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 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER IMMEDIATELY. THIS IF YOU CIRCULAR ARE IN ANY IS IMPORTANT DOUBT AS TO AND THE REQUIRES COURSE YOUR OF ACTION IMMEDIATE TO BE ATTENTION. TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER This Circular has been prepared and reviewed by AmInvestment Bank Berhad, who is the Adviser for the Proposals IF IMMEDIATELY. YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR (as STOCKBROKER, defined herein). BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER Bursa IMMEDIATELY. This Circular has been prepared and reviewed by AmInvestment Bank Berhad, who is the Adviser for the Proposals Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular in relation to the (as defined herein). Proposed This Circular Increase has been in Authorised prepared Share and reviewed Capital (as by defined AmInvestment herein) Bank beforeberhad, the issuance who is of the this Adviser Circular for as the the Proposals proposal falls (as Bursa defined under Malaysia the herein). category Securities of Exempt Berhad Circular ("Bursa pursuant Securities") to the has ACE not Market perused Listing the contents Requirements of this Circular of Bursa in Securities. relation to the Proposed Increase in Authorised Share Capital (as defined herein) before the issuance of this Circular as the proposal Bursa Securities Malaysia Securities takes no responsibility Berhad ("Bursa for the Securities") contents of has this not Circular, perused makes the contents no representation of this Circular as to in its relation accuracy to the or falls under the category of Exempt Circular pursuant to the ACE Market Listing Requirements of Bursa Securities. completeness Proposed Increase and expressly in Authorised disclaims Share any Capital liability (as whatsoever defined herein) for any before loss the howsoever issuance arising of this from Circular or in as reliance the proposal upon the falls Bursa whole under Securities or the any category part takes of no the of responsibility Exempt contents Circular of this for the pursuant Circular. contents to the of this ACE Circular, Market makes Listing no Requirements representation of Bursa as to its Securities. accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or the whole or any part of the contents of this Circular. 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. BORNEO AQUA HARVEST BERHAD (Company No.: 649504-D) (Incorporated BORNEO in Malaysia AQUA under HARVEST the Companies BERHAD Act, 1965) (Company No.: 649504-D) CIRCULAR (Incorporated TO SHAREHOLDERS in Malaysia under the IN Companies RELATION Act, 1965) TO THE CIRCULAR TO SHAREHOLDERS PART A A IN RELATION TO THE (I) PROPOSED ACQUISITION OF 10,000 ORDINARY PART SHARES A OF RM1.00 EACH, REPRESENTING THE ENTIRE EQUITY INTEREST OF WULLERSDORF RESOURCES SDN BHD FOR A TOTAL PURCHASE (I) PROPOSED CONSIDERATION ACQUISITION OF RM96 OF MILLION 10,000 TO ORDINARY BE SATISFIED SHARES VIA OF THE RM1.00 ISSUANCE EACH, REPRESENTING OF 102,127,660 NEW THE ENTIRE ORDINARY EQUITY SHARES INTEREST OF RM0.10 OF EACH WULLERSDORF IN BORNEO RESOURCES AQUA HARVEST SDN BERHAD BHD FOR ( BAHVEST ) A TOTAL PURCHASE ("BAHVEST CONSIDERATION SHARE" OR "SHARE") OF RM96 AT MILLION AN ISSUE TO PRICE BE SATISFIED OF RM0.94 VIA PER THE ISSUANCE BAHVEST SHARE OF 102,127,660 ( PROPOSED NEW ORDINARY ACQUISITION ); SHARES OF RM0.10 EACH IN BORNEO AQUA HARVEST BERHAD ( BAHVEST ) ("BAHVEST SHARE" OR "SHARE") AT AN ISSUE PRICE OF RM0.94 PER BAHVEST SHARE ( PROPOSED (II) ACQUISITION ); PROPOSED DIVERSIFICATION OF THE EXISTING CORE BUSINESSES OF BAHVEST AND ITS SUBSIDIARIES TO INCLUDE THE EXPLORATION FOR MINERALS, MINING AND OTHER MINING RELATED (II) PROPOSED BUSINESSES; DIVERSIFICATION AND OF THE EXISTING CORE BUSINESSES OF BAHVEST AND ITS SUBSIDIARIES TO INCLUDE THE EXPLORATION FOR MINERALS, MINING AND OTHER MINING RELATED (III) BUSINESSES; PROPOSED INCREASE AND IN THE AUTHORISED SHARE CAPITAL OF BAHVEST FROM RM50,000,000 COMPRISING 500,000,000 BAHVEST SHARES TO RM200,000,000 COMPRISING 2,000,000,000 BAHVEST (III) PROPOSED SHARES ("PROPOSED INCREASE INCREASE IN THE AUTHORISED IN AUTHORISED SHARE SHARE CAPITAL CAPITAL"); OF BAHVEST FROM RM50,000,000 COMPRISING 500,000,000 BAHVEST SHARES TO RM200,000,000 COMPRISING 2,000,000,000 BAHVEST (COLLECTIVELY SHARES ("PROPOSED REFERRED INCREASE TO THE IN PROPOSALS ) AUTHORISED SHARE CAPITAL"); (COLLECTIVELY REFERRED TO AS THE PROPOSALS ) PART B B INDEPENDENT ADVICE LETTER FROM FHMH CORPORATE PART B ADVISORY SDN BHD IN RELATION TO THE PROPOSED ACQUISITION INDEPENDENT ADVICE LETTER FROM FHMH CORPORATE ADVISORY SDN BHD IN RELATION TO THE PROPOSED ACQUISITION AND NOTICE OF EXTRAORDINARY AND GENERAL MEETING AdviserNOTICE OF EXTRAORDINARY GENERAL Independent MEETING Adviser Adviser Independent Adviser AmInvestment Bank Berhad (Company No. 23742-V) (A Participating AmInvestment Organisation of of Bursa Bank Malaysia Berhad Securities Berhad) (Company No. 23742-V) (A Participating Organisation of Bursa Malaysia Securities Berhad) FHMH Corporate Advisory Sdn Bhd (Company No. 774955-D) (Incorporated FHMH in Corporate in Malaysia under Advisory the Companies Sdn Bhd Act, 1965) (Company No. 774955-D) (Incorporated in Malaysia under the Companies Act, 1965) The Notice of Extraordinary General Meeting ("EGM") and the Proxy Form for the EGM are set out in this Circular. The Date Notice and time of Extraordinary of the EGM General Meeting ("EGM") :: Friday, and the 13 Proxy January Form 2017 for the at EGM 11:00 are a.m. set or out at in any this adjournment Circular. thereof Date and time of the EGM : Friday, 13 January 2017 at 11:00 a.m. or at any adjournment Venue of the EGM :: Sabah thereof Hotel Sandakan, Amadeus III, Level 2, KM1, Jalan Utara, 90000 Sandakan, Sabah Venue of the EGM : Sabah Hotel Sandakan, Amadeus III, Level 2, KM1, Jalan Utara, Last date and time for lodging the Proxy Form :: 90000 Wednesday, Sandakan, 11 January Sabah 2017 at 11:00 a.m., or at any adjournment thereof Last date and time for lodging the Proxy Form : Wednesday, 11 January 2017 at 11:00 a.m., or at any adjournment thereof This Circular is dated 28 December 2016 This Circular is dated 28 December 2016
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