Ayamas Cover Definitions Contents Letter To Shareholders Appendix I IV

Company No.
: 139112-H

THIS DOCUMENT IS IMPORTANT.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional
adviser immediately. If you have sold all your ordinary shares in Ayamas Food Corporation Bhd (Ayamas) (139112-H), you should at once hand this Abridged
Prospectus (AP) and the accompanying Forms to the stockbroker or agent through whom the sale was effected for transmission to the purchaser. All enquiries
concerning this Rights Issue with Warrants should be addressed to the Registrars, Dinasti Korporat (M) Sdn Bhd (263930-P), Suite 901, 9
th
Floor Tower Block, Plaza
Pekeliling, 2 Jalan Tun Razak, 50400 Kuala Lumpur.

If you are a shareholder with a registered address outside Malaysia, in which the acceptance and renounceability of all or any part of your entitlement would result in
the contravention of the laws of the country or jurisdiction in which you are a resident, in absence of any necessary consent and/or compliance with any registration or
other legal requirements or any other reasons, you are not entitled or to apply for excess shares, such purported acceptance or renunciation or application will be
deemed invalid and you will be considered not to have accepted your rights entitlement nor to have applied for excess shares. You should consult you legal adviser in
your country in which you are a resident as to whether the acceptance or renunciation would result in the contravention of any laws of such country or jurisdiction.
Ayamas and Aseambankers Malaysia Berhad (Aseambankers) shall not accept any responsibility or liability in the event that any acceptance or renunciation made by
entitled shareholders or their renouncees is or shall become illegal, unenforceable, voidable in such countries or jurisdiction.

A copy of this AP has been registered with the Securities Commission (SC) and lodged with the Registrar of Companies, who take no responsibility for the contents
of the document.

Approvals for the Rights Issue with Warrants have been obtained from the SC on 15 August 2001 and from the shareholders of Ayamas at an Extraordinary General
Meeting held on 28 June 2001. Approval-in-principle has been obtained from the Kuala Lumpur Stock Exchange (KLSE) vide its letter dated 29 October 2001 for
the Rights Issue with Warrants and to deal in and for quotation for all the new ordinary shares and warrants arising from this Rights Issue with Warrants and such new
ordinary shares and warrants will be admitted to the Official List of the KLSE and official quotation will commence after receipt of confirmation from Malaysian
Central Depository Sdn Bhd that all the Central Depository System accounts of the entitled holders have been duly credited and notices of allotment have been
despatched to the entitled holders.

Neither the KLSE nor the SC takes any responsibility for the correctness of statements made or opinions expressed herein. Admission to the Official List of the
Warrants and quotation of the said new ordinary shares and the Warrants are in no way reflective of the merits of the Rights Issue with Warrants.

All the documentation relating to this Rights Issue with Warrants has been seen and approved by the Directors of Ayamas and they collectively and individually accept
full responsibility for the accuracy of the information given and confirm that, after having made all reasonable inquiries, 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 these documents false or misleading.

Aseambankers, as the Adviser acknowledges that, based on all available information and to the best of its knowledge and belief, this Abridged Prospectus constitutes a
full and true disclosure of all material facts concerning this Rights Issue with Warrants and are satisfied that the consolidated profit estimate (for which the Directors of
Ayamas are fully responsible) prepared for inclusion in the prospectus have been stated by the directors after due and careful enquiry and have been duly reviewed by
the Reporting Accountants, Messrs. Ernst & Young.

AYAMAS FOOD CORPORATION BHD
(Company No: 139112-H)
(Incorporated in Malaysia under the Companies Act, 1965)

RIGHTS ISSUE
Of
49,750,000 New Ordinary Shares Of RM1.00 Each At An Issue Price Of RM1.00 Per
New Ordinary Share On A Renounceable Basis Together With 49,750,000 Detachable
Free New Warrants On The Basis Of One (1) New Ordinary Share Of RM1.00 Each
Together With One (1) Free New Warrant For Every Two (2) Existing Ordinary Shares
Of RM1.00 Each Held At 5.00 P.M. On 30 November 2001

ADVISER AND MANAGING UNDERWRITER

Asearoar|ers Va|ays|a 8errad (15938-|)

IMPORTANT RELEVANT DATES

Entitlement or record date

:

Friday, 30 November 2001 at 5:00 p.m.

Last day and time for sale of provisional allotment of rights

:

Monday, 24 December 2001 at 5:00 p.m.

Last day and time for acceptance and payment

:

Tuesday, 8 January 2002 at 5:00 p.m.

Last day and time for excess shares application and payment

:

Tuesday, 8 January 2002 at 5:00 p.m.

THIS ABRIDGED PROSPECTUS IS DATED 7 DECEMBER 2001

Company No.: 139112-H

THE SECURITIES COMMISSION HAS APPROVED THIS RIGHTS ISSUE
WITH WARRANTS AND THE APPROVAL SHALL NOT BE TAKEN TO
INDICATE THAT THE COMMISSION RECOMMENDS THE RIGHTS
ISSUE WITH WARRANTS.

THE SECURITIES COMMISSION SHALL NOT BE LIABLE FOR ANY
NON-DISCLOSURE ON THE PART OF THE CORPORATION AND
ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY
STATEMENT MADE OR OPINION OR REPORTS EXPRESSED IN THIS
PROSPECTUS. SHAREHOLDERS/INVESTORS SHOULD RELY ON
THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF
THE INVESTMENT.


DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Abridged
Prospectus, Notice of Provisional Allotment and Rights Subscription Form dated 7 December 2001:-

Acquisition of Land and Buildings : Acquisition of 52,740 square metres of land with a tenure of
99 years expiring on 15 March 2087 comprising the following:-
(a) No. H.S.(D) 56758 No. P.T. 60847, Mukim and District of
Klang;
(b) Pajakan Negeri No. Pendaftaran 8616 Lot No. 59560 Sek.
21, Bandar Port Swettenham, District of Klang (formerly
held under No. H.S.(D) 46165 No. P.T. 46880, Mukim and
District of Klang); and
(c) No. H.S.(D) 56759 No. P.T. 60848, Mukim and District of
Klang,
all in the State of Selangor Darul Ehsan, together with the building
structures thereon, from DSB for a purchase consideration of
RM65,000,000 of which a total cash amount of RM6,500,000 had
been paid by Ayamas to DSB and the balance of RM58,500,000 to
be satisfied by way of issuance of approximately 46,800,000 new
ordinary shares of RM1.00 each in Ayamas at an issue price of
RM1.25 per share

Aseambankers : Aseambankers Malaysia Berhad (15938-H)

Ayamas or the Company : Ayamas Food Corporation Bhd (139112-H)

Ayamas Group or the Group : Ayamas and its subsidiary companies as defined in Section 5 of
the Companies Act, 1965

Board : The Board of Directors of Ayamas

Bonus Issue : The bonus issue of 49,750,000 new ordinary shares of RM1.00
each to the existing shareholders of Ayamas on the basis of one (1)
new ordinary share for every one (1) ordinary share held on 29
August 2001 and which was completed on 13 September 2001

Bonus Shares : The 49,750,000 new ordinary shares of RM1.00 each issued
pursuant to the Bonus Issue

Entitlement Date or Books
Closure Date
: 30 November 2001 at 5:00 p.m., being the date and time at which
the Companys Register of Members and/or Record of Depositors
with MCD is closed to determine the entitlement of the
shareholders of the Company to the Rights Issue with Warrants

CDS : Central Depository System

Deed Poll : The deed poll dated 3 December 2001 relating to the Warrants to
subscribe for new ordinary shares of RM1.00 each in Ayamas

DSB : Distrepark Sdn Bhd (215627-K)

EGM : Extraordinary General Meeting

Entitled Shareholders : Shareholders whose names appear on the Register of Members
and/or Record of Depositors on the Entitlement Date

Exercises : The Bonus Issue, the Rights Issue with Warrants, the Acquisition
of Land and Buildings and the Transfer of Listing collectively


DEFINITIONS (Contd)

KFCH : KFC Holdings (Malaysia) Bhd (65787-T), the holding company of
Ayamas

"KLSE" : Kuala Lumpur Stock Exchange (30632-P)

"Market Day" : Day on which the KLSE is open for trading in securities

MCD : Malaysian Central Depository Sdn Bhd (165570-W)
NTA : Net tangible assets
New Purchaser : The person who purchases the electronic provisional allotment
letters from the open market

Price Fixing Date : A date set between the date of SCs approval and the date of the
signing of the underwriting agreement. In this case, it is the date on
27 September 2001 for determining the issue price for the Rights
Issue with Warrants

Rights Issue with Warrants : The rights issue of 49,750,000 new ordinary shares of RM1.00
each at RM1.00 per new ordinary share of RM1.00 each on a
renounceable basis together with 49,750,000 detachable free new
warrants on the basis of one (1) new ordinary share of RM1.00
each together with one (1) free new warrant for every two (2)
existing ordinary shares of RM1.00 each held at 5.00 p.m. on 30
November 2001

Rights Shares : The 49,750,000 new ordinary shares of RM1.00 each to be issued
pursuant to the Rights Issue with Warrants

ROC : Registrar of Companies

RSF : Rights Subscription Form

SC : Securities Commission

Share(s) : Ordinary share(s) of Ringgit Malaysia One (RM1.00) each in the
Company

Transfer of Listing : The transfer of listing of the Companys entire enlarged issued and
paid-up share capital from the Second Board to the Main Board of
the KLSE

Warrant(s) : The 49,750,000 detachable free new warrants to be issued pursuant
to the Rights Issue with Warrants

In this Abridged Prospectus, unless there is something in the subject or context inconsistent herewith, the
singular includes the plural; references to gender include both genders and the neuter.


CONTENTS

Page

CORPORATE INFORMATION (i) to (iii)

LETTER TO SHAREHOLDERS CONTAINING:

1. INTRODUCTION....................................................................................................................................1
1.1 Rights Issue With Warrants........................................................................................................2
1.2 Other Approved Exercises..........................................................................................................5

2. INSTRUCTIONS FOR ACCEPTANCE, PAYMENT, SALE/TRANSFER OF THE PROVISIONAL
ALLOTMENT AND EXCESS SHARES WITH FREE WARRANTS APPLICATION........................6
2.1 Closing Date For Acceptance / Application...............................................................................6
2.2 Acceptance Of Rights.................................................................................................................7
2.3 Application For Excess Shares With Free Warrants ..................................................................8
2.4 Sale / Transfer Of The Provisional Allotment Of Rights ...........................................................8
2.5 Notice Of Allotment And Certificates........................................................................................9
2.6 Laws of Foreign Jurisdictions ....................................................................................................9

3. RATIONALE FOR THE RIGHTS ISSUE WITH WARRANTS..........................................................10

4. UTILISATION OF PROCEEDS ARISING FROM THE RIGHTS ISSUE WITH WARRANTS........11

5. INVESTMENT CONSIDERATIONS ...................................................................................................12
5.1 Business Risks..........................................................................................................................12
5.2 Foreign Exchange Risks...........................................................................................................12
5.3 Competition..............................................................................................................................12
5.4 Dependence On Key Personnel / Major Shareholders..............................................................13
5.5 Political And Economic Considerations...................................................................................13
5.6 Governments Policies And Legislations .................................................................................13
5.7 Profit Estimate And Forecast....................................................................................................13
5.8 Forward-Looking Statement.....................................................................................................13

6. FINANCIAL EFFECTS.........................................................................................................................14
6.1 Share Capital ............................................................................................................................14
6.2 NTA..........................................................................................................................................14
6.3 Earnings....................................................................................................................................15
6.4 Dividends .................................................................................................................................15
6.5 Gearing.....................................................................................................................................16

7. FUTURE PROSPECTS..........................................................................................................................16
7.1 Overview And Outlook Of The Malaysian Economy ..............................................................16
7.2 Prospects Of The Ayamas Group.............................................................................................18

8. WORKING CAPITAL, BORROWINGS AND CONTINGENT LIABILITIES...................................19

9. SHAREHOLDERS UNDERTAKING AND UNDERWRITING ARRANGEMENT.........................19

10. ESTIMATED EXPENSES OF THE RIGHTS ISSUE WITH WARRANTS ........................................20

11. TERMS AND CONDITIONS................................................................................................................20

12. QUOTATION AND DEALINGS ..........................................................................................................20

13. ADDITIONAL INFORMATION...........................................................................................................20


APPENDICES

APPENDIX I EXTRACT OF THE ORDINARY RESOLUTIONS PASSED AT THE EGM HELD ON
28 JUNE 2001.................................................................................................................. 21

APPENDIX II INFORMATION ON AYAMAS FOOD CORPORATION BHD................................... 22

APPENDIX III CONSOLIDATED PROFIT ESTIMATE OF AYAMAS FOR THE FINANCIAL YEAR
ENDING 31 DECEMBER 2001 TOGETHER WITH THE PRINCIPAL BASES AND
ASSUMPTIONS AND THE REPORTING ACCOUNTANTS LETTER RELATING
THEREON .................................................................................................................... 27

APPENDIX IV PROFORMA CONSOLIDATED BALANCE SHEETS OF AYAMAS AS AT 31
DECEMBER 2000 TOGETHER WITH THE REPORTING ACCOUNTANTS
LETTER RELATING THEREON .................................................................................. 30

APPENDIX V AUDITED FINANCIAL STATEMENTS OF AYAMAS FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2000 TOGETHER WITH THE NOTES TO THE FINANCIAL
STATEMENTS AND THE AUDITORS REPORT THEREON ................................... 34

APPENDIX VI UNAUDITED FINANCIAL STATEMENTS OF AYAMAS FOR THE NINE (9)
MONTHS PERIOD ENDED 30 SEPTEMBER 2001 TOGETHER WITH THE NOTES
TO THE FINANCIAL STATEMENTS .......................................................................... 64

APPENDIX VII DIRECTORS' REPORT................................................................................................... 70

APPENDIX VIII PARTICULARS OF THE WARRANTS ........................................................................ 71

APPENDIX IX FURTHER INFORMATION........................................................................................... 87


i

(Company No. 139112-H)
(Incorporated in Malaysia under the Companies Act, 1965)

CORPORATE INFORMATION

BOARD OF DIRECTORS

Name Of Directors

Address

Nationality

Occupation

Tuan Haji Izhar bin Sulaiman
(Executive Chairman)

No. 2506, 25
th
Floor
Wisma Cosway
Jalan Raja Chulan
50250 Kuala Lumpur

Malaysian

Company Director

YBhg Datuk Haji Abdullah bin
Omar
(Executive Deputy Chairman)

12-13-4 City Gardens
Persiaran Raja Chulan
50200 Kuala Lumpur

Malaysian

Company Director

YBhg Dato Haji Karim bin
Marzuki
(Non-Independent Non-
Executive Director)

No. 6 Jalan 4/6B
40000 Shah Alam

Malaysian

Company Director

En Bahaman bin Haji Abdul
Hamid
(Independent Non-Executive
Director)

27 Kampung Jelam Durian
Tawar Mengkarak
Temerloh Pahang

Malaysian

Company Director

YB En Hilmi bin Haji Abdul
Rashid
(Independent Non-Executive
Director)

1133 Jalan Butterworth
Kepala Batas
13200 Pulau Pinang
Malaysian Company Director

AUDIT COMMITTEE

Name

Designation

Directorship

YB En Hilmi bin Haji Abdul
Rashid

Chairman

Independent Non-Executive Director

Tuan Haji Izhar bin Sulaiman

Member

Executive Chairman

En Bahaman bin Haji Abdul
Hamid

Member

Independent Non-Executive Director

COMPANY SECRETARY : Toh Chun Wah
(MIA 3145)
42 Jalan SS21/32
Damansara Utama
47400 Petaling Jaya

REGISTERED OFFICE

:

Level 17 Wisma KFC
Jalan Sultan Ismail
50250 Kuala Lumpur
Tel: 03 2026 3388
Web site : kfcholdings.com.my
E-mail : comsec@kfc.po.my


ii

SOLICITOR FOR THE RIGHTS
ISSUE WITH WARRANTS

:

Iza Ng Yeoh & Kit
Suite 13-08 13
th
Floor Plaza 138
No. 138 Jalan Ampang
50450 Kuala Lumpur

REGISTRAR

:

Dinasti Korporat (M) Sdn Bhd
Suite 901, 9
th
Floor Tower Block
Plaza Pekeliling
2 Jalan Tun Razak
50400 Kuala Lumpur
Tel: 03 4041 1673

PRINCIPAL BANKERS

:

Alliance Bank Malaysia Berhad
Menara Multi-Purpose
Capital Square
8 Jalan Munshi Abdullah
50100 Kuala Lumpur

Bumiputra-Commerce Bank Berhad
KL Main Branch
6 Jalan Tun Perak
50736 Kuala Lumpur

HSBC Bank Malaysia Berhad
KL Main Branch
2 Leboh Ampang
50100 Kuala Lumpur

Malayan Banking Berhad
KL Main Branch
Menara Maybank
100 Jalan Tun Perak
50050 Kuala Lumpur

Southern Bank Berhad
Ground Floor Wisma KFC
Jalan Sultan Ismail
50250 Kuala Lumpur

AUDITOR AND REPORTING
ACCOUNTANTS

:

Ernst & Young
Public Accountants (AF 0039)
4
th
Floor Kompleks Antarabangsa
Jalan Sultan Ismail
50250 Kuala Lumpur

ADVISER AND MANAGING
UNDERWRITER

:

Aseambankers Malaysia Berhad
33rd Floor, Menara Maybank
100, Jalan Tun Perak
50050 Kuala Lumpur


iii

UNDERWRITERS

:

Aseambankers Malaysia Berhad
33rd Floor, Menara Maybank
100, Jalan Tun Perak
50050 Kuala Lumpur

Kuala Lumpur City Securities Sdn Bhd
No. 8 Jalan Binjai
Off Jalan Ampang
50450 Kuala Lumpur

PM Securities Sdn Bhd
14
th
Floor MUI Plaza
Jalan P.Ramlee
50250 Kuala Lumpur

STOCK EXCHANGE LISTING AND
LISTING SOUGHT

:

Second Board of the Kuala Lumpur Stock Exchange


1

(Company No. : 139112-H)
(Incorporated in Malaysia under Companies Act, 1965)

Registered Office:
Level 17 Wisma KFC
Jalan Sultan Ismail
50250 Kuala Lumpur

7 December 2001

Board Of Directors:
Tuan Haji Izhar bin Sulaiman (Executive Chairman)
YBhg Datuk Haji Abdullah bin Omar (Executive Deputy Chairman)
YBhg Dato Haji Karim bin Marzuki
En Bahaman bin Haji Abdul Hamid
YB En Hilmi bin Haji Abdul Rashid

To : The Shareholders of Ayamas Food Corporation Bhd

Dear Sir/Madam,

RIGHTS ISSUE OF 49,750,000 NEW ORDINARY SHARES OF RM1.00 EACH AT AN ISSUE
PRICE OF RM1.00 PER NEW ORDINARY SHARE OF RM1.00 EACH ON A RENOUNCEABLE
BASIS TOGETHER WITH 49,750,000 DETACHABLE FREE NEW WARRANTS ON THE BASIS
OF ONE (1) NEW ORDINARY SHARE OF RM1.00 EACH TOGETHER WITH ONE (1) FREE
NEW WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM1.00 EACH
HELD AT 5.00 P.M. ON 30 NOVEMBER 2001

1. INTRODUCTION

Your Directors are pleased to inform that at the EGM convened on 28 June 2001, the shareholders
of Ayamas have approved the following proposals:-

(i) bonus issue of 49,750,000 new ordinary shares of RM1.00 each to be credited as fully
paid-up on the basis of one (1) new ordinary share of RM1.00 each for every one (1)
ordinary share of RM1.00 each held;

(ii) rights issue of 49,750,000 new ordinary shares of RM1.00 each at an issue price to be
determined later on a renounceable basis together with 49,750,000 detachable free new
warrants on the basis of one (1) new ordinary share of RM1.00 each together with one (1)
free new warrant for every two (2) existing ordinary shares of RM1.00 each held; and


2

(iii) acquisition of 52,740 square metres of land with a tenure of 99 years expiring on 15
March 2087 comprising the following:-
(a) No. H.S.(D) 56758 No. P.T. 60847, Mukim and District of Klang;
(b) Pajakan Negeri No. Pendaftaran 8616 Lot No. 59560 Sek. 21, Bandar Port
Swettenham, District of Klang (formerly held under No. H.S.(D) 46165 No. P.T.
46880, Mukim and District of Klang); and
(c) No. H.S.(D) 56759 No. P.T. 60848, Mukim and District of Klang,
all in the State of Selangor Darul Ehsan, together with the building structures thereon,
from DSB for a purchase consideration of RM65,000,000 of which a total cash amount of
RM6,500,000 had been paid by Ayamas to DSB and the balance of RM58,500,000 to be
satisfied by way of issuance of approximately 44,656,489 new ordinary shares of
RM1.00 each in Ayamas based on an indicative issue price of RM1.31 per share.

The land is improved with a 2-storey warehouse (No. P.T. 60847), a 1-storey warehouse
(Lot No. 59560) and a 4-storey office building (No. P.T. 60848).

A certified true extract of the ordinary resolution approving the Rights Issue with Warrants at the
above said EGM is attached in Appendix I of this Abridged Prospectus.

1.1 Rights Issue With Warrants

The Rights Issue with Warrants will entail the issuance of 49,750,000 new ordinary
shares of RM1.00 each in Ayamas at an issue price of RM1.00 per share together with
49,750,000 detachable free new warrants on the basis of one (1) new ordinary share with
one (1) free new warrant for every two (2) existing ordinary shares held in Ayamas. The
Rights Issue with Warrants will be offered on a renounceable basis to shareholders of
Ayamas whose names appear on the Register of Members and/or Record of Depositors at
5.00 p.m. on 30 November 2001.

The SC has vide its letter dated 15 August 2001 approved the Rights Issue with Warrants.

Approval from the FIC for the Rights Issue with Warrants was obtained on 19 July 2001
subject to the condition that MITIs approval is obtained.

The MITI has vide its letter dated 14 September 2001 approved the Rights Issue with
Warrants. Its approval is subject to the conditions that FICs and SCs approvals are
obtained.

Approval in-principle has been obtained from the KLSE vide its letter dated 29 October
2001 for admission of the Warrants to the Official List and listing of and quotation for all
the new ordinary shares and warrants arising from this Rights Issue with Warrants and
listing of and quotation for new ordinary shares to be issued pursuant to the exercise of
Warrants. Such securities will be admitted to the Official List of the KLSE and official
quotation will commence after receipt of confirmation from MCD that all securities
accounts of successful applicants have been despatched to all successful applications.

On behalf of Ayamas, Aseambankers, had on 27 September 2001 announced that the
rights issue price has been determined at RM1.00 per new ordinary share with one free
new warrant based on a discount of 25 sen or 20% from the theoretical ex-all price of
RM1.25 after taking into account the weighted average market price of Ayamas shares
for the five (5) Market Days ended 26 September 2001 being one (1) market day prior to
the Price Fixing Date of RM1.38 per share.


3

For the period commencing from the date of allotment and issue of Rights Shares with
Warrants (Issue Date) and ending at the close of business at 5.00 p.m. on the day
immediately preceding the third (3
rd
) anniversary of the Issue Date (First Expiry Date),
the exercise price of the Warrants is RM1.13 per share. The exercise price of the
Warrants of RM1.13 is determined based on a discount of 12 sen or 9.6% from the
theoretical ex-all price of RM1.25 after taking into account the five (5) days weighted
average market price of Ayamas ended 26 September 2001 being one (1) market day
prior to the Price Fixing Date of RM1.38 per share.

For the period commencing from the date immediately following the First Expiry Date
and ending at the close of business at 5.00 p.m. on the last day of the exercise period, the
exercise price of the Warrants is RM1.19 per share, which is determined based on a
discount of 6 sen or 4.8% from the theoretical ex-all price of RM1.25 after taking into
account the five (5) days weighted average market price of Ayamas ended 26 September
2001 being one (1) market day prior to the Price Fixing Date of RM1.38 per share.

The 49,750,000 new ordinary shares of RM1.00 each to be issued pursuant to the Rights
Issue with Warrants shall, upon allotment and issue, rank pari passu in all respects with
the then existing ordinary shares of Ayamas, except that they shall not be entitled to any
dividends, that may be declared prior to the date of allotment and issue of the new
ordinary shares, nor shall they be entitled to any rights, allotments, distributions or such
entitlements for which the record date is prior to the date of allotment and issue of the
new ordinary shares. For the purpose hereof, record date means the date as at the close of
business on which a person must be entered in the Record Of Depositors of the Company
as a shareholder in order to participate in any dividends, rights, allotments or any other
distributions.

The attached Warrants shall be issued to each of the Entitled Shareholders of Ayamas at
no additional cost and will be based on the Entitled Shareholders entitlements to the
rights issue of new ordinary shares and on the acceptance of their respective rights
entitlements.

All the 49,750,000 new ordinary shares of RM1.00 each in Ayamas to be issued upon
exercise of the Warrants shall, upon allotment and issue, rank pari passu in all respects
with the then existing ordinary shares of the Company, except that they shall not be
entitled to any dividends, that may be declared prior to the date of allotment and issue of
the new ordinary shares, nor shall they be entitled to any rights, allotments, distributions
or such entitlements for which the record date is prior to the date of allotment and issue
of the new ordinary shares. For the purpose hereof, record date means the date as at the
close of business on which a person must be entered in the Record Of Depositors of the
Company as a shareholder in order to participate in any dividends, rights, allotments or
any other distributions.

The principal terms of the Warrants as extracted from the Deed Poll are set out below:-

Issuer : Ayamas

Form and
Denomination
: The Warrants, which are issued with the Rights Shares
are immediately detached upon issue and will be
separately traded. The Warrants will be issued in
registered form and constituted by the Deed Poll
executed by the Company on 3 December 2001.


4

Number of Warrants : A total of 49,750,000 Warrants to be issued in
conjunction with the Proposed Rights Issue with
Warrants of 49,750,000 new ordinary shares of
RM1.00 each to the entitled shareholders of Ayamas on
a renounceable basis, on the basis of one (1) Warrant
attached to each new ordinary shares to be issued.

Exercise Price

: The exercise price payable in respect of each new
ordinary share of RM1.00 each in Ayamas to which a
Warrant holder will be entitled to subscribe upon
exercise of the Exercise Rights (as defined below) or
such adjusted price as in accordance with the terms and
conditions to be set out in the Deed Poll is as follows:-

(a) for the period commencing from the Issue Date
and ending at the close of business at 5.00 p.m. on
First Expiry Date (both dates inclusive), RM1.13;
and

(b) for the period commencing from the date
immediately following the First Expiry Date and
ending at the close of business at 5.00 p.m. on the
last day of the Exercise Period (as defined below)
(both dates inclusive), RM1.19.

Exercise Period

: The Warrants may be exercised at any time within a
period of five (5) years (or such extended period as
may be effected in accordance with the provisions to be
set out in the Deed Poll) including and commencing
from the Issue Date. The Warrants not exercised
during the Exercise Period will thereafter lapse and
become void.

Exercise Rights

: Each Warrant entitles the registered holder during the
Exercise Period to subscribe for one (1) new ordinary
share of RM1.00 each in the share capital of the
Company at the Exercise Price.

Deed Poll : The Warrants will be constituted by a Deed Poll to be
executed by Ayamas.

Board Lot

: For purpose of trading on the KLSE, a board lot of
Warrants will be 1,000 Warrants carrying the right to
subscribe for 1,000 new ordinary shares of RM1.00
each.


5

Status of New Ordinary
Shares to be Issued
Pursuant to the Exercise
of Warrants
: All the new ordinary shares of RM1.00 each in
Ayamas to be issued upon exercise of the Warrants
shall, on allotment and issue, rank pari passu in all
respects with the then existing ordinary shares of the
Company except that they shall not be entitled to any
dividends, that may be declared prior to the date of
allotment and issue of the new Ayamas ordinary
shares, nor shall they be entitled to any distributions or
such entitlements for which the record date is prior to
the allotment and issue of the new ordinary shares.

Listing : Application will be made for the admission to the
Official List of the KLSE for the listing of and
quotation for the Warrants and the new ordinary shares
to be issued arising from the exercise of the Warrants.

In accordance with the terms of the Rights Issue with Warrants as approved by the SC
and the shareholders of the Company, Ayamas has provisionally allotted 49,750,000 new
ordinary shares of RM1.00 each together with 49,750,000 free new warrants for
subscription by shareholders whose names appear on Ayamass Record of Depositors at
5.00 p.m. on 30 November 2001 in the proportion of one (1) new ordinary share together
with one (1) free new warrant for every two (2) existing ordinary shares of RM1.00 each
held.

As your name appeared in the Record Of Depositors of the Company as a shareholder on
the Book Closure Date, you will find enclosed with this Abridged Prospectus, the Notice
of Provisional Allotment in respect of the number of new ordinary shares with free
warrants for which you are entitled to subscribe under the terms of this Abriged
Prospectus and RSF.

1.2 Other Approved Exercises

The SC, FIC and MITI have vide their letters dated 15 August 2001, 19 July 2001 and 14
September 2001 respectively, approved the acquisition of 52,740 square metres of land
together with the building structures situated in Mukim and District of Klang, State of
Selangor Darul Ehsan for a purchase consideration of RM65,000,000.

The SC has also vide its letter dated 15 August 2001 approved the transfer of listing of
the Companys entire enlarged issued and paid-up share capital from the Second Board to
the Main Board of the KLSE.


6

2. INSTRUCTIONS FOR ACCEPTANCE, PAYMENT, SALE/TRANSFER OF THE
PROVISIONAL ALLOTMENT AND EXCESS SHARES WITH FREE WARRANTS
APPLICATION

2.1 Closing Date For Acceptance / Application

The RSF, together with the Notes and Instructions thereon issued pursuant to the Rights
Issue with Warrants is deemed to form part of this Abridged Prospectus.

The RSF is valid for acceptance until 5.00 p.m. on 8 January 2002, or such later time and
day as may be decided and announced by the Board of Directors of the Company.

If acceptance and payment(s) in the manner specified herein are not received by the
Registrar, Dinasti Korporat (M) Sdn Bhd, Suite 901, 9
th
Floor Tower Block, Plaza
Pekeliling, 2 Jalan Tun Razak, 50400 Kuala Lumpur, by 5.00 p.m. on 8 January 2002 (or
such later time and day as may be announced) for any part of the new ordinary shares
provisionally allotted to you, such provisional allotment will be deemed to have been
declined and will be cancelled. The Board will then have the right to allot the new
ordinary shares not taken up in such manner as they deem fit in the interest of the
Company.

FULL INSTRUCTIONS FOR THE ACCEPTANCE AND PAYMENT FOR THE NEW
ORDINARY SHARES PROVISIONALLY ALLOTTED TO YOU AND THE
PROCEDURES TO BE FOLLOWED SHOULD YOU WISH TO DISPOSE OF YOUR
RIGHTS TO ALL OR ANY OF THE NEW ORDINARY SHARES ARE SET OUT IN
THE NOTICE OF PROVISIONAL ALLOTMENT. YOU ARE ADVISED TO READ
THE RSF AND THE INSTRUCTIONS THEREIN CAREFULLY.

ACCEPTANCE WHICH DO NOT STRICTLY CONFORM TO THE TERMS OF THIS
PROSPECTUS OR RSF OR NOTES AND INSTRUCTIONS PRINTED THEREIN OR
WHICH ARE ILLEGIBLE MAY NOT BE ACCEPTED AT THE ABSOLUTE
DISCRETION OF THE COMPANY.

The Notice of Provisional Allotment, RSF, together with this Abridged Prospectus will
be sent by the Registrars, Dinasti Korporat (M) Sdn Bhd, Suite 901, 9
th
Floor Tower
Block, Plaza Pekeliling, 2 Jalan Tun Razak, 50400 Kuala Lumpur, by ordinary post to the
Entitled Shareholders who have, prior to the close of business at 5.00 p.m. on 30
November 2001, registered addresses in Malaysia at the Entitled Shareholders own risk.

Entitled Shareholders without registered addresses in Malaysia as at the aforementioned
date may collect the Notice of Provisional Allotment, RSF, together with the Abridged
Prospectus from the Dinasti Korporat (M) Sdn Bhd, Suite 901, 9
th
Floor Tower Block,
Plaza Pekeliling, 2 Jalan Tun Razak, 50400 Kuala Lumpur, in which event, the Registrar
shall be entitled to request for such evidence as they deem necessary to satisfy themselves
as to the identity and authority of the person collecting the documents. Such collection
may be done during normal business hours from Monday to Friday (except public
holidays) from the date hereof till 8 January 2002. The Entitled Shareholders or their
renouncees who require another copy of the RSF may obtain additional copies from their
stockbrokers or from the KLSE website (http://www.klse.com.my)


7

2.2 Acceptance Of Rights

If you wish to accept the new ordinary shares provisionally allotted to you, please
complete Part I and Part III of the RSF and return the RSF, together with the appropriate
remittance made in Ringgit Malaysia by Bankers Draft/Cashiers Order/Money Order or
Postal Order drawn on a Bank or Post Office in Malaysia and made payable to
AYAMAS RIGHTS ISSUE ACCOUNT and crossed ACCOUNT PAYEE ONLY
and endorsed on the reverse side with your name and address in block letters, for the full
amount payable for the new ordinary shares accepted, to be received by the Registrar,
Dinasti Korporat (M) Sdn Bhd, Suite 901, 9
th
Floor Tower Block, Plaza Pekeliling, 2
Jalan Tun Razak, 50400 Kuala Lumpur, at or before 5.00 p.m. on 8 January 2002 (or
such later time and day as may be announced). Any excess or insufficient payment may
be rejected at the absolute discretion of the Directors. Personal cheques or any other
modes of payment not mentioned above will be rejected.

The remittance must be made for the exact amount payable for the new ordinary shares
accepted (rounded up to the nearest sen). No acknowledgement of the receipt of the RSF
or application monies will be made by the Company or the Registrar but a Notice of
Allotment will be despatched to the Entitled Shareholders and/or their renouncees by
ordinary post to the addresses stated in the MCDs record at your own risk within fifteen
(15) market days from the last date for acceptance and payment for the Rights Shares and
Warrants.

The Board reserve the right to allot the unsubscribed securities applied for under the
excess shares in such manner that the incident of odd lots would be minimised and as
they may deem fit and expedient in the interest of the Company. In determining the
respective shareholders entitlements to the Rights Issue with Warrants, fractional
entitlements of a Rights Share will be disregarded. Any Rights Shares representing
fractional entitlements shall be dealt with in such manner as the Directors of Ayamas in
their absolute discretion and conditions as they may decide.

ENTITLED SHAREHOLDERS AND THEIR RENOUNCEES SHOULD NOTE
THAT ALL RSF AND REMITTANCES SO LODGED WITH THE SHARE
REGISTRAR SHALL BE IRREVOCABLE AND SHALL NOT BE
WITHDRAWN.

WHERE APPLICATION IS NOT ACCEPTED, THE FULL AMOUNT PAID ON
APPLICATION WILL BE REFUNDED WITHOUT INTEREST AND SHALL BE
DESPATCHED TO THE APPLICANT WITHIN FIFTEEN (15) MARKET DAYS
FROM THE LAST DATE OF ACCEPTANCE AND PAYMENT OF RIGHTS
SHARES BY REGISTERED POST TO THE APPLICANT AT THE ADDRESS
STATED IN THE MCDS RECORD AT THE APPLICANTS OWN RISK.
WHERE AN APPLICATION IS ACCEPTED IN PART ONLY, THE SURPLUS
OF THE APPLICATION MONIES WILL BE REFUNDED WITHOUT
INTEREST AND SHALL BE DESPATCHED TO THE APPLICANT BY
REGISTERED POST TO THE ADDRESS STATED IN THE MCDS RECORD
AT THE APPLICANTS OWN RISK WITHIN FIFTEEN (15) MARKET DAYS
FROM THE LAST DATE OF ACCEPTANCE AND PAYMENT.

APPLICATION SHALL NOT BE DEEMED TO HAVE BEEN ACCEPTED BY
REASON OF REMITTANCE BEING PRESENTED FOR PAYMENT.


8

THE LAST AND DAY FOR ACCEPTANCE AND PAYMENT FOR THE RIGHTS
ISSUE WITH WARRANTS IS 5.00 P.M. ON 8 JANUARY 2002 OR SUCH LATER
TIME AND DAY AS THE DIRECTORS OF AYAMAS IN THEIR ABSOLUTE
DISCRETION MAY DECIDE. WHERE THE CLOSING DATE FOR
ACCEPTANCE AND PAYMENT IS EXTENDED FROM THE ORIGINAL
CLOSING DATE, THE NOTICE OF SUCH EXTENSION(S) WILL BE MADE
NOT LESS THAN TWO (2) MARKET DAYS BEFORE THE ORIGINAL
CLOSING DATE.

2.3 Application For Excess Shares With Free Warrants

If you wish to apply for the new ordinary shares in addition to those provisionally allotted
to you, please complete Part II of the RSF (in addition to Parts I and III) and forward this
RSF, with a separate remittance made in Ringgit Malaysia by Bankers Draft/Money
Order Postal Order drawn on a Bank or Post Office in Malaysia and made payable to
AYAMAS EXCESS SHARES APPLICATION ACCOUNT and crossed
ACCOUNT PAYEE ONLY and endorsed on the reverse side with your name and
address in block letters, for the full amount payable for the excess shares with free
warrants applied for, to be received by the Registrar, Dinasti Korporat (M) Sdn Bhd,
Suite 901, 9
th
Floor Tower Block, Plaza Pekeliling, 2 Jalan Tun Razak, 50400 Kuala
Lumpur, at or before 5.00 p.m. on 8 January 2002 (or such later time and day as may be
announced).

No acknowledgement will be issued but Notices of Allotment will be despatched to the
successful applicants by ordinary post to the addresses stated in the MCDs record at their
own risk within fifteen (15) market days from the last date of acceptance and payment of
the excess shares.

If no excess shares are allotted to you, the amount paid on application therefore will be
returned in full without interest by registered post to the address shown in the MCD
record at your own risk within fifteen (15) market days from the last date of acceptance
and payment of the excess shares. Where an application is accepted in part only, the
surplus of the application monies will be refunded without interest and shall be
despatched to the applicant by registered post to the address stated in the MCDs record
at the applicants own risk within fifteen (15) market days from the last date for
application and payment for the excess shares.

The Board reserves the right to accept any application or accept any application in part
only, without assigning any reason thereof.

2.4 Sale / Transfer Of The Provisional Allotment Of Rights

If you wish to sell all or part of your provisional allotment of rights or sell all your
provisional allotment of rights to more than one person, you may do so through your
stockbroker for the period up to the last day for trading of the provisional allotment of
rights. You may immediately sell or transfer your provisional allotment of rights (in
accordance with the rules of the MCD) in full or in part without first having to request the
Company for a splitting of your provisional allotment of rights.

In selling all or part of your provisional allotment of rights, you need not deliver any
document, including the RSF, to the stockbroker. However, you must ensure that you
have sufficient provisional allotment of the new ordinary shares standing to the credit of
your CDS account that are available for settlement of the sale.


9

The New Purchaser(s) can collect a copy of the Abridged Prospectus and RSF for the
acceptance of his/her/their rights from his/her/their stockbrokers, the Registrars office or
the Registered Office of the Company. The Abridged Prospectus and RSF are also
available on the KLSE website (http://www.klse.com.my).

If you have sold only part of the provisional allotment of the new ordinary shares, you
may still accept the balance of your provisional allotment of the new ordinary shares by
completing Parts I and III of the RSF.

Entitled Shareholders should note that all RSF and remittances so lodged with the
Registrars will be irrevocable and cannot subsequently be withdrawn.

THE LATEST TIME AND DATE FOR ACCEPTANCE AND PAYMENT FOR
THE NEW ORDINARY SHARES WITH FREE WARRANTS UNDER THE
RIGHTS ISSUE WITH WARRANTS WILL BE 5.00 P.M. ON 8 JANUARY 2002.

2.5 CDS Accounts And Notice Of Allotment

The KLSE has already prescribed the securities of Ayamas listed on the Second Board of
the KLSE to be deposited with MCD. Accordingly, the new ordinary shares and new
warrants arising from the Rights Issue with Warrants are prescribed securities and as
such, all dealings of the said Rights Shares and Warrants will be subject to the Securities
Industry (Central Depositories) Act, 1991 and the rules of MCD, including any
amendments or reenactments thereof.

All Rights Shares and Warrants shall be credited into your CDS account. No physical
certificate will be issued to you in respect of the Rights Shares with Warrants. However,
a notice of allotment of the Rights Shares with Warrants will be despatched to you at the
address stated in the MCDs record by ordinary post within fifteen (15) market days from
the final application closing date.

2.6 Laws Of Foreign Jurisdictions

This Abridged Prospectus, the Notice of Provisional Allotment and RSF are not (and will
not be) intended to be issued to comply with the laws of any foreign jurisdictions, and
have not been (and will not be) lodged, registered or approved pursuant to or under any
legislation of (or with or by any regulatory authorities or other relevant bodies of) any
foreign jurisdictions, and the Rights Issue with Warrants will not be made or offered in
any foreign jurisdictions.

An Entitled Shareholder or New Purchaser may only accept or sell/transfer all or any part
of their entitlements and exercise any other rights in respect of the Rights Issue with
Warrants to the extent that it would be lawful to do so, and Aseambankers, other experts
and Ayamas and its Directors and officers would not, in connection with the Rights Issue
with Warrants, be in breach of the laws of any jurisdictions to which that entitled
shareholder or New Purchaser is or might be subject to. The Entitled Shareholders and
New Purchaser(s) (if any), shall be solely responsible to seek advice as to the laws of
jurisdictions to which they are or might be subject to. Aseambankers, other experts and
Ayamas and its Directors and officers shall not accept any responsibility or liability in the
event that any acceptance or sale/transfer made or Rights Shares and Warrants applied by
any Entitled Shareholder or New Purchaser(s), is or shall become unlawful,
unenforceable, voidable or void in any such jurisdictions.


10

By signing any of the forms accompanying this Abridged Prospectus and RSF, the
Entitled Shareholder or the New Purchaser (if any) is deemed to have represented,
acknowledged and declared in favour of (and which representations, acknowledgements
and declarations will be relied upon by) Aseambankers, other experts and Ayamas and its
Board and officers that:-

(i) The Company would not, by acting on the acceptance or sale/transfer in
connection with the Rights Issue with Warrants, be in breach of the laws of any
jurisdiction to which that Entitled Shareholder or New Purchaser (if any) is or
might be subject to;

(ii) The Entitled Shareholder or New Purchaser (if any) has complied with the laws
to which the Entitled Shareholder or New Purchaser (if any) is or might be
subject to in connection with the acceptance or sale/transfer of the Rights Issue
with Warrants;

(iii) The Entitled Shareholder or New Purchaser (if any) is not a nominee or agent of
a person in respect of whom the Company would, by acting on the acceptance or
sale/transfer, be in breach of the laws of any jurisdiction to which that person is
or might be subject to;

(iv) The Entitled Shareholder or New Purchaser (if any) is aware that the Rights
Shares with Warrants can only be transferred, sold or otherwise disposed of, or
charged, hypothecated or pledged in accordance with all applicable laws;

(v) The Entitled Shareholder or New Purchaser (if any) has received a copy of this
Abridged Prospectus and has had access to such financial and other information
and has been afforded the opportunity to ask such questions of the
representatives of the Company and receive answers thereto as the entitled
shareholder or New Purchaser (if any) deems necessary in connection with
his/her decision to subscribe for or purchase the Rights Shares with Warrants;
and

(vi) The Entitled Shareholder or New Purchaser (if any) has sufficient knowledge
and experience in financial and business matters to be capable of evaluating the
merits and risks of subscribing or purchasing the Rights Shares with Warrants
and is and will be able, and is prepared to bear the economic and financial risks
of investing in and holding the Rights Shares with Warrants.

3. RATIONALE FOR THE RIGHTS ISSUE WITH WARRANTS

The rationale for the Rights Issue with Warrants is as follows:-

(i) to expand Ayamas business activities to improve its productive capacity and to enhance
its profitability;

(ii) to further increase Ayamas capital to a level reflective of the scale of its present and
future activities; and


11

(iii) to provide the shareholders of Ayamas an opportunity to further increase their equity
participation in the Company.

The detachable free Warrants are issued as a sweetener for the Rights Shares and to partly raise
future additional working capital for Ayamas Group via potential exercise of Warrants into shares.

4. UTILISATION OF PROCEEDS ARISING FROM THE RIGHTS ISSUE WITH
WARRANTS

Details of the proposed utilisations of the proceeds arising from the Rights Issue with Warrants are
as follows:-

Amount
(RM)
Investments in subsidiary companies to be identified by
Ayamas
25,000,000
Additional working capital mainly for on-going and future
development of the Group
23,250,000
Estimated expenses 1,500,000
Total 49,750,000

Notes:-
(i) SCs approval is required for any variation to the abovementioned utilisation of proceeds
other than for the core business of Ayamas;

(ii) Shareholders of Ayamas approval is required for the abovementioned utilisation of
proceeds and for any variation of 25% or more of the original utilisation of proceeds. In
the event the variation is less than 25%, appropriate disclosure should be made to the
shareholders of Ayamas;

(iii) Any extension of time from the period determined by Ayamas for the utilisation of
proceeds must be approved via a clear resolution by the Board of Directors of Ayamas
and fully disclosed to the KLSE; and

(iv) An appropriate disclosure of the status of utilisation of proceeds is required in the
Quaterly Report and Annual Report of Ayamas until the proceeds are fully utilised.

The net proceeds of the Rights Issue with Warrants after deducting the estimated expenses of
RM1,500,000 are RM48,250,000. Ayamas has proposed to utilise RM25,000,000 for investment
in subsidiary companies for the purpose of expansion of the Groups core business activities. The
Group plans to enhance the image of existing Ayamas outlets, upgrade its processing plant
facilities and expand the network of Rasa Gourmet restaurants, Seattles Best Coffee and Sabang
Restaurants. The Company also intends to utilise RM23,250,000 of the proceeds for the working
capital purposes of Ayamas to support its on-going and future development of the Group.

The total proceeds raised from the Rights Issue with Warrants is expected to be fully utilised
within 24 months.


12

5. INVESTMENT CONSIDERATIONS

Notwithstanding the prospects of the industry and the Ayamas Group as described in Section 7
below, the Rights Issue with Warrants and the business activities of the Ayamas Group are
exposed to certain risks. Among the factors (which may not be exhaustive) that may have an
impact on the shareholders of the Company and the Ayamas Group are as follows:-

5.1 Business Risks

The business activities of the Ayamas Group consists of investment holding, poultry
processing, further processing, operations of convenience food stores and restaurant
chain. Hence, the Group is subject to the risks inherent in the livestock and food industry.
These include supply of labour and raw materials, changes in costs of labour and raw
materials, changes in general economic, business and credit conditions, changes in
government policies and regulations. These business risks are prevalent for all economic
entities and any changes to these factors will definitely have implications to the Groups
business operations.

Ayamas Group has recently expanded its restaurant chain business and ventured into the
operation of gourmet coffee outlets. Whilst Ayamas will continue to implement effective
measures such as ensuring good quality products and services and developing innovative
marketing strategies, these investments are still subject to inherent risks of new
businesses especially in its gestation period. One of the risks includes facing competition
from players which products already have market acceptance such as Coffee Bean & Tea
Leaf, Starbucks Coffee and Gloria Jeans Coffee. However, the Directors of Ayamas
believe that Ayamas being an established company with proactive management is
positioned to manage such risks in the ever-changing business environment.

5.2 Foreign Exchange Risks

Ayamas exposure to overseas markets through imports and exports subjects the
Company to foreign exchange fluctuations. Ayamas minimizes its foreign exchange risk
by denominating its exports in foreign currency mainly Singapore Dollar which provides
a hedge against its imports in other foreign currencies. Any change in the government
policies in respect of the current peg of RM3.80/US Dollar may impact the Ayamas
Group.

5.3 Competition

The Group faces competition from various competitors which include other private and
public listed companies. Players in the industry compete on the basis of product quality,
pricing, range of products, marketing strength and financial backing. The Group is one of
the key players in the poultry processing industry and the Ayamas brand is one of the
leading local brand. Despite such competitive advantage which Ayamas Group has in the
poultry processing industry, no assurance can be given that the Group will be able to
maintain its favourable position in the market or its competitive advantage in the future.


13

5.4 Dependence On Key Personnel / Major Shareholder

The Group believes that its continued success will depend to a significant extent upon the
abilities and continued efforts of its existing Directors and senior management. To a
certain extent, the loss of key Directors and key members of the senior management may
have an adverse effect on the smooth running of the Groups operations especially in the
short term when they leave. However, the continuous training and development program
for supporting employees in all key functions of the Groups operation will help to
mitigate this problem. In addition, the Groups future success will also depend upon the
ability to attract and retain skilled personnel within the Group.

KFCH, a major shareholder of Ayamas and the KFCH group of companies involved in
the upstream poultry businesses and restaurant businesses, are key suppliers and
customers of the Group. However, Ayamas may still source its supplies from third parties
if need arises. The Group has also expanded its customer base including exports and
invested heavily in the latest technology to raise the barriers of entry.

5.5 Political And Economic Considerations

Adverse developments in political and economic conditions in Malaysia and/or export
markets of the Group which are principally the Asian countries could materially and
adversely affect the financial prospects of the Group. Other political and economic
uncertainties include risks of wars, expropriations, nationalisation, renegotiation or
nullification of existing contracts, changes in exchange rates, method of taxation and
currency exchange controls.

5.6 Governments Policies And Legislations

The financial performance of the Group is subject to changes in the Governments
policies and legislations such as imposition of control prices, changes in interest rates,
methods of taxation or introduction of new regulations. No assurance can be given that
these factors will not have a material adverse effect on the Groups business.

5.7 Profit Estimate

This Abriged Prospectus contains an estimate of the profitability for the Group for the
financial year ending 31 December 2001 based on certain stated assumptions that are
subject to uncertainties, therefore, there can be no assurance that the forecast results
contained herein will be realised. Actual results may be materially different from those
shown. Shareholders will be deemed to have read and understood the descriptions of the
assumptions and uncertainties underlying the estimate contained herein.

5.8 Forward-Looking Statements

Other than statements of historical facts, such as the audited financial statements as at 31
December 2000, this Abriged Prospectus contains forward-looking statements such as the
outlook of the Group. Although the Group believes that the expectations reflected in such
future statements are reasonable at this time, there can be no assurance that such
expectations will be realised. Any differences in the expectations of the Group from its
actual performance may result in the Groups financial and business performance and
plans to be materially different from those anticipated.


14

6. FINANCIAL EFFECTS

The financial effects of the Rights Issue with Warrants on the share capital, net tangible assets,
earnings, dividends and gearings of Ayamas and the Group are as follows:

6.1 Share Capital

The issued and paid-up share capital of Ayamas will be increased pursuant to the
Exercises as follows:-

No. Of Ordinary
Shares Of
RM1.00 Each
Existing as at 26 November 2001 99,500,000
To be issued pursuant to:-
Rights Issue with Warrants 49,750,000
Acquisition of Land and Buildings 46,800,000
(1)
196,050,000
Upon full exercise of the Warrants 49,750,000
Enlarged share capital after the Exercises 245,800,000

Note:-
(1) Based on the issue price of RM1.25 per share. The issue price was based on the
theoretical ex-all price of Ayamas shares of RM1.25 based on the five (5) days weighted
average market price ended 26 September 2001 of RM1.38 per share.

6.2 NTA

The proforma effects of the Exercises on the consolidated NTA and NTA per share of
Ayamas Group based on the audited financial statements as at 31 December 2000 are as
follows:-

(I)

Audited
as at
31/12/2000

RM000
(II)

After (I)
and the
Bonus
Issue

RM000
(III)

After (II)
and the
Rights Issue
with
Warrants

RM000
(IV)

After (III)
and the
Acquisition
of Land and
Buildings

RM000
(V)

After (IV)
and full
exercise of
Warrants

RM000
Share capital 49,750 99,500 149,250 196,050 245,800
Share premium - - -

10,200
(1)
16,668
(2)
Retained profits 65,098 15,348 15,348 15,348 15,348
Reserve on
consolidation
1,599 1,599 1,599 1,599 1,599
Shareholders
fund
116,447 116,447 166,197 223,197 279,415
Less : Deferred
expenditure
(678) (678) (678) (678) (678)
NTA 115,769 115,769 165.519 222,519 278,737
NTA per share 2.33 1.16 1.11 1.14 1.13


15

Notes :-
(1) Based on the issue price of RM1.25 which is the theoretical ex-all price of Ayamas shares
based on the five (5) days weighted average market price ended 26 September 2001 of
RM1.38 per share and after deducting estimated expenses of approximately RM1,500,000.

(2) Based on the exercise price of Warrants of RM1.13 per new ordinary share or 9.6%
discount from the theoretical ex-all price of RM1.25 per share based on the five (5) days
weighted average market price ended 26 September 2001 of RM1.38 per share.

Please refer to Appendix IV for further details.

6.3 Earnings

The Proposals are expected to contribute positively to the future earnings of the new
Ayamas Group. On the assumption that the Proposals will be completed on 31 December
2001, the proforma Earnings Per Share (EPS) is expected to be diluted due to the
increase in the issued and paid-up share capital as follows:-

(I)

Financial
year ending
31/12/2001
(II)

After (I) and
the Rights
Issue with
Warrants
(III)

After (II) and
the Acquisition
of Land and
Buildings
Estimated profit after taxation (RM000) 16,712 16,712 16,712
No. of shares in issue (000)
Weighted average share capital 99,500 99,500 99,500
Enlarged share capital 99,500 149,250 196,050

Net earnings per share (sen)
Based on weighted average share
capital
16.8 16.8 16.8
Based on enlarged share capital 16.8 11.2 8.5

* On the assumption that none of the Warrants will be exercised.

Please refer to Appendix III for further details.

6.4 Dividends

For the financial year ended 31 December 2000, the Company has declared a first and
final tax-exempt dividend of 10% amounting to RM4,975,000.

Barring any unforeseen circumstances, for the financial year ending 31 December 2001,
the Board of Directors of Ayamas expects that the Company will be able to declare the
same quantum of dividend paid in the previous financial year.


16

6.5 Gearing

Based on the consolidated balance sheet as at 31 December 2000 the gearing of the
Group before and after the Exercises is as follows:-

(I)

Financial
year ended
31/12/2000

RM000
(II)

After (I)
and the
Bonus
Issue

RM000
(III)

After (II) and
the Rights
Issue with
Warrants

RM000
(IV)

After (III) and
the Acquisition
of Land and
Buildings

RM000

Term loans and bank
borrowings 15,564 15,564 15,564 15,564

Shareholders funds* 116,447 116,447 166,197 223,197

Gearing ratio (times) 0.13 0.13 0.09 0.07

* On the assumption that none of the warrants will be exercised.

7. FUTURE PROSPECTS

7.1 Overview And Outlook Of The Malaysian Economy

The Malaysian economy registered a real GDP growth of 0.5% in the second quarter of
2001 (3.1% in the first quarter). The manufacturing sector, notably the electronics
industry, was adversely affected by the downturn in the global electronics cycle, which
was more pronounced than anticipated. Growth in all the other sectors remained in the
positive territory. The effects of the Governments expansionary fiscal and monetary
policies have begun to filter through the economy in terms of stronger growth in the
construction and services sectors. This together with positive performance in the
agriculture and mining sectors contributed to sustain the overall Gross Domestic Product
(GDP) growth of the economy.

Notwithstanding the slower growth in the second quarter, Malaysias macroeconomic
conditions remain fundamentally strong. The current account surplus remains large and
inflation remains low at 1.6%. In addition, Foreign Direct Investment (FDI) inflows
were higher than in the first quarter. The external reserves of Bank Negara Malaysia
(BNM) has returned to a rising trend and the external debt has been capped at below 50%
of GNP. Monetary conditions continued to support the expansion in domestic economic
activities, with stronger increases in loan growth and Private Debts Securities (PDS)
issues. The marginal increase in Non Performing Loans (NPLs) is supported by a
stronger capitalisation of the banking system, which continued to register unaudited pre-
tax profits in the second quarter. The revival in activity in the KLSE has also helped to
bolster consumer confidence.


17

Looking ahead, the Malaysian economy will continue to be subject to the vagaries of the
global business cycle. As an open, trade-oriented economy, the slowdown in the external
environment will have an impact on the domestic economy. While slower growth is a
matter of some concern, it is important to recognise that Malaysias underlying economic
fundamentals remain on track for sustainable long-term growth. The Governments
growth strategies will continue to emphasise the contribution of domestic demand to
broaden the sources of growth and to develop a more diversified and resilient economy.

The conduct of macroeconomic policy will remain focused on ensuring that no
imbalances arise. The priority will be on maintaining low inflation and strong external
liquidity position that will avoid a misalignment of the exchange rate and that will
provide a conducive environment for sustainable growth. At the same time, stronger
measures have been introduced to expedite corporate reforms. Recent measures include
initiatives to further deleverage corporate debt and to improve operational restructuring.
A strong and efficient corporate sector together with a strong and competitive banking
system would constitute an important element in supporting the further growth of the
Malaysian economy. This would provide the foundation for the Malaysian economy to
respond promptly and effectively to the upturn in the global business cycle.

(Source : Bank Negara Malaysia, Second Quarter Report, 23 August 2001)

Food Industry

As for the food industry, under the Eighth Malaysia Plan 2001-2005, food production
will be expanded substantially to cater for the growing demand in the domestic market
and with the objective of reduction in the import bill as well as for exports. Value added
of the subsector is expected to grow, mainly due to the increase in the production of
major food commodities, namely fisheries, livestock, padi as well as fruits and
vegetables. The increase in production will be achieved through new hectarage, greater
land intensity as well as improvements in efficiency and productivity. In addition, a wider
adoption of new technologies and the use of high yielding seeds and biotechnology will
also contribute to the increase in food production. Toward this end, the participation of
private sector in medium and large-scale commercial operations will be enhanced
through the establishment of more permanent production areas such as agro-technology
and urban-horticulture parks as well as satellite farms. Supporting infrastructure facilities
and services such as farm collection and distribution centers, packing house facilities,
cold rooms and wholesale markets as well as transportation services will also be
upgraded.

(Source : Eighth Malaysia Plan 2001 2005, page 223)

As a result of rising population which is expected to reach 23.8 million by 2001 (Source :
Bank Negara Malaysia Annual Report, 2000) and enhanced purchasing power, the
outlook of the food industry is expected to be favourable. In the recent Budget 2002
announced on 19 October 2001, the government has proposed, inter-alia, individual tax
cut by 1%-2% which would increase the disposable income of taxpayers. This will, inter-
alia, expand the demand for food and stimulate the production of food products to meet
the increasing demand.

By giving 100% tax allowance on capital expenditure as proposed in the Budget 2002 to
encourage food production on large scale for export and import substitution purposes, the
industry is expected to contribute significantly to the economy and to penetrate
international markets.


18

7.2 Prospects Of The Ayamas Group

The improved economy in the year 2000 resulted in increased trade volume for Ayamas
Group which registered a turnover of RM372.4 million in the year under review,
representing an increase of 7.5% over the previous corresponding period. Pre-tax profit
attained was RM20.3 million against the previous years RM17.4 million. The improved
results were attributed to an increase in consumer spending, higher sales mix of the better
margin further processed halal poultry products and the Companys focus on
productivity improvements and cost efficiencies.

To capitalise on the growing consumer demand for value and convenient food, the
Groups marketing and sales department has been expanded to further improve brand
awareness and market penetration into other trade and food service categories.

Ayamas future plans include enhancing the image of existing Ayamas outlets,
upgrading its processing plant facilities and expanding its restaurant chain business by
opening new Rasa Gourmet restaurants, Seattles Best Coffee outlets and Sabang
Restaurants.

The Company is continuously committed to its Research and Development (R&D) in
new diversified and more innovative processed products. Recent launches include
Ayamas Fillo Nuggets, Ayamas Canned Curry Chickens and Ayamas Mamak Fried
Chicken Parts. New product innovation is the key performance for the Companys R&D
for year 2002 to bring Ayamas brand name to a greater height. Ayamas is also constantly
upgrading the facilities and technology in its Port Klang plant and placing its operations
under review to gain better pricing structures, productivity improvements and a
strengthened ability to absorb external shocks more effectively.

The Company is supported by the vertically integrated poultry operations of KFCH
which include operations in feedmill, breeder farms and hatchery. The integrated poultry
division is essential to the KFCH Groups operations as it provides a stable source of
supply of quality chickens at competitive prices for its operations, outlets and also able to
tap into the fast expanding poultry market, both locally and abroad. In addition, its also
enables the Group to ensure consistent supply, cost and quality control of poultry
products to the market.

Besides Ayamas own restaurants, kiosks and outlets styled to place greater emphasis on
the sale of high-margin ready-to-eat gourmet chicken products, Ayamas has tied-up with
hypermarkets and petrol stations around Malaysia to distribute and sell its products.
Recently Ayamas launched its freezers to further penetrate the rural market and widen its
distribution network.

Other than strengthening its domestic market share, Ayamas is committed to securing
recognition in the global market place. The Company continues to explore its export
market to countries such as Singapore, Brunei, Hong Kong, United Arab Emirates and
East Timur, which are the main focus of globalisation for year 2002 and strives to
compete more effectively post ASEAN Free Trade Area.

With the completion of the Acquisition of Land and Buildings, the Group is also in a
position to further expand its processing and further processing facilities and to centralize
its operations. This will lead to cost efficiencies, i.e. transportation cost, management cost
and achieve economies of scale.


19

Although the Malaysian economy rebounded in year 2000, the economic slowdown in
the United States (US) is expected to stifle Malaysian economy in year 2001. Business
conditions and consumers confidence in the first quarter of the year 2001 has
deteriorated when compared to the fourth quarter of the 2000. Against the backdrop of
the weak stock market and less encouraging economic conditions, the Government had
announced several measures to pump-prime the economy in an attempt to counter the
negative effects of the cyclical slowdown of the US economy. In this regard, the financial
performance of Ayamas would depend on the performance of the Malaysian economy.

8. WORKING CAPITAL, BORROWINGS AND CONTINGENT LIABILITIES

The Directors of Ayamas are of the opinion that, after taking into account the proceeds to be raised
from the Rights Issue with Warrants and funds generated from its existing operations, the Group
will have adequate working capital to facilitate its present and foreseeable future requirements.

As at 30 September 2001 (being the latest practicable date prior to the printing of this Abridged
Prospectus), the Ayamas Group has total borrowings of approximately RM12.997 million. The
total outstanding borrowings are categorised as follows:

Types of borrowings RM000
Long term borrowings
- Interest-bearing 8,175
- Non-interest bearings -
Short term borrowings
- Interest-bearing 4,822
- Non-interest bearings -
Total outstanding borrowings 12,997

There are no material contingent liabilities by reason of any guarantees given by the Group, other
than those incurred in the ordinary course of business.

9. SHAREHOLDERS UNDERTAKING AND UNDERWRITING ARRANGEMENT

The substantial shareholders of Ayamas, KFCH and Perbadanan Kemajuan Pertanian Selangor
have provided their irrevocable and unconditional written undertaking to subscribe and/or procure
subscription in full for their entitlement amounting to a total of 40,569,500 new ordinary shares of
RM1.00 each together with 40,569,500 Warrants at the rights issue price of RM1.00 per new
ordinary share. Their entitlements represents 81.55% of the Rights Issue with Warrants, details are
as follows :-

Shareholdings as at
26 November 2001

Undertakings to subscribe for Rights
Issue with warrants

Name of shareholder
No. of
shares held

%
No. of Rights
Shares
No. of
Warrants %
KFCH 69,969,000 70.32 34,984,500 34,984,500 70.32
Perbadanan Kemajuan
Pertanian Selangor
11,170,000 11.23 5,585,000 5,585,000 11.23

Total 81,139,000 81.55 40,569,500 40,569,500 81.55


20

The remaining 9,180,500 new ordinary shares of RM1.00 each to be issued pursuant to the Rights
Issue with Warrants, representing 18.45% thereof, have been underwritten by a consortium of
underwriters, namely, Aseambankers, Kuala Lumpur City Securities Sdn Bhd and PM Securities
Sdn Bhd, at an underwriting commission of 1.75% on the rights issue price. The underwriting
commission will be fully borne by the Company.

10. ESTIMATED EXPENSES OF THE RIGHTS ISSUE WITH WARRANTS

The total expenses relating to the Rights Issue with Warrants estimated at approximately
RM1,500,000 will be borne by the Company.

11. TERMS AND CONDITIONS

The issue of new ordinary shares and warrants pursuant to the Rights Issue with Warrants is
governed by the terms and conditions as set out in this Abridged Prospectus and the RSF enclosed
herewith.

12. QUOTATION AND DEALINGS

Approval in-principle has been obtained from the KLSE vide its letter dated 29 October 2001 for
the admission to the Official List for the Warrants arising from the Rights Issue With Warrants
and the listing of and quotation for new ordinary shares and Warrants to be issued pursuant to the
Rights Issue with Warrants and the new ordinary shares to be issued pursuant to the exercise of the
Warrants. Such securities will be admitted to the Official List of the KLSE and official quotation
will commence after receipt of confirmation from MCD that all securities accounts of the
successful applicants have been duly credited and notices of allotment have been despatched to all
the successful applicants.

13. ADDITIONAL INFORMATION

Other financial, general and statutory information relating to the Rights Issue with Warrants are
provided in the attached Appendices.

Yours faithfully,
For and on behalf of the Board

Hj. Izhar Bin Sulaiman
Executive Chairman

21

APPENDIX I

EXTRACT OF THE ORDINARY RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING HELD ON 28 JUNE 2001

At the Extraordinary General Meeting of the Company held on 28 June 2001, the following Ordinary Resolution
pertaining to the Rights Issue with Warrants was passed.

ORDINARY RESOLUTION 2 PROPOSED RIGHTS ISSUE WITH WARRANTS

THAT subject to the approval being obtained from the Securities Commission and any other relevant
authorities as well as the Kuala Lumpur Stock Exchange for the listing of and quotation for all new ordinary
shares to be issued hereunder, the Directors be and are hereby authorised and directed to allot and issue by way
of a renounceable rights issue of 49,750,000 new ordinary shares of RM1.00 each together with 49,750,000
detachable free new warrants at an issue price to be determined later on the basis of one (1) new ordinary share
of RM1.00 each together with one (1) free new warrant for every two (2) ordinary shares held after the Proposed
Bonus Issue and that all fraction of new ordinary shares and warrants, if any to be disregarded and that such new
ordinary shares and warrants, if any which represent fractional interests shall be dealt with by the Directors in
such manner and on such terms as they may deem beneficial to Ayamas AND THAT all the warrants to be
issued together with the new ordinary shares of RM1.00 each under the Proposed Rights Issue with Warrants be
in registered form and be constituted by a Deed Poll under which each warrant would entitle its holder to
subscribe for one (1) new ordinary share of RM1.00 each in the Company and the exercise price of the warrants
shall be as determined on a basis consistent with Section 4.3.2 of the Circular to Shareholders dated 12 June
2001 AND THAT the Directors be and are hereby authorised and directed to issue such additional warrants as a
result of any adjustments under the provisions of the Deed Poll and to allot and issue such shares in the
Company as are required to be issued pursuant to any exercise of any such warrants (including, any arising from
any adjustment to their number under the provisions of the Deed Poll) all such new ordinary shares shall upon
allotment and issue, rank pari passu in all respects with the then existing ordinary shares of the Company, except
that they will not be entitled to the dividends that may be declared in respect of the financial year ending 31
December 2000 prior to the date of allotment and issue of new ordinary shares, nor shall they be entitled to any
rights, allotments, distributions or such entitlements for which the record date is prior to the date of allotment of
the new ordinary shares AND THAT the Directors of Ayamas be and are hereby further authorised to give
effect to the aforesaid Proposed Rights Issue with Warrants with full power to assent to any conditions,
modifications, variations and/or amendments in any manner as may be required by the relevant authorities and
to take steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the
aforesaid Proposed Rights Issue with Warrants.

22

APPENDIX II

INFORMATION ON AYAMAS FOOD CORPORATION BHD

1. History and Business

Ayamas was incorporated in Malaysia on 27 April 1985 as a private limited company under the
Companies Act, 1965 under the name of Raswira Sdn Bhd. On 18 May 1987, the Company changed
its name to KFC Food Processing Sdn Bhd and subsequently changed its name to Ayamas Food
Corporation Sdn Bhd on 19 November 1993. On 13 December 1993, the Company was converted into
a public company and assumed its present name. The Company was listed on the Second Board of the
KLSE on 3 November 1994. The principal activities of the Company are poultry processing, further
processing and investment holding. The subsidiary companies are primarily engaged in the operations
of convenience food store, restaurant chain and investment holding.

2. Share Capital As At 26 November 2001

The present authorised share capital of Ayamas is RM250,000,000 divided into 250,000,000 ordinary
shares of RM1.00 each. Its present issued and paid-up share capital as at 26 November 2001 is
RM99,500,000 comprising 99,500,000 ordinary shares of RM1.00 each.

Date of
Allotment
No. of
Ordinary
Shares
Allotted
Par
Value
RM
Consideration
Cumulative
Issued and Paid-
up Share Capital
RM
27.04.1985 2 1.00 Cash (Subscribers shares) 2
07.05.1987 4,999,998 1.00 Cash 5,000,000
10.01.1990 1,000,000 1.00 Cash 6,000,000
29.07.1994 1,000,000 1.00 Issued pursuant to the acquisition of Ayamas
Convenience Stores Sdn Bhd
7,000,000
01.09.1994 7,900,000 1.00 Issued pursuant to a bonus issue on the basis
of 79 new ordinary shares for every 70
existing ordinary shares of RM1.00 each
14,900,000
18.10.1994 5,000,000 1.00 Issued pursuant to a public issue 19,900,000
of 3 new ordinary shares for every 2 existing
ordinary shares of RM1.00 each
49,750,000
of 1 new ordinary share for every 1 existing
ordinary share of RM1.00 each
99,500,000

3. Present Substantial Shareholders

Based on the Record of Depositors and/or Notice of Substantial Shareholders as at 26 November 2001,
the shareholdings of the substantial shareholders are as follows:-

No. Of Ordinary Shares Held Before
Rights Issue and Warrants

No. Of Ordinary Shares Held After
Rights Issue And Warrants*

Shareholder

Direct

%

Indirect

%

Direct

%

Indirect

%
KFCH 69,969,000 70.32 - - 104,953,500 70.32 - -
Perbadanan Kemajuan
Pertanian Selangor
11,170,000 11.23 - - 16,755,000 11.23 - -
CI Enterprise Sdn Bhd - - 69,969,000
(1)
70.32 - - 104,953,500
(1)
70.32
Employees Provident
Fund
- - 69,969,000
(1)
70.32 - - 104,953,500
(1)
70.32
CI Holdings Berhad - - 69,969,000
(2)
70.32 - - 104,953,500
(2)
70.32

Notes:-
* Before exercise of warrants.
(1) Held through KFCH
(2) Held through CI Enterprise Sdn Bhd

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-

APPENDIX II

INFORMATION ON AYAMAS FOOD CORPORATION BHD (Contd)

24

5. Subsidiary And Associated Companies As At 26 November 2001

Name of Company
Place and
Date of
Incorporation
Issued and
Paid-Up
Capital
(RM unless
otherwise
stated)
Effective
Equity
Interest
%
Principal Activity

Ayamas Convenience
Stores Sdn Bhd

11.08.1978
Malaysia

3,068,600

100.00

Convenience food store chain

Rasa Gourmet Sdn Bhd
(formerly known as Dual
Empire Sdn Bhd)

16.07.1997
Malaysia

2

100.00

Restaurants and investment holding

Ayamas Food Corporation
(S) Pte Ltd (formerly
known as Yokell Pte Ltd)

03.02.1999
Singapore

S$2

100.00

Marketing and distribution of food
products

AFCB Properties Sdn Bhd
(formerly known as
Factor Empire Sdn Bhd)

06.11.2000
Malaysia

2

100.00

Investment holding

Restoran Sabang Sdn Bhd
(formerly known as
Rancang Azim Nikmat
Sdn Bhd)

12.09.2000
Malaysia

2

100.00

Restaurants

Pintas Tiara Sdn Bhd

29.11.2000
Malaysia

2

100.00

Dormant

Rayaplex Sdn Bhd

29.11.2000
Malaysia

2

100.00

Dormant

SBC Coffee Holdings Sdn
Bhd
(formerly knowns as
Expand Empire Sdn Bhd)

25.09.2000
Malaysia

2

100.00

Investment holding

Gro-Max Agriculture Sdn
Bhd
(formerly known as Grand
Expand Sdn Bhd)

19.06.2000
Malaysia

500,000

100.00

Dormant

Seattles Best Coffee Sdn
Bhd

17.06.1997
Malaysia

100,000

100.00

Operation of gourmet coffee outlets

Ayamas Marketing (M)
Sdn Bhd
(formerly known as Influx
Phoenix Sdn Bhd)

09.01.2001
Malaysia

2

100.00

Dormant

Farms Choice Marketing
(M) Sdn Bhd
(formerly known as
Famous Merit Sdn Bhd)

09.05.2001
Malaysia

2

100.00

Marketing and distribution of food
products

The Company does not have any associated companies.

APPENDIX II


25

6. Profit And Dividend Record

<---------------------------Audited------------------------------>
<---------- Financial Year Ended 31 December ---------->
1996
RM000
1997
RM000
1998
RM000
1999
RM000
2000
RM000
Unaudited nine (9)
months ended 30
September 2001
RM000
Turnover 302,789 341,547 329,207 346,128 372,445 308,262
Profit before interest, tax,
depreciation and
amortisation
28,502 30,437 18,562 26,889 30,007 22,909
Interest (1,447) (1,704) (1,147) (999) (1,173) (860)
Depreciation and
Amortisation
(7,445) (7,907) (8,359) (8,501) (8,543) (7,148)
Exceptional items - - - - - -
Profit before taxation 19,610 20,826 9,056 17,389 20,291 14,901
Taxation (5,356) (2,573) (1,184) 326 (2,053) (4,400)
Profit after taxation 14,254 18,253 7,872 17,715 18,238 10,501
Extraordinary items - - - - - -
Minority interest - - - - - -
Profit after taxation
attributable to shareholders
14,254 18,253 7,872 17,715 18,238 10,501
Retained profits brought
forward
30,882 22,423 33,213 38,100 51,835 65,098
45,136 40,676 41,085 55,815 70,073 75,599
Proposed Dividend (3,980) (7,463) (2,985) (3,980) (4,975) -
Capitalised for bonus issue (18,733) - - - - (49,750)
Retained profits carried
forward
22,423 33,213 38,100 51,835 65,098 25,849

No. of ordinary shares in
issue (000)
49,750 49,750 49,750 49,750 49,750 99,500
Net EPS (sen)
29 37 16 36 37 11
Gross dividend rate (%)
8 15 6 8 10 -

Notes:
(1) The Group achieved profit before taxation of RM19.61 million, an improvement of 15.8% over 1995s
RM16.937 million. Turnover increased to RM302.789 million, an improvement of 13.8% over the
previous year.
(2) In 1997, the turnover and profit before taxation increased by 12.8% to RM341.5 million and 6.2% to
RM20.8 million respectively compared to the previous year.
(3) In 1998, turnover decreased to RM329.2 million, representing a decline of 3.6% over the previous year.
The Group achieved profit before taxation of RM9.1 million in 1998, a drop of 56.5% over 1997s
RM20.8 million. The currency volatility prior to the imposition of selective capital controls in September
1998 resulted in higher feed costs to the Group, due to the substantial imported content of the locally
manufactured feed.
(4) A higher turnover and profit after taxation were achieved in 1999. The improved results were attributed
to the higher sales mix of the better margins further processed poultry products and the Companys
continuous focus on productivity improvements.
(5) In 2000, the turnover and the profit before taxation were further increased by 8% and 17% respectively,
due to the increasing consumer spending, higher sales mix of the better margin further processed halal
products and the Companys focus on productivity improvements and cost efficiencies.
(6) There were no exceptional and extraordinary items in respect of all financial years end under review.

APPENDIX II


26

7. Historical Share Prices

High
RM

Low
RM
2000
November 3.20 2.85
December 3.00 2.55

2001
January 2.80 2.03
February 2.58 2.40
March 2.46 2.33
April 2.31 2.02
May 2.45 2.22
June 2.80 2.60
July 2.80 2.60
August 3.66 1.68
September 1.92 1.30
October 1.59 1.44

Last transacted market price on 8 November 2000 (being the last
transacted market price immediately prior to the announcement on 9
November 2000)

RM2.87

Last transacted market price on 27 November 2001 (being the date
prior to the ex-date on 28 November 2001)

RM1.98

Last transacted market price on 3 December 2001 (being the latest
practicable date prior to the printing of this Abridged Prospectus)

RM1.45

(Source: Investors Digest)

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