Dear Tricia,

As informed by Edwin, this case is does not involve transfer of shares between the
companies, only Para 17(1)(b) of the Second Schedule to Real Property Gains Tax 1976
applies.

Below is the mentioned paragraph:

Transfer of assets between companies in same group

17. (1) Subject to this paragraph, where with the prior approval of the Director

General—

(a) an asset is transferred between companies in the same group to bring about greater
efficiency in operation for a consideration consisting of shares in the company or substantially
of shares in the company and the balance of a money payment;

(b) an asset is transferred for any consideration between companies in any scheme of
reorganization, reconstruction or amalgamation; or

(c) an asset is distributed by a liquidator of a company and the liquidation of the company was
made under a scheme of reorganization, reconstruction or amalgamation;

and the transferee company is resident in Malaysia, the transfer shall be treated as a disposal
on which the transferor company or the liquidator receives no gain and suffers no loss:

Provided that no approval shall be given for any transfer or distribution of asset in any
scheme under subsubparagraph (1)(b) or (1)(c) unless the Director General is satisfied that
such an asset is transferred to implement any such scheme directly connected with any
transfer or distribution of ownership of an asset in Malaysia to a company resident in
Malaysia which is being restructured under such scheme in compliance with Government
policy on capital participation in industry.

Additionally below is the documents required found in the guideline translated with the help
of Edwin for your further action.

DOCUMENTS TO BE SUBMITTED

1. Name of the company disposing and the company acquiring and the type of business of the
company disposing and the company acquiring.
2. The organizational structure of the company before and after the restructuring , where
applicable.

3. Details of the assets disposed of (including details of the dates and prices of acquisition of
the asset).

4. The disposal price and the original basis for the disposal price.

5. Details of the consideration for the disposal (whether in cash or shares). If in the form of
shares, state the price per share.

6. A copy of the latest audited accounts relating to the company disposing and the company
acquiring.

7. A copy of the Director's Resolution pertaining to the disposal and acquisition of assets.

8. A copy of the draft of the Sale and Purchase Agreement relating to the disposal of assets.

9. Evidence that the company disposing and the company acquiring are in the same group,
where applicable. (for para 17(1)(a) only)

10. Detailed explanation describing how the disposal of the asset can result in an increased
efficiency in the company operation, where applicable. (For para 17(1)(a) only)

11. For application of approval under paragraph 17 (1)(b), submit a copy of the approval
letter from the Ministry of International Trade and Industry (MITI) , the Securities
Commission (SC ) and/or the Foreign Investment Committee (FIC) (where applicable) in
respect of reorganization, restructuring reconstruction or amalgamation of companies.

Note: Please highlight whether the company has the relevant approvals in Item 11.