MEMORANDUM OF UNDERSTANDING

NOVA MSC BERHAD
15 Aug 2012

The Board of Directors of Nova MSC Berhad is pleased to announce that the Company’s wholly-owned subsidiary, novaCITYNETS Pte Ltd (“NOVA”), has signed a Memorandum of Understanding (“MOU”) on 15 August 2012 with Guangzhou Development District Science and Information Technology Bureau(“GDDSIT”) and Sino-Singapore Guangzhou Knowledge City Investment and Development Co., Ltd (“GKC Co.”), to jointly develop, promote and subsequently deploy Smart City e-Permits solutions to improve the efficiency and productivity in the regulatory approval process for Planning, Building and Construction Permits as a Smart Government Service Delivery project within the Sino-Singapore Guangzhou Knowledge City (“SSGKC”) Smart City Concept Master Plan.

The Company will make further announcement in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market when there is future development on the MOU.

Rationale

The rationale for entering into the MOU will enable the Company to expand its presence in the new territories.

Effects of the MOU

1. On Share Capital and Substantial Shareholders’ Shareholding The MOU will not have any effect on the share capital and substantial shareholders’ shareholding of Company as the MOU does not involve any allotment or issuance of new shares by the Company.
2. On Earnings Per Share, Net Assets Per Share and Gearing Prior to execution of any formal agreement, the MOU is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Company for the current financial year ending 31 March 2013.

Approvals required

The MOU does not require approval from the shareholders of the Company or any relevant authorities.

Directors’ and Major Shareholders’ Interests

Insofar as the Directors are aware, none of the directors or major shareholders of Company or persons connected with them has any interest, whether direct or indirect, in the MOU.

Statement by the Board of Directors

The Board of Directors of the Company is of the opinion that the MOU is in the best interests of the Company.

This announcement is dated 15 August 2012.

Information about the Parties

Novacitynets Pte Ltd (“NOVA”), a wholly owned subsidiary of Nova MSC Bhd, is a leading IT company that provides e-government application software that has been credited for designing and building numerous large-scale, mission-critical IT systems in the public sectors. One of the successful national-scale eGovernment projects completed is the implementation of Construction and Real Estate Network (“CORENET”) for the Government of Singapore and it involved more than 16 government agencies

Guangzhou Development District Science and Information Technology Bureau (“GDDSIT”) is an administrative unit set up by Guangzhou Municipal Government, Luogang District Administrative Committee, with its address at No. 1, Xiangxue San Road, Luogang District, Guangzhou, China 510530

Sino-Singapore Guangzhou Knowledge City Investment and Development Co., Ltd

Sino-Singapore Guangzhou Knowledge City Investment and Development Co., Ltd is a 50-50 joint venture company established by Singbridge International Singapore Pte Ltd and Guangzhou Development District Administrative Committee (GDD) to be the master developer of the Sino-Singapore Guangzhou Knowledge City (GKC Project) – developing the 6.12 sq km Start-Up Area (SUA) as the first phase, and subsequently the rest of the 123 sq km GKC Project in stages.

Sino-Singapore Guangzhou Knowledge City

The Sino-Singapore Guangzhou Knowledge City (SSGKC) is positioned as a model and catalyst for the economic transformation and environmental enhancement of Guangdong. SSGKC will lead in creating innovations, new ventures and high-value products and services; and in building a sustainable, low-carbon city.

SSGKC is located on a 123 sq km greenfield site. With half of the site to be preserved as forest, the remaining part 60 sq km is to be developed in phases over the next 15 to 20 years. The Start-Up Area (SUA) of SSGKC encompasses 6.12 sq km of developable land and it will be completed in five to eight years.

Located in the northeast of Guangzhou City, SSGKC is about 35 km, or a half-hour drive, from the Guangzhou city centre and 25 km from Guangzhou Baiyun International Airport. It will enjoy a perfect transportation network which encompassing expressways, highways, metro lines and intercity rail. When completed, SSGKC will be just 15 minutes away from the Guangzhou Baiyun International Airport, 45 minutes away from Shenzhen and only one hour from Hong Kong by riding on the fast rail.