SUBJECT :PJ Development Holdings Berhad (“PJD” or “Company”)

Proposed Disposal Of Four (4) Pieces Of Land By PJD To Willowglen (Malaysia) Sdn. Bhd. (“WMSB”), A Wholly-Owned Subsidiary Of Willowglen MSC Berhad (“WMSC”) (“Proposed Disposal”)

1.INTRODUCTION

The Board of Directors of PJD wish to announcethat the Company had on 31 October 2006 entered into four (4) sets of conditional Sale and Purchase Agreements(“collectively hereinafter known as SPAs”) with Willowglen (Malaysia) Sdn. Bhd. (“WMSB”) for the disposal of all those pieces of land held under PN No 17636 – 17639 Lot No 35069 – 35072, all in the Mukim of Petaling, District and State of Wilayah Persekutuan, together with four (4) units three (3) storey shop offices erected thereon (“collectively hereinafter known as the Properties”) for a total sale consideration of Ringgit Malaysia Two Million Nine Hundred And Ninety Thousand (RM2,990,000.00) Only (“Sale Consideration”).

The Proposed Disposal is a Related Party Transaction.

2.INFORMATION ONWMSC AND WMSB

2.1WMSC

WMSC was incorporated in Malaysia under the Companies Act, 1965 on 20 May 1998 and was listed on the MESDAQ Market of Bursa Malaysia Securities Berhad on 29 April 2002. WMSC is principally engaged in research, development and supply of computer based control system.

The authorised share capital of WMSC is RM100,000,000 comprising 1,000,000,000 ordinary shares of RM0.10 each, of which 248,000,000 ordinary shares of RM0.10 each have been issued and fully paid-up.

2.2WMSB

WMSB was incorporated in Malaysia under the Companies Act, 1965 on 18 July 1995.WMSB is a wholly-owned subsidiary of WMSC. The principal activity of WMSB is sales, implementation and maintenance of computer based control systems.

The authorised share capital of WMSB is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 5,000,000 ordinary shares of RM1.00 have been issued and fully paid-up.

3.INFORMATION ON PJD

PJD was incorporated in Malaysia under the Companies Act, 1965 on 13 April 1965 and was listed on the Main Board of Bursa Malaysia on 17 June 1974. PJD is principally engaged in investment holding and property investment.

The authorised share capital of PJD is RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each, of which 456,132,359 ordinary shares of RM1.00 each have been issued and fully paid-up.

4.INFORMATION ON THE PROPERTIES

4.1Brief information on the Properties

The Properties, located at No 15 & 17 Jalan 2/149B, Taman Sri Endah, Bandar Baru Seri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan, consist of 4 units of three storey shop offices with a total built-up area of 1322.92m2 of which 3 units with a built up area of 988.96m2 are linked as a continuous office space on each respective floor. The other unit is a single unit with a built up area of 333.96m2 and is currently tenanted out to a third party.

The Properties have a 93 years leasehold period expiring on 19 February 2083 and subject to restriction in interest to the effect that the Properties cannot be transferred or leased unless with the consent of the Land Authority of Wilayah Persekutuan Kuala Lumpur.

The Properties were purchased by PJD on7 August 1992 at a cost of RM2,338,537.68.

4.2Sale Consideration

The sale consideration of RM2,990,000.00 was arrived at on a willing-buyer willing seller basis, free from all encumbrances and in accordance with the prevailing market value of the said Properties of RM3,000,000.00, based on a Valuation Report dated18 October 2006 issued by an independent registered valuer, Messrs Chancellors City Lim & Co.

4.3Salient terms and conditions

The salient terms and conditions of the SPAsare as follows :-

4.3.1Conditions Precedent

SPAs shall be conditional and be subject to the fulfillment of the following conditions precedent -

(i)PJD shall have obtained the approval of the Land Authority of Wilayah Persekutuan Kuala Lumpur in respect of the transfer of the Properties;

(ii)WMSC and WMSB having obtained the approvals from the shareholders or any other relevant authorities for the proposed disposal upon the terms and conditions set out in the SPAs; and

(iii)In the event that 4.3.1(ii) above is not fulfilled within the Condition Period or by the expiration of the extended date, as the case may be, the SPAs will terminate and thereafter be null and void.

4.3.2Terms ofSale Consideration

(i)A sum equivalent to 10% of the Sale Consideration shall be paid by WMSB to PJD’s solicitor upon execution of SPA; and

(ii)Balance of the Sale Consideration shall be paid within one (1) month from the completion of Conditions Precedent Fulfillment Date.

4.3.3Completion Date

The Completion Date is one (1) month from the date of Conditions Precedent Fulfillment Date.

4.3.4Delivery of Vacant Possession

(i)PJD will deliver the vacant possession of the Properties (save for Lot 35069) to WMSB on date of the SPAs.

(ii)PJD agrees that WMSB shall be entitled to occupy the Properties (save for Lot 35069) free of rental payment for three (3) months commencing from the date of the SPAs and thereafter, WMSB shall pay to PJD a rental payment of Ringgit Malaysia Eight Thousand (RM8,000.00) per month for the subsequent three (3) months (“First Period”);

(iii)Upon expiry of the First Period, WMSB shall pay to PJD rental in the amount of Ringgit Malaysia Fifteen Thousand (RM15,000.00) or such other amount as may be mutually agreed by the parties; and

(iv)PJD shall deliver legal possession of Lot 35069 to WMSB subject to the tenancy upon payment of the balance of the purchase price and interest (if any) by WMSB to its solicitors as provided in SPAs.

5.0ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen events arising form the fulfillment of conditions set out in the SPAs, the Proposed Disposal is expected to be completed by 31 December 2007.

6.0RATIONALE OF THE PROPOSED DISPOSAL

The Directors of PJD are of the opinion that the Proposed Disposal of its non income generating property of PJD will enhance the working capital of the PJD Group for its operational and investment needs.

7.0UTILISATION OF THE PROCEEDS FROM THE PROPOSED DISPOSAL

The proceeds from theProposed Disposal will be utilized to reduce bank borrowings and for workingcapital purposes.

8.0FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL

8.1Issued and paid-up share capital and

shareholdingsof substantial shareholders

The Proposed Disposal will not have any effect on the issued and paid-up share capital and shareholdings of the substantial shareholders of PJD.

8.2Earnings

The Proposed Disposal is not expected to have any material effect on the earnings per share of PJD for the financial year ending 30 June 2007.

The Proposed Disposal is expected to contribute positively to the future earnings of PJD.

8.3Net Tangible Assets (“NTA”)

The Proposed Disposal is not expected to have any material effect on the NTA of PJD.

9.0APPROVALS

Pursuant to Section 118 Part 4 of the Bursa Securities Listing Requirements, the Proposed Disposal is less than 5% relative to the relevant percentage ratios as stipulated under Section 111 (7) (a) to (f) Part 4 of the Bursa Securities Main Board Listing requirements.

Therefore the Proposed Disposal is not subject to the approval of the shareholders of PJD.

10.0INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED WITH THEM

Save as disclosed below, none of the Directors and/or substantial shareholders of PJD and/or persons connected with the directors and/or substantial shareholders of PJD have any interest, direct or indirect in the Proposed Disposal.

WMSB is a wholly-owned subsidiary company of WMSC which in-turn is a 50.77% subsidiary company of New Advent Sdn. Bhd. (“NA”). NA is a wholly-owned subsidiary company of Dindings Consolidated Sdn. Bhd. (‘DC”). DC is a major shareholder of PJD. Wong Ah Chiew and Khor Chai Moi are both directors and major shareholders of DC, WMSC and PJD. Wong Chong Shee is a director of PJD and is the brother and brother-in-law of Wong Ah Chiew and Khor Chai Moi respectively.

Wong Ah Chiew, Khor Chai Moi and Wong Chong Shee are deemed interested in the Proposed Disposal, have abstained and will continue to abstain from board deliberations and voting on the resolution pertaining to the Proposed Disposal.

11.0DIRECTORS’ RECOMMENDATION

The Directors of PJD (except for Wong Ah Chiew, Khor Chai Moi and Wong Chong Sheebeing Directors who are deemed interested in theProposed Disposal and have abstained from all deliberations and voting), having taken into consideration all aspects of the Proposed Disposal, are of the opinion that the Proposed Disposal is fair and reasonable and in the interest of PJD.

12.0DOCUMENTS FOR INSPECTION

The following documents are available for inspection at the Registered Office of the Company at 18th Floor Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur, from Monday to Friday (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement :-

(i)Sale and Purchase Agreements;

(ii)Audited accounts of PJD for the past two (2) financial years ended 30 June 2004 and 2005;

(iii)Audited accounts of WMSB for the past two (2) financial years ended 31December 2004 and 2005;

(iv)Memorandum and Articles of Association of PJD and WMSB; and

(v)Valuation Report dated 18 October 2006.

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This Announcement is dated 31 October 2006.