CN Asia Bhd : Proposed Ratification

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 advisers immediately.

Bursa Malaysia Securities Berhad 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.

CN ASIA CORPORATION BHD

Registration No. 199601027090 (399442-A)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PROPOSED RATIFICATION OF THE DIVERSIFICATION OF THE BUSINESS OF CN ASIA CORPORATION BHD ("CN ASIA" OR THE "COMPANY") AND ITS SUBSIDIARIES TO INCLUDE MONEYLENDING BUSINESS ("PROPOSED RATIFICATION")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

TA SECURITIES

A N U N W A V E R I N G C O M M I T M E N T

TA SECURITIES HOLDINGS BERHAD (14948-M)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting ("EGM") of CN Asia and the Proxy Form are set out in this Circular. The EGM will be held virtually through live streaming and online remote voting via the online meeting platform at Tricor Investor & Issuing House Services Sdn Bhd's ("Tricor") TIIH Online website at https://tiih.online from the Broadcast Venue as follows:

Broadcast Venue	: Leadership Room, Unit 32-01, Level 32, Tower A, Vertical
	Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
	59200 Kuala Lumpur, Malaysia
Last date and time for lodging the Proxy Form	: Thursday, 23 June 2022 at 11.30 a.m.
Date and time of the EGM	: Friday, 24 June 2022 at 11.30 a.m. or immediately after the 26th
	annual general meeting of our Company (which will be held at
	the same Broadcast Venue on the same day at 10.30 a.m.),
	whichever is later, or at any adjournment thereof

Please follow the procedures provided in the Administrative Notes (as enclosed herein) in order to register, participate and vote remotely. If you decide to appoint a proxy or proxies for the EGM, you must complete, sign and return the Proxy Form and deposit it at the office of our share registrar, Tricor, at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Counter, Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, alternatively online via our share registrars' website, TIIH Online at https://tiih.online not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote or, in the case of a poll, not less than 24 hours before the time for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

This Circular is dated 3 June 2022

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular and the accompanying appendices:

"3M-FPE"	:	3-month financial period ended 31 March
"Acquisition of SCSB"	:	Acquisition of 100 ordinary shares in SCSB, representing 100% of
		the issued share capital of SCSB, by our Company from Mr. Ing
		Chu Yeong for a total cash consideration of RM160,000, which was
		completed on 15 June 2021
"Act"	:	Companies Act 2016
"BNM"	:	Bank Negara Malaysia
"Board"	:	Board of Directors of our Company
"Bursa Securities"	:	Bursa Malaysia Securities Berhad
"Chang"	:	Mr. Chang Chee Ching
"Circular"	:	This circular to shareholders dated 3 June 2022 in relation to the
		Proposed Ratification
"CN Asia" or "Company"	:	CN Asia Corporation Bhd
"CN Asia Group" or "Group"	:	Our Company and our subsidiaries, collectively
"CN Asia Shares" or "Shares"	:	Ordinary shares in our Company
"COVID-19"	:	Coronavirus disease 2019
"Director"	:	A natural person who holds a directorship in our Company, whether
		in an executive or non-executive capacity, and shall have the
		meaning given in Section 2(1) of the Act and Section 2(1) of the
		Capital Markets and Services Act 2007
"Diversification"	:	Diversification of the business of our Group to include
		moneylending business
"EGM"	:	Extraordinary general meeting of our Company
"EPS"	:	Earnings per Share
"FYE"	:	Financial year ended/ending 31 December
"LAT"	:	Loss after taxation attributable to the owners of our Company
"LBT"	:	Loss before taxation
"Licence"	:	Moneylender's licence bearing the licence number WL7664/10/01-
		1/031222 issued by the Ministry under the Moneylenders Act
"Listing Requirements"	:	Main Market Listing Requirements of Bursa Securities
"LPD"	:	20 May 2022, being the latest practicable date prior to the printing
		of this Circular
"LPG"	:	Liquefied petroleum gas
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DEFINITIONS (CONT'D)

"LPS"	:	Loss per Share attributable to owners of our Company
"MCO"	:	Movement control order
"Ministry"	:	Ministry of Housing and Local Government
"Moneylenders Act"	:	Moneylenders Act 1951
"NA"	:	Net assets attributable to the owners of our Company
"OPR"	:	Overnight policy rate
"PAT"	:	Profit after taxation attributable to the owners of our Company
"PBT"	:	Profit before taxation
"Private Placement 2019"	:	Private placement of 4,538,200 new Shares, representing
		approximately 10% of the total number of issued Shares, which was
		completed on 9 May 2019
"Private Placement 2021-1"	:	Private placement of 5,491,200 new Shares, representing
		approximately 10% of the total number of issued Shares, which was
		completed on 5 May 2021
"Private Placement 2021-2"	:	Private placement of 15,000,000 new Shares, representing
		approximately 10% of the total number of issued Shares, which was
		completed on 22 October 2021
"Private Placement 2021-3"	:	Private placement of 12,710,000 new Shares, representing
		approximately 7.66% of the total number of issued Shares, which
		was completed on 31 December 2021
"Proposed Ratification"	:	Proposed ratification of the Diversification
"Registrar"	:	Registrar of Moneylenders
"RM" and "sen"	:	Ringgit Malaysia and sen, respectively
"SCSB"	:	Southborn Capital Sdn Bhd, our wholly-owned subsidiary
"SCSB Shares"	:	Ordinary shares in SCSB
"SIS Options"	:	26,800,000 options granted pursuant to our Company's employees'
		share issuance scheme of up to 15% of the total number of issued
		CN Asia Shares which was implemented on 15 June 2021
"SMEs"	:	Small- and medium-sized enterprises
"TA Securities"	:	TA Securities Holdings Berhad
"Warrants"	:	30,201,970 outstanding warrants in CN Asia (as constituted by the
		deed poll dated 12 May 2021 and which will expire on 7 June 2024)
"YM Tengku Shamsulbhari"	:	YM Tengku Shamsulbhari Bin Tengku Azman Shah

All references to "we", "us", "our" and "ourselves" are to our Company, or where the context requires, are to our Group. All references to "you" in this Circular are references to the shareholders of our Company.

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DEFINITIONS (CONT'D)

Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa.

Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

Certain amounts and percentage figures included herein have been subject to rounding adjustments. Any discrepancy between the figures shown herein and figures published by our Company, such as in the quarterly results or annual reports of our Company (as the case may be), is due to rounding.

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TABLE OF CONTENTS

PAGE

EXECUTIVE SUMMARY

LETTER TO OUR SHAREHOLDERS CONTAINING:

1.	INTRODUCTION ..............................................................................................................................	1
2.	DETAILS OF THE PROPOSED RATIFICATION .......................................................................	2
3.	RATIONALE OF THE DIVERSIFICATION ................................................................................	7
4.	INDUSTRY OUTLOOK AND PROSPECTS OF OUR GROUP ..................................................	7
5.	RISKS FACTORS ..............................................................................................................................	9
6.	EFFECTS OF THE DIVERSIFICATION.....................................................................................	11
7.	APPROVAL/ CONSENT REQUIRED ..........................................................................................	12
8.	CONDITIONALITY OF THE PROPOSED RATIFICATION...................................................	12

9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED12

10.	DIRECTORS' STATEMENT AND RECOMMENDATION	...................................................... 12
11.	ESTIMATED TIME FRAME FOR COMPLETION ...................................................................	12
12.	EGM ..................................................................................................................................................	13
13.	FURTHER INFORMATION..........................................................................................................	13
APPENDICES
I	ADDITIONAL INFORMATION	14
II	FURTHER INFORMATION	18
NOTICE OF EGM	ENCLOSED
ADMINISTRATIVE NOTES	ENCLOSED
PROXY FORM	ENCLOSED

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