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in the court of appeal malaysia (appellate jurisdiction)

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As <strong>in</strong>dicated by your Mr. Andrew Lo, we understand that your<br />

headquarters <strong>in</strong> Taiwan has agreed to sell <strong>the</strong> 30% shares to us.<br />

Therefore, we would like to formally make an <strong>of</strong>fer to acquire<br />

<strong>the</strong> 30% shares on <strong>the</strong> basis as per our Jo<strong>in</strong>t Venture<br />

Agreement.<br />

We would also like to propose that <strong>the</strong> above matter to be<br />

referred to our Auditors, Ernst & Young to determ<strong>in</strong>e <strong>the</strong><br />

valuation <strong>of</strong> <strong>the</strong> Fair and Commercial Price subject to fee and<br />

expenses approved by us.<br />

Thank you.”<br />

The response to this letter was a letter from <strong>the</strong> petitioner’s solicitors dated<br />

11.5.2001 which reads:<br />

“Chief Executive Officer<br />

Ngiu Kee Corporation (M) Bhd<br />

(Company No. 381317-H)<br />

Lot LG03, G04B2 & 1.03<br />

Wisma Saberkas<br />

Jalan Tun Abang Haji Openg<br />

93000 KUCHING<br />

Dear Madam<br />

Re Jo<strong>in</strong>t Venture Agreement Dated 10/07/98<br />

Between Pan-Pacific Construction Hold<strong>in</strong>gs Sdn Bhd<br />

And Ngiu Kee Corporation (M) Bhd<br />

We are <strong>in</strong>structed by Pan-Pacific Construction Hold<strong>in</strong>gs Sdn<br />

Bhd to reply to your letter dated 19 April 2001 <strong>of</strong>fer<strong>in</strong>g to<br />

acquire our client’s entire sharehold<strong>in</strong>gs (“Shares”) <strong>in</strong> Pacific-<br />

Ngiu Kee Sdn Bhd.<br />

Without prejudice to our Notice <strong>of</strong> Term<strong>in</strong>ation dated 17 April<br />

2001, we are pleased to <strong>in</strong>form you that our client is will<strong>in</strong>g to<br />

transfer <strong>the</strong> Shares to your company subject to <strong>the</strong> follow<strong>in</strong>g<br />

terms.<br />

54

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