CWG: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 147,317,119 NEW ORDINARY SHARES IN CWG HOLDINGS BERHAD ("CWG" OR THE "COMPANY") ("CWG SHARE(S)" OR "SHARE(S)") ("RIGHTS SHARE(S)") AT AN ISSUE PRICE OF RM0.18 PER RIGHTS SHARE, ON THE BASIS OF 3 RIGHTS SHARES FOR EVERY 5 EXISTING CWG SHARES HELD, ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED RIGHTS ISSUE"); (II) PROPOSED ACQUISITION BY CWG OF 2,049,402 ORDINARY SHARES IN UNIGENIUS HOLDING SDN BHD ("UHSB"), REPRESENTING 100% OF THE EQUITY INTEREST IN UHSB, FROM BOO YIN KWAN, CHAN LAI YEE, LAM CHUN WAI, LOO ZI KAI AND LOW YAW SHIM FOR A PURCHASE CONSIDERATION OF RM33.00 MILLION, TO BE SATISFIED VIA A COMBINATION OF CASH PAYMENT OF RM18.00 MILLION AND THE ISSUANCE OF 15,000,000 NEW REDEEMABLE NON-CONVERTIBLE PREFERENCE SHARES IN CWG ("RPS" OR "CONSIDERATION RPS") AT AN ISSUE PRICE OF RM1.00 PER CONSIDERATION RPS ("PROPOSED ACQUISITION"); AND (III) PROPOSED AMENDMENT TO THE CONSTITUTION OF CWG TO FACILITATE THE ISSUANCE OF CONSIDERATION RPS UNDER THE PROPOSED ACQUISITION ("PROPOSED AMENDMENT") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")