ECO WORLD DEVELOPMENT GROUP BERHAD (Company No V) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

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 advisers immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. ECO WORLD DEVELOPMENT GROUP BERHAD (Company No V) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The resolution in respect of the above proposal will be tabled at the 42 nd Annual General Meeting ( AGM ) of the Company. The Notice of the 42 nd AGM together with the Form of Proxy are set out in the 2015 Annual Report of the Company which is despatched together with this Circular. Date and time of the AGM : Thursday, 24 March 2016 at a.m. or at any adjournment thereof Venue of the AGM : Function Room 1, Setia City Convention Centre, No. 1, Jalan Setia Dagang AG U13/AG, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan, Malaysia Last date and time for lodging the Form of Proxy : Tuesday, 22 March 2016, a.m. or at any adjournment thereof This Circular is dated 26 February 2016

2 DEFINITIONS Except where the context otherwise requires, the following shall apply throughout this Circular: Act : Companies Act, 1965, as amended from time to time and any reenactment thereof AGM : Annual General Meeting Board : Board of Directors of EW Berhad Bursa Securities : Bursa Malaysia Securities Berhad Dato Chang : Dato Chang Khim Wah, the President and Chief Executive Officer of our Company Dato Haji Obet : Dato Haji Obet bin Tawil, the Independent Non-Executive Director of our Company Dato Idrose : Dato Idrose bin Mohamed, the Independent Non-Executive Director of our Company Dato Leong : Dato Leong Kok Wah, the Non-Independent Non-Executive Deputy Chairman of our Company Dato Noor : Dato Noor Farida binti Mohd Ariffin, the Independent Non-Executive Director of our Company Dato Voon : Dato Voon Tin Yow, the Executive Director of our Company Datuk Heah : Datuk Heah Kok Boon, the Executive Director and Chief Financial Officer of our Company Director(s) : Shall have the meaning given in Section 2(1) of the CMSA 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 EW Berhad or our Company EW Berhad Group or our Group : Eco World Development Group Berhad : EW Berhad, our subsidiaries and joint venture EWI : Eco World International Berhad EW Investment : Eco World Investment Co Ltd EWI Marketing : Eco World International Marketing Sdn Bhd (formerly known as First Marque Sdn Bhd) EWPM : Eco World Project Management Sdn Bhd, a wholly-owned subsidiary of our Company EW Sdn Bhd : Eco World Development Sdn Bhd EW Share(s) or Share(s) : Ordinary share(s) of RM0.50 each in EW Berhad EW Singapore : Eco World Development (S) Pte Ltd, a wholly-owned subsidiary of our Company GDV : Gross development value Liew Tian Xiong : Liew Tian Xiong, the Executive Director of our Company Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time and any re-enactment thereof LPD : 29 January 2016, being the latest practicable date prior to the printing of this Circular i

3 DEFINITIONS (Cont d) Major Shareholder(s) : A person who has an interest or interests in one or more voting shares in our Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: (a) (b) 10% or more of the aggregate of the nominal amounts of all the voting shares in our Company; or 5% or more of the aggregate of the nominal amounts of all the voting shares in our Company where such person is the largest shareholder of our Company For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act. A major shareholder 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 major shareholder of our Company, its subsidiaries or holding company Person(s) Connected : In relation to a Director or Major Shareholder, means, such person who falls under any one of the following categories: (a) (b) (c) (d) (e) (f) (g) (h) (i) a family member of the Director or Major Shareholder. Family in relation to a person means such person who falls within any one of the following categories: (i) spouse; (ii) parent; (iii) child including an adopted child and step-child; (iv) brother or sister; and (v) spouse of the person referred to in subparagraph (iii) and (iv) above a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director or Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary; a partner of the Director or Major Shareholder or a partner of a person connected with that Director or Major Shareholder; a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that Director or Major Shareholder; a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; body corporate in which the Director or Major Shareholder, or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation ii

4 DEFINITIONS (Cont d) Proposed Shareholders Mandate : Proposed shareholders mandate for Recurrent Related Party Transactions to be entered into by our Group from the date of the forthcoming 42 nd AGM to the next AGM Puan Sri How : Puan Sri Datin Sri How Teng Teng Recurrent Related Party Transaction(s) : Related Party Transaction(s) involving recurrent transactions of a revenue or trading nature that are necessary for the day-to-day operations and are in the ordinary course of business of our Group Related Party(ies) : Director(s), Major Shareholder(s) or Person(s) Connected with such Director or Major Shareholder Related Party Transaction(s) : Transaction(s) entered into by EW Berhad which involve(s) the interests, direct or indirect, of the Related Party(ies) Tang Kin Kheong : Tang Kin Kheong, the Senior Independent Non-Executive Director of our Company Tan Sri Lee : Tan Sri Lee Lam Thye, the Non-Independent Non-Executive Director of our Company Tan Sri Liew : Tan Sri Dato Sri Liew Kee Sin, the Non-Independent Non-Executive Chairman of our Company Tan Sri Rashid : Tan Sri Abdul Rashid bin Abdul Manaf, the Founder and the Non- Independent Non-Executive Director of our Company UK : United Kingdom Currencies AUD : Australian Dollar, the lawful currency of Australia : Great Britain Pound, the lawful currency of United Kingdom RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia Group are to our Company, subsidiaries and joint venture. References to we, us, our and ourselves are to our Company and where the context requires, shall include our subsidiaries and joint venture. All references to you in this Circular are to our shareholders. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include corporations. Any reference to any enactment in this Circular is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular is 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. iii

5 TABLE OF CONTENTS LETTER TO THE OUR SHAREHOLDERS CONTAINING: PAGE 1. INTRODUCTION DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE APPROVAL REQUIRED INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM OPINION AND RECOMMENDATION FROM DIRECTORS DETAILS OF THE 42 ND AGM FURTHER INFORMATION APPENDICES APPENDIX I - ORDINARY RESOLUTION 9 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 42 ND AGM OF OUR COMPANY SCHEDULED TO BE HELD ON THURSDAY, 24 MARCH 2016 AT A.M. APPENDIX II - FURTHER INFORMATION NOTICE OF 42 ND AGM - ENCLOSED IN THE 2015 ANNUAL REPORT FORM OF PROXY - ENCLOSED IN THE 2015 ANNUAL REPORT iv

6 ECO WORLD DEVELOPMENT GROUP BERHAD (Company No V) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: Level 7, Menara Milenium Jalan Damanlela, Pusat Bandar Damansara Damansara Heights, Kuala Lumpur Wilayah Persekutuan Malaysia 26 February 2016 Board of Directors: Tan Sri Abdul Rashid bin Abdul Manaf (Founder and Non-Independent Non-Executive Director) Tan Sri Dato Sri Liew Kee Sin (Non-Independent Non-Executive Chairman) Dato Leong Kok Wah (Non-Independent Non-Executive Deputy Chairman) Dato Chang Khim Wah (President and Chief Executive Officer) Dato Voon Tin Yow (Executive Director) Datuk Heah Kok Boon (Executive Director and Chief Financial Officer) Liew Tian Xiong (Executive Director) Tan Sri Lee Lam Thye (Non-Independent Non-Executive Director) Tang Kin Kheong (Senior Independent Non-Executive Director) Dato Idrose bin Mohamed (Independent Non-Executive Director) Dato Haji Obet bin Tawil (Independent Non-Executive Director) Dato Noor Farida binti Mohd Ariffin (Independent Non-Executive Director) To: Our Shareholders Dear Sir/Madam PROPOSED SHAREHOLDERS MANDATE 1. INTRODUCTION We had on 19 March 2015 and 19 August 2015, obtained shareholders mandate for our Group to enter into certain Recurrent Related Party Transactions on terms that are not more favourable to the Related Parties than those generally available to the public. The authority conferred by the existing shareholders mandate shall in accordance with the Listing Requirements lapse at the conclusion of the forthcoming 42 nd AGM of our Company unless authority for its renewal is obtained from our shareholders at the forthcoming 42 nd AGM of our Company. In relation thereto, we had on 10 February 2016, announced our intention to seek our shareholders approval for the Proposed Shareholders Mandate at the forthcoming 42 nd AGM of our Company. 1

7 The purpose of this Circular is to provide you with the relevant information on the Proposed Shareholders Mandate and to seek your approval for the ordinary resolution to be tabled at our forthcoming 42 nd AGM of our Company. The Notice of the 42 nd AGM together with the Form of Proxy are enclosed in the 2015 Annual Report which is despatched together with this Circular. An extract of the ordinary resolution in respect of the Proposed Shareholders Mandate is set out in Appendix I of this Circular. YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO BE TABLED AT OUR FORTHCOMING 42 ND AGM OF OUR COMPANY. 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 Introduction Pursuant to Part E, paragraph of Chapter 10 of the Listing Requirements, our Company may seek our shareholders mandate with regard to Related Party Transactions involving recurrent transactions of a revenue or trading nature which are made at arm s length and are necessary for its day-to-day operations subject to, among others, the following: (a) (b) the transactions are in the ordinary course of business of our Group and are on terms not more favourable to the Related Parties than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where: (i) (ii) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1.0 million or more; or the percentage ratio of such Recurrent Related Party Transactions is 1% or more, whichever is the higher; (c) (d) (e) the circular to our shareholders for the shareholders mandate shall include the information as may be prescribed by Bursa Securities; in a meeting to obtain shareholders mandate, the interested Director, interested Major Shareholder or interested Person Connected to a Director or Major Shareholder and where the interest of an interested Person Connected to a Director or Major Shareholder is involved, such Director or Major Shareholder, must not vote on the resolution approving the transactions and an interested Director or interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and our Company to immediately announce to Bursa Securities when the actual value of a Recurrent Related Party Transaction entered into by our Company, exceeds the estimated value of the Recurrent Related Party Transaction disclosed in this Circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement. As disclosed in Section 2.3.1(a) of this Circular, the estimates of the value of this category of transactions cannot be ascertained given the various types of properties sold by our Group which varies from project to project and that the Directors, Major Shareholders and/or Person Connected with them who intend to purchase the properties sold by our Group could not be ascertain at this juncture. However, in accordance with Section 3.3 of Practice Note 12 of the Listing Requirements, any one of the percentage ratios of the transaction cannot exceed 10%. 2

8 The principal activity of our Company is investment holding whilst our subsidiaries and joint venture are principally involved in, among others the property development, property investment holding, project management and supplying of building materials. It is envisaged that in the ordinary course of our Group s businesses, transactions of a revenue or trading nature between companies in our Group and the Related Parties are likely to occur, and which are necessary for its day-to-day operations. In this respect, our Company is seeking approval from shareholders for the Proposed Shareholders Mandate which will allow our Group, in their ordinary course of business, to enter into the category of Recurrent Related Party Transaction disclosed in Section of this Circular with the Related Parties, provided such transaction is made at arms length, on our Group s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of our Company. The Proposed Shareholders Mandate is subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders Mandate shall take effect from and including 24 March 2016, being the date of the forthcoming 42 nd AGM, and shall continue to be in force until: (a) (b) (c) the conclusion of the next AGM of our Company following the 42 nd AGM at which such Proposed Shareholders Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. Disclosure will be made in our annual report in accordance with Paragraph of Practice Note 12 of the Listing Requirements, which requires a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year pursuant to the Proposed Shareholders Mandate based on the following information: (a) (b) type of Recurrent Related Party Transactions made; and names of the Related Parties involved in each type of the Recurrent Related Party Transaction made and their relationship with our Company. Details of the Recurrent Related Party Transaction of our Group which is in accordance with Paragraph (1) of the Listing Requirements are set out in the ensuing paragraphs. 2.2 Classes of Related Parties The Proposed Shareholders Mandate will apply to the following classes of Related Parties: (a) (b) (c) Directors; Major Shareholders; and Persons Connected with our Directors and/or Major Shareholders. 3

9 2.3 Details of Recurrent Related Party Transaction contemplated under the Proposed Shareholders Mandate The class and nature of the Recurrent Related Party Transaction of our Group is as follows: Transacting party within our Group Transacting Related Parties Nature of transactions Interested Related Parties Estimated value during the validity period (1) of the mandate Estimated value for the preceding year s mandated Actual value of transaction up to LPD (a) EW Berhad Group Directors and/or Major Shareholders of and Persons Connected with them Sale of land or land based properties to Related Party(ies) in the ordinary course of business of not more than 10% of any one of the percentage ratios in the Listing Requirements Directors and/or Major Shareholders and Persons Connected with them (2) (RM 000) (RM 000) (RM 000) (3) (4) 55,765 (5) (b) EWPM Gito Gaya Sdn Bhd Lease / rental of office space by EWPM from Gito Gaya Sdn Bhd (6) Tan Sri Liew (7) Puan Sri How (8) Liew Tian Xiong (9) 360 (10) 390 (11) 300 (5) (c) EW Singapore EWI Marketing Provision of promotion and marketing services by EW Singapore to EWI Marketing in relation to properties owned by EWI in the UK and Australia (12) Tan Sri Liew (13) Dato Voon (14) Liew Tian Xiong (15) 5,500 (16) 6,000 (17) 1,406 (18) [The rest of this page has been intentionally left blank] 4

10 Notes: (1) Validity period refers to the period from the date of the forthcoming 42 nd AGM until the next AGM. (2) Directors, Major Shareholders and/or Persons Connected with them who intend to purchase the properties sold by our Group could not be ascertained at this juncture. (3) There is no threshold for the approval as the sale of properties by our Group to the Related Parties are guided by the provision in Section 3.3 of Practice Note 12 of the Listing Requirements and will be carried out at arm s length basis, on transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. (4) As disclosed in the circular dated 25 February 2015, estimates of the value of this category of transactions cannot be ascertained given the various types of properties sold by our Group which varies from project to project. (5) Actual value of the transaction since the AGM held on 19 March (6) Rental for office premises at No. 59 & 60, Setia Avenue, No. 2, Jalan Setia Prima S U13/S, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan, Malaysia for a period of not more than three (3) years payable on a monthly basis. (7) Tan Sri Liew is a Director of EW Berhad and also a director and major shareholder of Gito Gaya Sdn Bhd. (8) Puan Sri How is the spouse of Tan Sri Liew and a director and major shareholder of Gito Gaya Sdn Bhd. (9) Liew Tian Xiong is a Director and Major Shareholder of EW Berhad and the son of Tan Sri Liew and Puan Sri How. (10) The estimated value is based on the rental payable of RM30,000 per month and on the assumption that the next AGM will be held in March The estimated value is subject to changes if the actual AGM is held earlier or later than the expected date of AGM. (11) Disclosed in the circular to shareholders dated 25 February (12) EWI Marketing, a wholly-owned subsidiary of EWI, had appointed EW Singapore for the provision of promotion and marketing services in Singapore based on an agreed fee for services which includes marketing support, preparation of marketing and promotional materials and developing and implementing advertising and public relations campaigns with press and other media in relation to the following properties which have been identified by EWI Marketing and other properties to be identified by EWI Marketing from time to time: (i) (ii) three residential-led development sites in the UK, namely London City Island Phase 2 in Canning Town, East London, Embassy Gardens Phase 2 in Nine Elms and Wardian London in Canary Wharf; and mixed residential and commercial project development site in Australia, namely West Village in Parramatta, Sydney. (13) Tan Sri Liew is a Director of EW Berhad and also a Director and major shareholder of EWI, the ultimate holding company of EWI Marketing. (14) Dato Voon is a Director of EW Berhad and also a Director of EWI Marketing. (15) Liew Tian Xiong is a Director and Major Shareholder of EW Berhad and the son of Tan Sri Liew. (16) The estimated transaction value is based on a percentage of the estimated selling prices of the properties and projected sales of the properties identified by EWI Marketing for the period between the date of our forthcoming 42 nd AGM until the next AGM. (17) Disclosed in the circular to shareholders dated 24 July (18) Actual value of the transaction since the EGM held on 19 August Disclosure will be made in our annual report in accordance with Practice Note 12 of the Listing Requirements There is no deviation where the actual value transacted of each of the Recurrent Related Party Transactions, from the date on which the existing mandate was obtained up to the LPD, exceeds the estimated value of each Recurrent Related Party Transactions as disclosed in the preceding year s circular to shareholders dated 25 February 2015 and 24 July 2015 by 10% or more. 5

11 2.4 Amount Due and Owing by Related Parties As at the LPD, there were no amounts due and owing to our Group under the Recurrent Related Party Transactions which exceeded the credit term. 2.5 Review Procedures In Relation To Recurrent Related Party Transactions Our Group has established various procedures to ensure that the Recurrent Related Party Transactions are conducted at arm s length and on normal commercial terms, which are consistent with our Group s normal business practices and policies, and on terms not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders. The Recurrent Related Party Transactions will be undertaken based on prevailing rates according to normal commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations. There are no specific thresholds for approval of Recurrent Related Parties Transactions within our Group. To monitor the Recurrent Related Party Transactions, the procedures established by our Group are as follows: (a) (b) (c) (d) (e) (f) (g) a list of related parties will be circulated within our Group to notify that all Recurrent Related Party Transactions are required to be undertaken on an arm s length basis and normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public. These include transacting at prevailing market rates/prices of the products or services provider s usual commercial terms or otherwise in accordance with applicable industry norm. Transactions refer to both sales and purchases of products or provision of services of our Group; any tender, quotation or contract received from or proposed to be entered with a Related Party will not be approved unless the terms offered to our Group are comparable with those offered by other unrelated parties for the same or substantially similar type of transactions; records will be maintained by our Company to capture all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to; the internal auditor shall periodically review the guidelines and procedures in respect of all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders Mandate and ascertain the guidelines and procedures have been complied with; the Audit Committee shall review the internal audit reports to ascertain that the guidelines and procedures established to monitor Recurrent Related Party Transactions have been complied with and the review shall be done at every quarter together with the review of the quarterly results; disclosure will be made in the annual report of our Company of the aggregate value of transactions conducted pursuant to the Proposed Shareholders Mandate during the financial year, in accordance with the provision of Paragraph 10.09, Chapter 10 and Paragraph of Practice Note 12 of the Listing Requirements; and the Audit Committee has reviewed and shall continue to review the adequacy and appropriateness of the procedures as and when required, with the authority to sub-delegate to individuals or committees within our Company as they deem appropriate. 6

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13 The Proposed Shareholders Mandate, is intended to facilitate transactions entered into in the ordinary course of business of our Group which are transacted from time to time with the Related Parties at arm s length, on our Group s normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of our Company. With a strong foundation laid as a property developer in Malaysia, our Group has been exploring for opportunities to venture into new markets outside Malaysia. To this end, our Company has made known to the public its intention to subscribe for shares in EWI, which currently offers an attractive portfolio of three property development projects in the UK with an estimated GDV of billion and one property development project in Australia with an estimated GDV of AUD315 million. Subject to the successful completion of our Company s subscription for shares in EWI, our Company and EWI intend to enter into a collaboration agreement, pursuant to which both companies intend to, among others, collaborate to enhance the ECOWORLD brand name in the geographical areas where they have a business presence with a view towards presenting ECOWORLD as a global brand, to leverage on each other s capabilities and expertise and assist each other in sales and marketing of their respective property development projects in order to increase sales and grow market share ( Collaboration Agreement ). The provision of promotion and marketing services of the properties outside Malaysia in Singapore by EW Singapore to EWI Marketing further accentuates the relationship between EW Berhad and EWI in addition to the Collaboration Agreement. As our Group grows its business and landbank in Malaysia, our Company intends to use its relationship as a proposed strategic investor in EWI to market and promote properties to EWI s customers and continue to expand its customer base and drive sales in tandem with our Group s growth. 4. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate will not have any effect on the share capital and the Major Shareholders shareholdings in our Company, and is not expected to have any material effect on the net assets and earnings of our Group. 5. APPROVAL REQUIRED The Proposed Shareholders Mandate is subject to the approval of our shareholders at our forthcoming 42 nd AGM of our Company to be convened or at any adjournment thereof. [The rest of this page has been intentionally left blank] 8

14 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM The direct and indirect interests of the interested Directors, Major Shareholders and Person Connected with the Directors and Major Shareholders of EW Berhad as at the LPD are as follows: (i) Interest in EW Shares Direct Indirect No. of EW Shares % No. of EW Shares % Interested Directors and Major Shareholders Tan Sri Rashid ,265,439 (1) Dato Leong - - 1,260,400,578 (2) Liew Tian Xiong (3) 266,341, Interested Directors Tan Sri Liew (4) ,000, (5) Dato Chang 8,650, Dato Voon (6) 14,065, Datuk Heah 1,609, Tan Sri Lee 2,000, Tang Kin Kheong Dato Idrose Dato Haji Obet Dato Noor Person Connected Puan Sri How (7) 20,000, (ii) Interest in Warrants Direct Indirect No. of Warrants % No. of Warrants % Interested Directors and Major Shareholders Tan Sri Rashid ,177,451 (1) Dato Leong ,546,822 (2) Liew Tian Xiong (3) 71,024, Interested Directors Tan Sri Liew (4) Dato Chang 1,224, Dato Voon (6) 1,652, Datuk Heah 181, Tan Sri Lee Tang Kin Kheong Dato Idrose Dato Haji Obet Dato Noor Person Connected Puan Sri How (7)

15 Notes: (1) Deemed interested by virtue of his interest in Eco World Development Holdings Sdn Bhd pursuant to Section 6A of the Act. (2) Deemed interested by virtue of his interest in Eco World Development Holdings Sdn Bhd and Syabas Tropikal Sdn Bhd pursuant to Section 6A of the Act. (3) Liew Tian Xiong is a Director and Major Shareholder of EW Berhad and the son of Tan Sri Liew and Puan Sri How. (4) Tan Sri Liew is a Director of EW Berhad, and also a Director and Major Shareholder of EWI, the ultimate holding company of EWI Marketing and also a director and major shareholder of Gito Gaya Sdn Bhd. (5) Deemed interested by virtue of his spouse, Puan Sri How s interest in EW Berhad pursuant to Section 134 of the Act. (6) Dato Voon is a Director of EW Berhad and also a Director of EWI Marketing. (7) Puan Sri How is the spouse of Tan Sri Liew and a director and major shareholder of Gito Gaya Sdn Bhd. The interested Directors and/or Major Shareholders have and will continue to abstain from Board deliberations and voting of the Proposed Shareholders Mandate at the relevant Board meeting(s), in the following manner: (i) (ii) (iii) the interested Director namely, Tan Sri Liew and the interested Director and Major Shareholder namely, Liew Tian Xiong are deemed interested in the Proposed Shareholders Mandate in respect of the Related Party Transactions listed under Section (a), (b) and (c) of this Circular; the interested Director namely, Dato Voon is deemed interested in the Proposed Shareholders Mandate in respect of the Related Party Transactions listed under Section 2.3.1(a) and (c) of this Circular; and the interested Directors and Major Shareholders namely, Tan Sri Rashid and Dato Leong and the interested Directors namely, Dato Chang, Datuk Heah, Tan Sri Lee, Tang Kin Kheong, Dato Idrose, Dato Haji Obet and Dato Farida are deemed interested in the Proposed Shareholders Mandate in respect of the Related Party Transaction listed under Section (a) of this Circular. In addition, the abovementioned interested Directors and Major Shareholders of our Company will abstain from voting in respect of their direct and/or indirect interests in EW Berhad, and have undertaken to ensure that the Persons Connected with them (if any) will abstain from voting in respect of their direct and/or indirect interests in EW Berhad on the ordinary resolution pertaining to the Proposed Shareholders Mandate at the forthcoming 42 nd AGM of our Company. 7. OPINION AND RECOMMENDATION FROM DIRECTORS All the Directors have abstained from making an opinion and any recommendation on the entry into the Recurrent Related Party Transaction as disclosed in Section 2.3.1(a) of this Circular to be tabled at the forthcoming 42 nd AGM of our Company. Our Board (with the exception of Tan Sri Liew and Liew Tian Xiong who are deemed interested in the Proposed Shareholders Mandate in respect of the Related Party Transactions listed under Section (a), (b) and (c) of this Circular and Dato Voon who is deemed interested in the Proposed Shareholders Mandate in respect of the Related Party Transactions listed under Section 2.3.1(a) and (c) of this Circular), is of the opinion that the Recurrent Related Party Transactions as disclosed in Section 2.3.1(b) and (c) of this Circular are in the best interest of our Group and accordingly recommends that you vote in favour of the ordinary resolution on the Proposed Shareholders Mandate in relation to the Recurrent Related Party Transactions to be tabled at the forthcoming 42 nd AGM of our Company. 10

16 8. DETAILS OF THE 42 ND AGM The 42 nd AGM of our Company, the notice of which is enclosed in the 2015 Annual Report of our Company, will be held at Function Room 1, Setia City Convention Centre, No. 1, Jalan Setia Dagang AG U13/AG, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan, Malaysia, on Thursday, 24 March 2016 at a.m., or at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders Mandate as Special Business. If you are unable to attend and vote in person at the 42 nd AGM of our Company, you are requested to complete, sign and return the Form of Proxy, which is attached together with the 2015 Annual Report of our Company, in accordance with the instructions stated in the Form of Proxy as soon as possible, and caused it to be lodged at our registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan, Malaysia, no later than 48 hours before the date and time fixed for the 42 nd AGM of our Company or at any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the 42 nd AGM of our Company should you subsequently wish to do so. 9. FURTHER INFORMATION You are advised to refer to the attached Appendix II for further information. Yours faithfully, For and on behalf of the Board of ECO WORLD DEVELOPMENT GROUP BERHAD Tan Sri Abdul Rashid bin Abdul Manaf Founder and Non-Independent Non-Executive Director 11

17 APPENDIX I ORDINARY RESOLUTION 9 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 42 ND AGM OF OUR COMPANY SCHEDULED TO BE HELD ON THURSDAY, 24 MARCH 2016 AT A.M. PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE THAT subject to the provisions of the Listing Requirements, approval be and is hereby given to the Company, its subsidiaries and joint ventures ( EW Group ) to enter into any of the transactions falling within the types of recurrent related party transactions of a revenue or trading nature of the EW Group with specified classes of Related Parties (as defined in the Listing Requirements and as specified in Section of the Company s Circular dated 26 February 2016) which are necessary for the day to day operations and are in the ordinary course of business and are carried out at arms length basis on normal commercial terms of the EW Group on terms not more favourable to the Related Parties than those generally available to the public and are not, in the Company s opinion, detrimental to minority shareholders of the Company and that such approval shall continue to be in force until: (a) (b) (c) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; or the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, AND THAT the Board of Directors of the Company be and is hereby authorised 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 authorised by this Ordinary Resolution.

18 APPENDIX II FURTHER INFORMATION 1. 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 and confirm that, after making all the reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading. 2. MATERIAL CONTRACTS Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business), that have been entered into by our Group within two (2) years immediately preceding the LPD of this Circular: (a) (b) (c) (d) conditional sale and purchase agreement dated 19 March 2014 entered into between Eco Sanctuary Sdn Bhd, our wholly-owned subsidiary and Sapphire Index Sdn Bhd, a whollyowned subsidiary of Tropicana Corporation Berhad for the acquisition of 12 sub divisional parcels of leasehold land measuring approximately acres in Mukim of Tanjong Duabelas, District of Kuala Langat, State of Selangor under the documents of title H.S.(D)30645 to H.S.(D)30655 for Lots PT and Lots PT33019 to PT for a purchase consideration of approximately RM470.7 million; conditional sale and purchase agreement dated 25 April 2014 entered into between EW Berhad and EW Sdn Bhd for the acquisition of 100% equity interest in Eco Macalister Development Sdn Bhd for purchase consideration of RM2; conditional sale and purchase agreement dated 25 April 2014 entered into between EW Berhad and EW Sdn Bhd for the acquisition of 100% equity interest in Eco World Project Management Sdn Bhd for purchase consideration of RM2; conditional development rights agreements dated 25 April 2014 entered into between our respective subsidiaries for the acquisitions of development rights of all the lands owned by the following parties for a net purchase consideration of approximately RM1,776.2 million: Our subsidiaries Vendors Purpose Eco Summer Sdn Bhd (formerly known as Evergreen Upstream Sdn Bhd) Eco Springs Development Sdn Bhd) ( Eco Springs ) Acquisition of all the development rights for all the lands to be held by Eco Springs Eco Meadows Sdn Bhd Eco Business Park 1 Sdn Bhd Eco Meadows Development Sdn Bhd (formerly known as Dedikasi Mesra Sdn Bhd) ( Dedikasi Mesra ) Eco Business Park 1 Development Sdn Bhd ( Eco Business Park 1 ) Acquisition of the development rights for all the lands held by Dedikasi Mesra Acquisition of the development rights for all the lands to be held by Eco Business Park 1

19

20 (j) conditional sale and purchase agreements dated 22 September 2015 entered into by Paragon Pinnacle Sdn Bhd with Mujur Zaman Sdn Bhd, Ringgit Exotika Sdn Bhd, Liputan Canggih Sdn Bhd and LBCN Development Sdn Bhd for the proposed acquisition of leasehold lands measuring approximately 2, acres in Mukim Ijok, District of Kuala Selangor, State of Selangor for a purchase consideration of approximately RM1,181.3 million. 3. MATERIAL LITIGATION As at the LPD, neither our Company nor our subsidiaries are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, which has a material effect on the financial position or business of our Group and our Directors are not aware of any proceedings pending or threatened against our Group or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of our Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan, Malaysia during normal office hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of the forthcoming 42 nd AGM of our Company. (a) our Memorandum and Articles of Association; (b) our audited consolidated financial statements for the 13-month financial period ended 31 October 2014 and financial year ended 31 October 2015; and (c) material contracts referred to in Section 2 of Appendix II. [The rest of this page has been intentionally left blank]