PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TCB ( PROPOSED AMENDMENTS ); AND

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1 TALIWORKS CORPORATION BERHAD ( TCB OR THE COMPANY ) (I) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.50 EACH IN TCB HELD BY THE ENTITLED SHAREHOLDERS OF TCB ON AN ENTITLEMENT DATE TO BE DETERMINED LATER INTO FIVE (5) ORDINARY SHARES OF RM0.20 EACH IN TCB ( TCB SHARES OR SHARES ) ( PROPOSED SHARE SPLIT ); (II) (III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TCB ( PROPOSED AMENDMENTS ); AND PROPOSED ISSUE OF UP TO MILLION FREE WARRANTS IN TCB ( WARRANTS ) ON THE BASIS OF ONE (1) WARRANT FOR EVERY FIVE (5) EXISTING TCB SHARES HELD BY THE ENTITLED SHAREHOLDERS OF TCB AFTER THE PROPOSED SHARE SPLIT ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED FREE WARRANTS ISSUE ). 1. INTRODUCTION On behalf of the Board of Directors of TCB ( Board ), CIMB Investment Bank Berhad ( CIMB ) wishes to announce that the Company proposes to undertake the following corporate proposals: (i) (ii) share split involving the subdivision of every two (2) existing ordinary shares of RM0.50 each in TCB held by the entitled shareholders of TCB on an entitlement date to be determined and announced later ( Entitlement Date ) ( Entitled Shareholders ) into five (5) ordinary shares of RM0.20 each in TCB; amendments to the Memorandum and Articles of Association of TCB; and (iii) issue of up to million Warrants on the basis of one (1) Warrant for every five (5) existing TCB Shares held by the Entitled Shareholders after the Proposed Share Split. The Proposed Share Split, the Proposed Amendments and the Proposed Free Warrants Issue shall collectively be referred to as the Proposals. 2. DETAILS OF THE PROPOSALS 2.1 PROPOSED SHARE SPLIT Basis and number of Shares The Proposed Share Split involves the subdivision of every two (2) existing ordinary shares of RM0.50 each in TCB held by the Entitled Shareholders into five (5) ordinary shares of RM0.20 each in TCB. The actual number of TCB Shares to be issued upon implementation of the Proposed Share Split would depend on the issued and paid-up share capital of TCB as at the Entitlement Date, after taking into consideration any shares to be issued prior to the Entitlement Date pursuant to the exercise of up to 1.30 million options granted but unexercised under the Company s existing employee share option scheme ( ESOS ) ( Outstanding ESOS ) and the issuance of up to million new ordinary shares of RM0.50 each in TCB (based on 10.0% of the enlarged share capital of TCB assuming all Outstanding ESOS are fully exercised) pursuant to the Company's on-going private placement exercise ( Private Placement ). 1

2 As at 20 July 2015, being the latest practicable date prior to the date of this announcement ( LPD ), the issued and paid-up share capital of the Company is RM million comprising million ordinary shares of RM0.50 each in TCB. For illustration purposes only, assuming all Outstanding ESOS have been exercised, followed by the placement of all million new ordinary shares of RM0.50 each in TCB pursuant to the Private Placement, the resultant issued and paid-up share capital of TCB after the Proposed Share Split will be RM million comprising 1, million ordinary shares of RM0.20 each in TCB. For the avoidance of doubt, the Proposed Share Split is expected to be implemented after the completion of the Private Placement. Fractional entitlements of the TCB Shares arising from the Proposed Share Split, if any, shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient and in the best interests of the Company Ranking of the Shares The TCB Shares shall, upon allotment and issuance, rank pari passu in all respects with each other save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the TCB Shares Listing of and quotation for the Shares An application will be made to Bursa Malaysia Securities Berhad ( Bursa Securities ) for the Proposed Share Split and the listing of and quotation for the TCB Shares on the Main Market of Bursa Securities. No suspension will be imposed on the trading of the shares of TCB on Bursa Securities for the purpose of implementing the Proposed Share Split as the Proposed Share Split is prescribed as a Specified Subdivision pursuant to paragraph 13.04(3) of the Main Market Listing Requirements of Bursa Securities. Subject to obtaining all the relevant approvals, the TCB Shares shall be listed and quoted on the Main Market of Bursa Securities on the next market day following the Entitlement Date. 2.2 PROPOSED AMENDMENTS Pursuant to the Proposed Share Split, TCB proposes to amend the following clause and article of its Memorandum and Articles of Association: Memorandum of Association Existing Clause 5 Proposed Clause 5 The share capital of the Company is Ringgit Malaysia Five Hundred Million (RM500,000,000.00) divided into One Billion (1,000,000,000) ordinary shares of Fifty Sen (RM0.50) each with the power to divide the shares in the capital for the time being into several classes and with the power to attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise. The share capital of the Company is Ringgit Malaysia Five Hundred Million (RM500,000,000.00) divided into Two Billion Five Hundred Million (2,500,000,000) ordinary shares of Twenty Sen (RM0.20) each with the power to divide the shares in the capital for the time being into several classes and with the power to attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise. 2

3 Articles of Association Existing Article 4 Proposed Article 4 Shares Share Capital The authorised capital of the Company is Ringgit Malaysia Five Hundred Million only (RM500,000,000.00) divided into One Billion (1,000,000,000) ordinary shares of Fifty Sen (RM0.50) each all rank pari passu with one another. Shares Share Capital The authorised capital of the Company is Ringgit Malaysia Five Hundred Million only (RM500,000,000.00) divided into Two Billion Five Hundred Million (2,500,000,000) ordinary shares of Twenty Sen (RM0.20) each all rank pari passu with one another. 2.3 PROPOSED FREE WARRANTS ISSUE The Proposed Free Warrants Issue involves the issuance of up to million Warrants on the basis of one (1) Warrant for every five (5) existing TCB Shares held by the Entitled Shareholders after the completion of the Proposed Share Split. The aggregate issuance of up to million Warrants under the Proposed Free Warrants Issue was arrived at after taking into consideration the issued and paid-up share capital of TCB of RM million comprising 1, million TCB Shares after the Proposed Share Split (assuming the exercise of all Outstanding ESOS followed by the completion of the Private Placement, prior to the Entitlement Date) Listing and quotation for the Warrants and the new ordinary shares of the Company arising from the exercise of the Warrants An application will be made for the admission of the Warrants to the Official List of Bursa Securities as well as for the listing and quotation for the Warrants and the new ordinary shares of the Company to be allotted and issued arising from the exercise of the Warrants on the Main Market of Bursa Securities Basis of determining the issue price and exercise price of the Warrants The Warrants are issued at no cost to the shareholders on a rights basis. The exercise price of the Warrants shall be determined by the Board after the receipt of all relevant approvals but before the Entitlement Date, after taking into consideration the theoretical ex-price of TCB Shares after the Private Placement and the Proposed Share Split. In any case, the exercise price of the Warrants is expected to be fixed at a premium of at least 15.0% over the theoretical ex-price of TCB Shares and shall in no event be lower than the par value of TCB Shares Entitlement to the Warrants The Warrants to be issued under the Proposed Free Warrants Issue will be provisionally allotted and issued to the Entitled Shareholders. In determining the shareholders entitlement to the Warrants, fractional entitlements of the Warrants under the Proposed Free Warrants Issue, if any, shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient and in the best interests of the Company. 3

4 2.3.4 Ranking of the new TCB Shares arising from the exercise of the Warrants The new TCB Shares to be issued arising from the exercise of the Warrants shall, upon allotment and issuance, rank pari passu in all respects with the then existing TCB Shares, save and except that the new TCB Shares will not be entitled to any dividends, rights, allotments and/or other distributions where the entitlement date precedes the relevant date of allotment and issuance of the new TCB Shares arising from the exercise of the Warrants Indicative salient terms of the Warrants The indicative salient terms of the Warrants are set out below: Issuer : TCB Issue size : Up to million Warrants Issue price : The Warrants are free and shall be issued at no cost to the Entitled Shareholders Form : The Warrants will be issued in registered form and constituted by a deed poll to be executed ( Deed Poll ) Exercise rights : Each Warrant carries the entitlement, at any time during the exercise period (as described below) to subscribe for one (1) new TCB Share at the exercise price (as described above), subject to adjustments in accordance with the provisions of the Deed Poll Exercise price : The exercise price of the Warrants shall be determined by the Board after the receipt of all relevant approvals but before the Entitlement Date, after taking into consideration the theoretical ex-price of TCB Shares after the Private Placement and the Proposed Share Split. The exercise price of the Warrants is expected to be fixed at a premium of at least 15.0% over the theoretical ex-price of TCB Shares and shall in no event be lower than the par value of TCB Shares Rights of the Warrants : The holder of Warrants is not entitled to vote in any general meeting of the Company or participation in any form of distribution and/or offer of further securities to the ordinary shareholders in the Company until and unless such holders of Warrants are issued with new shares in TCB arising from the exercise of their Warrants in accordance with the terms and conditions contained in the Deed Poll Exercise period : The Warrants may be exercised at any time within three (3) years commencing on and including the date of issuance of the Warrants and ending at 5.00 p.m. on the date preceding the third (3rd) anniversary of the date of issuance, or if such day is not a market day, then it shall be the market day immediately preceding the said non-market day. Any Warrant not exercised during the exercise period will thereafter lapse and cease to be valid 4

5 Board lots : For the purposes of trading on Bursa Securities, one (1) board lot of Warrants shall comprise 100 units of Warrants carrying the rights to subscribe for 100 new TCB Shares at any time during the exercise period (as described above), or such denomination as determined by Bursa Securities Ranking of new shares : All the TCB Shares to be issued upon the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all respects with the then existing TCB Shares, save and except that the TCB Shares shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution which may be declared, made or paid before the date of allotment of such TCB Shares Listing of the Warrants : An application will be made to Bursa Securities for the listing of and quotation for the Warrants on the Main Market of Bursa Securities Adjustments in the exercise price and/or number of Warrants Rights in the event of winding up, liquidation, compromise and/or arrangement : The exercise price (as described above) and/or the number of unexercised Warrants shall be adjusted in the event of alteration to the share capital of the Company, capital distribution or issue of shares in accordance with the provisions of the Deed Poll : Where a resolution has been passed for a member s voluntary winding up of the Company, or where there is a compromise or arrangement, whether or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with one or more companies, then every holder of Warrants shall be entitled upon and subject to the provisions of the Deed Poll at any time within six (6) weeks after the passing of such resolution for a member s voluntary winding up of the Company or within six (6) weeks after the granting of the court order approving the compromise or arrangement, by the irrevocable surrender of his/her Warrants to the Company, elect to be treated as if he/she had immediately prior to the commencement of such winding up, compromise or arrangement, exercised the exercise rights represented by such Warrants to the extent specified in the relevant exercise forms and be entitled to receive out of the assets of the Company which would be available in liquidation as if he/she had on such date been the holder of the new TCB Shares to which he/she would have been entitled to pursuant to such exercise Governing Law : Laws of Malaysia Utilisation of proceeds The Proposed Free Warrants Issue is not expected to immediately raise any funds for the Company as the Warrants will be issued at no cost to the Entitled Shareholders. However, the exact quantum of proceeds that may be raised by TCB from the exercise of the Warrants would depend upon the actual number of Warrants exercised and the exercise price of the Warrants. The proceeds arising from the exercise of the Warrants shall be utilised for the Company s working capital purposes. 5

6 3. RATIONALE FOR THE PROPOSALS 3.1 Proposed Share Split The Proposed Share Split is expected to enhance the marketability and trading liquidity of the ordinary shares of TCB on Bursa Securities as a result of the increase in number of shares in issue. In addition, the Proposed Share Split will result in an adjustment to the market price of TCB s ordinary shares, making the shares more affordable and appealing to a wider group of public shareholders and/or investors to participate in the growth of the Company. The Proposed Share Split will also enable the shareholders of TCB to have a larger number of ordinary shares in TCB while maintaining their percentage of equity interest in TCB. 3.2 Proposed Amendments The Proposed Amendments is to facilitate the implementation of the Proposed Share Split. 3.3 Proposed Free Warrants Issue The Proposed Free Warrants Issue aims to reward existing shareholders of the Company for their continuing support as the Proposed Free Warrants Issue would: (i) (ii) (iii) (iv) enable the existing shareholders of the Company to participate in an equity derivative of the Company without incurring any cost; provide the existing shareholders of the Company with an opportunity to increase equity in the Company at a predetermined exercise price during the tenure of the Warrants; allow the existing shareholders of TCB to further participate in the future prospects and growth of the Company and any potential capital appreciation arising thereof to the extent if any of the Warrants are exercised during the tenure of the Warrants; and strengthen the capital base and market capitalisation of the Company to the extent if any of the Warrants are exercised during the tenure of the Warrants. 4. EFFECTS OF THE PROPOSALS The Proposed Amendments will not have any effect on the share capital, substantial shareholders shareholdings in the Company, net assets ( NA ), gearing and consolidated earnings and earnings per share ( EPS ) of TCB. The effects of the Proposed Share Split and Proposed Free Warrants Issue have been illustrated based on the following scenarios: Minimum Scenario Maximum Scenario : Assuming that none of the Outstanding ESOS are exercised prior to the Entitlement Date and completion of the Private Placement. : Assuming that all of the Outstanding ESOS are exercised prior to the Entitlement Date and completion of the Private Placement. 4.1 Issued and paid-up share capital The proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the issued and paid-up share capital of TCB are set out in Table 1. 6

7 4.2 NA, NA per share and gearing The proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the NA, NA per share and gearing of the TCB and its subsidiaries ( TCB Group ) based on the audited financial statements of the TCB Group for the financial year ended ( FYE ) 31 December 2014 are set out in Table Substantial shareholders shareholdings The Proposed Share Split and Proposed Free Warrants Issue will not have any effect on the percentage of the substantial shareholders shareholding in TCB. However, the number of shares held by the substantial shareholders in TCB will increase proportionately as a result of the Proposed Share Split and Proposed Free Warrants Issue. The proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the substantial shareholders shareholdings in TCB are set out in Table Earnings and EPS The Proposed Share Split and Proposed Free Warrants Issue are not expected to have any material effect on the earnings of the Group for the FYE 31 December However, there will be a corresponding dilution in the EPS of the TCB Group as a result of the increase in the number of ordinary shares of TCB pursuant to the Proposed Share Split and Proposed Free Warrants Issue. 4.5 Convertible Securities Save for the Outstanding ESOS, TCB does not have any convertible securities as at the date of this announcement. Any necessary adjustments to the terms and conditions of the Outstanding ESOS arising from the Proposals will be governed by the terms of the ESOS by-laws approved by the shareholders of TCB on 28 June APPROVALS REQUIRED AND CONDITIONALITY 5.1 Approvals required The Proposals are subject to the following approvals being obtained: (i) Bursa Securities, for the following: (a) (b) the admission of the Warrants to the Official List of Bursa Securities; and the listing of and quotation for the subdivided Shares, Warrants as well as the new Shares to be issued arising from the exercise of Warrants, on the Main Market of Bursa Securities; (ii) (iii) the shareholders of the Company, for the Proposals at an extraordinary general meeting to be convened; and any other relevant authorities, where required. 7

8 5.2 Inter-conditionality The completion of the Proposed Share Split and the Proposed Amendments is interconditional upon each other. The completion of the Proposed Share Split and Proposed Amendments are not conditional upon the Proposed Free Warrants Issue but the completion of the Proposed Free Warrants Issue is however conditional upon the completion of the Proposed Share Split and Proposed Amendments. Save for the above, the completion of the Proposals is not conditional upon any other corporate proposals of the Company. 6. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors, substantial shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposals save for their respective entitlements as shareholders of the Company which are also available to all other existing shareholders of TCB. 7. STATEMENT BY THE BOARD After having considered all aspects of the Proposals, the Board is of the opinion that the Proposals are in the best interest of the Company. 8. ADVISER CIMB has been appointed as the Principal Adviser to the Company for the Proposals. 9. ESTIMATED TIMEFRAME FOR COMPLETION Subject to all the required approvals being obtained and prevailing market conditions, the Board expects the Proposals to be completed by the fourth (4 th ) quarter of APPLICATIONS TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the applications to the relevant authorities for the Proposals are expected to be submitted within one (1) month from the date of this Announcement. This announcement is dated 22 July

9 Table 1 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the issued and paid-up share capital of TCB Minimum Scenario Maximum Scenario Par value TCB Shares RM TCB Shares RM As at the LPD RM ,571, ,285, ,571, ,285,790 Arising from the full exercise of the Outstanding ESOS RM (1) 1,300,000 (1) 650, ,571, ,285, ,871, ,935,790 Arising from the Private Placement RM ,857,158 21,928,579 43,987,158 21,993, ,428, ,214, ,858, ,929,369 Enlarged issued and paid-up share capital after the Proposed Share Split To be issued pursuant to the Proposed Free Warrants Issue Enlarged issued and paid-up share capital after the Proposed Share Split and Proposed Free Warrants Issue RM0.20 1,206,071, ,214,369 1,209,646, ,929,369 RM ,214,369 48,242, ,929,369 48,385,874 1,447,286, ,457,243 1,451,576, ,315,243 Note: (1) Assuming the full exercise of the Outstanding ESOS. 9

10 Table 2 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the NA, NA per share and gearing of the TCB Group Minimum Scenario Audited as at 31 December 2014 (1) After adjustment for the exercise of Outstanding ESOS up to LPD (2) After the Private Placement I II III After I and the Proposed Share Split (3) After II and the full exercise of the Warrants RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 218, , , , ,457 Share premium 74,176 78, , , ,034 Share option reserve 1, Currency translation reserve 25,140 25,140 25,140 25,140 25,140 Available-for-sale reserve (2) (2) (2) (2) (2) Merger deficit (71,500) (71,500) (71,500) (71,500) (71,500) Retained earnings 604,110 (6) 604, ,167 (4) 603, ,717 Total equity attributable to Owners of the Company 851, , , ,554 1,307,430 Non-controlling interests 523, , , , ,668 Total equity 1,375,429 1,379,382 1,498,672 1,498,222 1,831,098 Number of TCB Shares ( 000) 436, , ,429 1,206,072 1,447,286 NA per share (RM) Total borrowings (RM 000) 741, , , , ,113 (5) Gearing (times) Notes: (1) Adjustment for the exercise of 2,080,000 Outstanding ESOS at an exercise price of RM1.90 and the lapse of 124,000 Outstanding ESOS with an approximate intrinsic value of RM0.457 per Outstanding ESOS between January 2015 and the LPD. (2) Assuming the issuance of 43,857,158 placement shares is based on the illustrative issue price of RM2.72 per placement share, representing a 10.0% discount to the 5-day volume weighted average market price of TCB Shares up to and including the LPD of RM3.02. (3) After adjusting for the full exercise of the Warrants at the illustrative exercise price of RM1.38 per Warrant, representing a 15.0% premium to the theoretical ex-price of TCB Shares. (4) After deducting the estimated expense for the Proposals of approximately RM450,000. (5) Calculated based on total borrowings divided by total equity attributable to Owners of the Company. (6) Adjustment for the lapse of 124,000 Outstanding ESOS with an approximate intrinsic value of RM0.457 per Outstanding ESOS. 10

11 Table 2 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the NA, NA per share and gearing of the TCB Group (cont d) Maximum Scenario Audited as at 31 December 2014 (1) After adjustment for the exercise of Outstanding ESOS up to LPD (2) After the full exercise of Outstanding ESOS I II III IV (3) After I and the After II and the After III and the Proposed Share full exercise of Private Placement Split Warrants RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 218, , , , , ,315 Share premium 74,176 78,039 80, , , ,559 Share option reserve 1, (7) Currency translation reserve 25,140 25,140 25,140 25,140 25,140 25,140 Available-for-sale reserve (2) (2) (2) (2) (2) (2) Merger deficit (71,500) (71,500) (71,500) (71,500) (71,500) (71,500) Retained earnings 604,110 Total equity attributable to Owners of the Company (8) 604, , ,167 (6) 603, , , , , , ,366 1,311,229 Non-controlling interests 523, , , , , ,668 Total equity 1,375,429 1,379,382 1,381,839 1,501,484 1,501,034 1,834,897 Number of TCB Shares ( 000) 436, , , ,859 1,209,647 1,451,576 NA per share (RM) Total borrowings (RM 000) 741, , , , , ,113 (5) Gearing (times) Notes: (1) Adjustment for the exercise of 2,080,000 Outstanding ESOS at an exercise price of RM1.90 and the lapse of 124,000 Outstanding ESOS with an approximate intrinsic value of RM0.457 per Outstanding ESOS between January 2015 and the LPD. (2) Assuming all Outstanding ESOS are exercised into 21,000 TCB Shares at RM1.31 each and 1,279,000 TCB Shares at RM1.90. (3) Assuming the issuance of 43,987,158 placement shares is based on the illustrative issue price of RM2.72 per placement share, representing a 10.0% discount to the 5-day volume weighted average market price of TCB Shares up to and including the LPD of RM3.02. (4) After adjusting for the full exercise of the Warrants at the illustrative exercise price of RM1.38 per Warrant, representing a 15.0% premium to the theoretical ex-price of TCB Shares. (5) Calculated based on total borrowings divided by total equity attributable to Owners of the Company. (6) After deducting the estimated expense for the Proposals of approximately RM450,000. (7) After adjusting for the exercise of 1,279,000 Outstanding ESOS with an approximate intrinsic value of RM0.457 per Outstanding ESOS. (8) Adjustment for the lapse of 124,000 Outstanding ESOS with an approximate intrinsic value of RM0.457 per Outstanding ESOS. 11

12 Table 3 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the substantial shareholders shareholdings in TCB (i) Minimum Scenario I II Substantial shareholders As at the LPD (7) After the Private Placement After I and the Proposed Share Split Direct Indirect Direct Indirect Direct Indirect TCB Shares % TCB Shares % TCB Shares % TCB Shares % TCB Shares % TCB Shares % Tali-Eaux Sdn Bhd 92,012, ,012, ,031, Water Clinic Sdn Bhd 64,800, ,800, ,000, Malar Terang Sdn Bhd 29,913, ,913, ,783, Century General Water (M) Sdn Bhd 31,640, ,640, ,101, Mr. Vijay Vijendra Sethu 25,500, (1) 18,000, ,500, (1) 18,000, ,750, (1) 45,000, Mal Monte Sdn Bhd 23,004, ,004, ,510, Anekawal Sdn Bhd - - (2) 92,012, (2) 92,012, (2) 230,031, LGB Holdings Sdn Bhd - - (3) 241,370, (3) 241,370, (3) 603,425, Adil Cita Sdn Bhd - - (4) 123,652, (4) 123,652, (4) 309,132, Y.Bhg. Dato Lim Chee Meng 585, (5) 241,640, , (5) 241,640, ,464, (5) 604,100, Mr. Lim Chin Sean - - (5) 241,640, (5) 241,640, (5) 604,100, GSL Development Sdn Bhd - - (6) 31,640, (6) 31,640, (6) 79,101, Notes: (1) Indirect interest through a family trust. (2) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd. (3) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd, Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Century General Water (M) Sdn Bhd and Mal Monte Sdn Bhd. (4) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd and Century General Water (M) Sdn Bhd. (5) Deemed interest by virtue of his substantial shareholdings in Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Tali-Eaux Sdn Bhd, Century General Water (M) Sdn Bhd, Mal Monte Sdn Bhd and LGB Engineering Sdn Bhd. (6) Deemed interest by virtue of its substantial shareholdings in Century General Water (M) Sdn Bhd. (7) Assuming the issuance of 43,857,158 placement shares. 12

13 Table 3 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the substantial shareholders shareholdings in TCB (cont d) (ii) Minimum Scenario III Substantial shareholders After II and the full exercise of the Warrants Direct Indirect TCB Shares % TCB Shares % Tali-Eaux Sdn Bhd 276,037, Water Clinic Sdn Bhd 194,400, Malar Terang Sdn Bhd 89,739, Century General Water (M) Sdn Bhd Mr. Vijay Vijendra Sethu 76,500, ,921, (1) 54,000, Mal Monte Sdn Bhd 69,012, Anekawal Sdn Bhd - - LGB Holdings Sdn Bhd - - Adil Cita Sdn Bhd - - Y.Bhg. Dato Lim Chee Meng 1,757, Mr. Lim Chin Sean - - GSL Development Sdn Bhd - - Notes: (1) Indirect interest through a family trust. (2) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd. (2) 276,037, (3) 724,110, (4) 370,958, (5) 724,920, (5) 724,920, (6) 94,921, (3) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd, Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Century General Water (M) Sdn Bhd and Mal Monte Sdn Bhd. (4) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd and Century General Water (M) Sdn Bhd. (5) Deemed interest by virtue of his substantial shareholdings in Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Tali-Eaux Sdn Bhd, Century General Water (M) Sdn Bhd, Mal Monte Sdn Bhd and LGB Engineering Sdn Bhd. (6) Deemed interest by virtue of its substantial shareholdings in Century General Water (M) Sdn Bhd. 13

14 Table 3 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the substantial shareholders shareholdings in TCB (cont d) (iii) Maximum Scenario Substantial shareholders As at the LPD After the full exercise of Outstanding ESOS (7) After I and the Private Placement Direct Indirect Direct Indirect Direct Indirect TCB TCB Shares % TCB Shares % TCB Shares % TCB Shares % Shares % TCB Shares % Tali-Eaux Sdn Bhd 92,012, ,012, ,012, Water Clinic Sdn Bhd 64,800, ,800, ,800, Malar Terang Sdn Bhd 29,913, ,913, ,913, Century General Water (M) Sdn Bhd Mr. Vijay Vijendra Sethu 25,500, ,640, ,640, ,640, (1) 18,000, ,500, I (1) 18,000, ,500, II (1) 18,000, Mal Monte Sdn Bhd 23,004, ,004, ,004, Anekawal Sdn Bhd - - LGB Holdings Sdn Bhd - - Adil Cita Sdn Bhd - - Y.Bhg. Dato Lim Chee Meng 585, Mr. Lim Chin Sean - - GSL Development Sdn Bhd - - Notes: (1) Indirect interest through a family trust. (2) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd. (2) 92,012, (3) 241,370, (4) 123,652, (5) 241,640, , (5) 241,640, (6) 31,640, (2) 92,012, (3) 241,370, (4) 123,652, (5) 241,640, , (5) 241,640, (6) 31,640, (2) 92,012, (3) 241,370, (4) 123,652, (5) 241,640, (5) 241,640, (6) 31,640, (3) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd, Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Century General Water (M) Sdn Bhd and Mal Monte Sdn Bhd. (4) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd and Century General Water (M) Sdn Bhd. (5) Deemed interest by virtue of his substantial shareholdings in Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Tali-Eaux Sdn Bhd, Century General Water (M) Sdn Bhd, Mal Monte Sdn Bhd and LGB Engineering Sdn Bhd. (6) Deemed interest by virtue of its substantial shareholdings in Century General Water (M) Sdn Bhd. (7) Assuming the issuance of 43,987,158 placement shares. 14

15 Table 3 : Proforma effects of the Proposed Share Split and Proposed Free Warrants Issue on the substantial shareholders shareholdings in TCB (cont d) (iv) Maximum Scenario III IV Substantial shareholders After II and the Proposed Share Split After III and the full exercise of Warrants Direct Indirect Direct Indirect TCB Shares % TCB Shares % TCB Shares % TCB Shares % Tali-Eaux Sdn Bhd 230,031, ,037, Water Clinic Sdn Bhd 162,000, ,400, Malar Terang Sdn Bhd 74,783, ,739, Century General Water (M) Sdn Bhd 79,101, ,921, Mr. Vijay Vijendra Sethu 63,750, (1) 45,000, ,500, (1) 54,000, Mal Monte Sdn Bhd 57,510, ,012, Anekawal Sdn Bhd - - LGB Holdings Sdn Bhd - - Adil Cita Sdn Bhd - - Y.Bhg. Dato Lim Chee Meng 1,464, Mr. Lim Chin Sean - - GSL Development Sdn Bhd - - Notes: (1) Indirect interest through a family trust. (2) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd. (2) 230,031, (3) 603,425, (4) 309,132, (5) 604,100, ,757, (5) 604,100, (6) 79,101, (2) 276,037, (3) 724,110, (4) 370,958, (5) 724,920, (5) 724,920, (6) 94,921, (3) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd, Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Century General Water (M) Sdn Bhd and Mal Monte Sdn Bhd. (4) Deemed interest by virtue of its substantial shareholdings in Tali-Eaux Sdn Bhd and Century General Water (M) Sdn Bhd. (5) Deemed interest by virtue of his substantial shareholdings in Malar Terang Sdn Bhd, Water Clinic Sdn Bhd, Tali-Eaux Sdn Bhd, Century General Water (M) Sdn Bhd, Mal Monte Sdn Bhd and LGB Engineering Sdn Bhd. (6) Deemed interest by virtue of its substantial shareholdings in Century General Water (M) Sdn Bhd. 15