The principal terms and conditions of the ICULS to be issued pursuant to the Rights Issue of ICULS with Warrants are as set out as follows:

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1 The principal terms and conditions of the ICULS to be issued pursuant to the Rights Issue of ICULS with Warrants are as set out as follows: Background Information (a) Issuer (i) Name : Thong Guan Industries Berhad ( TGIB or the Company or the Issuer ) (ii) Address : Lot 52, Jalan PKNK 1/6, Kawasan Perusahaan Sungai Petani, Sungai Petani, Kedah Darul Aman (iii) Business registration number : K (iv) Date and place of incorporation : 22 November 1994 and Penang (v) Date of listing : 19 December 1997 (vi) Status on residence : Resident controlled company (vii) Principal activities : TGIB s principal business is investment holding and trading of plastic and paper products. Through its subsidiaries, TGIB and its subsidiaries ( TGIB Group ) is principally involved in the manufacturing, trading and sale of plastic packaging products, beverages (i.e. tea and coffee), plastic and paper products, plastic related machinery, and consumable products. The range of plastic packaging products manufactured include, amongst others, stretch film, garbage bags, biodegradable bags and etc. (viii) Board of directors : Name Designation Dato Paduka Syed Mansor bin Syed Kassim Barakbah Dato Ang Poon Chuan Datuk Ang Poon Seong Dato Ang Poon Khim Ang See Ming Kang Pang Kiang Chow Hon Piew Chairman, Independent Non-Executive Director Managing Director Executive Director Executive Director Executive Director Independent Non-Executive Director Independent Non-Executive Director 1

2 (ix) Substantial shareholders : No. of ordinary shares of RM1.00 each in TGIB ( TGIB Shares ) as at 17 September 2014 Name Direct % Indirect % Foremost Equals Sdn Bhd Dato Ang Poon Chuan Datuk Ang Poon Seong Note: 41,903, , *41,903, , *41,903, * Deemed interested via Foremost Equals Sdn Bhd pursuant to Section 6A of the Companies Act, 1965 ( Act ). (x) Authorised and issued and paidup capital : As at 17 September 2014 Authorised capital share No. of TGIB Shares Par value (RM) Total (RM) 500,000, ,000,000 Issued and fully paid-up share capital 105,204, ,204,500 (xi) Disclosure : TGIB and/or its board of directors have not been convicted or charged with any offence under the securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, for the past five (5) years prior to the date of this application. TGIB has not been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five (5) years prior to the date of this application. The Company is not a special purpose vehicle nor is it a conduit to another entity which receives proceeds from the Rights Issue of ICULS with Warrants. 2

3 (b) Originator (in the case of Asset Backed Securities ( ABS )): This section is not applicable to our submission on the Rights Issue of ICULS with Warrants as it is not an ABS. (i) Name : Not applicable (ii) Address : Not applicable (iii) (iv) (v) (vi) Business registration number Date and place of incorporation Date of listing, where applicable Status on residence, i.e. whether is it a resident controlled company or nonresident controlled company : Not applicable : Not applicable : Not applicable : Not applicable (vii) Principal activities : Not applicable (viii) Board of directors (ix) (x) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders; and Authorised, issued and paidup capital : Not applicable : Not applicable : Not applicable 3

4 Principal terms and conditions (a) Names of parties involved in the proposal (i) Principal adviser : RHB Investment Bank Berhad (19663-P) (ii) Lead arranger : Not applicable (iii) Co-arranger : Not applicable (iv) Solicitor : Salina, Lim Kim Chuan & Co. (v) Financial adviser : Not applicable (vi) Technical adviser : Not applicable (vii) Bond trustee : Pacific Trustees Berhad ( A) (being the trustee for the ICULS) (viii) Guarantor : Not applicable (ix) Valuer : Not applicable (x) Facility agent : Not applicable (xi) (xii) (xiii) Primary subscriber and amount subscribed Underwriter and amount underwritten Central depository : Not applicable : Not applicable. As the Rights Issue of ICULS with Warrants is undertaken on a minimum subscription level basis, TGIB will not procure any underwriting arrangement for the balance nominal value of ICULS where the shareholders' undertakings have not been provided. : Bursa Malaysia Depository Sdn Bhd ( W) (xiv) Paying agent : AGRITEUM Share Registration Services Sdn Bhd ( T) (xv) Reporting accountant : KPMG (AF0758) (xvi) Calculation agent : AGRITEUM Share Registration Services Sdn Bhd ( T) (xvii) Others (please specify) : The undertaking shareholders had provided their respective irrevocable undertakings to subscribe in full for their entitlements under the Rights Issue of ICULS with Warrants as follows: 4

5 Undertaking shareholders Direct shareholdings as at 17 September 2014 No. of TGIB Shares % Entitlement Undertakings Additional Undertaking Total no. of ICULS undertaken No. of Warrants entitled Foremost Equals 41,903, ,951,813 5,000,000 25,951,813 12,975,906 Dato Ang Poon Chuan 928, , , ,125 Datuk Ang Poon Seong 589, , , ,281 Dato Ang Poon Khim 642, , , ,581 Total 44,063, ,031,787 5,000,000 27,031,787 13,515,893 (b) Facility description : Five (5)-year 5.00% irredeemable convertible unsecured loan stock at 100% of nominal value of RM1.00 each ( ICULS ) which will be listed on the Official List of on Bursa Malaysia Securities Berhad ( Bursa Securities ) (c) Issue size : RM52,602,250 nominal value of the ICULS (d) Tenure of issue : Five (5) years from and including the date of issue of the ICULS (e) Availability period of debt programme : Not applicable (f) Coupon rate : Fixed rate of 5.00% per annum calculated on the nominal value of the ICULS (g) (h) Coupon payment frequency Coupon payment basis : Payable semi-annually in arrears from the date of issuance of the ICULS except that the last coupon payment shall be made on the Maturity Date (as defined below) : The interest payable shall be calculated based on a 365-day year and the actual number of days elapsed shall accrue from day-to-day from (and including) the date of issuance of the ICULS up to (and excluding) the Maturity Date and will be rounded downwards to the nearest sen for each RM1.00 nominal value of the ICULS except where if any of the ICULS are converted into new TGIB Shares before the Maturity Date, such ICULS converted shall cease to carry interest from and including the Interest Payment Date (as defined below) immediately preceding the Conversion Date (as defined below) and the Company shall not be liable to pay interest to such ICULS holders from the Interest Payment Date immediately preceding the Conversion Date in respect of any such ICULS the Conversion Rights of which have been exercised 5

6 (i) (j) Security/ collateral Details on utilisation of proceeds by issuer and originator (in the case of ABS) : Not applicable : Purchase of machineries and other ancillary facilities (1) RM 000 Expected timeframe for the utilisation of proceeds 33,000 Within twelve (12) months from the date of receipt of the ICULS proceeds Working capital (2) 18,002 Within twelve (12) months from the date of receipt of the ICULS proceeds Renovation and refurbishment of existing factory building (3) Estimated expenses in relation to the Rights Issue of ICULS with Warrants (4) TOTAL 52,602 Notes: 800 Within twelve (12) months from the date of receipt of the ICULS proceeds 800 Within six (6) months from the date of receipt of the ICULS proceeds (1) The Group intends to use part of the funds raised in the following manner: RM 000 To purchase machineries to expand its production of polyvinyl chloride (PVC) food wrap, stretch film and blown industrial films. Such machineries include, amongst others, cast machines, blown film machines, mixing equipment 31,000 To purchase other ancillary facilities such as silo storage 2,000 Total 33,000 The actual utilisation for each component as stated above may differ at the time of utilisation. Any shortfall in funds allocated for the purchase of machineries and other ancillary facilities will be funded from internally generated funds and/or from bank borrowings. Any excess in funds allocated for the purchase of machineries and other ancillary facilities will be used for the working capital of TGIB. (2) The proceeds for working capital will be utilised to finance the day-to-day operations of the TGIB Group and is estimated to be utilised in the following manner: RM 000 Payment to the suppliers for the supply of goods 8,600 Purchase of raw materials such as plastic resin, masterbatch and printing ink 5,200 Labour cost and factory overhead 4,202 Total 18,002 The actual utilisation for each component of working capital may differ at the time of utilisation. 6

7 (k) Sinking fund and designated accounts (3) The renovation and refurbishment of an existing factory building located in Sungai Lalang, Bedong, Kedah, with a total built-up area of approximately 28,000 square feet to house certain of the machineries and other ancillary facilities for the production of polyvinyl chloride (PVC) food wrap. The renovation and refurbishment of its existing factory building will include, amongst others, re-roofing and re-flooring of the aforesaid factory building. Presently, the Group is operating with four (4) production lines. With the planned additional two (2) production lines which will be located in the said rebuilt factory, the Group is expecting to increase its production capacity from 500 metric tons per month to 750 metric tons per month of polyvinyl chloride (PVC) food wrap. The estimated cost of renovation and refurbishment of its existing factory building of approximately RM800,000 is based on the estimations from the management of TGIB. Any shortfall in funds allocated for the renovation and refurbishment of an existing factory building will be funded from the internally generated funds and/or bank borrowings. Any excess in funds allocated for the renovation and refurbishment of an existing factory building will be used for the working capital of TGIB. (4) The expenses relating to the Rights Issue of ICULS with Warrants comprising professional fees, fees payable to the relevant authorities and other related expenses are estimated to be at RM800,000. Any shortfall or excess in funds allocated for estimated expenses will be funded from or used for the working capital of TGIB. : Not applicable (l) Rating : The ICULS is not rated and there is no involvement of any credit rating agency (m) Mode of issue : The ICULS will be issued (accompanied by an abridged prospectus) directly to the entitled shareholders and/or their renouncees who subscribe to the Rights Issue of ICULS with Warrants in registered form in denomination of RM1.00 multiples thereof, and constituted by the document constituting the ICULS executed between the Company and the Trustee on 25 August 2014 ( Trust Deed ) (n) Selling restriction, including tradability : The ICULS shall be tradeable upon listing in board lots of one hundred (100) units of ICULS, or such denomination as may be determined by Bursa Securities. No selling restriction is imposed on the ICULS as the ICULS shall be listed on the Official List of Bursa Securities (o) Listing status : An application has been made to Bursa Securities for the listing of and quotation for the ICULS and new TGIB Shares to be issued pursuant to the conversion of the ICULS on the Main Market of Bursa Securities 7

8 (p) Other regulatory approvals required in relation to the issue, offer or invitation : The approval from Bursa Securities for the admission of the ICULS and Warrants to the Official List of Bursa Securities as well as the listing of and quotation for the ICULS, Warrants, and the new TGIB Shares to be issued arising from the conversion of the ICULS and the exercise of the Warrants on the Main Market of Bursa Securities pursuant to the Rights Issue of ICULS with Warrants has been obtained on 21 April 2014 (q) Conditions precedent : The issuance of the ICULS in relation to the Rights Issue of ICULS with Warrants is conditional upon the following: (a) (b) The approval of the Securities Commission Malaysia ( SC ) for the issuance of the ICULS in relation to the Rights Issue of ICULS with Warrants under Section 214(1) of the Capital Markets And Services Act 2007 ( CMSA ) (obtained on 12 June 2014); and The approval from the shareholders of TGIB for the Rights Issue of ICULS with Warrants at the extraordinary general meeting (obtained on 28 May 2014). (r) Representations and warranties : The Company represents and warrants as follows: (i) The Company is a company duly established and existing under the laws of Malaysia and it has power and authority to enter into the business in which it is or proposes to be engaged; (ii) (iii) The Company has the power to enter into, exercise its rights under and perform its obligations under the relevant documents relating to the ICULS; All necessary actions, authorisations, permits and consents required under the relevant documents relating to the ICULS have been taken, fulfilled and obtained and remain in full force and effect; 8

9 (iv) (v) (vi) (vii) (viii) (ix) The Company s entry into, exercise of its rights under, and performance of the relevant documents relating to the ICULS, to which it is a party do not infringe or violate or be contrary to (1) any existing law in Malaysia, (2) judgment or order of any court or tribunal of competent jurisdiction, (3) the provisions of the Memorandum and Articles of Association of the Company or (4) any terms of, or constitute a default under, any instrument or agreement to which the Company is a party or by which it or its property is bound; The relevant issue documents relating to the ICULS create valid and binding obligations which are enforceable on and against the Company; The Company s audited accounts are prepared in accordance with generally accepted and approved accounting principles and standards in Malaysia and give a true and fair view of the results of their operations and the state of their affairs and in particular disclose all material liabilities (actual or contingent) of the Company and/or its Subsidiaries; No litigation and arbitration is current or threatened, which if adversely determined would have a material adverse effect on the ability of the Company to comply with the relevant issue documents relating to the ICULS; The Company is not in liquidation and no steps have been taken by the Company or by any other person nor have any legal proceedings (including winding-up proceedings) been commenced, instituted or threatened for the dissolution or for or with a view to the appointment of a receiver, receiver and/or manager, liquidator (provisional or otherwise), trustee, judicial manager or similar officer of the Company, its assets, undertakings or any of them that would have a material adverse effect on the ability of the Company to comply with the relevant issue documents relating to the ICULS; No event has occurred in relation to the Company which, if the ICULS had already been issued, would constitute an event of default under the Trust Deed; and 9

10 (x) The representations and warranties contained in Clause 18 of the Trust Deed shall continue to be in full force and effect. Each of the representations and warranties contained in Clause 18 of the Trust Deed shall be correct and complied with in all material respects at all times for so long as any part of the ICULS shall remain outstanding and will shall be correct and accurate in all material respects as if repeated or deemed repeated at any time with reference to the facts and circumstances existing at the time each of such representations and warranties were made. (s) Events of default and enforcement event : The Trustee at its discretion may, or if so directed by a resolution passed at a meeting of the ICULS holders duly convened and held in accordance with the provisions of the Trust Deed and carried by a majority consisting of not less than three-fourths (3/4) of the persons voting at the meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-fourths (3/4) of the votes given on such poll ( Special Resolution ) shall, subject to the Trustee being fully and completely indemnified to its satisfaction in accordance with the Trust Deed and by written notice to the Company declare the ICULS to be, and upon such declaration the ICULS shall become, immediately due and repayable at one hundred per cent (100%) of their nominal amount together with accrued interest (if any) up to the date of repayment to but excluding the date of repayment or to the order of the Trustee upon the happening of any of the following events ( Events of Default ): (i) default being made by the Company in the payment of the interest or any monies due in respect of any of the ICULS as and when the same ought to be paid in accordance with the terms and conditions of the Trust Deed and the Company fails to remedy the default within seven (7) business days after receipt of a written notice by the Trustee giving particulars of the default in payment and requiring it to be remedied; 10

11 (ii) (iii) the Company breaching or failing to perform or observe any of the terms, conditions or its other obligations under the ICULS, the Trust Deed or any other documents in relation to the issue, offer or invitation in respect of the ICULS (other than a breach referred to in paragraph (a) above) and (except where such default is in the Trustee s opinion incapable of remedy, in which case no such written notice shall be required) the Company fails to remedy such breach within a period of ninety (90) days (or such longer period as the Trustee may in its discretion permit) after receipt by the Company of a written notice by the Trustee of such failure and requiring the same to be remedied; an order being made or a resolution being passed to wind up the Company or similar proceedings which are in the reasonable opinion of the Trustee analogous in effect being instituted otherwise than for the purposes of an amalgamation, consolidation, merger, reorganisation or reconstruction not involving insolvency, the terms of which have been approved by the Trustee, such approval not to be unreasonably withheld; (iv) (a) any other indebtedness of the Company or any of its subsidiaries, for borrowed monies being accelerated or due and payable prior to its stated maturity; or (b) any security therefor being enforced; or (c) any indebtedness of the Company or any of its subsidiaries not being paid at its stated maturity (or by expiry of any applicable grace period as originally provided); (v) any default by the Company in making any payment due under any guarantee or any indemnity given by the Company in respect of any other obligation or indebtedness for borrowed monies of the Company or any of its subsidiaries; 11

12 (vi) (vii) (viii) the Company becoming insolvent or unable to pay its debts or ceasing or threatening to cease to carry on its business (other than for the purposes of an amalgamation, consolidation, merger, reorganisation or reconstruction not involving insolvency, the terms of which have been approved by the Trustee, such approval not to be unreasonably withheld); any resolution being passed by the Company to apply for judicial composition proceedings with its creditors, any order being made by any competent court for such proceedings, a receiver, judicial manager, administrator or other similar official being appointed in relation to the Company or over the whole or a substantial part of the assets of the Company and its subsidiaries; a distress or execution or other process being levied or enforced upon or sued out against a substantial part of the assets of the Company and/or its Subsidiaries save where the Company has initiated action to defend, contest, challenge or other alternative actions within ninety (90) days of the levy, enforcement upon or service of suit or save where such distress, execution or process is frivolous or vexatious; (ix) the Company entering into any scheme of arrangement, including a scheme of arrangement instituted against the Company and/or any of its subsidiaries under Section 176 of the Act; and THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 12

13 (x) any consent, permit, authorisation, licence, approval, or registration with or declaration to governmental or public bodies or authorities or courts (if any) required by the Company to authorise or required by the Company in connection with the execution, issue, sale, delivery, validity, enforceability or admissibility in evidence of this Trust Deed or the ICULS or any other document relating to the issue, offer or invitation in respect of the ICULS or the performance by the Company of its obligations under this Trust Deed or the ICULS, as the case may be is modified or, is not granted or is revoked or expired or not renewed or withheld or otherwise ceases to be in full force and effect unless such event is not materially prejudicial to the interest of the ICULS holders or unless it will not impair or prejudice the Company s ability to comply with the terms and conditions of the Trust Deed or the ICULS or any other document relation to the issue, offer or invitation in respect of the ICULS. At any time after the ICULS shall have become due and repayable in accordance with the aforesaid, the Trustee may, at its discretion or shall (if so directed by the ICULS holders by Special Resolution) and without further notice, take such proceedings against the Company as it may think fit to enforce repayment of the ICULS together with accrued interest (if any) thereon and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless:- (a) (b) it shall have been so directed by an Special Resolution of the ICULS holders; and it shall have been first fully and completely indemnified to its satisfaction against all actions, proceedings, claims, demands and liabilities to which it may thereby become liable and all the remuneration of the Trustee and all costs (including legal costs on a solicitor-client basis), charges, damages and expenses which may be incurred by it in connection therewith. 13

14 No ICULS holders shall be entitled to proceed directly against the Company unless the Trustee, having become bound so to proceed, fails to do so within a period of three (3) months from such failure and such failure shall be continuing. (t) Covenants : The Company hereby covenants with the Trustee that so long as any of the ICULS shall remain outstanding it will:- (i) (ii) (iii) at all times use its best endeavours and exercise reasonable diligence to carry on and conduct its business in a proper and efficient manner and to cause its subsidiaries to carry on and conduct their respective businesses in a proper and efficient manner and to obtain and to cause its subsidiaries to obtain and maintain all approvals permits and licences necessary for the Company or its subsidiaries to conduct its or their respective businesses; at all times to keep and procure that its subsidiaries shall keep proper books of account and if and so often as required by the Trustee cause the Auditors of the Company to examine its books of account and other records and those of its subsidiaries and investigate its and their affairs and furnish the Trustee with such certificate or information pertaining thereto as the Trustee shall in its opinion require for the performance of its duties hereunder; to the same extent permitted by law as if the Trustee or any auditors appointed by the Trustee were a director of the Company:- (a) (b) make available for their inspection the whole of the accounting or other records of the Company and its subsidiaries; and give to them such information as they require with respect to all matters relating to the accounting or other records of the Company and its subsidiaries; 14

15 (iv) from time to time, on the application made to the Company by the Trustee or by or on behalf of the ICULS holder(s) holding individually or in aggregate not less than ten percent (10%) in nominal value of the ICULS for the time being outstanding delivered to the Company at its registered office:- (a) (b) by giving notice to Bursa Securities, the Trustee, the auditors of the Company and to each of the ICULS holders at his address as specified in the Register or in the Record of Depositors, as the case may be; and by an advertisement in a daily newspaper circulating generally throughout Malaysia as may be required by law addressed to all ICULS holders, summon a meeting of the ICULS holders to consider the statement of financial position, income statements, statement of cash flow, statement of changes in equity and notes to the financial statement last lodged with the Trustee and to give to the Trustee directions in relation to the exercise of the Trustee s powers, such meeting to be held at a time and place specified in such notice and advertisement and in accordance with the provisions of the Third Schedule of the Trust Deed and all applicable laws; (v) (vi) give to the Trustee such information relating the affairs of the Company or its subsidiaries as the Trustee shall in its opinion require for the purpose of the discharge of its duties, obligations and discretions vested in it hereunder to the extent permitted by law or by operation of law; send to the Trustee prior to the date of publication, a copy of each notice to the ICULS holders to be published in accordance with the Trust Deed and, upon publication, four (4) copies of each notice so published duly certified as true copy by a Director or Company Secretary; 15

16 (vii) (viii) (ix) (x) at all times execute all such further documents and do all further acts and things as may be necessary or desirable at any time or times in the opinion of the Trustee to give effect to the terms and conditions of the Trust Deed; procure the auditors of the Company to furnish to the Trustee such certificates or other information as the Trustee may from time to time require in connection with any calculation or matter arising under the Trust Deed; cause to be made out and forwarded to the Trustee, as soon as they become available but not later than one hundred and twenty (120) days after the end of each financial year-end of the Company, the annual audited accounts and within sixty (60) days after the end of first half of its financial year, the semi-annual unaudited accounts of the Company, comprising the income statement, statement of financial position, statement of changes in equity, statement of cash flow, notes to the financial statements and explanatory notes, and such other information as required and in accordance with the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ); prepare the financial statements referred to in the clause above on a basis consistently applied in accordance with generally accepted and approved accounting principles in Malaysia and those financial statements shall give a true and fair view of the results of the operations of the Company for the financial period or financial year in question and the state of its affairs for the financial period or financial year to which the financial statements are made up and shall disclose or reserve against all the liabilities (actual or contingent) of the Company and its subsidiaries; 16

17 (xi) (xii) (xiii) give to the Trustee at the time of its issue a copy of every statement of financial position, income statement, statement of changes in equity, statement of cash flow, report, notice, circular or other document issued by the Company to its members (in their capacity as such) to be circulated by the Trustee at its discretion to ICULS holders as well as any offer in writing received by the Company of a take-over scheme relating to the shares of the Company; within one (1) month after the end of each quarter of the Company s financial year (the first quarter commencing on a day notified by the Trustee to the Company in writing being a date not later than six (6) months after the issue date of the ICULS) prepare and forward to the Trustee (with a copy delivered to the Securities Commission and a further copy lodged with the Registrar of Companies, if required under the Act) a report signed by not less than two (2) Directors on behalf of the Company relating to the quarterly period prior to the relevant date, which report shall state the matters required to be stated under Section 266 of the CMSA; immediately notify the Trustee in writing in the event that the Company shall become aware:- (a) (b) (c) that the Company is unable to fulfill or comply with any of the provisions of the Trust Deed; of any event of default; of the happening of any event that has caused or could cause, one or more of the following:- 1) any amount payable under the ICULS to become immediately payable; 2) the ICULS to become immediately enforceable; or 3) such other right or remedy under the terms, provisions covenants of the ICULS and the Trust Deed have become immediately enforceable; 17

18 (d) (e) (f) (g) (h) of any circumstances that has occurred that would materially prejudice the Company and/or its subsidiaries; of any substantial change in the nature of the existing business of the Company and/or its subsidiaries; of any change in withholding tax position or taxing jurisdiction of the Company and/or its subsidiaries; of any change in the utilisation of proceeds from the ICULS where the prospectus (including an abridged prospectus), information memorandum or any agreement in connection with the issue, offer or invitation which sets out specific purpose for which proceeds are to be utilised; and of any other matter that may materially prejudice the interests of ICULS holders; (xiv) (xv) at all times use its best endeavours to obtain and maintain the listing of the ICULS and listing of the Company on Bursa Securities; if despite its best endeavours aforesaid, the Company shall not be able to maintain the listing of the ICULS on Bursa Securities, use all reasonable endeavours to obtain and maintain the quotation and listing of the ICULS on such other stock exchange or exchanges as the Company may (with the approval of the Trustee and the ICULS holders by way of a Special Resolution) decide and shall also use all reasonable endeavours to procure that there will at all times be furnished to any stock exchange on which the ICULS are for the time being quoted or listed such information as such stock exchange may require to be furnished with its normal requirements or in accordance with any arrangement for the time being made with any such stock exchange; 18

19 (xvi) (xvii) in order to enable the Trustee to ascertain the amount of the ICULS for the time being outstanding, forthwith deliver to the Trustee after being so requested in writing by the Trustee a certificate in writing signed by a duly authorised officer of the Company setting out the total amount of ICULS outstanding and details of the ICULS holders; use its reasonable endeavours to procure that the Registrar observes and complies with its obligations under the terms of its appointment as Registrar and paying agent under the Registrar s agreement with the Company; (xviii) comply with all its obligations under the provisions of the Registrar's agreement with the Company; (xix) (xx) give not less than thirty (30) days' notice to the ICULS holders of the proposed appointment or removal of the Registrar and, if the Trustee considers it necessary, of any change in the name or specified office of the Registrar (subject to the Company having received notice of such change) but so that no such notice of termination or appointment of the Registrar with a specified office in Malaysia shall take effect until a Registrar with a specified office in Malaysia approved by the Trustee has been appointed on terms approved by the Trustee, which approval by the Trustee shall not be unreasonably withheld; not enter into any related party transaction, whether directly with any director, substantial shareholder of the Company or any persons connected with any of them (within the definition of Section 122A of the Act) (hereinafter referred to as Interested Persons ) unless:- (a) such related party transaction shall be on terms that are no less favourable to the Company or its Subsidiaries than those which could have been obtained in comparable transaction from persons who are not Interested Persons; and 19

20 (b) with respect to related party transactions involving an aggregate value equal or greater than the value of percentage ratio as provided under the Listing Requirements as amended or varied or modified from time to time, the Company obtains and receives certification from an independent adviser that the transaction is carried out on fair and reasonable terms; provided that the Company certifies to the Trustee that the related party transactions comply with paragraph (1), that the Company has received the certification referred to in paragraph (2) (where applicable) and that the related party transactions shall have been approved by the majority of the board of directors and/or shareholders in a general meeting as the case may require (provided always that the interested directors and/or interested shareholders shall abstain from any deliberations and voting on the related party transactions at such meetings of the board and shareholders); (c) with respect to related party transactions constituting a recurrent related party transaction of a revenue or trading nature ( RRPT ) which are provided for and permitted under the Listing Requirements as amended or varied or modified from time to time, Provided That the Company certifies to the Trustee that the RRPT complies with paragraph (i), that the Company has obtained or renewed, where applicable, the shareholders mandate in accordance with the said Listing Requirements and that the Company furnishes at least one certificate to the Trustee in respect of the RRPT contemplated under one shareholders mandate; (xxi) comply with all provisions of the CMSA and all directives, written notices, circulars or guidelines issued by the SC and/or other relevant regulatory authorities from time to time, in so far as they are applicable to the Company; 20

21 (xxii) procure the Registrar or such other entity acceptable to the Trustee be appointed at all times as paying agent in Malaysia for purposes of the Trust Deed; (xxiii) procure that the Registrar or other appointed paying agent shall notify the Trustee in the event that the paying agent does not receive payment from the Company on the due dates (if applicable) as required under the Trust Deed and the terms and conditions of the ICULS; (xxiv) furnish in writing to the Trustee particulars of any charge created by the Company within twenty one (21) days after the creation of such charge; (xxv) furnish to the Trustee annually, on each anniversary of the date of the Trust Deed, a certificate confirming that the Company has complied with all its obligations under this Trust Deed and the terms and conditions of the ICULS and that from the first date of issuance of the ICULS or, since the date of the last certificate issued, no event of default has occurred and if such is not the case, to specify and give details of the same; (xxvi) unless it has obtained the approval of the ICULS holders by way of a Special Resolution or the written consent of the Trustee (which approval may be given, where in its opinion, it is not materially prejudicial to the interests of ICULS holders to give such approval), the Company shall not: (a) (b) permit any amendment, supplement or variation to the Memorandum and Articles of Association of the Company in a manner which may be materially prejudicial to the interests of ICULS holders; change the utilisation of proceeds from the ICULS where the prospectus (including an abridged prospectus), information memorandum or any agreement entered into in connection with the issue, offer or invitation sets out a specific purpose for which proceeds are to be utilised; 21

22 (xxvii) ensure that that the terms in the Trust Deed do not contain any matter which is inconsistent with the provisions of the prospectus (including an abridged prospectus) or information memorandum relating to the ICULS; (xxviii) observe, abide by, comply with, promptly perform and carry out all the terms, conditions, agreements, duties, obligations and covenants contained in the Trust Deed and/or as may be imposed by the relevant regulatory authorities in connection with the ICULS on the part of the Company to be observed and complied with and observe and comply at all times with any and all applicable laws and immediately notify the Trustee in the event the Company is unable to fulfill or comply with any of the provisions of the Trust Deed or applicable laws; (xxix) at all times arrange for and maintain adequate insurance cover necessary for business of the nature carried out by the Company and/or its subsidiaries in full force and effect and pay premium upon the same falling due; (xxx) perform and carry out all and any of its duties and obligations under all the documents relating to the issue of the ICULS and shall at all times on demand execute all such further documents and do all such further acts reasonably necessary at any time or times to give further effect to the terms and conditions of the ICULS. (u) Provisions on buy-back and early redemption : Provisions on buy-back: Notwithstanding that the ICULS are irredeemable, the Company and/or its subsidiaries may at anytime purchase the ICULS on the Main Market of Bursa Securities. All ICULS purchased by Company and/or its subsidiaries shall be cancelled, subject to regulatory procedures and cannot be resold or be converted into new shares. 22

23 Provisions For Early Redemption: Not applicable. There will not be any redemption of the ICULS by the Company. All ICULS remaining after the Maturity Date shall be mandatorily converted by the Company into new TGIB shares at the Conversion Price (as defined below), provided always that there is no declaration of Events of Default by the Trustee pursuant to the provisions in the Trust Deed. (v) Other principal terms and conditions for ICULS pursuant to the Rights Issue of ICULS with Warrants: (i) Issue Price : 100% of the nominal value on the basis of RM1.00 nominal value of the ICULS (ii) Basis of Allotment : One (1) RM1.00 nominal value of ICULS for every two (2) existing TGIB Shares held at 5.00 p.m. on 17 September 2014 (iii) Maturity Date : The date falling on the fifth (5 th ) anniversary of the date of issuance of the ICULS, provided that where such date falls on a date that is not a market day, it shall be deemed to fall on the market day immediately preceding such date (iv) (v) Conversion Date Conversion Rights : In relation to any ICULS, each date on which a duly completed conversion notice in exercise of the Conversion Rights represented therein in whole or in part is received by the Registrar within the Conversion Period (as defined below) and in accordance with terms and conditions of the ICULS provided that if such rights are exercised during a period when the Record of Depositors is closed, the Conversion Date will be the next following market day on which such Record of Depositors is open or the Maturity Date, whichever date first occurs : Each registered holder of the ICULS shall have the right at any time during the Conversion Period (as defined below) to convert such nominal value of ICULS held into fully paid new TGIB Shares at the Conversion Price All ICULS that are still outstanding on the Maturity Date shall be automatically and mandatorily converted by the Company into new TGIB Shares at the Conversion Price 23

24 (vi) (vii) Conversion Period Conversion Price (viii) Conversion Mode (ix) Interest Payment Date : The ICULS may be convertible into new TGIB Shares on any market day within a period from and including the date of the second (2 nd ) anniversary of the date of issue of the ICULS up to and including the Maturity Date and where if there is any outstanding ICULS on the Maturity Date, the same shall be automatically converted into new TGIB Shares at the Conversion Price : The conversion price for the ICULS is RM1.00 nominal value of the ICULS for every one (1) new TGIB Share : By surrendering for cancellation the ICULS with an aggregate nominal value equivalent to the Conversion Price. Any fractional TGIB Shares arising from the conversion of the ICULS shall be disregarded : Each of the semi-annual dates for the payment of interest in arrears for the ICULS, the first Interest Payment Date shall be the date falling six (6) months from the issue date and the last Interest Payment Date shall fall on the Maturity Date. Where such date falls on a date that is not a market day, it shall be deemed to fall on the next succeeding market day or, if that market day falls in the following month, the preceding market day (x) Status : The ICULS shall constitute direct, unsecured and unconditional obligations of the Company and shall rank, regardless of denomination, pari passu without any preference or priority among the respective holders thereof, and shall rank at least pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Company from time to time outstanding (xi) Redemption : There will not be any redemption of the ICULS. All ICULS remaining on the Maturity Date shall be mandatorily converted into new TGIB Shares at the Conversion Price (xii) Status of new TGIB Shares arising from the conversion of the ICULS : The new TGIB Shares to be issued upon conversion of the ICULS shall, upon allotment and issue, rank pari passu in all respects with the then existing TGIB Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date which is prior to the allotment date of the new TGIB Shares to be issued pursuant to the conversion of the ICULS 24

25 (xiii) Adjustment in the Conversion Price and/or nominal value of ICULS in the event of alteration to the share capital (xiv) ICULS holders Rights to participate in any distribution and/or offer of further securities in the Company (xv) Amendment to the ICULS holders Rights (xvi) Rights in the event of winding up, liquidation or an event of default (xvii) Trust Deed (xviii) Rating (xix) Governing Law : The Company shall make the necessary adjustment to the Conversion Price in the event of any alteration in the share capital of TGIB on or before the Maturity Date, whether by way of rights issue, bonus issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of the Trust Deed : The ICULS holders are not entitled to participate in any distribution, dividend, rights, allotment and/or other distribution and/or offer of securities in the Company that may be declared, made or paid until and unless the ICULS have been converted into new TGIB Shares prior to such distribution and/or offer : Save as otherwise provided in the Trust Deed, a Special Resolution is required to sanction any modification, variation, abrogation or compromise of or arrangement in respect of the rights of the holders of the ICULS against the Company : In the event of a declaration of event of default by Pacific Trustees Berhad (being the trustee for the ICULS) in accordance with the Trust Deed or winding up or liquidation of the Company, the amount which is immediately due and payable by the Company to the holders of the ICULS or which the holders of the ICULS may prove for in the liquidation of the Company shall be the nominal value of the outstanding ICULS together with all accrued interest : The ICULS shall be constituted by the Trust Deed executed by TGIB and the Trustee on 25 August 2014 : The ICULS is not rated : Law and regulations of Malaysia (xx) Transferability : The ICULS shall be transferable in the manner provided under the Securities Industry (Central Depositories) Act 1991 of Malaysia and the rules of Bursa Depository 25