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NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Tan Chong Motor Holdings Berhad ("TCMH" or the "Company") will be held at the Grand Ballroom, Grand Seasons Hotel, No. 72, Jalan Pahang, 53000 Kuala Lumpur on Monday, 14 January 2002 at 11.00 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the following Ordinary Resolutions and Special Resolution:-

ORDINARY RESOLUTION 1
PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

"THAT, subject to the Companies Act, 1965 ("Act"), the Memorandum and Articles of Association of the Company and the Listing Requirements of Kuala Lumpur Stock Exchange ("KLSE"), approval be and is hereby given to the Company and its subsidiaries ("TCMH Group") to enter into all arrangements and/or transactions involving the interests of Directors, major shareholders or persons connected with Directors and/or major shareholders of the TCMH Group ("Related Parties") provided that such arrangements and/or transactions are:-

(i) recurrent transactions of a revenue or trading nature;

(ii) necessary for the day-to-day operations;

(iii) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public (where applicable); and

(iv) are not to the detriment of the minority shareholders

(the "Shareholders' Mandate");

AND THAT for the avoidance of doubt, any such transactions entered into by the TCMH Group involving the interests of such Related Parties prior to the date of this resolution be and are hereby approved;

AND THAT such approval shall continue to be in force until:-

(i) the conclusion of the next Annual General Meeting ("AGM") of the Company (and will be subject to annual renewal), at which time it will lapse, unless renewed by a resolution passed at an AGM;

(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by a resolution passed by the shareholders in an AGM or Extraordinary General Meeting;

whichever is earlier;

AND THAT the aggregate value of the transactions conducted pursuant to the Shareholders' Mandate during a financial year will be disclosed in accordance with the Listing Requirements of KLSE in the annual report for the said financial year;

AND THAT, the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Shareholders' Mandate."

ORDINARY RESOLUTION 2
PROPOSED GRANT OF AUTHORITY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

"THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company and approvals and requirements of the relevant governmental/regulatory authorities (where applicable), the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to allot and issue new ordinary shares of RM0.50 each in the Company, from time to time and upon such terms and conditions and for such purposes and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to the resolution does not exceed 10% of the issued and paid-up share capital for the time being of the Company AND THAT such authority shall continue to be in force until the conclusion of the coming Annual General Meeting of the Company."

SPECIAL RESOLUTION
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

"THAT:-

(i) in order to be consistent with the Listing Requirements of Kuala Lumpur Stock Exchange which came into effect on 1 June 2001; and

(ii) further in order to enhance the administration of the internal affairs of the Company;

the Articles of Association of the Company more particularly set forth in Appendix 1 to the circular to shareholders dated 20 December 2001 be and are hereby amended, modified and varied by the deletion of words which have been struck out with a line running across them and the insertion of words which have been double-underlined."

By order of the Board

Tan Eng Guan
Company Secretary

Kuala Lumpur
20 December 2001

Notes:-

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two (2)) to attend and vote in his stead. A proxy may but need not be a member of the Company, and where there are two (2) proxies, the number of shares to be represented by each proxy must be stated.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. The instrument appointing a proxy must be deposited at the Company's Registered Office at 62-68 Jalan Ipoh, 51200 Kuala Lumpur not later than 48 hours before the time fixed for holding the meeting.