1.

INTRODUCTION

The Board of Directors of Titijaya (“Board”) wishes to announce that Titijaya’s wholly owned subsidiary, Titijaya Resources Sdn. Bhd. (“TRSB”) had on 9th June 2020 entered into a Strategic Collaboration Agreement with China SINOMACH Heavy Industry Corporation (“SINOMACH”), a foreign company incorporated in The People’s Republic of China (“Agreement”) to regulate the affairs and the respective rights and obligations of TRSB and SINOMACH as collaborative partners regarding equipment for medical producing line and the construction and technology support.

Further details on the Agreement are set out in the ensuing sections of this announcement.

2.

DETAILS OF THE PARTIES TO THE AGREEMENT

2.1

Titijaya Resources Sdn. Bhd.

TRSB was incorporated in Malaysia on 20 January 2014 and is principally engaged in property development and investment holding.

2.2

China SINOMACH Heavy Industry Corporation

SINOMACH was founded in January 2011 and incorporated in The People’s Republic of China. SINOMACH is a wholly-owned subsidiary of China National Machinery Industry Corporation Ltd. (“SINOMACH Group”) and is one of the Fortune 500 enterprises, rank 250 in year 2019. It is a large-sized equipment manufacturing group established through restructuring and reform of the resources of the construction machinery business of SINOMACH. SINOMACH holds and participates in the shareholding of 28 enterprises, including a listed company, four overseas companies, and four big industry bases in China.

3.

SALIENT TERMS AND RATIONALE OF THE AGREEMENT

3.1

The collaboration between TRSB and SINOMACH has clearly outlined the respective roles of both parties. TRSB shall establish a Medical Supply Security Base which will be developed and constructed in Malaysia producing melt-blown fabric and non-woven fabric for medical related products such as Personal Protection Equipment and medical use surgical face mask for the markets in Southeast Asia, Middle East and other countries.

 3.2

TRSB shall be responsible to provide funds or guarantee to meet the financing conditions for the base construction. SINOMACH may assist TRSB in providing financing.

3.3

SINOMACH as part of SINOMACH Group, shall give its support via internal and external resources, in the base construction, equipment supply, technological and technical support to realise the objective.

4.

TERMINATION TERM

During the validity of this Agreement, it can only be terminated by mutual consent from both TRSB and SINOMACH.

5.

PROSPECTS AND RISK FACTORS

The Agreement does not entail different risks other than those applying to the existing business of Titijaya being an investment holding company and will not have any effect on the issued share capital and substantial shareholdings of Titijaya, the Agreement is also not expected to have a material effect on the net assets per share, earnings per share and gearing of Titijaya Group.

 With TRSB diversifying its business in marketing and sales, trading and supply of medical and hospital equipment and products, medical industry related real estate (“the diversification”), Titijaya wishes to inform the following :

i.

no significant change in the business direction or policy of Titijaya Land Berhad Group (“Titijaya Group”);

ii.

no significant change in the net assets of Titijaya Group;

iii.

no significant change in contribution from the diversification to the net profits of Titijaya Group

6.

APPROVALS REQUIRED

The Agreement is not subjected to any approvals of shareholders and the relevant government authorities being obtained.

7.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the Directors and/or major shareholders of Titijaya and/or persons connected with them have any interest, either direct or indirect, in the Agreement.

8.

DIRECTORS’ STATEMENT

The Board, having considered all aspects of the Agreement, is of the opinion that the Agreement is in the best interest of the Titijaya Group.

9.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Agreement will be made available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan during normal office hours from Monday to Friday (except for public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 9th June 2020.