ICTZONE: CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A: (I) PROPOSED VOLUNTARY WITHDRAWAL OF ICT ZONE ASIA'S LISTING FROM THE LEAP MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") ("PROPOSED WITHDRAWAL"); (II) ISSUED ORDINARY SHARES OF ICT ZONE ASIA ON THE ACE MARKET OF BURSA SECURITIES ("PROPOSED LISTING"); AND (III) PROPOSED AMENDMENTS TO THE CONSTITUTION OF ICT ZONE ASIA ("PROPOSED AMENDMENTS") (COLLECTIVELY, THE "PROPOSALS"); PART B: INDEPENDENT ADVICE LETTER IN RELATION TO THE PROPOSALS AND THE PROPOSED PRE-CONDITIONAL VOLUNTARY GENERAL TAKE-OVER OFFER IN ACCORDANCE WITH THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ISSUED BY THE SECURITIES COMMISSION MALAYSIA FOR ALL THE REMAINING ORDINARY SHARES AND IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES ("ICPS") IN ICT ZONE ASIA NOT ALREADY HELD BY DATUK SERI NG THIEN PHING AND ICT ZONE HOLDING SDN BHD