TPC PLUS BERHAD TPC PLUS BERHAD

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Noah Gibson
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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. ` If you THIS are CIRCULAR in any doubt IS IMPORTANT as to the course AND of REQUIRES action to be YOUR taken, IMMEDIATE you should consult ATTENTION. your stockbroker, bank manager, solicitor, accountant or other ` If you professional are in any adviser doubt as immediately. to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or Bursa other Malaysia professional Securities adviser Berhad immediately. ( Bursa Securities ) has not perused the contents of this Circular relating to the Proposed M&A Amendment Bursa Malaysia (as defined Securities herein) Berhad pursuant ( Bursa to the Securities ) provisions has of not Practice perused Note the 18 contents of the Main of this Market Circular Listing relating Requirements to the Proposed of Bursa M&A Securities. Amendment Bursa (as Securities defined herein) takes no pursuant responsibility to the provisions for the contents of Practice of this Note Circular, 18 of makes the Main no representation Market Listing as Requirements to its accuracy of Bursa or completeness Securities. Bursa and expressly Securities disclaims takes no any responsibility liability whatsoever for the for contents any loss of howsoever this Circular, arising makes from no or representation in reliance upon as the to its whole accuracy or any or part completeness of the contents and of expressly this Circular. disclaims Bursa any Securities liability has whatsoever approved for the any Proposed loss howsoever Regularisation arising Plan from (as or defined in reliance herein) upon contained the whole in or this any Circular. part of The the contents approval of should this Circular. not be taken Bursa to Securities indicate that has the approved Bursa Securities the Proposed recommends Regularisation the Proposed Plan (as Regularisation defined herein) Plan contained or assumes in this responsibility Circular. The for approval the correctness should not of be any taken statement to indicate made that or the opinion Bursa or Securities report expressed recommends in this the Circular. Proposed Bursa Regularisation Securities has Plan not, or assumes in any way, responsibility considered for the the merits correctness of the Proposed of any statement Regularisation made Plan or opinion being tabled or report for the expressed shareholders in this approval. Circular. Bursa Securities has not, in any You way, should considered rely the your merits own evaluation of the Proposed to assess Regularisation the merits and Plan risks being of tabled the Proposals for the shareholders (as defined herein) approval. as set out in this Circular. You should rely on your own evaluation to assess the merits and risks of the Proposals (as defined herein) as set out in this Circular. (I) (I) (II) (II) (III) (IV) (V) TPC PLUS BERHAD TPC PLUS BERHAD (Company No T) (Company No T) (Incorporated in Malaysia under the Companies Act, 1965) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF TPC PLUS BERHAD ( TPC ) OF RM5,739,995 PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF TPC PLUS BERHAD ( TPC ) OF RM5,739,995 PURSUANT TO SECTIONS 60(2) AND 64(1) OF THE COMPANIES ACT, 1965 ( ACT ) ( PROPOSED SHARE PURSUANT TO SECTIONS 60(2) AND 64(1) OF THE COMPANIES ACT, 1965 ( ACT ) ( PROPOSED SHARE PREMIUM REDUCTION ); PREMIUM REDUCTION ); PROPOSED PROPOSED REDUCTION REDUCTION OF OF THE THE ISSUED ISSUED AND AND PAID PAID UP UP SHARE SHARE CAPITAL CAPITAL OF OF TPC TPC PURSUANT PURSUANT TO TO SECTION SECTION 64(1) 64(1) OF OF THE THE ACT ACT INVOLVING INVOLVING THE THE CANCELLATION CANCELLATION OF OF RM0.30 RM0.30 OF OF THE THE PAR PAR VALUE VALUE OF OF EVERY EVERY EXISTING EXISTING ORDINARY ORDINARY SHARE SHARE OF OF RM0.50 RM0.50 EACH EACH IN IN TPC TPC ( PROPOSED ( PROPOSED PAR PAR VALUE VALUE REDUCTION ); REDUCTION ); PROPOSED AMENDMENTS TO THE RELEVANT CLAUSE AND ARTICLE OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPC ( M&A ) TO FACILITATE THE CHANGE IN PAR VALUE OF THE EXISTING ORDINARY SHARES FROM RM0.50 TO RM0.20 ARISING FROM THE PROPOSED PAR VALUE REDUCTION ( PROPOSED M&A AMENDMENT ); PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 120,000,000 NEW ORDINARY SHARES OF RM0.20 EACH IN TPC ( RIGHTS SHARE(S) ) TOGETHER WITH 80,000,000 FREE DETACHABLE WARRANTS ( WARRANT(S) ) AT AN INDICATIVE ISSUE PRICE OF RM0.20 PER RIGHTS SHARE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TWO (2) ORDINARY SHARES OF RM0.20 EACH HELD AFTER THE PROPOSED SHARE PREMIUM REDUCTION AND PROPOSED PAR VALUE REDUCTION, AND TWO (2) FREE WARRANTS FOR EVERY THREE (3) RIGHTS SHARES SUBSCRIBED, ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED RIGHTS ISSUE WITH WARRANTS ); AND PROPOSED SETTLEMENT OF AN AMOUNT OWING BY TECK PING CHAN AGRICULTURE SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, TO HUAT LAI RESOURCES BERHAD ( HLRB ) AMOUNTING TO RM12,000,000 VIA THE ISSUANCE OF UP TO 60,000,000 NEW ORDINARY SHARES OF RM0.20 EACH IN TPC AFTER THE PROPOSED PAR VALUE REDUCTION TO HLRB AT AN ISSUE PRICE TO BE DETERMINED LATER BY THE COMPANY AFTER THE PROPOSED RIGHTS ISSUE WITH WARRANTS ( PROPOSED CAPITALISATION ) (COLLECTIVELY, THE THE PROPOSED REGULARISATION PLAN OR OR PROPOSALS ) AND NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser The The Notice Notice of of the the Extraordinary Extraordinary General General Meeting Meeting ( EGM ) ( EGM ) together together with with a copy copy of of the the Form Form of of Proxy Proxy is is enclosed enclosed with with this this Circular. Circular. If If you you decide decide to to appoint appoint a proxy proxy to to attend attend and and vote vote on on your your behalf behalf at at the the EGM, EGM, the the Form Form of of Proxy Proxy should should be be completed completed and and lodged lodged at at our our registered registered office office at at PT PT 1678, 1678, Mukim Mukim of of Serkam, Serkam, Merlimau, Merlimau, Melaka Melaka not not less less than than forty forty eight eight (48) (48) hours hours before before the the time time appointed appointed for for the the EGM EGM or or at at any any adjournment adjournment thereof. thereof. The The lodging lodging of of the the Form Form of of Proxy Proxy will will not not preclude preclude you you from from attending attending and and voting voting at at the the forthcoming forthcoming EGM EGM if if you you subsequently subsequently wish wish to to do do so. so. Last Last date date and and time time for for lodging lodging the the Form Form of of Proxy Proxy : Tuesday, Tuesday, September September at at a.m. a.m. Date Date and and time time of of the the EGM EGM : Thursday, Thursday, September September at at a.m. a.m. Venue Venue of of the the EGM EGM : The The Conference Conference Room, Room, PT PT 1678, 1678, Mukim Mukim of of Serkam, Serkam, Merlimau, Merlimau, Melaka Melaka 1 This Circular is dated 25 August 2015

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(14948-M) (A Participating Organisation of Bursa Malaysia Securities Berhad)

(14948-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant