General Announcement
Reference No O&-040706-64690

Submitting Merchant Bank	:	K & N KENANGA BHD
Company Name	:	ASIAEP BHD (MESDAQ Market)
Stock Name	:	ASIAEP
Date Announced	:	06/07/2004


Type	:	Announcement
Subject	:	ASIAEP BERHAD ("ASIAEP"or the "Company") · Proposed acquisition of a parcel of land under H.S.(M) 25228, P.T. No. 34542, Mukim and District of Petaling, State of Selangor with a double storey shophouse erected thereon("First Property") ; and · Proposed acquisition of a parcel of land under H.S.(M) 25229, P.T. No. 34543, Mukim and District of Petaling, State of Selangor with a double storey shophouse erected thereon("Second Property") (Collectively referred to as the "Proposed Property Acquisitions")

Contents :

1. INTRODUCTION

On behalf of the Board of Directors of ASIAEP ("Board"), K&N Kenanga Berhad is pleased to announce that ASIAEP had on 6 July 2004, entered into the following agreements:

(i) a conditional Sale and Purchase Agreement with Lee Suet Hong ("First Property Vendor") to purchase the First Property for a total cash consideration of RM430,000 ("First Property SPA"); and

(ii) a conditional Sale and Purchase Agreement with Goh Leong Seng @Goh Lung Seng and Lee Suat Yean ("Second Property Vendors") to purchase the Second Property for a total cash consideration of RM430,000 ("Second Property SPA").

("The First Property SPA and the Second Property SPA are collectively referred to as the "Property SPAs")

2. PROPOSED PROPERTY ACQUISITIONS

Details of the Proposed Property Acquisitions

Pursuant to the relevant Property SPAs, ASIAEP shall purchase the First Property and the Second Property free from all encumbrances and with vacant possession but subject to the conditions of the respective title whether expressed or implied.

The total purchase consideration for the

shall be RM860,000 payable in cash.

2.1 Information on the First Property and Second Property

The First Property and the Second Property are adjacent parcels of land with double storey shophouses erected thereon bearing the following postal addresses:

Property	Postal address
First Property	No. 20, Jalan TK2/1C, Taman Kinrara, Seksyen 2, Off Jalan Puchong, 47100 Puchong, Selangor
Second Property	No. 18, Jalan TK2/1C, Taman Kinrara, Seksyen 2, Off Jalan Puchong, 47100 Puchong, Selangor

Each property measures approximately 1,540 square feet.

The First Property and the Second Property are leasehold properties with a tenure of 99 years expiring on 18th April 2095.

The First Property and Second Property are presently charged to financial institutions.

Both properties are currently being rented by ASIAEP as its registered and head/management office. The total rental amount payable for both properties is RM5,300 per month.

2.2 Information on vendors

First Property Vendor

The First Property Vendor is Lee Suet Hong. She is presently a director and major shareholder of ASIAEP. She is the sole registered owner of the First Property.

Second Property Vendors

The Second Property Vendors are Goh Leong Seng @ Goh Lung Seng and Lee Suat Yean. Goh Leong Seng @ Goh Lung Seng and Lee Suat Yean are the registered owners of the property with 50% share each in the Second Property.

Goh Leong Seng @ Goh Lung Seng and Lee Suat Yean is the brother-in-law and sister of Lee Suet Hong (a director and substantial shareholder of ASIAEP), respectively.

2.3 Original Cost and Date of Investment

First Property Vendor

The First Property was bought by Lee Suet Hong on 10 December 1993 for RM260,000.

Second Property Vendors

The Second Property was bought by Goh Leong Seng @ Goh Lung Seng and Lee Suat Yean on 10 December 1993 for RM260,000.

2.4 Basis of Determining the Purchase Consideration

The purchase consideration of RM430,000 for each property was arrived at based on a willing-buyer willing-seller basis after taking into consideration the open market valuation of RM430,000 each as appraised by Konsortium Perunding Hartanah Sdn. Bhd ("KPH"), an independent firm of professional valuers, on 18th June 2004 using the Comparison Method of Valuation

2.5 Source of Funding

The total purchase consideration of RM860,000 will be entirely financed by the proceeds from ASIAEP's initial public offering.

2.6 Salient Terms and Conditions of the Property SPAs

The First Property SPA and the Second Property SPA contain similar provisions and the salient terms and conditions of the Property SPAs are as follows:

Payment of Consideration

The purchase consideration for each property shall be paid by ASIAEP in the following manner:-

(i) A sum of RM43,000 ("Deposit Sum") to the vendor(s), representing 10% of the total purchase consideration, upon the execution of the relevant Property SPAs; and

(ii) Within 3 calender months from the date the relevant Property SPAs becoming unconditional ("Completion Date"), the balance sum of RM387,000 ("Balance Sum"), representing the remaining 90% of the total purchase consideration, shall be paid to the vendor(s)' solicitors to be held by the vendor(s)' solicitors as stakeholders until the transfer documents had been presented for registration in accordance with provisions of the relevant Property SPAs and thereupon the Balance Sum shall be released to the vendor(s) within seven (7) days of the presentation provided however in the event ASIAEP shall require an extension of time to pay the Balance Sum, the vendor(s) shall automatically grant ASIAEP an extension of one (1) calendar month ("Extended Completion Date") subject however to ASIAEP paying an interest calculated at the rate of ten percent (10%) per annum on the said Balance Sum or part thereof remaining unpaid calculated from the completion date until the date of actual payment to the vendor(s)' solicitors provided that the completion date/Extended Completion Date shall be extended for the number of day(s) delayed in excess of fourteen (14) days for the following and shall be free of interest:

For the vendor(s)/chargee to forward to ASIAEP's solicitors the redemption statement upon written request from ASIAEP or its financier's solicitors;

For the vendor(s)/chargee to forward the duly executed Discharge of Charge (if any) and the Issue Document of Title of the properties together with all related documents to ASIAEP or its financier's solicitors (if applicable) upon receipt of the redemption sum; and

For the vendor(s) to rectify and remedy such acts or omissions of the vendor(s) to enable release of the loan sum or part thereof by ASIAEP's financier upon request of ASIAEP or its financier.

Conditions Precedent

The relevant Property SPAs are conditional upon:-

(i) the approval of Bursa Malaysia Securities Berhad and the shareholders of the Company;

(ii) the First Property Vendor and the Second Property Vendor obtaining consents / approvals in principal from the relevant authorities / departments for the transfer of the properties to ASIAEP upon the terms and conditions set out in the relevant Property SPAs.

Upon receipt by ASIAEP's solicitors of all letters of consent/approval-in-principle, the relevant Property SPAs shall become unconditional.

In the event that the said consents/approvals-in-principle are rejected or not obtained within the period of eight (8) months from the date of the relevant Property SPAs, or such extended period as ASIAEP may allow in writing, the relevant Property SPAs shall be null and void.

Consequently, the Deposit Sum shall be refunded to ASIAEP, free of interest:

(i) within fourteen (14) days of the receipt of notification in writing from Bursa Malaysia Securities Berhad / ASIAEP's shareholders that the consent/approval-in-principle is rejected;

(ii) within fourteen (14) days on the vendors' receipt of notification in writing of relevant authorities / departments that the consent / approval is rejected;

(iii) where the consent/approval-in-principle was not obtained within the said period of eight (8) months or such extended period within fourteen (14) days of notification in writing by ASIAEP or its solicitors to the vendors or its solicitors;

(iv) each of the partiers shall have no claim whatsoever against the other on any matters in respect or arising from the relevant Property SPAs upon return of the memorandum of transfer and all other documents to the First Property Vendor and Second Property Vendors.

Forfeiture

In the event of ASIAEP failing and/or neglecting to make payment pursuant to clause 2.1 (Payment of Consideration) of the relevant Property SPAs, the following consequences shall ensue that is to say:

(i) the Deposit Sum shall be forfeited by the vendor(s) absolutely as agreed liquidated damages;

(ii) ASIAEP's solicitors shall return to the vendor(s) the Original Issue of Title (if applicable), Memorandum of Transfer (save and except where the stamp duty on the Memorandum of Transfer has been paid, ASIAEP shall be entitled to surrender the same to the Collector of Stamp Duty for refund thereof and after such refund, the cancelled Memorandum of Transfer shall be returned to the vendor(s)) and all the relevant documents forwarded to ASIAEP's solicitors under the relevant Property SPAs and all caveats entered by ASIAEP shall be removed forthwith; and

(iii) whereupon the relevant Property SPAs shall be terminated and rendered null and void and the parties hereto shall have no claim whatsoever in respect of and arising out of the relevant Property SPAs.

The proposed acquisitions of the First Property and the Second Property are not inter-conditional with one another.

3. RATIONALE FOR THE PROPOSED PROPERTY ACQUISITIONS

The Proposed Property Acquisitions would also mitigate any potential increase in rental cost for the First Property and the Second Property in the future.

4. EFFECTS OF THE PROPOSED PROPERTY ACQUISITIONS

The effects of the Proposed Property Acquisitions on ASIAEP are as follows:

4.1 Share Capital and Substantial Shareholders

The Proposed Property Acquisitions would not have any effect on the issued and paid-up share capital and substantial shareholders' shareholdings of the Company as the Proposed Property Acquisitions will be settled in cash.

4.2 Earnings

The Proposed Property Acquisitions are expected to be completed by the third quarter of 2004. As such there are no significant effects on the earnings for the financial year ending 28 February 2005.

4.3 Net Tangible Assets ("NTA") and Gearing

The Proposed Property Acquisitions are not expected to have any material effect on the NTA and gearing of ASIAEP as the purchase consideration shall be satisfied entirely in cash from the proceeds raised from its initial public offering.

5. CONDITIONS OF THE PROPOSED PROPERTY ACQUISITIONS

The Proposed Property Acquisitions are subject to the approvals of the following parties:

(i) the shareholders of ASIAEP at an extraordinary general meeting ("EGM") to be convened; and

(ii) any other relevant authorities (if required).

K&N Kenanga Berhad, on behalf of ASIAEP, will be seeking a waiver from Bursa Malaysia Securities Berhad from issuing a circular in regards to the Proposed Property Acquisitions and from procuring approval from ASIAEP's shareholders due to the immaterial nature of the Proposed Property Acquisitions.

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

Ms. Lee Suet Hong, a director and substantial shareholder of ASIAEP, is the First Property Vendor. In addition to the interest above, the Second Property Vendors are also connected to Ms. Lee Suet Hong as described in section 2.2 above.

Accordingly, Ms. Lee Suet Hong has and will continue to abstain from all deliberations and voting on the Proposed Property Acquisitions. She will also abstain from voting in respect of her direct and/or indirect shareholdings in ASIAEP and have undertaken to ensure that all persons connected to her will abstain from voting on the resolution pertaining to the Proposed Property Acquisitions at the forthcoming EGM of ASIAEP, if any.

Save as disclosed above, none of the other directors and/or substantial shareholders of ASIAEP or persons connected to the directors and/or substantial shareholders of ASIAEP have any interest, direct or indirect, in the Proposed Property Acquisitions.

7. DIRECTORS' RECOMMENDATION

The Board (save for Ms. Lee Suet Hong who has abstained from all deliberations and voting), having taken into consideration all aspects of the Proposed Property Acquisitions is of the opinion that the Proposed Property Acquisitions is in the best interest of the Company.

8. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents may be inspected at the registered office of ASIAEP at Nos.18 & 20, Jalan TK2/1C, Taman Kinrara, Seksyen 2, Off Jalan Puchong, 47100 Puchong, Selangor from Monday to Friday (except public holidays) during normal office hours from the date of this announcement up to the date of the last conditions on the Proposed Property Acquisitions being met:

(i) The First Property SPA;

(ii) The Second Property SPA; and

(iii) The valuation report prepared by KPH dated 18th June 2004 in respect of the valuation of First Property and Second Property.

This announcement is dated 6 July 2004.