(Company No. 129-T)
(Incorporated in Malaysia)

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM99,256,461 NOMINAL VALUE OF 5-YEAR 3% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS TO BE ISSUED AT 100% OF ITS NOMINAL VALUE OF RM1.00 EACH (“ICULS”) ON THE BASIS OF 1 ICULS FOR EVERY 10 ORDINARY SHARES OF RM0.20 EACH IN ASIAN PAC HOLDINGS BERHAD (“ASIAN PAC”) (“ASIAN PAC SHARES”) HELD BY THE ENTITLED SHAREHOLDERS ON AN ENTITLEMENT DATE TO BE DETERMINED LATER TOGETHER WITH UP TO 198,512,922 FREE NEW DETACHABLE WARRANTS (“WARRANTS”) TO BE ISSUED ON THE BASIS OF 2 WARRANTS FOR EACH ICULS SUBSCRIBED; AND

PROPOSED EXEMPTION TO MAH SAU CHEONG AND PERSONS ACTING IN CONCERT WITH HIM (“PAC”) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKEOVER OFFER FOR ALL THE ASIAN PAC SHARES, CONVERTIBLE SECURITIES AND NEW ASIAN PAC SHARES TO BE ISSUED PURSUANT TO THE CONVERSION OF ICULS AND/OR THE EXERCISE OF THE WARRANTS NOT HELD BY MAH SAU CHEONG OR HIS PAC (“PROPOSED EXEMPTION”)

INDEPENDENT ADVICE LETTER FROM cfSOLUTIONS SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF ASIAN PAC IN RELATION TO THE PROPOSED EXEMPTION