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 ("Bursa Securities") has not perused this Circular prior to its issuance. Bursa Securities 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

THE PROPOSED WAIVER OF THE PRE-EMPTIVE RIGHTS

OF THE SHAREHOLDERS UNDER SECTION 85 OF THE COMPANIES ACT 2016

AND CLAUSE 18.2 OF THE COMPANY'S CONSTITUTION

("PROPOSED WAIVER")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting ("EGM") of CN Asia will be held physically as follows:

Last date and time for lodging the Proxy Form

: Monday, 18 December 2023 at 10.00 a.m.

Date and time of the EGM

:

Tuesday, 19 December 2023 at 10.00 a.m. or at any

adjournment thereof

Venue of the EGM

:

Office Building, Lot 7907, Batu 11, Jalan Balakong, 43300 Seri

Kembangan, Selangor Darul Ehsan, Malaysia

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 the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn Bhd, 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 the Share Registrar's 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 1 December 2023

DEFINITIONS

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

COMPANIES:

"Bursa Securities"

:

Bursa Malaysia Securities Berhad

"CN Asia" or the "Company"

:

CN Asia Corporation Bhd

"CN Asia Group" or the "Group"

:

The Company and its subsidiaries, collectively

GENERAL:

"Act"

:

Companies Act 2016, including any amendments and re-enactments

that may be made thereto from time to time

"27th AGM"

:

27th Annual General Meeting of the Company held on 29August 2023

"Board"

:

Board of Directors of the Company

"Circular"

:

This circular to shareholders dated 1 December 2023 in relation to the

Proposed Waiver

"CN Asia Shares" or "Shares"

:

Ordinary shares in the Company

"Constitution"

:

Constitution of the Company

"Director"

:

A natural person who holds a directorship in the 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

"EGM"

:

Extraordinary general meeting of the Company

"General Mandate"

:

Shareholders' approval obtained at the 27th AGM for the authority to

allot and issue Shares pursuant to Sections 75 and 76 of the Act which

empowers the Directors to allot and issue Shares, at any time and upon

such terms and conditions and for such purposes as the Directors may,

in their absolute discretion, deem fit, provided that the aggregate

number of Shares to be allotted and issued during the preceding 12

months does not exceed 10% of the total number of issued Shares

"LPD"

:

28 November 2023., being the latest practicable date prior to the date

of this Circular

"Proposed Waiver"

:

Proposed waiver from the shareholders to waive their pre-emptive

rights under Section 85 of the Companies Act and Clause 18.2 of the

Company's Constitution in relation to the new Shares to be allotted and

issued pursuant to the General Mandate

"RM" and "sen"

:

Ringgit Malaysia and sen respectively

For the purpose of this Circular, all references to a time of day shall be a reference to Malaysian time unless otherwise stated. In this Circular, 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 vice versa. References to persons shall, where applicable, include corporations.

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

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DEFINITIONS (CONT'D)

Any reference in this Circular to the provisions of any statute, rules, regulation or rules of stock exchange shall (where the context admits) be construed as a reference to the provisions of such statute, rules, regulation or rules of stock exchange (as the case may be) as modified by any written law or (if applicable) amendments to the statute, rules, regulation or rules of stock exchange for the time being in force.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by our Board after due inquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that our Company's plans and objectives will be achieved.

Certain figures in this Circular have been subject to rounding adjustments.

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CN ASIA CORPORATION BHD

(Registration No. 199601027090 (399442-A))

(Incorporated in Malaysia)

Registered Office:

Lot 7907

Batu 11, Jalan Balakong

43300 Seri Kembangan

Selangor Darul Ehsan

Malaysia

1 December 2023

Board of Directors

Datuk Seri Tan Choon Hwa (Deputy Chairman and Non-IndependentNon-Executive Director) YM Tengku Shamsulbhari Bin Tengku Azman Shah (Executive Director)

Chang Chee Ching (Executive Director)

Low Yong Heng (Independent Non-Executive Director)

Nadanarajah A/L Ramalingam (Independent Non-Executive Director) Datuk Mohamad Fazly Bin Zainudin (Independent Non-Executive Director) William H Van Vliet III (Independent Non-Executive Director)

To: Shareholders of CN Asia

Dear Sir/Madam,

PROPOSED WAIVER OF THE SHAREHOLDERS' PRE-EMPTIVE RIGHTS

1. INTRODUCTION

The Company had obtained the General Mandate from its shareholders at the Company's 27th AGM, whereby the Board has been authorised to issue and allot new Shares not exceeding 10% of the total number of issued shares of CN Asia (excluding treasury shares) at the time of issue. The General Mandate shall continue to be in force until the conclusion of the Company's next AGM. From the 27th AGM until the date of this Circular, no new Shares have been issued pursuant to the General Mandate.

Pursuant to Section 85 of the Act; and read together with Clause 18.2 of the Constitution; the shareholders of CN Asia have the pre-emptive rights to be offered new Shares which rank equally to existing Shares, subject to any direction to the contrary that may be given in general meeting.

Section 85 of the Act provides as follows:

"85. Pre-emptive rights to new shares

  1. Subject to the constitution, where a company issues shares which rank equally to existing shares as to voting or distribution rights, those shares shall first be offered to the holders of existing shares in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those shareholders.

1

  1. An offer under subsection (1) shall be made to the holders of existing shares in a notice specifying the number of shares offered and the time frame of the offer within which the offer, if not accepted, is deemed to be declined.
  2. If the offer is not accepted after the expiry of the period specified in the notice under subsection (2), the directors may dispose those shares in such manner as the directors think most beneficial to the company."

Clause 18.2 of the Constitution has been extracted and reproduced below for ease of reference. The words and expressions appearing in the following provision shall bear the same meanings used in the Constitution:

"Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares or other convertible securities shall, before issued, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares or securities to which they are entitled. The offer shall be made by notice specifying the number of shares or securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or securities offered, the Directors may dispose of those shares or securities in such manner as they think most beneficial to the Company. The Directors may likewise also dispose of any new shares or securities which (by reason of the ratio which the new shares or securities bear to shares or securities held by persons entitled to an offer of new shares or securities) cannot, in the opinion of the Directors, be conveniently offered under this clause."

2. DETAILS OF THE PROPOSED WAIVER

Pursuant to Section 85 of the Act read together with Clause 18.2 of the Constitution of the Company, the existing shareholders of the Company have pre-emptive rights to be offered any new shares or other convertible securities free of pre-emptive rights which will rank equally to the existing Shares issued by the Company subject to any direction to the contrary that may be given in general meeting.

Therefore, in order for the Company to issue any new Shares pursuant to the General Mandate or other convertible securities free of the Pre-emptive Rights, the Pre-emptive Rights must first be waived by the

Company's shareholders. As such, the Company proposes to seek the shareholders' waiver of their pre- emptive rights over the new Shares to be allotted and issued pursuant to the General Mandate.

3. RATIONAL OF THE PROPOSED WAIVER

The Proposed Waiver will enable the Directors to issue and allot new Shares pursuant to the General Mandate, which rank equally to existing issued Shares to any person, without having first to offer such new Shares to existing shareholders in proportion to their shareholdings in the Company.

This flexibility will allow, if required, the Company to expediently issue new Shares pursuant to the General Mandate and will also enable the Directors and the Company to pursue options to address the shortfall in public shareholding spread requirement.

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  1. EFFECTS OF THE PROPOSEDWAIVER
    The Proposed Waiver, if approved by the shareholders, will deem the shareholders to have waived their pre-emptive rights pursuant to Section 85 of the Act; and read together with Clause 18.2 of the Constitution; to be first offered the new Shares to be allotted and issued pursuant to the General Mandate which will result in a dilution of their shareholding percentage in the Company.
    The Proposed Waiver, if approved, unless revoked or varied by the Company in a general meeting, will be valid for the same validity period of the General Mandate i.e. until the conclusion of the next annual general meeting of our Company.
    The Proposed Waiver is not expected to have any material effect on the issued share capital, substantial shareholders' shareholdings, net assets, gearing or earnings of the Group.
  2. APPROVALS REQUIRED
    The Proposed Waiver is subject to the approval of the shareholders of the Company at the EGM to be convened.
  3. CONDITIONALITY OF THE PROPOSED WAIVER
    The Proposed Waiver is not conditional upon any other corporate proposal undertaken or to be undertaken by the Company.
  4. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVES AND/OR PERSONS CONNECTED
    None of the Company's directors, major shareholders, chief executives and/or persons connected with them has any interest, direct and/or indirect, in the Proposed Waiver.
  5. DIRECTORS' STATEMENT AND RECOMMENDATION
    The Board, after having considered all aspects of the Proposed Waiver, is of the opinion that the Proposed Waiver is in the best interests of the Company and accordingly recommend you to vote in favour of the resolution in respect of the Proposed Waiver to be tabled at the forthcoming EGM.
  6. EGM
    The EGM, the notice of which is enclosed in this Circular, will be held at Office Building, Lot 7907, Batu 11, Jalan Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia on Tuesday, 19 December 2023 at 10.00 a.m. or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modification, the resolution to give effect to the Proposed Waiver.
    If you are unable to attend and vote in person at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf by completing, signing and returning the enclosed Proxy Form in accordance with the instructions contained therein as soon as possible, so as to arrive at the office of the share registrar of the Company, Tricor Investor & Issuing House Services Sdn Bhd, 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 the Share Registrars' website,
    TIIH Online at https://tiih.online.

3

Please refer to the Administrative Notes for further information on submission via TIIH Online. All proxy forms submitted must be received by the Company 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.

The lodging of the Proxy Form will not, however, preclude you from attending the EGM and voting in person should you subsequently wish to do so.

10. FURTHER INFORMATION

The Company's shareholders are advised to refer to the Appendix I set out in this Circular for additional information.

Yours faithfully,

For and on behalf of the Board

CN ASIA CORPORATION BHD

YM TENGKU SHAMSULBHARI BIN TENGKU AZMAN SHAH

Executive Director

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APPENDIX I

ADDITIONAL INFORMATION

  1. DIRECTORS' 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 having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or information contained in this Circular, or other facts and information, the omission of which would make any statement in this Circular false or misleading.
  2. MATERIAL LITIGATION, CLAIMS AND ARBITRATION
    As at the LPD, neither the Company nor its subsidiaries are engaged in any material litigation, claims or arbitration either as plaintiff or defendant, which has a material effect on the financial position of the Company and the Group and the Board confirms that there is no proceedings pending or threatened, or of any facts likely to give rise to any proceedings, which might materially and adversely affect the business or financial position of the Group.
  3. MATERIAL COMMITMENT
    As at the LPD, the Board is not aware of any material commitment incurred or known to be incurred by the Group, which upon becoming enforceable, may have material impact on the financial position of the Group.
  4. CONTINGENT LIABILITIES
    Save as disclosed below, as at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred by the Group, which upon becoming enforceable, may have material impact on the financial position of the Group:

RM

Secured

Bankers' guarantee issued in favour of third parties

86,200

5. DOCUMENTS AVAILABLE FOR INSPECTION

A Copy of the Company's Constitution will be available for inspection at the Registered Office of the Company at Lot 7907, Batu 11, Jalan Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan during normal business hours from 9.00 a.m. to 5.00 p.m. from Mondays to Fridays (excluding public holidays) for the period commencing from the date of this Circular up to and including the date of the forthcoming EGM.

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5

CN ASIA CORPORATION BHD

Registration No. 199601027090 (399442-A)

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting ("EGM") of CN Asia Corporation Bhd ("CN Asia" or the "Company") will be held at Office Building, Lot 7907, Batu 11, Jalan Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia on Tuesday, 19 December 2023 at 10.00 a.m., or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications, the following ordinary resolution:

ORDINARY RESOLUTION 1

PROPOSED WAIVER OF THE PRE-EMPTIVE RIGHTS OF THE SHAREHOLDERS UNDER SECTION 85 OF THE COMPANIES ACT 2016 AND CLAUSE 18.2 OF THE COMPANY'S CONSTITUTION ("PROPOSED WAIVER")

"THAT further to the shareholders' approval obtained on 29 August 2023 at the 27th Annual General Meeting of the Company pursuant to Sections 75 and 76 of the Companies Act 2016 ("Act") in respect of the authority to allot and issue ordinary shares in the Company ("Shares") whereby the Directors of the Company are empowered to allot and issue Shares, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of Shares to be allotted and issued during the preceding 12 months does not exceed 10% of the total number of issued Shares ("General Mandate"), approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company under Section 85 of the Act; and read together with Clause 18.2 of the Company's Constitution; to be offered new Shares ranking equally to the existing issued Shares arising from any issuance and allotment of Shares pursuant to the General Mandate;

THAT the Proposed Waiver shall be valid for the same validity period of the General Mandate which is until the conclusion of the next annual general meeting of the Company;

AND THAT the Board be and is hereby authorised to do all acts, deeds and things as they may consider necessary and expedient in the best interest of the Company to give full effect to the Proposed Waiver."

By Order of the Board

Mohd Zakie Bin Soad (LS0008268) (SSM PC No. 201908002382)

Company Secretary

Selangor Darul Ehsan

1 December 2023

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CN Asia Corporation Bhd published this content on 01 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2023 04:35:36 UTC.