PROPOSED CONSOLIDATION OF EVERY TEN (10) EXISTING ORDINARY SHARES OF IDIMENSION CONSOLIDATED BHD. ("ICB") INTO ONE (1) ORDINARY SHARE OF ICB ("ICB SHARE")

PROPOSED PRIVATE PLACEMENT OF 16,317,000 NEW ICB SHARES ("PLACEMENT SHARES"), REPRESENTING APPROXIMATELY 60.0% OF THE EXISTING TOTAL NUMBER OF ICB SHARES IN ISSUE, TO YAU MING TECK, YEW AH CHAI, TOO TIAN JEN, TEOH TENG GUAN AND DAVID TAN CHAO HSIUNG AT THE ISSUE PRICE OF RM0.10 PER PLACEMENT SHARE

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF:-
(i)	87,026,436 NEW ICB SHARES ("RIGHTS SHARES") ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) EXISTING ICB SHARE HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER AT THE ISSUE PRICE OF RM0.10 PER RIGHTS SHARE TOGETHER WITH 87,026,436 FREE WARRANTS OF ICB ("ICB WARRANTS") ON THE BASIS OF ONE (1) ICB WARRANT FOR EVERY ONE (1) RIGHTS SHARE SUBSCRIBED FOR; AND
(ii)	174,052,872 REDEEMABLE CONVERTIBLE PREFERENCE SHARES ("RCPS") OF ICB ("ICB RCPS") ON THE BASIS OF FOUR (4) ICB RCPS FOR EVERY ONE (1) EXISTING ICB SHARE HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER AT A PROPOSED ISSUE PRICE OF RM0.025 PER ICB RCPS, (COLLECTIVELY, THE "PROPOSED RIGHTS ISSUE")

PROPOSED ACQUISITION OF THE 5,000,000 ORDINARY SHARES IN EVD ENGINEERING SDN. BHD. ("EVE"), REPRESENTING 100% OF THE ISSUED SHARE CAPITAL OF EVE, BY EVD BERHAD ("EVD") FROM EV-DYNAMIC SDN. BHD. ("EV-DYNAMIC"), FOR A PURCHASE CONSIDERATION OF RM108.0 MILLION, WHICH SHALL BE SATISFIED THROUGH A COMBINATION OF:-
(i)	RM37.8 MILLION THROUGH THE ISSUANCE OF 252,000,000 NEW SHARES OF EVD ("CONSIDERATION SHARES" OR "EVD SHARES") AT A PROPOSED ISSUE PRICE OF RM0.15 PER CONSIDERATION SHARE;
(ii)	RM58.2 MILLION THROUGH THE ISSUANCE OF 2,328,000,000 NEW RCPS OF EVD ("CONSIDERATION RCPS" OR "EVD RCPS") AT A PROPOSED ISSUE PRICE OF RM0.025 PER CONSIDERATION RCPS; AND
(iii)	THE REMAINING RM12.0 MILLION IN CASH,

PROPOSED ACQUISITION OF THE 10,000,000 ORDINARY SHARES IN EV-DYNAMIC, REPRESENTING 100% OF THE ISSUED SHARE CAPITAL OF EV-DYNAMIC, BY EVD FROM MAH SEONG HUAK AND IR. GAN WEE PENG, FOR A PURCHASE CONSIDERATION OF RM1.00 IN CASH

PROPOSED SECURITIES EXCHANGE, WHEREBY THE EXISTING HOLDERS OF ICB SHARES, ICB WARRANTS AND ICB RCPS WILL EXCHANGE ALL THEIR EXISTING SECURITIES HELD IN ICB FOR EVD SHARES, NEW WARRANTS OF EVD ("EVD WARRANTS") AND EVD RCPS ("PROPOSED SECURITIES EXCHANGE")

PROPOSED EXEMPTION FOR MAH SEONG HUAK, IR. GAN WEE PENG AND THE PERSONS ACTING IN CONCERT WITH THEM UNDER PARAGRAPH 4.08 OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE ALL THE REMAINING EVD SHARES, EVD WARRANTS AND EVD RCPS NOT ALREADY HELD BY THEM AFTER THE PROPOSED SECURITIES EXCHANGE

PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY TO FACILITATE THE ISSUANCE OF ICB RCPS PURSUANT TO THE PROPOSED RIGHTS ISSUE

PROPOSED DISPOSAL BY ICB OF ITS ENTIRE EQUITY INTERESTS IN IDIMENSION MSC SDN. BHD., IDIMENSION SYSTEMS SDN. BHD., IDIMENSION MSC PTE. LTD., IDIMENSION AGRISOFT SDN. BHD. AND IDB INTERACTIVE SDN. BHD. (IN LIQUIDATION) TO DANIEL BOO HUI SIONG ("DANIEL") OR SUCH OTHER PERSON AND/OR COMPANY AS MAY BE NOMINATED BY DANIEL FOR A TOTAL CASH CONSIDERATION OF RM11,957,000

PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF UP TO FIFTEEN PERCENT (15%) OF THE TOTAL NUMBER OF ISSUED SHARES OF EVD, AT ANY POINT IN TIME DURING THE DURATION OF THE ESOS FOR THE ELIGIBLE DIRECTORS AND EMPLOYEES OF EVD AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES)

PROPOSED ASSUMPTION OF THE LISTING STATUS OF ICB BY EVD AND THE ADMISSION OF EVD TO AND WITHDRAWAL OF ICB FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES"), WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE EVD SHARES, EVD WARRANTS AND EVD RCPS ON THE ACE MARKET OF BURSA SECURITIES

PROPOSED GRANTING OF OPTIONS TO THE PROPOSED DIRECTOR OF EVD, NAMELY, MAH SEONG HUAK

PROPOSED GRANTING OF OPTIONS TO THE PROPOSED DIRECTOR OF EVD, NAMELY, IR. GAN WEE PENG