OCR: CIRUCLAR TO SHAREHOLDERS IN RELATION TO (I) PROPOSED SETTLEMENT OF ADVANCES OWING BY STACK BUILDER SDN BHD, A 50.5%-OWNED SUBSIDIARY OF THE COMPANY, TO ONG KAH HOE ("OKH") AND TAN CHIN HOONG ("TCH") AMOUNTING TO RM43,296,795 TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF 618,525,646 NEW ORDINARY SHARES IN THE COMPANY ("OCR SHARES" OR "SHARES") AT THE ISSUE PRICE OF RM0.0700 PER SHARE ("PROPOSED SETTLEMENT"); (II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 1,336,348,534 NEW SHARES ("RIGHTS SHARES") TOGETHER WITH UP TO 1,336,348,534 FREE DETACHABLE WARRANTS IN THE COMPANY (WARRANTS E) ON THE BASIS OF 2 RIGHTS SHARES TOGETHER WITH 2 WARRANTS E FOR EVERY 3 EXISTING SHARES HELD BY THE ENTITLED SHAREHOLDERS OF THE COMPANY ON AN ENTITLEMENT DATE TO BE DETERMINED ("PROPOSED RIGHTS ISSUE WITH WARRANTS"); (III) PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(B) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ISSUED BY THE SECURITIES COMMISSION MALAYSIA ("SC") ("RULES") TO OKH, TCH AND PERSONS ACTING IN CONCERT WITH THEM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING OCR SHARES NOT ALREADY HELD BY THEM UPON THE COMPLETION OF THE PROPOSED SETTLEMENT ("PROPOSED EXEMPTION 1");AND (IV) PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(B) OF THE RULES TO OKH AND PERSONS ACTING IN CONCERT WITH HIM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING OCR SHARES NOT ALREADY HELD BY THEM UPON THE COMPLETION OF THE PROPOSED RIGHTS ISSUE WITH WARRANTS ("PROPOSED EXEMPTION 2") (THE PROPOSED EXEMPTION 1 AND THE PROPOSED EXEMPTION 2 SHALL COLLECTIVELY BE REFERRED TO AS THE "PROPOSED EXEMPTIONS") (THE PROPOSED SETTLEMENT, THE PROPOSED RIGHTS ISSUE WITH WARRANTS AND THE PROPOSED EXEMPTIONS SHALL COLLECTIVELY BE REFERRED TO AS THE "PROPOSALS")