DATED THIS17 JUN 2011DAY OF , 2011 BETWEEN TRIO-TECH (MALAYSIA) SDN. BHD. [ COMPANY NO. 105390-V ] (THE VENDOR) AND AAEON TECHNOLOGY (M) SDN. BHD. [ COMPANY NO. 941760-T ] (THE PURCHASER)

The balance purchase price of the sum specified in Section 8 of the First Schedule hereto (hereinafter referred to as "the balance purchase price") shall be paid in full by the Purchaser(s) to the Vendor(s) or the Vendor(s)' solicitors on or before the time and in the manner specified in Section 9 of the First Schedule hereto PROVIDED ALWAYS THAT The balance purchase price and all lawful deductions or payments, shall be released or paid by the Vendor's Solicitors to the Vendor upon the expiry of fourteen (14) days from the presentation of later of the Transfer.

The date on which the balance purchase price together with all interest (if any due) is paid shall hereinafter be referred to as "the Completion Date",

The balance purchase price shall first be applied towards payment of the redemption moneys, if any, due or owing by the Vendor(s) in respect of any charge or encumbrance over the said property. Before payment over to the

The Vendor(s) hereby agrees to grant to the Purchaser(s) an extension of time, if any, specified in Section 12 of the First Schedule to complete the purchase of the Property subject to the payment of interest at the rate stipulated in Section 13 of the First Schedule before the extension by the Purchaser(s) to the Vendor(s) on the outstanding sum of the Purchase Price due and owing to the Vendor(s), Should the outstanding sum of the Purchase Price be paid before the expiry of the extended period, the Purchasers] shall be entitled to the refund of all excess interest paid to the Vendor(s) or to deduct from such outstanding sum all excess interest paid to the Vendor(s). If such outstanding sum is not paid upon expiry of the extended period, the interest paid shall, in addition to the forfeiture sum stipulated in Section 11 of the First Schedule be forfeited by the Vendor(s) as liquidated damages.

It is hereby agreed that the Purchaser(s) shall not liable to pay interest on any day in which any delay is attributable to or caused by the Vendor(s), or the Vendor(s)' Solicitors, including but not limited to any delay attributable to :

the Vendor(s)'s failure to furnish to the Financier or the Financier's solicitors the Vendor(s)'s undertaking and or the issue document of title to the said property to refund the loan and or the issue document of title to the said property within the fourteen (14) days referred to in Clause 3 of the Second Schedule ;

(a)

The sale of the Property is conditional upon the receipt of (i) the PDC Consent (ii) the SA Consent and (hi) S433B Consent referred to in Section 15 of the First Schedule (the "PDC Consent" the "SA Consent" and "S433B Consent" hereinafter collectively referred to as "the Consents").

(b)

The Vendor(s) shall within fourteen (14) days Agreement or fourteen (14) days of receipt by the Vendor's Solicitors of the duly completed forms and documents required (including Purchaser's Resolution to acquire the Property, certified true copy of the Purchaser's Form 24, 44 & 49 and Memorandum and Articles of Association) from the Purchaser whichever shall be the later (which duly completed forms and documents required shall be delivered by the Purchaser to the Vendor's Solicitors within fourteen (14) days from the date of this Agreement or within fourteen (14) Days of the date of receipt of the forms for completion which ever shall be the latter) apply for the PDC Consent and upon receipt thereof proceed to apply for the SA Consent and concurrently the Purchaser shall apply for the S433B Consent. Notwithstanding the aforesaid the parties acknowledge that the application for the SA Consent and S433 Consent shall be made concurrently in the same form which shall be applied for and submitted by the Vendor's Solicitor.

(c)

In the event the Consents are not obtained within the period stipulated in Section 16 of the First Schedule after having used its best endeavours either party shall be to terminate this Agreement and upon such termination the Vendor(s) shall refund all monies paid by the Purchaser(s) in exchange for (a) all documents released by the Vendor and the Transfer thereafter this Agreement shall be null and void and be of no further effect and neither party shall have any right or claim against the other. .In such event, in accordance with the terms herein together and the Purchaser(s) shall forthwith at his own costs and expenses withdraw the Private Caveat lodged by him (if any), and.thereupon this Agreement shall become null and void.

(d)

This Agreement shall become unconditional on the date the Purchaser's Solicitors receipt of the SA Consent and such date shall be referred to as the "Unconditional Date".

10.1

Subject to this Agreement becoming unconditional in all respects, in the event that the Vendor commits a breach or is in breach of any of its obligations under this Agreement and the Vendor fails to remedy such breach within thirty (30] Business Days of a notice served on the Vendor to do so, then the Purchasers] shall be entitled at its option to take such action to enforce this Agreement by specific performance and such other remedies available in law.

10.2

In the alternative, the Purchasers] shall be entitled at its option to terminate this Agreement and upon receipt of such notice the Vendor(s] shall within fourteen (14] days refund the full purchase price free of interest in addition to therewith pay the amount stipulated in Section 11 of the First Schedule paid by the Purchaser(s] under Clause 1 above as agreed liquidated damages whereupon the Vendor(s] shall forthwith make such refund, notwithstanding that part of the purchase price which was released to the Inland Revenue Board pursuant to Clause 18 below may not have been refunded by the said Board, and the Purchaserfs] shall return vacant possession of the said property to the Vendor(s] if the same has already been delivered and thereafter this Agreement shall be treated as terminated.

(a)  

 the Vendor(s) deducing a good, registrable and marketable title to the said property;

(b)  

 The said property shall be free from all encumbrances whatsoever;

 

(c)  

 The issue document of title of the said property shall be produced and delivered to the Purchaser(s) in accordance with the terms of this Agreement; and

(d)  

 the Vendor shall use irs best endeavours to rectify any defect in the title to the said property at its own cost and expense and it is expressly agreed that the period of time taken for rectification by the relevant authorities shall not be taken into account or be excluded in computing the Completion Date.

(a) 

 the Purchaser(s) shall be deemed to have taken notice of the actual state and condition of the said property; and

 

(b) 

 the Vendor(s) hereby covenant(s) with the Purchaser(s) that the said property shall substantially be in and of the same condition state nature and character at the date of delivery as it is at the date of this Agreement.

14.1

The said property is open to inspection and the Purchaser(s) shall be held to have had notice of all notices reservations road widening schemes and requirements of the Government and the local authority and all such notices reservations schemes and requirements shall be complied with by and at the expense of the Purchaser(s).

14.2

The said property is likewise sold subject to road deviation or widening drainage or improvements or other schemes or matters affecting the said property and the Purchasers) shall be deemed to have had full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

14.3

Notwithstanding the above, the Vendor(s) shall indemnify the Purchaser(s) in respect of any loss or damage suffered by the Purchaser(s) as a result of any penalty or fine imposed by the relevant authorities against the Vendor(s) or in respect of the said Property, whether as a result of the business for which the said property is used or otherwise, prior to the Completion Date or handover of the said property to the Purchaser(s) whichever is earlier.

16.1

The Vendor (s) hereby declares that as at the date hereof the said property is not subject to acquisition under the Land Acquisition Act, 1960 or any other legislation and the Purchaser^} shall not raise any objection or requisition on this behalf.

16.2

If the said property or any part thereof shall be or become affected by any notice of acquisition under the Land Acquisition Act, 1960 or any other legislation on or before the Completion Date the Vendor(s) shall give notice thereof to the Purchaser(s) within fourteen (14] days of receipt thereof. The Purchasers] shall be entitled to determine this Agreement if he does not intend to proceed with the purchase of the said property.

16.3

The Purchasers] shall as soon as possible but in any event not later than fourteen (14] days after receipt of the notice notify the Vendor(s] of his decision in writing.

16.4

If the Purchasers] intends to proceed with the purchase, the Vendor(s] shall give notice to the acquisition authority of the Purchaser(s)'s interest in the said property and all compensation payable in respect of such acquisition shall belong to the Purchaser(s) but only upon completion of the Sale and Purchase of the said property and after the Vendor(s] has received the full purchase price under this Agreement.

16.5

If the Purchaser(s] decides not to proceed with the purchase, all monies paid hereunder shall be refunded forthwith to the Purchaser(s] free of interest and the Purchaser(s] shall simultaneously return all documents belonging to the Vendor(s) whereupon this Agreement shall determine and neither party shall have any further claim against the other.

18.1

The Vendor(s) and the Purchasers] hereby agree covenant and undertake with each other that they shall within 60 days from the Unconditional Date hereof or such time as provided for in the Real Property Gains Tax Act, 1976 notify the Director-General of Inland Revenue of the of the sale and Purchase of the Property in the manner required by the said Act. Each party's Solicitor shall further provided evidence of such notification or submission of the relevant form to the other party's Solicitor.

18.2 

The Vendor purchased the Property more than five (5] years ago and as such shall be exempted from any real property gain tax and shall cause the Vendor's Solicitors shall within fifty(50] days of the Unconditional Date submit the Borang CKHT 1A and 3 to the Director General of Inland Revenue and serve a copy of the same duly acknowledged the Director General of Inland Revenue ("DGIR") on the Purchaser's Solicitors duly acknowledged by the DGIR so as to facilitate the Purchaser's Solicitors to submit the prescribed Form CKHT2A on the Purchaser's behalf.

18.3

The Vendorfs) hereby authorize the Vendor's solicitors to retain such sum as specified in Section 14 of the First Schedule from the deposit and to forward the said sum to the Inland Revenue pursuant to Clause 18.2 above in the event the Vendor fails to file the Borang CKHT 3 The Vendor's Solicitors shall release the said sum to the Vendor. The said sum shall constitute part of the Deposit and be deemed paid to the Vendor(s] towards account of the purchase price.

18.4

If the Real Property Gains Tax against the Vendorfs] shall exceed the sum paid hereunder to the Inland Revenue by the Purchasers] then the Vendor(s] shall pay the difference thereon and the Vendor(s] hereby undertakes to pay whatsoever Real Property Gains Tax derived out of the disposal of the Property and shall indemnify the Purchasers] or the Purchaser(s]' Solicitors against all claim liabilities losses damages costs and expenses whatsoever pursuant to the Real Property Gains Tax Act 1976.

18.5

Notwithstanding payment of the said sum to the Inland Revenue pursuant to Clause 18.3, the Vendor hereby agrees that the Purchaser(s)' solicitors shall not be responsible for the refund of the said sum or any part thereof by the Inland Revenue and the Vendor hereby agrees and declares that all subsequent dealings with the Inlang Revenue shall be the sole responsibility of the Vendor(s).

24.1

if it is sent by prepaid registered post addressed to the other party at the address hereinbefore mentioned or to his solicitors and in such a case it shall be deemed (whether it is actually delivered or not) to have been received at the time when such registered letter would in the ordinary course be delivered; or

24.2 

if it is despatched by hand to the solicitors for the other party.

32.1

Any payment to be made by the Purchaser to the Vendor shall be deemed made to the Vendor if paid to the Vendor's Solicitors whose receipt shall be a good and sufficient discharge to the Vendor.

(a)  

words importing the masculine gender only shall include the feminine and neuter genders and vice versa ;

(b)  

words in the singular number only shall include the plural number and vice versa;

(c)  

a period of days from the happening of an event or the doing of any act or thing is done and if the last day of the period is a weekly holiday or a public holiday (hereinafter referred to as "the excluded day"] the period shall include the day next following which is not an excluded day;

(d)  

the expression "Ringgit Malaysia" and the abbreviation "RM" shall mean the lawful currency of Malaysia ;

(e)  

references of Clauses are to be construed as references to Clauses of this Agreement;

(f)  

references to the provisions of any legislation include a reference to any statutory modification and re-enactment thereof;

(g)  

where there are two (2) or more persons or parties included or comprised in the expression "the Vendor(s)" or "the Purchasers]") the agreements covenants terms stipulations and undertakings expressed to be made by and on the part of the Vendor(s) or the Purchasers] as the case may be shall be deemed to be made or binding upon such persons or parties jointly and severally.

Not Applicable

 

No. 21-6, Block B, The Boulevard,

Mid Valley City,

Lingkaran Syed Putra,

59200 Kuala Lumpur

Tel: 03-29388811

Fax: 03-29388822

One (1) month

 

Eight point five (8.5) per centum per annum on the daily basis

 

Ringgit Malaysia Seventy One Thousand (RM71,000.00) only

 

(i)     The letter of support or consent of the Penang Development Authority ("PDC Consent");

 

(ii)     The consent of the State Authority

as required in the restriction in

interest on the issue document of

title ("State Authority Consent")

 

(iii)     The consent of the State Authority

under Section 433B of the National Land Code (S 433B Consent") by virtue  of  the fact that the Purchaser is a foreign company ("S433B Consent").

 

1.  

The Purchaser(s) hereby gives notice to the Vendor(s) that he intends to obtain a loan from a bank or financial institution (hereinafter referred to as "the Financier") to finance the payment of the balance purchase price.

2.  

The Vendor(s) shall upon execution hereof, execute a valid and registrable memorandum of transfer ("Transfer") of the said property in favour of the Purchaser(s) or his nominee or nominees and deliver the same to the Purchaser(s)'s solicitors who are hereby authorised to forward such Transfer to the relevant authority for the purpose of stamp duty adjudication. However, the parties hereby expressly confirm that notwithstanding the execution of the Transfer and the acknowledge of receipt of the consideration stated in the Transfer, it shall not be construed as payment in full of the consideration stated therein and the said property shall not be deemed to be transferred to the Purchaser(s) by the Vendor(s) until the full purchase price has been paid by the Purchaser(s) to the Vendor(s).

3.  

If the said property is not subject to any charge, upon approval of the loan from the Financier, the Purchaser(s) shall deliver to the Vendor(s) a letter of undertaking from the Financier or the Financier's solicitors to release the loan on or before the Completion Date to the Vendor(s) or the Vendor(s)'s solicitors. Upon receipt of such letter of undertaking and subject to the Purchaser(s) having paid the difference between the purchase price and the loan to the Vendor(s) or the Vendor(s)'s solicitors, the Vendor(s)'s solicitors shall forward the issue document of title to the Purchaser(s)'s solicitors or the Financier's solicitors, if different from the Purchaser(s)'s solicitors, to effect the registration of the said Transfer.

1.  

The Vendor(s) shall deliver vacant possession of the said Property to the Purchaser(s) within five (5 working days from the date of full payment of the balance purchase price, together with late payment interest and apportioned outgoings, if any, to the Vendor(s)' solicitors

1.  

In the event the Vendor(s) fails to deliver vacant possession of the said property within the time stipulated in the Third Schedule, the Purchaser(s) shall be at liberty to pay to the Purchaser(s) a late delivery interest as described in Section 13 of the First Schedule hereto calculated on a daily basis against the purchase price. 

2.  

It is hereby agreed that the fixtures and fittings as set out in the Fifth Schedule, if any, shall form part of the said property.

3.  

The sale and purchase of the said property shall be further subject to the following conditions:

(Singapore Passport No. E0268942N)

Sian Song Lin

Advocate & Solicitor Penang