GCE: INDEPENDENT ADVICE CIRCULAR TO THE BOARD AND HOLDERS OF THE OFFER SHARES IN RELATION TO THE CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY TAN CHEE HOE & SONS SDN BHD AND HOTEL GRAND CENTRAL LIMITED (COLLECTIVELY, THE "JOINT OFFERORS") THROUGH UOB KAY HIAN SECURITIES (M) SDN BHD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN GRAND CENTRAL ENTERPRISES BHD NOT ALREADY HELD BY THE JOINT OFFERORS ("OFFER SHARES") AT A CASH CONSIDERATION OF RM0.46 PER OFFER SHARE ("OFFER")