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Circular to Shareholders in Relation to the Proposed Renounceable Rights Issue with Warrants

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Circular to Shareholders in Relation to the Proposed Renounceable Rights Issue with Warrants THISTHIS CIRCULAR CIRCULAR IS IS IMPORTANT IMPORTANT AND AND REQUIRES REQUIRES YOUR YOUR IMMEDIATE IMMEDIATE ATTENTION. ATTENTION. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IfTHISIfTHIS you you CIRCULAR CIRCULARare are in in any anyIS IS doubtIMPORTANT doubtIMPORTANT as as to to ANDthe ANDthe course REQUIREScourse REQUIRES of of action YOURaction YOUR toIMMEDIATE toIMMEDIATE be be taken, taken, ATTENTION.you ATTENTION.you should should consult consult your your Ifstockbroker,stockbroker, you are in bank anybank manager,doubt manager, as solicitor,to solicitor, the course accountant accountant of action or or other otherto be professional professional taken, you advisers advisersshould immediately.consult immediately. your IfIf you you are are in in any any doubt doubt as as to to the the course course of of action action to to be be taken, taken, you you should should consult consult your your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursastockbroker, Bursastockbroker, Securities Securities bank banktakes takes manager, nomanager, no responsibility responsibility solicitor, solicitor, for for accountantthe accountantthe contents contents orof orof thisother thisother Circular, Circular, professional professional makes makes no advisersno advisersrepresentation representation immediately. immediately. as as to to its its Bursaaccuracyaccuracy Securities or or completeness completeness takes no responsibilityand and expressly expressly for disclaims disclaimsthe contents any any liability ofliability this whatsoeverCircular, whatsoever makes for for anyno any representationloss loss howsoever howsoever as arising toarising its accuracyfromBursafromBursa or Securities or inSecurities orin reliance reliancecompleteness takes takesupon upon no nothe responsibilitytheand responsibility whole whole expressly or or any anyfor disclaimsfor part the part the ofcontents of contentsthe anythe contents contentsliability of of this this of whatsoeverCircular, of Circular,this this Circular. Circular. makes makes for any no no representationloss representation howsoever as arisingas to to its its accuracyaccuracy or or completeness completeness and and expressly expressly disclaims disclaims any any liability liability whatsoever whatsoever for for any any loss loss howsoever howsoever arising arising from or in reliance upon the whole or any part of the contents of this Circular. fromfrom or or in in reliance reliance upon upon the the whole whole or or any any part part of of the the contents contents of of this this Circular. Circular. ThisThis Circular Circular has has been been reviewed reviewed and and approved approved by by M M & &A ASecurities Securities Sdn Sdn Bhd, Bhd, who who is isthe the Adviser Adviser to to Vsolar Vsolar ThisGroup Group Circular Berhad Berhad has (“ (“VsolarbeenVsolar reviewed” ”or or the the and “ Company“ Companyapproved”) by ”)fo Mfor rthe& theA ProposedSecurities Proposed SdnRights Rights Bhd, Issue Issuewho with iswith the Warrants AdviserWarrants to(defined (definedVsolar ThisThis Circular Circular has has been been reviewed reviewed and and approved approved by by M M & &A ASecurities Securities Sdn Sdn Bhd, Bhd, who who is isthe the Adviser Adviser to to Vsolar Vsolar Groupherein).herein). Berhad (“Vsolar” or the “Company”) for the Proposed Rights Issue with Warrants (defined herein).GroupGroup Berhad Berhad (“ (“VsolarVsolar” ”or or the the “ Company“Company”) ”)fo for rthe the Proposed Proposed Rights Rights Issue Issue with with Warrants Warrants (defined (defined herein).herein). VSOLARVSOLAR GROUP GROUP BERHAD BERHAD (Registration(RegistrationVSOLARVSOLAR No. No. GROUP200301029575 GROUP 200301029575 BERHAD BERHAD (631995-T)) (631995-T)) (RegistrationVSOLAR(IncorporatedVSOLAR(Incorporated No. 200301029575 GROUP GROUP in in Malaysia) BERHAD Malaysia) BERHAD (631995-T)) (Registration(Registration No. No. 200301029575 200301029575 (631995-T)) (631995-T)) (Incorporated in Malaysia) (Incorporated(Incorporated in in Malaysia) Malaysia) CIRCULARCIRCULAR TO TO SHAREHOLDERS SHAREHOLDERS CIRCULAR TO SHAREHOLDERS CIRCULARCIRCULARININ RELATION RELATION TO TO SHAREHOLDERS SHAREHOLDERS TO TO THE THE IN RELATION TO THE PROPOSEDPROPOSED RENOUNCEABLE RENOUNCEABLE RIGHTS RIGHTSININ RELATIONISSUE RELATIONISSUE OF OF TO UP TO UPTHE THETO TO 1,317,950,973 1,317,950,973 NEW NEW ORDINARY ORDINARY PROPOSEDSHARESSHARES IN IN RENOUNCEABLEVSOLAR VSOLAR (“RIGHTS (“RIGHTS RIGHTS SHARES”) SHARES”) ISSUE TOGETHER OFTOGETHER UP TO WITH WITH1,317,950,973 UP UP TO TO 878,633,982 878,633,982NEW ORDINARY FREE FREE PROPOSEDPROPOSED RENOUNCEABLE RENOUNCEABLE RIGHTS RIGHTS ISSUE ISSUE OF OF UP UP TO TO 1,317,950,973 1,317,950,973 NEW NEW ORDINARY ORDINARY SHARESDETACHABLEDETACHABLE IN VSOLARWARRANTS WARRANTS (“RIGHTS (“ (“WARRANTSWARRANTS SHARES”)”)”) ON ONTOGETHER THE THE BASIS BASIS WITHOF OF 3 3 RIGHTS UPRIGHTS TO SHARES 878,633,982SHARES FOR FOR EVERY FREEEVERY DETACHABLESHARESEXISTINGSHARESEXISTING IN ORDINARYIN ORDINARY VSOLAR WARRANTSVSOLAR SHARE(“RIGHTS SHARE(“RIGHTS (“WARRANTS HELD HELD SHARES”) INSHARES”) IN VSOLAR ”)VSOLAR ON TOGETHER THE TOGETHER(“VSOLAR (“VSOLAR BASIS SHARE(S)”WITH OF SHARE(S)”WITH 3 RIGHTSUP UP ORTO ORTO SHARES“SHARE(S)”)878,633,982 “SHARE(S)”)878,633,982 FOR ONEVERY FREEON FREEAN AN DETACHABLEDETACHABLE WARRANTS WARRANTS (“ (“WARRANTSWARRANTS”)”) ON ON THE THE BASIS BASIS OF OF 3 3RIGHTS RIGHTS SHARES SHARES FOR FOR EVERY EVERY EXISTINGENTITLEMENTENTITLEMENT ORDINARY DATE DATE TO SHARETO BE BE DETERMINED DETERMINED HELD IN VSOLAR TOGETHER TOGETHER (“VSOLAR WITH WITH SHARE(S)” 2 2FREE FREE WARRANTS WARRANTSOR “SHARE(S)”) FOR FOR EVERY EVERYON AN 3 3 ENTITLEMENTRIGHTSEXISTINGRIGHTSEXISTING SHARES SHARESORDINARY ORDINARY DATE SUBSCRIBED SUBSCRIBED TO SHARE SHAREBE DETERMINED HELD HELD IN IN VSOLAR VSOLAR TOGETHER (“VSOLAR (“VSOLAR WITH SHARE(S)” SHARE(S)”2 FREE WARRANTS OR OR “SHARE(S)”) “SHARE(S)”) FOR EVERY ON ON AN AN3 ENTITLEMENTENTITLEMENT DATE DATE TO TO BE BE DETERMINED DETERMINED TOGETHER TOGETHER WITH WITH 2 2FREE FREE WARRANTS WARRANTS FOR FOR EVERY EVERY 3 3 RIGHTS SHARES SUBSCRIBED RIGHTSRIGHTS SHARES SHARES SUBSCRIBED SUBSCRIBED ANDAND AND ANDAND NOTICENOTICE OF OF EXTRAORDINARY EXTRAORDINARY GENERAL GENERAL MEETING MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICENOTICE OF OF EXTRAORDINARY EXTRAORDINARYAdviserAdviser GENERAL GENERAL MEETING MEETING Adviser AdviserAdviser MM & &A ASECURITIES SECURITIES SDN SDN BHD BHD (Registration (Registration No. No. 197301001503 197301001503 (15017 (15017-H)-H)) ) M & A SECURITIES(A(A SDNWholly-Owned Wholly-Owned BHD (Registration Subsidiary Subsidiary ofNo. of Insas Insas197301001503 Berhad) Berhad) (15017-H)) MM & &A ASECURITIES SECURITIES SDN SDN BHD BHD (Registration (Registration No. No. 197301001503 197301001503 (15017 (15017-H)-H)) ) (A(A Participating Participating(A Wholly-Owned Organisation Organisation Subsidiary of of Bursa Bursa Malaysia of Malaysia Insas SecuritiesBerhad) Securities Berhad) Berhad) (A Participating(A(A Wholly-Owned Wholly-Owned Organisation Subsidiary ofSubsidiary Bursa Malaysia of of Insas Insas SecuritiesBerhad) Berhad) Berhad) (A(A Participating Participating Organisation Organisation of of Bursa Bursa Malaysia Malaysia Securities Securities Berhad) Berhad) TheThe Notice Notice convening convening the the Extraordinary Extraordinary General General Meeting Meeting (“EGM”) (“EGM”) of of Vsolar Vsolar to to be be held held at at Theatrette Theatrette th th TheRoom,Room, Notice 4 4 Floor, conveningFloor, Menara Menara the Lien LienExtraordinary Hoe, Hoe, No. No. 8 General8Persiaran Persiaran Meeting Tropicana, Tropicana, (“EGM”) Tropicana Tropicana of Vsolar Golf Golf to& & Countrybe Country held Resort,at Resort, Theatrette 47410 47410 Room,PetalingThePetalingThe Notice Notice4 Jaya,th Jaya,Floor, convening conveningSelangor Selangor Menara theDarul theDarulLien Extraordinary ExtraordinaryEhsan Hoe, Ehsan No.on on Wednesday 8 Wednesday GeneralPersiaran General ,Meeting 25,MeetingTropicana, 25 March March (“EGM”) (“EGM”)2020 2020Tropicana at ofat 10of 10Vsolar .3 Vsolar.0Golf3 0a .m.a .m.to& to togetherCountrybe togetherbe held held withResort,at withat Theatrette theTheatrette the 47410Proxy Proxy Room,Room, 4 th4 thFloor, Floor, Menara Menara Lien Lien Hoe, Hoe, No. No. 8 8Persiaran Persiaran Tropicana, Tropicana, Tropicana Tropicana Golf Golf & &Country Country Resort, Resort, 47410 47410 PetalingFormForm are are Jaya, enclosed enclosed Selangor in in this thisDarul Circular. Circular. Ehsan on Wednesday, 25 March 2020 at 10.30 a.m. together with the Proxy PetalingPetaling Jaya, Jaya, Selangor Selangor Darul Darul Ehsan Ehsan on on Wednesday Wednesday, 25, 25 March March 2020 2020 at at 10 10.3.03 0a .m.a.m. together together with with the the Proxy Proxy Form are enclosed in this Circular. AForm AFormshareholder shareholder are are enclosed enclosed entitled entitled in in this tothis to attendCircular. attendCircular. and and vote vote at at the the EGM EGM is isentitled entitled to to appoint appoint a aproxy proxy to to attend attend and and vote vote on on Ahis hisshareholder behalf. behalf. The The entitled Proxy Proxy Form to Form attend must must andbe be depositedvote deposited at the at atEGM the the Registeredis Registered entitled toOffice Officeappoint of of our aour proxyCompany Company to attend situated situated and at voteat No. No. on2 -2 - his1,A 1,A shareholderJalan behalf. shareholderJalan Sri SriThe Hartamas Hartamasentitled
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