CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A : (I) PROPOSED SHARE CONSOLIDATION OF EVERY 5 EXISTING ORDINARY SHARES IN BINA PURI ("BINA PURI SHARE(S) OR "SHARE(S)") INTO 1 CONSOLIDATED BINA PURI SHARE; (II) PROPOSED PRIVATE PLACEMENT OF UP TO 217,964,717 NEW ORDINARY SHARES IN BINA PURI, REPRESENTING 30% OF THE ENLARGED NUMBER OF ISSUED SHARES IN BINA PURI; (III) PROPOSED ESTABLISHMENT OF AN EMPLOYEES SHARE SCHEME, WHICH COMPRISES A PROPOSED EMPLOYEE SHARE OPTION SCHEME AND A PROPOSED SHARE GRANT PLAN, OF UP TO 15% OF THE TOTAL NUMBER OF THE ISSUED ORDINARY SHARES OF BINA PURI (EXCLUDING TREASURY SHARES, IF ANY) AT ANY POINT IN TIME, DURING THE DURATION OF THE EMPLOYEES SHARE SCHEME FOR THE ELIGIBLE DIRECTORS AND EMPLOYEES OF BINA PURI AND ITS NON-DORMANT SUBSIDIARIES; AND (IV) PROPOSED ALLOCATION TO THE EXECUTIVE DIRECTORS OR CHIEF EXECUTIVE OF BINA PURI, AND PERSON CONNECTED WITH THEM PART B: PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE