THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR …ir.chartnexus.com/tienwah/website_HTML/attachments/attachment_7374... · the EGM, you are requested to complete the enclosed Proxy

TIEN WAH PRESS HOLDINGS BERHAD(Company No. 340434-K)(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

(I) PROPOSED SUBSCRIPTION OF ORDINARY SHARES, REDEEMABLE NON-CONVERTIBLE NON-CUMULATIVE PREFERENCE SHARES AND/OR REDEEMABLE NON-CONVERTIBLE CUMULATIVE PREFERENCE SHARES OF LUM CHANG TIEN WAH PROPERTY SDN. BHD. (“LCTWP”) NOT EXCEEDING 50% OF THE DEVELOPMENT COST OF THE PROPOSED DEVELOPMENT OF A MIXED-USE COMMERCIAL DEVELOPMENT ON THE LAND (AS DEFINED HEREIN) (“PROPOSED DEVELOPMENT”) OR RM250.0 MILLION, WHICHEVER IS LOWER, BY TIEN WAH PROPERTIES SDN. BHD. (“TWPSB”) TO MEET THE CAPITAL EXPENDITURE AND WORKING CAPITAL REQUIREMENTS OF LCTWP IN THE EVENT LCTWP IS NOT ABLE TO PROCURE ANY FINANCING FACILITY(IES) FROM BANK(S) OR FINANCIAL INSTITUTION(S), AS MAY BE REQUIRED PURSUANT TO THE TERMS OF THE SHAREHOLDERS’ AGREEMENT DATED 16 MAY 2016 ENTERED INTO BETWEEN TWPSB AND KEMENSAH HOLDINGS PTE. LTD. TO INCORPORATE, OWN AND OPERATE LCTWP FOR THE PROPOSED DEVELOPMENT (“PROPOSED SUBSCRIPTION”);

(II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE THROUGH TIEN WAH PRESS HOLDINGS BERHAD AND ITS SUBSIDIARIES (“TWPH GROUP”) TO LCTWP BY PROVISION OF GUARANTEES, INDEMNITIES AND/OR COLLATERALS FOR BANKING FACILITY(IES) TO BE OBTAINED BY LCTWP FROM BANK(S) OR FINANCIAL INSTITUTION(S) OF UP TO RM150.0 MILLION WHICH IS IN PROPORTION TO ITS CURRENT SHAREHOLDING IN LCTWP HELD VIA ITS SUBSIDIARY, TWPSB; AND

(III) PROPOSED DIVERSIFICATION OF THE EXISTING CORE BUSINESS OF TWPH GROUP TO INCLUDE PROPERTY DEVELOPMENT AND PROPERTY INVESTMENT, AFTER TAKING INTO CONSIDERATION TWPH GROUP’S PROPOSED INVESTMENT IN LCTWP VIA THE PROPOSED SUBSCRIPTION WHICH MAY POTENTIALLY RESULT IN THE DIVERSION OF 25% OR MORE OF TWPH GROUP’S NET ASSETS OR CONTRIBUTION FROM SUCH AN OPERATION OF 25% OR MORE TO THE NET PROFITS OF TWPH GROUP IN THE FUTURE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

This Circular is dated 28 September 2018

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 takes no responsibility for the contents of this Circular (as defined herein), 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.

The Notice of the Extraordinary General Meeting ("EGM") of Tien Wah Press Holdings Berhad, to be held at Atlanta East, Level 3, Armada Hotel, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 7 November 2018 at 11.00 a.m., together with the accompanying Proxy Form are enclosed with this Circular.

As a shareholder, you can appoint a proxy or proxies to attend and vote on your behalf at the EGM. If you are unable to attend and vote in person at the EGM, you are requested to complete the enclosed Proxy Form and deposit it at the office of Tricor Investor & Issuing House Services Sdn. Bhd.,being the share registrar of the Company, at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia not less than forty-eight (48) hours before the time set for holding the EGM or at any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting at the forthcoming EGM if you subsequently wish to do so.

Last date and time for lodging the Proxy Form : Monday, 5 November 2018 at 11.00 a.m.

Date and time of the EGM : Wednesday, 7 November 2018 at 11.00 a.m.



IN RELATION TO THE




AND


Adviser











IN RELATION TO THE




AND


Adviser











IN RELATION TO THE




AND


Adviser









DEFINITIONS

i

Except where the context otherwise requires, the following definitions apply throughout this Circular:

“Act” : Companies Act 2016 as amended from time-to-time and any re-enactment thereof

“Agreed Proportion” : Agreed proportion on a 50:50 basis between the Joint Venture Parties

“Board” : Board of Directors of TWPH

“Bursa Securities”

“CEO”

:

:

Bursa Malaysia Securities Berhad (635998-W)

Chief Executive Officer

“Circular” : This circular to shareholders of TWPH dated 28 September 2018 in relation to the Proposals

“Corporate Guarantee(s)” : Guarantee, indemnity, undertaking, provision of collateral for a debt or assumption of financial obligation, in whatsoever manner to the potential financier(s) to secure the repayment of monies owing due, unpaid or outstanding by LCTWP in respect of any financing facility(ies) not exceeding RM300.0 million to be taken by LCTWP from such financier(s)

“Director(s)” : Director(s) of the Company which has 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 any transaction were agreed upon, a director and/or a chief executive of the Company, its subsidiary or holding company

“EGM” : Extraordinary General Meeting

“EPS” : Earnings per share

“FPE(s)” : Financial period(s) ending/ended, as the case may be

“FYE(s)” : Financial year(s) ending/ended, as the case may be

“IPS” : Inter-Pacific Securities Sdn. Bhd. (12738-U)

“Joint Venture Parties” : KHPL and TWPSB

“JVSA” : A shareholders’ agreement dated 16 May 2016 entered into between TWPSB and KHPL to incorporate, own and operate LCTWP for the Proposed Development

“KHPL” : Kemensah Holdings Pte. Ltd. (200507282D), a wholly-owned subsidiary of LCH

“Land” : Land at No 9 & 11, Jalan Semangat, 46200 Petaling Jaya, Selangor Darul Ehsan under the title number 3674 and 3967, Lot 30 & 4, Section 13, Municipality of Petaling Jaya, Selangor Darul Ehsan, measuring approximately 13,040 square metres on a 99-year lease from the State Government of Selangor, Malaysia with a residue lease period of approximately forty-one (41) years as at the LPD

“Land SPA Parties” : TWPSB and LCTWP

“LAT” : Loss after tax

i

DEFINITIONS (Cont’d)

i

“LBT” : Loss before tax

“LCH”

“LCH Group”

:

:

Lum Chang Holdings Limited (198203949N)

LCH and its subsidiaries, collectively

“LCTWP” : Lum Chang Tien Wah Property Sdn. Bhd. (1179139-K), the joint venture company set up by the Joint Venture Parties in the Agreed Proportion for the purpose of the Proposed Development

“LCTWP Share(s)” : Ordinary share(s) of LCTWP

“LPD” : 31 August 2018, being the latest practicable date prior to the printing of this Circular

“LPS” : Loss per share

“Main Market” : Main Market of Bursa Securities

“MMLR” : Main Market Listing Requirements of Bursa Securities

“MOU” : A memorandum of understanding dated 24 August 2015 entered into between TWPH and LCH to jointly negotiate the terms of the Proposed Development

“NA” : Net assets

“NTA”

“NTIH”

:

:

Net tangible assets

New Toyo International Holdings Ltd (199601387-D), the ultimate holding company of TWPH

“NTIH Group” : NTIH and its subsidiaries, collectively

“PAT” : Profit after taxation

“Proposals” : Proposed Subscription, Proposed Provision of Financial Assistance and Proposed Diversification

“Proposed Development” : Proposed development of a mixed-use commercial development on the Land

“Proposed Diversification” : Proposed diversification of the existing core business of TWPH Group to include property development and property investment, after taking into consideration TWPH Group’s proposed investment in LCTWP via the Proposed Subscription which may potentiallyresult in the diversion of 25% or more of TWPH Group’s NA or contribution from such an operation of 25% or more to the net profits of TWPH Group in the future

[The rest of this page has been intentionally left blank]

ii

DEFINITIONS (Cont’d)

ii

“Proposed Provision of Financial Assistance”

: Proposed provision of financial assistance through TWPH Group to LCTWP by provision of guarantees, indemnities and/or collaterals for banking facility(ies) to be obtained by LCTWP from bank(s) or financial institution(s) of up to RM150.0 million which is in proportion to its current shareholding in LCTWP held via its subsidiary, TWPSB

“Proposed Subscription” : Proposed subscription of Subscription Securities not exceeding 50% of the development cost of the Proposed Development or RM250.0 million, whichever is lower, by TWPSB to meet the capital expenditure and working capital requirements of LCTWP in the event LCTWP is not able to procure any financing facility(ies) from bank(s) or financial institution(s), as may be required pursuant to the terms of the JVSA

“RCPS” : Redeemable non-convertible cumulative preference shares of LCTWP

“RCPS Subscription Price” : Subscription price of RM1.00 per RCPS

“RM” and “sen” : Ringgit Malaysia and sen, respectively

“RNCPS” : Redeemable non-convertible non-cumulative preference shares of LCTWP

“RNCPS Subscription Price”

: Subscription price of RM1.00 per RNCPS

“SPA” : A sale and purchase agreement dated 16 May 2016 entered intobetween TWPSB and LCTWP in respect of the sale of the Land

“Subscription Securities” : The subscription of ordinary shares, RNCPS and/or RCPS in LCTWP

“TWPH” or the “Company” : Tien Wah Press Holdings Berhad (340434-K)

“TWPH Group” or the “Group”

: TWPH and its subsidiaries, collectively

“TWPSB” : Tien Wah Properties Sdn. Bhd. (428504-A), a wholly-owned subsidiary of TWPH

All references to “our Company” and “the Company” in this Circular are to TWPH. References to “ourGroup” and “TWPH Group” are to our Company and subsidiaries, collectively.

All references to “you” or “your” in this Circular are to the shareholders of the Company who are entitled to attend and vote at the EGM and whose names appear in the Record of Depositors at the time and on the date to be determined by the Board.

Words denoting the singular number shall include the plural and vice-versa and words denoting the masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference to persons shall include a body of persons, corporate or unincorporated (including a trust).

Any reference in this Circular to any provision of the statutes, rules, regulations or rules of stock exchange shall (where the context admits), be construed as a reference to provisions of such statutes, rules, regulations or rules of stock exchange (as the case may be) as modified by any written law and any amendments to the statutes, regulations or rules of stock exchange for the time being in force or their respective re-enactment.

iii

TABLE OF CONTENTS

iv

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSALS

PAGE

1. INTRODUCTION

1

2. DETAILS OF THE PROPOSALS 2

3. BACKGROUND INFORMATION

7

4. RATIONALE AND BENEFITS OF THE PROPOSALS

13

5. INDUSTRY OVERVIEW

13

6. RISK FACTORS

16

7. FINANCIAL EFFECTS OF THE PROPOSALS

21

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

24

9. APPROVAL TO BE SOUGHT 24

10. DIRECTORS’ STATEMENT AND RECOMMENDATION

24

11. ESTIMATED TIMEFRAME FOR COMPLETION

24

12. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 24

13. EGM 25

14. FURTHER INFORMATION 25

APPENDICES

APPENDIX I - SALIENT TERMS OF THE JVSA

26

APPENDIX II - TERMS OF THE RNCPS 33

APPENDIX III - TERMS OF THE RCPS 35

APPENDIX IV - INFORMATION ON LCTWP 37

APPENDIX V - DIRECTORS’ REPORT ON LCTWP 40

APPENDIX VI - AUDITED FINANCIAL STATEMENTS OF LCTWP FOR THE FYE 31 DECEMBER 2017

41

APPENDIX VII - FURTHER INFORMATION 77

NOTICE OF EGM - ENCLOSED

PROXY FORM - ENCLOSED

iv

1


Registered office:Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya,Selangor Darul Ehsan,Malaysia.

28 September 2018

Board of DirectorsMr. Yen Wen Hwa (Ngan Tzee Manh) (Chairman, Executive Director)Mr. Lee Chee Whye (Executive Director, Chief Executive Officer)Ms. Angela Heng Chor Kiang (Non-Independent Non-Executive Director)Mr. Tung Kum Hon (Independent Non-Executive Director)Mr. John David Cambridge (Independent Non-Executive Director)Dr. Ong Eng Leng @ Ong Eng Lin (Independent Non-Executive Director)Y.M. Tengku Djan Ley Bin Tengku Mahaleel (Independent Non-Executive Director)

To: The Shareholders of TWPH,

Dear Sir/Madam,

(I) PROPOSED SUBSCRIPTION;(II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE; AND(III) PROPOSED DIVERSIFICATION

1. INTRODUCTION

On 24 August 2015, the Company announced that a MOU was entered into between TWPH and LCH to jointly negotiate the terms of the Proposed Development.

On 16 May 2016, the Company announced that it had entered into the following agreements:

(i) the JVSA; and

(ii) the SPA.

The salient terms of the JVSA and the SPA were as announced by TWPH on 16 May 2016.

On 30 March 2018, the Company announced that the Land SPA Parties agreed to sign a supplemental letter for the purpose of extending the timeline for the delivery of vacant possession of the Land until 30 September 2018 due to the unforeseen increase in demand on production which resulted in a delay in the anticipated closure of the factory operations by a subsidiary of TWPH on the Land. The Land SPA Parties had also agreed to extend the long stop completion period from 31 March 2018 to 30 September 2018, or such longer period as the Land SPA Parties may mutually agree in writing (“Extended Long Stop Completion Date”). In this respect, TWPSB agreed and acknowledged that the obligation of LCTWP to pay the balance sum shall as a consequence, be extended to the Extended Long Stop Completion Date. All other terms and conditions as stated in the SPA shall remain unchanged and in full force and effect.

1

2

Pursuant to the above, on 3 April 2018, on behalf of the Board, IPS announced that TWPH wishes to seek the approval from the shareholders of TWPH for the following:

(i) Proposed Subscription;

(ii) Proposed Provision of Financial Assistance; and

(iii) Proposed Diversification.

On 26 July 2018, the Company announced that IPS had, on behalf of TWPH, submitted an application to seek Bursa Securities’ approval for an extension of time (“EOT”) to issue the circular to shareholders of the Company due to TWPH’s intention to review and renegotiate certain terms of the JVSA with its joint-venture party, KHPL.

On 31 July 2018, Bursa Securities approved the application for the EOT of two (2) months to dispatch the circular to shareholders of the Company in relation to the Proposals.

On 25 September 2018, the Company announced that there will not be any change to be made to the terms of the JVSA arising from the renegotiation between the Joint Venture Parties.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSALS AS WELL AS TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY. THE NOTICE OF THE FORTHCOMING EGM AND THE PROXY FORM ARE ENCLOSED TOGETHER WITH THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR IN RELATION TO THE PROPOSALS INCLUDING THE APPENDICESCONTAINED HEREIN BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM.

2. DETAILS OF THE PROPOSALS

2.1 Details of the Proposed Subscription

The Proposed Subscription is to enable TWPH to undertake the Proposed Development via its joint venture company, LCTWP. Pursuant to Clause 12.1 of the JVSA, the Joint Venture Parties agree that the development costs for the Proposed Development shall not exceed RM500.0 million, which shall be funded by a combination of funds from the Joint Venture Parties via the subscription of the Subscription Securities not exceeding RM100.0 million each respectively andbank borrowings or financing from bank(s) or financial institution(s) to be procured by LCTWP not exceeding RM300.0 million.

Clause 12.4 of the JVSA provides that where borrowings from bank(s) or financial institution(s) cannot be obtained by LCTWP, the Joint Venture Parties shall contribute towards such capital expenditure and working capital requirements by subscribing in cash for such number of RNCPS at the RNCPS Subscription Price (in the Agreed Proportion) or RCPS at the RCPS Subscription Price (as the case may be) up to the aggregate amount of RM300.0 million for both Joint Venture Parties (i.e. in the Agreed Proportion of up to RM150.0 million per Joint Venture Party). The remaining RM200.0 million will be funded by the Joint Venture Parties via the subscription of the Subscription Securities not exceeding RM100.0 million each respectively.

Clause 4.1 of the JVSA provides that the shareholders of LCTWP must within fourteen (14) days after the execution of the JVSA, acquire or subscribe for LCTWP Shares in the following ratios:

(i) 5,000,000 LCTWP Shares representing 50% shareholding in the equity of LCTWP by KHPL; and

(ii) 5,000,000 LCTWP Shares representing 50% shareholding in the equity of LCTWP by TWPSB.

2

3

As at the LPD, 10,000,000 LCTWP Shares and 2,000,000 RNCPS have been issued and paid-up and are held by TWPSB and KHPL owning 5,000,000 LCTWP Shares and 1,000,000 RNCPS each, representing 50:50 ownership in LCTWP.

Beyond the above timeframe for the initial subscription of LCTWP Shares by KHPL and TWPSB as per Clause 4.1 of the JVSA, the JVSA is silent on as to when subsequent subscriptions of LCTWP Shares can or will take place. However, Clause 12.2 of the JVSA provides that the board of directors of LCTWP has the right to determine from time to time the capital expenditure and working capital requirements of LCTWP which could require the Joint Venture Parties to further subscribe for additional LCTWP Shares as and when needed.

Clause 4.2 of the JVSA provides that the ordinary shareholdings (comprising LCTWP Shares) will thereafter be maintained at a 50% (KHPL): 50% (TWPSB) ratio or such other ratio as may be agreed upon by KHPL and TWPSB. Variation of this ratio that is done in accordance with the JVSA is permissible.

Where no RNCPS is issued by virtue of either of the Joint Venture Parties not subscribing forsuch number of RNCPS in the Agreed Proportion, then subscription monies received by LCTWP from the other Joint Venture Party that subscribed for such RNCPS shall be used to subscribe for such number of RCPS at the RCPS Subscription Price instead.

Therefore, each of the Joint Venture Parties may be required to subscribe for the Subscription Securities amounting up to 50% of the development cost of the Proposed Development or RM250.0 million each in LCTWP, whichever is lower, to meet the capital expenditure and working capital requirements of LCTWP, as may be required pursuant to the terms of the JVSA.

The salient terms of the JVSA are as set out in Appendix I of this Circular.

The Subscription Securities shall comprise LCTWP Shares, RNCPS and RCPS. The details of the terms of the RNCPS and RCPS are as set out in Appendices II and III of this Circular respectively.

2.1.1 Basis and justification of arriving at the issue prices of the Subscription Securities

The LCTWP Shares shall be issued at RM1.00 per ordinary share. The RNCPS shall have a subscription price of RM1.00 each. The RCPS shall have a subscription price of RM1.00 each. The issue prices of the LCTWP Shares, RNCPS and RCPS are based on the terms as agreed by the Joint Venture Parties and are as set out in the JVSA.

2.1.2 Source of funding

The Proposed Subscription shall be funded via proceeds from the sale of the Land by TWPSB of RM63.75 million, internally generated funds and/or bank borrowings by TWPH Group. The breakdown of amount funded from internally generated funds and bank borrowings has yet to be determined by TWPH at this juncture.

In the event the cost of the Proposed Development exceeds RM500.0 million, the Joint Venture Parties will revaluate the viability of the Proposed Development. In any case, TWPSB’s portion of the additional cost of the Proposed Development will be funded by the sale of non-core assets of TWPH, internally generated funds from TWPH’s printing business and/or fund raising by issuance of securities such as a rights issue.

3

4

2.1.3 Liabilities to be assumed

Save for any potential borrowings to be procured to fund the subscription of the Subscription Securities pursuant to the Proposed Subscription and the Corporate Guarantee(s) pursuant tothe Proposed Provision of Financial Assistance that may be required pursuant to the terms of the JVSA, there are no other liabilities, contingent liabilities or guarantees to be assumed by TWPH Group pursuant to the Proposals.

2.1.4 Additional financial commitment

Save for the Proposed Subscription and the Proposed Provision of Financial Assistance, the Board does not foresee any other material financial commitments for the Proposed Development.

In addition, part of the development costs for the Proposed Development may be funded by progress payments received from buyers of units sold from the Proposed Development. The eventual funding for the working capital and capital expenditure requirements of LCTWP on the Proposed Development that may be required from the Joint Venture Parties or bank borrowings may be much less depending on the sales of the properties/units to be developed.

2.1.5 Ranking of the Subscription Securities

The LCTWP Shares shall, upon issuance and allotment, rank equally in all respects with the existing LCTWP Shares, save and except that the LCTWP Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid for which the entitlement date falls before the date of allotment of the LCTWP Shares.

In the event of repayment of capital and all monies due (including, without limitation, the subscription price and premium) in a winding-up, liquidation or any return of capital of LCTWP, LCTWP shareholders will rank behind secured creditors, preferred creditors, unsecured creditors, RCPS holders and RNCPS holders.

Please refer to Appendices II and III of this Circular for the rankings and liquidation preferences of the RNCPS and RCPS respectively.

2.2 Details of the Proposed Provision of Financial Assistance

Paragraph 8.23(2)(c) of the MMLR states that where the provision of financial assistance is to an associated company or the joint arrangement of a listed issuer, and the expected aggregate amount provided or to be provided at any time to each associated company or joint arrangement of the listed issuer is equal to or exceeds 5% of the NTA of the listed issuer, the listed issuer is required to issue a circular to its shareholders and seek its shareholders’ approval in an EGM.

The Proposed Provision of Financial Assistance is to enable TWPH to undertake the Proposed Development via LCTWP. The Joint Venture Parties agreed that the development costs for the Proposed Development shall not exceed RM500.0 million, which shall be funded by a combination of funds from the Joint Venture Parties not exceeding RM100.0 million each respectively and bank borrowings or financing from bank(s) or financial institution(s) to be procured by LCTWP not exceeding RM300.0 million as set out in Clause 12.1 of the JVSA.

In addition, pursuant to the terms of the JVSA and for the purposes of the Proposed Development, TWPH may be also required to provide its share of the Corporate Guarantee(s) to meet the working capital and capital expenditure requirements of LCTWP for the purpose of the Proposed Development.

4

5

The exact quantum of the Corporate Guarantee(s) cannot be determined at this juncture as the amount will depend on, amongst others, the amount of external financing required to be obtained by LCTWP for the purpose of the Proposed Development. The Corporate Guarantee(s)is/are expected to subsist throughout the tenure of the financing facility(ies) granted to LCTWP or until the full and final repayment of the financing facility(ies), whichever is the earlier, in accordance with the terms and conditions of the financing facility(ies) granted by bank(s) or financial institution(s).

The estimated details of the financial assistance to be provided by TWPH Group throughTWPSB in favour of LCTWP are as follows:

Details Financial assistance Amount of financial assistance*Provided by Provided to

Corporate Guarantee(s) TWPH Group LCTWP Up to RM150.0 million

Note: * Pursuant to Clause 12.1 and Clause 12.3 of the JVSA, the Joint Venture Parties shall contribute

funds not exceeding RM100.0 million each respectively and LCTWP shall procure bank borrowings or financing from bank(s) or financial institution(s) not exceeding RM300.0 million where the Joint Venture Parties may be required to provide Corporate Guarantee(s) based on the Agreed Proportion.

For illustration purposes, a financial assistance of RM150.0 million provided by TWPH Group to LCTWP will represent up to approximately 52.22% of the NTA of TWPH of approximately RM287.22 million as at 31 December 2017 based on the latest audited financial statements of TWPH for the FYE 31 December 2017.

Premised on the above, TWPH wishes to seek the approval from the shareholders of TWPH to provide financial assistance through TWPH Group to LCTWP, in the form of corporate guarantee(s), indemnity(ies) and/or collateral(s) for banking facility(ies) to be obtained by LCTWP from bank(s) or financial institution(s) of up to RM150.0 million, subject to the financial covenants in its current banking facilities allowing it to do so.

2.3 Details of the Proposed Diversification

Presently, TWPH Group is principally involved in the printing and trading business. Save for its investment of 50% equity interest in LCTWP formed principally for the purpose of the Proposed Development, TWPH Group intends to continue with its existing core business. Please refer to Section 3.1 and Appendix IV of this Circular for additional information on LCTWP.

The Proposed Development entails the proposed development of a mixed-use commercial property on the Land located in Petaling Jaya, Selangor. At present, one of TWPH’s offices is situated on the Land. The SPA for the disposal of the Land to LCTWP has not been completed as one of the condition precedents for completion is for TWPH to vacate the factory and offices erected on the Land. As at the LPD, TWPH has yet to vacate the Land. The current factory is expected to cease operations by the end of September 2018 and the machines in the factory will be relocated to TWPH’s other operational factories in Vietnam, Indonesia and Dubai. Certain machines which will no longer be utilised will be disposed in due course.


5

6

The details of the Land are as follows:

Address No. 9 & 11, Jalan Semangat, 46200 Petaling Jaya, Selangor

Lot No. / Title No. Lot 30 & 4 Section 13/ PN 3674 & PN 3967,Town of Petaling Jaya, District of Petaling, Selangor

Description Two (2) contiguous parcels of industrial land with commercial development potential

Land area Lot 30: 2,591.82 square metresLot 4: 10,448.28 square metres

Tenure Leasehold 99 years expiring 10 November 2059 (Lot 30) and 16 August 2059 (Lot 4)(Unexpired term of approximately 41 years)

Registered owner LCTWP

Category of land use Industrial land

Market value RM66,000,000

Material date of valuation 12 May 2016

Valuer C H Williams Talhar & Wong Sdn. Bhd.

Net book value of the Land as at 31 December 2017 based on the audited financial statements of LCTWP for the FYE 31 December 2017

RM64,054,843

Encumbrances Nil

The proposed development of the mixed-use commercial property is intended to maximise the usage of the Land owned by TWPH Group with the long-term intention of maximising its shareholders’ value. The Proposed Development is in line with TWPH Group’s strategy to grow and diversify its business operations towards sustainable growth as well as to derive various segmental revenue via diversification.

TWPH Group is unable to provide the details of the Proposed Development. As at the LPD, the Joint Venture Parties are still in the midst of drafting the development plan in order to accommodate the current market trends before they pursue for the development order approval for the Proposed Development with the relevant authorities.

In accordance with Paragraph 10.13 of the MMLR, TWPH is required to obtain its shareholders' approval in a general meeting for any transaction or business arrangement which might reasonably be expected to result in either:

(i) the diversion of 25% or more of the NA of TWPH Group to an operation which differs widely from those operations previously carried on by TWPH Group; or

(ii) the contribution from such an operation of 25% or more of the net profits of TWPH Group.

6

7

In assessing the extent of diversification or the amount of contribution to the net profits, consideration should be taken of any associated transactions or loans effected or intended and of contingent liabilities or commitments.

The Proposed Subscription and the Proposed Provision of Financial Assistance are expected to result in a diversion of more than 25% of the NA of TWPH Group or to contribute more than 25% of the net profits of TPWH Group in the future. In this regard, the Board proposes to seek the approval from the shareholders of TWPH for the proposed diversification of TWPH Group’s existing core business to include property development and property investment business pursuant to Paragraph 10.13 of the MMLR at the forthcoming EGM to be convened.


3.1 Information on LCTWP

LCTWP was incorporated as Sterling Model Sdn. Bhd. before changing its name to LCTWP on 12 July 2016. It is a private limited company incorporated in Malaysia on 11 March 2016. The intended principal activities of LCTWP are property development and property investment.LCTWP was set up to undertake the Proposed Development by the Joint Venture Parties.

As at the LPD, the issued and paid-up share capital of LCTWP is RM12,000,000 comprising 10,000,000 LCTWP Shares and 2,000,000 RNCPS. The shareholders of LCTWP are TWPSB and KHPL owning 5,000,000 LCTWP Shares and 1,000,000 RNCPS each, representing 50:50 ownership. LCTWP is effectively a jointly controlled entity of the Company.

Based on the unaudited financial statements of LCTWP for the FPE 30 June 2018, LCTWP recorded a LAT of approximately RM0.8 million and the NA of LCTWP as at 30 June 2018 is approximately RM9.1 million. The details of the directors of LCTWP as at LPD are set out below:

Name Nationality Designation

Yen Wen Hwa (Ngan Tzee Manh) Singaporean Executive DirectorDavid Lum Kok Seng Singaporean Executive DirectorTony Fong British Executive DirectorCham Kooi Joo Malaysian Executive DirectorLee Chee Whye Singaporean Executive DirectorLam Hoi Khong Malaysian Executive DirectorAdrian Lum Wen-Hong (Alternate Director to David Lum Kok Seng)

Singaporean Alternate Director

As at the LPD, none of the directors of LCTWP hold any direct interest in LCTWP.

Please refer to Appendix IV of this Circular for further information on LCTWP.

Some of the directors of LCTWP have experience in the property development industry. The profiles of the directors of LCTWP are as follows:

(a) Yen Wen Hwa (Ngan Tzee Manh)

He was appointed to the Board of TWPH and elected as Executive Chairman on 16 February 2015. He had earlier served as the CEO of the Company from 1 September 2010 to 31 December 2011.

He is the founder of NTIH Group and served as Managing Director and Chairman of the Board of NTIH until 30 September 2011 and re-appointed as Director and Non-Executive Chairman of NTIH on 1 September 2016. He also served as a Non-Independent Non-Executive Director of Shanghai Asia Holdings Ltd from 10 February 2004 to 1 May 2012.

7

8

Yen Wen Hwa was responsible for the overall business strategy and development of NTIH Group.

(b) David Lum Kok Seng

David Lum Kok Seng is the Managing Director of LCH. He has successfully led the expansion of the LCH Group property development activities in Singapore and Malaysia. He is also actively spearheading the LCH Group in property investment projects in the United Kingdom.

(c) Tony Fong

Tony Fong is the Executive Director of LCH appointed in July 2012. He joined LCH in 2004 as Group Financial Controller and Company Secretary and was promoted to Group Finance Director in September 2010. He oversees the financial management functions of the LCH Group and also contributes to its business development and strategic plans. In addition, he is responsible for ensuring that LCH complies with good corporate governance policies and practices.

Tony Fong is a member of the Association of Chartered Certified Accountants and the Institute of Singapore Chartered Accountants.

(d) Cham Kooi Joo

Cham Kooi Joo joined LCH in 2002 as General Manager. He currently serves as Managing Director of Fabulous Range Sdn. Bhd. and oversees the operations of LCH in Malaysia.

He holds a Master’s degree in Construction Project Management and has more than 25 years of construction and property development experience.

(e) Lee Chee Whye

Lee Chee Whye was appointed as the CEO of TWPH effective 1 August 2014 andappointed as the Executive Director to the Board on 1 September 2016. He is responsible for implementing the business plan and policies established by the Board as well as to manage the daily conduct of the business and affairs to ensure smooth operations of TWPH Group. Currently, he holds directorships in a few subsidiaries in TWPH Group and other non-listed companies.

He holds a Bachelor in Computer Science with Business degree and has more than eighteen (18) years of senior management, operations and marketing experience. He was the Executive Director and CEO of NTIH until 1 August 2014. He was seconded to TWPH to serve as the CEO. Prior to this appointment, he was the Operations Manager of New Toyo Aluminium Paper Product Co (Pte) Ltd, a subsidiary of NTIH from years 2005 to 2006 and was subsequently promoted to Business Head of Specialty Papers Division in October 2006.

(f) Lam Hoi Khong

Lam Hoi Khong joined TWPH on 3 February 2017 as the Group Finance Director and heis responsible for spearheading the Finance and Risk Management functions of TWPH Group. He provides TWPH Group with the required strategic directions on the commercial and financial aspects of the business and helps drive it to a higher level of success.

8

9

Lam Hoi Khong was previously attached to Petaling Tin Berhad (“PTB”) from June 2003 to January 2017. PTB is a property development company previously listed on the Main Market, which was delisted on 16 August 2018. He joined PTB as the General Manager of Finance and Administration before being promoted to assume the role of Chief Financial Officer from November 2007 to January 2017. He spent his early formative years at PricewaterhouseCoopers (formerly known as Coopers & Lybrand) and has more than twenty (20) years of working experience in the areas of finance and accounting, corporate finance, auditing and taxation. Lam Hoi Khong graduated with a Bachelor of Business degree majoring in Accountancy from the University of Southern Queensland, Toowoomba, Australia. He is a member of the Malaysian Institute of Accountants and the Certified Practising Accountant (CPA) Australia.

(g) Adrian Lum Wen-Hong

Adrian Lum Wen-Hong joined LCH in 2006. He currently serves as Director, Property Development. He oversees the Property Division and is responsible for formulating business strategies and identifying investment opportunities, land and property development and potential joint ventures, and business acquisitions for LCH.

He holds a Master’s degree in Engineering with First Class Honours from the Imperial College of London, United Kingdom, and was awarded the Governor’s Mechanical Engineering Prize for academic excellence.

3.2 Information on LCH

LCH is a company incorporated in Singapore on 18 September 1982 and listed on the Singapore Stock Exchange with an issued and fully paid-up share capital of SGD86.6 million as at the LPD. LCH engages in construction, project management, property development andinvestment activities in Singapore and internationally.

The details of the substantial shareholders of LCH and their respective shareholdings (including deemed interests) in LCH as at the LPD are set out below:

Name Nationality/ Country of incorporation

ShareholdingNo. of LCH shares %

Raymond Lum Kwan Sung Singaporean (i) 75,368,139 19.71Lum Chang Investments Pte. Ltd. Singapore 59,839,742 15.65David Lum Kok Seng Singaporean (ii) 79,295,536 20.74Beverian Holdings Pte. Ltd. Singapore 68,357,100 17.88

Notes:

(i) Including deemed interest in 59,839,742 shares in LCH beneficially owned by Lum Chang Investments Pte. Ltd..

(ii) Including deemed interest in 68,357,100 shares in LCH beneficially owned by Beverian Holdings Pte. Ltd..


9

10

The details of the directors of LCH and their respective shareholdings (including deemed interests) in LCH as at the LPD are set out below:

Name Nationality Direct shareholding

Indirect shareholding

No. of LCH shares

% No. of LCH shares

%

Raymond Lum Kwan Sung Singaporean 15,528,397 4.06 59,839,742 15.65David Lum Kok Seng Singaporean 10,938,436 2.86 68,357,100 17.88Tony Fong British 300,000 0.08 17,000 *Kelvin Lum Wen Sum Singaporean - - - -Daniel Soh Chung Hian Singaporean - - - -Peter Sim Swee Yam Singaporean 10,000 * - -Dr Willie Lee Leng Ghee Singaporean - - - -Andrew Chua Thiam Chwee Singaporean - - - -Clement Leow Wee Kia Singaporean - - - -

Note:

* Negligible.


10

11

Det

ails

of m

ajor

pro

ject

s un

derta

ken

by L

CH

Gro

up in

the

past

thre

e (3

)yea

rs u

p to

the

LPD

are

as

follo

ws:

Nam

e of

pro

ject

Stat

us

of

the

proj

ect

Des

crip

tion/

loca

tion

of th

e pr

ojec

tTy

pe o

f dev

elop

men

tYe

ar c

omm

ence

dYe

ar

com

plet

ed

or e

xpec

ted

year

of

com

plet

ion

Twin

P

alm

s K

emen

sah

Com

plet

ed12

7 un

itsof

lux

urio

us

priv

ate

bung

alow

s de

velo

ped

over

thre

e ph

ases

loca

ted

at U

lu

Kel

ang,

Sel

ango

r Dar

ul E

hsan

.

Res

iden

tial

2010

2015

Twin

P

alm

s S

unga

i Lon

gO

n-go

ing

A g

ated

and

gua

rded

com

mun

ity c

ompr

isin

g 57

3 un

its o

f bun

galo

ws,

sem

i-det

ache

d vi

llas

and

supe

rlink

uni

ts s

praw

led

over

126

acr

es

of f

reeh

old

land

to

be d

evel

oped

ove

r ni

ne

phas

es.

As

at t

o da

te,

LCH

thr

ough

its

sub

sidi

ary

com

pani

es i

n M

alay

sia

has

deve

lope

d an

d co

mpl

eted

six

out

of t

he n

ine

phas

es a

nd h

ad

hand

ed o

ver

376

units

of

bung

alow

s, s

emi-

deta

ched

vill

as a

nd s

uper

link

units

.

Res

iden

tial

2007

2023

Tekk

a P

lace

On-

goin

gA

jo

int

vent

ure

proj

ect

for

320

units

ofse

rvic

ed r

esid

ence

s an

d ap

prox

imat

ely

1.61

acre

sof

net

let

tabl

e ar

ea o

fre

tail

spac

elo

cate

d at

Ser

ango

on R

oad,

Sin

gapo

re.

Mix

ed d

evel

opm

ent

2017

2019

One

Tr

ee

Hill

C

olle

ctio

nsO

n-go

ing

2 bu

ngal

ows

and

12 u

nits

of s

emi-d

etac

hed

hous

essp

read

ov

er

appr

oxim

atel

y 0.

95

acre

s of

land

loca

ted

at O

rcha

rd R

oad

area

,S

inga

pore

.

Res

iden

tial

2018

2020

Kel

aty

Hou

seO

n-go

ing

A jo

int

vent

ure

proj

ect

for

300

key

serv

iced

ap

artm

ents

/hot

el lo

cate

d w

ithin

the

Wem

bley

R

egen

erat

ion

Are

a;

Wem

bley

, Lo

ndon

, U

nite

d K

ingd

om.

Res

iden

tial/H

otel

20

1820

21

(Sou

rce:

Man

agem

ent o

f LC

Han

d TW

PH

)

11

12

3.3 Information on the Joint Venture Parties

3.3.1 TWPSB

TWPSB was incorporated in Malaysia on 23 April 1997 as a private limited company under the Companies Act, 1965 and deemed registered under the Act and is a wholly-owned subsidiary of TWPH. The principal activities of TWPSB are investment property holding and investment holding.

As at the LPD, TWPSB has an issued share capital of RM2.00 comprising two (2) ordinary shares.

The details of the directors of TWPSB and their respective shareholdings in TWPSB as at the LPD are set out below:

Name Nationality Directshareholding

Indirectshareholding

No. of TWPSBshares

% No. of TWPSB shares

%

Yen Wen Hwa (Ngan Tzee Manh)

Singaporean - - (i)2 100.00

Lee Chee Whye Singaporean - - - -Lam Hoi Khong Malaysian - - - -

Note:

(i) He is a major shareholder of TWPH by virtue of his shareholdings in Yen & Son Holdings Pte. Ltd. (“Yen & Son”) and NTIH pursuant to Section 8(4) of the Act.

NTIH is a major shareholder of TWPH and is also the ultimate holding company of TWPSB.

Yen & Son is a major shareholder of TWPH and is deemed interested by virtue of its shareholdings in NTIH pursuant to Section 8(4) of the Act.

3.3.2 KHPL

KHPL is a private limited company incorporated in Singapore on 27 May 2005 and is wholly owned by LCH, with an issued and fully paid-up share capital of RM22.18 million as at the LPD.The principal activity of KHPL is investment holding.

The details of the directors of KHPL and their respective shareholdings in KHPL as at the LPDare set out below:

Name Nationality Directshareholding

Indirectshareholding

No. of KHPL shares

% No. of KHPL shares

%

David Lum Kok Seng Singaporean - - - *Adrian Lum Wen-Hong Singaporean - - 125,000 ^

Tony Fong British - - - *

Notes:

* They are also directors of the immediate and ultimate holding company, LCH. Pursuant to Section 164(3) of Singapore’s Companies Act, their interest in any shares, share options or debentures of KHPL and related corporations at the beginning and at the end of the financial year are shown in the register of directors’ shareholdings of the immediate and ultimate holding company, LCH.

^ According to the register of directors of KHPL, the director’s interest relates to his direct holding in shares in the immediate and ultimate holding company, LCH.

12

12

KHPL, a wholly-owned subsidiary of LCH has, through its wholly-owned subsidiary companies, Venus Capital Corporation Sdn. Bhd. and Fabulous Range Sdn. Bhd. in Malaysia had developed Twin Palms Kemensah and Twin Palms Sungai Long respectively. Please refer to Section 3.2 of the Circular for the information on the projects.

4. RATIONALE AND BENEFITS OF THE PROPOSALS

The Joint Venture Parties, via LCTWP, intend to undertake the Proposed Development. The Proposed Subscription and the Proposed Provision of Financial Assistance are integral termsto the JVSA which provides an opportunity for the Joint Venture Parties to work together to undertake the Proposed Development. The Proposed Subscription and the Proposed Provision of Financial Assistance will assist LCTWP to raise adequate project financing as well as to facilitate the Proposed Development, which is expected to contribute positively to TWPSB and in turn, TWPH’s future income stream.

In respect of the above, the Joint Venture Parties shall contribute proportionately to the capital of LCTWP to fund the Proposed Development based on their respective equity interests in LCTWP in the form of LCTWP Shares, RNCPS and/or RCPS. As such, the ProposedSubscription will enable TWPH to provide through TWPSB in favour of LCTWP in accordance with TWPH’s proportionate equity interest shareholding structure in TWPSB via the Proposed Subscription with the purpose of funding the Proposed Development as set out in the JVSA.

Considering that LCTWP is a newly incorporated entity and has no previous financial track record, the Proposed Subscription and the Proposed Provision of Financial Assistance to be undertaken by TWPH Group, including its joint venture party, KHPL’s equal obligation under the JVSA, will help secure LCTWP’s financial needs for the Proposed Development. The availability of expedient funding would help to avoid unnecessary delays throughout the development period of the Land and to ensure the timely completion of the Proposed Development.

The Group’s long-term growth plan includes growing the printing and trading business organically as well as diversifying its business by venturing into other viable and revenue-generating businesses. The Proposals enables the Group to diversify its business into property development and property investment while leveraging on its joint venture partner, LCH Group’s core competencies and experiences in the property development and property investment industry. KHPL will also contribute towards LCTWP’s capital expenditure and working capital requirements by subscription in cash for the Subscription Securities in the Agreed Proportion as set out under the terms of the JVSA.

Premised on the foregoing, the Board believes that the Proposals augur well with TWPH Group’s long-term objective to achieve sustainable growth and value creation for the shareholders of TWPH. Notwithstanding the above, TWPH Group intends to continue its printing and trading business whilst venturing into property development and property investment.

5. INDUSTRY OVERVIEW

5.1 Overview and prospects of the Malaysian economy

The Malaysian economy expanded at a slower pace of 4.5% in the second quarter of 2018 (1Q 2018: 5.4%). Growth was slower on account of supply disruptions in the mining sector and lower agriculture production. The latter is due to supply constraints and adverse weather conditions.

On the demand side, growth was dampened by lower public investment and net export growth. Private sector spending remained resilient, expanding further by 7.5% (1Q 2018: 5.2%), private consumption increased strongly by 8.0% (1Q 2018: 6.9%). On a quarter-on-quarter seasonally-adjusted basis, the economy grew by 0.3% (1Q 2018: 1.4%).

13

13

Domestic demand recorded a stronger growth of 5.6% (1Q 2018: 4.1%), as the higher private sector activity (7.5%; 1Q 2018: 5.2%) more than offset the decline in public sector spending (-1.4%; 1Q 2018: -0.1%).

Private consumption expanded at a stronger pace of 8.0% (1Q 2018: 6.9%), the highest since the first quarter of 2015. This was driven by continued strength in income and employment. Consumer spending was also boosted by the lower inflation during the quarter following the zerorisation of the Goods and Services Tax (GST) rate and stronger consumer sentiments.

Private investment growth was higher at 6.1% (1Q 2018: 0.5%), driven mainly by capital spending in the manufacturing and services sectors. The better performance was supported by positive business sentiments, favourable demand conditions and continued high capacity utilisation during the quarter.

Public consumption registered a higher growth of 3.1% (1Q 2018: 0.4%), supported by improvement in supplies and services and sustained growth in emoluments.

Public investment continued to contract during the quarter (-9.8%; 1Q 2018: -1.0%). This was in part due to the near completion of ongoing projects and lower Federal Government development expenditure.

Growth in gross fixed capital formation (GFCF) improved to 2.2% (1Q 2018: 0.1%), attributed to higher private sector investment activity. By type of assets, capital spending on machinery and equipment rebounded to 3.6% (1Q 2018: -3.6%). Investment in structures expanded at a slower pace of 2.1% (1Q 2018: 2.8%), due mainly to a slower expansion in investments in non-residential property such as office and retail space. Investment in other types of assets contracted by 2.9% (1Q 2018: -0.2%).

(Source: Quarterly Bulletin: Economic and Financial Developments in the Malaysian Economy in the Second Quarter of 2018, Bank Negara Malaysia)

5.2 Overview and outlook of the Malaysian property market

The non-residential subsector grew 4.9% to RM6.4 billion (January - June 2016: RM6.1 billion). The growth was mainly supported by starts for shops and service apartments which rebounded 29.3% and 14% (January – June 2016: -46.7%; -35%), respectively. However, construction starts in the industrial and Small Office Home Office declined 9.7% and 16.1%, respectively (January – June 2016: -76.7%; -24.9%) mainly due to moderation in the oil and gas (O&G)-related industries. Similarly, planned supply of Purpose-Built Office (PBO) contracted 6.1% to 972,995 square meters (January – June 2016: 60.1%; 1,036,671 square metres). Meanwhile, construction starts for PBO remained unchanged at 277,776 square metres.

The shop overhang increased 54.3% to 7,754 units valued at RM5.1 billion (January - June 2016: 2.2%; 5024 units; RM2.5 billion). Nevertheless, demand for commercial space, especially in prime areas remained favourable with the average occupancy rate of office and retail space at 83.5% and 81.5% respectively indicating sustained demand for commercial space, especially in prime areas. As of June 2017, the existing stock for shopping complexes and industrial buildings stood at 15.1 million square metres and 111,792 units (end-June 2016: 14.2 million square metres; 106,453 units), respectively. Meanwhile, the shop segment recorded 5,829 transactions worth RM4.6 billion (January – June 2016: 6,452; RM4.7 billion), constituting 56.2% of total transactions in the commercial property. Johor and Selangor contributed the highest market volume with 18.4% and 16.8%, respectively.

(Source: Economic Report 2017/2018, Ministry of Finance Malaysia)

14

14

In the housing market, both total housing transaction volume and value increased by 1.6% and 9.7%, respectively in 4Q 2017 (3Q 2017: -4.2% and 8.7%, respectively). The improvement was driven largely by transactions of houses priced between RM500,000 and RM1 million. House prices (as measured by the Malaysian House Price Index) grew by 6.5% in 3Q 2017 (2Q 2017: 6.8%; 4Q 2017 preliminary: 5.8%). A similar upward trend was observed across almost all house types and states. Banks continued to extend loans for the purchase of residential property to eligible borrowers, including to first-time house buyers. Outstanding loans extended by banks for house financing were sustained at 8.9% on an annual basis in 1Q 2018 (4Q 2017: 8.9%). Loan approval rates for houses priced below RM500,000 stood at 71.5%, with most major states recording housing loans approval rates above 70%. Demand for financing for speculative house purchases continued to be low. During the quarter, the share of the number of housing loans settled within three years (the typical duration required to complete construction after a property is acquired) stood at 7.5% of total settled housing loans (4Q 2017: 7.9%). The annual growth in the number of borrowers with three or more outstanding housing loans (a proxy for speculative buyers) remained low at 0.8% (4Q 2017: 0.9%). The credit quality for overall housing loans remained sound, with both impairment and delinquency ratios remaining low at 1.1% of total bank loans (4Q 2017: 1% and 1.3%, respectively).

The oversupply situation in the office space and shopping complex segment continued to persist despite some pickup in rental rates for selected shopping complexes in choice locations. Direct risks to banks from end-financing exposures to the office space and shopping complex segments have been small at 3.1% of total bank loans. Banks continue to maintain sound underwriting and valuation practices, even though excess supply in these segments were apparent. Banks remained cautious in extending lending to these segments as reflected in the lower loan approval rates for the construction and purchase of such properties (1Q 2018: 62% and 71.3% respectively; 4Q 2017: 66.9% and 74.7% respectively). The delinquency and impairment ratios for the non-residential property segment remained low at 0.6% and 1.3%, respectively (4Q 2017: 0.7% and 1.2%, respectively). Growth in the construction sector moderated in the quarter. While growth of the civil engineering sub-sector was stronger, supported by the transportation, petrochemical and power plant projects, the sector’s performance was affected by weaker activity in the residential and nonresidential sub-sectors. This is consistent with the significant number of unsold residential properties and the ongoing weaknesses in the commercial property segment (oversupply of office spaces and shopping complexes).

(Source: Quarterly Bulletin: Economic and Financial Developments in the Malaysian Economy in the First Quarter of 2018, Bank Negara Malaysia)

5.3 Prospects of the Proposed Development pursuant to the Proposals

The Board wishes to inform that the development plan of the Proposed Development has yet to be finalised and it is still at the preliminary stage. Hence, TWPH is unable to provide details of the Proposed Development at this stage or the actual/eventual funding required from each of the Joint Venture Parties. Based on the initial development plan and the preliminary cost estimate by the quantity surveyor, the total estimated development cost which includes the acquisition of the Land was RM500.0 million. The commencement and the launch dates for the Proposed Development are contingent upon procuring the relevant authorities’ approvals for the Proposed Development and also dependent on the property market conditions after such approvals are obtained. TWPH is unable to determine the probable commencement and completion dates for the Proposed Development presently.


15

15

Nevertheless, the Board is of the view that the prospects of the Land and the Proposed Development are positive and will remain positive in the foreseeable future. The Proposed Development consists of proposed serviced apartments, hotel and retail/office. The area allocated for the retail/office is relatively small in relation to the overall size of the development. The Proposed Development is strategically located fronting onto Jalan Semangat which is abusy thoroughfare that connects to various neighbourhoods in Petaling Jaya. The rezoning of Section 13 of Petaling Jaya to commercial use land by the local council is a good opportunity for TWPH to enter into a joint venture with an established developer to jointly develop the Land. Residents or workers at the said location will be able to access a wide range of amenities including shopping malls, education institutions, hotels and medical facilities. Some of the developments surrounding the Land include, amongst others, the Jaya Shopping Complex, Jaya 33, Plaza 33, VSQ Shopping Complex, Brickfields Asia College and the Best Western Hotel Petaling Jaya. It also benefits from being situated close to the Asia Jaya and Taman Jaya Light Rail Transit (LRT) stations which increases its accessibility. The highly convenient and strategic location presents an opportunity for TWPH Group to capitalise on the neighbouring vicinity in relation to the Proposed Development.

The proposed mixed-use commercial property is expected to contribute positively to TWPH Group’s future income stream after it is developed, in view of its strategic location and the positive outlook of the Malaysian economy. The Board also notes the oversupply of commercial properties which resulted in the increase in retail overhang but believes that the strategic location of the Land offsets the disadvantages, premised on the basis that there is sustained demand for commercial properties in prime locations.

As at the LPD, save for a factory located in Sydney, Australia which is currently tenanted out and two (2) units of double storey link houses in Section 14, Petaling Jaya which are currently vacant, TWPH has no other landbank that is currently identified for property development or property investment. TWPH Group has two (2) other properties in Vietnam and Dubai which are presently being utilised for the Group’s factory/production facilities.

(Source: The management of TWPH)

6. RISK FACTORS

In relation to the Proposals, the Company had identified the following risk factors that may arise:

6.1 Diversification in operations risk

The Group is principally engaged in the printing and trading business. As the intended venture into property development would result in the diversification of the Group’s business into a new business, the Group is exposed to the risks of diversification in operations. The Proposed Development would expose the Group to new challenges and risks arising from construction, property development and property investment.

The new challenges and risks include, inter alia, timely commencement or completion of the project, obtaining timely approvals from regulatory authorities, fluctuations in prices of building materials, availability of labour and building materials, securing the services of competent professionals such as architects, surveyors, engineers, formulating effective marketing and sales strategies, forming an effective project team to oversee and manage the development and construction project, inefficiency of operations and lack of expertise in dealing with competition and technical aspects that may arise from the construction and development of the property.

The Group seeks to mitigate and limit this risk by seeking advice from various experts and its joint venture partner for its property development and property investment division, leverage on the competencies and experiences of the directors of its joint venture partner and to recruit personnel with relevant experiences in construction, property development and property investment to complement the existing team. There is no assurance that the Proposed Diversification will not have an adverse impact on the performance of the Group.

16

16

6.2 Business risks

Pursuant to the Proposals and the Proposed Development, the Group’s performance would then also be affected by the performance and inherent business risks associated with the property development industry. The new business activities will expose the Group to risks inherent in the property development industry which include shortages of building materials, increases in labour costs e.g. minimum wages implementation, shortages of labour including foreign workers, default by purchasers and availability of funds to finance the Proposed Development.

The increase in building materials and labour costs have caused a great challenge to property developers to develop projects that are affordable to the general public. Building materials area significant portion of the development costs. Any significant increase in the costs of raw materials and fluctuation in costs could have an adverse effect on the profit margin of the project or force the project to be sold at higher selling prices which would eventually affect the project sell-out rate.

The Group’s competitiveness will largely depend on the ability of its management to secure supply of labour and building materials as well as to price its products competitively to ensure the quality provided and timely delivery of development and to sell its properties. Failure by the Group to do so and to offer a property which meets or exceeds the expectations of its perspective customers may have a bearing on its ability to sell such properties.

Nevertheless, the Group seeks to be competitive in construction, property development and property investment by being cost efficient through effective project management and cost control policies, providing quality products and competitive pricing and actively seeking new opportunities in those industries. Although the Group seeks to limit these risks, no assurance can be given that any change in these factors will not have a material adverse impact on the Group.

6.3 Competition

With the advent of the Proposed Diversification, TWPH Group faces competition from both new entrants and existing players in the property development industry. TWPH Group will face competition particularly in terms of managing the costs of the Proposed Development and marketing strategy of the property to be developed. In addition, TWPH Group may face some disadvantages as a new entrant in the property development industry as it lacks a track record in terms of experience and technical expertise. Measures that will be taken by TWPH Group tomitigate competition risk include conducting market survey before undertaking the development. These include the population of the identified area, ongoing or potential projects nearby and the demand of the local market. The Group will also cautiously monitor the development plan and if necessary, adjust its development plan prior to the launching of the Proposed Development.Nonetheless, no assurance can be given that the underlying measures would be sufficient to mitigate the risk and any shortfall therefrom would not have any material adverse impact to TWPH Group in the future.

6.4 Delay in completion of the Proposed Development

The completion of a development project on time is dependent on many external factors which may be beyond the control of the Group, such as obtaining the requisite approvals (including land conversion approval), licenses and permits, from various regulatory authorities as scheduled, sourcing and securing quality construction materials in adequate amounts, favourable credit terms, environmental factors such as weather conditions, and satisfactory performance of contractors who will be appointed to complete the development project. Any significant delay is likely to have an adverse effect on the Proposed Development which may in turn affect the Group’s financial performance and reputation. The board of directors of LCTWP will take proactive measures to mitigate these risks by among others effective planning, timely implementation and appointment of project manager(s) to closely monitor the progress of each project.

17

18

6.5 Political and economy risks

Adverse developments in political and economic conditions in Malaysia and globally could materially affect the property industry in the country. Political and economic uncertainties include changes in labour laws, interest rates, risks of expropriation of land by authorities, rate of stamp duty and methods of taxation as well as the tax rate. No assurance can be given that any changes to the political and economic conditions would not have any material impact on TWPH Group’s intended diversification into the property development and property investment business and financial performance in the future.

6.6 Construction risks that may affect the Proposed Development

The construction industry may be adversely affected by many factors including, inter alia, shortages of materials, equipment and labour, fluctuation of construction costs (higher raw materials and labour costs), labour disputes, availability and rising costs of financing, adverse weather conditions, failure or postponement in issuance of licences and permits as well as changes in government and legislations. Construction delays, loss of revenue and cost over-runs are likely to result from such events, which could in turn materially and adversely affect the operations and financial performance of the Proposed Development.

The board of directors of LCTWP will have to make efforts to reduce the Proposed Development’s exposure to such inherent business risks. Amongst the key factors in reducing the risk of cost overruns or project delays is the ability of the Joint Venture Parties’ experienced project management team in planning for the avoidance and/or mitigation of possible problems during the construction of the Proposed Development.

6.7 Performance of the property market

TWPH Group will be subject to risks inherent in the property development industry pursuant to the Proposed Development. Such risks may include adverse changes in real estate market prices, changes in demand for types of residential and commercial properties, competition from other property developers and the construction risks mentioned in Sections 6.3 and 6.6 above.

The success of the Proposed Development will be heavily dependent on the performance of the property market in Malaysia. Any adverse developments affecting the property market such as, inter alia, deterioration in property demand, introduction of cooling down measures/more stringent regulations and stricter lending by bank(s) and financial institution(s) which inhibit prospective end purchasers of the properties to obtain financing from the bank(s) or financial institution(s) may have an adverse impact on the success of the Proposed Development.

6.8 Risk of not able to obtain project financing by LCTWP for the Proposed Development

As mentioned in Section 2.1 of this Circular, in the event that LCTWP is unable to procure borrowings from bank(s) or financial institution(s), the Joint Venture Parties, in accordance to Clause 12.4 of the JVSA, shall contribute towards such capital expenditure and working capital requirements by subscribing in cash for such number of RNCPS at the RNCPS Subscription Price at the Agreed Proportion and/or RCPS at the RCPS Subscription Price, as the case may be. Therefore, each of the Joint Venture Parties may be required to subscribe for theSubscription Securities amounting up to 50% of the development cost of the Proposed Development or RM250.00 million each in LCTWP, whichever is lower. However, there is a risk of the Joint Venture Parties not being able to fund their respective portions of the Proposed Subscription. Nevertheless, the Board will take all reasonable steps to ensure the due performance by the Joint Venture Parties to the terms of the JVSA.

In the event the Proposed Subscription takes place, TWPH intends to fund its portion of the Proposed Subscription via proceeds from the disposal of the Land, internally generated funds and/or borrowings from financial institution(s) and/or bank(s).

18

18

6.9 Disputes between the Joint Venture Parties

Disputes between the Joint Venture Parties as shareholders of LCTWP may arise in the course of the JVSA, which may materially and adversely affect the business, operation or financial condition of LCTWP. The JVSA however provides for the shareholders of LCTWP, namely TWPSB and KHPL to firstly endeavour to resolve any dispute amongst them amicably through negotiations in good faith before referring the matter to arbitration. The JVSA also provides that notwithstanding any deadlock between the Joint Venture Parties, whether existing or pending resolution, the day-to-day operations and business of LCTWP shall continue to be carried on in accordance with the then approved annual business plan and budget.

Further, default by any party to the JVSA is an inherent risk in any joint venture and similarly may materially and adversely affect the business, operation or financial condition of LCTWP. The JVSA has a detailed process to deal with default events, including giving the defaulting party the opportunity to remedy such breach and if not remedied, the option to terminate the JVSA.

Notwithstanding the provisions of the JVSA, the Board will take all reasonable steps to ensure the due performance by the Joint Venture Parties of the JVSA and have continuous discussions with KHPL on the affairs of LCTWP to avoid any potential disputes.

6.10 Dependency on key personnel

As in any other business, TWPH Group’s involvement in property development is through LCTWP by undertaking the Proposed Development as its maiden project. Notwithstanding some of the directors appointed to the board of directors of LCTWP have past experience in property development, TWPH Group depends largely on the abilities, skills, experience, competency and continued efforts of LCH and its key management for the Proposed Development.

The loss of any relevant key management personnel of LCTWP without suitable and timely replacement, or the inability of LCTWP to attract and retain other qualified personnel, could adversely affect the operations of LCTWP or the Proposed Development and consequently, its revenue and profitability. This will indirectly affect the financial performance of TWPH Group.

Recognising the importance of key management, TWPH Group and LCH will continuously adopt appropriate approaches to retain key personnel. To avoid over dependence on any key personnel, LCTWP strives to attract qualified and experienced employees, as well as to address the succession planning programme by grooming junior employees to complement the management team of LCTWP. This will in turn help to ensure continuity and competency of the management team of LCTWP.

6.11 Risk that shareholders of TWPH do not approve the resolutions pertaining to the Proposals in the forthcoming EGM

If the shareholders of TWPH do not approve the resolutions pertaining to the Proposals in the forthcoming EGM, TWPSB, being one of the Joint Venture Parties to LCTWP would be in breach of the JVSA, triggering, inter alia, a termination by default. In this event of default, TWPSB would be deemed to have offered to sell and transfer all the Subscription Securities then registered in TWPSB’s name to KHPL, subject to the default selling price agreed between the parties in the JVSA. This default selling price shall be the proportioned fair value less twenty per centum (20%). For context, the proportioned fair value is an amount equivalent to fifty per cent (50%) of the following:

(i) the appraised market value of the Land; and

(ii) the NTA value of the other assets of LCTWP, determined by an approved independent accountant.

19

20

The default selling price was arrived at based on the mutual agreement of the Joint Venture Parties when negotiating the JVSA. The default selling price was set intentionally at a 20% discount to fair value to dissuade either Joint Venture Party from breaching the terms of the JVSA.

6.12 Risk of devaluation of investment properties

Generally, property prices, including that of commercial property, are subject to the volatilities of the property market and the Group may be required to make downward revaluation of properties it may hold in the future. Any fall in the gross revenue or net property income derived from investment properties may result in a downward revaluation.

Property valuations generally include a subjective evaluation of certain factors relating to the relevant properties, such as their relative market positions, financial and competitive strengths and physical conditions.

The Group is required to measure investment properties at fair value at each reporting date. The changes in fair value may have an adverse effect on the Group’s financial results in the financial year where there is a significant decrease in the valuation of the Group’s investment properties, which will result in revaluation losses that will be charged to its statement of comprehensive income.

6.13 Performance of the property development division is dependent on the Group’s ability to create value based on the Proposed Development on the Land and to replenish its land bank

Presently, TWPH Group has no other landbank that is currently identified for property development. There can be no assurance that TWPH Group will be successful in implementing its business strategy to unlock the value of the Land which could be significantly affected by, among others, adverse events affecting the property market in Malaysia which in turn may affect the demand for the properties it intends to develop.

In order to ensure long term sustainability of its property development and property investment division, TWPH Group will look at opportunities to replenish its land bank in attractive geographical locations and at the right price of acquiring suitable landbank.

TWPH Group may face competition from other property developers in identifying and acquiring land bank at strategic locations at commercially viable prices. Increased demand for development lands from competitors and speculative land acquirers may make it more difficult for TWPH Group to acquire lands for future development and could potentially lead to an increase in price of procuring development land, failing which may adversely affect the Group’sability to acquire land for future development.

6.14 Inherent risks in the property investment industry

The Group’s intention to diversify into property investment activities include building, owning, renting and/or managing its property investment portfolio to generate recurring rental income and/or for capital appreciation in value of its investment properties. Investing in properties are subject to risks such as low occupancy, competition from other landlords, costs resulting from ad-hoc maintenance, repairs and re-letting, change of market rental rate, inability to retain tenants or secure new tenants, office and commercial property overhang and the ability to acquire buildings with good rental yield. The recurring income generated from property investment activities will be affected in the event of deterioration in the value of the investment properties due to the quality of the tenants, the less competitive facade, layouts and/or location. The ability to eventually dispose these investment properties and the disposal amount will also depend on market conditions and levels of liquidity, which may be limited or subject to significant fluctuations.

20

20

7. FINANCIAL EFFECTS OF THE PROPOSALS

7.1 Share capital and substantial shareholders’ shareholding

The Proposals will not have any effects on the share capital and the substantial shareholders’ shareholdings of TWPH as the Proposals do not involve any issuance of new shares in TWPH.

7.2 NA per share and gearing

The Proposals are not expected to have any material effects on the consolidated NA per share and gearing of TWPH for the FYE 31 December 2018 as the construction of the Proposed Development is expected to commence in year 2020. However, the Proposals are expected to have an effect on the consolidated NA per share and gearing of TWPH for the subsequent years.

The Proposed Subscription and the Proposed Provision of Financial Assistance will not have any material effect on the NA of TWPH Group.

The contribution and effect arising from the Proposed Development to the future NA of the Group can only be determined when the details of the Proposed Development are finalised in due course.

The future gearing of the Group is expected to increase and will depend on, amongst others, the eventual manner and amount of funding for the Proposed Subscription by TWPH which will only be determined at a later stage. The gearing of TWPH Group will increase pursuant to the Proposed Subscription on the assumption that TWPH Group will have to obtain bank borrowings to fund the remaining portion of the Subscription Securities after utilising the proceeds from the sale of the Land of RM63.75 million.

The proforma effects to the NA and gearing of TWPH Group pursuant to the Proposed Subscription and the Proposed Provision of Financial Assistance are illustrated as follows:

(a) Proposed Subscription

For illustration purposes, based on the latest audited consolidated financial statements of TWPH as at 31 December 2017 and on the assumption that LCTWP is not able to obtain bank borrowings to finance the Proposed Development and the Proposed Subscription is to be funded by bank borrowings as at 31 December 2017, the proforma effects of the Proposed Subscription are as follows:

Audited as at 31 December 2017

After the Proposed Subscription

(RM’000) (RM’000)Share capital 156,187 156,187Reserves 176,974 176,974Total equity attributable to owners of the Company/NA

333,161 333,161

No. of TWPH shares (’000) 144,743 144,743NA per TWPH share (RM) 2.30 2.30Borrowings (RM’000) 134,011 (1)320,261Gearing (times)(2) 0.40 0.96

Notes:

(1) Assuming RM186.25 million (i.e. RM250.00 million for the subscription of the Subscription Securities less the proceeds from sale of the Land of RM63.75 million) for the Proposed Subscription is funded via bank borrowings.

(2) Total borrowings divided by total equity attributable to owners of the Company.

21

22

(b) Proposed Provision of Financial Assistance

For illustration purposes, based on the latest audited consolidated financial statements of TWPH as at 31 December 2017 and on the assumption that LCTWP is able to obtain bank borrowings to finance the Proposed Development for an aggregate amount of up to RM300.0 million and the share of Corporate Guarantee to be provided by TWPH is RM150.00 million as at 31 December 2017, the proforma effects of the Proposed Provision of Financial Assistance are as follows:

Audited as at 31 December 2017

After the Provision of Financial Assistance

(RM’000) (RM’000)Share capital 156,187 156,187Reserves 176,974 176,974Total equity attributable to owners of the Company/NA

333,161 333,161

No. of TWPH shares (’000) 144,743 144,743NA per TWPH share (RM) 2.30 2.30Borrowings (RM’000) 134,011 (1)170,261Gearing (times)(2) 0.40 0.51

Notes:

(1) Assuming RM36.25 million (i.e. RM100.00 million for the subscription of the Subscription Securities less the proceeds from sale of the Land of RM63.75 million) for the Proposed Subscription is funded via bank borrowings and LCTWP can service its debt obligations and the Corporate Guarantee provided by TWPH to LCTWP is not called upon. TWPH will have a contingent liability of RM150.00 million arising from the corporate guarantee provided by TWPH to LCTWP.

(2) Total borrowings divided by total equity attributable to owners of the Company.

7.3 Earnings and EPS

The Proposals are not expected to have any material effects on the earnings and EPS of TWPH for the FYE 31 December 2018. However, the Proposals are expected to have an effect on the earnings and EPS of TWPH for the subsequent years.

The future earnings and the EPS of TWPH Group may decrease depending on theinterest/finance costs on the quantum of bank borrowings TWPH Group may have to obtain to fund the remaining portion of the Subscription Securities after utilising the proceeds from the sale of the Land of RM63.75 million.

Nevertheless, barring any unforeseen circumstances and subject to the risk factors as set out in Section 6 of this Circular, the Board believes that as and when the Proposed Development commences and progresses, the Proposals are expected to contribute to the earnings and EPS of TWPH Group in the future from the resulting earnings contribution from the Proposed Development.


22

22

The proforma effects to the earnings and EPS of TWPH Group pursuant to the Proposed Subscription and the Proposed Provision of Financial Assistance are illustrated as follows:

(a) Proposed Subscription

For illustration purposes, based on the latest audited consolidated financial statements of TWPH as at 31 December 2017 and on the assumption that LCTWP is not able to obtain bank borrowings to finance the Proposed Development and the Proposed Subscription is to be funded by bank borrowings as at 1 January 2017, the proforma effects of the Proposed Subscription are as follows:

Audited for FYE 31

December 2017(A)

Additional financing costs(1)

(B)

After the Proposed

Subscription (A) + (B)

PAT/(LAT) attributable to the owners of the Company (RM’000)

(19,685) (10,598) (30,283)

EPS/(LPS) (sen) (13.60) (7.32) (20.92)

Note:

(1) Assuming RM186.25 million (i.e. RM250.00 million for the subscription of the Subscription Securities less the proceeds from sale of the Land of RM63.75 million) for the Proposed Subscription is funded via bank borrowings at an assumed interest rate of 5.69% per annum (based the term loan cost of TWPH Group as extracted from TWPH’s Annual Report 2017).

(b) Proposed Provision of Financial Assistance

For illustration purposes, based on the latest audited consolidated financial statements of TWPH as at 31 December 2017 and on the assumption that LCTWP is able to obtain bank borrowings to finance the Proposed Development for an aggregate amount of up to RM300.0 million and the share of Corporate Guarantee to be provided by TWPH is RM150.00 million as at 1 January 2017, the proforma effects of the Proposed Provision of Financial Assistance are as follows:

Audited for FYE 31

December 2017

(A)

Additional financing costs(1)

(B)

After the Provision of

Financial Assistance

(A) + (B) PAT/(LAT) attributable to the owners of the Company (RM’000)

(19,685) (2,063) (21,748)

EPS/(LPS) (sen) (13.60) (1.43) (15.03)

Note:

(1) Assuming RM36.25 million (i.e. RM100.00 million for the subscription of the Subscription Securities less the proceeds from sale of the Land of RM63.75 million) for the Proposed Subscription is funded via bank borrowings at an assumed interest rate of 5.69% per annum (based on the term loan cost of TWPH Group as extracted from TWPH’s Annual Report 2017) and LCTWP can service its debt obligations and the Corporate Guarantee provided by TWPH to LCTWP is not called upon.

23

23

7.4 Convertible securities

As at the date of this Circular, the Company has no outstanding convertible securities.

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

None of the Directors, major shareholders of TWPH and/or persons connected with such Directors and major shareholders have any interest, direct or indirect, in the Proposals save for Yen Wen Hwa (Ngan Tzee Manh) and Lee Chee Whye, who are directors of TWPSB and were appointed as directors of LCTWP to represent the interest of TWPSB in LCTWP.

9. APPROVAL TO BE SOUGHT

The Proposals are subject to the approval of the shareholders of TWPH at an EGM to be convened. No government approval is required for the Proposals.

The Proposed Subscription, Proposed Provision of Financial Assistance and Proposed Diversification are inter-conditional upon one another.

The Proposals are not conditional upon any other proposals undertaken or to be undertaken by the Company.

10. DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, having considered all aspects of the Proposals, is of the opinion that the Proposals are in the best interests of the Company.

Accordingly, the Board recommends that you vote in favour of the resolutions pertaining to the Proposals to be tabled at the forthcoming EGM.

11. ESTIMATED TIMEFRAME FOR COMPLETION

The Proposed Subscription and the Proposed Provision of Financial Assistance will be implemented after obtaining the approvals for the resolutions pertaining to the Proposals from the shareholders of TWPH prior to and/or during the development period of the Proposed Development.

12. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save for the following, the Company is not aware of any other corporate exercises that havebeen announced but not yet completed as at the date of this Circular:

(i) the Proposals;

(ii) sale of the Land by TWPSB to LCTWP for a cash consideration of RM63.75 million which was announced on 16 May 2016;

24

24

(iii) a termination agreement dated 20 March 2018 entered into between TWPH, Toyo (Viet) – DOFICO Print Packaging Company Limited (“TVDP”) and Dong Nai Food Industrial Corporation, Vietnam (“DOFICO”) (collectively, the “Parties”) (“Termination Agreement”) that terminated a strategic joint venture agreement dated 24 May 2015, previously entered into between the Parties for the assignment of 50% of the charter capital of TVDP from TWPH to DOFICO at the purchase price of USD1,629,762.00 (“Initial Purchase Price”). Following this Termination Agreement, the 50% of the charter capital above shall be transferred back to TWPH by DOFICO at the Initial Purchase Price. Thereafter, TWPH shall hold 100% of the charter capital of TVDP and TVDP shall be wholly-owned by TWPH. Upon completion of all transfer procedures, TWPH shall inherit all rights, interests and obligations of DOFICO in TVDP; and

(iv) an asset sale agreement dated 13 September 2018 entered into between Tien Wah Press (Malaya) Sdn. Bhd., a wholly-owned subsidiary of TWPH and Paper Base Converting Sdn. Bhd. for the disposal of a Litho Printing Machine at a cash consideration of RM1,448,750.00.

13. EGM

An EGM, the notice of which is enclosed in this Circular, will be held at Atlanta East, Level 3, Armada Hotel, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 7 November 2018 at 11.00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the resolutions to give effect to the Proposals.

If you are unable to attend and vote at the EGM in person, you are requested to complete, sign and return the enclosed Proxy Form in accordance with the instructions printed therein as soon as possible and, in any event, so as to arrive at the office of Tricor Investor & Issuing House Services Sdn. Bhd., being the share registrar of the Company, at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia not less than forty-eight (48) hours before the time set for holding the EGM or any adjournment thereof. The completion and lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so.

14. FURTHER INFORMATION

You are requested to refer to the appendices of this Circular for further information.

Yours faithfully,For on and behalf of the Board TIEN WAH PRESS HOLDINGS BERHAD

LEE CHEE WHYEExecutive Director, Chief Executive Officer

25

APPENDIX ISALIENT TERMS OF THE JVSA

26

The salient terms of the JVSA are as follows:

Clause Salient TermsClause 3 – Memorandum and Articles of Association

Clause 3.1: Alteration to Memorandum and Articles

As soon as practicable after the execution of the JVSA, the shareholders shall procure LCTWP to convene an EGM to amend the Memorandum and Articles of Association of LCTWP to conform with the provisions of the JVSA.

Clause 5 – Transfer of Shares

Clause 5.1: Restriction in dealings with

shares

The shareholders shall not, directly or indirectly, sell, transfer, assign, mortgage, charge, encumber, dispose of or otherwise deal with their respective shareholding or part thereof in LCTWP except:

(a) With the prior written consent of all of the other shareholders provided that any transferee shall enter into a deed or other suitable documentation agreeing to be bound by all the terms of the JVSA; or

(b) In accordance with the provisions of Clause 6 (of the JVSA).

Clause 6 – Pre-Emption and Tag-Along Rights

Clause 6.1 The right of the shareholders to sell, transfer, assign or otherwise dispose of their respective shareholding in LCTWP shall be subject to the restrictions and provisions set out below:

(a) Where a shareholder intends to sell transfer, assign or otherwise dispose its shares in LCTWP (“Outgoing Shareholder”), it shall give a notice in writing (“Transfer Notice”) of its intention to offer its shares in LCTWP for the time being (“Relevant Shares”), to the other shareholder (“Remaining Shareholder”) at the amount equivalent to fifty per cent (50%) of the amount which is based on (i) the appraised value of the Land on a best use basis and (ii) the NTA value of other assets of LCTWP, as determined by the approved independent accountant unless agreed otherwise by the parties of the JVSA (“Selling Price”). For avoidance of doubt, no Transfer Notice shall be deemed validly given unless a minimum of five (5) years from the date of the JVSA has lapsed.

(b) Upon receipt of the Transfer Notice from the Outgoing Shareholder, the shareholders shall appoint an approved independent accountant and independent land valuer within seven (7) days from the date of receipt of the Transfer Notice from the Outgoing Shareholder for the purpose of determining the fair value. The approved independent accountant shall determine the fair value based on a special audit of the latest management accounts of LCTWP as at the date of the Transfer Notice and the appraised market value of the Land on a best use basis as at the date of the Transfer Notice as set out in the land valuation report prepared by the independent land valuer. The independent land valuer shall issue its land valuation reports to the parties of the JVSA and the approved independent accountant within forty (40) days from the date of the Transfer Notice. The special audit shall be completed within sixty (60) days from the date of the Transfer Notice and the approved independent accountant shall inform the parties of the JVSA of the fair value in writing within fourteen (14) days from the date of completion of the said special audit. The costs of appointing the approved independent accountant and independent land valuer shall be borne by the Outgoing Shareholder. The certification by the approved independent accountant of the fair value and by the independent land valuer of the appraised market value of the Land shall be final and conclusive save for any manifest error and shall be binding upon the parties of the JVSA.

APPENDIX ISALIENT TERMS OF THE JVSA

26

The salient terms of the JVSA are as follows:

Clause Salient TermsClause 3 – Memorandum and Articles of Association

Clause 3.1: Alteration to Memorandum and Articles

As soon as practicable after the execution of the JVSA, the shareholders shall procure LCTWP to convene an EGM to amend the Memorandum and Articles of Association of LCTWP to conform with the provisions of the JVSA.

Clause 5 – Transfer of Shares

Clause 5.1: Restriction in dealings with

shares

The shareholders shall not, directly or indirectly, sell, transfer, assign, mortgage, charge, encumber, dispose of or otherwise deal with their respective shareholding or part thereof in LCTWP except:

(a) With the prior written consent of all of the other shareholders provided that any transferee shall enter into a deed or other suitable documentation agreeing to be bound by all the terms of the JVSA; or

(b) In accordance with the provisions of Clause 6 (of the JVSA).

Clause 6 – Pre-Emption and Tag-Along Rights

Clause 6.1 The right of the shareholders to sell, transfer, assign or otherwise dispose of their respective shareholding in LCTWP shall be subject to the restrictions and provisions set out below:

(a) Where a shareholder intends to sell transfer, assign or otherwise dispose its shares in LCTWP (“Outgoing Shareholder”), it shall give a notice in writing (“Transfer Notice”) of its intention to offer its shares in LCTWP for the time being (“Relevant Shares”), to the other shareholder (“Remaining Shareholder”) at the amount equivalent to fifty per cent (50%) of the amount which is based on (i) the appraised value of the Land on a best use basis and (ii) the NTA value of other assets of LCTWP, as determined by the approved independent accountant unless agreed otherwise by the parties of the JVSA (“Selling Price”). For avoidance of doubt, no Transfer Notice shall be deemed validly given unless a minimum of five (5) years from the date of the JVSA has lapsed.

(b) Upon receipt of the Transfer Notice from the Outgoing Shareholder, the shareholders shall appoint an approved independent accountant and independent land valuer within seven (7) days from the date of receipt of the Transfer Notice from the Outgoing Shareholder for the purpose of determining the fair value. The approved independent accountant shall determine the fair value based on a special audit of the latest management accounts of LCTWP as at the date of the Transfer Notice and the appraised market value of the Land on a best use basis as at the date of the Transfer Notice as set out in the land valuation report prepared by the independent land valuer. The independent land valuer shall issue its land valuation reports to the parties of the JVSA and the approved independent accountant within forty (40) days from the date of the Transfer Notice. The special audit shall be completed within sixty (60) days from the date of the Transfer Notice and the approved independent accountant shall inform the parties of the JVSA of the fair value in writing within fourteen (14) days from the date of completion of the said special audit. The costs of appointing the approved independent accountant and independent land valuer shall be borne by the Outgoing Shareholder. The certification by the approved independent accountant of the fair value and by the independent land valuer of the appraised market value of the Land shall be final and conclusive save for any manifest error and shall be binding upon the parties of the JVSA.

26

APPENDIX ISALIENT TERMS OF THE JVSA (Cont’d)

26

(c) The Remaining Shareholder shall have a period of thirty (30) days (“Option Period”), from the date the Selling Price is made known by the approved independent accountant in writing, to exercise the right to purchase the Relevant Shares. Such offer shall be open for acceptance at any time within the Option Period.

(d) In the event the Remaining Shareholder does not accept the offer within the Option Period, the Outgoing Shareholder is entitled to sell the Relevant Shares to a third party approved of in writing by the Remaining Shareholder, whose approval shall not be unreasonably withheld (“Third Party”) PROVIDED THAT:

(i) the price for the Relevant Shares shall not be less than the Selling Price and the sale shall not be on terms and conditions (if any) which are more favourable than those offered to the Remaining Shareholder;

(ii) the Third Party is not involved in business which is directly or indirectly in competition with the business or is primarily involved in a similar industry as the business unless the Outgoing Shareholder has obtained prior written approval of the Remaining Shareholder;

(iii) the Outgoing Shareholder shall prior to the sale thereof cause and procure the Third Party to make an offer to purchase all the shares in LCTWP held by the Remaining Shareholder at the same price as agreed between the Third Party and the Outgoing Shareholder which shall not be less than the Selling Price (such offer to be open for acceptance by the Remaining Shareholder for a period of thirty (3) days); and

(iv) in the event that the Remaining Shareholder declines the offer made by the Third Party or allows the said offer to lapse by effluxion of time, the Outgoing Shareholder shall cause and procure the Third Party to agree tobe bound by the terms of the JVSA and to enter into a legally binding agreement containing the same terms as contained in the JVSA and/or such terms as may be required by the Remaining Shareholder to ensure the same.

For the avoidance of any doubt, where the Outgoing Shareholder is not able to identify a Third Party to accept the offer to purchase the Relevant Shares in accordance with the provisions of Clause 6.1(d) of the JVSA within thirty (30) days from the expiry of the Option Period (or such other extended period as decided by the board of directors of LCTWP), the Outgoing Shareholder will have to recommence the offer and sale procedure in Clause 6.1(a) to (d) of the JVSA in order to sell the Relevant Shares.

(e) Completion of the sale and purchase of the Relevant Shares, subject to all relevant regulatory approvals, consents and permits having been obtained, shall take place within thirty (30) days after the date of acceptance of the offer of the Relevant Shares by the Remaining Shareholder or the Third Party, as the case may be.

(f) In the event of any transfer by the Outgoing Shareholder of the Relevant Shares to the Remaining Shareholder or the Third Party pursuant to the foregoing provisions of the Clause 6.1 of the JVSA, each shareholder shall, subject to the provisions of Clause 6.1 of the JVSA:

(i) cause and procure their respective nominees on the board of directors of LCTWP to approve the proposed transfer; and

27


27

(ii) cause and procure that upon such transfer any directors appointed to the board of directors of LCTWP by the Outgoing Shareholder pursuant to the JVSA shall thereupon resign.

(g) Any transfer, disposal or sale of the Relevant Shares contemplated by Clause 6.1(d) of the JVSA to a Third Party shall be subject to such Third Party entering into a deed or other suitable documentation agreeing to be bound by all the terms of the JVSA.

Clause 6.2 The right of a Remaining Shareholder to purchase the Relevant Shares under the provisions of the JVSA shall include the right to nominate a third party acting as its nominee/trustee to purchase the Relevant Shares.

Clause 6.3 The shareholders expressly agree that the Outgoing Shareholder which sells the Relevant Shares under Clause 6.1 of the JVSA shall be required to also sell and transfer all its RNCPS and RCPS, to the Remaining Shareholder together with the Relevant Shares subject to the following pricing:

(i) the price of the RNCPS is taken into account in the determination of the fair value, and has been included in the Selling Price; and

(ii) the price of the RCPS shall be the RCPS Subscription Price plus any accumulated and accrued RCPS Dividend.

Clause 9 – Development Committee

Clause 9.1: General

The board of directors of LCTWP shall establish a development committee to assist with the development, management and implementation of the Proposed Development. The development committee shall consist of four (4) members of whom:

(a) Two (2) shall be nominated and appointed by KHPL; and

(b) Two (2) shall be nominated and appointed by TWPSB.

Clause 9.4(b) & (c): Meetings

(b) All resolutions or decisions of the development committee made at any meeting or adjourned meeting shall be by a simple majority of members of the development committee which comprises at least one (1) member appointed by each of KHPL and TWPSB respectively, present and capable of voting at the development committee meeting.

(c) In the event that a development committee meeting cannot be convened due to the absence of the requisite quorum after three (3) successive attempts or a simple majority cannot be reached for a resolution or a decision of the development committee in accordance with Clause 9.4(b), the matter shall be referred to theboard of directors of LCTWP for a resolution on the same.

Clause 9.5: Circular resolution

A written resolution of a decision made by the development committee which is signed by simple majority of the members which comprises at least one (1) member appointed by each of KHPL and TWPSB respectively shall be as valid and effectual as if it has been passed at a duly convened development committee meeting. Any such written resolution may consist of several documents (or facsimiles thereof) in like form or in one or more counterparts, each signed by one or more of the members and all counterparts taken together shall constitute one (1) document.

28


29

Clause 9.6(b): Powers of the development committee

(b) Notwithstanding any other provisions in the JVSA, the development committee is required to obtain the approval from the board of directors of LCTWP for any development expenditure where the individual value is in excess of Ringgit Malaysia Ten Million (RM10,000,000.00).

Clause 10 – Shareholders’ Meeting

Clause 10.3(a): Validity of shareholders’ resolution

(a) No resolution of the shareholders shall be passed at any meeting or adjourned meeting or action taken by LCTWP and no resolution shall be effective in respect of any matter unless such resolution of the shareholders was passed by shareholders voting in person, by corporate representatives or by proxy unanimously.

Clause 11 – Reserved Matters

Clause 11.1 Notwithstanding any other provisions in the JVSA, the matters set out inSchedule 1 (of the JVSA) are matters in relation to LCTWP requiring the unanimous approval from both KHPL and TWPSB (irrespective whether such matters are to be decided at any board meeting, general meeting of shareholders or otherwise and irrespective of whether a majority vote has been passed).

Clause 12 – Funding

Clause 12.1 The shareholders agree that the development costs of the Proposed Development shall not exceed Ringgit Malaysia Five Hundred Million (RM500,000,000.00), which shall be funded by a combination of funds from the shareholders not exceeding Ringgit Malaysia One Hundred Million (RM100,000,000.00) each respectively and bank borrowings or financing from banks or financial institutions not exceeding Ringgit Malaysia Three Hundred Million (RM300,000,000.00).

Clause 12.3 The shareholders agree that the capital expenditure and working capital requirements of LCTWP shall subject to Clause 12.1 above and as far as practicable be funded from borrowings from banks or financial institutions without recourse to or guarantee from any of the shareholders. In the event the shareholders are required to provide security or guarantee to the banks or financial institutions, it shall be provided upon such terms acceptable to the shareholders in the agreed proportion (of the JVSA).

Clause 12.4 Subject to Clauses 12.5 and 12.8, where borrowings from banks or financial institutions cannot be obtained, the Joint Venture Parties shall contribute towards such capital expenditure and working capital requirements by subscribing in cash for such number of RNCPS at the RNCPS Subscription Price in the Agreed Proportion or RCPS at the RCPS Subscription Price (as the case may be).

29


29

Clause 12.5 LCTWP shall issue a subscription notice (“RNCPS Subscription Notice”) to each of the Joint Venture Parties from time to time in order forthe Joint Venture Parties to subscribe in cash for such number of RNCPS at the RNCPS Subscription Price to meet the capital expenditure and working capital requirements. Upon full payment of the subscription monies as specified in the RNCPS Subscription Notice by each of the Joint Venture Parties and the allotment and issuance of the relevant number of RNCPS to each of the Joint Venture Parties, the relevant subscription shall be completed. For avoidance of doubt, LCTWP shall not issue any RNCPS Subscription Notice to the Joint Venture Parties unless the conversion of the usage of the Land from industrial to commercial as referred in Clause 17.3(b) has been approved or the Joint Venture Parties otherwise agree in writing.

Clause 12.7 For the avoidance of doubt, a particular subscription of RNCPS must be subscribed by both KHPL and TWPSB in the Agreed Proportion. If one party does not subscribe to the RNCPS, LCTWP shall not issue a particular subscription of RNCPS at all. In such event, the subscription monies received from the other Joint Venture Party that subscribed for such RNCPS shall be treated as monies to subscribe for RCPS instead (“RCPS Shareholder”).

Clause 12.8 If the RNCPS are not issued pursuant to Clause 12.7, LCTWP shall issue a subscription notice (“RCPS Subscription Notice”) to the RCPS Shareholder in order for the RCPS Shareholder to subscribe in cash for such number of RCPS at the RCPS Subscription Price to meet the capital expenditure and working capital requirements. Upon full payment of the subscription monies as specified in the RCPS Subscription Notice by the RCPS Shareholder and the allotment and issuance of the relevant number of RCPS to the RCPS Shareholder, the relevant subscription shall be completed.

Clause 17 – Obligations of the Parties

Clause 17.1 – Obligations of KHPL

(a) KHPL (and/or its nominee) shall provide property development and consultation on all matters leading to formal application for planning permission.

Clause 17.2 – Obligations of TWPSB

(a) TWPSB shall concurrently with the execution of the JVSA enter into the SPA with LCTWP to sell the land in accordance with the terms and conditions of the SPA.

Clause 17.3(c) –Obligations of LCTWP

(c) LCTWP shall do all things necessary (including dealing with the relevant governmental authorities in Malaysia) to procure that approvals for enhancement on the land are obtained within a reasonable time, in particular the approval for the conversion which is targeted for 31 December 2017 but subject to any other date may be mutually agreed upon by the parties in writing; and further shall respond to or clear the correspondence or other dealings with the relevant government authorities in Malaysia if such become necessary for the purpose of obtaining the approvals forenhancement on the land.

30


31

Clause 19 – Duration and Termination of Agreement

Clause 19.1: Duration The JVSA shall come into force on the date of signing by the shareholders and shall continue in force until the earlier of:

(a) The winding up of LCTWP; or

(b) The termination of the JVSA by mutual consent of the shareholders.

Termination of the JVSA for any cause in accordance with the JVSA shall not release any shareholder from any liability which at the time of termination has already accrued to the other shareholder(s) or which may thereafter accrue in respect of any act or omission prior to such termination.

Clause 19.2: Termination by default

If a shareholder (“Defaulting Party”):

(a) Commits any breach of its material obligations under the JVSA and if such breach is remediable, fails to remedy such breach within thirty (30) days from the service of any written notice by any of the other shareholders complaining of such breach;

(b) Becomes insolvent or unable to pay its debts;

(c) Goes into liquidation otherwise than for the purpose of reconstruction or amalgamation;

(d) Enters into any composition or arrangement with its creditors; or

(e) Shall have a receiver appointed over the whole or any material part of its assets or cease or threaten to cease to carry on the whole or any substantial part of its business other than in the course ofreconstruction or amalgamation,

(“Event of Default”) then and in any such event, the other shareholder (“Non-Defaulting Party”) shall, without prejudice to any other rights and remedies as it may have, be entitled (but not obligated) to purchase from the Defaulting Party, who shall be deemed to have offered to sell and transfer all the shares, RNCPS and RCPS then registered in the name of the Defaulting Party by serving written notice to the Defaulting Partyspecifying the Event of Default (“Default Notice”) and subject to the following pricing:

(i) The price of the shares shall be the proportioned fair value (as defined in JVSA) less twenty per centum (20%) (“Default Selling Price”);

(ii) The price of the RNCPS is taken into account in the determination of the fair value (as defined in JVSA), and has been included in the Default Selling Price; and

(iii) The price of the RCPS shall be RCPS subscription price (as defined in JVSA) plus any accumulated and accrued RCPS dividend less twenty per centum (20%).

31


31

The default selling price was arrived at based on the mutual agreementof the Joint Venture Parties when negotiating the JVSA. The default selling price was set intentionally at a 20% discount to fair value todissuade either Joint Venture Party from breaching the terms of the JVSA.

Clause 19.4 In the event the Non-Defaulting Party does not wish to purchase the Subscription Shares held by the Defaulting Party, then the Non-Defaulting Party may require the Defaulting Party to transfer its Subscription Securities to a third party (nominated by the Non-Defaulting Party) subject to the pricing as provided under Clause 19.2 of the JVSA, provided that the third party agrees to be bound by the terms of the JVSA and enter into a legally binding agreement containing the same terms as contained herein and/or such terms as may be required by the Non-Defaulting Party to ensure the same.

Clause 19.6 Upon completion of the sale and transfer of the said shares, RNCPS and RCPS, the JVSA shall be deemed to be terminated with respect to the Defaulting Party, subject to the provisions of the JVSA which are expressed, intended or necessarily implied to survive its termination, and neither the Defaulting Party nor the Non-Defaulting Party shall have any claims against the other save for antecedent breaches.

Clause 19.7 Upon occurrences of an Event of Default, but pending the completion of the sale and transfer of the said Subscription Securities pursuant to Clauses 19.2 and 19.4 (of the JVSA), as the case may be:

(a) The Non-Defaulting Party shall have the right to make all management decisions for LCTWP without the consent and approval of the Defaulting Party; and

(b) The Defaulting Party shall continue to be obligated to comply with its obligations under the JVSA.

Clause 21 – Nature of Agreement

Clause 21.4 – Successors and assigns

The JVSA shall be binding upon and inure for the benefit of the respective heirs, personal representatives, permitted assigns and successors-in-title of the shareholders.

Clause 21.5 (a) & (b) –Assignment

(a) Subject to Clause 21.5(b) below, the shareholders shall not assign or transfer all or any part of their respective rights under the JVSA or delegate their performance under the JVSA without the prior written approval of the other shareholder and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of the JVSA.

(b) The shareholders agree that a shareholder is entitled to assign or transfer all or any part of their respective rights under the JVSA or delegate their performance under the JVSA if the assignment or transfer is made to a wholly-owned subsidiary of the assigning shareholder, and the assigning shareholder continues be liable for the performance of all obligations under the JVSA.

32

APPENDIX IITERMS OF THE RNCPS

32

The terms of the RNCPS to be issued are set out as follows:

Issuer : LCTWP

Subscribers : The shareholders of LCTWP meaning the Joint Venture Parties.

RNCPS subscription price

: Each RNCPS shall have a subscription price of RM1.00.

Form and denomination

: The RNCPS is to be issued in registered form and constituted by the Constitution of LCTWP.

Ranking(1) : The RNCPS shall rank pari passu among themselves.

Transferability : Unless otherwise stated in the JVSA and the Constitution of LCTWP, the RNCPS shall not be transferable.

Dividend : The right to receive a non-cumulative fixed preferential dividend at the rate of 10% per annum based on the value of RM1.00 (“RNCPS Dividend”) on the capital for the time being paid up or credited as paid up thereon to the extent that there are profits available for distribution on the last day of each financial year after the payment of the dividend payable to the holders of the RCPS but in priority to any dividend payable to holders of the shares of LCTWP.

Any declaration or payment of the RNCPS Dividend shall only be made in accordance to Section 131 of the Act, and only after the Board has declared the RNCPS Dividend.

Liquidation preference

: Upon any winding-up, liquidation or any return of capital of LCTWP, after the payment of capital and all monies due (including, without limitation, the par value and premium) payable on the RCPS to the holders of the RCPS, the holders of the RNCPS shall have priority in the repayment of capital and all monies due (including, without limitation, the par value and premium) over any payment to the holders of shares in the capital of LCTWP. The RNCPS shall not be entitled to participate in the surplus assets and profits of LCTWP.

Voting rights : A holder of RNCPS shall have the right to receive notice of and to attend general meetings of LCTWP and shall have the right on a poll at any general meeting of LCTWP to one (1) vote for each RNCPS held by it only if the business of the meeting includes the consideration for varying or abrogating any of the rights and privileges attached to the RNCPS but shall otherwise have no right to vote at general meetings of LCTWP.

So long as any RNCPS remains in issue, LCTWP will send each holder of RNCPS, by way of information, one (1) copy of every notice or other document sent to any other shareholders in LCTWP in their capacity as shareholders, at the same time as it is sent to such shareholders.

Conversion : The RNCPS shall not be converted to ordinary shares of LCTWP at any time during the subsistence of the JVSA.

Redemption value/ redemption price

: The redemption amount for redemption per RNCPS redeemed shall be RM1.00.

33

APPENDIX IITERMS OF THE RNCPS (Cont’d)

33

Redemption : The RNCPS shall, at LCTWP’s option, be redeemed by notice in writing to each and every holder of the RNCPS to redeem such number of RNCPS proportionately between all holders of RNCPS in accordance with their respective shareholding percentage (“RNCPS Redemption Notice”) in accordance with the Constitution of LCTWP at any time.

LCTWP may at any time give the RNCPS Redemption Notice to the holders of RNCPS who shall within seven (7) days of the RNCPS Redemption Notice surrender the certificates of the relevant RNCPS in exchange for payment in cash (by way of cashier’s order or any other manner acceptable to the holder) by LCTWP of the aggregate redemption price payable for those RNCPS.

The redemption of RNCPS is also subject to compliance with the requirements of Section 72 of the Act, all RNCPS shall be fully redeemable at the option of LCTWP after the redemption of RCPS at the RNCPS redemption price.

LCTWP shall use its reasonable endeavours to ensure that it has sufficient funds (whether through profits or a new issue of shares or otherwise), which can be lawfully applied towards redemption of the RNCPS at the relevant time.

No RNCPS redeemed by LCTWP shall be capable of reissue.

Protective Provisions

: The prior consent of the holders of the RNCPS shall also be required for any proposal by LCTWP which relates to, or involves, any of the following:

(a) the issue by LCTWP of any other preference shares or any type of convertible debt/equity instruments ranking pari passu or in priority to the RNCPS save and except for the RCPS;

(b) any increase in the number of RNCPS to be issued by LCTWP; and

(c) anything which results or gives rise to a capital reduction by LCTWP.

Note:

(1) The JVSA is silent as to the ranking of the RNCPS in relation to the ordinary shares, other securities and debts of LCTWP. However, in reading the salient terms of the RNCPS and RCPS together with Section 527 of the Act, it can be assumed that in a winding-up, liquidation or any return of capital of LCTWP, the RNCPS ranks in the following manner in terms of priority when it comes to repayment of capital and all monies due (including, without limitation, the par value and premium):

(i) secured creditors;(ii) preferred creditors;(iii) unsecured creditors;(iv) RCPS holders;(v) RNCPS holders; and(vi) LCTWP shareholders.

The RNCPS shall not be entitled to participate in the surplus assets and profits of LCTWP.


34

APPENDIX IIITERMS OF THE RCPS

35

The terms of the RCPS to be issued are set out as follows:

Issuer : LCTWP

Subscribers : The shareholders of LCTWP meaning the Joint Venture Parties.

RCPS subscription price

: Each RCPS shall have a subscription price of RM1.00.

Form and denomination

: The RCPS is to be issued in registered form and constituted by the Constitution of LCTWP.

Ranking(1) : The RCPS shall rank pari passu among themselves.

Transferability : Unless otherwise stated in the JVSA and the Constitution of LCTWP, the RCPS shall not be transferable.

Dividend : The right to receive a cumulative fixed preferential dividend at the rate of 12% per annum based on the value of RM1.00 (“RCPS Dividend”) on the capital for the time being paid up or credited as paid up thereon to the extent that there are profits available for distribution on the last day of each financial year in priority to any dividend payable to holders of the RNCPS and LCTWP shares.

Any declaration or payment of the RCPS Dividend shall only be made in accordance to Section 131 of the Act, and only after the Board has declared the RCPS Dividend.

Liquidation preference

: Upon any winding-up, liquidation or any return of capital of LCTWP, the holders of RCPS shall have priority in the repayment of capital and all monies due (including, without limitation, the par value and premium) over any payment to the holder of RNCPS and LCTWP shares and all other shares in the capital of LCTWP. The RCPS shall not be entitled to participate in the surplus assets and profits of LCTWP.

Voting rights : A holder of RCPS shall have the right to receive notice of and to attend general meetings of LCTWP and shall have the right on a poll at any general meeting of LCTWP to one (1) vote for each RCPS held by it only if the business of the meeting includes the consideration for varying or abrogating any of the rights and privileges attached to the RCPS but shall otherwise have no right to vote at general meetings of LCTWP.

So long as any RCPS remains in issue, LCTWP will send each holder of RCPS, by way of information, one (1) copy of every notice or other document sent to any other shareholders in LCTWP in their capacity as shareholders, at the same time as it is send to such shareholders.

Conversion : The RCPS shall not be converted to ordinary shares of LCTWP at any time during the subsistence of this JVSA.

Redemption value/redemption price

: The redemption amount for redemption per RCPS redeemed shall be RM1.00.

35

APPENDIX IIITERMS OF THE RCPS (Cont’d)

35

Redemption : The RCPS shall, at LCTWP’s option, be redeemed by notice in writing to each and every holder of the RCPS to redeem such number of RCPS proportionately between all holders of RCPS in accordance with their respective shareholding percentage (“RCPS Redemption Notice”) in accordance with the Constitution at any time.

LCTWP may at any time give the RCPS Redemption Notice to the holders of RCPS who shall within seven (7) days of the RCPS Redemption Notice surrender the certificates of the relevant RCPS in exchange for payment in cash (by way of cashier’s order or any other manner acceptable to the holder) by LCTWP of the aggregate redemption price payable for those RCPS.

The redemption of RCPS is also subject to compliance with the requirements of Section 72 of the Act, all RCPS shall be fully redeemable at the option of LCTWP prior to the redemption of any RNCPS, at the RCPS redemption price.

LCTWP shall use its reasonable endeavours to ensure that it has sufficient funds (whether through profits or a new issue of shares or otherwise), which can be lawfully applied towards redemption of the RCPS at the relevant time.

No RCPS redeemed by LCTWP shall be capable of reissue.

Protective provisions : The prior consent to the holders of the RCPS shall also be required for any proposal by LCTWP which relates to, or involves, any of the following:

(a) the issue by LCTWP of any other preference shares or any type of convertible debt/equity instruments ranking pari passu or in priority to the RCPS;

(b) any increase in the number of RCPS to be issued by LCTWP; and

(c) anything which results or gives rise to a capital reduction by LCTWP.

Note:

(1) The JVSA is silent as to the ranking of the RCPS in relation to the ordinary shares, other securities and debts of LCTWP. However, in reading the salient terms of the RNCPS and RCPS together with Section 527 of the Act, it can be assumed that in a winding-up, liquidation or any return of capital of LCTWP, the RCPS ranks in the following manner in terms of priority when it comes to repayment of capital and all monies due (including, without limitation, the par value and premium):

(i) secured creditors;(ii) preferred creditors;(iii) unsecured creditors;(iv) RCPS holders;(v) RNCPS holders; and(vi) LCTWP shareholders.

The RCPS shall not be entitled to participate in the surplus assets and profits of LCTWP.


36

APPENDIX IVINFORMATION ON LCTWP

36


LCTWP (Company No: 1179139-K) was incorporated as Sterling Model Sdn. Bhd. before changing its name to LCTWP on 12 July 2016. It is a private limited company incorporated in Malaysia on 11 March 2016. The intended principal activities of LCTWP are property development and property investment. LCTWP was set up to undertake the Proposed Development by the Joint Venture Parties.

2. SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS

As at the LPD, the issued share capital of LCTWP is RM12,000,000 comprising 10,000,000 LCTWP Shares and 2,000,000 RNCPS.

The shareholders of LCTWP are TWPSB and KHPL owning 5,000,000 LCTWP Shares and 1,000,000 RNCPS each, representing 50:50 ownership. LCTWP is effectively a jointly controlled entity of the Company.

3. DIRECTORS

The details of the directors of LCTWP as at the LPD are set out below:

Name Nationality Designation

Yen Wen Hwa (Ngan Tzee Manh) Singaporean Executive DirectorDavid Lum Kok Seng Singaporean Executive DirectorTony Fong British Executive DirectorCham Kooi Joo Malaysian Executive DirectorLee Chee Whye Singaporean Executive DirectorLam Hoi Khong Malaysian Executive DirectorAdrian Lum Wen-Hong (Alternate Director to David Lum Kok Seng)

Singaporean Alternate Director

As at the LPD, none of the directors of LCTWP hold any direct interest in LCTWP.


37

APPENDIX IVINFORMATION ON LCTWP (Cont’d)

37

4. FINANCIAL INFORMATION

A summary of LCTWP’s financial highlights for the FPE 31 December 2016, FYE 31 December 2017 and FPE 30 June 2018 are as follows:

--------------------Audited--------------------- UnauditedFrom 11 March

2016 to 31 December 2016

(RM’000)

FYE 31 December 2017

(RM’000)

FPE 30 June 2018

(RM’000)Share capital 10,000 12,000 12,000Revenue 658 2,812 1,406LBT (546) (1,607) (748)LAT (546) (1,618) (750)NA/shareholders’ funds 9,454 9,836 9,085NA per share (RM) 0.95 0.98 0.91Gross LPS (RM) (0.05) (0.16) (0.07)Net LPS (RM) (0.05) (0.16) (0.07)Total borrowings - - -Gearing ratio (times) - - -Current ratio (times) 0.08 0.11 0.11

Based on the audited financial statements of LCTWP for the FPE 11 March 2016 to 31 December 2016 and FYE 31 December 2017, the financial statements have been prepared based on approved Malaysian accounting standards and there was no audit qualification for LCTWP’s financial statements for the respective period/year under review.

There is no change in the aforementioned adopted accounting standards, the change thereof which would result in a material variation to the comparable figures for the audited financial statements of LCTWP for the FPE 11 March 2016 to 31 December 2016 and FYE 31 December 2017.

FPE 11 March 2016 to 31 December 2016

For the FPE 31 December 2016, LCTWP’s revenue of RM657,560 comprised rental income from the investment property acquired from TWPSB paid by Tien Wah Press (Malaya) Sdn. Bhd., a wholly-owned subsidiary of TWPH during the period. LCTWP recorded a LBT of RM546,480 for the period mainly due to interest payment to TWPSB in respect of the outstanding 95% of the purchase consideration for the Land and depreciation expense related to the investment property.

LCTWP was incorporated during the period with a paid-up share capital of RM10,000,000 and for the FPE 31 December 2016, its NA stood at RM9,453,520.

FYE 31 December 2017

For the FYE 31 December 2017, LCTWP’s revenue of RM2,811,636 comprised rental income generated from its investment property. LCTWP recorded a LBT of RM1,607,359 mainly due to interest payment to TWPSB in respect of the outstanding 95% of the purchase consideration for the Land and depreciation expense related to its investment property.

There was issuance of RNCPS of RM2,000,000, subscribed by its shareholders during the financial year, and its NA as at 31 December 2017 stood at RM9,835,853.

38

APPENDIX IVINFORMATION ON LCTWP (Cont’d)

38

FPE 30 June 2018

For the FPE 30 June 2018, LCTWP’s revenue of RM1,405,818 comprised rental income generated from its investment property. LCTWP recorded a LBT of RM747,533 for the period mainly due to interest payment to TWPSB in respect of the outstanding 95% of the purchase consideration for the Land and depreciation expense related to the investment property. Its NA as at 31 March 2018 stood at RM9,085,390.

5. MATERIAL COMMITMENT AND CONTINGENT LIABILITIES

(i) Material commitment

As at the LPD, LCTWP has not incurred or known to incur any material commitments which may materially and adversely affect the profit and/or NA of LCTWP.

(ii) Contingent liabilities

As at the LPD, LCTWP has not incurred any material contingent liabilities which upon being enforced may materially and adversely affect the profits and/or NA of LCTWP.

6. MATERIAL LITIGATION

As at the LPD, LCTWP is not engaged in any material legal proceedings (including litigation, claims, arbitration and prosecution), either as plaintiff or defendant, which have a material effect on the financial position or business of LCTWP and the board of directors of LCTWP are not aware of any proceedings, pending or threatened, or of any facts likely to give rise to any proceedings which may materially affect the financial position or business of LCTWP.

7. MATERIAL CONTRACTS

As at the LPD, LCTWP has not entered into any material contract (not being contracts entered into in the ordinary course of business) within two (2) years immediately preceding the date of this Circular.


39

APPENDIX VDIRECTORS’ REPORT ON LCTWP

40

APPENDIX VIAUDITED FINANCIAL STATEMENTS OF LCTWP FOR THE FYE 31 DECEMBER 2017 (Cont’d)

41


42


43


44


45


46


47


48


49


50


51


52


53


54


55


56


57


58


59


60


61


62


63


64


65


66


67


68


69


70


71


72


73


74


75


76

APPENDIX VIIFURTHER INFORMATION

42

1. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors have seen and approved this Circular. They collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no other facts the omission ofwhich would make any statement in this Circular misleading.

2. CONSENT AND DECLARATION OF CONFLICT OF INTEREST

IPS, being the Adviser for the Proposals has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form and context in which it appears in this Circular.

IPS confirms that it is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation in relation to its role.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

3.1 Material commitment

As at the LPD, save as disclosed below, the Board is not aware of any material commitments incurred or known to be incurred by TWPH Group which, upon becoming enforceable, may have a material impact on the financial results and the financial position of TWPH Group:

RM’000Contracted but not provided for 11,821

3.2 Contingent liabilities

As at the LPD, save as disclosed below, the Board is not aware of any contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a material impact on the financial results and the financial position of TWPH Group:

RM’000Corporate guarantees issued to banks for credit facilities granted to subsidiaries 121,615

4. MATERIAL LITIGATION, CLAIMS AND ARBITRATION

As at the LPD, neither TWPH nor its subsidiary companies have been engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of TWPH and/or its subsidiary companies and the Board has no knowledge of any proceedings pending or threatened against TWPH and/or its subsidiary companies or any fact likely to give rise to any proceeding which may materially and adversely affect the financial position of TWPH Group.


APPENDIX VIIFURTHER INFORMATION

42

1. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors have seen and approved this Circular. They collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no other facts the omission ofwhich would make any statement in this Circular misleading.

2. CONSENT AND DECLARATION OF CONFLICT OF INTEREST

IPS, being the Adviser for the Proposals has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form and context in which it appears in this Circular.

IPS confirms that it is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation in relation to its role.

3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

3.1 Material commitment

As at the LPD, save as disclosed below, the Board is not aware of any material commitments incurred or known to be incurred by TWPH Group which, upon becoming enforceable, may have a material impact on the financial results and the financial position of TWPH Group:

RM’000Contracted but not provided for 11,821

3.2 Contingent liabilities

As at the LPD, save as disclosed below, the Board is not aware of any contingent liabilities incurred or known to be incurred which, upon becoming enforceable, may have a material impact on the financial results and the financial position of TWPH Group:

RM’000Corporate guarantees issued to banks for credit facilities granted to subsidiaries 121,615

4. MATERIAL LITIGATION, CLAIMS AND ARBITRATION

As at the LPD, neither TWPH nor its subsidiary companies have been engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of TWPH and/or its subsidiary companies and the Board has no knowledge of any proceedings pending or threatened against TWPH and/or its subsidiary companies or any fact likely to give rise to any proceeding which may materially and adversely affect the financial position of TWPH Group.


77

APPENDIX VIIFURTHER INFORMATION (Cont’d)

42

5. MATERIAL CONTRACTS

Save as disclosed below, TWPH Group has not entered into any material contracts, not being contracts entered into in the ordinary course of business, within the two (2) years immediately preceding the date of this Circular:

(a) a conditional sale and purchase agreement dated 3 November 2016 between PT Bintang Pesona Jagat (“BPJ”) and Max Ease International Limited (“MEIL”) and Max View Holdings Limited, all subsidiaries of TWPH, in respect of the acquisition of the entire equity interest in BPJ by MEIL and Max View Holdings Limited from PT Bentoel Prima and PT Lestariputra Wirasejati at the amount of IDR304 billion. The acquisition which was completed on 15 December 2016, comes with a Manufacturing and Supply of Packaging Materials Agreement with PT Bentoel Internasional Investame Tbk Group;

(b) a letter of offer dated 23 December 2016 from Benkert UK Ltd (as grantor) to TWPH (as grantee) granting an irrevocable offer to purchase 1,500,000 ordinary shares representing TWPH’s 30% shareholding in Benkert (Malaysia) Sdn. Bhd. at a preliminary valuation of RM25,813,065. TWPH had on 23 December 2016 accepted the offer to purchase. The disposal was completed on 31 December 2016 and Benkert (Malaysia) Sdn. Bhd. has ceased to be an associate company of TWPH;

(c) the Termination Agreement that terminated a strategic joint venture agreement dated 24 May 2015, previously entered into between the Parties for the assignment of 50% of the charter capital of TVDP from TWPH to DOFICO at the Initial Purchase Price. Following this Termination Agreement, the 50% of the charter capital above shall be transferred back to TWPH by DOFICO at the Initial Purchase Price. Thereafter, TWPH shall hold 100% of the charter capital of TVDP and TVDP shall be wholly-owned by TWPH. Upon completion of all transfer procedures, TWPH shall inherit all rights, interests and obligations of DOFICO in TVDP; and

(d) an asset sale agreement dated 13 September 2018 entered into between Tien Wah Press (Malaya) Sdn. Bhd., a wholly-owned subsidiary of TWPH and Paper Base Converting Sdn. Bhd. for the disposal of a Litho Printing Machine at a cash consideration of RM1,448,750.00.

6. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are made available for inspection at the registered office of TWPH at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Monday to Friday (excluding public holidays) for a period from the date of this Circular up to and including the date of the EGM:

(i) the Memorandum and Articles of Association of the Company and LCTWP;

(ii) the audited consolidated financial statements of TWPH for the past two (2) FYE 31 December 2016 and FYE 31 December 2017 and the latest unaudited quarterly report for the FPE 30 June 2018 of TWPH;

(iii) the audited financial statements of LCTWP for the financial period from 11 March 2016 to 31 December 2016 and FYE 31 December 2017 as well as the latest unaudited financial statements for the FPE 30 June 2018;

(iv) the letter of consent and declaration of conflict of interest referred to in Section 2 above; and

(v) the material contracts referred to in Section 5 above.

78



NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of Tien Wah Press Holdings Berhad (“TWPH” or the “Company”) will be held at Atlanta East, Level 3, Armada Hotel, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 7 November 2018 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without modifications:

SHAREHOLDERS SHOULD NOTE THAT ORDINARY RESOLUTIONS 1, 2 AND 3 ARE INTER-CONDITIONAL UPON ONE ANOTHER. IN OTHER WORDS, IF ORDINARY RESOLUTION 1 IS NOT PASSED BY SHAREHOLDERS, ORDINARY RESOLUTIONS 2 AND 3 WILL NOT BE PASSED AND VICE VERSA.

ORDINARY RESOLUTION 1

PROPOSED SUBSCRIPTION OF ORDINARY SHARES, REDEEMABLE NON-CONVERTIBLE NON-CUMULATIVE PREFERENCE SHARES AND/OR REDEEMABLE NON-CONVERTIBLE CUMULATIVE PREFERENCE SHARES OF LUM CHANG TIEN WAH PROPERTY SDN. BHD.(“LCTWP”) NOT EXCEEDING 50% OF THE DEVELOPMENT COST OF THE PROPOSED DEVELOPMENT OF A MIXED-USE COMMERCIAL DEVELOPMENT ON THE LAND (AS DEFINED HEREIN) (“PROPOSED DEVELOPMENT”) OR RM250.0 MILLION, WHICHEVER IS LOWER, BY TIEN WAH PROPERTIES SDN. BHD. (“TWPSB”) TO MEET THE CAPITAL EXPENDITURE AND WORKING CAPITAL REQUIREMENTS OF LCTWP IN THE EVENT LCTWP IS NOT ABLE TO PROCURE ANY FINANCING FACILITY(IES) FROM BANK(S) OR FINANCIAL INSTITUTION(S), AS MAY BE REQUIRED PURSUANT TO THE TERMS OF THE SHAREHOLDERS’ AGREEMENT DATED 16 MAY 2016 ENTERED INTO BETWEEN TWPSB AND KEMENSAH HOLDINGS PTE. LTD.(“KHPL”) TO INCORPORATE, OWN AND OPERATE LCTWP FOR THE PROPOSED DEVELOPMENT (“PROPOSED SUBSCRIPTION”)

“THAT, subject to and contingent upon the passing of Ordinary Resolutions 2 and 3, the requisite approvals and/or consent of all relevant authorities and/or parties being obtained (where applicable) being obtained, approval be and is hereby given to TWPSB, a wholly-owned subsidiary of TWPH to subscribe for new ordinary shares, redeemable non-convertible non-cumulative preference sharesand/or redeemable non-convertible cumulative preference shares in LCTWP (“Subscription Securities”) not exceeding 50% of the development cost of the Proposed Development or RM250.0 million, whichever is lower, to meet the capital expenditure and working capital requirements of LCTWP in the event LCTWP is not able to procure any financing facilitiy(ies) from bank(s) or financial institution(s), as may be required pursuant to the terms and conditions of the shareholders’ agreement dated 16 May 2016 between TWPSB and KHPL, a wholly-owned subsidiary of Lum Chang Holdings Limited (“JVSA”), to incorporate, own and operate LCTWP for the Proposed Development at No 9 & 11, Jalan Semangat, 46200 Petaling Jaya, Selangor Darul Ehsan under the title number 3674 and 3967, Lot 30 & 4, Section 13 Municipality of Petaling Jaya, Selangor Darul Ehsan, on land measuring approximately 13,040 square metres (“Land”).

AND THAT, the Board of Directors (“Board”) be and is hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient or in the best interest of the Company to give effect to the Proposed Subscription with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto or deemed necessary by the Board, and to take all steps and do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Subscription.”


PROPOSED PROVISION OF FINANCIAL ASSISTANCE THROUGH TWPH AND ITS SUBSIDIARIES (“TWPH GROUP”) TO LCTWP BY PROVISION OF GUARANTEES, INDEMNITIES AND/OR COLLATERALS FOR BANKING FACILITY(IES) TO BE OBTAINED BY LCTWP FROM BANK(S) OR FINANCIAL INSTITUTION(S) OF UP TO RM150.0 MILLION WHICH IS IN PROPORTION TO ITS CURRENT SHAREHOLDING IN LCTWP HELD VIA ITS SUBSIDIARY, TWPSB (“PROPOSED PROVISION OF FINANCIAL ASSISTANCE”)

“THAT, subject to and contingent upon the passing of Ordinary Resolutions 1 and 3, the requisite approvals and/or consent of all relevant authorities and/or parties being obtained (where applicable) being obtained, approval be and is hereby given to TWPH Group to provide financial assistance to LCTWP in the form of guarantees, indemnities and/or collaterals for banking facility(ies) to be obtained by LCTWP from bank(s) or financial institution(s) of up to RM150.0 million which is in proportion to its current shareholding in LCTWP held via its subsidiary, TWPSB subject to the terms and conditions of the JVSA for the Proposed Development;

AND THAT, the Board be and is hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient or in the best interest of the Company to give effect to the Proposed Provision of Financial Assistance with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto or deemed necessary by the Board, and to take all steps and do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Provision of Financial Assistance.”


PROPOSED DIVERSIFICATION OF THE EXISTING CORE BUSINESS OF TWPH GROUP TO INCLUDE PROPERTY DEVELOPMENT AND PROPERTY INVESTMENT, AFTER TAKING INTO CONSIDERATION TWPH GROUP’S PROPOSED INVESTMENT IN LCTWP VIA THE PROPOSED SUBSCRIPTION WHICH MAY POTENTIALLY RESULT IN THE DIVERSION OF 25% OR MORE OF TWPH GROUP’S NET ASSETS OR CONTRIBUTION FROM SUCH AN OPERATION OF 25% OR MORE TO THE NET PROFITS OF TWPH GROUP IN THE FUTURE (“PROPOSED DIVERSIFICATION”)

“THAT, subject to and contingent upon the passing of Ordinary Resolutions 1 and 2, the requisite approvals and/or consent of all relevant authorities and/or parties being obtained (where applicable) being obtained, approval be and is hereby given for the proposed diversification of the existing core business of TWPH Group to include property development and property investment, after taking into consideration the Group’s proposed investment in LCTWP via the Proposed Subscription which may potentially result in the diversion of 25% or more of TWPH Group’s net assets or contribution from such an operation of 25% or more to the net profits of TWPH Group in the future.

AND THAT, the Board be and is hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient or in the best interest of the Company to give effect to the Proposed Diversification with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto or deemed necessary by the Board, and to take all steps and do all such acts and matters as they may consider necessary or expedient to implement, finalise and give full effect to the Proposed Diversification.”

BY ORDER OF THE BOARD OF TIEN WAH PRESS HOLDINGS BERHAD

TAI YIT CHAN (MAICSA 7009143)CHOONG LEE WAH (MAICSA 7019418)Company Secretaries

SELANGOR DARUL EHSAN28 September 2018

Notes:

(i) A member entitled to attend and vote at this meeting is entitled to appoint one (1) or more proxies to attend and vote instead of him. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation. There shall be no restriction as to the qualification of the proxy.

(ii) A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting and where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

(iii) Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.

(iv) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, the Proxy Form shall be executed under the corporation’s seal or under the hand of an officer or attorney duly authorised.

(v) The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority, shall be deposited at the office of Tricor Investor & Issuing House Services Sdn. Bhd., being the share registrar of the Company, at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia not less than forty-eight (48) hours before the time set for holding the EGM or any adjournment thereof.

(vi) Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of EGM will be put to vote by way of poll.

(vii) For the purpose of determining a member who shall be entitled to attend this EGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Article 54 of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 29 October 2018. Only a depositor whose name appears on the Record of Depositors as at 29 October 2018 shall be entitled to attend the said meeting or appoint proxies to attend, participate, speak and/or vote on his/her behalf.

Personal Data Privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal databy the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof) and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representatives for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

✄

TIEN WAH PRESS HOLDINGS BERHAD (Company No. 340434-K) (Incorporated in Malaysia)

I/We,....................................................................................... (full name of shareholder as per NRIC, in capital letters).NRIC No./ Company No.(new).........................................(old).......................................... of...............................................................................(full address) being a member of the above-named Company, hereby appoint…………………………………………………………………………(full name of proxy as per NRIC, in capital letters) NRIC No. ………………………………… (new)………………. (old) of……………………………………………………………………………… (full address) or failing him/her NRIC No. ………………………………… (new)…………………………………. (old) of …………..…...…..………………………………………(full address) or failing him/her, *the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting (“EGM”) of the Company to be held at Atlanta East, Level 3, Armada Hotel, Lot 6, Lorong Utara C, Section 52, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 7 November 2018 at 11.00 a.m. and at any adjournment thereat.

*Please delete the words “CHAIRMAN OF THE MEETING” if you wish to appoint some other person(s) only to be your proxy(ies).

(Please indicate with an “X” in the spaces provided how you wish your vote to be cast or against the resolutions. If you do not do so, the proxy(ies) will vote or abstain from voting at his/her discretion).

My/our proxy is to vote as indicated below:No. Ordinary Resolutions For Against1 Proposed Subscription2 Proposed Provision of Financial Assistance 3 Proposed Diversification

Dated this ...................day of........................ .... 2018

............................................................................Signature/ Common Seal Contact No.: ………………………………………Number of shares held: .....................................

Notes:(i) A member entitled to attend and vote at this meeting is entitled to appoint one (1) or more proxies to attend and vote instead

of him. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation. There shall be no restriction as to the qualification of the proxy.







PERSONAL DATA PRIVACYBy submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of EGM dated 28 September 2018.

No of SharesCDS Account No.

PROXY FORM

For appointment of two proxies, percentage of shareholdings to be represented by the proxies:

PercentageProxy 1 ……………………………………Proxy 2 …………………………………….Total 100%






Dated this ...................day of........................ .... 2018












PROXY FORM








Dated this ...................day of........................ .... 2018












PROXY FORM



AFFIXSTAMP

Fold this flap for sealing

Then fold here

1st fold here

Fold this flap for sealing

Then fold here

THE SHARE REGISTRAR

TIEN WAH PRESS HOLDINGS BERHAD C/O TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN. BHD. UNIT 32-01, LEVEL 32, TOWER AVERTICAL BUSINESS SUITE, AVENUE 3BANGSAR SOUTHNO.8, JALAN KERINCHI59200 KUALA LUMPURWILAYAH PERSEKUTUANMALAYSIA

1st fold here

AFFIX

STAMP

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR …ir.chartnexus.com/tienwah/website_HTML/attachments/attachment_7374... · the EGM, you are requested to complete the enclosed Proxy

Documents