TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS(I) DISPOSAL OF SUBSTANTIALLY ALL THE ASSETS AND LIABILITIES IN KUCHAI DEVELOPMENT BERHAD ("KDB") TO SUNGEI BAGAN RUBBER COMPANY (MALAYA) BERHAD ("SG BAGAN") TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF NEW ORDINARY SHARES IN SG BAGAN ("SG BAGAN SHARES") ("DISPOSAL"); AND

(II) DISTRIBUTION OF SG BAGAN SHARES HELD BY KDB ARISING FROM THE DISPOSAL TO ITS ENTITLED SHAREHOLDERS BY WAY OF A CAPITAL REDUCTION AND REPAYMENT AND DIVIDEND-IN-SPECIE ("DISTRIBUTION")

(COLLECTIVELY, "PROPOSALS")