a)         the Company had on 13 November 2003 announced that the Securities Commission (“SC”) had via its letter dated 5 November 2003 decided, inter-alia, that Up & Famous Sdn Bhd (“UFSB”) and the parties acting in concert with it, namely Dato’ Tee How Cut, Datin Teo Beng Ha, Tee Tze Chern, JP, Lim Kwee Hua, Tee Bee Leng and Lily Tee (hereinafter referred to as “Parties Acting In Concert”), must undertake a compensation scheme to all remaining shareholders of TRB on 17 January 2002 (“SC’s Decision”). The details of the SC’s Decision may be found in the announcement of the Company dated 13 November 2003. 

b)        Subsequently, Hwang-DBS Securities Berhad on behalf of UFSB and the Parties Acting In Concert had furnished the SC with the details of the proposed compensation scheme by the Parties In Concert as set out in the Company’s announcement dated 5 April 2004. SC had vide its letter dated 9 August 2004, stated that it has no objection to the restricted unconditional mandatory offered by UFSB to acquire the ordinary shares of RM1.00 each in TRB not owned by UFSB and the Parties Acting In Concert as at 17 January 2002 (“Offer”) under the guidelines of the Foreign Investment Committee subject to the conditions as set out in the Company’s announcement dated 12 August 2004.  

c)    Subsequently, UFSB and the Parties Acting In Concert did attempt to source for financing and finalise the proposed compensation scheme but were unsuccessful due to adverse economic conditions. 

d)        SC had vide its letter dated 7 April 2006, made a decision to impose a moratorium on all the ordinary shares of RM1.00 each in TRB (“TRB Shares”) held by UFSB and the Parties Acting In Concert as registered owner and/or beneficial owner (“Moratorium Shares”) with immeidate effect (“Moratorium”). Under the conditions of Moratorium imposed, UFSB and the Parties Acting In Concert are not allowed to sell, transfer of assign the Moratorium Shares until the following is implemented :- 

(i)        Restricted unconditional mandatory offer by UFSB to acquire the TRB Shares not owned by UFSB and the Parties Acting In Concert as at 17 January 2002; and 

(ii)       Compensation by UFSB to the shareholders of TRB as at 17 January 2002 who subsequently sold their TRB shares at a price lower than RM1.60 per TRB  Share (cum bonus issue and right issue) or RM1.06 per TRB Share (ex bonus issue and rights Issue). 

e)         SC had on 22 December 2006 filed a civil suit against UFSB and the Parties Acting In Concert (hereinafter referred to as “the Defendants”) in KL High Court Originating Motion No. D1-25-27-2006, Suruhanjaya Sekuriti v Up & Famous Sdn Bhd & 6 others. 

f)          The Kuala Lumpur High Court made the following Orders on 7 August 2009:- 

(i)        Within 21 days of being ordered to do so, each of the Defendants, whether by themselves or by their servants or agents, circulate the offer and compensation documents in the form of Exhibit A15 attached to the Affidavit affirmed by Md Noor Bin Abd Rahim and filed in support of the Motion  dated 21 December 2006 (subject to updating current information) to  all the shareholders of TRB; 

(ii)    Within 21 days of the deadline imposed in the said offer and compensation document, the Defendants pay the respective portions to all the shareholders of TRB who are entitled to receive proceeds of the compensation scheme as listed in Exhibit A22 attached to the Affidavit affirmed by the said Md Noor Bin Abd Rahim; 

(iii)     In the event any Defendant fails to comply with the Orders referred to in Paragraphs (i) and (ii) above within the specified period, SC be entitled to take execution proceedings under the Rules of the High Court, 1980, and/or seek leave of this Honourable Court to punish such Defendant for contempt of Court for failure to comply orders of Court. 

(iv)     The costs of this proceedings shall be borne by the Defendants on the normal basis and such costs to be taxed. 

The Board of Directors of the Company also wishes to announce that UFSB and the Parties Acting In Concert will file an appeal against the decision granted by Kuala Lumpur High Court on 7 August 2009 and intend to apply for a stay of the same pending appeal. 

This announcement is dated 10 August 2009.