HUAT LAI RESOURCES BERHAD (Company No T) (Incorporated in Malaysia)

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1 THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have sold or transferred all your ordinary shares of RM1.00 each in Huat Lai Resources Berhad ( Offer Shares ), you should at once hand this Notification to the purchaser or stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee of such Offer Shares. If you are in any doubt as to the action to be taken or may require advice in relation to the Offer (as defined herein), please consult your stockbroker, solicitor, bank manager, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad has not perused the contents of this Notification prior to its issuance and hence, takes no responsibility for the contents of this Notification, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notification. THIS NOTIFICATION IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN. HUAT LAI RESOURCES BERHAD (Company No T) (Incorporated in Malaysia) NOTIFICATION TO THE SHAREHOLDERS OF HUAT LAI RESOURCES BERHAD IN RELATION TO THE RECEIPT OF NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 24 OCTOBER 2016 FROM AMINVESTMENT BANK BERHAD ON BEHALF OF ESPRIT UNITY SDN BHD, LIM YEOW HER, LIM YEOW KIAN AND DATUK LIM YEOW SIONG This Notification is dated 31 October 2016

2 HUAT LAI RESOURCES BERHAD (Company No T) (Incorporated in Malaysia) Registered Office: PT 1678, Mukim of Serkam Merlimau Melaka 31 October 2016 Board of Directors Lim Yeow Her (Chairman / Managing Director) Lim Yeow Kian (Executive Director) Datuk Lim Yeow Siong (Executive Director) Lim Yaw Tin (Executive Director) Dato Mohd Rosli Abdul Aziz (Independent Non-Executive Director) Chin Peck Li (Independent Non-Executive Director) Tan Peng Chan (Independent Non-Executive Director) To: The Shareholders of Huat Lai Resources Berhad Dear Sir / Madam, HUAT LAI RESOURCES BERHAD ( HLRB OR THE COMPANY ) RECEIPT OF NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 24 OCTOBER 2016 FROM AMINVESTMENT BANK BERHAD ON BEHALF OF ESPRIT UNITY SDN BHD, LIM YEOW HER, LIM YEOW KIAN AND DATUK LIM YEOW SIONG ( JOINT OFFERORS ) ( NOTICE ) 1. INTRODUCTION We wish to inform you that on 24 October 2016, the Board of Directors of HLRB ( Board ) received the Notice from AmInvestment Bank Berhad on behalf of the Joint Offerors to acquire all the remaining ordinary shares of RM1.00 each in HLRB ( HLRB Shares ) (excluding treasury shares) not already held by the Joint Offerors ( Offer Shares ) at a cash consideration of RM5.00 per Offer Share ( Offer ). Based on the Notice, there is no ultimate offeror for the Offer. The persons acting in concert with the Joint Offerors ( PACs ) in relation to the Offer in accordance with Sections 216(2) and/or 216(3) of the Capital Markets and Services Act, 2007 are as follows: (iii) (iv) (v) (vi) (vii) Tan Lian Eng; Teoh Lai Kiem; Lim Yaw Tin; Lim Yew Kwang; Yoo Kong Siong; Tan Sok Huang; and Poullive Sdn Bhd. 1

3 2. CONDITIONS OF THE OFFER As stipulated in Section 4.2 of the Notice, the Offer is conditional upon the Joint Offerors having received, on or before the closing of the Offer, valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn) in respect of the Offer Shares, which will result in the Joint Offerors holding together with such HLRB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, in aggregate 90% or more of the voting shares of HLRB. Further details of the Offer are set out in the enclosed Notice. 3. APPOINTMENT OF INDEPENDENT ADVISER In accordance with Paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions, the Board had on 24 October 2016 appointed Mercury Securities Sdn Bhd as the independent adviser to advise the non-interested Directors and the holders of the Offer Shares in relation to the Offer. 4. DOCUMENTS RELATING TO THE OFFER The purpose of this Notification is to inform you of the Offer and a copy of the Notice is enclosed herewith for your information. You should note that this Notification does not constitute an offer. The document outlining the terms and conditions of the Offer ( Offer Document ) together with the accompanying form of acceptance and transfer will be despatched to you within 21 days from the date of the Notice or any extended period of time as may be directed or permitted by the Securities Commission Malaysia ( SC ). The Independent Advice Circular containing, amongst others, the recommendation of the independent adviser in relation to the Offer will be despatched to you within ten (10) days from the date of despatch of the Offer Document or any later date as may be approved by the SC. 5. DIRECTORS RESPONSIBILITY STATEMENT The Board has seen and approved this Notification and they collectively and individually accept full responsibility for the accuracy of the information given in this Notification and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement in this Notification false or misleading. YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICIAL TO YOUR INTERESTS BUT TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR CAREFULLY BEFORE TAKING ANY ACTION(S) IN RELATION TO THE OFFER SHARES. Yours faithfully For and on behalf of the Board of HUAT LAI RESOURCES BERHAD CHIN PECK LI Independent Non-Executive Director 2

4 NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 24 OCTOBER 2016 FROM AMINVESTMENT BANK BERHAD ON BEHALF OF ESPRIT UNITY SDN BHD, LIM YEOW HER, LIM YEOW KIAN AND DATUK LIM YEOW SIONG

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6 2. THE OFFER On behalf of the Joint Offerors, AmInvestment Bank hereby serves this Notice on the Board in accordance with Paragraph 9.10(1) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions ( Rules ) to acquire the Offer Shares for a cash consideration of RM5.00 per Offer Share, subject to the adjustment as set out in Section 4.1 below, if applicable. The Offer is being made to each holder of the Offer Shares ( Holder ) for all his Offer Shares in accordance with the terms and conditions of the Offer as set out in Section 4 of this Notice and to be set out in the Offer Document (as defined below). Holders who wish to accept the Offer should refer to the procedures for acceptance which will be detailed in the document outlining the terms and conditions of the Offer ( Offer Document ), together with the accompanying form of acceptance and transfer to be despatched to all Holders in due course. The Offer is not extended to HLRB Shares currently held as treasury shares by HLRB. HLRB holds 8,626,000 treasury shares as at the LPD. 3. INFORMATION ON THE JOINT OFFERORS 3.1 Esprit Esprit was incorporated in Malaysia under the Companies Act, 1965 on 2 March 2001 as a private limited company. Esprit is principally engaged in the business of investment holding and oil palm plantation. Through its subsidiaries and associated companies, Esprit is principally engaged in poultry farming, wholesaling and dealing in beverage products and cultivation of oil palm. As at the LPD, the authorised share capital of Esprit is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, of which 100,002 ordinary shares of RM1.00 each have been issued and fully paid-up. As at the LPD, the directors and shareholders of Esprit and their respective shareholdings in Esprit are as follows:- Direct Indirect Name No. of Esprit Shares % No. of Esprit Shares % Lim Yeow Her 50, Lim Yeow Kian 25, Datuk Lim Yeow Siong 25, The abovementioned directors and shareholders of Esprit are brothers, and they are also the Joint Offerors. 3.2 Lim Yeow Her Mr. Lim Yeow Her is the Chairman and Managing Director of HLRB and has been a director of HLRB since its incorporation on 12 November He has more than 35 years of experience in the poultry sector. In 1979, he joined a small poultry farm located in Melaka as a farm assistant and left in 1989 to start his own family business in poultry farming. He is responsible for the planning and overseeing of the development of the poultry farms since their inception. He is also actively involved in the development and expansion of the HLRB group of companies. 2

7 3.3 Lim Yeow Kian Mr. Lim Yeow Kian is a Non-Independent Executive Director of HLRB and has been a director of HLRB since its incorporation on 12 November He has approximately 30 years of experience in poultry farming. He is involved in treasury functions and is principally responsible for all aspects of marketing including development of new market surveys for both local and overseas markets for the HLRB group of companies. 3.4 Datuk Lim Yeow Siong Datuk Lim Yeow Siong is a Non-Independent Executive Director of HLRB and has been a director of HLRB since its incorporation on 12 November He has approximately 30 years of experience in poultry farming. He is responsible for various aspects of the farms operations also human resource management of the HLRB group of companies. 4. TERMS AND CONDITIONS OF THE OFFER The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the Securities Commission Malaysia ( SC ), are as follows:- 4.1 Consideration for the Offer The consideration for the Offer of RM5.00 per Offer Share shall be satisfied wholly in cash. Notwithstanding the above, if HLRB declares, makes or pays any dividend and/or other distribution of any nature whatsoever (collectively, Distribution ) on or after the date of this Notice, but prior to the closing of the Offer and the Holders are entitled to retain such Distribution, the Offer Price shall be reduced by an amount equivalent to the net Distribution per HLRB Share which such Holders are entitled to retain. As at the LPD, HLRB has not announced any declaration of Distribution that is payable on or after the date of the Notice. Holders may accept the Offer in respect of all or any part of their Offer Shares. Where applicable, the Joint Offerors will not pay fractions of a sen to the Holders who accept the Offer ( Accepting Holders ). Entitlement to the cash payment will be rounded down to the nearest whole sen. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 3

8 The Offer Price represents a premium to the following last traded price and volume weighted average market prices ( VWAP ) of HLRB Shares:- Share price (RM) Premium (RM) (%) Last traded price of HLRB Shares on 21 October 2016, being the last full trading day prior to the date of this Notice ( LFTD ) (iii) (iv) (v) 5-day VWAP of HLRB Shares up to and including the LFTD 1-month VWAP of HLRB Shares up to and including the LFTD 3-month VWAP of HLRB Shares up to and including the LFTD 6-month VWAP of HLRB Shares up to and including the LFTD (Source: Bloomberg) 4.2 Conditions of the Offer The Offer is conditional upon the Joint Offerors having received, on or before the closing of the Offer, valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares, which will result in the Joint Offerors holding together with such HLRB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, in aggregate 90% or more of the voting shares of HLRB ( Acceptance Condition ). The Acceptance Condition shall be fulfilled on or before 5.00 p.m. (Malaysian time) on the Closing Date (as defined in Section 4.5 of this Notice), failing which the Offer shall lapse and all acceptances shall be returned to the Accepting Holders, and the Joint Offerors will thereafter cease to be bound by any such prior acceptances of the Offer. 4.3 Despatch of the Offer Document Pursuant to provisions of the Rules, unless otherwise directed or permitted by the SC to defer in doing so, the Offer will be made by posting the Offer Document 21 days from the date of this Notice ( Posting Date ). An application for an extension of time will be made to the SC if the posting of the Offer Document is expected to be deferred beyond the requisite 21 days. Subject to Section 4.11 of this Notice, the Offer Document will be posted to the Board and Holders whose names appear on the record of depositors of HLRB as at the latest practicable date prior to the posting of the Offer Document. 4

9 4.4 Warranties The Offer Shares are to be acquired by the Joint Offerors subject to receipt of an acceptance of the Offer by a Holder which is deemed by the Joint Offerors to be valid and complete in all respects in accordance with the provisions of the Offer Document ( Valid Acceptance ). The Valid Acceptance will be deemed to constitute an irrevocable and unconditional warranty by the Accepting Holder that the Offer Shares, to which such Valid Acceptance relates, are sold:- free from all moratoriums, claims, charges, liens, pledges, encumbrances, options, rights of pre-emption, third party rights and equities from the date of Valid Acceptance; and with all rights, benefits and entitlements attached thereto, including the right to all dividends, rights, allotments and/or distributions declared, made or paid on or after the date of this Notice, subject to the adjustment referred to in Section 4.1 of this Notice. 4.5 Duration of the Offer Original duration Provided that the Joint Offerors do not withdraw the Offer with the SC s prior written approval and every person is released from any obligation incurred under the Offer, the Offer will remain open for acceptances until 5.00 p.m. (Malaysian time) for a period of not less than 21 days from the Posting Date ( First Closing Date ), unless the Joint Offerors revise or extend the Offer ( Closing Date ). Revision of the Offer If the Offer is revised after the Posting Date, the Joint Offerors will:- announce such revision together with the following information:- the revised offer price; and the price paid or agreed to be paid and the number of voting shares or voting rights purchased or agreed to be purchased, which lead to the revision; (iii) post the written notification of the revised take-over offer to all Holders, including all the Holders who have accepted the original Offer, no later than the 46 th day from the date of the Offer Document; and keep the Offer open for acceptance for at least another 14 days from the date on which the written notification is posted. Where any of the terms of the Offer are revised, Holders who have previously accepted the Offer shall also be entitled to receive the revised consideration that is to be paid or provided for the acceptance of the Offer. The Offer may not be revised after the 46 th day from the Posting Date. 5

10 (c) Extension of the Offer Any extension of the date and time for acceptance of the Offer by the Joint Offerors will be announced at least 2 days before the relevant Closing Date. Such announcement will state the next closing date of the Offer. Notice of such extension will be posted to the Holders accordingly. (d) Closing of the Offer Where the Offer has become or is declared unconditional as to acceptances on a day falling ON OR BEFORE the 46 th day from the Posting Date, the Offer will remain open for acceptances for at least 14 days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the 60 th day from the Posting Date. Where the Offer has become or is declared unconditional as to acceptances on any day AFTER the 46 th day from the Posting Date, the Offer will remain open for acceptances for at least 14 days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the 74 th day from the Posting Date. Without prejudice to Sections 4.5(d) and (d) and subject to Section 4.5 above, the Joint Offerors shall give not less than 14 days notice in writing to Holders before closing the Offer. 4.6 Rights of withdrawal by an Accepting Holder All Valid Acceptances of the Offer by an Accepting Holder SHALL BE IRREVOCABLE. However, an Accepting Holder is entitled to withdraw his acceptance in the following circumstances:- if the Joint Offerors fail to comply with any of the requirements set out in Section 4.9 of this Notice by the close of trading on Bursa Securities the market day following the day on which the Offer is closed, or becomes or is declared unconditional, or revised or extended, any Accepting Holder is entitled to withdraw his acceptance immediately; or an Accepting Holder is entitled to withdraw his acceptance after 21 days from the First Closing Date unless the Offer has become or is declared unconditional as to acceptances. Notwithstanding Section 4.6 of this Notice, the SC may terminate the right of withdrawal not less than 8 days from:- the Joint Offerors complying with the requirements set out in Section 4.9 of this Notice; and the Joint Offerors confirming, if such is the case, that the Offer is still unconditional as to acceptances by way of announcement by press notice and to the SC in writing. (c) Notwithstanding the foregoing, the rights of any Holder who has already withdrawn his acceptance under Section 4.6 of this Notice shall not be prejudiced by the termination of the right of withdrawal by the SC. 6

11 4.7 Withdrawal of the Offer by the Joint Offerors The Joint Offerors may only withdraw the Offer with the prior written approval of the SC. 4.8 Method of Settlement Save for the Joint Offerors right to reduce the Offer Price as set out in Section 4.1 of this Notice and except with the consent of the SC, the Joint Offerors will settle the consideration in full in accordance with the terms of the Offer without regard to any lien, right of set-off, counter claim or other analogous rights to which the Joint Offerors may be entitled against the Accepting Holder. This, however, is without prejudice to the Joint Offerors right to make any claim against the Accepting Holder after such full settlement in respect of a breach of any of the warranties set out in Section 4.4 of this Notice. Where there are Valid Acceptance(s), the settlement for the Offer Shares to which such acceptance(s) relate will be effected via remittance in the form of cheque(s), banker s draft(s) or cashier s order(s) which will be despatched by ordinary mail to the Accepting Holders (or their designated agent(s), as they may direct) at the Accepting Holders registered Malaysian address last maintained with Bursa Malaysia Depository Sdn Bhd ( Bursa Depository ) at their own risk within 10 days from:- the date the Offer becomes or is declared wholly unconditional, if the Valid Acceptances are received during the period when the Offer is still conditional; or the date of the Valid Acceptances, if the Valid Acceptances are received during the period after the Offer is or has become or has been declared wholly unconditional. This is provided that all such acceptances are deemed by the Joint Offerors to be complete and valid in all respects in accordance with the terms and conditions set out in the Offer Document. 4.9 Announcement of Acceptances The Joint Offerors will inform the SC in writing and make an announcement by way of a press notice before 9.00 a.m. (Malaysian time) on the market day following the day on which the Offer is due to close, or becomes or is declared unconditional, or is revised or extended, of the following information:- the status of the Offer i.e., whether it is closed, becoming or being declared unconditional, revised or extended; and the total number of HLRB Shares:- (c) for which Valid Acceptances of the Offer have been received; held by the Joint Offerors as at the Posting Date; and acquired or agreed to be acquired by the Joint Offerors during the offer period but after the Posting Date, and specifying the percentage of the issued share capital of HLRB represented by these figures; In computing the acceptances of Offer Shares for announcement purposes, the Joint Offerors may include or exclude acceptances which are not in all respects in order or which are subject to verification. 7

12 4.10 Purchases in the open market Should the Joint Offerors or any of the PACs purchase or agree to purchase the Offer Shares during the offer period at a consideration that is higher than the Offer Price, the Joint Offerors shall increase the consideration for the Offer to be not less than the highest price (excluding stamp duty and commission) paid or agreed to be paid by the Joint Offerors or any of the PACs for the Offer Shares during the offer period General All communications, notices, documents and payments to be delivered or sent to the Holders (or their designated agent(s), as they may direct) will be despatched by ordinary mail to their registered Malaysian address last maintained with Bursa Depository at their own risk. Non-Resident Holders with no registered Malaysian addresses who wish to receive communications, notice and documents in relation to the Offer should ensure that they have their mailing addresses changed to a registered Malaysian address. In any event, the Offer Document shall be made available on the website of Bursa Malaysia Berhad at upon issuance. Unless the contrary is proven, delivery of the communication, notice, document or payment shall be presumed to be effected by properly addressing, prepaying and posting by ordinary mail the communication, notice, document or payment and it shall be presumed to have been effected at the time when the document would have been delivered in the ordinary course of the mail. (c) (d) The Offer and all Valid Acceptances received under the Offer will be construed under and governed by the laws of Malaysia. The courts of Malaysia will have exclusive jurisdiction in respect of any proceedings brought in relation to the Offer. The acceptance of a Holder shall not exceed his total holding of Offer Shares, failing which the Joint Offerors have the right to treat such acceptances as completely invalid. Nevertheless, the Joint Offerors also reserve the right to treat any acceptance of a Holder exceeding his total holding of Offer Shares as valid for and to the extent of his total holding of Offer Shares. The form of acceptance and transfer accompanying the Offer Document will contain the following:- (iii) provisions for the acceptance of the Offer and the transfer of the Offer Shares to the Joint Offerors or their appointed nominee(s); instructions to complete the form of acceptance and transfer; and other matters incidental to the acceptance of the Offer and the transfer of the Offer Shares to the Joint Offerors or their appointed nominee(s). No acknowledgement of the receipt of the form of acceptance and transfer will be issued. (e) All costs and expenses of or incidental to the preparation and posting of the Offer Document (other than professional fees and other costs relating to the Offer incurred by HLRB) will be borne by the Joint Offerors. 8

13 (f) (g) (h) Malaysian stamp duty and Malaysian transfer fees, if any, in connection with and/or incidental to the Valid Acceptance will also be borne by the Joint Offerors. The Holders will, however, bear all costs and expenses incidental to their acceptance of the Offer other than the aforesaid costs, expenses, stamp duty and transfer fees to be borne by the Joint Offerors. For the avoidance of doubt, the payment of any transfer fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction outside Malaysia or payment of any levy for the repatriation of capital or income tax shall not be borne by the Joint Offerors. Accidental omission to despatch the Offer Document and the form of acceptance and transfer to any Holder shall not invalidate the Offer in any way. References to the making of an announcement or the giving of notice by the Joint Offerors in this Notice shall include the following:- the release of an announcement by AmInvestment Bank, the Joint Offerors or the Joint Offerors advertising agent(s) to the press; and/or the delivery of or transmission by facsimile or or via the Listing Information Network of Bursa Securities (Bursa LINK) of an announcement to Bursa Securities. (j) An announcement made otherwise than to Bursa Securities shall be notified simultaneously to Bursa Securities, if applicable. 5. LISTING STATUS OF HLRB Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ) states that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders ( Public Spread Requirement ). Bursa Securities may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market of such shares. A listed issuer which fails to maintain the Public Spread Requirement may request for an extension of time to rectify the situation in the manner as may be prescribed by Bursa Securities. Where no extension of time is granted by Bursa Securities to rectify the Public Spread Requirement, Bursa Securities may, at its discretion, suspend trading in the securities of the listed issuer. However, the non-compliance of the Public Spread Requirement would not automatically result in the delisting of HLRB from the Official List of Bursa Securities. The suspension will only be uplifted upon full compliance with the required public shareholding spread or as may be determined by Bursa Securities. In relation to a take-over offer for the acquisition of the listed shares of a listed issuer pursuant to the Rules, upon 90% or more of the listed shares (excluding treasury shares) of the said listed issuer being held by a shareholder either individually or jointly with associates of the shareholder, an immediate announcement must be made by the listed issuer pursuant to Paragraph 9.19(48) of the Listing Requirements. Upon such immediate announcement, Bursa Securities shall, in the case where the listed issuer does not intend to maintain the listing status, suspend the trading in the listed issuer s securities immediately upon the expiry of five (5) market days from the close of the offer period. 9

14 In the event the Offer is successful, the Joint Offerors do not intend to maintain the listing status of HLRB on the Main Market of Bursa Securities. Accordingly, in the event that the Joint Offerors receive Valid Acceptances resulting in the Joint Offerors holding in aggregate 90% or more of the listed shares of HLRB (excluding treasury shares), an immediate announcement will be made by HLRB. Upon such announcement, Bursa Securities shall suspend the trading in HLRB Shares immediately upon expiry of five (5) market days from the close of the offer period. Thereafter, the Joint Offerors will procure HLRB to take the requisite steps to withdraw its listing status from the official list of Bursa Securities in accordance with Chapter 16 of the Main Market Listing Requirements of Bursa Securities. If the de-listing of HLRB is successful, HLRB Shares will no longer be traded on the Main Market of Bursa Securities. 6. COMPULSORY ACQUISITION AND RIGHT OF MINORITY SHAREHOLDERS 6.1. Compulsory acquisition Section 222(1) of the CMSA provides that where an offeror:- has made a take-over offer for all the shares or all the shares in any particular class in an offeree; and has received acceptances of not less than nine-tenths (9/10) in the nominal value of the offer shares. the offeror may, within four (4) months of the date of the take-over offer, acquire the remaining shares or remaining shares in any particular class in the offeree, by issuing a notice in the form or manner specified by the SC to such effect, to all dissenting shareholders provided that the notice:- is issued within two (2) months from the date of achieving the conditions under Sections 221(1) and 221(1) of the CMSA; and is accompanied by a copy of a statutory declaration by the offeror that the conditions for the giving of the notice are satisfied. Section 222(1A) of the CMSA provides that for the purpose of Section 222(1) of the CMSA, the acceptances shall not include shares already held at the date of the take-over offer by the offeror or persons acting in concert. In the event the Joint Offerors receive Valid Acceptances from the Holders (excluding the PACs) of not less than nine-tenths (9/10) in the nominal value of the Offer Shares (excluding the HLRB Shares already held by the PACs at the date of this Notice) on or before the Closing Date, the Joint Offerors intend to invoke the provisions of Section 222(1) of the CMSA, subject to Section 224 of the CMSA, to compulsorily acquire any outstanding Offer Shares from the Holders who have not accepted the Offer ( Dissenting Shareholders ). For the avoidance of doubt, in the event the Joint Offerors invoke the provision of Section 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Shareholders, for which acceptances have not been received, the settlement of the consideration for the remaining Offer Shares shall be fully satisfied in cash which is equivalent to the Offer Price on the same terms as set out in the Offer Document. 10

15 6.2. Right of minority shareholders Notwithstanding the above and subject to Section 224 of the CMSA, Section 223 of the CMSA provides that if the Joint Offerors receive Valid Acceptances resulting in the Joint Offerors holding not less than nine-tenths (9/10) in the value of all the shares in HLRB on or before the Closing Date, a Dissenting Shareholder may exercise his or its rights under Section 223(1) of the CMSA, by serving a notice on the Joint Offerors to require the Joint Offerors to acquire his or its Offer Shares on the same terms as set out in the Offer Document or such other terms as may be agreed between the Joint Offerors and such Dissenting Shareholder. If a Dissenting Shareholder invokes the provisions of Section 223(1) of the CMSA, the Joint Offerors shall acquire such Offer Shares in accordance with the provisions of the CMSA, subject to the provisions of Section 224 of the CMSA. In accordance with Section 224(3) of the CMSA, when a Dissenting Shareholder exercises his or its rights under Section 223(1) of the CMSA, the court may, on an application made by such Dissenting Shareholder or by the Joint Offerors, order that the terms on which the Joint Offerors shall acquire such Offer Shares shall be as the court thinks fit. Section 223(2) of the CMSA requires the Joint Offerors to give the Dissenting Shareholders a notice in the manner specified by the SC of the rights exercisable by the Dissenting Shareholders under Section 223(1) of the CMSA ( Notice to Dissenting Shareholders ), within one (1) month of the time of the Joint Offerors having acquired not less than ninetenths (9/10) in the value of all the shares in HLRB. A Notice to the Dissenting Shareholders under Section 223(2) of the CMSA may specify the period for the exercise of the rights of the Dissenting Shareholders and in any event, such period shall not be less than three (3) months after the Closing Date. 7. FINANCIAL RESOURCES OF THE JOINT OFFERORS The Joint Offerors have confirmed that the Offer would not fail due to their insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full in cash. AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial capability of the Joint Offerors and that every Holder who wishes to accept the Offer will be paid in full in cash. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 11

16 8. DISCLOSURE OF INTERESTS IN HLRB In accordance with Paragraph 9.10(3)(d) and 9.10(3)(e) of the Rules, the Joint Offerors hereby discloses that as at the date of this Notice:- the direct and indirect interests of the Joint Offerors and the PACs in HLRB are as follows:- Name Joint Offerors Direct No. of HLRB Shares % Indirect No. of HLRB Shares % Esprit 55,362, Lim Yeow Her 1,440, ,362, Lim Yeow Kian 719, ,362, Datuk Lim Yeow Siong 719, ,362, PACs Tan Lian Eng 20, Teoh Lai Kiem 74, Lim Yaw Tin Lim Yew Kwang Yoo Kong Siong 3,708, (iii) 50, Tan Sok Huang 92, Poullive Sdn Bhd 50, Notes:- (iii) Computed based on the total number of issued and paid-up shares (excluding treasury shares) of 78,023,000 HLRB Shares as at the date of this Notice. Deemed interested by virtue of his interest in Esprit pursuant to Section 6A of the Companies Act, 1965 ( Act ). Deemed interested by virtue of his interest in Poullive Sdn Bhd pursuant to Section 6A of the Act. (c) (d) the Joint Offerors and the PACs have not received any irrevocable undertaking from any Holder to accept the Offer; the Joint Offerors and the PACs have not entered into or been granted any option to acquire additional HLRB Shares; and there is no existing or proposed agreement, arrangement or understanding in relation to the HLRB Shares between the Joint Offerors or the PACs and any other parties, including the Holders. 12

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