UNISEM (M) BERHAD (Company No V) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused this Circular prior to its issuance as it is an exempted circular pursuant to the provision of the Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. 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. UNISEM (M) BERHAD (Company No V) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO (i) (ii) PROPOSED SHARE BUY-BACK UP TO TEN PERCENT (10%) OF THE ISSUED SHARE CAPITAL OF THE COMPANY PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY The above proposals will be tabled as Special Business at the 29th Annual General Meeting ( AGM ) of Unisem (M) Berhad ( Unisem or the Company ). The notice convening the AGM of the Company to be held at Concorde Ballroom, Lobby Level, Concorde Hotel Kuala Lumpur, No. 2, Jalan Sultan Ismail, Kuala Lumpur on 25 April 2018, Wednesday at a.m. is enclosed in the 2017 Annual Report of the Company. The Form of Proxy in respect of the said AGM is also enclosed in the 2017 Annual Report of the Company which you are urged to complete and deposit at the Registered Office of our Company at Letter Box #95, 9th Floor, UBN Tower, 10, Jalan P. Ramlee, Kuala Lumpur, Malaysia, not later than 48 hours before the time set for holding the AGM or any adjournment thereof. 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. This Circular is dated 27 March 2018

2 DEFINITIONS In this Circular, unless otherwise indicated, the following words and abbreviations shall have the following meanings: Act : Companies Act, 2016, as amended from time to time and any re-enactment thereof AGM : Annual General Meeting Board : Board of Directors of Unisem Bursa Securities : Bursa Malaysia Securities Berhad ( W) Constitution : Constitution of Unisem Director(s) : A person falling within the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a director of our Company, its subsidiaries or holding company EPS : Earnings per share LPD : 15 March 2018, being the latest practicable date prior to the printing of this Circular Listing Requirements : Main Market Listing Requirements of Bursa Securities, including any amendments thereto that may be made from time to time M&A : Existing Memorandum and Articles of Association of Unisem Market Day : Any day from Monday to Friday (inclusive of both days), excluding public holidays and on which Bursa Securities is open for the trading of securities Proposals : Proposed Share Buy-Back and Proposed Adoption of New Constitution Proposed Adoption of New Constitution : Proposed amendments to the existing M&A and adoption of the amended M&A as the new Constitution of the Company Proposed Share Buy-Back : Proposed purchase by the Company of its own shares up to ten percent (10%) of the issued share capital of the Company Purchased Shares : Unisem Shares to be purchased by the Company pursuant to the Proposed Share Buy-Back RM and sen : Ringgit Malaysia and sen respectively i

3 DEFINITIONS (Cont d) Rules : Rules on Take-Overs, Mergers and compulsory Acquisitions, 2016 as amended from time to time and any re-enactment thereof Substantial Shareholder(s) : Shall have the meaning as given in Section 136 of the Act Unisem or the Company : Unisem (M) Berhad ( V) Unisem Group or the Group : Unisem and its subsidiaries Unisem Share(s) or Share(s) : Issued ordinary share(s) in Unisem All references to we, us, our, ourselves or Unisem in this Circular are to Unisem (M) Berhad. All references to you in this Circular are to our shareholders. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations. Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. Any discrepancy in the tables between the amounts listed and the totals in this Circular are due to rounding. [The rest of this page is intentionally left blank] ii

4 TABLE OF CONTENT LETTER TO OUR SHAREHOLDERS CONTAINING: Page 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSALS 2 3. RATIONALE FOR THE PROPOSALS 4 4. PREVIOUS PURCHASES, RESALE AND CANCELLATION OF TREASURY SHARES 4 5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK 4 6. IMPLICATIONS OF THE PROPOSED SHARE BUY-BACK IN RELATION TO THE RULES 7 7. HISTORICAL SHARE PRICES 7 8. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM 7 9. OPINION AND RECOMMENDATION FROM DIRECTORS ANNUAL GENERAL MEETING DIRECTORS RESPONSIBILITY STATEMENT FURTHER INFORMATION 8 APPENDICES APPENDIX I - ORDINARY RESOLUTION 7 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 29 TH AGM OF THE COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 APRIL 2018 AT A.M. APPENDIX II - SPECIAL RESOLUTION 1 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 29 TH AGM OF THE COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 APRIL 2018 AT A.M 9 10 APPENDIX III - PROPOSED NEW CONSTITUTION OF UNISEM (M) BERHAD 11 NOTICE OF AGM FORM OF PROXY ENCLOSED IN THE 2017 ANNUAL REPORT OF UNISEM (M) BERHAD ENCLOSED IN THE 2017 ANNUAL REPORT OF UNISEM (M) BERHAD [The rest of this page is intentionally left blank] iii

5 CONTENTS UNISEM (M) BERHAD (Company No V) (Incorporated in Malaysia) Registered Office: Letter Box #95 9 th Floor, UBN Tower 10, Jalan P. Ramlee Kuala Lumpur 27 March 2018 Board of Directors Mr. John Chia Sin Tet (Chairman/Group Managing Director) Mr. Lee Hoong Leong (Executive Director) Mr. Francis Chia Mong Tet (Executive Director) Mr. Alexander Chia Jhet-Wern (Executive Director) Mr. Martin Giles Manen (Independent Director) Y.Bhg. Tan Sri Dato Wong See Wah (Non-Executive Director) Y.Bhg. Dato Gregory Wong Guang Seng (Independent Director) Mr. Yen Low Sau Chee (Non-Executive Director) Mr. Ang Chye Hock (Independent Director) Mdm. Lim Siew Eng (Independent Director) Puan Mahani Binti Amat (Independent Director) To: Our Shareholders Dear Sir/Madam, (i) PROPOSED SHARE BUY-BACK UP TO TEN PERCENT (10%) OF THE ISSUED SHARE CAPITAL OF THE COMPANY (ii) PROPOSED ADOPTION OF NEW CONSTITUTION 1. INTRODUCTION On 22 February 2018, the Board of Unisem announced to Bursa Securities that the Company proposes to seek the shareholders approval at the forthcoming AGM to (i) purchase its own shares up to ten percent (10%) of the issued share capital of the Company; and (ii) amend the existing M&A and adopt the amended M&A as the new Constitution of the Company. The purpose of this Circular is to provide you with the relevant information on the Proposals and to seek your approval for the ordinary resolution and special resolution to be tabled as special business at the forthcoming AGM of the Company. The Notice of AGM together with the Form of Proxy are enclosed in the 2017 Annual Report of the Company. 1

6 CONTENTS 2. DETAILS OF THE PROPOSALS 2.1 DETAILS OF PROPOSED SHARE BUY-BACK Quantum As at LPD, the total issued share capital of the Company is RM366,915, and the total number of issued shares of the Company is 733,831,055 Shares. The Company proposes to purchase and/or hold from time to time and at any time, in aggregate such number of shares representing not more than ten percent (10%) of the total number of issued shares of the Company. The Proposed Share Buy-Back is subject to the Act, Listing Requirements and any prevailing laws, the constitution of the Company, rules, regulations and guidelines issued by the relevant authorities at the time of purchase. The Shares will be purchased from the open market on Bursa Securities through a stockbroker to be appointed at a later date Duration and Funding The Proposed Share Buy-Back will be effective immediately upon passing of the ordinary resolution and shall be valid until :- (i) the conclusion of the next AGM, at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM; or (ii) the expiration of the period within which the next AGM is required by law to be held; or (iii) revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting of the Company, whichever occurs first. The Proposed Share Buy-Back will allow the Board to purchase the issued shares of the Company at any time within the abovementioned period by using internal funds of the Company and/or borrowings. In the event that the Proposed Share Buy-Back is to be financed by borrowings, the Company will ensure its capability of repaying such borrowings and that such repayment will not have a material effect on its cashflow. The actual number of Unisem Shares to be purchased would depend on, inter alia, the prevailing market conditions, the availability of the retained profits as well as the cash and funding position of the Company. The maximum amount of funds to be utilized by the Company for the Proposed Share Buy- Back shall not exceed the retained earnings of the Company. Based on the latest audited financial statements of the Company for the financial year ended 31 December 2017, the retained earnings of the Company stood at RM million Status and Treatment of Purchased Shares Pursuant to Section 127(7) of the Act, the Directors of the Company may deal with the Purchased Shares in the following manner :- (a) to cancel all or part of the Purchased Shares; or (b) to retain all or part of the Purchased Shares as treasury shares for distribution as share dividends to the shareholders of the Company and/or resale on the market of Bursa Securities and/or subsequent cancellation. The Directors may 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 on Bursa Securities OR they may distribute the Purchased Shares as share dividends if 2

7 CONTENTS Pricing the Directors wish to reward the shareholders but do not wish to reduce the cash holding of the Company, which will depend on the availability of, amongst others, retained profits, and tax credits of the Company or cancel the Purchased Shares if the Directors deem that there is excess share capital and wish to reduce the number of shares in circulation. An immediate announcement will be made to Bursa Securities in respect of the intention of the Directors to either retain the Purchased Shares as treasury shares or cancel them or a combination of both following any transaction executed pursuant to the authority granted under the Proposed Share Buy-Back. In the event that the Purchased Shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in other distributions or otherwise would be suspended and the treasury shares shall not be taken into account in calculating the number or percentage of Shares or a class of shares in the Company for any purposes including, without limiting the generality of Section 127 of the Act, the constitution of the Company or the Listing Requirements on substantial shareholdings, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. Pursuant to the provision of the Listing Requirements, the Company may only purchase its own shares at a price which is not more than fifteen percent (15%) above the weighted average market price of Unisem Shares for the five (5) Market Days immediately preceding the date of any purchase(s). According to Paragraph of the Listing Requirements, the Company may only resell Purchased Shares on Bursa Securities at a price which is :- (a) not less than the weighted average market price of Unisem Shares immediately prior to the resale; or (b) not lower than five percent (5%) below the weighted average market price of Unisem Shares for the five (5) Market Days immediately prior to the resale, provided that :- (i) the resale takes place no earlier than thirty (30) days from the date of purchase; and (ii) the resale price is not less than the cost of purchase of the Unisem Shares being resold Potential Advantages and Disadvantages The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders, if exercised are as follows :- (a) allows the Company to take preventive measures against speculation particularly when the Shares are undervalued which would in turn stabilize the Company s market price and hence, enhancing investors confidence; (b) allows the Company the flexibility in achieving the desired capital structure in terms of debt and equity composition and size of equity; (c) provides the Company with opportunities for potential gains if the Purchased Shares which are retained as treasury shares are resold at a higher price; and (d) the Company may distribute any shares held as treasury shares as share dividends to reward the shareholders of the Company. The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows :- (i) the Proposed Share Buy-Back will reduce the financial resources of the Unisem Group and may result in the Company foregoing other investment opportunities 3

8 CONTENTS (ii) that may emerge in the future; and the Proposed Share Buy-Back can only be made out of retained earnings of the Company and may result in the reduction of financial resources available for distribution to shareholders in the immediate future. However, the financial resources of the Group may increase if the treasury shares held are resold at prices higher than their purchase prices. The Directors of the Company in exercising any decision on the Proposed Share Buy-Back will be mindful of the interest of the Company and its shareholders Public Shareholding Spread Based on the Record of Depositors of the Company as at LPD, the public shareholding spread was 70.05%. The public shareholding spread of the Company is above 25%, as required under Paragraph 8.02(1) of the Listing Requirements. 2.2 DETAILS OF PROPOSED ADOPTION OF NEW CONSTITUTION Consequential to the Act which came into effect on 31 January 2017 the Board undertook a review of the M&A of the Company and proposes to alter and amend the existing M&A in its entirety and adopt the amended M&A as the new Constitution of the Company. This is to ensure that the provisions under the new Constitution of the Company are aligned with the Act and to be in compliance with the Listing Requirements and other prevailing statutory and regulatory requirements. 3. RATIONALE FOR THE PROPOSALS 3.1 RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back, if and when the Company deems appropriate, would enable the Company to utilize its financial resources to purchase Unisem Shares at prices which the Board views as favourable. Based on the foregoing and depending on the price paid for the purchase of each Share and its impact on the earnings of the Group, the Proposed Share Buy-Back may strengthen the EPS of the Group if the Purchased Shares are subsequently cancelled, and if so, it is expected to benefit the shareholders of Unisem. The Company may also retain the Purchased Shares as treasury shares with the intention of realizing potential gains from the resale of treasury shares and/or to reward the shareholders through the distribution of treasury shares as dividends. 3.2 RATIONALE FOR THE PROPOSED ADOPTION OF NEW CONSTITUTION The Proposed Adoption of New Constitution will align the M&A of the Company to be consistent with the Act, Listing Requirements and other prevailing statutory and regulatory requirements. 4. PREVIOUS PURCHASES, RESALE AND CANCELLATION OF TREASURY SHARES Unisem has not made any purchase or resale or cancellation of its own shares in the preceding twelve (12) months, and the Company does not hold any treasury shares. 5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK The effects of the Proposed Share Buy-Back on the share capital, net assets, working capital, EPS and dividend of the Company, assuming the purchase of own shares are up to the 4

9 CONTENTS maximum ten per centum (10%) of the total number of issued shares of the Company, are set out below:- 5.1 Share Capital The Proposed Share Buy-Back will have no effect on the number of issued share of the Company if all the Purchased Shares are held as treasury shares, resold, or distributed to the shareholders of the Company. If all the Purchased Shares are cancelled, it will result in a reduction on the total number of issued share of the Company as illustrated below: Number of Shares Total number of issued Shares as at LPD 733,831,055 Less : 10% of the total number of shares to be purchased and (73,383,105) cancelled Resultant share capital 660,447, Net Assets The effect of the Proposed Share Buy-Back on the net assets of the Group will depend on the actual number of Purchased Shares, the purchase price of Unisem Shares, the effective funding cost to the Unisem Group to finance its share buy-back, if any, or any loss in interest income to the Company, and whether the Purchased Shares are cancelled or retained as treasury shares. If the Purchased Shares are cancelled, the Proposed Share Buy-Back is likely to reduce the net assets per share of the Company if the purchase price exceeds the net assets per share at the time of purchase, and likewise, the net assets per share of the Company would be increased if the purchase price is less than the net assets per share at the time of purchase. Should the Purchased Shares be resold, the net assets of the Unisem Group will be increased if the Company realizes a gain from the resale, and vice versa. 5.3 Working Capital The Proposed Share Buy-Back will reduce the working capital and cashflow of the Group, the quantum of which depends on, amongst others, the number of Unisem Shares eventually purchased and the purchase price of Unisem Shares. Cashflow of the Company will be affected if it is wholly and/or partly financed by internally generated funds and resulted in a lower amount of cash reserves available for dividends to be declared to shareholders as funds are utilized to purchase shares. 5.4 Earnings and EPS The effects of the Proposed Share Buy-Back on the earnings of the Unisem Group would depend on the purchase prices and number of Purchased Shares as well as the effective funding cost if any, or any loss in interest income to the Group. Assuming that the Purchased Shares are retained as treasury shares and subsequently resold, the extent of the effects on the earnings of the Unisem Group will depend on the actual selling price, the number of the treasury shares resold, and the effective gain or interest savings arising from the exercise. 5

10 CONTENTS If the Purchased Shares are cancelled, the Proposed Share Buy-Back will increase the EPS of the Group provided that the income foregone and interest expenses incurred on the Purchased Shares are less than the EPS prior to the Proposed Share Buy-Back. 5.5 Dividends Barring unforeseen circumstances, the Proposed Share Buy-Back is not expected to have any impact on the decision of the Board in recommending dividends to shareholders of Unisem. However, as stipulated in Section above, the Board may have the option to distribute future dividends in the form of treasury shares purchased pursuant to the Proposed Share Buy-Back. 5.6 Directors and Substantial Shareholders Shareholdings Based on the Register of Directors Shareholding and Register of Substantial Shareholders as at LPD and assuming that the Proposed Share Buy-Back is implemented up to the maximum of ten percent (10%) of the total number of issued Share, the effect of the Proposed Share Buy-Back on the shareholdings of the Directors and Substantial Shareholders of the Company are set out as below:- No. of shares held as at LPD After full implementation of the Proposed Share Buy-Back Direct % Indirect % Direct % Indirect % Directors John Chia Sin Tet 63,025, ,167, ,025, ,167, Francis Chia Mong 1,720, ,894, ,720, ,894, Tet Alexander Chia 2,000, ,000, Jhet Wern Dato Gregory 500, , Wong Guang Seng Yen Low 27,882, ,193, ,882, ,193, Sau Chee Ang Chye Hock 383, , Lim Siew Eng 10, , Substantial Shareholders Jayvest Holdings 87,287, ,798, ,287, ,798, Sdn Bhd John Chia Sin Tet 63,025, ,167, ,025, ,167, Yen Low 27,882, ,193, ,882, ,193, Sau Chee The Estate of Soo Yut Kuan ,085, ,085, Notes: 1. Deemed interested by virtue of his interest in Jayvest Holdings Sdn Bhd, Lancar Indah Sdn Bhd, SCQ Industries Bhd, his son and nominee companies/pledged securities accounts. 2. Deemed interested by virtue of his interest in his sons and daughter, ANF Tet Holdings Sdn Bhd and nominee companies/pledged securities accounts. 3. Deemed interested by virtue of his interest in his spouse, Lancar Indah Sdn Bhd and nominee companies/pledged securities accounts. 4. Deemed interested by virtue of its interest in SCQ Industries Bhd. 5. Deemed interested by virtue of its interest in Jayvest Holdings Sdn Bhd and SCQ Industries Bhd. 6

11 CONTENTS 6. IMPLICATIONS OF THE PROPOSED SHARE BUY-BACK IN RELATION TO THE RULES If as a result of the Proposed Share Buy-Back, (a) a shareholder who holds less than thirty three percent (33%) of the total number of issued shares of the Company has inadvertently increased his shareholding to more than thirty three percent (33%); or (b) a shareholder who holds more than thirty three percent (33%) but less than fifty percent (50%) of the total number of issued shares of the Company has inadvertently increased his shareholdings by two percent (2%) or more than two percent (2%) within six (6) months period, the said shareholder will be obliged under the Rules to make a mandatory general offer for the remaining ordinary shares of Unisem not held by him. However, the said shareholder is allowed to make an application to the Securities Commission under the Rules for a waiver from implementing a mandatory general offer, subject to the affected shareholder and the parties acting in concert complying with certain conditions, if the obligation is triggered as a result of action outside their direct participation. The Company intends to implement the Proposed Share Buy-Back in the manner that will not result in any of the shareholders having to undertake a mandatory offer pursuant to the Rules. In this respect, the Board will be mindful of the requirement of the Rules when making any purchases of Unisem Shares pursuant to the Proposed Share Buy-Back. 7. HISTORICAL SHARE PRICES The monthly highest and lowest closing prices of Unisem Shares as traded on Bursa Securities for the past twelve (12) months from March 2017 to February 2018 are as follows:- High RM Low RM 2017 March April May June July August September October November December January February INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors or Substantial Shareholders of the Company or persons connected to them has any interest, directly or indirectly, in the Proposals. 7

12 CONTENTS 9. OPINION AND RECOMMENDATION FROM DIRECTORS Our Board, having taken into consideration all aspects of the Proposals, is of the opinion that the Proposals are in the best interest of the Company and its shareholders. Accordingly, our Board recommends that our shareholders vote in favour of the resolutions on the Proposals to be tabled at the forthcoming AGM of the Company. 10. ANNUAL GENERAL MEETING The 29 th AGM of the Company will be held at Concorde Ballroom, Lobby Level, Concorde Hotel Kuala Lumpur, No. 2, Jalan Sultan Ismail, Kuala Lumpur on 25 April 2018, Wednesday at a.m. The notice of the AGM is enclosed in the 2017 Annual Report of the Company. If you are unable to attend and vote in person at the AGM, you are requested to complete, sign and return the Form of Proxy enclosed in the 2017 Annual Report of the Company in accordance with the instructions contained therein as soon as possible and in any event, so as to arrive at our Registered Office at Letter Box #95, 9 th Floor, UBN Tower, 10, Jalan P. Ramlee, Kuala Lumpur, Malaysia not later than 48 hours before the time set for the AGM or any adjournment thereof. The lodging of the Form of Proxy does not preclude you from attending and voting in person should you subsequently wish to do so. 11. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by our Board and they collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading information or other facts the omission of which, would make any statement in this Circular false or misleading. 12. FURTHER INFORMATION Copies of the following documents will be available for inspection at our Registered Office at Letter Box #95, 9th Floor, UBN Tower, 10, Jalan P. Ramlee, Kuala Lumpur, Malaysia during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of our forthcoming AGM: (i) the M&A of the Company; and (ii) the audited consolidated financial statements of the Company for the past three (3) financial years ended 31 December 2015, 2016 and Yours faithfully for and on behalf of the Board of Directors of UNISEM (M) BERHAD JOHN CHIA SIN TET Chairman/Group Managing Director 8

13 APPENDIX I ORDINARY RESOLUTION 7 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 29 TH AGM OF THE COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 APRIL 2018 AT A.M. PROPOSED SHARE BUY-BACK UP TO TEN PERCENT (10%) OF THE ISSUED SHARE CAPITAL OF THE COMPANY (I) THAT subject always to the Companies Act, 2016 ( Act ), provisions of the Company s constitution and the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and any other relevant authorities, and other relevant approvals, approval be and is hereby given to the Company and the Directors of the Company to purchase the ordinary shares of the Company ( Shares ) through Bursa Securities, subject to the following:- (a) the maximum number of Shares that may be purchased by the Company shall not exceed ten percent (10%) of the total number of issued shares of the Company at any point of time; (b) the maximum fund to be allocated by the Company for purpose of purchasing its Shares shall not exceed the total retained profits of the Company; and (c) the Shares purchased are to be treated in either of the following manner:- (i) cancel the Shares so purchased; or (ii) retain the Shares so purchased as treasury shares; or (iii) retain part of the Shares purchased as treasury shares and cancel the remainder The treasury shares may be distributed as dividends to the shareholders and/or resold through Bursa Securities and/or subsequently cancelled. (II) AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution until:- (i) the conclusion of the next Annual General Meeting, at which time it will lapse, unless the authority is renewed by a resolution passed at the meeting, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next Annual General Meeting of the Company after that date is required to be held pursuant to the provision of the Act; or (iii) revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting of the Company, whichever occurs first. AND THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient in the best interest of the Company with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted under relevant authorities and to deal with all matters in relation thereto and to take such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the transactions contemplated and/or authorized by this Ordinary Resolution. 9

14 APPENDIX II SPECIAL RESOLUTION 1 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 29TH AGM OF THE COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 APRIL 2018 AT A.M. PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY THAT approval be and is hereby given for the Company to amend the existing Memorandum and Articles of Association of the Company in its entirety and in place thereof the proposed new Constitution of the Company as set out in Appendix III of the Circular to Shareholders dated 27 March 2018 be and is hereby adopted with immediate effect as the Constitution of the Company AND THAT the Directors of the Company be and are hereby authorised to assent to any modification, variation and/or amendment as may be required by the relevant authorities and to do all acts and things and take all such steps as may be considered necessary to give full effect to the foregoing. 10

15 APPENDIX III PROPOSED NEW CONSTITUTION OF UNISEM (M) BERHAD ( V) Incorporated on the 19 th day of June,

16 CONSTITUTION OF UNISEM (M) BERHAD TABLE OF CONTENTS Regulation Page 1. Name of Company Registered Office Liability of members... 1 DEFINITION AND INTERPRETATION 4. DEFINITION AND INTERPRETATION... 1 OBJECTS 5. OBJECTS... 3 SHARES 6. Capital Special Rights Redeemable preference shares Rights of Preference and other shareholders Allotment of shares Minimum Subscription Director not to participate in issue of share to employees Power to differentiate Instalments on shares to be duly paid Payment of commission Interest on capital raised for buildings, etc Power to purchase shares of the Company and offer financial assistance Trust affecting shares Power to ask for particulars Shares not to be registered in the name of minor, person of unsound mind... 6 ISSUE OF SECURITIES/CERTIFICATES 21. Issue of securities New certificate may be issued... 6 CALLS ON SHARES 23. Calls Notice of call When call deemed to be made Member not entitled to privileges of membership until all calls paid Interest on calls or instalments Sums payable on allotment deemed to be calls Payments of calls in advance Proof of money due for call at trial or hearing for recovery of such money... 8 FORFEITURE 31. Notice of forfeiture Form of notice Forfeiture of non-payment Notice of resolution of forfeiture and entry on Register... 8 i

17 Regulation Page 35. Certificate to be delivered Sale of shares forfeited Power to annual forfeiture Liability on forfeiture Surrender of shares Statutory declaration of forfeiture shares Title of purchaser of forfeiture shares Application of forfeiture provisions... 9 LIEN 43. Company s lien on shares Power of sale Application of proceeds of sale Transfer on sale under lien Certificate of proprietorship TRANSFER OF SHARES 48. Transfer of securities Transferor s Rights No restriction on fully paid shares No transfer to minor, etc Refusal to transfer When transfer books and register may be closed Notice of intention to close register Branch Register TRANSMISSION OF SHARES 56. Death of member Rights on death bankruptcy or insolvency Election Dividends and voting powers TRANSMISSION OF SECURITIES 60. Transmission of securities CONVERSION OF SHARES INTO STOCK 61. Conversion of shares into stock and re-conversion Stock may be transferred Participation in dividends and profits Provisions applicable to shares shall apply to stock ALTERATION OF CAPITAL 65. Company may alter its capital in certain ways INCREASE OF CAPITAL 66. Company may increase its capital Offer of new shares or securities to existing members Issue a new shares or convertible securities MODIFICATION OF CLASS RIGHTS 69. Rights of various classes be altered Repayment of preference capital COMPLIANCE WITH THE CENTRAL DEPOSITORIES ACT 71. Conflict ii

18 Regulation Page 72. Duty to notify member (or debenture/interest holder) on conversion as a prescribed security Compliance with the Central Depositories Act and Rules Withdrawal of Deposited Securities Share split, consolidation and capital restructuring General meeting and record of depositors GENERAL MEETINGS 77. Ordinary and Extraordinary meetings Form of requisition for meeting. When requisitionists may call meeting Business at requisitioned meeting Notice of meetings Notice to be accompanied by statement Omission of notice Notice of Annual General Meeting Notice of special or ordinary resolution Member s right to appoint proxy PROCEEDINGS AT GENERAL MEETINGS 86. Quorum Special business Quorum to be present when business commenced No business to be transacted without Chairman Chairman of general meeting When if quorum not present meeting to be dissolved and when to be adjourned Quorum at adjourned meeting How questions to be decided at meetings; casting vote Voting rights of shares of different monetary denomination Poll Power to adjourn general meeting In what case poll taken without adjournment Business may proceed notwithstanding demand of poll Voting wrongly counted Minutes of general meeting VOTES OF MEMBERS 100. Vote of members Member of unsound mind No member entitled to vote while call due to Company Objections to vote Instrument appointing proxy to be in writing Corporation can appoint representatives Appointment of at least one proxy Instrument appointing proxy to be deposited When vote by proxy valid though authority revoked Votes of transmission shares Voting right of proxy Form of instrument appointing a proxy DIRECTORS 112. Number of Directors and first Directors Chairman of Directors Director not required to hold qualification share Retirement of Directors Selection of Directors to retire. Eligibility for re-election Election of Directors at adjourned meeting iii

19 Regulation Page 118. Power to add to Directors Candidature for election as Director Separate Resolution for appointment of Directors Remuneration of Directors Special remuneration of Director Directors expenses Disqualification of Directors Removal of Directors Right to hold office of profit under the Company Directors may contract with Company When Director of the Company appointed Director of a subsidiary company ALTERNATE DIRECTOR 129. Appointment and remuneration of alternate Director Cessation of appointment of alternate Director Responsibility of an alternate Director POWER OF DIRECTORS 132. General power of Company vested in Directors Restriction on Directors power of undertaking of the Company Borrowing powers Directors to comply with Act Appointment of Attorney Directors Pensions Power to maintain Pension Fund Minutes to be made and when signed by Chairman to be conclusive evidence PROCEEDINGS OF DIRECTORS 140. Proceedings, meetings of Directors and quorum Calling of meetings Chairman or Deputy Chairman of Directors Power of quorum Decision at a meeting of Directors When acts of Directors or committee valid notwithstanding defective appointment, etc Power to act notwithstanding vacancy Committees Chairman of Committee Meeting of Committees Resolution in writing MANAGING DIRECTORS 151. Power to appoint Managing Director Managing Director is subject to retirement by rotation Remuneration of Managing Director Powers of Managing Director SECRETARY 155. Secretary COMMON SEAL 156. Common Seal/Share Seal Custody of Seal Power to have a seal for use abroad ACCOUNTS 159. Accounts iv

20 Regulation Page 160. Inspection Presentation of Accounts Circulation of accounts to members Particular of investments AUDIT 164. Audit Auditor s right to receive notices of and attend and speak at general meetings Audited accounts DIVIDENDS 167. Profits of company which are to be distributed by way of dividend Dividends Extent of dividend Retention of dividend Interim dividends Payment out of net profits to be conclusive Director s declaration of net profits to be conclusive Ranking for dividend Right to dividend in respect of a transferred share Unclaimed dividends Register Deduction Payment of dividends in specie Capitalisation of reserves Payment of dividend RESERVE AND DEPRECIATION FUNDS 182. Reserve funds Depreciation fund Investment of money BILLS, NOTES CHEQUES AND RECEIPTS 185. Negotiable instrument Receipt NOTICES 187. Service of notice on members Member to notify and register his address How to be advertised Notification on website posting When notice by post deemed to be served Notice to registered holders Notice to persons entitled to a share in consequence of death, bankruptcy or insolvency Notice in respect of deceased holders Notice of general meeting Period of notice Authority WINDING UP 198. Distribution of assets Distribution of assets in specie or kind Proceeds of sale by liquidator Liquidator s power of sale v

21 Regulation Page SECRECY CLAUSE 202. Secrecy INDEMNIFICATION OF OFFICERS 203. Indemnity of officers Liability AUTHENTICATION OF DOCUMENTS 205. Power to authenticate documents Certified copies of resolution of the Directors EFFECT OF THE LISTING REQUIREMENTS 207. Effect of the Listing requirements PERSONAL DATA 208. Personal Data vi

22 THE COMPANIES ACT, 2016 PUBLIC COMPANY LIMITED BY SHARES THE CONSTITUTION OF UNISEM (M) BERHAD The name of the Company is UNISEM (M) BERHAD. 2. The registered office of the Company will be situated in Malaysia. 3. The liability of the members is limited. DEFINITION AND INTERPRETATION 4. (a) The headings and sub-headings hereto shall not affect the construction thereof, and in these present unless there be something in the subject or context inconsistent therewith:- the Act WORDS the Company this Constitution the Central Depository the Central Depositories Act the Depositor the Deposited Security the Directors Dividend Dividend Reinvestment Scheme MEANINGS means the Companies Act, 2016 and all subsidiary legislation thereunder for the time being in force and affecting the Company. means UNISEM (M) BERHAD. the Constitution of the Company as originally framed or as from time to time altered by Special Resolution means the BURSA MALAYSIA DEPOSITORY SDN. BHD. (Company No W) means THE SECURITIES INDUSTRY (CENTRAL DEPOSITORIES) ACT 1991, or any statutory modification amendment or re-enactment thereof for the time being in force. means a holder of securities account established by the Central Depository. means a security standing to the credit of a security account and includes securities in a securities account that is in suspense. means the Directors of the Company for the time being, includes any person occupying the position of Director of the Company by whatever name called and includes a person in accordance with those directions or instructions the majority of Directors of the Company are accustomed to act and their alternate includes bonuses. A scheme which enables shareholders to reinvest cash dividend into new shares 1

23 the Exchange/ Stock Exchange(s) Exempt Authorised Nominee Listing Requirements Managing Director Market day member month the office the prescribed securities proxy the Record of Depositors the Register the Registrar of Companies Regulation the Rules Seal the Secretary Securities Account means BURSA MALAYSIA SECURITIES BERHAD (Company No W) or any other stock exchange(s) on which the shares or other Securities of the Company are quoted from time to time. means an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Subsection 25A(1) of the Central Depositories Act. means the Listing Requirements of Bursa Malaysia Securities Berhad including any amendments to the Listing Requirements that may be made from time to time. means a managing director, or a person performing the functions of a managing director, by whatever name called. means any day between Monday Friday which is not a market holiday or public holiday. means any person/persons for the time being holding shares in the Company and whose names appear in the Register of Member including depositors whose names appear on the Record of Depositors (except Bursa Malaysia Depository Nominees Sdn Bhd) and who shall be treated as if he was a member pursuant to Section 35 of the Central Depositories Act but excludes the Central Depository in its capacity as a bare trustee. means calendar month. means the Registered Office for the time being of the Company. means securities which have been prescribed by the Stock Exchange to be deposited with the Central Depository in accordance with Section 14 of the Central Depositories Act. includes attorney duly constituted under a power of attorney. means a record provided by the Central Depository to the Company or its registrar under Chapter 24.0 of the Rules. means the Register of Members to be kept pursuant to the Act. means the Registrar of Companies designated under Section 20A(1) of the Companies Commission of Malaysia Act means any provisions in this Constitution as originally framed or as altered from time to time means the Rules of the Central Depository. means the Common Seal of the Company. means any person appointed to perform the duties of secretary of the Company. an account established by the Central Depository for a Depositor for the recording of deposit of securities and for dealing in such 2

24 securities by the Depositor defined in the Central Depositories Act. the securities Special Resolution in writing and written has the meaning assigned thereto by Section 2(1) of the Capital Markets and Services Act has the meaning assigned thereto by the Act. written or produced by any substitute for writing (including photocopy, typewriting, printing, lithography and photography), or partly written and partly so produced and in respect of any notice in writing or in writing to be given by the Company pursuant to or under this Constitution, In Writing or in writing shall include telex, facsimile, telegram, electronic mail and other methods of communicating writing in visible form Words importing the singular number only shall include the plural number, and vice versa. Words importing the masculine gender only shall include the feminine and neuter genders; and Words importing persons shall include corporation. (b) (c) (d) The regulations as set out in the Third Schedule of the Act shall not apply except so far as the same are repeated or contained in this Constitution. Unless the context otherwise requires, works or expressions contained in this Constitution shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which this Constitution becomes binding on the Company. The headings and sub-headings are inserted for convenience and shall not affect the interpretation and construction of the Constitution. OBJECTS 5. The objects for which the Company is established are:- (1) To manufacture and produce semi-conductor devices and electronic components either as principals or agents, trade and deal in any articles belonging to any such business or things used in connection therewith or with any inventions, patents or privileges for the time being used by the Company. (2) To carry on the business of export and import of semi-conductor devices and electronic components and any articles in connection therewith. (3) To purchase, establish and carry on business as general merchants, manufacturers, importers, exporters, commission agents, delcredere agents, removers, packers stores, storekeepers, factors and manufacturers of and dealers in foreign and local produce, manufactured goods, materials and general merchandise and to import, buy prepare, manufacture, render marketable, sell barter, exchange, pledge, charge, make advances on and otherwise deal in or produce goods, materials and merchandise generally either in their prepared, manufactured or raw state. (4) To carry on business as an investment holding company, and in particular to invest the moneys of the Company in or otherwise to acquire and hold shares, stocks, debentures, debenture stock, scrip, loans, bonds, obligations, notes, securities and investments issued or guaranteed by any company, corporation, association, body or trust constituted or carrying on business in any part of the world, and in the funds or loans or 3

25 other securities and investments of or issued or guaranteed by any government, state, or dominion, public body or authority, supreme, municipal, local or otherwise whether at home or abroad. (5) Section 21 of the Act shall apply. And it is hereby declared that the word company in this clause except where used in reference to this Company, shall be deemed to include any partnership or other body of persons whether incorporated or unincorporated and whether domiciled in Malaysia or elsewhere, and the Company shall have full power to exercise all or any of the objects conferred by this Constitution in any part of the world. 6. Capital SHARES The share capital of the Company is its issued share capital. 7. Special Rights Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred deferred or other special rights or such restriction, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine. 8. Redeemable preference shares Subject to the Act and this Constitution, the Company shall have power to issue preference shares carrying a right to redemption out of profits or liable to be redeemed at the option of the Company or to issue further preference capital ranking equally with or in priority to preference shares already issued and the Directors may, subject to the provision of the Act, redeem such shares on such terms and in such manner as provided for by this Constitution. 9. Rights of Preference and other shareholders (1) The holder of a preference share must be entitled to a right to vote in each of the following circumstances:- (a) (b) (c) (d) (e) (f) when the dividend or part of the dividend on the share is in arrears for more than six (6) months; on a proposal to reduce the Company s share capital; on a proposal for the disposal of the whole of the Company s property, business and undertaking; on a proposal that affects rights attached to the share; on a proposal to wind up the Company; and during the winding up of the Company. (2) A holder of a preference share must be entitled to the same rights as a holder of an ordinary share in relation to receiving notices, reports and audited accounts, and attending meetings. (3) The rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same. 10. Allotment of shares Subject to the provisions of the Act and approval of shareholders in general meeting, the Directors may allot, grant options, or otherwise dispose of the shares to such persons on such terms and conditions and either at a premium or at par or (subject to the provisions of the Act) at a discount and at such times as the Directors think fit and with full power to give to any person the right to call for the allotment of any shares either at par or at premium or at a 4