TRANSACTIONS of a REVENUE OR TRADING NATURE This Circular Is

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 YOURTHIS CIRCULAR STOCKBROKER, IS IMPORTANT BANK ANDMANAGER, REQUIRES SOLICITOR, YOUR IMMEDIATE ACCOUNTANT ATTENTION OR OTHER INDEPENDENT ADVISER IMMEDIATELY. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT BursaYOUR Malaysia STOCKBROKER, Securities Berhad BANK has MANAGER, not perused SOLICITOR, the contents ofACCOUNTANT this Circular prior OR to itsOTHER issuance INDEPENDENT and takes no responsibilityADVISER IMMEDIATELY. for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or anyBursa part Malaysia of the contents Securities of this Berhad Circular. has not perused the contents of this Circular prior to its issuance and takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

ECO WORLD INTERNATIONAL BERHAD (Registration No. 201301030020 (1059850-A) (Incorporated in Malaysia) ECO WORLD INTERNATIONAL BERHAD (Registration No. 201301030020 (1059850-A) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS OF A REVENUE OR TRADINGth NATURE The above proposal will be tabled at the Sixth Annual General Meeting (“6th AGM”) of our Company. The Notice of the AGM together with the Proxy Form are set out in the 2019 Annual Report of our Company.

As a shareholder, you can appoint not more than two proxies to attend andth vote on your behalf. If you are unable As a shareholder, you can appoint notth more than two proxies to attend and vote on your behalf. If you are unable toThe attend above and proposal vote in willperson be tabled at the at6 ththeAGM, Sixth youAnnual are requested General Meeting to complete (“6 AGMthe enclosed”) of our ProxyCompany Form. Thein theNotice 201 of9 tothe attendAGM andtogether vote inwith person the Proxy at the Form 6 AGM,are set you out are in therequested 2019 Annual to complete Report the of ourenclosed Company Proxy. Form in the 2019 Annual Report and deposit it at the office of the Share Registrar of our Company, Boardroom Share Registrars SdnAs aBhd shareholder, at Ground you Floor, can Menara appoint Symphony, not more than No. two5, Jalan proxies Professor to attend Khoo and Ka votey Kim, on yourSeksyen behalf. 13 ,If 46200you are Petaling unable th th Jaya,to attendSelangor and vote Darul in Ehsan,person atMalaysia, the 6 AGM,not less you than are 48requested hours before to complete the time the set enclosed for holding Proxythe Form 6th AGMin the or 201any9 adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at adjournmentAnnualth Report thereof.and deposit The lodging it at theof theoffice Proxy of theForm Sharewill notRegistrar preclude of ouryou Companyfrom attending, Boardroom and voting Share in personRegistrars at theSdn6 thBhdAGM at shouldGround you Floor, subsequently Menara Symphony, wish to do No. so .5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than 48 hours before the time set for holding the 6th AGM or any Date and time of the AGM : Wednesday, 25 March 2020 at 10:30 a.m. or any adjournment Dateadjournment and time thereof. of the A GMThe lodging of the Proxy :FormWednesdaywill not preclude, 25 March you 2020 from atattending 10:30 a.m. and or voting any adjournment in person at th thereof the 6 AGM should you subsequently wish to do sothereof. Venue of the AGM : EcoWorld Gallery @ Eco Grandeur Date and time of the AGM : LotWednesday 6232, Persiaran, 25 March Mokhtar 2020 Dahariat 10:30 a.m. or any adjournment Lotthereof 6232, Persiaran Mokhtar Dahari Eco Grandeur Venue of the AGM : EcoWorld Gallery @ Eco Grandeur 42300 Bandar Puncak Alam Lot 6232, Persiaran Mokhtar Dahari Selangor Darul Ehsan, Malaysia Eco Grandeur (GPS Coordinates: 3.225565, 101.455361; 42300 Bandar Puncak Alam Waze Location: Eco Grandeur Sales Gallery) Selangor Darul Ehsan, Malaysia Last date and time for lodging the Proxy : Monday, 23 March 2020 at 10:30 a.m. Last date and time for lodging the Proxy : Monday,(GPS Coordinates23 March 2020: 3.225565,at 10:30 101.455361;a.m. Form Waze Location: Eco Grandeur Sales Gallery) Last date and time for lodging the Proxy : Monday, 23 March 2020 at 10:30 a.m. Form This Circular is dated 25 February 2020

This Circular is dated 25 February 2020 DEFINITIONS DEFINITIONS DEFINITIONS DEFINITIONS ExceptDEFINITIONS where the context otherwise requires, the following definitions shall apply throughout this Except where the context otherwise requires, the following definitions shall apply throughout this ExceptCircular: where the context otherwise requires, the following definitions shall apply throughout this ExceptCircular: where the context otherwise requires, the following definitions shall apply throughout this Circular:Act : Companies Act 2016, as amended from time to time and any re- ExceptCircular:Act where the context :otherwiseCompanies requires, Act 2016the ,following as amended definitions from timeshall toapply time throughoutand any re this- Act : Companiesenactment thereof Act 2016, as amended from time to time and any re- Circular: enactment thereof Act : enactmentCompanies thereof Act 2016, as amended from time to time and any re- AGM : Annual General Meeting AGMAct : AnnualCompaniesenactment General thereof Act Meeting2016, as amended from time to time and any re- AGM : Annual General Meeting Board : Boardenactment of Directors thereof of EcoWorld International AGMBoard : BoardAnnual of General Directors Meeting of EcoWorld International Board : Board of Directors of EcoWorld International BursaAGM Malaysia : BursaAnnual Malaysia General SecuritiesMeeting Berhad BoardBursa Malaysia : BursaBoard Malaysiaof Directors Securities of EcoWorld Berhad International Bursa Malaysia : Bursa Malaysia Securities Berhad CircularBoard : ThisBoard circular of Directors to the ofshareholders EcoWorld International of EcoWorld International in relation BursaCircular Malaysia : ThisBursa circular Malaysia to the Securities shareholders Berhad of EcoWorld International in relation Circular : Thisto the circular Proposed to the Shareholders’ shareholders Mandate of EcoWorld dated International 25 February in 2020 relation Bursa Malaysia : toBursa the ProposedMalaysia SecuritiesShareholders’ Berhad Mandate dated 25 February 2020 Circular : toThis the circular Proposed to the Shareholders’ shareholders Mandate of EcoWorld dated International 25 February in 2020 relation Director(s) : Shall have the meaning given in Section 2(1) of the Capital Market Director(s)Circular : ShallThisto the circular haveProposed the to themeaning Shareholders’ shareholders given Mandatein of Section EcoWorld dated 2(1) International 25of theFebruary Capital in 2020 relationMarket Director(s) : ShallServices have A thect, meaning2007, and given for in Sectionthe purpose 2(1) of theof Ctheapital Proposed Market Stoervices the Proposed Act, 2007,Shareholders’and for Mandate the purpose dated 25 ofFebruary the Proposed 2020 Director(s) : SShareholders’Shallervices have A thect, Mandate,meaning2007, and givenincludes for in Sectionanythe personpurpose 2(1) ofwho theof is Cthe orapital wasProposed M withinarket Shareholders’ Mandate, includes any person who is or was within Director(s) : Shareholders’theShallServices preceding have A thect, Mandate,sixmeaning2007, monthsand givenincludes of for thein Section anythedate person purposeon 2(1) which ofwho theof the is Cthe orapitalterms wasProposed M ofwithinarket the the preceding six months of the date on which the terms of the thetransactionSShareholders’ervices preceding A werect, Mandate,six2007, agreed monthsand upon,includes of forthe a director anythedate person purposeon or whicha cwho hiefof the isexecutivethe orterms wasProposed ofofwithin ourthe transaction were agreed upon, a director or a chief executive of our transactionGroupShareholders’the preceding were Mandate,six agreed months upon,includes of the a director anydate person on or whicha cwhohief the isexecutive orterms was ofofwithin ourthe Group Groupthetransaction preceding were six agreed months upon, of the a director date on or whicha chief the executive terms ofof ourthe EcoWorld-Ballymore : Collectively, EcoWorld-Ballymore Holding and its wholly-owned EcoWorld-Ballymore : Collectively,transactionGroup were EcoWorld agreed-Ballymore upon, a director Holding or aand chief its executivewholly- ownedof our EcoWorldGroup -Ballymore : Collectively,subsidiaries, EcoWorldnamely -EcoBallymore World -HoldingBallymore and Embassy its wholly Gardens-owned Group subsidiaries,Group namely Eco World-Ballymore Embassy Gardens EcoWorldGroup -Ballymore : subsidiaries,CompanyCollectively, Limited, EcoWorldnamely Eco -WorldEcoBallymore -WorldBallymore -HoldingBallymore Arrowhead and Embassy its Quaywholly CompanyGardens-owned Company Limited, Eco World-Ballymore Arrowhead Quay Company GroupEcoWorld-Ballymore : CompanyLimitedCollectively,subsidiaries, and Limited, EcoWorldEnamelyco EcoWorld -WorldEcoBallymore-Ballymore -WorldBallymore - HoldingBallymoreLondon Arrowhead andCity Embassy itsIsland Quaywholly CompanyGardens-owned Limited and Eco World-Ballymore London City Island Company Group Limitedsubsidiaries,Company and Limited, Enamelyco EcoWorld WorldEco-Ballymore -WorldBallymore- BallymoreLondon Arrowhead City Embassy Island Quay CompanyGardens Limited LimitedCompany and Limited, Eco EcoWorld World-Ballymore-Ballymore London Arrowhead City Island Quay Company EcoWorld-Ballymore : Eco World-Ballymore Holding Company Limited, a 75% indirect joint EcoWorld-Ballymore : EcoLimited World and-Ballymore Eco W orldHolding-Ballymore Company London Limited, City a 75%Island indirect Company joint EcoWorldHolding -Ballymore : Ecoventure World of -EcoWorldBallymore International Holding Company Limited, a 75% indirect joint Holding ventureLimited of EcoWorld International EcoWorldHolding -Ballymore : ventureEco World of -EcoWorldBallymore International Holding Company Limited, a 75% indirect joint EcoWorld International : Eco World International Berhad HoldingEcoWorld -InternationalBallymore : Ecoventure World of -EcoWorldInternationalBallymore International HoldingBerhad Company Limited, a 75% indirect joint EcoWorldor Company International : Eco World International Berhad orHoldingCompany venture of EcoWorld International EcoWorldor Company International : Eco World International Berhad EcoWorld International : EcoWorld International, our subsidiaries and joint ventures orEcoWorldCompany International : EcoWorldEco World International, International ourBerhadsubsidiaries and joint ventures EcoWorldGroup or Group International : EcoWorld International, our subsidiaries and joint ventures Groupor Company or Group EcoWorldGroup or Group International : EcoWorld International, our subsidiaries and joint ventures EcoWorld International : Ordinary share(s) in EcoWorld International GroupEcoWorld or Group International : OrdinaryEcoWorld share(s) International, in EcoWorld our subsidiaries International and joint ventures EcoWorldShare(s) or International Share(s) : Ordinary share(s) in EcoWorld International Share(s)Group or orGroup Share(s) EcoWorldShare(s) or International Share(s) : Ordinary share(s) in EcoWorld International EcoWorld International 960,000,000 warrants issued by EcoWorld International on 30 Share(s)EcoWorld or International Share(s) : 960,000,000Ordinary share(s) warrants in EcoWorld issued Internationalby EcoWorld International on 30 EcoWorldWarrants(s) International or 960,000,000March 2017 andwarrants expiring issued on 4 Aprilby 2022EcoWorld as constituted International by theon d eed30 WarrantsShare(s) (s)or Share(s)or March 2017 and expiring on 4 April 2022 as constituted by the deed EcoWorldWarrantsWarrant(s)(s) International or Marchp960,000,000oll dated 2017 20 and Februarywarrants expiring 2017issued on 4 Aprilby 2022EcoWorld as constituted International by theon d eed30 Warrant(s) poll dated 20 February 2017 WarrantsWarrantEcoWorld(s)(s) International or p960,000,000Marcholl dated 2017 20 and Februarywarrants expiring 2017issued on 4 Aprilby 2022EcoWorld as constituted International by theon d eed30 Listing Requirements Main Market Listing Requirements of Bursa Malaysia, as amended WarrantListingWarrants Requirements(s)(s) or : MainMarchpoll dated Market 2017 20 and FebruaryListing expiring Requirements 2017 on 4 April of2022 Bursa as constitutedMalaysia, asby amendedthe deed Listing Requirements : Mainfrom timeMarket to time Listing and Requirements any re-enactment of Bursa thereof Malaysia, as amended Warrant(s) : frompoll dated time to20 time February and any 2017 re-enactment thereof Listing Requirements Mainfrom timeMarket to time Listing and Requirements any re-enactment of Bursa thereof Malaysia, as amended London Projects : Collectively, Embassy Gardens Phase 2 project, Wardian London LondonListing Requirements Projects : Collectively,Mainfrom timeMarket to time EmbassyListing and Requirements any Gardens re-enactment Phase of Bursa thereof2 project, Malaysia Wardian, as amended London London Projects : Collectively,project and London Embassy City Gardens Island Phase Phase 2 project2 project, Wardian London projectfrom time and to London time and City any Island re-enactment Phase 2 projectthereof London Projects : projectCollectively, and London Embassy City Gardens Island Phase Phase 2 project2 project, Wardian London LPD : 31 January 2020, being the latest practicable date prior to the LPDLondon Projects : 31Collectively,projectJanuary and London Embassy2020, Citybeing Gardens Island the Phaselatest Phase 2practicable project2 project, dateWardian prior Londonto the LPD : 31printingJanuary of this20 Circular20, being the latest practicable date prior to the printingproject andof this London Circular City Island Phase 2 project LPD : printing31 January of this20 Circular20, being the latest practicable date prior to the Major Shareholder(s) : A person who has an interest or interests in one or more voting MajorLPD Shareholder(s) : A31printing personJanuary of whothis20 Circularhas20, beingan interest the latestor interests practicable in one date or moreprior votingto the Major Shareholder(s) : Ashares person in whoour Companyhas an interest and the or numberinterestsor in aggregate one or morenumber votingof sharesprinting inof ourthis CircularCompany and the number or aggregate number of Major Shareholder(s) : sharesthoseA person shares, in whoour is: Companyhas an interest and the or numberinterestsor in aggregate one or morenumber votingof those shares, is: Major Shareholder(s) : thoseAshares person shares, in whoour is: Companyhas an interest and the or numberinterestsor in aggregate one or morenumber votingof those(a)shares10% shares, in ouror is:moreCompany of the and total the numbernumber ofor votingaggregate sharesnumber in ourof (a) 10% or more of the total number of voting shares in our (a)those10%Company shares, or is:more; or of the total number of voting shares in our Company; or (a) Company10% or more; or of the total number of voting shares in our (b)(a) 5%10%Company oror moremore; or ofof thethe totaltotal numbernumber ofof votingvoting shasharesres in our (b) 5% or more of the total number of voting shares in our (b) 5%Company or more; whereor of suchthe totalperson number is the largestof voting shareholder shares inof our Company where such person is the largest shareholder of our (b) Company5% or morewhere of suchthe totalperson number is the largestof voting shareholder shares inof our Company (b) Company5% or morewhere of suchthe totalperson number is the largestof voting shareholder shares inof our For theCompany purposewhere of this such definition, person “interestis the largest” shall shareholderhave the meaning of our For the purpose of this definition, “interest” shall have the meaning Forof “interest theCompany purpose in shares” of this definition,given in “interestSection ”8shallof thehave Act. the meaningA major of “interest in shares” given in Section 8 of the Act. A major ofsForhareholder “interest the purpose includesin shares” of this any definition,given person in who “interestSection is or ”was8shallof within thehave Act.the the preceding meaningA major shareholder includes any person who is or was within the preceding ssixForofhareholder “interest monthsthe purpose ofincludesin theshares” of date this any ondefinition,given person which in who the“interestSection termsis or ”was 8shallofof thewithin thehave transaction Act.the the preceding meaningA mwereajor six months of the date on which the terms of the transaction were sixagreedofshareholder “interestmonths upon, ofincludesin a the mshares”ajor date anys hareholderongiven person which in who theofSection our termsis orGroup was 8ofof thewithin the transaction Act.the precedingA mwereajor agreed upon, a major shareholder of our Group agreedssixhareholder months upon, ofincludes athe major date anys hareholderon person which who theof our termsis orGroup was of thewithin transaction the preceding were i sixagreed months upon, of athe major datei s hareholderon which theof our terms Group of the transaction were agreed upon, a majori shareholder of our Group i i DEFINITIONS (Cont’d) DEFINITIONS (Cont’d)

Person(s) Connected : Shall have the same meaning given in Paragraph 1.01 of the Listing Person(s) Connected : ShallRequirements have the same meaning given in Paragraph 1.01 of the Listing Proposed Shareholders’ : ProposedRequirements renewal of shareholders’ mandate for Recurrent Related ProposedMandate Shareholders’ : PartyProposed Transactions renewal ofto shareholders’be entered into mandate by our Group for Recurrent from the Related date of Mandate theParty forthcoming Transactions 6th AGMto be toentered the 7th intoAGM by our Group from the date of the forthcoming 6th AGM to the 7th AGM Recurrent Related Party : Related Party Transaction(s) involving recurrent transactions of a Transaction(s)Recurrent Related Party : revenueRelated Partyor trading Transaction(s) nature that involving are necessary recurrent for transactions the day-to -ofday a Transaction(s) operationsrevenue or and trading are innature the ordinary that are course necessary of business for the of ourday Group-to-day operations and are in the ordinary course of business of our Group Related Party(ies) : Director(s), Major Shareholder(s) or Person(s) Connected with such Related Party(ies) : DirectorDirector(s), or Major Major Shareholder Shareholder(s) or Person(s) Connected with such Director or Major Shareholder Related Party : Transaction(s) entered into by our Group which involve(s) the Transaction(s)Related Party : Trinterest,ansaction(s) direct orentered indirect, into of the by Related our Group Party(ies) which involve(s) the Transaction(s) interest, direct or indirect, of the Related Party(ies)

Currency Currency AUD : Australian Dollar, the lawful currency of Australia AUD : Australian Dollar, the lawful currency of Australia GBP or £ : Great Britain Pound, the lawful currency of the United Kingdom GBP or £ : Great Britain Pound, the lawful currency of the United Kingdom RM and sen : Ringgit Malaysia and sen respectively, the lawful currency of RM and sen : RinggitMalaysia Malaysia and sen respectively, the lawful currency of Malaysia All references to “our Company” in this Circular are to EcoWorld International, and references to “our AllGroup references” are to toour “our Company, Company our” insubsidiaries this Circular and are joint to EcoWorld ventures. InternationalReferences ,to and “we references”, “us”, “our to” “andour “Groupourselves” are” toare our to Company, our Company, our subsidiaries and where and the joint context ventures otherwise. References requires, to “we shall”, “us include”, “our” andour subsidiaries“ourselves” andare jointto ourventures Company,. All references and where to “ youthe ” contextin this Circular otherwise are torequires, our shareholders. shall include our subsidiaries and joint ventures. All references to “you” in this Circular are to our shareholders. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denotingWords denoting the masculine the singular shall, shall,where where applicable, applicable, include include the feminine the plural and/or and neuter vice versa,gender, and and words vice versa.denoting References the masculine to persons shall, shallwhere include applicable, corporations, include unlessthe feminine otherwise and/or specified. neuter gender, and vice versa. References to persons shall include corporations, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amendedAny reference or re-enacted. in this Circular Any reference to any enactment to time of is day a reference in this Circular to that shall enactment be a reference as for the to timeMalaysian being time,amended unless or otherwisere-enacted. stated. Any reference to time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. Certain statements in this Circular may be forward-looking in nature, which are subject to uncertaintiesCertain statements and contingencies. in this Circular Forward-looking may be forward-lookingstatements may containin nature, estimates which andare assumptions subject to madeuncertainties by our andBoard contingencies. after due enquiry, Forward-looking which are statementsnevertheless may subject contain to estimatesknown and and unknown assumptions risks, uncertaintiesmade by our andBoard other after factors due enquiry, which may which cause are thenevertheless actual results, subject performance to known andor achievements unknown risks, to differuncertainties materially and from other the factors anticipated which results,may cause performance the actual or results, achievements performance expressed or achievements or implied toin suchdiffer forward-lookingmaterially from statements.the anticipated In light results, of these performance and other or uncertainties, achievements the expressed inclusion ofor aimplied forward- in lookingsuch forward-looking statement in thisstatements. Circular Inshould light ofnot these be regardedand other as uncertainties, a representation the inclusion or warranty of a forward-that our Group’slooking statementplans and objectivesin this Circular will be should achiev noted. be regarded as a representation or warranty that our Group’s plans and objectives will be achieved.

ii ii TABLE OF CONTENTS

LETTER TO OUR SHAREHOLDERS CONTAINING:

PAGE

1. INTRODUCTION ...... 1

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE...... 2

3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS’ MANDATE ...... 8

4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE...... 9

5. APPROVAL REQUIRED ...... 9

6. INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDER...... 9

7. OPINION AND RECOMMENDATION FROM DIRECTORS ...... 10

8. DETAILS OF THE AGM ...... 11

9. FURTHER INFORMATION ...... 11

APPENDICES

APPENDIX I - ORDINARY RESOLUTION 10 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 6TH AGM OF OUR COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 MARCH 2020 AT 10:30 A.M.

APPENDIX II - FURTHER INFORMATION

NOTICE OF AGM - ENCLOSED IN THE 2019 ANNUAL REPORT

PROXY FORM - ENCLOSED IN THE 2019 ANNUAL REPORT

iii

iii ECOECO WORLD WORLD INTERNATIONAL INTERNATIONAL BERHAD BERHAD RegistrationRegistration No. No. 201301030020 201301030020 ( 1059850-(1059850-A)A) (Incorporated(Incorporated in in Malaysia) Malaysia)

RegisteredRegistered Office: Office:

SuiteSuite 59, 59, Setia Setia Avenue Avenue No.No. 2, 2, Jalan Jalan Setia Setia Prima Prima S S U13/S U13/S SetiaSetia Alam, Alam, Seksyen Seksyen U13 U13 4017040170 Shah Shah Alam Alam SelangorSelangor Darul Darul Ehsan Ehsan MalaysiaMalaysia

2525 February February 2020 2020

BoardBoard of of Directors: Directors:

TanTan Sri Sri Azlan Azlan Bin Bin Mohd Mohd Zainol Zainol (Chairman/Independent (Chairman/Independent Non-Executive Non-Executive Director) Director) TanTan Sri Sri Dato’ Dato’ Sri Sri Liew Liew Kee Kee Sin Sin (Executive (Executive Vice Vice Chairman/Executive Chairman/Executive Director) Director) Dato’Dato’ Teow Teow Leong Leong Seng Seng (President (President & & Chief Chief Executive Executive Officer/Executive Officer/Executive Director) Director) MrMr Cheah Cheah Tek Tek Kuang Kuang (Senior (Senior Independent Independent Non-Executive Non-Executive Director) Director) Dato’Dato’ Voon VoonTinTin Yow Yow (Non-Independent (Non-Independent Non-Executive Non-Executive Director) Director) MrMr Choong Choong Yee Yee How How (Non-Independent (Non-Independent Non-Executive Non-Executive Director) Director) MrMr Cheng Cheng Hsing Hsing Yao Yao (Non-Independent (Non-Independent Non-Executive Non-Executive Director) Director) TanTan Sri Sri Datuk Datuk Dr Dr Rebecca Rebecca Fatima Fatima Sta Sta Maria Maria (Independent (Independent Non-Executive Non-Executive Director) Director) Dato’Dato’ Siow Siow Kim Kim Lun Lun (Independent (Independent Non-Executive Non-Executive Director) Director) Dato’Dato’ Kong Kong Sooi Sooi Lin Lin (Independent (Independent Non-Executive Non-Executive Director) Director) MsMs Pauline Pauline Wong Wong Wan Wan Voon Voon (Independent (Independent Non-Executive Non-Executive Director) Director)

To:To: Our Our Shareholders Shareholders

DearDear Sir/Madam Sir/Madam

PROPOSEDPROPOSED SHAREHOLDERS’ SHAREHOLDERS’ MANDATE MANDATE

1.1. INTRODUCTIONINTRODUCTION

AtAt our our 5 5thth AGM AGM held held on on 27 27 March March 2019 2019, ,we we had had obtained obtained shareholders’ shareholders’ mandate mandate for for our our Group Group toto enter enter into into Recurrent Recurrent Related Related Party Party Transactions Transactions on on terms terms that that are are not not more more favourable favourable to to the the RelatedRelated PartiesParties thanthan thosethose generallygenerally availableavailable toto thethe public.public. TheThe authorityauthority conferredconferred byby thethe existingexisting shar shareholders’eholders’ mandate mandate shall, shall, in in accordance accordance with with the the Listing Listing Requirements, Requirements, lapse lapse at at the the conclusionconclusion ofof ourour forthcomingforthcoming 66thth AGMAGM unlessunless authorityauthority forfor itsits renewalrenewal isis obtainedobtained fromfrom ourour shareholdersshareholders at at our our forthcoming forthcoming 6 6thth AGM. AGM.

InIn relationrelation thereto,thereto, wewe hadhad onon 66 FebruaryFebruary 20202020 announcedannounced ourour intentionintention toto seekseek ourour shareholders’shareholders’ approval approval for for the the Proposed Proposed Shareholders’ Shareholders’ Mandate Mandate at at our our forthcoming forthcoming 6 6thth AGM. AGM.

1 The purpose of this Circular is to provide you with the relevant information on the Proposed Shareholders’ Mandate and to seek your approval for the ordinary resolution to be tabled at the 6th AGM of our Company. The Notice of the 6th AGM together with the Proxy Form are enclosed in the 2019 Annual Report.

An extract of the ordinary resolution in respect of the Proposed Shareholders’ Mandate is set out in Appendix I of this Circular.

YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS’ MANDATE TO BE TABLED AT THE 6TH AGM OF OUR COMPANY.

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE

2.1 Introduction

Pursuant to Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements, our Company may seek our shareholders’ mandate with regard to Recurrent Related Party Transactions subject to, among others, the following:

(i) the transactions are in the ordinary course of business of our Group and are on terms not more favourable to the Related Parties than those generally available to the public;

(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where:

(a) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transactions is RM1.0 million or more; or

(b) the percentage ratio of such Recurrent Related Party Transactions is 1% or more,

whichever is the higher;

(iii) the circular to our shareholders for the shareholders’ mandate shall include the information as may be prescribed by Bursa Malaysia;

(iv) in a meeting to obtain the shareholders’ mandate, the interested Related Parties must not vote on the resolution approving the transactions and an interested Director or interested Major Shareholder must ensure that Persons Connected with them abstain from voting on the resolution approving the transaction; and

(v) our Company to immediately announce to Bursa Malaysia when the actual value of a Recurrent Related Party Transaction entered into by our Company, exceeds the estimated value of the Recurrent Related Party Transaction disclosed in this Circular by 10% or more based on the relevant currency in which such transaction is denominated and must include the information as may be prescribed by Bursa Malaysia in its announcement.

As disclosed in Section 2.2(e) of this Circular, the estimated value of the transaction for this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project and that the Directors and/or Persons Connected with them who intend to purchase the properties sold by our Group could not be ascertained at this juncture. However, in accordance with Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, any one of the percentage ratios of the transaction cannot exceed 10%.

In addition, as disclosed in Section 2.4 of this Circular, our Group has established various procedures to monitor the Recurrent Related Party Transactions to ensure that the total purchases by the Related Parties do not exceed 10% of the percentage ratio in accordance with Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements.

The principal activity of our Company is investment holding whilst our subsidiaries and joint ventures are principally involved in, among others, property development, investment holding, provision of advisory and project monitoring services, and promoting and marketing services for international projects.

It is envisaged that in the ordinary course of our Group’s businesses, transactions of a revenue or trading nature between companies in our Group and the Related Parties are likely to occur, and which are necessary for its day-to-day operations.

In this respect, our Company is seeking approval from our shareholders for the Proposed Shareholders’ Mandate which will allow our Group, in their ordinary course of business, to enter into the category of Recurrent Related Party Transaction disclosed in Section 2.2 of this Circular with the Related Parties, provided such transaction is made at arms’ length, on our Group’s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of our Company.

The Proposed Shareholders’ Mandate is subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders’ Mandate shall take effect from and including 25 March 2020, being the date of the 6th AGM, and shall continue to be in force until:

(i) the conclusion of the next AGM of our Company, at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed; or

(ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier.

Further disclosure required, which includes the breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year ended 31 October 2019 pursuant to the Proposed Shareholders’ Mandate will be made in our 2019 Annual Report in accordance with Paragraph 3.1.5 of Practice Note 12 of the Listing Requirements based on the following information:

(i) type of Recurrent Related Party Transactions made; and

(ii) names of the Related Parties involved in each type of the Recurrent Related Party Transaction made and their relationship with our Company.

Details of the Recurrent Related Party Transactions of our Group pursuant to Paragraph 10.09(1) of the Listing Requirements are set out in the ensuing paragraphs.

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3 2.2 Classes of Related Parties and Nature of Recurrent Related Party Transactions

The classes of Related Parties and nature of the Recurrent Related Party Transactions which have been entered into and are to be entered into by our Group are detailed as below:

Proposed Shareholders’ Mandate

Transacting Transacting Nature of Estimated value Actual value Estimated value Nature of relationship between our party within Related Parties transaction from 27 March from 27 March from 6th AGM on Group and the Related Parties our Group 2019 to our 6th 2019 up to the 25 March 2020 to AGM on 25 LPD(2) 7th AGM(1)(2) March 2020(2)

(a) EcoWorld- Whistleglade Provision of sales GBP11,979,000 GBP3,133,199 GBP9,591,000  Sean Martin Mulryan is the Ballymore Limited and marketing (equivalent to (equivalent to (equivalent to ultimate shareholder of ACE Group services by RM64,427,854) RM16,851,598) RM51,584,234) Investment Holdings Limited Whistleglade (“AIHL”), which owns 25.0% Limited to equity interest of EcoWorld- EcoWorld-Ballymore Ballymore Holding Group in relation to the London Projects  He is also the ultimate owner of Provision of GBP791,000 GBP304,422 GBP25,000 Whistleglade Investment Limited marketing suite by (equivalent to (equivalent to (equivalent to (“Whistleglade”) Whistleglade RM4,254,314) RM1,637,303) RM134,460) Limited to  Whistleglade Limited is a wholly- EcoWorld-Ballymore owned subsidiary of Whitleglade Group (b) EcoWorld- Ballymore Provision of pre- GBP29,338,000 GBP19,944,949 GBP824,000  Sean Martin Mulryan is the Ballymore Construction construction (equivalent to (equivalent to (equivalent to ultimate shareholder of AIHL, Group Services Limited services and RM157,791,499) RM107,271,914) RM4,431,802) which owns 25.0% equity interest (“Ballymore construction of EcoWorld-Ballymore Holding Construction”) management by Ballymore  He is also the ultimate owner of Construction to Whistleglade EcoWorld-Ballymore Group in relation to  Ballymore Construction is a the London Projects wholly-owned subsidiary of Whistleglade

4 4 Transacting Transacting Nature of Estimated value Actual value Estimated value Nature of relationship between our party within Related Parties transaction from 27 March from 27 March from 6th AGM on Group and the Related Parties our Group 2019 to our 6th 2019 up to the 25 March 2020 to AGM on 25 LPD(2) 7th AGM(1)(2) March 2020(2)

(c) EcoWorld- Ballymore Provision of GBP3,122,000 GBP2,405,782 GBP 2,272,000  Sean Martin Mulryan is the ultimate Ballymore Development completions and (equivalent to (equivalent to (equivalent to shareholder of AIHL, which owns Group Management occupation RM16,791,365) RM12,939,258) RM12,219,725) 25.0% equity interest of EcoWorld- Limited management Ballymore Holding (“Ballymore services by Development”) Ballymore  He is also the ultimate owner of Development to Whistleglade EcoWorld- Ballymore Group in  Ballymore Development and BAML relation to the are wholly-owned subsidiaries of London Projects Whistleglade. Ballymore Asset Provision of GBP122,000 - GBP1,132,000 Management property/estates (equivalent to (equivalent to Limited (“BAML”) management RM656,165) RM6,088,349) services by BAML to EcoWorld- Ballymore Group in relation to the London Projects (d) EcoWorld- Ballymore Provision of after GBP1,935,000 GBP1,463,427 GBP1,757,000  Sean Martin Mulryan is the ultimate Ballymore Construction sales-care services (equivalent to (equivalent to (equivalent to shareholder of AIHL, which owns Group by Ballymore RM10,407,204) RM7,870,896) RM9,449,849) 25.0% equity interest of EcoWorld- Construction to Ballymore Holding EcoWorld- Ballymore in  He is also the ultimate owner of relation to the Whistleglade London Projects  Ballymore Construction is a wholly- owned subsidiary of Whistleglade

5 Transacting Transacting Nature of Estimated value Actual value Estimated value Nature of relationship between our party within Related Parties transaction from 27 March from 27 March from 6th AGM on Group and the Related Parties our Group 2019 to our 6th 2019 up to the 25 March 2020 to AGM on 25 LPD(2) 7th AGM(1)(2) March 2020(2)

(e) EcoWorld Directors and Sale of land or land See Note (3) GBP1,219,800 See Note (3) Directors and Persons Connected with International Persons based properties to below (equivalent to below them who intend to purchase the Group Connected with Directors and RM6,560,572) properties sold by our Group could not them Persons Connected be ascertained at this juncture with them in the ordinary course of business of not more than 10% of any one of the percentage ratios in the Listing Requirements

Notes:

(1) The estimated value is based on the assumption that the 7th AGM will be held in March 2021. The estimated value is subject to change if the 7th AGM is held earlier or later than the expected date of the AGM.

(2) Based on the exchange rate of GBP1.00 : RM5.3784 being the middle rate for GBP to RM quoted by Bank Negara Malaysia, respectively, at 5:00 p.m. as at the LPD.

(3) The estimated value of the transaction for this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project. However, our Group is guided by the provision of Paragraph 3.3(a) of Practice Note 12 of the Listing Requirements, which allows our Company to procure its shareholders’ mandate for disposal of land or land-related property provided that the transaction is a Recurrent Related Party Transaction and any one of the percentage ratios is not more than 10% based on the relevant currency in which such transaction is denominated. Our Group has established various procedures to monitor the Recurrent Related Party Transactions to ensure that the total purchases by the Related Parties do not exceed 10% of any one of the percentage ratios and will be carried out on an arm’s length basis, on transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

6 2.3 Amounts due and owing by Related Parties to our Group

As at the LPD, there were no amounts due and owing by the Related Parties to our Group under the Recurrent Related Party Transactions which exceeded the credit term.

2.4 Review Procedures in relation to Recurrent Related Party Transactions

Our Group has established various procedures to ensure that the Recurrent Related Party Transactions are conducted at arm’s length and on normal commercial terms, which are consistent with our Group’s normal business practices and policies, and on terms not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders.

The Recurrent Related Party Transactions will be undertaken based on prevailing rates according to normal commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations. There are no specific thresholds for approval of Recurrent Related Party Transactions within our Group.

To monitor the Recurrent Related Party Transactions, the procedures established by our Group are as follows:

(i) a list of Related Parties will be circulated within our Group to notify that all Recurrent Related Party Transactions are required to be undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public. These include transacting at prevailing market rates/prices of the products or services provider’s usual commercial terms or otherwise in accordance with applicable industry norm. Transactions refer to both sales and purchases of products or provision of services involving our Group;

(ii) any tender, quotation or contract received from or proposed to be entered with a Related Party will not be approved unless the terms offered are comparable with those offered by other unrelated parties for the same or substantially similar type of transactions;

(iii) records will be maintained by our Company to capture all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to. As disclosed in Section 2.2(e) of this Circular, the estimated value of the transaction this category cannot be ascertained given the various types of properties sold by our Group with prices which vary from project to project and that the Directors and/or Persons Connected with them who intend to purchase the properties sold by our Group could not be ascertained at this juncture. Our Company will monitor all transactions to ensure that any one of the percentage ratios of the transactions do not exceed 10% in accordance with Section 3.3(a) of Practice Note 12 of the Listing Requirements;

(iv) the internal auditor shall periodically review the guidelines and procedures in respect of all Recurrent Related Party Transactions entered into pursuant to the Proposed Shareholders’ Mandate and ascertain that the guidelines and procedures have been complied with;

(v) the Audit Committee shall review the internal audit reports to ascertain that the guidelines and procedures established to monitor Recurrent Related Party Transactions have been complied with and the review shall be done at every quarter together with the review of the quarterly results;

(vi) disclosure will be made in the annual report of our Company of the aggregate value of transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year, in accordance with the provisions of Paragraph 10.09, Chapter 10 and Paragraph 3.1.5 of Practice Note 12 of the Listing Requirements;

7 7 (vii)(vii)(vii) the the the AuditAudit Audit CommitteeCommittee Committee hashas has reviewedreviewed reviewed andand and shallshall shall continuecontinue continue toto to reviewreview review thethe the adequacyadequacy adequacy andand and appropriatenessappropriatenessappropriateness ofof of thethe the proceduresprocedures procedures asas as andand and whenwhen when required,required, required, withwith with thethe the authorityauthority authority toto to sub-sub- sub- delegatedelegatedelegate to to individualsto individuals individuals or or orcommittees committees committees within within within o our uro urCompany Company Company as as asthey they they deem deem deem appropriate; appropriate; appropriate; and and and

(viii)(viii)(viii) at at at leastleast least twotwo two otherother other contemporaneouscontemporaneous contemporaneous transactionstransactions transactions withwith with unrelatedunrelated unrelated 33rd rd3 partiesrdparties parties forfor for similarsimilar similar productsproductsproducts oror or servicesservices services willwill will bebe be usedused used asas as comparison,comparison, comparison, wheneverwhenever whenever possible,possible, possible, toto to determinedetermine determine whetherwhetherwhether the the the priceprice price andand and terms terms terms offered offered offered to to tothe the the related related related partiesparties parties areare are fair fair fair and and and reasonable reasonable reasonable and and and comparablecomparablecomparable to to tothose those those offered offered offered to to toother other other unrelated unrelated unrelated 33rd rd3 parties rdparties parties for for for the the the same same same or or orsubstantially substantially substantially similarsimilarsimilar type type type of of ofproducts products products or or orservices. services. services. In In Inthe the the event event event that that that comparative comparative comparative pricing pricing pricing from from from unrelated unrelated unrelated 33rdrd3 parties rdparties parties cannot cannot cannot be be be obtained, obtained, obtained, our our our Group Group Group will will will rely rely rely on on on the the the prevailing prevailing prevailing market market market norms norms norms and and and practicespracticespractices taking taking taking into into into account account account the the the efficiency, efficiency, efficiency, quality quality quality and and and type type type of of ofproducts products products or or orservices services services to to tobe be be providedprovidedprovided to to toensure ensure ensure that that that the the the Recurrent Recurrent Recurrent Related Related Related Party Party Party Transactions Transactions Transactions are are are not not not detrimental detrimental detrimental to to to ourourour Group. Group. Group.

WhereWhereWhere anyany any DirectorDirector Director hashas has anan an interestinterest interest (direct(direct (direct oror or indirect)indirect) indirect) inin in anyany any RecurrentRecurrent Recurrent RelatedRelated Related PartyParty Party Transaction,Transaction,Transaction, suchsuch such DirectorDirector Director shallshall shall abstainabstain abstain fromfrom from deliberationdeliberation deliberation andand and votingvoting voting onon on thethe the matter.matter. matter. TheThe The interestedinterestedinterested DirectorsDirectors Directors shallshall shall alsoalso also abstainabstain abstain fromfrom from deliberatingdeliberating deliberating atat at BoardBoard Board meetingsmeetings meetings inin in respectrespect respect ofof of thethe the RecurrentRecurrentRecurrent RelatedRelated Related PartyParty Party TransactionsTransactions Transactions inin in whichwhich which theythey they oror or PersonsPersons Persons ConnectedConnected Connected withwith with themthem them areare are interested.interested.interested.

PursuantPursuantPursuant to to toParagraph Paragraph Paragraph 10.09 10.09 10.09 of of ofthe the the Listing Listing Listing Requirements, Requirements, Requirements, in in ina a meeting ameeting meeting to to toobtain obtain obtain shareholders’ shareholders’ shareholders’ approvalapprovalapproval forfor for thethe the ProposPropos Proposededed Shareholders’Shareholders’ Shareholders’ MandateMandate Mandate, , the,the the interestedinterested interested Directors,Directors, Directors, interestedinterested interested MajorMajor Major ShareholdersShareholdersShareholders or or orinterested interested interested Persons Persons Persons Connected Connected Connected with with with a a Director aDirector Director or or orMajor Major Major Shareholder; Shareholder; Shareholder; and and and where where where itit itinvolves involvesinvolves the thethe interest interestinterest of of of an an an interested interestedinterested Person PersonPerson Connected ConnectedConnected to to to a a aDirector DirectorDirector and/ and/and/oror or Major MajorMajor Shareholder,Shareholder,Shareholder, suchsuch such DirectorDirector Director oror or MajorMajor Major ShareholderShareholder Shareholder mustmust must abstainabstain abstain fromfrom from votingvoting voting onon on thethe the resolutionresolution resolution approvingapprovingapproving thethe the transactions.transactions. transactions. AnAn An interestedinterested interested DirectorDirector Director oror or interestedinterested interested MajorMajor Major ShareholderShareholder Shareholder mustmust must alsoalso also ensureensureensure that that that Persons Persons Persons Connected Connected Connected with with with him him him/her/her/her abstain abstain abstain from from from voting voting voting on on onthe the the resolution resolution resolution approving approving approving the the the transactions.transactions.transactions.

2.52.52.5 Audit Audit Audit Committee Committee Committee Statement Statement Statement

TheTheThe Audit Audit Audit Committee Committee Committee of of ofour our our Company Company Company has has has considered considered considered the the the procedures procedures procedures mentioned mentioned mentioned above above above and and and is is is ofof ofthe the the view view view that: that: that:

(i)(i) (i) the the the procedures procedures procedures are are are sufficient sufficient sufficient to to toensure ensure ensure that that that the the the Recurrent Recurrent Recurrent Related Related Related Party Party Party TransactionsTransactions Transactions areareareconductedconductedconducted atat at arm’sarm’s arm’s lengthlength length andand and onon on normalnormal normal commercialcommercial commercial termsterms terms whichwhich which areare are consistentconsistent consistent withwithwith ourour ourGroup’sGroup’sGroup’s normalnormal normal businessbusiness business practicespractices practices andand and policiespolicies policies andand and onon on termsterms terms notnot not moremore more favourablefavourablefavourable to to tothe the the Related Related Related Parties Parties Parties than than than those those those generally generally generally available available available to to theto the the public public public and and and are are are not not not toto theto the the detriment detriment detriment of of theof the the minority minority minority shareholders shareholders shareholders of of ofour our our Group; Group; Group; and and and

(ii)(ii)(ii) our our our GroupGroup Group hashas has inin in placeplace place adequateadequate adequate proceduresprocedures procedures andand and processesprocesses processes toto to monitor,monitor, monitor, tracktrack track andand and identifyidentifyidentify RecurrentRecurrent Recurrent RelatedRelated Related PartyParty Party TransactionsTransactions Transactions inin in aa timelyatimely timely andand and orderlyorderly orderly manner.manner. manner. SuchSuch Such proceduresproceduresprocedures and andand processes processesprocesses are areare reviewed reviewedreviewed by by by the thethe Audit AuditAudit Committee CommitteeCommittee and/or and/orand/or the thethe managementmanagementmanagement staff staff staff on on ona a yearly ayearly yearly basis basis basis and and and as as asand and and when when when required. required. required.

3.3. 3. RATIONALE RATIONALE RATIONALE AND AND AND BENEFITS BENEFITS BENEFITS OF OF OF THE THE THE PROPOSED PROPOSED PROPOSED SHAREHOLDERS’ SHAREHOLDERS’ SHAREHOLDERS’ MANDATE MANDATE MANDATE

TheTheThe Recurrent Recurrent Recurrent Related Related Related Party Party Party Transactions Transactions Transactions that that that are are are set set set out out out in in inSection Section Section 2.2 2.2 2.2 of of ofthis this this Circular Circular Circular are are are in in in thethethe ordinary ordinary ordinary course course course of of ofbusiness business business and and and intended intended intended to to tomeet meet meet the the the business business business needs needs needs of of ofour our our Group Group Group on on onthe the the bestbestbest possible possible possible terms terms terms and and and represent represent represent sound sound sound business business business decisions decisions decisions which which which are are are taken taken taken for for for legitimate legitimate legitimate and and and bonabonabona fidefide fide businessbusiness business purposespurposes purposes whichwhich which willwill will enhanceenhance enhance ourour our GroupGroup Group’s’s ’s abilityability ability toto to exploreexplore explore beneficialbeneficial beneficial businessbusinessbusiness opportunities opportunities opportunities within within within our our our Group Group Group and and and its its itsjoint joint joint venture venture venture partners. partners. partners.

88 8 8 TheThe Proposed Proposed Shareholders’ Shareholders’ Mandate, Mandate, if approvedif approved by bythe the shareholders, shareholders, will will eliminate eliminate the the need need to tomake make announcements announcements to toBursa Bursa Malaysia Malaysia or orto toconvene convene separate separate general general meetings meetings from from time time to totime time to toseek seek shareholders’ shareholders’ approval approval as asand and when when Recurrent Recurrent Related Related Party Party Transaction(s) Transaction(s) withwith the the specified specified classes classes of ofRelated Related Parties Parties arise. arise. This This will will reduce reduce substantially substantially the the expenses expenses associatedassociated with with the the convening convening of ofgeneral general meetings meetings on onan anad adhoc hoc basis, basis, improve improve administrative administrative efficiencyefficiency considerably considerably and and allow allow manpower manpower resources resources and and time time to tobe befocused focused on onattaining attaining our our Group’sGroup’s corporate corporate objectives objectives and and business business opportunities. opportunities.

TheThe Proposed Proposed Shareholders’ Shareholders’ Mandate, Mandate, is intendedis intended to tofacil facilitateitate transactions transactions entered entered into into in inthe the ordinaryordinary course course of ofbusiness business of ofour our Group Group which which are are transacted transacted from from time time to totime time with with the the RelatedRelated Parties Parties at atarm’s arm’s length, length, on onour our Group Group’s normal’s normal commercial commercial terms terms which which are are not not more more favourablefavourable to tothe the Related Related Parties Parties than than those those generally generally available available to tothe the public public and and are are not not detrimentaldetrimental to theto the minority minority shareholders shareholders of ofour our Company. Company.

4. 4. EFFECTSEFFECTS OF OF THE THE PROPOSED PROPOSED SHAREHOLDERS’ SHAREHOLDERS’ MANDATE MANDATE

TheThe Proposed Proposed Shareholders’ Shareholders’ Mandate Mandate will will not not have have any any effect effect on onthe the share share capital capital and and the the MajorMajor Shareholders’ Shareholders’ shareholdings shareholdings in inour our Company, Company, and and is notis not expected expected to tohave have any any material material effecteffect on onthe the net net assets, assets, gearing gearing and and earnings earnings of ofour our Group Group for for the the financial financial year year ending ending 31 31 OctoberOctober 20 20.20 .

5. 5. APPROVAL APPROVAL REQUIRED REQUIRED

The The Propos Proposed edShareholders’ Shareholders’ Mandate Mandate is subjectis subject to tothe the approval approval of ofour our shareholders shareholders at atthe the 6th 6th AGMAGM of ourof our Company Company to beto beconvened convened or orany any adjournment adjournment thereof. thereof.

6. 6. INTERESTS INTERESTS OF OF DIRECTORS DIRECTORS AND/OR AND/OR MAJOR MAJOR SHAREHOLDER SHAREHOLDER

TheThe direct direct and and indirect indirect interests interests of ofthe the interested interested Directors Directors and/or and/or Major Major shareholder shareholder as asat atthe the LPDLPD are are as asfollows: follows: (i) (i) Interest Interest in EcoWorldin EcoWorld International International Shares Shares DirectDirect IndirectIndirect No.No. of Sharesof Shares % % No.No. of Sharesof Shares % % InterestedInterested Director Director and and MajorMajor Shareholder Shareholder TanTan Sri SriDato’Dato’ Sri SriLiewLiewKeeKee Sin Sin 246,540,798246,540,798 10.2710.27 45,700,00045,700,000(1) (1) 1.901.90

InterestedInterested Directors Directors (2) (2) TanTan Sri SriAzlan AzlanBinBin Mohd Mohd Zainol Zainol 5,120,0005,120,000 0.210.21 67,20067,200 negligiblenegligible Dato’Dato’ Teow Teow Leong Leong Seng Seng 15,263,00015,263,000 0.60.64 4 - - - - CheahCheah Tek Tek Kuang Kuang 3,000,0003,000,000 0.10.13 3 - - - - Dato’Dato’ Voon Voon Tin Tin Yow Yow 6,141,6006,141,600 0.260.26 - - - - ChoChoongongYeeYee How How ------ChengCheng Hsing Hsing Yao Yao ------TanTan Sri SriDatuk Datuk Dr DrRebecca Rebecca FatimaFatima Sta Sta Maria Maria - - - - 5,000,0005,000,000(3) (3) 0.210.21 Dato’Dato’ Siow Siow Kim Kim Lun Lun 2,000,0002,000,000 0.080.08 - - - - Dato’Dato’ Kong Kong Sooi Sooi Lin Lin ------PaulinePauline Wong Wong Wan Wan Voon Voon ------

9 9 9 (ii) Interest in EcoWorld International Warrants

Direct Indirect No. of Warrants % No. of Warrants % Interested Director and Major Shareholder Tan Sri Dato’ Sri Liew Kee Sin 98,616,319 10.27 18,280,000(1) 1.90

Interested Directors (2) Tan Sri Azlan Bin Mohd Zainol 2,048,000 0.21 27,280 negligible Dato’ Teow Leong Seng 6,105,200 0.64 - - Cheah Tek Kuang 1,200,000 0.13 - - Dato’ Voon Tin Yow 2,456,640 0.26 - - Choong Yee How - - - - Cheng Hsing Yao - - - - Tan Sri Datuk Dr Rebecca - - - - Fatima Sta Maria Dato’ Siow Kim Lun 800,000 0.08 - - Dato’ Kong Sooi Lin - - - - Pauline Wong Wan Voon - - - -

Notes:

(1) Deemed interested by virtue of his spouse and child’s interest in our Company pursuant to Section 59(11)(c) of the Act.

(2) Deemed interested by virtue of his child’s interest in our Company pursuant to Section 59(11)(c) of the Act.

(3) Deemed interested by virtue of her spouse’s interest in our Company pursuant to Section 59(11)(c) of the Act.

The above interested Directors and Major Shareholder have and will continue to abstain from Board deliberations on the entry of the Recurrent Related Party Transactions under Section 2.2(e) of this Circular and voting of the Proposed Shareholders’ Mandate in respect of their direct and/or indirect shareholdings in EcoWorld International at the 6th AGM to be convened.

In addition, the above interested Directors and Major Shareholder have undertaken and will ensure that the Persons Connected with them (if any) will abstain from voting in respect of their direct and/or indirect shareholdings in EcoWorld International on the ordinary resolution pertaining to the Proposed Shareholders’ Mandate at the 6th AGM of our Company.

7. OPINION AND RECOMMENDATION FROM DIRECTORS

All the Directors who are deemed interested in respect of the Recurrent Related Party Transaction under Section 2.2(e) of this Circular, have abstained from expressing an opinion and any recommendation to the shareholders in respect thereof.

The Board, having considered all aspects of the Proposed Shareholders’ Mandate is of the opinion that the Proposed Shareholders’ Mandate (except on the entry of the Recurrent Related Party Transaction under Section 2.2(e) of this Circular) is in the best interest of our Company and recommend that you vote in favour of the resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the 6th AGM of our Company.

10 10 8. DETAILS OF THE AGM

The 6th AGM of our Company, the notice of which is enclosed in the 2019 Annual Report of our Company, will be held at EcoWorld Gallery @ Eco Grandeur, Lot 6232, Persiaran Mokhtar Dahari, Eco Grandeur, 42300 Bandar Puncak Alam, Selangor Darul Ehsan, Malaysia on Wednesday, 25 March 2020 at 10:30 a.m., or any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders’ Mandate under Special Business.

If you are unable to attend and vote in person at the 6th AGM of our Company, you are requested to complete, sign and return the Proxy Form, which is attached together with the 2019 Annual Report of our Company, in accordance with the instructions stated in the Proxy Form as soon as possible, and cause it to be lodged at the office of the Share Registrar of our Company, Boardroom Share Registrars Sdn Bhd at Ground Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than 48 hours before the date and time fixed for the 6th AGM of our Company or any adjournment thereof. The lodging of the Proxy Form will not, however, preclude you from attending and voting in person at the 6th AGM of our Company should you subsequently wish to do so.

9. FURTHER INFORMATION

You are advised to refer to the attached Appendix II for further information.

Yours faithfully, For and on behalf of the Board of ECO WORLD INTERNATIONAL BERHAD

TAN SRI AZLAN BIN MOHD ZAINOL Chairman/Independent Non-Executive Director

11 11 APPENDIX I

ORDINARY RESOLUTION 10 UNDER SPECIAL BUSINESS TO BE TABLED AT THE 6TH AGM OF OUR COMPANY SCHEDULED TO BE HELD ON WEDNESDAY, 25 MARCH 2020 AT 10:30 A.M.

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)

“THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company and/or its subsidiaries and/or joint ventures (“Group”) be and is/are hereby authorised to enter into any of the transactions falling within the types of recurrent related party transactions of a revenue or trading nature of the Group from time to time with related parties who may be a Director, a major shareholder of the Group or a person connected with such a Director and major shareholder, as specified in Section 2.2 of the Company’s Circular dated 25 February 2020 which are necessary for the day to day operations and are in the ordinary course of business and are carried out at arms’ length basis on normal commercial terms of the Group on terms not more favourable to the related parties than those generally available to the public and are not, in the Company’s opinion, detrimental to minority shareholders of the Company.

THAT the mandate given by the shareholders of the Company shall only continue to be in force until:

(i) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the next AGM, the authority is renewed;

(iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds, things and execute all necessary documents as they may consider necessary or expedient in the best interest of the Company with full powers to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted under relevant authorities to give full effect to the Proposed Shareholders’ Mandate.”

12 APPENDIX II

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all the reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading.

2. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business), that have been entered into by our Group within two years immediately preceding the LPD of this Circular:

(i) On 11 April 2019, Fortune Quest Group Ltd, entered into a conditional share sale and purchase agreement with Salcon Development Sdn. Bhd., a wholly-owned subsidiary of Salcon Berhad, for the proposed acquisition of 20 ordinary shares and 4,519,549 preference shares in Eco World Yarra One Pty. Ltd. (formerly known as Eco World- Salcon Y1 Pty. Ltd.), (“EW-Yarra One”) representing 20% of the total issued share capital of EW-Yarra One, for a total purchase consideration of AUD4,519,569.

3. MATERIAL LITIGATION

As at the LPD, neither our Company nor our subsidiaries or joint ventures are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, which has a material effect on the financial position or business of our Group and the Directors are not aware of any proceedings pending or threatened against our Group or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of our Group.

4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at Suite 59, Setia Avenue, No. 2, Jalan Setia Prima S U13/S, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan, Malaysia during normal office hours from Monday to Friday (except public holidays) from the date of this Circular up to and including the date of the 6th AGM of our Company:

(i) our Constitution;

(ii) our audited consolidated financial statements for the past two financial years ended 31 October 2018 and 31 October 2019; and

(iii) material contract referred to in Section 2 of Appendix II.