KHEESAN: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: PART A - (I) PROPOSED RIGHTS ISSUE WITH WARRANTS; (II) PROPOSED SCHEME OF ARRANGEMENT; (III) PROPOSED SHARE CAPITAL REDUCTION; (IV) PROPOSED EMPLOYEES SHARE SCHEME; AND (V) PROPOSED AMENDMENT (COLLECTIVELY, THE "PROPOSED REGULARISATION PLAN"); PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF KHEE SAN BERHAD IN RELATION TO THE PROPOSED SCHEME D OF THE PROPOSED SCHEME OF ARRANGEMENT