pandemics such as the ongoing coronavirus Covid-19 pandemic, certain
governmental acts and others. Force majeure events do not include economic
downturn or non-availability or insufficient or lack of financing on the part of the
Group. The occurrence of a force majeure event may have a material impact
on the Group.
(k) Withholding tax
There is no assurance that after the date of this Information Memorandum the
payments by the Issuer in respect of the Sukuk Wakalah and the Transaction
Documents may be made without withholding or deductions for or on account
of taxes, duties or charges of whatsoever nature imposed or levied by any
authority thereof or therein having power to tax.
In the event that if withholding or deduction of taxes, duties or charges of

whatsoever nature is required by any applicable laws, the Issue r shall be
required to make payment of such additional amount in respect of such
withholding or deduction of taxes, duties or charges of whatsoever nature so
that the relevant payee would receive the full amount which the relevant payee
would have received if no such withholding or deductions were made.
(l) Each issue of Sukuk Wakalah carries its own inherent risks
The purchase of the Sukuk Wakalah may involve substantial risks and is
suitable only for sophisticated investors who have the knowledge and
experience in financial and business matters necessary to enable them to
evaluate the risks and the mitigating factors of an investment in the Sukuk
Wakalah. Each issuance of the Sukuk Wakalah will carry different risks
including but not limited to a different (i) security package (if any), (ii) security
cover and (iii) mode of operations of the designated accounts and all potential
investors are strongly encouraged to evaluate the Sukuk Wakalah on its own
merit before making an investment decision.
(m) Credit Rating of the Sukuk Wakalah Programme
MARC has assigned a final rating of A+is for the Sukuk Wakalah Programme.
A rating is not a recommendation to purchase, hold or sell the Sukuk Wakalah.
There is no assurance that such a rating will remain in effect for any given
period of time or that such a rating will not be lowered or withdrawn if
108
circumstances in the future so warrant. Further, such a rating is not a guarantee
of repayment or that there will be no default by the Issuer under the Sukuk
Wakalah. In the event that the rating initially assigned to the Sukuk Wakalah
Programme is subsequently downgraded, suspended or withdrawn for any
reason, no person or entity will be obligated to provide any additional credit
enhancement with respect to the Sukuk Wakalah. Any downgrade, suspension
or withdrawal of a rating may have an adverse effect on the liquidity and the
market price of the Sukuk Wakalah.
(n) Enforcement and Realisation of the Tranche Security
Following the enforcement of the Tranche Security upon the declaration of a

Dissolution Event, the Security Trustee (on behalf of the Sukukholders of the
relevant Tranche of Secured Sukuk Wakalah) will have recourse to the relevant
Tranche Security provided to secure such Tranche of Secured Sukuk Wakalah.
The realisation value of the Tranche Security or any part thereof may be
adversely affected by numerous factors, including without limitation, general
changes in political and economic conditions, changes in governmental rules
and regulations, war or acts of violence and other factors which are beyond the
control of the Issuer, the Security Trustee and any person or party involved or
interested in the relevant Tranche of Secured Sukuk Wakalah.
No assurance can be given that the Security Trustee will be in a position to

realise the Tranche Security of the relevant Tranche of Secured Sukuk
Wakalah for an amount that is sufficient to pay all amounts outstanding in
relation to that Tranche of Secured Sukuk Wakalah.
5.4 Forward looking statement
Certain statements in this Information Memorandum are based on historical data which
may not be reflective of future results. Other statements which are forward -looking in
nature are also subject to uncertainties and contingencies.
All forward-looking statements are based on estimates and assumptions made by the
directors of the Issuer, and although believed to be reasonable by the directors of the
Issuer, are subject to known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements to differ materially from
the future results, performance or achievements expressed or implied in such forward-
looking statements. In light of these and other uncertainties, the inclusion of forward-
looking statements in this Information Memorandum should not be regarded as a
representation or warranty by the Issuer or its advisers or arrangers that the plans and
objectives of Group will be achieved.
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SECTION 6.0 OVERVIEW OF THE MALAYSIAN ECONOMY
6.1 Overview of the Malaysian Economy in 2019
The Malaysian economy expanded by 4.3% in 2019
Growth of the Malaysian economy was supported by resilient private sector spending,
which grew by 6.2% amid a challenging external environment. In particular, household
spending remained firm and provided support to overall growth. In line with most
emerging market economies, however, weaker external demand weighed on
Malaysia’s exports and investment activity. In the second half of the year, the economy
was affected by supply disruptions in the commodities sector.
Private consumption remained firm in 2019 (7.6%, 2018:8.0%). In 2018, consumer

spending was lifted by the 3-month tax holiday prior to the transition to the Sales and
Service Tax (SST) and the dissipation of this one-off factor resulted in a moderate
expansion in private consumption in 2019. Notwithstanding, household spending was
supported by continued income and employment growth. Lower income households
also benefitted from key Government measures such as the increase in minimum wage
and cash transfers (e.g. Bantuan Sara Hidup).
In addition to lower global demand, investment activity in Malaysia was weighed down
by weak investor sentiments. While foreign direct investment (FDI) re mained
sustained, investments by the private sector were affected by the highly uncertain
global outlook, a broad-based decline in corporate profitability and continued
weakness in the domestic property market. Meanwhile, investments by the public
sector were particularly weak due mainly to lower capital spending by public
corporations and the review of some large projects.
However, weakness in investment activity was mitigated by several factors. First, large
multi-year investment projects in the resource-based and electrical and electronic
(E&E) manufacturing subsectors continued to make steady progress. Second, the
resumption of several rail transport projects, mainly in the second half of the year,
provided some lift to investment growth. Third, broadly stable global oil prices in 2019
also supported further capital outlay by companies in the mining sector.
The domestic economy continued to be affected by supply disruptions in the production

of key commodities in 2019. Following the severe supply disrup tions in 2018, growth
in the agriculture and mining sectors rebounded in the first half of 2019 driven mainly
by the recovery in oil palm and natural gas production. In the second half of the year,
however, growth in the agriculture sector contracted as th e lagged impact of dry
weather conditions and a cutback in fertiliser application in the early part of the year
affected oil palm yields. Similarly, growth in the mining sector also declined as facility
closures and maintenance work had affected both crude oil and natural gas output.
The lower commodity production compounded the subdued external demand and
ongoing trade tensions, resulting in a decline of 1.7% in Malaysia’s gross exports in
2019 (2018: 7.3%). Nevertheless, the adverse impact of lower deman d from any single
market or product was partially mitigated by Malaysia’s diversified exports market and
110
product base. In addition, Malaysia also benefitted from some trade diversion which
partially offset the negative impact of trade tensions on exports d uring the year.
Collectively, the decline in external demand and investment activity resulted in lower
demand for imports, which declined by 3.5% in 2019 (2018: 5.2%). In tandem with the
decline in exports, imports for further processing as well as imports for re-export activity
were subdued in 2019. The lower investment activity also reduced demand for capital
imports, particularly machinery and transport equipment.
The larger contraction in goods imports vis-à-vis weak export growth contributed
towards higher current account surplus RM49.7 billion or 3.3% of GDP (2018: RM30.6
billion or 2.1% of GDP). The high current account surplus was also attributable to an
increase in tourism receipts. This was further supported by a lower primary income
deficit, in line with more moderate FDI income during the year.
Domestic demand continued to support growth in 2019
In 2019, domestic demand remained the key driver of growth in the Malaysian
economy, mainly supported by an expansion in private sector spending amid weaker
public sector expenditure. On the external front, net exports lent some support to
growth, despite a decline in real exports and imports against a backdrop of subdued
global trade performance.
Private consumption continued to record a strong growth of 7.6% in 2019, which was
well above its long-term average (2011-2018: 7.0%). This was driven by supportive
labour market conditions and selected Government measures amid a modest inflation
environment. Households also continued to sustain spending, part icularly on
necessities. Gross fixed capital formation (GFCF) registered a contraction of 2.1% in
2019, reflecting slower capital spending by the private sector and a decline in public
investment. By type of asset, lower capital spending in both structures (2019: -0.6%;
2018: 1.9%) and machinery and equipment (2019: -5.4%; 2018: 0.7%) weighed on the
overall growth performance.
Private investment expanded at a slower pace of 1.5%. The heightened uncertainty

surrounding global trade tensions affected business sentiments of both domestic and
export-oriented firms. Similarly, domestic policy uncertainty arising from the review of
infrastructure projects also dampened overall sentiments. The continued weakness in
the domestic residential and non-residential property market had also contributed
towards the modest investment performance.
However, investment was supported by the implementation of new and ongoing

projects in both the manufacturing and services sectors. In particular, capacity
expansions in the manufacturing sector were evident in the resource based and E&E
industries, while in the services sector, investments benefitted from sustained capital
spending in the transport and healthcare services subsectors. Investment intentions
also remained positive as reflected by the encouraging investment approvals during
the year.
Public investment declined by 10.8%, due mainly to the completion of large -scale
projects by public corporations. The continued rationalisation efforts by the
111
Government, as reflected by the ongoing review of several large-scale infrastructure
projects had also contributed to lower spending by public corporations.
Nevertheless, capital expenditure remained supported by Federal Government

spending, particularly in the education and housing sectors. Public consumption
expanded at a moderate pace of 2.0%, as continued growth in emoluments was
weighed down by lower Government spending on supplies and services. This is in line
with the Government’s commitment to optimise expenditure without affe cting the
delivery of public services.
Moderate growth in major economic sectors
The services and manufacturing sectors remained as key contributors to growth.

However, these sectors expanded at a more moderate pace mainly on account of
weaker external demand and a normalisation in the growth of household spending.
The agriculture and mining sectors benefitted from an improvement in oil palm yields,
and a recovery in natural gas production from pipeline disruptions in 2018,
respectively. These sectors, which had improved in the first half of the year,
subsequently contracted in the second half amid a recurrence in supply disruptions
which had affected the production of oil palm, natural gas and crude oil. Growth in the
construction sector moderated, following the completion of large projects, smaller
scale and fewer number of new projects and an oversupply of properties.
The services sector expanded by 6.1% (2018: 6.8%), as growth normalised following
a robust performance in 2018, when the tax holiday period encouraged greater
consumer spending. Growth in the wholesale and retail trade as well as food,
beverages and accommodation subsectors remained firm, lifted by firm household
spending amid supportive labour market conditions. The transport and storage
subsector benefitted from higher transhipment activity, despite being partially offset by
slower global trade activity. Growth in the finance and insurance subsector moderated
amid slower loan and deposit growth. However, this was partially mitigated by the
rebound in the fee-based income as a result of more IPO offerings during the year.
Growth in the information and communication subsector moderated, following the one-
off price reduction in fixed broadband prices under the Mandatory Standard Access
Pricing regulation in 2018.
Growth in the construction sector moderated to 0.1% (2018: 4.2%), reflecting mainly
the completion and near completion of large infrastructure and mixed development
projects. In the non-residential and residential subsectors, fewer and smaller new
projects amid the commercial property glut and elevated level of unsold residential
properties also contributed to the lower growth. While the civil engineering subsector
remained the key contributor to growth, the delay in construction work for major
highways, in addition to the completion of large petrochemical projects, led to a
moderation in construction growth during the year.
Supportive labour market conditions in 2019
112
Labour market conditions remained supportive of growth in 2019, despite being softer.
Employment grew by 2.1% (2018: 2.5%), amounting to an additional employment gain
of 316,000 persons, while unemployment rate remained stable at 3.3%. The labour
force participation rate also rose to 68.9% (2018: 68.3%).
In 2019, employment growth was mainly driven by high- and low-skilled workers, which
grew by 3.9% and 6.5% respectively. Mid-skilled workers continued to account for the
largest share of total employed persons at 59.5% (2018: 60.4%), followed by high-
skilled workers at 27.6% (2018: 27.2%). From a sectoral perspective, employment
growth was driven mainly by the services sector (3.2%), followed by the manufacturing
(2.1%) and agriculture (1.6%) sectors. In particular, the food, beverages and
accommodation subsector; and wholesale and retail trade subsector recorded strong
employment growth of 7.7% and 3.3% respectively (2018: 8.1% and 3.2%
respectively). Meanwhile, retrenchments rose to 29,605 persons per annum (2018:
23,168 persons; long-run average1: 34,530 persons).
Aggregate nominal wages in the private and public sectors grew at a slower rate of
4.2% and 3.7% respectively in 2019 (2018: 6.0% and 4.5%, respectively). The services
sector registered a higher wage growth (4.1%, 2018: 3.8%), supported by food and
beverages subsector; as well as information and communication subsector. The
manufacturing sector registered a lower wage growth of 4.3% (2018: 10.8%).
The moderation was broad-based across most manufacturing industries, but

particularly evident in export-oriented industries, which included the E&E subsector
(2019: 5.7%, 2018: 13.9%) and petroleum, chemical, rubber and plastic products
subsector (2019: 3.6%, 2018: 11.6%). In 2019, wage per worker growth in the
manufacturing sector moderated (2.9%, 2018: 8.6%), but still remained higher than
that of the services sector (1.5%, 2018: 1.2%).
Labour productivity growth slowed to 2.2% in 2019 (2018: 3.4%), with broad -based
moderation across all sectors. Services sector productivity growth moderated to 2.7%
(2018: 5.0%), given the normalisation in production growth post-tax holiday and longer
working hours. Productivity growth in the manufacturing sector also moderated (2.5%;
2018: 3.3%) due largely to slower production in the E&E subsector.
Improvement in Net International Investment Position
Malaysia’s net international investment position (IIP) registered a lower net liability
position of RM47.3 billion as at end-2019 (2018: -RM77.7 billion). This improvement
mainly reflected an increase in external assets by RM91.7 billion, primarily in portfolio
investments, which more than offset the increase in external liabilities of RM61.3
billion. Malaysia’s external position was also strengthened by more favourable
composition of external liabilities. In particular, the increase in external liabilities were
due mainly to higher inflows of long-term FDI, mainly composed of equity holdings
and retained earnings, which are less susceptible to capital reversals.
Overall, Malaysia’s external debt increased to RM946.3 billion as at end-2019, or

62.6% of GDP (end-2018: RM924.9 billion or 63.9% of GDP). Higher external debt was
mainly accounted by increases in non-resident (NR) holdings of domestic debt
113
securities and deposits, and external loans by corporations. These were partially of fset
by the decrease in intercompany loans and interbank borrowings.
Risks surrounding external debt were well contained given its favourable maturity and
currency profiles, coupled with the Bank’s prudential and hedging requirements. As at
end-2019, the external debt-at-risk for corporations and banks amounted to RM59.7
billion and RM67.7 billion, respectively. Cumulatively, these amounted to 13.5% of
Malaysia’s total external debt and 30.0% of international reserves.
More than half of the outstanding external debt was of medium- and long-term tenures,
with low rollover risk. Meanwhile, almost one-third of the external debt was
denominated in ringgit (32.8%; end-2018: 30.2%), and not affected by valuation
changes arising from fluctuations in the exchange rate. The remainder of external debt
that was denominated in foreign currencies (FCY) was largely supported by FCY
earnings and subject to prudential requirements on liquidity and funding risk
management. Moreover, intercompany loans, which accounted for 14.1% of FCY
external debt were generally available on flexible and concessionary terms. In addition,
banks and corporations held sizeable FCY external assets amounting to RM1.3 trillion.
This further reinforces the repayment capacity of these entities to meet their external
obligations. BNM’s international reserves, which accounted for 23.9% of the country’s
external assets, remained an important policy buffer against external shocks. The
international reserves amounted to USD103.6 billion as at end-2019 (end-2018:
USD101.4 billion), sufficient to finance 7.5 months of retained imports and is 1.1 times
the short-term external debt.
In 2019, Malaysia maintained a sizeable net foreign currency asset position. About
94.5% of external assets were denominated in foreign currency compared to 41.4% of
total external liabilities. This demonstrated Malaysia’s ability in responding to
external shocks. In particular, a bout of depreciation in the ringgit will result in a larger
increase in external assets compared to external liabilities, thus enhancing Malaysia’s
external position. This stabilising mechanism, coupled with the favourable nature and
composition of Malaysia’s IIP, accords the economy with resilience against potential
external shocks.
Lower headline inflation
Average headline inflation was lower at 0.7% (2018: 1.0%) (Chart 1.12). The extension
of fuel price ceilings and festive price control scheme on food items contained fuel and
food inflation, while changes in consumption tax policy in 2018 continued to exert an
overall downward pressure on prices. Apart from these factors, relatively lower global
oil prices and improved food supply conditions also contributed to the lower fuel and
food prices, respectively. The decline in inflation in import partners’ economies further
helped contain domestic inflationary pressures.
Underlying inflation as indicated by core inflation, on the other hand, remained

relatively stable (2019: 1.5%; 2018: 1.6%). This indicates that demand driven
inflationary pressures were relatively subdued amid the lack of impetus from the labour
market. Along with the stable real wage growth per worker in the private sector, the
114
presence of spare capacity in domestic industries supported the stability of the
underlying inflation.
Monetary policy remained conducive for continued growth amid price stability
The OPR was reduced by 25 basis points to 3.00% at the May 2019 meeting, to ensure
a conducive monetary environment for a steady growth path amid low inflation. In the
Monetary Policy Committee’s (MPC) assessment, downside risks to Malaysia’s growth
prospects had increased, mainly stemming from external factors. At the same time,
heightened uncertainties in the domestic environment, the risk of extended weakness
in commodity-related sectors and some signs of tightening in financial conditions
factored into the MPC’s considerations. Therefore, the OPR reduction was intended to
preserve the degree of monetary accommodativeness, thus ensuring that monetary
policy remained conducive for continued growth and price stability. The MPC was also
mindful that measures beyond monetary policy such as structural reforms would be
pertinent to raise potential growth.
The policy rate reduction had the intended impact on lending rates in the economy, as
the wholesale and retail interest rates subsequently declined. The pass-through to the
interbank market was strong and immediate, as the Kuala Lumpur Interbank Offered
Rate (KLIBOR) declined by 23 – 25 basis points across tenures within a day of the
OPR reduction. In the retail segment, all banks also revised downward their respective
base rates by 25 basis points, resulting in a lower weighted average base rate of 3.68%
as at end- 2019 (2018: 3.91%). Lending rates as indicated by the weighted average
lending rate (ALR) on outstanding loans gradually trended downwards to end the year
at 5.16% (2018: 5.43%). The overall transmission to lending rates was strong given
the high share of floating-rate loans in the banking system (about 75%), strong market
competition, and the decline in banks’ cost of funds.
Nevertheless, financing to the private sector moderated in line with economic activity,
mainly weighed down by cautious borrowing sentiments during the year. This was
reflected in net financing growth, which expanded by 5.0% (2018: 5.8%), where
outstanding loans grew by 4.0% (2018: 5.2%) while growth in outstanding corporate
bonds was sustained at 8.0% (2018: 8.0%). The demand-driven moderation in loan
growth was more pronounced in the business segment, further compounded by high
loan repayment trends and cautious lending by banks to selected sectors experiencing
weakness. The bond market also lacked impetus amid the review in large infrastructure
projects, despite a lower yield environment. However, following the OPR reduction in
May, demand for loans improved, with applications increasing for both business and
household loans. This, in turn, translated into some improvement in loan growth,
particularly in the business segment, towards the end of the year.
Financing supply conditions were continuously monitored by the Bank to ensure

lending remained supportive of economic activity, supplemented by ongoing and new
measures to enhance the financing ecosystem. Relatively stable funding and liquidity
conditions for banks continued to facilitate credit intermediation, with no significant
changes in overall loan granting criteria reported by banks. Stable loan approval rates
and loan disbursements at levels comparable to recent averages indicated there had
115
not been a general reduction in credit available to borrowers, including small and
medium enterprises (SMEs). For instance, about three out of four housing
and SME loans continued to be approved in 2019. Supportive home ownership
initiatives such as the Home Ownership Campaign which was launched in 2019, and
financing schemes for first-time home buyers including BNM’s Affordable Home Fund,
also provided further impetus to housing loans. More broadly, a variety of direct funds,
financing guarantee, debt restructuring, financial advisory and capacity building
programmes for homebuyers and SMEs have been put in place over the years to
improve access to financing for the underserved segments and to promote a more
holistic financing ecosystem.
Monetary operations ensured sufficient liquidity
The Bank conducted monetary operations to ensure sufficient liquidity to support the
orderly functioning of the interbank and foreign exchange markets, amid capital flow
volatility during the year. In particular, the Bank’s liquidity injection operations through
reverse repos and foreign exchange swaps mitigated the contractionary
impact on banking system liquidity arising from intermittent periods of large portfolio
outflows.
Accordingly, as spillovers to banking system liquidity remained contained, this ensured

continued financial intermediation to support economic activity. At the system level,
aggregate outstanding liquidity placed with the Bank amounted to RM168.9 billion
(2018: RM185.0 billion).
At the institutional level, most banking institutions continued to maintain surplus

liquidity positions with the Bank. Overall, the price discovery process in the domestic
money market remained uninterrupted, as evidenced by broadly stable interbank rates.
The reduction in the Statutory Reserve Requirement (SRR) ratio from 3.50% to 3.00%
in November 2019 resulted in a broad-based release of liquidity into the domestic
banking system. The SRR ratio was reduced to provide additional liquidity to the
banking system on a more permanent basis. This was in view of the need to absorb
less excess liquidity from the banking system, as the previous build-up in excess
liquidity over the years of strong inflows has partially reversed. The release of liquidity
amounting to RM7.4 billion would continue to support the efficient functioning of the
domestic financial markets and facilitate effective liquidity management by the banking
institutions.
(Source: BNM Economic and Monetary Review 2019, Bank Negara Malaysia)
116
6.2 Implementation of Regulatory and Supervisory Measures in Dealing with the
Covid-19 Pandemic
Large countercyclical policy measures have been introduced by the Government and
Bank Negara Malaysia to mitigate the economic impact of the Covid-19 pandemic. On
27 February 2020, the Government announced the first economic stimulus package,
amounting to RM20 billion with funds to ease cashflow constraints for businesses,
provide financial assistance and training for affected individuals and spurt investment.
The stimulus package was complemented by two consecutive reductions in the
Overnight Policy Rate by a total of 50 basis points and measures to provide additional
liquidity in the banking system. These were also supplemented by additional measures
to increase household disposable income, which include flexibility for monthly cash
withdrawal from the Employees’ Provident Fund (EPF) for a year and the deferment in
repayment of education loans. The additional measures form part of the second
economic stimulus package that was announced on 27 March 2020. This stimulus
package, totalling RM230 billion, includes a moratorium on loan payments and loan
guarantees. Overall, the second stimulus package aims to provide further relief mainly
by increasing broad-based financial assistance for households, supporting
employment retention and accelerating public sector spending on infrastructure
upgrades. These measures are complemented with measures to temporarily defer
loan repayments and facilitate the restructuring of loan and credit facilities, particularly
for individuals and small and medium enterprises (SMEs). Cumulatively, these policy
measures will provide a buffer and avert a sharper contraction in economic activities
for the year.
In the wake of the Covid-19 pandemic, BNM has implemented additional measures to
ensure continued financial intermediation in support of the economy and to mitigate
the economic impact of Covid-19 on households and businesses. These include
providing additional funds for SMEs, amounting to a total allocation of RM13.1 billion
under BNM’s Fund for SMEs, together with some adjustments to the funds’ features to
further enhance access. In addition, an automatic 6-month moratorium on loan
repayments is being implemented for individuals and SMEs to ease the financial
burden of borrowers in this difficult period. Banking institutions have also been
encouraged to facilitate requests by corporations to defer or restructure their loans or
financing repayments in a way that will enable viable corporations to preserve jobs and
swiftly resume economic activities when conditions improve.
Malaysian banks have the financial capacity to assist borrowers and ensure continued
availability of financing to the economy, drawing on strong capital, liquidity and
provisioning buffers built up over the years. At the start of the year, banks had projected
sustained loan growth, reflecting their capacity and willingness to sustain credit flows
to eligible borrowers. While projected loan growth is likely to be impacted by unfolding
developments surrounding Covid-19, the accommodative monetary policy will
reinforce support to financing activity. The Overnight Policy Rate reductions in January
and March 2020 have lowered borrowing costs for the private sector, while the pre-
emptive boost in liquidity through the Statutory Reserve Requirement ratio reduction
should also provide support to banks.
(Source: BNM Economic and Monetary Review 2019, Bank Negara Malaysia)
6.3 Outlook for the Malaysian Economy in the First Quarter of 2020
117
The Malaysian economy, as with most economies, was impacted by Covid-19 in
the first quarter of 2020
The Malaysia economy moderated sharply to 0.7% in the first quarter of 2020 (4Q
2019: 3.6%). On the supply side, the services and manufacturing sectors moderated
while the other sectors contracted. In terms of expenditure, external demand and
investments declined, while private consumption growth moderated. On a quarter-on-
quarter seasonally-adjusted basis, the economy contracted by 2.0%.
The moderation reflected the impact of measures taken both globally and domestically
to contain the spread of the Covid-19 pandemic. Domestically, it mainly reflected the
implementation of the Movement Control Order (MCO). After a steady expansion in
the first two months of the quarter, economic activity came to a sharp downshift with
the implementation of the MCO on 18 March 2020. Movement restrictions including
international and domestic travel restrictions, limited work and operating hours and
mandatory social distancing significantly curtailed economic activity. Production was
only permitted for essential goods and services and the industries integral to their
supply chains. Labour-intensive and consumer-oriented sectors were also impacted.
During the quarter, headline inflation remained modest at 0 .9%, mainly reflecting the
lapse in the remaining impact from Sales and Services Tax (SST) implementation and
lower price-volatile inflation. Core inflation moderated slightly to 1.3%.
Exchange rate developments
In the first quarter of 2020, the ringgit depreciated by 4.9% against the US dollar,
following large non-resident portfolio outflows amounting to RM26.2 billion (USD6.3
billion) as global risk aversion intensified. This development was in line with regional
countries amid uncertainties surrounding the duration and severity of the Covid-19
pandemic, and its economic impact. While various measures have been implemented
by governments and central banks globally to support the economy, investor
sentiments remained affected by the weakening and uncertain outlook to global
growth. As a result of the ongoing risk aversion in global financial markets and demand
for safe haven assets, Malaysia continued to experience non -resident portfolio
outflows and the ringgit depreciated by 5.8% against the US dollar in 2020 (as at 12
May). As this environment of uncertainty will persist in the near -term, capital flows and
exchange rate volatility is expected going forward.
Financing conditions
Net financing expanded at a sustained pace of 4.7% on an annual basis, supp orted by
higher growth in outstanding loans. Growth in outstanding business loans increased,
while outstanding household loan growth declined. Nonetheless, demand for both
business and household loans slowed in comparison to the previous quarter.
Since the Special Relief Facility (SRF) was made available on 6 March, the
participating financial institutions (PFIs) and BNM have worked swiftly to implement
the SRF, to ensure that SMEs benefit quickly. As at 4 May 2020, the PFIs have
approved more than 20,000 applications amounting to about RM10 billion. Demand
has been overwhelming, and as a result, the earlier announced RM5 billion SRF
allocation has been quickly taken up that will directly benefit more than 9,000 SMEs
across Malaysia, and preserve more than 200,000 jobs. In view of the strong demand,
118
BNM has upsized the SRF by another RM5 billion to cater for all of the applications
approved by PFIs as at 4 May bringing the total final allocation to RM10 billion.
With the gradual lifting of the movement control order (MCO) and reopening of the
economic sectors, SMEs can also avail themselves to the existing financing schemes
offered by the Government, the financial institutions, as well as from the remaining
allocation for BNM’s Fund for SMEs (All Economic Sectors Facility, Agrofood Facility,
Automation and Digitalisation Facility, and Micro Enterprises Facility).
SMEs can also access financing options through the imSME platform which helps to
match financing needs with a variety of fund providers that cate r to SMEs. In the first
quarter of 2020, financial institutions have collectively disbursed RM62 billion financing
to SMEs, of which RM48 billion for working capital purposes.
All policy levers are being deployed to cushion the economic impact of Covid-
19
The economic stimulus measures implemented by the Government will provide

sizeable assistance to households and businesses. This is further augmented by the
Bank’s broad array of measures, including reductions in the OPR and SRR, deferment
of loan and financing repayments for a period of six months for individual and SME
borrowers, daily market operations to ensure ample liquidity, and enhancements to
existing financing facilities under BNM’s Fund for SMEs. The Bank has also allowed
banks to utilise their regulatory buffers to further ensure continued financial
intermediation.
The Malaysian economy is expected to gradually pick up in 2H 2020
The global and Malaysian economic outlook for 2020 will be significantly impacted by
the Covid-19 pandemic as strict measures to contain the spread of the pandemic, will
weigh considerably on both external demand and domestic growth. The Malaysian
economy is expected to contract in the second quarter. This reflects the longer duration
of containment measures both globally and domestically.
As these containment measures are eased and the domestic MCO is lifted, economic
activity is expected to gradually improve in 2H 2020. The sizable fiscal, monetary and
financial measures and progress in transport-related public infrastructure projects will
provide further support to growth in 2H 2020. In line with the projected improvement in
global growth, the Malaysian economy is expected to register a positive recovery in
2021.
Average headline inflation in 2020 is likely to turn negative, due mainly to projections
of substantially lower global oil prices. Going forward, the outlook of headline inflation
remains significantly affected by global oil and other commodity prices including food,
as well as evolving demand conditions. Underlying inflation is expected to be subdued
amid the projections of weaker domestic growth prospects and labour market
conditions.
(Source: Press Release dated 13 May 2020 bearing reference no. 05/20/05, Bank
Negara Malaysia)
SECTION 7.0 OTHER MATERIAL INFORMATION
7.1 Material Contracts
119
As at 13 May 2020 and save for those as disclosed below, neither the Issuer nor its
Material Subsidiaries have entered into any contracts (whether in or outside the
ordinary course of business) where the (i) total consideration is or will be in excess of
Ringgit Sixteen Million (RM16,000,000.00); (ii) involves or is likely to involve obligations
and liabilities which by their nature and magnitude is unusual; (iii) is of an onerous or
long-term nature; (iv) is otherwise material to the business or relates to another
material contract or asset; or (v) is a related party transaction.
7.1.1 Issuer
The Issuer, has entered into the following material contracts:-
1. Share Sale Agreement dated 14 September 2018 entered into between

the Issuer and (i) Tan Chee Sing (“TCS”), (ii) Dickson Tan Yong Loong
(“DTYL”), (iii) Dillon Tan Yong Chin (“DTYC”) and Diana Tan Sheik Ni
(“DTSN”) (TCS, DTYL, DTYC and DTSN shall collectively be referred
to as the “Vendors”) in relation to the sale by the Vendors to the Issuer
of fifty point one per cent (50.1%) of the issued and paid up share capital
of Tropicana Sanctuary Holdings Sdn Bhd (formerly known as Peluang
Duta Sdn Bhd) (“Tropicana Sanctuary Holdings”) for the purchase
consideration of Ringgit Forty Nine Million Fifty Three Thousand and
Ninety Three (RM49,053,093.00);
2. Eleven (11) Share Purchase Agreements all dated 24 January 2019 (as
amended and/or varied by the respective supplemental Share
Purchase Agreements all dated 28 June 2019) entered into between
the Issuer and the vendors as set out in Column I of the table below in
relation to the sale by the vendors as set out in Column I of the table to
the Issuer of the respective total sale shares as set out in Column II of
the table of the respective companies as set out in Column III of the
table for the respective purchase consideration as set out in Column IV
of the table.
THE REMAINDER OF THIS PAGE IS INTENTIALLY LEFT BLANK
120
Column I: Column II: Column III: Column IV:
Vendors Total Sale Companies Purchase
Shares Consideration
(RM)
(i) TCS; 10,010 Tropicana 1,000,000.00
(ii) DTYL; Scenic
Development
(iii) DTYC;
Sdn Bhd
(iv) Dion Tan
Yong
Chien
(“Dion
Tan”);
and
(v) DTSN
(i) TCS; and 105 Tropicana Kiara 20,000,000.00

(ii) DTYL Lestari Land
Sdn Bhd
(formerly known
as
T Kiara Lestari
Land Sdn Bhd)
(i) TCS; and 104 Tropicana Kiara 25,000,000.00

(ii) DTYL Lestari
Development
Sdn Bhd
(formerly known
as
T Kiara Lestari
Development
Sdn Bhd)
(i) TCS; 140,000 Suasana Metro 140,000.00

(ii) DTYL; Sdn Bhd
(iii)DTYC;
and
(iv) DTSN
(i) TCS; 6,000,000 Tropicana 4,000,000.00

(ii) DTYL; Rhythm Crest
Sdn Bhd
(iii)DTYC;
(formerly known
and
as Rhythm
(iv) DTSN Crest Sdn Bhd)
121
(RM)
(i) TCS; 55,020 Tropicana 1,000,000.00
(ii) DTYL; Lingkaran
Utama Sdn Bhd
(iii)DTYC;
(formerly known
and
as Lingkaran
(iv) DTSN Utama Sdn
Bhd)
(i) TCS; 1,600,000 GP Views 40,000,000.00

(ii) DTYL; Development
Sdn Bhd
(iii) DTYC;
(iv) Dion
Tan; and
(v) DTSN
(i) TCS; 4,000,000 Tropicana 50,000,000.00

(ii) DTYL; Firstwide Sdn
Bhd (formerly
(iii)DTYC;
known as
and
Firstwide Plus
(iv) DTSN Sdn Bhd)
(i) TCS; 4,020 Tropicana 330,755.00

(ii) DTYL; Danga Lagoon
Garden Sdn
(iii)DTYC;
Bhd (formerly
and
known as
(iv) DTSN Danga Lagoon
Garden Sdn
Bhd)
(i) TCS; 228,000 Tropicana 8,100,000.00

(ii) DTYL; Danga Lagoon
Development
(iii)DTYC;
Sdn Bhd
and
(formerly known
(iv) DTSN as Danga
Lagoon
Development
Sdn Bhd)
122
(RM)
(i) TCS; 4,000,000 TAHSB 145,973,044.00
(ii) DTYL;
(iii)DTYC;
and
(iv) DTSN
3. Deed of Accord and Satisfaction dated 24 January 2019 (as amended

and/or varied by the Supplemental Deed of Accord and Satisfaction
dated 28 June 2019) executed between the Issuer, TCS and the
companies set out in Column I of the table below (“ Companies”) in
relation to the release and discharge of the Companies’ liabilities to pay
their respective debt owing to TCS to be satisfied via the issuance of
irredeemable convertible preferences shares by the Issuer to TCS or
TCS’s nominee, cash and refinancing and/or assumption of TCS’s
borrowings.
Column I
Company
1. GP Views Development Sdn Bhd
2. Tropicana Scenic Development Sdn Bhd (formerly known

as Renown Empire Sdn Bhd)
3. Tropicana Firstwide Sdn Bhd (formerly known as

Firstwide Plus Sdn Bhd)
4. Tropicana Rhythm Crest Sdn Bhd (formerly known as

Rhythm Crest Sdn Bhd)
5. Lingkaran Utama Sdn Bhd
6. Tropicana Danga Lagoon Development Sdn Bhd

(formerly known as Danga Lagoon Development Sdn
Bhd)
7. Tropicana Danga Lagoon Garden Sdn Bhd (formerly

known as Danga Lagoon Garden Sdn Bhd)
8. Suasana Metro Sdn Bhd
9. TAHSB
10. Lido Waterfront (65% subsidiary of TAHSB)
11. Tropicana Sanctuary Development Sdn Bhd
123
12. Tropicana Kiara Lestari Development Sdn Bhd (formerly
known as T Kiara Lestari Development Sdn Bhd)
4. Mutual Agreement dated 24 January 2019 (as amended and/or varied
by the Supplemental Mutual Agreement dated 28 June 2019) executed
between TCS and the Issuer in relation to the release and discharge of
TCS’s obligations under the banking facilities as set out in Column I of
the table below granted by the financial institutions as set out in Column
II of the table below and secured by the lands as set out in Column III
of the table below.
Column I Column II Column III

Banking Facilities Financial Lands
Institution
Term loan of Ringgit CIMB Tropicana Kiara Lestari
Twenty Five Million Bank Land Sdn Bhd (formerly
(RM25,000,000.00) for Berhad known as T Kiara Lestari
general investment in Land Sdn Bhd)
Malaysia
(i) Geran Mukim 1769, Lot
2475, Segambut,
Mukim Batu, District of
Kuala Lumpur, State of
Wilayah Persekutuan
KL;
(ii) Geran Mukim 1264, Lot

2476, Segambut,
Wilayah Persekutuan
KL; and
(iii) Geran Mukim 3217, Lot

2478, Segambut,
Wilayah Persekutuan
KL.
Tropicana Kiara Lestari

Development Sdn Bhd
(formerly known as T Kiara
Lestari Development Sdn
Bhd)
(i) Geran Mukim 1799, Lot

2455, Segambut,
124
Institution
Wilayah Persekutuan
KL;
(ii) Geran Mukim 1800, Lot

2457, Segambut,
Wilayah Persekutuan
KL;
(iii) Geran Mukim 1801, Lot

2458, Segambut,
Wilayah Persekutuan
KL; and
(iv) Geran Mukim 1774, Lot

2477, Segambut,
Wilayah Persekutuan
KL.
Term loan of up to CIMB Tropicana Danga Lagoon

RM58,000,000.00 for Bank Garden Sdn Bhd (formerly
TCS’s general Berhad known as Danga Lagoon
investment in Malaysia Garden Sdn Bhd)
and for the redemption
of the security properties
(i) HS(M) 3232, PTD
from existing charge
174019, Kampung
bank
Danga, Mukim Pulai,
District of Johor Bahru,
State of Johor;
(ii) HS(M) 3233, PTD

174020, Kampung
Danga, Mukim Pulai,
State of Johor;
(iii) HS(M) 3234, PTD

174021, Kampung
Danga, Mukim Pulai,
State of Johor;
125
Institution
(iv) HS(M) 3235, PTD

174022, Kampung
Danga, Mukim Pulai,
State of Johor;
(v) HS(M) 3236, PTD

174023, Kampung
Danga, Mukim Pulai,
State of Johor;
(vi) HS(M) 3237, PTD

174024, Kampung
Danga, Mukim Pulai,
State of Johor;
(vii) HS(M) 3238, PTD
174025, Kampung
Danga, Mukim Pulai,
State of Johor;
(viii) HS(M) 3239, PTD

174026, Kampung
Danga, Mukim Pulai,
State of Johor;
(ix) HS(M) 3240, PTD

174027, Kampung
Danga, Mukim Pulai,
State of Johor; and
(x) HS(M) 3241, PTD

174028, Kampung
Danga, Mukim Pulai,
State of Johor.
Tropicana Southern Gallery

Sdn Bhd (formerly known as
Southern Gallery Sdn Bhd
(subsidiary of Lingkaran
Utama Sdn Bhd)
126
Institution
(i) GM 1361, Lot 1033,

Batu 22, Mukim Jeram
Batu, District of Pontian,
State of Johor;
(ii) GM 1359, Lot 1034,

State of Johor; and
(iii) GM 2600, Lot 1038,

State of Johor.
Tropicana Scenic
Development Sdn Bhd
(formerly known as Renown
Empire Sdn Bhd)
GM 1057, Lot 2746, Batu 22,

Mukim Jeram Batu, District
of Pontian, State of Johor.
Berjangka-i (TF-i) Bank Lido Waterfront Boulevard
Facility under Shariah Kerjasama Sdn Bhd (subsidiary of
principle of Bai’ ‘Inah of Rakyat TAHSB)
Ringgit Two Hundred Malaysia
and Fifty Million Berhad HS(D) 54885, PTB 24129,
(RM250,000,000.00):
Bandar Johor Bahru, District
of Johor Bahru, State of
(i) Tranche 1 of Ringgit Johor.
Sixty Million
(RM60,000,000.00)
to part finance up to
90% or Ringgit Sixty
Million
(RM60,000,000.00)
only, whichever is
lower, the
conversion premium
under Lot No.
PTB24127,
PTB24128,
PTB24129,
PTB24130,
PTB24131 and
127
Institution
PTB24132 located
along Persiaran
Sultan Abu Bakar
Johor Bahru, Johor;
and
(ii) Tranche 2: Ringgit

One Hundred and
Ninety Million
(RM190,000,000.00)
to part finance up to
90% or Ringgit One
Hundred and Ninety
Million
(RM190,000,000.00)
only, whichever is
lower, the
reclamation works
under Lot No.
PTB24129 and
PTB24128 located
along Persiaran
Sultan Abu Bakar
Johor Bahru, Johor.
5. Four (4) Joint Development Agreements all dated 24 April 2019 (as
amended and/or varied by the respective supplemental Joint
Development Agreements all dated 28 June 2019) entered into
between the Issuer and the landowners as set out in Column I of the
table below for the development of the land(s) bearing the land details
as set out in Column II of the table for the landowners’ entitlement as
set out in Column III of the table below.

Landowners Land(s) Landowners’
Entitlement
Suci Padu Sdn (a) HS(D) 13678 (i) Twelve per cent
Bhd PTD 14015; (12%) of the actual
(b) HS(D) 13679 gross development
PTD 14016; value (“GDV”) of the
(c) HS(D) 13680 Lands; or
PTD 14017; (ii) the minimum GDV
equal to Ringgit
(d) HS(D) 13681
PTD 14018; Three Hundred
Ninety Eight Million
(e) HS(D) 13682 Five Hundred Ninety
PTD 14019;
128
Entitlement
(f) HS(D) 13683 Five Thousand
PTD 14020; (RM398,595,000.00),
(g) HS(D) 13684 whichever is the higher
PTD 14021; upon completion of the
(h) HS(D) 13685 relevant development on
PTD 14022; the Lands.
(i) HS(D) 13689
PTD 14026;
(j) HS(D) 13690
PTD 14027;
and
(k) HS(D) 13692
PTD 14029
all located in
Mukim Jeram Batu,
Daerah Pontian,
Negeri Johor.
Sinaran Ramah Geran Mukim (i) Twelve per cent (12%)

Sdn Bhd 1567, Lot 1471, of the actual GDV of
Pulau Rebak the Land; or
Kechik, Mukim (ii) the minimum GDV
Kendawang, equal to Ringgit Thirty
District of Seven Million
Langkawi, State of (RM37,000,000.00),
Kedah. whichever is the higher
upon completion of the
relevant development on
the Land.
Pantai Kok Resort (a) GRN 216449, (i) Twelve per cent (12%)
Development Sdn Lot 60249, of the actual GDV of
Bhd Seksyen 2; the Lands; or
and (ii) the minimum GDV
(b) GRN 216500, equal to Ringgit Three
Lot 60250, Hundred Sixty Two
Seksyen 2, Million Two Hundred
both located in Thousand
Bandar Padang (RM362,200,000.00),
Mat Sirat, District of whichever is the higher
Langkawi, State of upon completion of the
Kedah. relevant development on
the Lands.
129
Entitlement
Ibarat Indah Sdn (a) HS(D) 13676, (i) Twelve per cent (12%)
Bhd PTD 14013 of the actual GDV of
(formerly the Lands; or
GRN 98520); (ii) the minimum GDV
and equal to Ringgit
(b) HS(D) 13677, Fifteen Million Six
PTD 14014 Hundred Eighty Two
(formerly Thousand
GRN 98520), (RM15,682,000.00),
both located in whichever is the higher
Mukim Jeram Batu, upon completion of the
Daerah Pontian, relevant development on
Negeri Johor. the Lands.
6. Termination Agreement dated 28 June 2019 entered into between the

Issuer and TCS in relation to the termination of the Share Purchase
Agreement dated 24 January 2019 for the purchase by the Issuer from
TCS of forty nine point nine per cent (49.9%) of the issued and paid up
share capital of Tropicana Sanctuary Holdings.
7. Share Sale Agreement dated 28 June 2019 entered into between the
Issuer and TCS in relation to the sale by the Issuer to TCS of fifty point
one per cent (50.1%) of the issued and paid up share capital of
Tropicana Sanctuary Holdings for the purchase consideration of Ringgit
Forty Nine Million Thirty Seven Thousand One Hundred and Forty
Three (RM49,037,143.00) (“SSA Purchase Consideration”);
8. Share Purchase Agreement dated 28 June 2019 entered into between

Tropicana Sanctuary Holdings and the Issuer for the purchase by the
Issuer from Tropicana Sanctuary Holdings of seventy per cent (70%) of
the total issued share capital of Tropicana Sanctuary Development Sdn
Bhd for the purchase consideration of Ringgit Two Hundred Forty Eight
Million Five Hundred Sixty Seven Thousand (RM248,567,000.00); and
9. Deed of Assignment dated 28 November 2019 entered into between

TCS and the Issuer in relation to the assignment by TCS of the right to
receive part of the advances due and owing by Tropicana Sanctuary
Holdings to TCS amounting to Ringgit Forty Nine Million Thirty Seven
Thousand One Hundred and Forty Three (RM49,037,143.00) to the
Issuer as payment for the SSA Purchase Consideration.
130
7.1.2 Tropicana Metropark
Tropicana Metropark, has entered into the following material contracts: -
1. Sale and Purchase Agreement dated 13 April 2018 entered into

between Tropicana Metropark and Next Delta Sdn Bhd for the disposal
by Tropicana Metropark of two (2) pieces of land located in Pekan
Country Heights, Daerah Petaling, Selangor Darul Ehsan for a
purchase consideration of Ringgit One Hundred and Forty-Three Million
(RM143,000,000.00).
2. Novation and Variation Agreement dated 31 May 2018 entered into

between Tropicana Metropark, Myxon (M) Sdn Bhd (“MMSB”) and Inta
Bina Sdn Bhd (“IBSB”) assigning and novating to Tropicana Metropark
of all of MMSB’s rights, liabilities, benefits and obligations under the
Letter of Award dated 22 January 2018 executed between MMSB and
IBSB in relation to the main buildings works for commercial serviced
apartments on Lot HSD 287224 (PT 25), Fasa 2, Seluas 4.29 Ekar,
Jalan MP 1, Tropicana Metropark, Subang Jaya, Mukim Damansara,
Daerah Petaling, Selangor Darul Ehsan for the contract sum of Ringgit
One Hundred and Seventy Six Million and Eight Hundred Thousand
(RM176,800,000.00).
3. Letter of Award dated 26 September 2019 executed between Tropicana

Metropark and Econpile (M) Sdn Bhd for proposed earthworks, soil
nailing works, piling and pile cap and basement lowest floor slab on
GRN 321051 (Lot 72018), Jalan Persiaran Teknologi Subang, Taman
Tropicana Metropark, Subang Jaya, Pekan Country Height, Daerah
Petaling, Selangor Darul Ehsan for the contract sum of Ringgit Twenty
Million and Eight Hundred and Thirty-Eight Thousand
(RM20,838,000.00).
7.1.3 Tropicana Aman
Tropicana Aman has entered into the following material contracts:-
1. Letter of Award dated 18 January 2018 executed between Tropicana

Aman and TCS Construction Sdn Bhd for piling and main building works
on Lots PT 41254 and PT 41255, PT 41256 and PT 41258 for t he
contract sum of Ringgit One Hundred and Fifty One Million
(RM151,000,000.00).
2. Letter of Award dated 25 June 2018 executed between Tropicana

Aman and Binaform Sdn Bhd for stage 3 infrastructure works on Lots
PT 33010, PT 33019-PT33028, Mukim Tanjong Dua Belas, Daerah
Kuala Langat, Selangor Darul Ehsan for the contract sum of Ringgit
Fifty-Nine Million and Nine Hundred Thousand (RM59,900,000.00).
131
3. Letter of Award dated 27 February 2019 executed between Tropicana
Aman and Kitacon Sdn Bhd for main building works for a commercial
development on Lot PT 44813, Mukim Tanjong Dua Belas, Daerah
Kuala Langat, Selangor Darul Ehsan for the contract sum of Ringgit
Fifty-Four Million and Seven Hundred Thousand (RM54,700,000.00).
4. Letter of Award dated 9 May 2019 executed between Tropicana Aman

and Binaform Sdn Bhd for stage 4 infrastructure works on Lot 73397,
Lot 73579, Lot 73581-73584, PT 41264, PT 41272, PT 41275, PT
41315, PT 41322-41323, PT 41326, PT 41329, PT 41334, PT 44886-
44889, PT 44810-44812, PT 44814-44816 & PT 44821, all located in
Mukim Tanjong Dua Belas, Daerah Kuala Langat, Selangor Darul
Ehsan for the contract sum of Ringgit Thirty-Five Million and Three
Hundred Thousand (RM35,300,000.00).
5. Letter of Award dated 10 July 2019 executed between Tropicana Aman

and Kitacon Sdn Bhd for main building works of a recreational hub on
PT 41290, Mukim Tanjong Dua Belas, Daerah Kuala Langat, Selangor
Darul Ehsan for the contract sum of Ringgit Eighteen Million and Eight
Hundred Thousand (RM18,800,000.00).
6. Letter of Award dated 13 August 2019 executed between Tropicana

Aman and Bakat Raya Sdn Bhd for the construction, testing,
commissioning and handing over of water tank on Lot PT 33010, PT
33019-33028, all located on Mukim Tanjong Dua Belas, Daerah Kuala
Langat, Selangor Darul Ehsan for the contract sum of Ringgit Nineteen
Million and Nine Hundred and Fifty-Eight Thousand Eight Hundred
Forty Three (RM19,958,843.00).
7.1.4 Lido Waterfront
Lido Waterfront has entered into a letter of offer to purchase d ated 2 July 2018
with China Communications Construction Company (M) Sdn Bhd for the
purchase of a piece of freehold land held under HSD 574554, PTB 24630 (Plot
No. 8) for the purchase consideration of Ringgit One Hundred and Forty Million
Nine Hundred and Twenty Two Thousand Eight Hundred Forty Three and
Cents Twenty-One (RM140,922,843.21).
7.1.5 Tropicana Indah
Tropicana Indah has entered into the following material contracts: -
1. Letter of Award dated 14 May 2019 executed between Tropicana Indah

and Basics Décor Sdn Bhd for interior design and fitting out works on
Lots 52582 and 52581, Mukim Sungai Buloh, Daerah Petaling, Jalan
Persiaran Surian, Kota Damansara, PJU 3, Petaling Jaya, Selangor
Darul Ehsan for the contract sum of Ringgit Twenty Three Million
(RM23,000,000.00).
132
2. Letter of Award dated 11 October 2019 executed between Tropicana
Indah and Econpile (M) Sdn Bhd for demolition, earthwork, piling and
substructure work on Lot 52581, Mukim Sungai Buloh, Daerah Petaling,
Jalan Persiaran Surian, Kota Damansara, PJU 3, Petaling Jaya,
Selangor Darul Ehsan for the contract sum of Ringgit Forty Three Million
and Nine Hundred and Eighty Thousand (RM43,980,000.00).
7.1.6 Tropicana Development (Johor Bahru)
Tropicana Development (Johor Bahru) has entered into the following material
contracts:-
1. Sale and Purchase Agreement dated 8 August 2018 entered into

between Tropicana Development (Johor Bahru) and Parkwood Palms
Sdn Bhd for the sale of a portion of land measuring not less than 7.856
acres held under Geran No. 26977, Lot 4271, Bandar Johor Bahru,
Daerah Johor Bahru, Johor Darul Takzim by Tropicana Development
(Johor Bahru) to Parkwood Palms Sdn Bhd for the purchase
consideration of Ringgit Fifty Seven Million (RM57,000,000.00).
2. Sale and Purchase agreement dated 6 December 2019 entered into

between Tropicana Development (Johor Bahru) and GW Max Sdn Bhd
for the sale of land held under HSD 590964, PTB 24737, Bandar Johor
Bahru, Daerah Johor Bahru, Johor Darul Takzim by Tropicana
Development (Johor Bahru) to GW Max Sdn Bhd for the purchase
consideration of Ringgit Sixty Four Million Five Hundred Thousand
(RM64,500,000.00).
7.1.7 Tropicana Golf & Country
Tropicana Golf & Country has entered into a sale and purchase agreement
dated 21 August 2018 with One Residence Sdn Bhd for the sale of a piece of
land measuring held under PN 92831, Lot 89553, Bandar Damansara, Daerah
Petaling, Selangor Darul Ehsan by Tropicana Golf & Country to One Residence
Sdn Bhd for the purchase consideration of Ringgit Forty Two Million and Two
Hundred and Eighty Seven Thousand (RM42,287,000.00).
7.2 Material Litigation
As at 13 May 2020 and save for those as disclosed below, neither the Issuer nor its
Material Subsidiaries are engaged in any existing, pending or threatened claims,
demands, disputes, lawsuits, arbitration, litigation proceedings or other contentious
circumstances (whether brought in or outside the ordinary course of business) either
as plaintiff and there is a counter-claim or defendant where such individual claim,
demand, lawsuit or litigation equals to or exceeds the sum of Ringgit Sixteen Million
(RM16,000,000.00), and the Issuer and its Material Subsidiaries are not aware of any
proceedings pending or threatened against the Issuer and its Material Subsidiaries or
of any facts likely to give rise to any proceedings which may materially and adversely
affect the financial position or business of the Issuer and its Material Subsidiaries.
133
7.2.1 Issuer
On 11 February 2011, Dijaya-Malind JV (Mauritius) Limited (now known as

Marian JV (Mauritius) Limited) and Dijaya-Malind Properties (India) Private
Limited instituted arbitration proceedings before an arbitral tribunal at
Hyderabad (“Arbitral Tribunal”) against Starlite Global Enterprise (India)
Limited to seek the refund of the deposit sum and damages arising from
termination of a deed of novation cum joint development agreement dated 9
April 2007 (“Agreement”) (“Arbitration Proceeding”).
On 26 August 2013, the Issuer received an order dated 28 July 2013 from the
Arbitral Tribunal to add the Issuer as a party to the Arbitration Proceeding
(“Order”) when the Issuer was never a counterparty to the Agreement.
The Issuer has appealed to the City Civil Court at Hyderabad against the order
for the wrongful impleadment. Upon the dismissal of by the City Civil Course of
Hyderabad on 2 June 2014, the Issuer has filed a further appeal to the High
Court of Judicature of Hyderabad which is pending hearing and final disposal.
7.3 Contingent Liabilities
As at 13 May 2020, the Issuer and its Material Subsidiaries have no contingent
liabilities incurred or known to be incurred by the Issuer and its Material Subsidiaries
which upon being enforceable, may have a material impact on the financial condition
of the Issuer and its Material Subsidiaries save and except for those which have been
(i) disclosed in the unaudited financial statements for the FYE 31 December 2019 of
the Issuer (attached herein as Appendix II) and (ii) announced on Bursa Malaysia and
is made available thereto.
7.4 Capital Commitments
As at 13 May 2020, the Issuer and its Material Subsidiaries have no capital
commitments incurred or known to be incurred by the Issuer and its Material
Subsidiaries which upon being enforceable, may have a material impact on the
financial condition of the Issuer and its Material Subsidiaries, save and except for those
which have been disclosed in the unaudited financial statements for the FYE 31
December 2019 of the Issuer (attached herein as Appendix II) and (ii) announced on
Bursa Malaysia and is made available thereto.
134
7.5 Potential Conflicts of Interest
(a) HSBC Amanah as the PA, LA, JLM and the Shariah Adviser
Save as disclosed below and after making enquiries as were reasonable in the
circumstances, HSBC Amanah is not aware of any circumstances that would give rise
to a conflict of interest situation or a potential conflict of interest situation in its capacity
as the Principal Adviser, Lead Arranger, Joint Lead Manager and Shariah Adviser in
relation to the Sukuk Wakalah Programme as at the date of this Information
Memorandum:
Part of the proceeds of the Second Tranche may be utilised by the Issuer to repay
banking facilities which were granted by HSBC Bank Malaysia Berhad, a related
corporation of HSBC Amanah, to the Issuer and/or the Group.
In view of the above, there may be potential conflict of interest situation arising from
HSBC Amanah acting in its capacity as the Principal Adviser, Lead Arranger, Joint
Lead Manager and Shariah Adviser in relation to the Sukuk Wakalah Programme.
Notwithstanding the above, HSBC Amanah has considered the factors involved and
believes its objectivity and independence in carrying out its respective roles has been
and will be maintained at all times for the following reasons:
(i) the conduct of HSBC Amanah is regulated by the CMSA, the Islamic Financial
Services Act 2013 and its own internal controls and checks;
(ii) HSBC Amanah is a licensed bank and its appointment as, amongst others, the
Principal Adviser, Lead Arranger, Joint Lead Manager and Shariah Adviser in
relation to the Sukuk Wakalah Programme is in the ordinary course of its
business; and
(iii) the due diligence review in respect of the Sukuk Wakalah Programme has been
undertaken by professional and independent advisers.
Further, the potential conflict of interest situations have been brought to the attention
of the Board of the Issuer and the Board of the Issuer is fully aware of the same. The
Board of the Issuer has acknowledged and confirmed that, having considered the
above situation, the Board of the Issuer is agreeable to proceed with the
implementation of the Sukuk Wakalah Programme based on the present arrangement
and terms.
(b) CIMB as JLM and the Facility Agent
circumstances, CIMB is not aware of any circumstances that would give rise to a
conflict of interest situation or a potential conflict of interest situation in its capacity as
the Joint Lead Manager and Facility Agent in relation to the Sukuk Wakalah
Programme as at the date of this Information Memorandum:
135
banking facilities which were granted by CIMB Bank Berhad, a related corporation of
CIMB, to the Issuer and/or the Group.
CIMB acting in its capacity as the Joint Lead Manager and Facility Agent in relation to
the Sukuk Wakalah Programme.
Notwithstanding the above, CIMB has considered the factors involved and believes its
objectivity and independence in carrying out its respective roles has been and will be
maintained at all times for the following reasons:
(i) the conduct of CIMB is regulated by the CMSA, the FSA and its own internal
controls and checks;
(ii) CIMB is a licensed bank and its appointment as, the Joint Lead Manager and
Facility Agent in relation to the Sukuk Wakalah Programme is in the ord inary
course of its business; and
and terms.
(c) HLIB as JLM
After making enquiries as were reasonable in the circumstances, HLIB is not aware of
any circumstances that would give rise to a conflict of interest situation or a potential
conflict of interest situation in its capacity as the Joint Lead Manager in relation to the
Sukuk Wakalah Programme as at the date of this Information Memorandum.
(d) Maybank IB as JLM
circumstances, Maybank IB is not aware of any circumstances that would give rise to
a conflict of interest situation or a potential conflict of interest situation in its capacity
as the Joint Lead Manager in relation to the Sukuk Wakalah Programme as at the date
of this Information Memorandum:
banking facilities which were granted by Malayan Banking Berhad, a related
corporation of Maybank IB, to the Issuer and/or the Group.
136
Maybank IB acting in its capacity as the Joint Lead Manager in relation to the Sukuk
Wakalah Programme.
Notwithstanding the above, Maybank IB has considered the factors involved and
believes its objectivity and independence in carrying out its respective roles has been
and will be maintained at all times for the following reasons:
(i) the conduct of Maybank IB is regulated by the CMSA, the FSA and its own
internal controls and checks;
(ii) Maybank IB is a licensed bank and its appointment as the Joint Lead Manager
in relation to the Sukuk Wakalah Programme is in the ordinary course of its
business; and
and terms.
(e) Malaysian Trustees Berhad as the Security Trustee and Sukuk Trustee
After making enquiries as were reasonable in the circumstances, Malaysian Trustees

Berhad is not aware of any circumstances that would give rise to a conflict of interest
situation or a potential conflict of interest situation in its capacity as the Sukuk Trustee
and the Security Trustee in relation to the Sukuk Wakalah Programme as at the date
of this Information Memorandum.
(f) Messrs Adnan Sundra & Low as legal counsel to the PA, LA, Facility Agent and
JLMs
After making enquiries as were reasonable in the circumstances, Messrs Adnan

Sundra & Low is not aware of any circumstances that would give rise to a conflict of
interest situation or a potential conflict of interest situation in its capacity as the
Solicitors for the Principal Adviser, Lead Arranger, Facility Agent and the Joint Lead
Managers in relation to the Sukuk Wakalah Programme as at the date of this
Information Memorandum.
137
APPENDIX I – List of Secured Properties
138
List of Secured Properties
Title Details Land Area (acres) Security Provider Development Date of Valuation Valuer Valuation (RM)
HSD19294 PT 24370 85.63 Tropicana Sierra Sdn Bhd Tropicana Grandhill 9 March 2020 Knight Frank Malaysia 401,000,000
HSD19295 PT 24371 Genting Sdn Bhd
HSD19296 PT 24372
HSD19297 PT 24373
HSD19299 PT 24375
HSD19300 PT 24376
HSD19301 PT 24377
HSD19302 PT 24378
HSD19303 PT 24379
HSD19304 PT 24380
HSD19305 PT 24381
Mukim and District of Bentong, Pahang Darul Makmur
GRN 233167, Lot 23858, Bandar Seremban, District of Seremban, Negeri Sembilan 2.42 Tropicana Rahang Development Sdn Bhd Rahang, Seremban 9 March 2020 C H Williams Talhar & 9,000,000
Wong Sdn Bhd
1) HSD 436855 PT MLO 348 97.99 Tropicana Sanctuary Development Sdn Bhd T Sanctuary 9 March 2020 C H Williams Talhar & 645,000,000
2) HSD 436856 PT MLO 349 231.17 Wong Sdn Bhd
within Mukim Jelutong, District of Johor Bahru, Johor
1) HSD 552 Lot 2224; 120.74 Tropicana Rhythm Crest Sdn Bhd GP8 10 March 2020 Jones Lang Wootton 242,000,000
2) HSD 553 Lot 2225; (formerly known as Rhythm Crest Sdn Bhd)
3) HSD 566 Lot 2238;
4) HSD 567 Lot 2239;
5) HSD 568 Lot 2240
All in Mukim Pulai, District of Johor Bahru, Johor
1) HSD 569 Lot 2241 Tropicana Firstwide Sdn Bhd 10 March 2020
2) HSD 570 Lot 2242 (formerly known as Firstwide Plus Sdn Bhd)
3) HSD 571 Lot 2243
4) HSD 572 Lot 2244
5) HSD 573 Lot 2245
6) Geran 89767 Lot 1355
7) Geran 89768 Lot 1356
8) Geran 89769 Lot 1357
9) Geran 89770 Lot 1358
10) Geran 89771 Lot 1359
11) HSD 554 Lot 2226
12) HSD 555 Lot 2227
13) HSD 556 Lot 2228
14) HSD 557 Lot 2229
15) HSD 558 Lot 2230
16) HSD 559 Lot 2231
1) GM 369 Lot 663 Tropicana Firstwide Sdn Bhd GP3 10 March 2020 Jones Lang Wootton 314,000,000
2) GM 370 Lot 664 (formerly known as Firstwide Plus Sdn Bhd)
3) Geran 89120 Lot 917
4) Geran 89115 Lot 920
5) Geran 455001 Lot 1114
160.11
6) Lot 804, GM 635
7) Lot 805, GM 338
8) Lot 806, GM 339
9) Lot 807, GM 620
1) HSD 545 Lot 2217 38.19 Tropicana Firstwide Sdn Bhd GP4 & 6 10 March 2020 Jones Lang Wootton 80,400,000
2) HSD 546 Lot 2218 (formerly known as Firstwide Plus Sdn Bhd)
3) HSD 547 Lot 2219
4) HSD 560 Lot 2232
5) HSD 561 Lot 2233
6) HSD 562 Lot 2234
7) GM 432 Lot 801
1) HSM 3242 PTD 181994 0.19 Suasana Metro Sdn Bhd Rimba 9 March 2020 C H Williams Talhar & 44,000,000
2) HSM 3243 PTD 181995 0.19 Wong Sdn Bhd
3) HSM 3244 PTD 181996 0.19
4) HSM 3245 PTD 181997 0.19
5) GM 660 Lot 4446 2.07
6) GM 661 Lot 4447 2.21
1) GM 850, Lot 559 4.99 Tropicana Danga Lagoon Development Sdn Bhd Danga Lagoon 9 March 2020 C H Williams Talhar & 55,500,000
2) PM 123, Lot 44994 1.35 (formerly known as Danga Lagoon Development Sdn Bhd) Wong Sdn Bhd
3) PM 45, Lot 44999 1.26 Tropicana Danga Lagoon Land Sdn Bhd
All in Mukim Pulai, District of Johor Bahru, Johor (formerly known as Danga Lagoon Land Sdn Bhd)
Tropicana Danga Lapanbelas Sdn Bhd
(formerly known as Danga Lapanbelas Sdn Bhd)
1) HSM 3232 PTD 174019 0.17 Tropicana Danga Lagoon Garden Sdn Bhd Danga Lagoon 9 March 2020 C H Williams Talhar & 12,000,000
2) HSM 3233 PTD 174020 0.14 (formerly known as Danga Lagoon Garden Sdn Bhd) Wong Sdn Bhd
3) HSM 3234 PTD 174021 0.14
4) HSM 3235 PTD 174022 0.14
5) HSM 3236 PTD 174023 0.14
6) HSM 3237 PTD 174024 0.14
7) HSM 3238 PTD 174025 0.14
8) HSM 3239 PTD 174026 0.14
9) HSM 3240 PTD 174027 0.13
10) HSM 3241 PTD 174028 0.14
Total 1,802,900,000
APPENDIX II – Issuer’s unaudited financial statements for the FYE 31 December 2019
139
(Company No. 47908-K)
INTERIM FINANCIAL STATEMENTS

FOR THE QUARTER ENDED 31 DECEMBER 2019
INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED 31 DECEMBER 2019
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Individual Quarter Year to Date

Preceding Year Preceding Year
Current Year Corresponding Current Year to Corresponding
Quarter Quarter Date Period
Note 31/12/2019 31/12/2018 31/12/2019 31/12/2018
RM'000 RM'000 RM'000 RM'000
Revenue 365,006 593,931 1,120,354 1,635,471

Cost of sales (193,570) (420,203) (624,295) (1,116,287)
Gross profit 171,436 173,728 496,059 519,184
Other income 383,715 50,396 419,516 103,943
Selling and marketing expenses (8,293) (6,632) (27,879) (20,731)
Administrative expenses (76,808) (62,075) (271,608) (228,617)
Other expenses (182,459) (14,567) (187,938) (15,450)
Operating profit 287,591 140,850 428,150 358,329
Finance income 4,428 6,758 18,468 27,792
Finance costs (24,182) (18,332) (75,850) (66,855)
Share of results of joint ventures 4,647 24 11,502 419
Share of results of an associate 166 1,896 819 546
Profit before tax 272,650 131,196 383,089 320,231
Income tax B5 (13,319) (75,480) (28,139) (140,400)
Profit for the period 259,331 55,716 354,950 179,831
Other comprehensive income/(loss)

to be reclassified to profit or
loss in subsequent period:
Foreign currency translation 7 (3) 65 (19)
Total comprehensive income 259,338 55,713 355,015 179,812
Profit attributable to:

Owners of the parent 233,900 51,476 335,784 170,029
Holders of perpetual bond 4,376 - 4,661 -
Non-controlling interests 21,055 4,240 14,505 9,802
259,331 55,716 354,950 179,831
1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Preceding Year Preceding Year
Current Year Corresponding Current Year to Corresponding
Quarter Quarter Date Period
Note 31/12/2019 31/12/2018 31/12/2019 31/12/2018
RM'000 RM'000 RM'000 RM'000
Total comprehensive income
attributable to:
Owners of the parent 233,907 51,473 335,849 170,010
Holders of perpetual bond 4,376 - 4,661 -
Non-controlling interests 21,055 4,240 14,505 9,802
259,338 55,713 355,015 179,812
Earnings per share attributable

to owners of the parent:
(sen per share)
- Basic B10 16.21 3.54 23.32 11.65
- Diluted B10 16.21 3.54 23.32 11.65
The condensed consolidated statements of comprehensive income should be read in conjunction with the audited financial statements for the financial
year ended 31 December 2018 and the accompanying explanatory notes attached to the interim financial statements.
2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As At As At
Note 31/12/2019 31/12/2018
RM'000 RM'000
Assets
Non-current assets
Property, plant and equipment 980,910 887,009
Inventories 5,938,373 2,639,007
Investment properties 1,427,145 574,732
Right-of-use assets 6,882 -
Investment in an associate 53,388 52,569
Investments in joint ventures 249,044 240,343
Other investments 312 312
Intangible assets 1,037 27,130
Deferred tax assets 109,489 84,545
Trade and other receivables 10,294 14,676
Contract assets 18,675 17,618
8,795,549 4,537,941
Current assets
Inventories 747,852 1,667,036
Contract cost assets 20,552 46,516
Tax recoverable 28,391 30,789
Cash and bank balances 752,909 975,774
2,322,697 3,497,775
Assets classified as held for sale 145,650 59,100
Total assets 11,263,896 8,094,816
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As At As At
Note 31/12/2019 31/12/2018
RM'000 RM'000
Equity and liabilities

Equity attributable to owners of the parent
Share capital 2,044,322 2,044,314
Irredeemable convertible preference shares 1,004,593 -
Treasury shares (13,648) (25,094)
Other reserves 1,634,200 1,384,450
4,669,467 3,403,670
Perpetual bond 252,661 -
Non-controlling interests 715,569 409,205
Total equity 5,637,697 3,812,875
Non-current liabilities
Deferred tax liabilities 501,772 192,434
Borrowings B7 1,598,043 1,333,071
Trade and other payables 500,858 733,467
Irredeemable preference shares 211,355 -
Contract liabilities 135,524 137,621
Lease liabilities 3,650 -
2,951,202 2,396,593
Current liabilities
Borrowings B7 921,507 623,114
Trade and other payables 1,523,817 1,168,523
Irredeemable preference shares 27,854 -
Tax payable 24,865 74,008
Lease liabilities 3,205 -
2,674,997 1,885,348
Total liabilities 5,626,199 4,281,941
Total equity and liabilities 11,263,896 8,094,816
Net assets per share (RM) 3.21 2.36
The condensed consolidated statements of financial position should be read in conjunction with the audited financial statements for
the financial year ended 31 December 2018 and the accompanying explanatory notes attached to the interim financial statements.
4

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
<------------------------------------------------------- Attributable to owners of the parent ------------------------------------------------------------>

<------Non-distributable------>
Irredeemable
Convertible Warrants
Share Preference Treasury Translation 2009/2019 Retained Total Perpetual Non-controlling Total
Capital Shares Shares Reserve Reserve Earnings Reserves Total Bond Interests Equity
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
As at 1 January 2018 2,044,314 - (6,692) (110) 45,960 1,192,010 1,237,860 3,275,482 - 311,996 3,587,478
Total comprehensive (loss)/income - - - (19) - 170,029 170,010 170,010 - 9,802 179,812
Transactions with owners

Issuance of preference shares to
non-controlling interests - - - - - - - - - 23,366 23,366
Acquisition of a subsidiary - - - - - - - - - 64,689 64,689
Purchase of treasury shares - - (18,402) - - - - (18,402) - - (18,402)
Dividend paid via:
- cash - - - - - (23,420) (23,420) (23,420) - (648) (24,068)
Total transaction with owners - - (18,402) - - (23,420) (23,420) (41,822) - 87,407 45,585
As at 31 December 2018 2,044,314 - (25,094) (129) 45,960 1,338,619 1,384,450 3,403,670 - 409,205 3,812,875
As at 1 January 2019 2,044,314 - (25,094) (129) 45,960 1,338,619 1,384,450 3,403,670 - 409,205 3,812,875
Total comprehensive income - - - 65 - 335,784 335,849 335,849 - 14,505 350,354

Distribution for the period - - - - - - - - 4,661 - 4,661
Transactions with owners

Issuance of preference shares to
non-controlling interests - - - - - - - - - 6,662 6,662
Issuance of perpetual bond - - - - - - - - 248,000 - 248,000
Ordinary shares issued pursuant to:
- Warrant exercise 8 - - - - - - 8 - - 8
- Transfer of warrant reserve to
retained earning upon expiry - - - - (45,960) 45,960 - - - - -
Acquisition of subsidiaries - 1,004,593 - - - - - 1,004,593 - - 1,004,593
Acquisition of non-controlling interests - - - - - (7,965) (7,965) (7,965) - 285,197 277,232
Purchase of treasury shares - - (26,725) - - - - (26,725) - - (26,725)
Dividend paid via:
- distribution of treasury shares - - 38,171 - - (38,171) (38,171) - - - -
- cash - - - - - (39,963) (39,963) (39,963) - - (39,963)
Total transaction with owners 8 1,004,593 11,446 - (45,960) (40,139) (86,099) 929,948 248,000 291,859 1,469,807
As at 31 December 2019 2,044,322 1,004,593 (13,648) (64) - 1,634,264 1,634,200 4,669,467 252,661 715,569 5,637,697
The condensed consolidated statement of changes in equity should be read in conjunction with the audited financial statements for the financial year ended 31 December 2018 and the accompanying
explanatory notes attached to the interim financial statements.
5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
31/12/2019 31/12/2018
RM'000 RM'000
Cash flows from operating activities
Profit before tax 383,089 320,231
Adjustments for:
Depreciation of property, plant and equipment 37,053 24,258
Amortisation of intangible assets - 106
Finance income (18,468) (27,792)
Finance costs 75,850 66,855
Share of results of an associate (819) (546)
Share of results of joint ventures (11,502) (419)
Net gain on disposal of assets classified as held for sale (322) -
Net gain on disposal of property, plant and equipment (170) (10,246)
Property, plant and equipment written off 2,691 48
Net fair value gain on investment property (3,395) (31,422)
Amortisation of deferred license fees (4,466) (4,402)
Amortisation of security retainers accumulation fund 11 11
Impairment loss on property, plant and equipment 50,767 -
Impairment loss of intangible assets 25,643 1,475
Impairment loss on trade and other receivables 1,436 10,255
Reversal of impairment loss on trade and other receivables - (3,028)
Bad debt written off - 80
Unrealised returns on security retainers accumulation fund (216) (281)
Gain on disposal of a joint venture - (24,427)
Gain on a bargain purchase (336,968) (15,911)
Operating profit before working capital changes 200,214 304,845
Changes in working capital:
Inventories (6,541) 17,921
Contract cost assets 29,001 103,727
Trade and other payables (118,234) (114,033)
Cash from operations 293,614 515,634
Finance costs paid (120,044) (104,395)
Net taxes paid (117,455) (128,825)
Net cash from operating activities 56,115 282,414
6

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
31/12/2019 31/12/2018
RM'000 RM'000
Cash flows from investing activities
Purchase of property, plant and equipment (85,204) (96,250)
Purchase of investment properties (377,560) (224,743)
Acquisition of intangible assets - (1,593)
Net cash outflow on acquisition of subsidiaries - (41,241)
Proceeds from disposal of property, plant and equipment 577 12,850
Proceeds from disposal of assets held for sale 59,422 -
Proceeds from issuance of warrants 8 -
Proceeds from disposal of a joint venture, net - 178,442
Subscription of shares in joint venture (3,325) (5,378)
Advances to an associate - (15,000)
Finance cost paid (22,934) (16,769)
Finance income received 18,469 27,792
Net cash used in investing activities (410,547) (181,890)
Cash flows from financing activities

Payment of borrowing costs (11,397) (10,841)
Drawdown from borrowings 884,088 1,001,281
Repayment of borrowings (910,689) (1,039,627)
Repayment of hire purchase (6,907) (1,456)
Uplift of debt service reserve, escrow accounts and deposits
with licensed banks not available for use 82,846 129,262
Proceeds from issuance of perpetual bond 248,000 -
Proceeds from issuance of shares to non-controlling interests - 23,366
Purchase of treasury shares (26,725) (18,402)
Dividends paid to non-controlling interest - (648)
Dividends paid to shareholders of the Company (39,963) (23,420)
Net cash from financing activities 219,253 59,515
Net (decrease)/increase in cash and cash equivalents (135,179) 160,039

Effects of foreign exchange rate changes 65 (19)
Cash and cash equivalents at beginning of financial year 721,583 561,563
Cash and cash equivalents at end of financial year* 586,469 721,583
* Cash and cash equivalents at end of the financial period comprise the following:
31/12/2019 31/12/2018
RM'000 RM'000
Cash and bank balances 752,909 975,774
Less: Bank overdrafts - (4,905)
Less: Cash and cash equivalents not available for use (166,440) (249,286)
Total cash and cash equivalents at end of financial year 586,469 721,583
The condensed consolidated statements of cash flows should be read in conjunction with the audited financial statements for the financial year ended 31
December 2018 and the accompanying explanatory notes attached to the interim financial statements.
7
PART A – EXPLANATORY NOTES PURSUANT TO MALAYSIAN FINANCIAL REPORTING STANDARD

(“MFRS”) 134
A1. Basis of preparation
The interim financial statements are unaudited and have been prepared in accordance with the
requirements of MFRS 134 Interim Financial Reporting and other MFRSs issued by the Malaysian
Accounting Standard Board (“MASB”) and paragraph 9.22 of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad.
The interim financial statements should be read in conjunction with the Group’s audited consolidated
financial statements for the financial year ended 31 December 2018. These explanatory notes attached
to the interim financial statements provide an explanation of events and transactions that are significant
to an understanding of the changes in the financial position and performance of the Group since the
financial year ended 31 December 2018.
A2. Changes in accounting policies arising from adoption of new standards, amendments and
interpretations
The accounting policies adopted for the interim financial statements are consistent with those of the
audited financial statements for the financial year ended 31 December 2018 except for the adoption of
the following new amendments to MFRSs:
Effective for financial periods beginning on or after 1 January 2019:

MFRS 16 Leases
IC Interpretation 23 Uncertainty over Income Tax Treatments
Amendments to MFRS 9 Prepayment Features with Negative Compensation
Amendments to MFRS 128 Long-term Interests in Associates and Joint Ventures
Amendments to MFRS 3 and Previously Held Interest in a Joint Operation (Annual
MFRS 11 Improvements to MFRSs 2015-2017 Cycle)
Amendments to MFRS 112 Income Taxes Consequences of Payments on Financial Instruments
Classified as Equity (Annual Improvements to MFRSs 2015-2017
Cycle)
Amendments to MFRS 119 Plan Amendment, Curtailment or Settlement
Amendments to MFRS 123 Borrowing Costs Eligible for Capitalisation (Annual Improvements to
MFRSs 2015-2017 Cycle)
The adoption of the above amendments to MFRSs did not result in material impact to the interim
financial statements of the Group.
1

(“MFRS”) 134
A2. Changes in accounting policies arising from adoption of new standards, amendments and
interpretations (cont’d.)
The followings are new standards, amendments and interpretations that have been issued by the
MASB but have not been early adopted by the Group:
Amendments to MFRS 2 Share-based Payment

Amendments to MFRS 3 Business Combinations
Amendments to MFRS 3 Definition of a Business
Amendments to MFRS 6 Exploration for and Evaluation of Mineral Resources
Amendments to MFRS 9, Interest Rate Benchmark Reform
MFRS 139 and MFRS 7
Amendments to MFRS 14 Regulatory Deferral Accounts
Amendments to MFRS 101 Presentation of Financial Statements
Amendments to MFRS 101 Definition of Material
and MFRS 108
Amendments to MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors
Amendments to MFRS 134 Interim Financial Reporting
Amendments to MFRS 137 Provisions, Contingent Liabilities and Contingent Assets
Amendments to MFRS 138 Intangible Assets
Amendments to IC Service Concession Arrangements
Interpretation 12
Amendments to IC Extinguishing Financial Liabilities with Equity Instruments
Interpretation 19
Amendments to IC Stripping Costs in the Production Phase of a Surface Mine
Interpretation 20
Amendments to IC Foreign Currency Transactions and Advance Consideration
Interpretation 22
Amendments to IC Intangible Assets - Web Site Costs
Interpretation 132

MFRS 17 Insurance Contracts
This standard is not relevant and applicable to the Group.
Effective date deferred to a date to be determined by MASB:

Amendments to MFRS 10 Sale or Contribution of Assets between an Investor and its Associate
and MFRS 128 or Joint Venture
2

(“MFRS”) 134
A3. Comments about seasonal or cyclical factors
The business operations of the Group were not significantly affected by any seasonal or cyclical factors.
A4. Nature and amount of items affecting assets, liabilities, equity, net income or cash flows that is
unusual because of their nature, size or incidence
There were no unusual items affecting assets, liabilities, equity, net income or cash flows during the
financial period under review.
A5. Material changes in estimates
There were no material changes in estimates for the financial period ended 31 December 2019.
A6. Debt and equity securities
There were no issuances, cancellations, repurchases, resale and repayments of debt and equity
securities for the financial period under review except as follows:
1) The Company has repurchased its equity securities of 30,512,400 ordinary shares at an average
price of RM0.88 per share. As at 31 December 2019, the number of treasury shares held was
15,491,741 ordinary shares;
2) Issuance of 8,389 new ordinary shares at an exercise price of RM1.00 each arising from the
exercise of 8,389 Warrants 2009/2019 of the Company which expired on 6 December 2019; and
3) Issuance of 982,386,093 new Irredeemable Convertible Preference Shares (“ICPS”) of RM1.20

each for settlement of 90% of the purchase consideration for the Proposed Acquisition of RM169.4
million and 80% for the Proposed Debt Settlement of RM1,283.0 million.
A7. Dividends
On 3 September 2019, the Company had declared the second interim single-tier share dividend for the
financial year ended 31 December 2019 on the basis of 3 treasury shares for every 100 existing
ordinary shares held in the Company. The share dividend was subsequently credited into the entitled
depositors’ securities accounts on 4 October 2019.
3

(“MFRS”) 134
A8. Segmental information
Segmental information is presented in respect of the Group’s principal business segments - property
development, property management, property investment, recreation and resort and investment holding
and others. The geographical information is not presented as the Group’s activities are carried out
predominantly in Malaysia.
Business segment analysis for the quarter and financial period ended:
Property Property
development investment, Investment
and property recreation holding and
Business Segments management and resort others Total
RM'000 RM'000 RM'000 RM'000
Individual Quarter
31 December 2019
Revenue 303,772 38,749 22,485 365,006

Results from operations 36,769 (50,142) 300,964 287,591
Net finance costs (7,161) (7,407) (5,186) (19,754)
Share of results of an associate 166 - - 166
Share of results of joint ventures 4,647 - - 4,647
Profit/(loss) before tax 34,421 (57,549) 295,778 272,650
Individual Quarter
31 December 2018
Revenue 527,278 34,888 31,765 593,931

Results from operations 112,170 11,188 17,492 140,850
Net finance costs (3,655) (4,495) (3,424) (11,574)
Share of results of an associate 1,896 - - 1,896
Share of results of joint ventures 24 - - 24
Profit before tax 110,435 6,693 14,068 131,196
4

(“MFRS”) 134
A8. Segmental information (cont’d.)
Business segment analysis for the quarter and financial period ended (cont’d):
Property Property
development investment, Investment
and property recreation holding and
Business Segments management and resort others Total
RM'000 RM'000 RM'000 RM'000
Year To Date
31 December 2019
Revenue 875,205 146,210 98,939 1,120,354

Results from operations 191,323 (38,168) 274,995 428,150
Net finance cost (14,971) (25,873) (16,538) (57,382)
Share of results of joint ventures 11,502 - - 11,502
Profit/(loss) before tax 188,673 (64,041) 258,457 383,089
Year To Date
31 December 2018
Revenue 1,437,907 98,317 99,247 1,635,471

Results from operations 301,175 61,491 (4,337) 358,329
Net finance cost (10,688) (17,208) (11,167) (39,063)
Share of results of joint ventures 419 - - 419
Profit/(loss) before tax 291,452 44,283 (15,504) 320,231
5

(“MFRS”) 134
A9. Material events subsequent to the end of interim period
There were no material events subsequent to the end of the current quarter up to the date of this report
that have not been reflected in the interim financial statements under review.
A10. Changes in composition of the Group
1) The Company had incorporated the following wholly-owned subsidiaries during the current quarter:-
Issued Share
No. Name of Company Date of Incorporation Capital (RM)
(i) Suci Padu Resources Sdn. Bhd. 22 November 2019 1
(ii) Sparkling Realty Sdn. Bhd. 28 November 2019 1
(iii) Stardust Realty Sdn. Bhd. 28 November 2019 1
(iv) Skytree Realty Sdn. Bhd. 28 November 2019 1
(v) Starling Realty Sdn. Bhd. 28 November 2019 1
(vi) Raindust Realty Sdn. Bhd. 28 November 2019 1
(vii) Capricorn Realty Sdn. Bhd. 28 November 2019 1
(viii) Moonlight Realty Sdn. Bhd. 28 November 2019 1
(ix) Comets Realty Sdn. Bhd. 28 November 2019 1
(x) Limestone Realty Sdn. Bhd. 28 November 2019 1
(xi) Twinkle Realty Sdn. Bhd. 28 November 2019 1
(xii) Lavender Realty Sdn. Bhd. 28 November 2019 1
(xiii) Misty Realty Sdn. Bhd. 28 November 2019 1
(xiv) Rainforest Realty Sdn. Bhd. 28 November 2019 1
(xv) Pluto Realty Sdn. Bhd. 29 November 2019 1
(xvi) Waves Realty Sdn. Bhd. 29 November 2019 1
2) Following our announcement on Bursa Malaysia Securities Berhad on 29 November 2019 in

relation to the completion of our corporate exercise, the following took place:
(a) Following the fulfilment of all conditions precedent as stipulated in the Shares Sale Agreement
(“SSA”) dated 28 June 2019, the disposal of the Company’s entire 501,000 ordinary shares
representing 50.1% equity interest in Tropicana Sanctuary Holdings Sdn. Bhd. (“TSanc
Holdings”) for a disposal consideration of RM49.0 million was completed on 28 November
2019.
6

(“MFRS”) 134
A10. Changes in composition of the Group (cont’d.)
2) Following our announcement on Bursa Malaysia Securities Berhad on 29 November 2019 in

relation to the completion of our corporate exercise, the following took place: (cont’d.)
(b) Subsequent to the disposal of TSanc Holdings, the acquisition of 1,540,000 ordinary shares in
Tropicana Sanctuary Development Sdn. Bhd. (“TSanc Development”) by the Company for a
purchase consideration of RM237.0 million was completed on 29 November 2019. Following
the completion of the acquisition, TSanc Development had become a 70% owned subsidiary of
the Company.
(c) On 29 November 2019, the proposed acquisition of the following companies for a total
purchase consideration of RM217.4 million were completed:-
Effective
interest Purchase
No Name of Company (%) Consideration (RM)
(i) GP Views Development Sdn. Bhd. 100 19,566,451
(ii) Tropicana Scenic Development Sdn. Bhd. 100 984,380
(iii) Firstwide Plus Sdn. Bhd. 100 43,230,958
(iv) Rhythm Crest Sdn. Bhd. 100 2,825,475
(v) Lingkaran Utama Sdn. Bhd. and its wholly-owned 100 961,649
subsidiary, Southern Gallery Sdn. Bhd.
Danga Lagoon Development Sdn. Bhd. and its 6,712,024
(vi) 100
wholly-
owned subsidiaries, Danga Lagoon Land Sdn.
Bhd. and Danga Lapanbelas Sdn. Bhd.
(vii) Danga Lagoon Garden Sdn. Bhd. 100 302,761
(viii) Acehub Fortune Sdn. Bhd. and its 65% owned 100 97,632,518
subsidiary, Lido Waterfront Boulevard Sdn. Bhd.
(ix) T Kiara Lestari Development Sdn. Bhd. 100 24,987,490
(x) T Kiara Lestari Land Sdn. Bhd. 100 19,990,253
(xi) Suasana Metro Sdn. Bhd. 70 196,706
Total purchase consideration 217,390,665
3) On 6 December 2019, Companies Commission of Malaysia (“CCM”) had published at its website
that Tropicana Jalan Selangor Development Sdn. Bhd. had been struck off from the register of
CCM and dissolved on 13 September 2019.
4) On 3 February 2020, the Company had incorporated a wholly-owned subsidiary, Tropicana

Property Services Sdn. Bhd. with issued share capital of RM1.
Save as disclosed above, there were no other changes in the composition of the Group.
7

(“MFRS”) 134
A11. Changes in contingent liabilities or contingent assets
Since the last annual audited position as at 31 December 2018, the Group’s contingent liabilities have
changed due to the decrease of RM125.34 million in corporate guarantees (unsecured) issued by the
Company to licensed financial institutions for banking facilities granted to the subsidiaries of the Group.
Save as disclosed above, there were no other changes in contingent liabilities of the Group.
A12. Capital commitments
The amount of commitments for capital expenditure as at 31 December 2019 is as follows:
As at As at
31/12/2019 31/12/2018
RM’000 RM’000
Capital expenditure:
Approved and contracted for:

- Property, plant and equipment 37,705 5,126
- Investment properties 100,444 401,743
138,149 406,869
Approved and not contracted for:
- Investment properties 20,109 41,850
158,258 448,719
8

(“MFRS”) 134
B1. Performance review
Quarterly Results
For the current quarter under review, the Group recorded revenue of RM365.0 million (Q4 2018:
RM593.9 million) which was RM228.9 million or 38.5% lower when compared to the corresponding
quarter in the preceding year. The decrease in revenue in the current quarter reflected lower progress
billings across some of the Group’s key existing on-going projects and lower sales due to weak real
estate conditions. However, a disposal of freehold development lands for RM143.0 million in the
corresponding quarter in the preceding year also caused this quarter’s result to be weaker than Q4
2018.
The Group’s profit before tax (“PBT”) was higher by RM141.5 million or 107.9% for the current quarter
under review as compared to the corresponding quarter in the preceding year. This was mainly due to
the recognition of negative goodwill which arose when the Company acquired development lands held
by twelve (12) acquiree companies from a related party at a favourable price of an average discount of
13.4% to the market value of these lands and where the corporate exercise to acquire was completed
in November 2019.
Year to date Results
For the financial year ended 31 December 2019, the Group recorded revenue of RM1,120.4 million,
which was RM515.1 million or 31.5% lower when compared to the preceding year. This was due to
lower sales resulting from weak real estate conditions and lower progress billings across projects in the
Klang Valley as well as the Southern Regions.
The Group’s PBT was recorded at RM383.1 million, which was RM62.9 million or 19.6% higher when
compared to the corresponding period in the preceding year. This was mainly due to the recognition of
the negative goodwill mentioned above which was recognised in November 2019.
B2. Variation of results against preceding quarter
The Group’s revenue of RM365.0 million in the current quarter was RM118.9 million or 48.3% higher
when compared to preceding quarter ended 30 September 2019 where the latter was mainly due to the
disposal of freehold development land in Johor Bahru for a cash consideration of RM97.4 million in the
current quarter.
The current quarter Group’s PBT was recorded at RM272.7 million which was RM239.9 million higher
than the preceding quarter ended 30 September 2019 mainly due to the recognition of the negative
goodwill mentioned above which was recognised in November 2019.
9

(“MFRS”) 134
B3. Prospects
Whilst the overall prospects for the industry remain challenging in the short term, the Group believes
that there will still be demand for properties in prime locations with attractive pricing, particularly in
Tropicana’s established developed townships. Although the Malaysian property market is currently very
challenging, we believed the Government will provide continued support towards home ownership,
especially first time house buyers. The pace of growth is expected to be sustained and stay resilient
going into 2020. Therefore, the Group will continue to focus on being market-driven in its product
offerings whilst continuing to unlock the value of its land bank, at strategic locations across the Klang
Valley, Genting and Southern Regions.
Tropicana will continue to focus on the introduction of new phases across its signature established
developments, namely at Tropicana Heights, Tropicana Aman, Tropicana Metropark, Tropicana Danga
Cove and Tropicana Gardens.
The completion of the assets injection exercise in 29 November 2019, which saw the injection of 1,121
acres with a potential GDV of RM23.8 billion along with collaboration agreements on another 1,235
acres with a potential GDV of RM4.8 billion into Tropicana, will further strengthen the Group’s project
developments offerings, thus contributing positively to its future earnings, particularly with Tropicana’s
track record in developing townships.
B4. Profit forecast or profit guarantee
No profit forecast or profit guarantee was issued for the financial period.
10

(“MFRS”) 134
B5. Income tax

31/12/2019 31/12/2018 31/12/2019 31/12/2018
RM'000 RM'000 RM'000 RM'000
Tax expense for the period (10,931) (70,815) (55,962) (146,020)

Over/(under) provision of tax for
previous financial period 242 (31,717) 2,884 (28,417)
Real property gain tax (1,887) (4,070) (2,130) (4,104)
Deferred tax transfers (743) 31,122 27,069 38,141
Total Group’s tax expense (13,319) (75,480) (28,139) (140,400)
The Group’s effective tax rate was higher than the statutory tax rate mainly due to non-allowable
expenses for tax deduction.
B6. Corporate Proposals
Status of corporate proposals
The following corporate proposals announced by the Company have not been completed as at 20
February 2020, being the latest practicable date which is not earlier than 7 days from the date of
issuance of this interim financial report:
1) On 15 April 2013, Tropicana Aman Sdn Bhd (“TASB”), a wholly-owned subsidiary of the Company,
entered into a sale and purchase cum development agreement with Menteri Besar Selangor
(Pemerbadanan) (”MBI”) and Permodalan Negeri Selangor Berhad (“PNSB”) for the proposed
acquisition cum development of 11 parcels of leasehold land, all in Mukim Tanjong Duabelas,
District of Kuala Langat, State of Selangor measuring approximately 4,743,986.21 square metres
(51,063,794 square feet) for a total cash consideration of RM1,297,259,264 (“Proposed
Acquisition”).
MBI, PNSB and TASB had entered into supplementary agreements in respect of the Proposed
Acquisition on 7 August 2014 and 12 March 2015 respectively. As at the date of this report, TASB
has paid for 18 sub-divided parcels. The acquisitions for 6 sub-divided parcels are completed and
TASB is in the midst of completing the acquisition process for 12 sub-divided parcels. There
are remaining 17parcels of land to be paid.
11

(“MFRS”) 134
B7. Borrowings
As at As at
31/12/2019 31/12/2018
RM'000 RM'000
Secured short term borrowings 921,507 623,114

Secured long term borrowings 1,598,043 1,333,071
2,519,550 1,956,185
B8. Material litigation
On 26 August 2013, the Company received an order from the Arbitral Tribunal to add the Company as
a party to the arbitration proceedings between Dijaya-Malind JV (Mauritius) Limited (“DMML”), Dijaya-
Malind Properties (India) Private Limited (“DMPPL”) and Starlite Global Enterprise (India) Limited
(“SGEIL”) (“Order”).
The arbitration proceedings were previously instituted by DMML and DMPPL against SGEIL to seek the
return of the deposit sum and damages arising from termination of the Deed of Novation cum Joint
Development Agreement.
The Company appealed to the City Civil Court of Hyderabad against the Order which was dismissed on
2 June 2014. As our legal counsel is in the opinion that the Order is erroneous and wrong in law, the
Company has filed a further appeal to the High Court of Judicature of Andhra Pradesh and is pending a
hearing date to be set.
B9. Dividend payable
There was no dividend proposed for the quarter under review.
12

(“MFRS”) 134
B10. Earnings per share
a) Basic earnings per share

Basic earnings per ordinary share were calculated by dividing profit for the period attributable to
owners of the parent by the weighted average number of ordinary shares outstanding during the
financial year.

31/12/2019 31/12/2018 31/12/2019 31/12/2018
Profit attributable to owners of the
parent (RM'000) 233,900 51,476 335,784 170,029
Weighted average number of ordinary
shares ('000) 1,442,937 1,451,445 1,439,689 1,459,079
Basic earnings per share (sen) 16.21 3.54 23.32 11.65
(b) Diluted earnings per share

For the purpose of calculating diluted earnings per share, the net profit for the period attributable to
owners of the parent and the weighted average number of ordinary shares outstanding during the
period have been adjusted for the dilutive effects of all potential ordinary shares from the exercise
of the Warrants.
31/12/2019 31/12/2018 31/12/2019 31/12/2018
Profit attributable to owners of the
parent (RM'000) 233,900 51,476 335,784 170,029
Weighted average number of ordinary
shares ('000) for the purpose of diluted
earnings per share 1,442,937 1,451,445 1,439,689 1,459,079
Diluted earnings per share (sen) 16.21 3.54 23.32 11.65
13

(“MFRS”) 134
B11. Notes to the statements of comprehensive income
Individual Year to
Quarter
dquarter 31/12/10 Date
31/12/2019
31/12/11 31/12/2019
RM’000 RM’000
Profit for the period/year is arrived at after (crediting)/charging:-
Finance income (4,428) (18,468)
Other income (14,818) (49,611)
Gain on a bargain purchase (336,968) (336,968)
Finance costs 24,182 75,850
Depreciation of property, plant and equipment 12,804 37,053
Impairment loss on trade and other receivables 586 1,436
Net gain on disposal of assets classified as held for sale - (322)
Net gain on disposal of property, plant and equipment (281) (170)
Net foreign exchange loss (realised and unrealised) 37 133
B12. Auditors' report on preceding annual financial statements
The auditors' report of the financial statements for the financial year ended 31 December 2018 was not
subject to any qualification.
B13. Authorisation for issue
The interim financial statements were authorised for issuance by the Board of Directors in accordance
with the Directors’ resolution dated 27 February 2020.
14
APPENDIX III - Issuer’s audited financial statements for the FYE 31 December 2018
140
ISSUER

Lot LG-A1, Lower Ground Floor,
3 Damansara,
No. 3, Jalan SS 20/27,
Petaling Jaya,
47400 Selangor Darul Ehsan.
PRINCIPAL ADVISER / LEAD ARRANGER / SECURITY TRUSTEE / SUKUK TRUSTEE

SHARIAH ADVISER
MALAYSIAN TRUSTEES BERHAD
HSBC AMANAH MALAYSIA BERHAD Level 11, Tower One, RHB Centre,
Level 9, North Tower, Jalan Tun Razak,
No. 2, Leboh Ampang, 50400 Kuala Lumpur,
50100 Kuala Lumpur, Wilayah Persekutuan.
Wilayah Persekutuan.
JOINT LEAD MANAGERS
CIMB INVESTMENT BANK BERHAD HONG LEONG INVESTMENT BANK BERHAD

Level 18, Menara CIMB, Level 28, Menara Hong Leong,
Jalan Stesen Sentral 2, No. 6, Jalan Damanlela, Bukit Damansara,
Kuala Lumpur Sentral, 50490 Kuala Lumpur,
50470 Kuala Lumpur, Wilayah Persekutuan.
HSBC AMANAH MALAYSIA BERHAD MAYBANK INVESTMENT BANK BERHAD

Level 9, North Tower, 32nd Floor, Menara Maybank,
No. 2, Leboh Ampang, 100, Jalan Tun Perak,
50100 Kuala Lumpur, 50050 Kuala Lumpur,
Wilayah Persekutuan. Wilayah Persekutuan.
FACILITY AGENT LEGAL COUNSEL TO THE PRINCIPAL

ADVISER / LEAD ARRANGER AND THE
CIMB INVESTMENT BANK BERHAD JOINT LEAD MANAGERS
Level 21, Menara CIMB,
Jalan Stesen Sentral 2, MESSRS. ADNAN SUNDRA & LOW
Kuala Lumpur Sentral, Level 11, Menara Olympia,
50470 Kuala Lumpur, No. 8, Jalan Raja Chulan,
Wilayah Persekutuan. 50200 Kuala Lumpur,
141

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Strictly Private & Confidential

TROPICANA CORPORATION BERHAD

LEAD ARRANGER AND PRINCIPAL ADVISER

(REGISTRATION NO. 200801006421 (807705-X))

(REGISTRATION NO. 197401001266 (REGISTRATION NO. 197001000928

(REGISTRATION NO. 200801006421 (REGISTRATION NO. 197301002412

This Information Memorandum is dated 19 May 2020

ATTACHED IS AN ELECTRONIC COPY OF THE INFORMATION MEMORANDUM DATED 19 MAY 2020

BY OPENING AND ACCEPTING THIS ELECTRONIC TRANSMISSION CONTAINING THE INFORMATION

TRANSMISSION OVER THE INTERNET MAY BE SUBJECT TO INTERRUPTIONS, TRANSMISSION BLACKOUT,

This Information Memorandum dated 19 May 2020 (“Information Memorandum”) has

GENERAL STATEMENTS OF DISCLAIMER

This Information Memorandum is provided on a confidential basis to potential investors for

The distribution or possession of this Information Memorandum in or from certain

This Information Memorandum includes certain historical information, estimates, or reports

Certain statements, information, estimates and reports in this Information Memorandum

STATEMENTS OF DISCLAIMER BY THE SECURITIES COMMISSION MALAYSIA

IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR

To the recipient of this Information Memorandum:

DOCUMENTS INCORPORATED BY REFERENCE

1. the most recently published audited annual financial statements and, if

2. the most recently published annual report of the Issuer;

3. all supplements or amendments to this Information Memorandum circulated

4. any pricing supplements prepared and issued in relation to an issuance of the

5. all announcements of the Issuer at Bursa Malaysia’s website, where

Board - the board of directors.

Bursa Malaysia - Bursa Malaysia Securities Berhad (Registration No.

CIMB - CIMB Investment Bank Berhad (Registration No.

Credit Rating - Malaysian Rating Corporation Berhad (Registration No.

(i) GM 800, Lot 313;

all located in Mukim Pulai, District of Johor Bahru, Johor.

Eligible - in relation to any Tranche of the Secured Sukuk Wakalah

(a) Klang Valley;

and mutually agreed between the Issuer and the Joint

(ii) any land(s) set out in Appendix I Provided Always That

Facility Agent - CIMB.

First Tranche - the Desa Mentari Lands.

Group - the Issuer and its group of companies.

HLIB - Hong Leong Investment Bank (Registration No. 197001000928

HSBC Amanah - HSBC Amanah Malaysia Berhad (Registration No.

Issuer or TCB - Tropicana Corporation Berhad (Registration No. 197901003695

Joint Lead - (i) in respect of the First Tranche, HSBC Amanah.

Lead Arranger or LA - HSBC Amanah.

Lido Waterfront - Lido Waterfront Boulevard Sdn Bhd (Registration No.

Material Subsidiaries - the material subsidiaries of the Issuer:-

(i) Lido Waterfront;

Maybank IB - Maybank Investment Bank Berhad (Registration No.

Permitted - has the meaning ascribed thereto in the section entitled

Principal Adviser or - HSBC Amanah.

SC - Securities Commission Malaysia.

Second Tranche - the second Tranche of Secured Sukuk Wakalah to be issued

Security Trustee - Malaysian Trustees Berhad (Registration No. 197501000080

Sukuk Trustee - Malaysian Trustees Berhad (Registration No. 197501000080

Sukuk Wakalah - the Islamic medium term notes programme of up to RM1.5

Sukukholders - the holders of the Sukuk Wakalah.

Tropicana Aman - Tropicana Aman Sdn Bhd (Registration No. 201301000818

Tropicana - Tropicana Development (Johor Bahru) Sdn Bhd (Registration

Tropicana Indah - Tropicana Indah Sdn Bhd (Registration No. 199101003040

Tropicana Metropark - Tropicana Metropark Sdn Bhd (Registration No. 199601039878

1.1 Brief background of the Issuer

1.2 Brief summary of the structure of the Sukuk Wakalah Programme

The Sukuk Wakalah Programme entails the issuance of Sukuk Wakalah of up to

1.3 Status of the Sukuk Wakalah