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NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Tan Chong Motor Holdings Berhad (“TCMH” or “Company”) will be held at the Grand Ballroom, Grand Seasons Hotel, No. 72, Jalan Pahang, 53000 Kuala Lumpur on Wednesday, 29 May 2002 at 12:30 p.m. or immediately after the conclusion or adjournment (as the case may be) of the Thirtieth (30^th) Annual General Meeting of the Company, whichever is later, for the purpose of considering and, if thought fit, passing with or without modifications, the following Ordinary Resolutions:

ORDINARY RESOLUTION 1
PROPOSED GRANT OF AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES

“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of the Company, the Listing Requirements of Kuala Lumpur Stock Exchange (“KLSE”) and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorised, to purchase such amount of ordinary shares of RM0.50 each in the Company (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company from time to time through KLSE upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Resolution does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company;

AND THAT an amount not exceeding RM100 million of the Company’s retained profits account be allocated by the Company for the Proposed Share Buy-Back;

AND THAT authority be and is hereby given to the Directors of the Company to decide at their discretion to retain the shares so purchased as treasury shares (as defined in Section 67A of the Act) and/or to cancel the shares so purchased and/or to resell them and/or to deal with the shares so purchased in such other manner as may be permitted and prescribed by the Act and/or the rules, regulations, guidelines, requirements and/or orders of KLSE and any other relevant authorities for the time being in force;

AND THAT the authority conferred by this Resolution will be effective immediately upon the passing of this Resolution and will expire at:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company (being the Thirty-First (31^st) AGM of the Company), at which time the said authority will lapse unless by an ordinary resolution passed at a general meeting of the Company, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the Thirty-First (31^st) AGM of the Company is required by law to be held; or (iii) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting;

whichever occurs first but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by KLSE and/or any other relevant governmental and/or regulatory authorities (if any);

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 Proposed Share Buy-Back as may be agreed or allowed by any relevant governmental and/or regulatory authority.”


ORDINARY RESOLUTION 2
PROPOSED RENEWAL OF 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 such approval shall continue to be in force until:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company (being the Thirty-First (31^st) AGM of the Company), at which time the authority will lapse, unless by a resolution passed at a general meeting of the Company, the authority of the Shareholders’ Mandate is renewed;

(ii) the expiration of the period within which the Thirty-First (31^st) 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 a 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.”


By order of the Board

Tan Eng Guan
Company Secretary

Kuala Lumpur
6 May 2002

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. An authorised nominee may appoint one (1) proxy in respect of each securities account the authorised nominee holds in the Company standing to the credit of such securities account. Each appointment of proxy shall be by a separate instrument of proxy which shall specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting.

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