Offer for Sale of 4,675,786 Shares in EHSB at the NTA Value per Share as at 31st.Dec.,2014 1 Fri 06/02/2015 23:04 From: Chee Teck Hee To: Allen Ng, Allen Ng, Allen, On the 5th.February,2015, Cheong informed me that you are not keen to buy my shares at the NTA Value per share, based on the company's NTA Value on the 31st.December,2014, as per EHSB's Audited Accounts for 2014. Based on Cheong's Calculations (which will have to be re-confirmed), EHSB's Current NTA Value is only about RM1.66 per Share, as compared to the Projected Listing Price of RM6.95 per Share. So, by selling my shares at the NTA Value, | am only asking for what | had contributed over the past 20 years, and for the risks which | took when | was a Personal Guarantor, jointly and severally together with you, for the RM31.65 Million Loans that ENCO Danstoker (Malaysia) Sdn. Bhd. and ENCO Energy Sdn. Bhd. took from MDV and MIDF respectively. Cheong confirmed with me that it is very fair for me to ask for the NTA Value per Share. With my offer to you to buy ALL my shares at the NTA Value per share NOW, | trust that the matter you raised about “wanting to share the cake and not willing to take the risks" is put to rest once and for all. Of course, if no one buys my shares, | may also be risking the 33.86% share that | own in the Net Tangible Assets of the Company, together with you, in the Proposed New Risky Investments in the Bell Eco Power and POIC Projects. In that case, | may have no choice but to work together with you, even if given the "cold shoulder" for strictly abiding by the rules in executing my job as a Director in 2011, if that is what you want. Of course, if | have to take that risks, | cannot be selling my shares at the NTA Value per share anymore by then. To ensure that the Listing Exercise could proceed smoothly, | believe we need to put up a Directors Resolution in retrospect for granting you the 10.03% Compound Interests (amounting to RM250,000.00), for the RM950,000.00 Director's Loan that you had provided to the company on the 15th.Jan.,2008, and which was fully paid back only on the 1st.June,2011, i.e. when MAVCAP was already on board with EHSB. These figures may surface again when theTop-Ten Auditors checks our accounts for the Listing Exercise. Maybe, Cheong could advise us on this. Chee From: "Chee Teck Hee” Sent: Wednesday, February 04, 2015 11:20 PM To: "cheong c y" , "Allen Ng" , "Allen Ng” Ce: "Cheong Chee Yun" ‘Subject: Re: Request for Free Shares as Compensation for Standing In as the Sole Personal Guarantor for a New RMB Million Loan from MDV Cheong, | fully agree with you on the matter of not sharing the cake if | do not want to share the risks. That is why | have offered to sell ALL of my shares to Allen at NTA value, which you confirmed that it is fair. With regards to selling the shares to you at NTA value, | am also agreeable with it, but if | remember correctly, PNB did mention that they will not allow anyone to buy EHSB shares at a lower value than what they bought. So, if PNB could allow you to buy at NTA, | am fine with it, but in which case | prefer to sell ALL, and not just some. Furthermore, you know the real reasons why | am willing to sell ALL of my shares at NTA, even though | have contributed for more than 20 years in the company. In the end, PNB has to approve whatever we propose. | am open to your other suggestions. Thank you. CheeDear Mr Chee I need to clarify the situation that | have never offered to buy the shares from you at RM3.62. What | have said was that I will try to assist to find a buyer to buy up your shares if Allen does not take up the offer to buy all the shares. Otherwise we are alll stuck and nobody wins if we can't get listed by year end. Ihave also said that | may have to front as the buyer for whoever that has agreed to buy your shares. As you rightfully say PNB will not allow any third party to buy the shares if they have not contributed to the company or if the buyer is not a main key person in the company Furthermore it will also be very unfair to offer the shares to me at RM3.62 as | do play a part in contributing to the well being of the company. PNB has to pay higher as they are merely investors waiting to cash out and do not work for it whereas | have to run around to secure deals in order to for Enco to list. If such is your intention then | don't think we can list Enco and as such nobody wins. You have until end of this year before they call on your guarantee. There is also no point for me to pursue on the outstanding deals as it will not materialize without funding. Furthermore there is also no recognition for my contributions since | am treated the same as PNB. If such are your thoughts then | shouldn't be working hard at all because if you sell the shares to me at RM3.62 then | will be like PNB. I will sit back and wait for you to deliver me the exit plan. Furthermore PNB has got your guarantee whereas | am offered to buy from you without such guarantees. Chee in all fairness, what motivation is there for me to stay with Enco. Please don't take advantage of me. Furthermore by selling only a portion of your shares does not solve the problem on the personal guarantee for Allen as he contends that one should not share the cake if he does not want to take the risks. As it is now the way | look at it nobody wins. Moderation should be the way forward. | will not work on any of the deals until this impasse is resolved. Otherwise its a waste of my time trying to make things work. Regards Cheong From: Chee Teck Hee To: Allen Ng ; Allen Ng ‘Ce: Cheong Chee Yun Sent: Wednesday, February 4, 2015 9:13 PM Subject: Request for Free Shares as Compensation for Standing In as the Sole Personal Guarantor for a New RMB Million Loan from MOV Allen, On the 29th.Jan.,2015, Cheong approached me on your behalf, to request that | transfer to you for free 1,151,079 of my shares in ENCO Holdings Sdn.Bhd. (EHSB), as compensation to you for accepting to stand in as the Sole Personal Guarantor for the Proposed New RM 8 Million Loan from Malaysia Debt Ventures Berhad (MDV) to acquire a 20% stake in Bell Eco Power Sdn. Bhd., as per attached Calculation Sheet which was presented to me. | was informed that for the Proposed New Banking Facilities offered by United Overseas Bank (Malaysia) Bhd. (UOB) on the 16th.Dec.,2014, you are willing to stand in as the Sole Personal Guarantor, since Credit Guarantee Corporation Malaysia Berhad (CGC) will guarantee 60% of the Loans to be provided under the Malaysian Government's Green Technology Financing Scheme (GTFS). | do not agree to the free transfer of my shares that you have requested for, based on the following reasons : 1. There is no legal basis for such a free transfer of shares. 2. Personal Guarantors are normally required by Financial Institutions from Directors who makes the Final Decisions in the operation of the company. You are the Director who holds a controlling 56.14% majority shareholding in EHSB, and makes all major management decisions of EHSB and its subsidiaries 3. Any transfer of shares from any of the Promoters in EHSB will need the pre- approval of both PNB-SBI and PERC 4. We should first try to get an exemption for Personal Guarantors from MDV, since ENCO Danstoker (Malaysia) Sdn. Bhd. (EDMSB) has already taken a total of RM28 Million Loan from MDV since 2006, and has a good track record on the loan re-payment, with only about RM2.84 Million still outstanding as in January,2015. EDMSB could fully settle this outstanding amount, and pledge the weekly earnings from EDMSB to repay the New RM8 Million Loan, in exchange for an exemption for the need of having a Personal Guarantor for the Proposed New RMB Million Loan. In the event that MDV insists on having at least one Personal Guarantor for the New RM8 Million Loan, to be fair to you, | am willing to sell ALL of the 4,675,786 shares that | hold in EHSB to you at the agreed NTA Value per share based on the Audited Accounts of EHSB as at 31st.December,2014,without any premium. | believe this is a fair offer to you for agreeing to stand in as the Sole Personal Guarantor for the Proposed New MDV Loan. This offer, however, is valid only for a period of 7 days from the date of this email, and is on the condition that strictly ALL of my 4,675,786 shares are bought together now and with full payment within an agreed reasonable payment period, and with other Terms and Conditions to be discussed and mutually agreed upon. This sale of all of my shares to you, however, shall be subject to the approval of PNB-SBI and PERC, as stipulated in our Shareholders Agreement with them Alternatively, | am willing to sell the 1,151,079 shares that you have requested from me for free, to Mr. Cheong Chee Yun at the same price per share that PNB-SBI and PERC bought EHSB's shares on the 24th.Oct.,2013, i.e. at RM3.62 per share, but Cheong shall only have to firstly pay me for them now at the Company's NTA Value per share as at 31st.Dec.,2014, and the balance amount only payable immediately upon the listing of EHSB. | do not believe that PNB-SBI and PERC will approve for anyone, other than you, to buy EHSB's shares at a price lower than what they have paid for. | believe that the above proposal to allow Mr. Cheong Chee Yun to be one of the Shareholders of EHSB will be good for the company, and that PNB-SBI and PERC should be able to approve this proposal. Thank you Best Regards, Chee From: "Chee Teck Hee” Sent: Monday, January 19, 2015 11:15 PM To: "Allen Ng" , “Allen Ng” Ce: "Cheong Chee Yun" ‘Subject: Unwillingness to be a Personal Guarantor for New Loans and New Banking Facilities as a Minority Shareholder Allen, | refer to my email to you dated 9th.May,2014 with regards to the abovesubject, in which | have highlighted, in paragraph 8 of the said email, my unwillingness to stand as a Personal Guarantor for New Loans and New Banking Facilities that EHSB, or its subsidiaries, will need, including for projects in collaboration with the Bell Group. | have also requested in the same email that we find an early amicable solution, with the approval of PNB-SBI and PERC, so that my decision will not hinder EHSB's application for the New Loans and New Banking Facilities, including the Proposed New Loan from Malaysia Debt Ventures (MDV). Mr. Patrick Quah Chiang Yung of PNB-SBI had also raise the same matter, regarding my unwillingness to stand as a Personal Guarantor, during the 5th. Board of Directors Meeting held on the 13th.November,2014, of which | now re-affirm. Cheong reminded me this afternoon of the urgency to solve this matter, of which | had first raise with you since the 9th.May,2014. As you are aware, | have officially been with ENCO for more than 20 years since January,1995, and at more than 60 years of age | am more than happy to continue to contribute to ENCO as its Engineering Director as agreed in our Shareholders Agreement with PNB-SBI and PERC, but am not willing to stand as a Personal Guarantor for the Proposed Substantial New Loans and Banking Facilities, as briefed by Cheong earlier today. | will willingly accept any amicable solution to this impasse that is in full compliance with the Malaysian Company Laws, that do not contravene any clause of our Shareholders’ Agreement with PNB-SBI & PERC, fair to all parties, and that is an acceptable fair market practice. | have been a Personal Guarantor, jointly and severally together with you, for the RM31.65 Million Loans from MDV and MIDF since 2006. | have now decided that my time has come to stop taking New Risks, and just fulfill my obligations to PNB-SBI and PERC, as stipulated in our Shareholders Agreement with them. Thank you. Best Regards, CheeAttachments: + NTA & Compensation in Shares-29-Jan-2015,par