LIEN HOE CORPORATION BERHAD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965)

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in Lien Hoe Corporation Berhad, you should at once hand this Circular together with the accompanying Form of Proxy contained in the 2015 Annual Report of the Company to the purchasers, transferees or the agent through whom you affected the sale or transfer for onward transmission to the purchasers or transferees. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. Bursa Securities has not perused the Proposed Amendment (as defined herein) and the Proposed Share Buy-Back (as defined herein) in Part A and Part B of this Circular respectively before its issuance as they are prescribed as Exempt Transactions. Shareholders should rely on their own evaluation to assess the merits and risks of the Proposals set out herein. LIEN HOE CORPORATION BERHAD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965) PART A CIRCULAR TO SHAREHOLDERS IN RELATION TO (I) (II) PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY FROM RM361,742,241 COMPRISING 361,742,241 ORDINARY SHARES OF RM1.00 EACH TO RM90,435,560 COMPRISING 361,742,241 ORDINARY SHARES OF RM0.25 EACH VIA THE CANCELLATION OF RM0.75 FROM THE PAR VALUE OF EACH EXISTING ORDINARY SHARE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ( ACT ) ( PROPOSED SHARE PAR VALUE REDUCTION ) PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED SHARE PAR VALUE REDUCTION ( PROPOSED AMENDMENT ) PART B STATEMENT TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF SHAREHOLDERS APPROVAL FOR THE PURCHASE OF UP TO 10% OF THE ISSUED AND PAID UP SHARE CAPITAL OF THE COMPANY ( PROPOSED SHARE BUY-BACK ) Adviser for (I) and (II) of Part A corporate advisers (Company No A) licensed corporate finance adviser The above proposals will be tabled as Special Business at the Company s 46th Annual General Meeting to be convened and held at Iskandar I, Level 3A, Block 1, Hotel Jen Puteri Harbour, Johor, Persiaran Puteri Selatan, Puteri Harbour,79000 Nusajaya, Johor Darul Takzim on Friday, 17 June 2016 at 11 a.m. The Notice of 46th Annual General Meeting and the Form of Proxy are enclosed in the 2015 Annual Report of the Company. The Form of Proxy must be completed and deposited at the Company s Registered Office at 3rd floor, Plaza Armada, Lot 6, Lorong Utara C, Section 52, Petaling Jaya, Selangor Darul Ehsan, not later than 48 hours before the time stipulated for holding of the meeting or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so. This Circular is dated 28 April 2016.

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Act : Companies Act, 1965 AGM Board Bursa Securities Code FYE Group High Court Listing Requirements : Annual general meeting : Board of directors : Bursa Malaysia Securities Berhad : The Malaysian Code on Take-Overs and Mergers, 2010 including any amendments made from time to time : Financial year ended : Lien Hoe Corporation Berhad and its subsidiary companies : High Court of Malaya : The Main Market Listing Requirements of Bursa Securities Malaysia Berhad LPD : Latest practicable date, prior to the printing of this Circular, that is 18 April 2016 Proposals Proposed Amendment Proposed Share Par Value Reduction : Proposed Share Par Value Reduction and Proposed Amendment, collectively : Proposed Amendment to the Memorandum of Association of the Company to facilitate the Proposed Share Par Value Reduction : Proposed reduction of the issued and paid-up share capital of the Company from RM361,742,241 comprising 361,742,241 ordinary shares of RM1.00 each to RM90,435,560 comprising 361,742,241 ordinary shares of RM0.25 each via the cancellation of RM0.75 from the par value of each existing ordinary share pursuant to Section 64 of the Act Proposed Share Buy-Back : Proposed renewal of shareholders approval for the Company to purchase its own shares of an amount, which, when aggregated with the existing treasury shares, does not exceed 10% of the prevailing issued and paid-up share capital of the Company Purchase Shares RM Shares : Shares purchased pursuant to the Proposed Share Buy-Back : Ringgit Malaysia : Ordinary share(s) of RM0.25 each in the Company after the Proposed Share Par Value Reduction Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. All reference to you or your in this Circular are to the shareholders of the Company. i

3 CONTENTS PART A PAGE LETTER TO THE SHAREHOLDERS OF THE COMPANY CONTAINING:- 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS 2 3. RATIONALE FOR THE PROPOSALS 3 4. EFFECTS OF THE PROPOSALS 4 5. SHARE PRICE PERFORMANCE 5 6. APPROVALS REQUIRED 5 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 6 8. DIRECTORS RECOMMENDATION 6 9. ESTIMATED TIME FRAME FOR COMPLETION OUTSTANDING PROPOSALS BUT PENDING COMPLETION ANNUAL GENERAL MEETING FURTHER INFORMATION 6 PART B LETTER TO THE SHAREHOLDERS OF THE COMPANY CONTAINING:- 1. INTRODUCTION 7 2. DETAILS OF THE PROPOSED SHARE BUY-BACK 8 3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK DISADVANTANGES OF THE PROPOSED SHARE BUY-BACK FINANCIAL EFFECTS OF THE PROPOSED SHARE-BACK APPROVALS REQUIRED DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION ANNUAL GENERAL MEETING FURTHER INFORMATION 13 APPENDICES I SUMMARY OF FINANCIAL INFORMATION 14 II FURTHER INFORMATION 16 III EXTRACT OF NOTICE OF 46th AGM 17 ii

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5 PART A LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHARE PAR VALUE REDUCTION AND PROPOSED AMENDMENT

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7 LIEN HOE CORPORATION BERHAD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: 3rd floor, Plaza Armada Lot 6, Lorong Utara C Section Petaling Jaya Selangor Darul Ehsan 28 April 2016 The Board of Directors: Mr Yeoh Chong Keat (Chairman, Independent Non-executive Director) Dato Yap Sing Hock (Managing Director) Mr Cheong Marn Seng, Allen (Executive Director) Dr Teoh Kim Loon (Independent Non-executive Director) Dato Tea Choo Keng (Independent Non-executive Director) Ms Yap Tse Yeeng Christine (Non-Independent and Non-Executive Director) To: The Shareholders of Lien Hoe Corporation Berhad Dear Sir/Madam (I) PROPOSED SHARE PAR VALUE REDUCTION (II) PROPOSED AMENDMENT (COLLECTIVELY REFERRED TO AS THE PROPOSALS ) 1. INTRODUCTION It was announced on 21 March 2016 that our Company proposes to undertake the Proposals. Further details of the Proposals are set out in the ensuing sections. The purpose of this Circular is to provide you with the relevant details of the Proposals and to seek your approval for the special resolutions pertaining to the Proposals to be tabled at the forthcoming AGM to be convened and held at Iskandar I, Level 3A, Block 1, Hotel Jen Puteri Harbour, Johor, Persiaran Puteri Selatan, Puteri Harbour, Nusajaya, Johor Darul Takzim on Friday, 17 June 2016 at 11 a.m. The Notice of AGM together with the Form of Proxy are set out in the 2015 Annual Report of the Company. YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESPECTIVE SPECIAL RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT OUR FORTHCOMING AGM. 1

8 2. DETAILS OF THE PROPOSALS 2.1 Proposed Share Par Value Reduction The Company proposes to reduce its existing issued and paid-up share capital comprising ordinary shares of RM1.00 each credited as fully paid-up via the cancellation of RM0.75 from the par value of each existing ordinary shares pursuant to Section 64 of the Act. As at the LPD, the existing issued and paid-up share capital of the Company is RM361,742,241 comprising 361,742,241 ordinary shares of RM1.00 each credited as fully paid-up. On completion of the Proposed Share Par Value Reduction, the issued and paid-up share capital of the Company will be reduced to RM90,435,560 comprising 361,742,241 ordinary shares of RM0.25 each credited as fully paid-up. The cancellation of RM0.75 in par value will give rise to a credit of RM271,306,681 which will be utilised to set off against accumulated losses of the Company and the remaining balance will be credited to the retained earnings of the Company for utilisation in a manner to be determined by the Board at a later date and in the best interest of the Company as permitted by the relevant and applicable laws and the Listing Requirements, including but not limited to capitalisation of such reserve for future corporate exercise. Based on the audited financial statements for the financial year ended 31 December 2015, the proforma effects of the Proposed Share Par Value Reduction on the accumulated losses of the Company and its subsidiaries ( Group ) are as follows:- Audited as at 31 December 2015 Company level RM 000 Group level RM 000 Accumulated losses (194,565) (188,620) Credit arising from Proposed Share Par Value Reduction 271, ,307 Resultant retained earnings 76,742 82,687 Please refer to Appendix I for the Group s summary of financial information for the past five years. The Proposed Share Par Value Reduction will not result in any adjustment to the market price of the Company s shares or the number of shares held by the shareholders. The effective date for the Proposed Share Par Value Reduction will be the date of lodgement of the court order for the Proposed Share Par Value Reduction with the Companies Commission of Malaysia. 2.2 Proposed Amendment The Proposed Amendment entails the amendment to the Memorandum of Association of the Company to reflect the changes in the par value from RM1.00 to RM0.25 as a result of the Proposed Share Par Value Reduction. 2

9 Details of the Proposed Amendment are as follows: Memorandum of Association Clause No. Existing Provision New Provision 5 The authorised capital of the Company is Malaysia Ringgit One Billion (RM1,000,000,000) divided into 1,000,000,000 Ordinary Shares of Malaysian Ringgit One (RM1.00) each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. The authorised capital of the Company is Malaysia Ringgit One Billion (RM1,000,000,000) divided into 4,000,000,000 Ordinary Shares of RM0.25 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. 3. RATIONALE FOR THE PROPOSALS 3.1 Proposed Share Par Value Reduction The market price of the Company s shares has been below the par value for a number of years. The reduction of the par value to RM0.25 will potentially reduce the gap between the market price of the shares and the par value. At present, the Company can only issue new shares at a price not less than the par value of RM1.00. The Proposed Share Par Value Reduction will offer the Company greater latitude in new share issuance for funds raising, merger and acquisition and other corporate transactions. In addition, the Proposed Share Par Value Reduction will enable the Company to rationalise its balance sheet by eliminating the accumulated losses and henceforth provide a better financial platform for the Company in future. 3.2 Proposed Amendment The Proposed Amendment entail the consequential amendment to the Memorandum of Association of the Company to facilitate the reduction in the par value from RM1.00 to RM0.25 resulting from the Proposed Share Par Value Reduction. 3

10 4. EFFECTS OF THE PROPOSALS The financial effects of the Proposed Share Par Value Reduction are set out in the ensuing subsections. 4.1 Share capital The effects of the Proposed Share Par Value Reduction on the issued and paid-up share capital of the Company are set out below:- Par Value Issued and RM No. of Shares (i) Paid-up Share Capital (i) RM As at LPD ,742, ,742,241 The Proposed Share Par Value Reduction After The Proposed Share Par Value Reduction (0.75) - (271,306,681) ,742,241 90,435, Substantial shareholders shareholdings The Proposed Share Par Value Reduction will not have any effect on the shareholdings of the substantial shareholders of the Company 4.3 Net Assets and gearing Based on the audited consolidated financial position of the Group as at 31 December 2015, the proforma effects of the Proposed Share Par Value Reduction on the net assets and gearing of the Group are set out below:- Audited as at 31 December 2015 RM 000 After The Proposed Share Par Value Reduction RM 000 Share capital (i) 361,742 90,435 Share premium 51,056 51,056 Treasury shares (5,568) (5,568) Other reserves 21,455 21,455 (Accumulated losses)/ Retained earnings (188,620) 82,617 (iii) Shareholders funds 240, ,995 No of shares ( 000) (ii) 342, ,946 Net assets per share (RM) Borrowings (RM 000) 68,582 68,582 Gearing (times) Notes (i) Including 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. (ii) Excluding 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. (iii) After deducting estimated expenses for the Proposals of RM70,000. 4

11 4.4 Earnings Save for the estimated expenses to be incurred in relation to the Proposals, the Proposed Share Par Value Reduction will not have any material effect on the earnings of the Group. 4.5 Convertible securities The Company does not have any convertible securities in issue as at the LPD. The Proposed Amendment will not have any effect on the financials nor shareholding structure of the Company. 5. SHARE PRICE PERFORMANCE The monthly highest and lowest prices of the Company s shares as traded on Bursa Securities for the past twelve calendar months preceding the LPD are as follows: High RM Low RM April May June July August September October November December January February March April The last transacted price of the Company s shares on 18 March 2016, being the last market day prior to the date of announcement of the Proposals was RM The last transacted price of the Company s shares as at LPD was RM0.26. (Source: Bloomberg) 6. APPROVALS REQUIRED The Proposals are subject to the following approvals being obtained:- (a) (b) shareholders of the Company, for the Proposals at our forthcoming AGM; confirmation of the High Court for the Proposed Share Par Value Reduction pursuant to Section 64 of the Act; and (c) any other relevant authorities, if required. 5

12 The Proposed Share Par Value Reduction and Proposed Amendment are inter-conditional upon each other. The Proposals are not conditional upon any other corporate exercise undertaken or to be undertaken by the Company. 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of your Directors and/or major shareholders of the Company and/or persons connected with them has any interest, whether direct or indirect, in the Proposals. 8. DIRECTORS RECOMMENDATION After careful consideration of all aspects of the Proposals, including the rationale and the effects of the Proposals, your Board is of the opinion that the Proposals are in the best interests of the Company and recommends that you vote in favour of the special resolutions to be tabled at the forthcoming AGM to give effect to the Proposals. 9. ESTIMATED TIME FRAME FOR COMPLETION Barring unforeseen circumstances and subject to receipt of all relevant approvals, the Proposals are expected to be completed during the second half of OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION There are no other corporate proposals announced but pending implementation as at the LPD. 11. ANNUAL GENERAL MEETING The AGM, the notice of which is enclosed in the 2015 Annual Report, will be held at Iskandar I, Level 3A, Block 1, Hotel Jen Puteri Harbour, Johor, Persiaran Puteri Selatan, Puteri Harbour, Nusajaya, Johor Darul Takzim on Friday, 17 June 2016 at 11 a.m. for the purpose of considering, amongst others, the Proposals and if thought fit, passing the special resolutions so as to give effect to the Proposals. If you are unable to attend and vote at the AGM, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions contained herein so as to arrive at the Registered Office of the Company not later than 48 hours before the time fixed for the AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. 12. FURTHER INFORMATION You are advised to refer to Appendix II of this Circular for further information and Appendix III for the extract of the special resolution 1 and 2 on the Proposals which will be tabled as Special Business at the forthcoming AGM. Yours faithfully For and behalf of the Board of Directors LIEN HOE CORPORATION BERHAD YEOH CHONG KEAT Chairman, Independent Non-executive Director 6

13 PART B LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHARE BUY-BACK

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15 LIEN HOE CORPORATION BERHAD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: 3rd floor, Plaza Armada Lot 6, Lorong Utara C Section Petaling Jaya Selangor Darul Ehsan 28 April 2016 The Board of Directors: Mr Yeoh Chong Keat (Chairman, Independent Non-executive Director) Dato Yap Sing Hock (Managing Director) Mr Cheong Marn Seng, Allen (Executive Director) Dr Teoh Kim Loon (Independent Non-executive Director) Dato Tea Choo Keng (Independent Non-executive Director) Ms Yap Tse Yeeng Christine (Non-Independent and Non-Executive Director) To: The Shareholders of Lien Hoe Corporation Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS APPROVAL FOR THE PURCHASE OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY 1. INTRODUCTION It was announced on 1 April 2016 that our Company proposes to seek your approval for the Proposed Share Buy-Back at the forthcoming AGM. The purpose of this Statement is to provide you with the details of the Proposed Share Buy-Back, to set out the Board s recommendation and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM to be convened at Iskandar I, Level 3A, Block 1, Hotel Jen Puteri Harbour, Johor, Persiaran Puteri Selatan, Puteri Harbour, Nusajaya, Johor Darul Takzim on Friday, 17 June 2016 at 11 a.m. The Notice of AGM together with the Form of Proxy are set out in the 2015 Annual Report of the Company. YOU ARE ADVISED TO READ THIS STATEMENT CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHARE BUY-BACK TO BE TABLED AT OUR FORTHCOMING AGM. 7

16 2. DETAILS OF THE PROPOSED SHARE BUY-BACK 2.1 Information on the Proposed Share Buy-Back The Board had at the previous AGM held on 17 June 2015 obtained its shareholders approval for the purchase of up to 10% of the issued and paid-up share capital of the Company. In accordance with the Listing Requirements, the aforesaid approval will continue in force until the conclusion of the forthcoming AGM. The Board proposes to seek its shareholders approval for a renewal of the authority for the Company to purchase its own shares of an amount, which, when aggregated with the existing treasury shares, does not exceed 10% of its prevailing issued and paid-up share capital. The approval from the shareholders of the Company for the Proposed Share Buy-Back shall be effective immediately upon the passing of the ordinary resolution and will continue in force until:- (a) the conclusion of the next AGM of the Company at which time it will lapse, unless the authority is renewed by a resolution passed at a general meeting, either unconditionally or subject to conditions; (b) the expiry of the period within which the next AGM is required by law to be held; or (c) revoked or varied by ordinary resolution passed by the shareholders in general meeting, whichever occurs first. Your approval for the Proposed Share Buy-Back does not impose an obligation on the Company to purchase its own shares. Rather, it will allow the Board to exercise the power of the Company to purchase its own shares at any time within the abovementioned time period. The shares will be purchased from the open market on Bursa Securities via its Automated Trading System and shall exclude any direct business transactions as defined in the Rules of Bursa Securities and shall be transacted through a stockbroker to be appointed. Based on the issued and paid-up share capital of the Company as at 1 April 2016 of RM361,742,241 comprising 361,742,241 ordinary shares of RM1.00 each, the maximum number of shares which may be purchased by the Company shall not exceed 36,174,224 ordinary shares in the Company and the number of shares purchased by the Company and held as treasury shares is 18,796,100. As such, the balance of shares that can be purchased by the Company is 17,378,124 shares. 2.2 Source of funds The total maximum amount of funds to be utilized for the Proposed Share Buy-Back shall not exceed the aggregate of retained profits and/or share premium account of the Company. Based on the latest audited financial statements for the financial year ended 31 December 2015, the share premium account of the Company amounted to RM51,056,000. No set off can be made against the Company s retained profits as based on the latest audited financial statements for the financial year ended 31 December 2015 the Company has accumulated losses of RM194,565,000. The funding for the Proposed Share Buy-Back will be sourced from internally generated funds and/or bank borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of internally generated funds and/or bank borrowings, the repayment capabilities of the Company at the time of purchase and other relevant cost factor. In the event the Company purchases its own shares using external borrowings, the Board will ensure that the Company has sufficient funds to repay the external borrowings and the repayment will not have any material effect on the cash flow of the Company. 8

17 2.3 Treatment of the Purchased Shares In accordance with section 67A (3A) of the Companies Act, 1965, your Directors may deal with the Purchased Shares in either of the following manner:- (a) cancel the Purchased Shares; or (b) retain the Purchased Shares as treasury shares, which may be distributed as dividends to the shareholders, and/or resold on Bursa Securities; or (c) retain part of the Purchased Shares as treasury shares and cancel the remainder. It is the present intention of your Directors to retain the Purchased Shares as treasury shares and subsequently resell them on Bursa Securities if the opportunity arises for the Company to realize gains from the resale. However, your Directors may distribute the Purchased Shares as share dividends to reward the shareholders which will depend on the availability of, among others, retained profits and share premium credit or cancel the Purchased Shares if your Directors deem that there is excess share capital and wish to reduce the number of shares in circulation. While the Purchased Shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in any other distributions or otherwise are suspended. Shares held in treasury shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholdings, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote at a meeting. 2.4 Public shareholding spread As at the 1 April 2016, the public shareholding spread of the Company was 57.54%. The public shareholding spread of the Company will reduce to 55.27% assuming the Proposed Share Buy-Back is implemented in full and the shareholdings of the Directors and substantial shareholders of the Company and persons connected with them remain unchanged. In implementing the Proposed Share Buy-Back, the Company will ensure that the minimum public shareholding spread of 25% is complied with. 2.5 Regulatory requirements Based on the Listing Requirements, the Proposed Share Buy-Back is subject to inter-alia, the following:- (a) the Company must ensure that it will not purchase its own shares which will result in its public shareholding spread falling below the minimum required level of 25%. (b) the purchase price of the Company s shares cannot be more than 15% above the weighted average market price of the Company s shares for the five market days immediately prior to the date of the purchase; (c) the Company may only resell the treasury shares on Bursa Securities at:- (i) a price which is not less than the weighted average market price for the shares for the past five market days immediately before the resale; or (ii) a discounted price of not more than 5% to the weighted average market price for the shares for the five market days immediately before the resale provided that:- the resale takes place no earlier than thirty days from the date of purchase; and the resale price is not less than the cost of purchase of the shares being resold; 9

18 (d) the Proposed Share Buy-Back must be made wholly out of retained profits (if any) and/or the share premium accounts of the Company. 2.6 Implication of the Code Based on the Company s Register of Substantial Shareholders as at 1 April 2016, the provisions on mandatory takeovers under the Code may be triggered by the substantial shareholders together with persons acting in concert with them if the shares purchased exceeds a certain level. In this regards, your Board will ensure that the purchase of the Company s shares is carried out after taking into consideration the provisions of the Code. 3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back will provide an opportunity to the Company to purchase its own shares when the market does not fully reflect the value of the shares. If the Purchased Shares are subsequently cancelled, the Proposed Share Buy-Back may strengthen the earnings per share of the Company. The Purchased Shares can also be held as treasury shares and resold on Bursa Securities at a higher price with the intention of realizing a potential gain without affecting the total and issued share capital of the Company. Alternatively, the treasury shares may be distributed as share dividends to reward the shareholders of the Company. 4. DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back will reduce the financial resources of the Company which may result in the Company foregoing better investment opportunities that may emerge in the future. Since the Proposed Share Buy-Back can only be paid out from retained profits and/or share premium account, it may result in the reduction of financial resources available for distribution to the shareholders of the Company in the immediate future. 5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK The financial effects of the Proposed Share Buy-Back on the issued and paid-up share capital, substantial shareholders interest, directors interest, earnings, net assets and working capital are as follows:- 5.1 Share capital The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the Company will depend on whether the Purchased Shares are cancelled or retained as treasury shares. Based on the Company s issued and paid-up share capital as at 1 April 2016, the effect of the Proposed Share Buy-Back, assuming that the Purchased Shares are cancelled, are as follows:- No of ordinary shares of RM1.00 each RM Issued and paid-up share capital 361,742,241* 361,742,241 Less: Maximum number of shares that may be purchased pursuant to the Proposed Share Buy-Back (36,174,224) (36,174,224) Resultant issued and paid-up share capital 325,568, ,568,017 * Inclusive of 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. In the event that the Purchased Shares are retained as treasury shares, resold or distributed to shareholders, the Proposed Share Buy-Back will have no effect on the issued and paid-up share capital of the Company. 10

19 5.2 Substantial shareholders interest The effects of the Proposed Share Buy-Back on the interests of the substantial shareholders of the Company would depend on the number of shares purchased. Assuming that the Company purchases 10% of the issued and paid up share capital pursuant to the Proposed Share Buy-Back, and the Purchased Shares are subsequently cancelled, the effects of the Proposed Share Buy-Back on the interests of the substantial shareholders are as follows:- Shareholdings as at 1 April 2016 Shareholdings assuming the Proposed Share Buy-Back is effected in full Direct Indirect Direct Indirect No. of shares % (i) No. of shares % (i) No. of shares % No. of shares % Dato Yap Sing Hock 108,545, ,545, Belastra Sdn Bhd 35,447, ,447, Notes: (i) Excluding 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. 5.3 Directors Interest The effects of the Proposed Shares Buy-Back on the interests of your Directors in the Company would depend on the number of shares purchased. Assuming that the Company purchases 10% of the issued and paid up share capital pursuant to the Proposed Share Buy-Back, and the Purchased Shares are subsequently cancelled, the effects of the Proposed Share Buy-Back on the interests of the Directors are as follows:- Shareholdings as at 1 April 2016 Shareholdings assuming Proposed Share Buy-Back effected in full Direct Indirect Direct Indirect No. of shares % (ii) No. of shares % (ii) No. of shares % No. of shares % Mr Yeoh Chong Keat Dato Yap Sing Hock 108,545, ,545, Mr Cheong Marn Seng 720, , Dr Teoh Kim Loon 900, , Dato Tea Choo Keng Ms Yap Tse Yeeng Christine ,545,167 (i) ,545,167 (i) Notes: (i) Deemed interest by virtue of the shareholdings of her father, Dato Yap Sing Hock in the Company. (ii) Excluding 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. 11

20 5.4 Earnings The effects of the Proposed Share Buy-Back on the earnings of the Company would depend on the purchase price, the number of shares purchased and the effective funding cost of the purchases. All things being equal, where the Purchased Shares are retained as treasury shares or cancelled, the earnings per share will increase due to lower number of shares outstanding. 5.5 Net assets The net assets per share of the Company will be reduced if the purchase price exceeds the net assets per share at the time of purchase. Conversely, the net assets per share of the Company will increase if the purchase price is less than the net assets per share at the time of purchase. 5.6 Working capital The Proposed Share Buy-Back will reduce the working capital and cash flow of the Group, the quantum of which depends on the purchase price and number of shares purchased. 6. APPROVAL REQUIRED The Proposed Share Buy-Back is subject to the approval being obtained from the shareholders of the Company at the forthcoming AGM. 7. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Save for the consequential increase in the percentage shareholdings and/or voting rights of the substantial shareholders and Directors of the Company as a result of the Proposed Share Buy-Back, none of your Directors and substantial shareholders of the Company and persons connected with them has any interest, direct or indirect, in the Proposed Share Buy-Back. 8. DIRECTORS RECOMMENDATION Your Board is unaware of any risks arising from the Proposed Share Buy-Back which could materially or adversely affect the financial and operating conditions of the Company and its subsidiaries. After careful consideration of all aspects of the Proposed Share Buy-Back, your Board is of the opinion that the Proposed Share Buy-Back is in the best interests of the Company and recommends that you vote in favour of the resolution to be tabled at the forthcoming AGM to give effect to the Proposed Share Buy-Back. 9. ANNUAL GENERAL MEETING The AGM, the notice of which is enclosed in the 2015 Annual Report, will be held at Iskandar I, Level 3A, Block 1, Hotel Jen Puteri Harbour, Johor, Persiaran Puteri Selatan, Puteri Harbour, Nusajaya, Johor Darul Takzim on Friday, 17 June 2016 at 11 a.m. for the purpose of considering, amongst others, the Proposed Share Buy-Back and if thought fit, passing the ordinary resolution so as to give effect to the Proposed Share Buy-Back. If you are unable to attend and vote at the AGM, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions contained herein so as to arrive at the Registered Office of the Company not later than 48 hours before the time fixed for the AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so. 12

21 10. FURTHER INFORMATION You are advised to refer Appendix III for an extract of ordinary resolution 2 on the Proposed Share Buy-Back which will be tabled as Special Business at the forthcoming AGM. The Company did not buy any of its own shares in the financial year ended 31 December Yours faithfully For and behalf of the Board of Directors LIEN HOE CORPORATION BERHAD YEOH CHONG KEAT Chairman, Independent Non-executive Director 13

22 SUMMARY OF FINANCIAL INFORMATION APPENDIX I The summary of the audited financial information of the Group for the past five (5) years for FYE 31 December 2011 to 2015 are as follows:- FYE 31 DECEMBER RM 000 RM 000 RM 000 RM 000 RM 000 Revenue 96, , , , ,452 (Loss before tax)/ Profit before tax (6,140) 96,418 4,859 (8,164) (17,256) Income tax expenses (1,955) (2,147) (2,677) (1,196) (460) (Loss after tax)/ Profit after tax (8,095) 94,271 2,182 (9,360) (17,716) No. of shares in issue ( 000)* 342, , , , ,946 (Loss per share)/ Earnings per share (sen) (2.36) (2.73) (5.17) Net Assets/ Shareholders funds 170, , , , ,065 Net Assets per share (RM) Total interest bearing borrowings 41,596 55,942 62,167 65,351 68,582 Gearing ratio (times) * Excluding 18,796,100 ordinary shares repurchased by the Company and retained as treasury shares. Commentary on past performance FYE 31 December 2011 The Group s revenue grew by 36.1% to RM96.13 million compared with RM70.64 million in previous year. The growth was mainly driven by higher activities at the building construction division as well as stronger sales at the hotel division. Overall the Group suffered a loss of RM8.09 million as compared to a profit after tax of RM1.11 million in the preceding year despite a better performance at the operating level. The loss was mainly attributable to non-operating expenses such as accrued interest on litigation claims of RM1.89 million, fair value adjustment on share investments and receivables of RM2.07 million, additional depreciation charges of RM1.54 million and higher taxation of RM1.16 million. FYE 31 December 2012 The Group s revenue increased by 30.5% to RM million compared with RM96.13 million in prior year. The increase in revenue was mainly contributed by building construction division which revenue rose from RM62.50 million to RM92.01 million due to the strong progress of new construction projects in Klang Valley. The Group realized a net gain of RM96.10 million arising from the disposal of 5.43 acres of land in Tebrau, Johor Baru pursuant to the execution of a development agreement for construction and sale of 668 units of luxury condominium known as The Peak and a gain of RM2.85 million from the disposal of balance of investment in the shares of Perduren (M) Berhad. After accounting for corporate expenses, interest cost and depreciation charges, the Group registered profit after tax of RM94.27 million. 14

23 SUMMARY OF FINANCIAL INFORMATION APPENDIX I FYE 31 December 2013 The Group posted net profit of RM2.18 million on revenue of RM million, up 17.2% from RM million in previous year. The revenue was boosted by strong performance from the building construction division, along with growth in sale from the hotel division. The increase in revenue from the construction division to RM million was achieved on the back of recognition of income from seven construction projects in the Klang Valley. Improved room sale driven by higher occupancy rate and better room rate was the main reason behind the increased revenue from the hotel division. Operating profit amounted to RM9.12 million, up 80.9% from the preceding year of RM5.04 million after excluding the onetime non-recurring profit of RM96.10 million related to a land development transaction recognized in FYE 31 December After accounting for interest cost and taxation, the Group registered net profit of RM2.18 million. FYE 31 December 2014 The Group recorded revenue of RM million, which is 15.7% lower than the RM million in prior year. The decline in revenue was largely due to lower billing of works by the building construction division, which posted income of RM91.68 million, down RM23.53 million from the previous year. The slow start of new jobs was the main reason behind the significant dip in revenue from the construction division. Income from the hotel division rose marginally by RM0.58 million to RM27.65 million on stronger sales of food and beverage. The Group posted a loss from operations of RM2.72 million, against profit of RM9.12 million in previous year. The operating profit of the construction division took a hit from provision for liquidated ascertained damages pertaining to delay in completion of a project. Higher depreciation charge, impairment loss on receivables and lower other income further contributed to the loss from operations. After accounting for finance cost and taxation, the Group s loss for the year came to RM9.36 million. FYE 31 December 2015 The Group recognized a loss of RM17.72 million on revenue of RM million. The overall financial performance of the Group reflected the difficult business and operating conditions in 2015 for the nation and the economy. All the Group s business units were impacted by the global economic slowdown, the tightening of credit, the introduction of goods and services tax, the falling commodity prices, the weakening ringgit, and the sharp drop in oil price. The Group s revenue rose by RM23.53 million or 18.99% to RM million as compared to RM million in the preceding year. The increase in revenue was the result of higher billing of works by the building construction segment. Spurred by strong progress from on-going jobs and start of new jobs in the second half of the year, the building construction segment recorded jump in revenue to RM million, up RM26.42 million from the previous year. Revenue from the hotel segment was down by RM1.57 million to RM26.08 million owing mainly to substantial drop in room occupancy. The Group registered a loss from operations of RM12.17 million against RM2.72 million of loss in prior year. After accounting for finance cost and taxation, the loss for FY2015 amounted to RM17.72 million. Besides the lower contribution of operating profit from both the building construction and hotel segments, the loss was further weighed down by RM2.24 million in receivable impairment pertaining to a construction client and RM2.70 million in accrual of potential tax liabilities. 15

24 FURTHER INFORMATION APPENDIX II 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by your Board and they collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular false or misleading. 2. CONSENT AND DECLARATION Sierac Corporate Advisers Sdn Bhd has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereon in the form and context in which appears and confirms that no conflict of interest exists or is likely to exist in relation to its role. 3. MATERIAL CONTRACTS Save as disclosed below, as at the LPD, there are no other material contracts (not being contracts entered into in the ordinary course of business) entered into by the Company and/or any of its subsidiaries within the two (2) years immediately preceding the date of this Circular. 4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION As at the LPD, neither the Company nor our subsidiary companies are engaged in any material litigation, claims or arbitration either as plaintiff or defendant, which has a material effect on the financial position of the Group and your Board is not aware of any proceedings pending or threatened, or of any facts likely to give rise to any proceedings, which might materially and adversely affect the business or financial position of the Group. 5. MATERIAL COMMITMENT As at the LPD, your Board is not aware of any material commitment, incurred or known to be incurred, which may have a material impact on the results or financial position of the Group. 6. CONTINGENT LIABILITIES As at the LPD, your Board is not aware of any contingent liabilities, incurred or known to be incurred, which upon becoming enforceable, may have a substantial impact in the ability of the Group to meet their obligations as and when they fall due. 7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at 3rd floor, Plaza Armada, Lot 6, Lorong Utara C, Section 52, Petaling Jaya, Selangor Darul Ehsan during normal business hours from 9.00 a.m. to 5.00 p.m. from Monday to Friday (excluding public holidays) for the period commencing from the date of this Circular up to and including the date of our forthcoming AGM: (i) Memorandum and Articles of Association of the Company; (ii) the letter of consent referred to Section 2 above; and (iii) the audited consolidated financial statements of the Company for financial years ended 31 December 2013, 2014 and

25 EXTRACT OF NOTICE OF 46 TH AGM APPENDIX III EXTRACTS OF SPECIAL RESOLUTION 1 AND SPECIAL RESOLUTION 2 SPECIAL RESOLUTION 1 PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY FROM RM361,742,241 COMPRISING 361,742,241 ORDINARY SHARES OF RM1.00 EACH TO RM90,435,560 COMPRISING 361,742,241 ORDINARY SHARES OF RM0.25 EACH VIA THE CANCELLATION OF RM0.75 FROM THE PAR VALUE OF EACH EXISTING ORDINARY SHARE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ( ACT ) ( PROPOSED SHARE PAR VALUE REDUCTION ) THAT subject to the passing of Special Resolution 2, the sanction of the High Court of Malaya pursuant to Section 64 of the Act and approvals of any other relevant authorities, approval be and is hereby given to the Company to reduce its existing issued and paid-up share capital comprising ordinary shares of RM1.00 each credited as fully paid-up via the cancellation of RM0.75 from the par value of each existing ordinary shares. THAT the credit arising therefrom shall be utilised by the Company to set off against the Company s accumulated losses and the remaining balance will be credited as retained earnings of the Company which may be used as distributable reserves in accordance with the Articles of Association of the Company and relevant applicable laws in the manner to be determined by the Board of Directors at a later date. AND THAT the Directors of the Company be and are hereby authorized to do all acts, deeds and things and to execute, sign and deliver all such documents and/or agreements as they may deem necessary or expedient in the best interest of the Company and with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the High Court of Malaya or by the relevant authorities to give effect to and to complete the aforesaid Proposed Share Par Value Reduction. (Resolution 6) SPECIAL RESOLUTION 2 PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY TO FACILITATE THE IMPLEMENTATION OF THE PROPOSED SHARE PAR VALUE REDUCTION ( PROPOSED AMENDMENT ) THAT subject to the passing of Special Resolution 1, approval be and is hereby given to the Company to amend its Memorandum of Association by deleting the existing Clause 5 in its entirety and substituted in place thereof the following new Clause 5:- MEMORANDUM OF ASSOCIATION Clause Existing Provision No. 5 The authorised capital of the Company is Malaysia Ringgit One Billion (RM1,000,000,000) divided into 1,000,000,000 ordinary shares of Malaysian Ringgit One (RM1.00) each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. New Provision The authorised capital of the Company is Malaysia Ringgit One Billion (RM1,000,000,000) divided into 4,000,000,000 ordinary shares of RM0.25 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise AND THAT the Directors of the Company be and are hereby authorized to do all acts, deeds and things and to execute, sign and deliver all such documents and/or agreements as they may deem necessary or expedient in the best interest of the Company and with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities to give effect to and to complete the aforesaid Proposed Amendment. (Resolution 7) 17

26 EXTRACT OF NOTICE OF 46 TH AGM APPENDIX III EXTRACT OF ORDINARY RESOLUTION 2 PROPOSED RENEWAL OF SHAREHOLDERS APPROVAL FOR SHARE BUY-BACK THAT subject to the Companies Act, 1965, provisions of the Memorandum and Articles of Association of the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and approvals of any other relevant authorities, the Directors of the Company be and are hereby authorized to make purchases of ordinary shares of RM1.00 each in the issued and paid up share capital of the Company through Bursa Malaysia Securities Berhad, provided that:- (i) the maximum number of ordinary shares purchased and/or held by the Company shall not exceed 10% of the issued and paid up share capital of the Company; (ii) the total maximum amount of funds to be utilized for the Proposed Share Buy-Back shall not exceed the aggregate of retained profits and/or the share premium account of the Company based on its audited financial statements for the financial year ended 31 December 2015; and (iii) upon completion of the purchase(s) of its shares by the Company, the shares shall be dealt with in the following manner:- (a) to cancel the shares so purchased; or (b) to retain the shares so purchased as treasury shares, which may be distributed as dividends to the shareholders, and/or resold on the stock market of Bursa Malaysia Securities Berhad; or (c) to retain part of the shares so purchased as treasury shares and cancel the remainder. THAT the authority conferred by this resolution will be effective upon the passing of this resolution and will continue to be in force until:- (a) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless the authority is renewed by a resolution passed at a general meeting, either unconditionally or subject to conditions; (b) the expiry of the period within which the next annual general meeting is required by law to be held; or (c) revoked or varied by ordinary resolution passed by the shareholders in general meeting, whichever so occurs first, but not to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date, and in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities for the time being in force. AND THAT the Directors of the Company be and are hereby authorized to do all acts, deeds and things and to execute, sign and deliver all such documents and/or agreements as they may deem necessary or expedient in the best interest of the Company and with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities to give effect to and to complete the aforesaid Proposed Share Buy-Back. (Resolution 9) 18