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The Board of Tan Chong Motor Holdings Berhad ("TCMH" or "Company") wishes to announce that on 15 March 2006, TC Capital Resources Sdn Bhd ("TCCR"), a wholly-owned subsidiary of TCMH, entered into a Sale and Purchase Agreement of Shares ("SPA") with Wong Sim Leong ("Vendor") for the acquisition of 75,001 ordinary shares of RM1.00 each in SPB ("Sale Shares") representing 50.001% of the total issued and paid-up share capital of SPB ("Proposed Acquisition") for a total cash consideration of RM75,001 ("Purchase Consideration").

Information on TCCR

TCCR was incorporated in Malaysia on 30 December 2004 as a private limited company under the Companies Act, 1965. The authorised share capital of TCCR is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares are issued and fully paid-up.

The principal activity of TCCR is to carry on the businesses of hire-purchase, leasing and money lending.

Information on SPB

SPB was incorporated in Malaysia on 11 July 2001 as a private limited company under the Companies Act, 1965. The authorised share capital of SPB is RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which 150,000 ordinary shares are issued and fully paid-up.

SPB is licensed to carry on the business as a money-changer by Bank Negara Malaysia under the Money-Changing Act 1998.

Basis in Arriving at the Purchase Consideration

The Purchase Consideration of RM75,001 for the Proposed Acquisition was arrived at on a willing-buyer willing-seller basis.

Salient Terms of the SPA

1. The Vendor has agreed to sell and TCCR has agreed to purchase the Sale Shares free from encumbrances and with all rights attached thereto upon and subject to the terms and conditions contained in the SPA. There are no liabilities to be assumed by TCCR arising from the Proposed Acquisition.

2. The Purchase Consideration is payable by TCCR to the Vendor when all the conditions precedent set out in the SPA are fulfilled.

3. The SPA is conditional, amongst others, upon the following being obtained or satisfied within three (3) months from the date of the SPA or such other period as the Vendor and TCCR may mutually agreed in writing:-

a. the Foreign Investment Committee ("FIC")’s approval being obtained and if conditions are imposed, such conditions are acceptable to TCCR and the Vendor; and
b. TCCR being satisfied with the results of the due diligence review of SPB.