Chin Hin Group Property to buy Golden Triangle freehold land for RM455 mil

PETALING JAYA (July 8): Chin Hin Group Property Bhd (CHGP) is moving to secure a sizeable freehold site along Jalan Sultan Ismail for a landmark mixed-use development in Kuala Lumpur’s Golden Triangle, in a transaction that reflects continued interest in prime city-centre sites even as developers remain selective in their investment decisions.

The proposed acquisition is CHGP’s largest announced land purchase to date by consideration and carries a highest percentage ratio of approximately 83.8%, making shareholder approval necessary under Bursa Malaysia’s Main Market Listing Requirements.

In a Bursa Malaysia filing today, CHGP said its indirect subsidiary Chin Hin Property (JSI) Sdn Bhd (CHPJSI) has entered into a conditional sale and purchase agreement (SPA) with YNH Land Sdn Bhd (YNHL) to acquire a freehold parcel along Jalan Sultan Ismail, which the joint press release describes as being within Kuala Lumpur’s Golden Triangle, for a purchase consideration of RM455 million.

Deal terms: Cash plus preference shares at project-company level

Under the SPA, the RM455 million consideration will be settled via a mix of cash and equity instruments at CHPJSI:

1) RM409.5 million in cash.
2) RM45.5 million via the issuance of 455,000 redeemable preference shares (RPS).
3) 25,000 ordinary shares in CHPJSI at RM1 each, issued to YNHL.

The purchase consideration was arrived at on a willing‑buyer, willing‑seller basis, taking into account an independent market valuation of RM500 million by Henry Butcher Malaysia Sdn Bhd and the development potential of the land. The purchase consideration is approximately 9% below the independent valuation.

CHPJSI is currently a 70%-owned subsidiary of BKG Development Sdn Bhd (BKGD), itself wholly owned by CHGP. YNHL is a wholly-owned subsidiary of YNH Property Bhd (YNHP), with 97% held directly and 3% via Kar Sin Bhd.

Simultaneously with the SPA, CHPJSI has received a limited power of attorney from YNHL to make planning applications in relation to the land, and is expected to enter into an amended and restated shareholders’ agreement with BKGD, EC Properties (M) Sdn Bhd, YNHL and CHGP upon completion to reflect the revised shareholding structure of CHPJSI.

A joint announcement by CHGP and YNHP described the deal as an acquisition and co-development of a freehold plot on Jalan Sultan Ismail into a “landmark mixed‑use project” in one of the capital’s most established commercial corridors.

The land: Freehold parcel opposite Concorde Hotel

The land is held under Geran 75552, Lot 20002, Seksyen 57, Bandar Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur, and is located along Jalan Sultan Ismail opposite Concorde Hotel Kuala Lumpur.

Key details from the filing:

i) Tenure: Freehold.
ii) Land area: 10,564 sq m.
iii) Category of land use: Bangunan (building).
iv) Existing express condition: commercial building for office, penthouse and food court only; CHGP intends to seek an amendment to permit the proposed mixed development.
v) Encumbrances: currently charged to CIMB Investment Bank Bhd as security agent for holders of perpetual securities issued by YNHP, with an outstanding redemption sum of about RM375 million.
vi) Market value: RM500 million, based on Henry Butcher’s valuation letter dated 6 July 2026.
vii) Net book value: RM109.9 million as at 30 June 2025.

CHGP describes the site as forming part of the Golden Triangle commercial and hospitality precinct, surrounded by office buildings, hotels, retail offerings and public amenities.

Planned scheme: High-plot-ratio mixed use with RM3.6 bil GDV

CHGP intends to develop the land into a mixed project comprising serviced apartments, a hotel and retail space. An existing development order (DO) in the name of Kar Sin Bhd, granted by Dewan Bandaraya Kuala Lumpur on June 7, 2023 and extended to June 7, 2027, already allows for a mixed-use scheme comprising serviced apartments, hotel, SOHO, office and commercial components at an approved plot ratio of 15.99.

Using the limited power of attorney, CHPJSI plans to submit an application for an amended DO in the third quarter of 2026 to adjust the development components while, according to the filing, retaining the approved plot ratio and aligning the project with CHGP’s intended development concept.

On preliminary estimates:

a) Gross development value (GDV): RM3.6 billion.
b) Gross development cost: RM2.7 billion.
c) Target launch: second quarter of 2027.
d) Target completion: second quarter of 2034.

The joint press release characterises the planned outcome as a “landmark mixed‑use development” on Jalan Sultan Ismail, adding to existing integrated projects in the Golden Triangle and making use of surrounding hotel, office and retail infrastructure.

Ownership and preference share structure

Following completion and the issuance of new shares and RPS, CHPJSI’s capital structure will be:

e) Ordinary shares (RM250,000): 150,000 shares (60%) held by BKGD; 75,000 shares (30%) held by EC Properties; 25,000 shares (10%) held by YNHL.
f) Redeemable preference shares (RM45.5 million): 455,000 CHPJSI RPS held entirely by YNHL.

The CHPJSI RPS are unsecured, rank ahead of ordinary shares and carry cumulative preferential dividends at rates to be determined by CHPJSI’s board. They are not convertible into ordinary shares and may be redeemed:

g) At RM45.5 million if redeemed within seven years from the date CHPJSI receives vacant possession of the land; or
h) At RM45.5 million plus 20% per annum on RM45.5 million from the seventh anniversary until the redemption date if redeemed after seven years.

YNHL may exercise an option to require CHPJSI to redeem the RPS after seven years from vacant possession or upon certain breaches of the shareholders’ agreement that are not remedied within the prescribed period.

The new ordinary shares issued to YNHL will, upon allotment, rank equally with existing CHPJSI shares other than not being entitled to dividends or other distributions declared before their issue.

Funding, gearing and disclosed risks

Under an existing shareholders’ agreement, the RM455 million purchase consideration will be funded as follows:

i) RM91 million via an interest‑free shareholders’ loan from EC Properties to CHPJSI.
j) RM318.5 million via a term loan procured by CHPJSI, supported by a corporate guarantee from BKGD or its holding company.
k) RM45.5 million satisfied through the issuance of CHPJSI RPS, and RM25,000 via new CHPJSI ordinary shares to YNHL.

CHPJSI also intends to obtain bridging finance to partly fund construction and development costs, with CHGP and/or BKGD expected to provide additional corporate guarantees.

On a pro forma basis, CHGP’s total borrowings are projected to rise from RM357.1 million (after adjusting for subsequent events) to around RM675.6 million, increasing the group’s gearing ratio from 0.66 times to approximately 1.25 times and net gearing from 0.53 times to about 1.12 times. The filing estimates transaction expenses of roughly RM0.30 million, which would reduce FY2025 pro forma earnings per share from 4.07 sen to 4.05 sen.

CHGP’s filing sets out acquisition and financing risk factors, including the possibility that conditions precedent are not fulfilled within the agreed timeframe, exposure to interest rate movements, and the risk that returns from the development may not fully offset acquisition and financing costs. It notes that the parties may seek extensions if approvals are delayed and that the group intends to manage its cash flow and funding prudently.

Approvals and regulatory path

The proposed acquisition is subject to the following approvals:

l) CHGP shareholders, at an extraordinary general meeting (EGM) to be convened.
m) YNHP shareholders, at an EGM if required.
n) Any other relevant authorities, where necessary.

The transaction is categorised as a non‑related party transaction under Chapter 10 of the Main Market Listing Requirements, with the 83.8% percentage ratio calculated against CHGP’s net assets as at Dec 31, 2025. CHGP expects the acquisition to be completed by the second quarter of 2027, subject to conditions being met.

Market context and next milestones

The joint press release notes that the Golden Triangle continues to attract large-scale development interest despite broader macroeconomic headwinds, as developers and investors focus on well‑located, transit‑accessible city‑centre assets with established hospitality and commercial ecosystems. It highlights that freehold tenure in this corridor is relatively scarce and can command a premium over leasehold city-centre land.

The acquisition expands CHGP’s pipeline of high‑density urban developments, alongside recent landbank additions in Segambut, Dutamas, Penang Times Square, Bandar Ulu Kelang and other Greater Kuala Lumpur locations. YNHP brings experience from township, high‑rise residential and commercial projects, including assets in Kuala Lumpur’s city centre.

The next key milestone will be the detailed circular to shareholders and subsequent scheme disclosures. Investors are likely to focus on three issues in particular:

o) How the final product mix balances serviced apartments, hotel and retail in a corridor already populated with integrated projects.
p) Where launch pricing for the Jalan Sultan Ismail development is set relative to existing freehold mixed‑use benchmarks in KLCC and the wider Golden Triangle.
q) How CHGP and YNHP manage gearing and funding across a RM3.6 billion GDV project with an expected development timeline stretching to 2034.

For now, the Bursa filing and joint press release collectively outline the acquisition of a large freehold parcel in the Golden Triangle, with a defined development concept, funding structure and estimated RM3.6 billion project pipeline.

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