PROPOSED ACQUISITION BY FARM'S BEST FOOD INDUSTRIES SDN BHD ("FBFI" OR THE "PURCHASER"), A 53.04%-OWNED SUBSIDIARY COMPANY OF CAB, OF THE FOLLOWING:-

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1 CAB CAKARAN CORPORATION BERHAD ("CAB" OR THE "COMPANY") PROPOSED ACQUISITION BY FARM'S BEST FOOD INDUSTRIES SDN BHD ("FBFI" OR THE "PURCHASER"), A 53.04%-OWNED SUBSIDIARY COMPANY OF CAB, OF THE FOLLOWING:- I. 2 PARCELS OF FREEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 2 BROILER POULTRY FARMS ERECTED THEREON, FROM SINMAH BREEDERS SDN BHD ("SINMAH BREEDERS"), SINMAH MULTIFEED SDN BHD ("SINMAH MULTIFEED") AND SINMAH LIVESTOCKS SDN BHD ("SINMAH LIVESTOCKS") FOR A TOTAL PURCHASE CONSIDERATION OF RM3,529,900 ("PROPOSED ACQUISITION 1"); II. 2 PARCELS OF FREEHOLD AGRICULTURAL LAND IN MELAKA TOGETHER WITH 1 BROILER POULTRY FARM ERECTED THEREON, FROM SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM5,335,000 ("PROPOSED ACQUISITION 2"); III. 10 PARCELS OF FREEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 6 BROILER POULTRY FARMS ERECTED THEREON, FROM SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM13,645,500 ("PROPOSED ACQUISITION 3"); IV. 1 PARCEL OF FREEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 1 BROILER POULTRY FARM ERECTED THEREON, FROM SINMAH MULTIFEED AND SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM1,212,200 ("PROPOSED ACQUISITION 4"); V. 4 PARCELS OF FREEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 1 BROILER POULTRY FARM ERECTED THEREON, FROM SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM2,497,000 ("PROPOSED ACQUISITION 5"); VI. VII. 9 PARCELS OF FREEHOLD AGRICULTURAL LAND IN NEGERI SEMBILAN TOGETHER WITH 6 BROILER POULTRY FARMS ERECTED THEREON, FROM SINMAH BREEDERS, SINMAH MULTIFEED AND SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM9,072,000 ("PROPOSED ACQUISITION 6"); 10 PARCELS OF FREEHOLD AGRICULTURAL LAND IN NEGERI SEMBILAN TOGETHER WITH 7 BROILER POULTRY FARMS ERECTED THEREON, FROM SINMAH MULTIFEED AND SINMAH LIVESTOCKS FOR A TOTAL PURCHASE CONSIDERATION OF RM13,576,500 ("PROPOSED ACQUISITION 7"); VIII. 2 PARCELS OF LEASEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 1 BROILER POULTRY FARM ERECTED THEREON, FROM BERSATU SEGAR SDN BHD ("BERSATU SEGAR") FOR A TOTAL PURCHASE CONSIDERATION OF RM6,138,000 ("PROPOSED ACQUISITION 8"); AND IX. 3 PARCELS OF LEASEHOLD AGRICULTURAL LAND IN JOHOR TOGETHER WITH 1 BROILER POULTRY FARM ERECTED THEREON, FROM DEE HUAT FARMING TRADING SDN BHD ("DEE HUAT FARMING") FOR A TOTAL PURCHASE CONSIDERATION OF RM3,520,000 ("PROPOSED ACQUISITION 9") ALL TO BE SATISFIED ENTIRELY VIA CASH (COLLECTIVELY REFERRED TO AS THE "PROPOSED ACQUISITION OF BROILER FARMS") 1. INTRODUCTION On behalf of the Board of Directors of CAB ("Board"), RHB Investment Bank Berhad ("RHBIB") is pleased to announce that FBFI, a 53.04%-owned subsidiary company of CAB, had entered into 9 conditional sale and purchase agreements ("SPA(s)") in relation to the Proposed Acquisition of Broiler Farms as set out below:- 1

2 i. the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Breeders, Sinmah Multifeed and Sinmah Livestocks as the vendors for the proposed acquisition of 2 parcels of freehold agricultural land in Johor, measuring approximately acres, together with 2 broiler poultry farms erected thereon, namely Broiler Farms J10 and J16 ("Subject Property 1"), for a total purchase consideration of RM3,529,900 to be satisfied entirely via cash ("SPA 1"); ii. iii. iv. the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Livestocks as the vendor for the proposed acquisition of 2 parcels of freehold agricultural land in Melaka, measuring approximately acres, together with 1 broiler poultry farm erected thereon, namely Broiler Farm M1 ("Subject Property 2"), for a total purchase consideration of RM5,335,000 to be satisfied entirely via cash ("SPA 2"); the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Livestocks as the vendor for the proposed acquisition of 10 parcels of freehold agricultural land in Johor, measuring approximately acres, together with 6 broiler poultry farms erected thereon, namely Broiler Farms J6, J8, J12, J13, J14 and J15 ("Subject Property 3"), for a total purchase consideration of RM13,645,500 to be satisfied entirely via cash ("SPA 3"); the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Multifeed and Sinmah Livestocks as the vendors for the proposed acquisition of 1 parcel of freehold agricultural land in Johor, measuring approximately acres, together with 1 broiler poultry farm erected thereon, namely Broiler Farm J9 ("Subject Property 4"), for a total purchase consideration of RM1,212,200 to be satisfied entirely via cash ("SPA 4"); v. the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Livestocks as the vendor for the proposed acquisition of 4 parcels of freehold agricultural land in Johor, measuring approximately acres, together with 1 broiler poultry farm erected thereon, namely Broiler Farm J5 ("Subject Property 5"), for a total purchase consideration of RM2,497,000 to be satisfied entirely via cash ("SPA 5"); vi. vii. viii. the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Breeders, Sinmah Multifeed and Sinmah Livestocks as the vendors for the proposed acquisition of 9 parcels of freehold agricultural land in Negeri Sembilan, measuring approximately acres, together with 6 broiler poultry farms erected thereon, namely Broiler Farms NS1, NS8, NS10, NS11, NS18 and NS19 ("Subject Property 6"), for a total purchase consideration of RM9,072,000 to be satisfied entirely via cash ("SPA 6"); the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Sinmah Multifeed and Sinmah Livestocks as the vendors for the proposed acquisition of 10 parcels of freehold agricultural land in Negeri Sembilan, measuring approximately acres, together with 7 broiler poultry farms erected thereon, namely Broiler Farms NS2, NS3, NS6, NS9, NS13, NS16 and NS17 ("Subject Property 7"), for a total purchase consideration of RM13,576,500 to be satisfied entirely via cash ("SPA 7"); the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Bersatu Segar as the vendor for the proposed acquisition of 2 parcels of leasehold agricultural land in Johor, measuring approximately acres, together with 1 broiler poultry farm erected thereon, namely Broiler Farm BS1 ("Subject Property 8"), for a total purchase consideration of RM6,138,000 to be satisfied entirely via cash ("SPA 8"); and 2

3 ix. the SPA dated 24 January 2017 entered into between FBFI as the Purchaser and Dee Huat Farming as the vendor for the proposed acquisition of 3 parcels of leasehold agricultural land in Johor, measuring approximately acres, together with 1 broiler poultry farm erected thereon, namely Broiler Farm BS2 ("Subject Property 9"), for a total purchase consideration of RM3,520,000 to be satisfied entirely via cash ("SPA 9"). The Subject Property 1, Subject Property 2, Subject Property 3, Subject Property 4, Subject Property 5, Subject Property 6, Subject Property 7, Subject Property 8 and Subject Property 9 which consist of 43 parcels of land together with 26 broiler poultry farms erected thereon, are collectively referred to as the "Subject Property". Sinmah Breeders, Sinmah Multifeed, Sinmah Livestocks, Bersatu Segar and Dee Huat Farming are subsidiary companies of Farm's Best Berhad ("FBB"), which is a public company listed on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities"). Sinmah Breeders, Sinmah Multifeed, Sinmah Livestocks, Bersatu Segar and Dee Huat Farming are referred to as the "Vendor(s)" as the case may be. The total purchase consideration of the Subject Property is RM58,526,100 which shall be satisfied entirely via cash by the Purchaser to the Vendors. The SPA 1, SPA 2, SPA 3, SPA 4, SPA 5, SPA 6, SPA 7, SPA 8 and SPA 9 are not interconditional upon one another. Further details of the Proposed Acquisition of Broiler Farms are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED ACQUISITION OF BROILER FARMS 2.1 Details of the Proposed Acquisition 1 Sinmah Breeders, Sinmah Multifeed and Sinmah Livestocks, have agreed to sell and FBFI, has agreed to purchase the Subject Property 1 on an "as is where is" basis free from all encumbrances, caveat or any third party claiming interest of any nature whatsoever and with vacant possesion in its present state and condition but subject to the conditions of title (whether express or implied), if any, for a total purchase consideration of RM3,529,900 based upon the terms and conditions contained in the SPA Information on the Subject Property 1 The Subject Property 1 (comprising Broiler Farms J10 and J16) consists of 2 parcels of freehold agricultural land erected upon with 2 broiler poultry farms. Each broiler poultry farm consists of amongst others, broiler houses, workers' quarter, toilet, store and wheel dip. The Subject Property 1 is located in Johor. Prior to the date of SPA 1, the Subject Property 1 was occupied by Sinmah Breeders and Sinmah Livestocks for the purpose of carrying out its broiler farming activities. The existing use for the Subject Property 1 is of similar business nature of CAB and its subsidiary companies ("CAB Group" or the "Group") of poultry processing and production, trading and marketing of broiler chicken. Immediately upon the completion of the sales and purchase of the relevant properties under the Subject Property 1, the Vendors shall deliver the said relevant properties to CAB Group and that CAB Group will occupy the said relevant properties for the purpose of carrying out such similar business activities. 3

4 Details of the Subject Property 1 are summarised in the table as set out in Appendix I of this announcement Basis and justification of arriving at the purchase consideration The purchase consideration for Proposed Acquisition 1 of RM3,529,900 was arrived at on a willing buyer-willing seller basis, after taking into consideration the market value of the following Subject Property 1 (comprising Broiler Farms J10 and J16) of RM3,209,000 using the following method:- i. Broiler Farm J10, using the comparison method of valuation (for the land component) and depreciated replacement cost method of valuation (for the building component) as carried out by IVPS Property Consultant Sdn Bhd (formerly known as YY Property Solutions (Valuation) Sdn Bhd) ("IVPS") based on the valuation report dated 24 January 2017; and ii. Broiler Farm J16, using the comparison method of valuation (for the land component) and replacement cost new method of valuation (for the building component) as carried out by Knight Frank Malaysia Sdn Bhd ("Knight Frank") based on the valuation report dated 24 January The purchase consideration of RM3,529,900 represents a premium of approximately 10.0% to the aforesaid market value of the Subject Property 1. In addition, the Board has also taken into consideration the prospects of the Subject Property 1 as set out in Section 4 of this announcement, including amongst others:- the potential increase to CAB Group's broiler production capacity as well as the economies of scale and operational synergies that can be potentially reaped by the Group via leveraging on the common infrastructures and resources present thereon the Subject Property 1; and the complementary operational synergy and cost efficiency that can be derived from the acquisition of broiler farms under the Proposed Acquisition of Broiler Farms and the acquisition of breeder farms under the Proposed Acquisition of Breeder Farms (as defined in Section 3 of this announcement), of which these farms are geographically located within the same vicinity, namely Melaka, Negeri Sembilan and Johor. 4

5 2.1.3 Mode of settlement The purchase consideration of RM3,529,900 for the Proposed Acquisition 1 shall be satisfied in the following manner:- Payment terms Timing Amount RM'000 SPA 1:- i. Deposit *1 (20%) Paid upon signing of the SPA ii. Balance purchase consideration (80%) Payable within 3 months from the date of the SPA 1 being unconditional ("Completion Date 1") with a further automatic extension of 1 month free of interest or such further extension(s) at the request of the Purchaser which are subject to the Vendor's grant being obtained ("Extended Completion Date 1") as well as the Vendor's entitlement to claim for an interest of 5% per annum on a daily basis on the unpaid purchase consideration of the relevant properties from the Extended Completion Date 1 until the actual completion or payment of any unpaid portion of the purchase consideration, in the event the Purchaser is unable to complete the purchase and make payment on or before the Completion Date 1 2,824 Total 3,530 Note:- *1 Refundable pursuant to the relevant provisions of the SPA 1 as set out in Sections 2.1.8(iii), 2.1.8(iv) and 2.1.8(v) of this announcement Background information on the Vendors i. Sinmah Breeders Sinmah Breeders was incorporated in Malaysia under the Companies Act, 1965 ("Act") on 20 January 1983 and is principally involved in poultry breeding and hatchery operations. As at 18 January 2017, (being the latest practicable date prior to the date of this announcement) ("LPD"), the authorised share capital of Sinmah Breeders is RM3,000,000 comprising 3,000,000 ordinary shares of RM1.00 each, of which RM3,000,000 comprising 3,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The directors of Sinmah Breeders are Datuk Fong Kiah Yeow, Datuk Ng Peng Ng Peng Hong, Fong Choon Kai, Dato' Fong Kok Yong and Fong Ngan Teng. Sinmah Breeders is a wholly-owned subsidiary company of FBB, a public company listed on the Main Market of Bursa Securities. ii. Sinmah Multifeed Sinmah Multifeed was incorporated in Malaysia under the Act on 5 October 1973 and is principally involved in manufacturing and wholesale of chicken feeds. As at the LPD, the authorised share capital of Sinmah Multifeed is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, of which RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. 5

6 The directors of Sinmah Multifeed are Dato' Fong Kok Yong, Datuk Fong Kiah Yeow and Fong Ngan Teng. Sinmah Multifeed is a 99.99%-owned subsidiary company of FBB, a public company listed on the Main Market of Bursa Securities. The remaining 0.01% direct equity interests in Sinmah Multifeed are held by Chiang Yen Koon (deceased) (with 2 shares held) and Sinmah Livestocks (with 1 share held). iii. Sinmah Livestocks Sinmah Livestocks was incorporated in Malaysia under the Act on 12 May 1980 and is principally involved in contract farming and trading of chicken feeds, day-old chicks and vaccines. As at the LPD, the authorised share capital of Sinmah Livestocks is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which RM3,000,000 comprising 3,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The directors of Sinmah Livestocks are Datuk Fong Kiah Yeow, Fong Choon Kai and Fong Ngan Teng. Sinmah Livestocks is a whollyowned subsidiary company of FBB, a public company listed on the Main Market of Bursa Securities Liabilities to be assumed Save for the obligations and liabilities in and arising from, pursuant to or in connection with the SPA 1, there are no liabilities, including contingent liabilities and guarantees, to be assumed by CAB Group pursuant to the Proposed Acquisition Additional financial commitment required Save for the total purchase consideration of RM3,529,900 for the Proposed Acquisition 1, there are no additional financial commitment required by CAB Group to put the Subject Property 1 acquired on-stream Source of funding CAB Group intends to fund the Proposed Acquisition 1 through internally generated funds and bank borrowings, the exact quantum of which will be determined by the Board at a later date upon obtaining all the necessary approvals. Based on internal preliminary discussion, the indicative quantum of the funding is tabulated in the following manner:- RM'000 % Internally generated funds Bank borrowings 2, Total 3,

7 2.1.8 Salient terms of the SPA 1 The salient terms of the SPA 1 are set out below:- i. Agreement for sale and purchase Subject to the terms and conditions of the SPA 1, the Vendors agree to sell and the Purchaser agrees to purchase Subject Property 1, namely Broiler Farms J10 and J16, at the purchase consideration of RM3,529,900. For avoidance of doubt, the sale and purchase of the farm and other ancillary buildings is subject to the purchase of the land of which the farm and other ancillary buildings are located therein and in the event the sale and purchase of the located lands is terminated pursuant to the provisions of the SPA 1, the sale and purchase of the relevant farm and other ancillary buildings shall automatically be terminated at the same time. Nevertheless, the sale and purchase of each farm and other ancillary buildings together with its located lands thereon is not conditional upon completion of sale and purchase of the rest of the farm and other ancillary buildings together with their respective located lands. ii. Conditions precedent The sale and purchase of the properties under the SPA 1 is conditional on the Purchaser receiving evidence in form and substance acceptable to the Purchaser within 9 months from the date of the SPA 1 (the last day of such period shall be referred as "Last Conditions Date 1") on the fulfilment of the following conditions precedent:- a. the approval of the shareholders of FBB being obtained by the Vendor(s); b. the approval of the shareholders of CAB being obtained by the Purchaser; c. the approval of the shareholders of the Purchaser being obtained by the Purchaser; d. the estate land board approval being obtained by the Vendor(s), if applicable; e. the building plan approval for all the farms being obtained by the Vendor(s), if required; f. the approval or clearance from any other relevant authorities/ parties being obtained by the Vendor(s) or the Purchaser, if applicable. (Collectively referred to as the "Conditions Precedent 1") The Purchaser may waive all or any of the Conditions Precedent 1 provided it is not mandatory by law. The SPA 1 shall become unconditional upon all the Conditions Precedent 1 having been fulfilled, unless otherwise waived as mentioned earlier. 7

8 In the event the Conditions Precedent 1 are not satisfied by the Last Conditions Date 1, the Last Conditions Date 1 shall be automatically extended for a further period of 3 months and/ or such other further extensions as may be necessary agreed by all parties in writing (the last day of such period shall be referred as "Extended Conditions Date 1") to fulfil the Conditions Precedent 1. If the Conditions Precedent 1 are not fulfilled by the Extended Conditions Date 1, then the SPA 1 shall terminate and clauses under Section 2.1.8(v) of this announcement shall apply. iii. Default by Vendor(s) Without prejudice to any other rights of the Purchaser, in the event:- a. the Vendor(s) materially breaches any of its obligations and/ or warranties under the SPA 1, provided that if any such representation or warranty shall at any time before the registration of the transfer of the properties be found to have been incorrect in any material aspect, the Vendor(s) shall rectify the said discrepancies within 30 working days of the Purchaser's or Purchaser's solicitors' notice requiring such rectification; or b. the Vendor(s) is or becomes insolvent, the Purchaser shall be entitled (but not obliged) to terminate any or all the sale and purchase of the affected properties under the SPA 1 whereupon the Vendor(s) shall refund or cause to be refunded to the Purchaser all monies paid by the Purchaser on the terminated properties, and to pay an additional amount equivalent to 10% of the purchase consideration of the terminated properties being the liquidated damages within 14 days of such termination failing which interest on such monies outstanding shall be payable by the Vendor(s) to the Purchaser at the rate of 8% per annum calculated on the actual number of days elapsed in 365 days year from the date of such termination to the date of actual payment or refund or alternatively shall be entitled to the remedy in the law for specific performance and/ or damages and all reliefs flowing therefrom without prejudice to any other rights or remedies that may be available to the Purchaser in respect of any other default by the Vendor(s) of its obligations under the SPA 1 and clause under Section 2.1.8(v) of this announcement shall apply. For avoidance of doubt, the agreement on the sale and purchase of the rest of the unaffected properties shall remain enforceable. iv. Default by Purchaser Without prejudice to any other rights of the Vendor(s), in the event:- a. the Purchaser shall fail to pay the balance purchase consideration of any properties under the SPA 1; or b. the Purchaser materially breaches any of its obligations under the SPA 1 or any of the warranties set out in Section 2.1.8(viii) of this announcement provided that if any such representation or warranty shall at any time before the registration of the transfer of the properties be found to have been incorrect in any material aspect, the Purchaser shall rectify the said discrepancies within 30 working days of the Vendor(s)'s or Vendor(s)'s solicitors' notice requiring such rectification; or 8

9 c. the Purchaser is or becomes insolvent, the Vendor(s) shall be entitled to terminate the sale and purchase of the affected properties and in such event, 10% of the purchase consideration of the affected properties shall be forfeited to the Vendor(s) absolutely (for avoidance of doubt, the Vendor(s) shall deal with the refund of the retention sum on the affected properties with the relevant authority directly) but all other monies paid by the Purchaser to the Vendor(s) (if any) for the purchase of the said affected properties shall be refunded by the Vendor(s) to the Purchaser free of interest within 14 days of such termination, failing which interest on such monies outstanding shall be payable by the Vendor(s) to the Purchaser at the rate of 8% per annum calculated on the actual number of days elapsed in 365 days year from the date of such termination to the date of actual payment or refund and subject to clause under Section 2.1.8(v)(a) of this announcement, the SPA 1 shall be of no further force and effect and neither party shall have any further claim against the other under or in respect of the SPA 1. For avoidance of doubt, the agreement on the sale and purchase of the rest of the unaffected properties shall remain enforceable. v. Termination consequences If sale and purchase of any of the properties is terminated or rescinded pursuant to land acquisition (in accordance with the Land Acquisition Act 1960 and including any amendment from time to time and any re-enactment thereof) or Conditions Precedent 1, the Vendor(s) shall within 14 days of such termination or rescission refund to the Purchaser all monies paid free of interest for the affected properties. Without prejudice to the above and clauses under Sections 2.1.8(iii) and 2.1.8(iv) of this announcement, in the event that the sale and purchase of any of the properties under the SPA 1 is terminated or rescinded pursuant to the provisions of the SPA 1:- a. the Purchaser shall return or cause to be returned to the Vendor(s) within 14 days of such termination or rescission the transfer, the issue documents of title in respect of the affected properties and all other relevant documents given by the Vendor(s) under the SPA 1 to the Purchaser, and at the Purchaser's own cost forthwith to withdraw or procure the withdrawal of any private caveat entered by it against the affected properties in relation to the SPA 1; b. subject to the abovementioned clauses herein under Section 2.1.8(v) and clauses under Sections 2.1.8(iii) and 2.1.8(iv) of this announcement, the agreement on the affected properties under SPA 1 shall be of no further force and effect and neither party shall have any further claim against the other under or in respect of the SPA 1 except for any antecedent breach and the agreement on the sale and purchase for the rest of the unaffected properties shall remain enforceable. 9

10 vi. Delivery The Vendor(s) shall deliver the relevant properties to the Purchaser upon completion of the sale and purchase of the relevant properties under the SPA 1. In the event of late delivery, the Purchaser shall be entitled to claim for interest of 5% per annum on a daily basis on the purchase consideration of the relevant properties from Completion Date 1 or Extended Completion Date 1 (as the case may be) until the actual date of delivery of vacant possession by the Vendor(s). vii. Vendor(s)'s representations, warranties and covenants The Vendor(s) represents and warrants to the Purchaser the following as at the date of the SPA 1 and repeat the same until the title is issued under the name of the Purchaser, of amongst others:- a. that the Vendor(s) is the absolute beneficial owner and/ or registered owner of the properties; b. all quit rents, assessments, charges, rates and other outgoings due and payable in respect of the properties shall be paid up to date; c. that the Vendor(s) has valid operating licences and veterinary licences for all the farms, and also confirms that no building plans are required for all the farms but the Vendor(s) undertakes to apply for the building plans approval as soon as practicable upon signing of the SPA 1 in the event that the said approval is required; and d. the farms and other ancillary buildings are in good and working conditions, failing which, the Vendor(s) shall repair or replace the farms and other ancillary buildings at its own costs and expenses or alternatively the Vendor(s) shall reimburse the Purchaser on the repair or replacement costs. viii. Purchaser's representations, warranties and covenants The Purchaser represents and warrants to the Vendor(s) the following as at the date of the SPA 1 and repeat the same until the title is issued under the name of the Purchaser:- a. that the Purchaser is not wound up or served with any winding-up order and there are no winding up proceedings pending at any High Court of Malaya against the Purchaser; b. that to the best of the Purchaser's knowledge, there are no litigation, arbitration or administrative proceedings are presently current or pending or threatened against the Purchaser, which litigation, arbitration or administrative proceedings, as the case may be, might affect the Purchaser's ability to perform its obligation under the SPA 1 or frustrate the completion of the transaction herein; and c. the representation and warranties shall continue to have full force and effect until the registration of the transfer in the name(s) of the Purchaser. 10

11 2.2 Details of the Proposed Acquisition 2 Sinmah Livestocks, has agreed to sell and FBFI, has agreed to purchase the Subject Property 2 on an "as is where is" basis free from all encumbrances, caveat or any third party claiming interest of any nature whatsoever and with vacant possesion in its present state and condition but subject to the conditions of title (whether express or implied), if any, for a total purchase consideration of RM5,335,000 based upon the terms and conditions contained in the SPA Information on the Subject Property 2 The Subject Property 2 (comprising Broiler Farm M1) consists of 2 parcels of freehold agricultural land erected upon with 1 broiler poultry farm. The broiler poultry farm consists of broiler houses, workers' quarter and wheel dip. The Subject Property 2 is located in Melaka. Prior to the date of SPA 2, the Subject Property 2 was occupied by Sinmah Livestocks for the purpose of carrying out its broiler farming activities. The existing use for the Subject Property 2 is of similar business nature of CAB Group of poultry processing and production, trading and marketing of broiler chicken. Immediately upon the completion of the sales and purchase of the property under the Subject Property 2, the Vendor shall deliver the said property to CAB Group and that CAB Group will occupy the said property for the purpose of carrying out such similar business activities. Details of the Subject Property 2 are summarised in the table as set out in Appendix II of this announcement Basis and justification of arriving at the purchase consideration The purchase consideration for Proposed Acquisition 2 of RM5,335,000 was arrived at on a willing buyer-willing seller basis, after taking into consideration the market value of the Subject Property 2 (comprising Broiler Farm M1) of RM4,850,000 using the comparison method of valuation (for the land component) and depreciated replacement cost method of valuation (for the building component) as carried out by IVPS based on the valuation report dated 24 January The purchase consideration of RM5,335,000 represents a premium of approximately 10.0% to the aforesaid market value of the Subject Property 2. In addition, the Board has also taken into consideration the prospects of the Subject Property 2 as set out in Section 4 of this announcement, including amongst others:- the potential increase to CAB Group's broiler production capacity as well as the economies of scale and operational synergies that can be potentially reaped by the Group via leveraging on the common infrastructures and resources present thereon the Subject Property 2; and the complementary operational synergy and cost efficiency that can be derived from the acquisition of broiler farms under the Proposed Acquisition of Broiler Farms and the acquisition of breeder farms under the Proposed Acquisition of Breeder Farms (as defined in Section 3 of this announcement), of which these farms are geographically located within the same vicinity, namely Melaka, Negeri Sembilan and Johor. 11

12 2.2.3 Mode of settlement The purchase consideration of RM5,335,000 for the Proposed Acquisition 2 shall be satisfied in the following manner:- Payment terms Timing Amount RM'000 SPA 2:- i. Deposit *1 (20%) Paid upon signing of the SPA 2 1,067 ii. Balance purchase consideration (80%) Payable within 3 months from the date of the SPA 2 being unconditional ("Completion Date 2") with a further automatic extension of 1 month free of interest or such further extension(s) at the request of the Purchaser which are subject to the Vendor's grant being obtained ("Extended Completion Date 2") as well as the Vendor's entitlement to claim for an interest of 5% per annum on a daily basis on the unpaid purchase consideration of the relevant properties from the Extended Completion Date 2 until the actual completion or payment of any unpaid portion of the purchase consideration, in the event the Purchaser is unable to complete the purchase and make payment on or before the Completion Date 2 4,268 Total 5,335 Note:- *1 Refundable pursuant to the relevant provisions of the SPA 2 as set out in Sections 2.2.8(iii), 2.2.8(iv) and 2.2.8(v) of this announcement Background information on the Vendor Sinmah Livestocks Please refer to Section 2.1.4(iii) of this announcement for the background information on Sinmah Livestocks Liabilities to be assumed Save for the obligations and liabilities in and arising from, pursuant to or in connection with the SPA 2, there are no liabilities, including contingent liabilities and guarantees, to be assumed by CAB Group pursuant to the Proposed Acquisition Additional financial commitment required Save for the total purchase consideration of RM5,335,000 for the Proposed Acquisition 2, there are no additional financial commitment required by CAB Group to put the Subject Property 2 acquired on-stream Source of funding CAB Group intends to fund the Proposed Acquisition 2 through internally generated funds and bank borrowings, the exact quantum of which will be determined by the Board at a later date upon obtaining all the necessary approvals. Based on internal preliminary discussion, the indicative quantum of the funding is tabulated in the following manner:- 12

13 RM'000 % Internally generated funds 1, Bank borrowings 4, Total 5, Salient terms of the SPA 2 The salient terms of the SPA 2 are set out below:- i. Agreement for sale and purchase Subject to the terms and conditions of the SPA 2, the Vendor agrees to sell and the Purchaser agrees to purchase Subject Property 2, namely Broiler Farm M1, at the purchase consideration of RM5,335,000. For avoidance of doubt, the sale and purchase of the farm and other ancillary buildings is subject to the purchase of the land of which the farm and other ancillary buildings are located therein and in the event the sale and purchase of the located lands is terminated pursuant to the provisions of the SPA 2, the sale and purchase of the relevant farm and other ancillary buildings shall automatically be terminated at the same time. ii. Conditions precedent The sale and purchase of the properties under the SPA 2 is conditional on the Purchaser receiving evidence in form and substance acceptable to the Purchaser within 9 months from the date of the SPA 2 (the last day of such period shall be referred as "Last Conditions Date 2") on the fulfilment of the following conditions precedent:- a. the approval of the shareholders of FBB being obtained by the Vendor; b. the approval of the shareholders of CAB being obtained by the Purchaser; c. the approval of the shareholders of the Purchaser being obtained by the Purchaser; d. the estate land board approval being obtained by the Vendor, if applicable; e. the building plan approval for the farm being obtained by the Vendor; f. the approvals or clearance from any other relevant authorities/ parties being obtained by the Vendor or the Purchaser, if applicable. (Collectively referred to as the "Conditions Precedent 2") The Purchaser may waive all or any of the Conditions Precedent 2 provided it is not mandatory by law. The SPA 2 shall become unconditional upon all the Conditions Precedent 2 having been fulfilled, unless otherwise waived as mentioned earlier. 13

14 In the event the Conditions Precedent 2 are not satisfied by the Last Conditions Date 2, the Last Conditions Date 2 shall be automatically extended for a further period of 3 months and/ or such other further extensions as may be necessary agreed by all parties in writing (the last day of such period shall be referred as "Extended Conditions Date 2") to fulfil the Conditions Precedent 2. If the Conditions Precedent 2 are not fulfilled by the Extended Conditions Date 2, then the SPA 2 shall terminate and clauses under Section 2.2.8(v) of this announcement shall apply. iii. Default by Vendor Without prejudice to any other rights of the Purchaser, in the event:- a. the Vendor materially breaches any of its obligations and/ or warranties under the SPA 2, provided that if any such representation or warranty shall at any time before the registration of the transfer of the properties be found to have been incorrect in any material aspect, the Vendor shall rectify the said discrepancies within 30 working days of the Purchaser's or Purchaser's solicitors' notice requiring such rectification; or b. the Vendor is or becomes insolvent, the Purchaser shall be entitled (but not obliged) to terminate any or all the sale and purchase of the properties under the SPA 2 whereupon the Vendor shall refund or cause to be refunded to the Purchaser all monies paid by the Purchaser on the terminated properties, and to pay an additional amount equivalent to 10% of the purchase consideration of the terminated properties being the liquidated damages within 14 days of such termination failing which interest on such monies outstanding shall be payable by the Vendor to the Purchaser at the rate of 8% per annum calculated on the actual number of days elapsed in 365 days year from the date of such termination to the date of actual payment or refund or alternatively shall be entitled to the remedy in the law for specific performance and/ or damages and all reliefs flowing therefrom without prejudice to any other rights or remedies that may be available to the Purchaser in respect of any other default by the Vendor of its obligations under the SPA 2 and clause under Section 2.2.8(v) of this announcement shall apply. iv. Default by Purchaser Without prejudice to any other rights of the Vendor, in the event:- a. the Purchaser shall fail to pay the balance purchase consideration of any properties under the SPA 2; or b. the Purchaser materially breaches any of its obligations under the SPA 2 or any of the warranties set out in Section 2.2.8(viii) of this announcement provided that if any such representation or warranty shall at any time before the registration of the transfer of the properties be found to have been incorrect in any material aspect, the Purchaser shall rectify the said discrepancies within 30 working days of the Vendor's or Vendor's solicitors' notice requiring such rectification; or 14

15 c. the Purchaser is or becomes insolvent, the Vendor shall be entitled to terminate the sale and purchase of the properties and in such event, 10% of the purchase consideration of the properties shall be forfeited to the Vendor absolutely (for avoidance of doubt, the Vendor shall deal with the refund of the retention sum on the properties with the relevant authority directly) but all other monies paid by the Purchaser to the Vendor (if any) for the purchase of the said properties shall be refunded by the Vendor to the Purchaser free of interest within 14 days of such termination, failing which interest on such monies outstanding shall be payable by the Vendor to the Purchaser at the rate of 8% per annum calculated on the actual number of days elapsed in 365 days year from the date of such termination to the date of actual payment or refund and subject to clause under Section 2.2.8(v)(a) of this announcement, the SPA 2 shall be of no further force and effect and neither party shall have any further claim against the other under or in respect of the SPA 2. v. Termination consequences If sale and purchase of the properties is terminated or rescinded pursuant to land acquisition (in accordance with the Land Acquisition Act 1960 and including any amendment from time to time and any reenactment thereof) or Conditions Precedent 2, the Vendor shall within 14 days of such termination or rescission refund to the Purchaser all monies paid free of interest for the properties. Without prejudice to the above and clauses under Sections 2.2.8(iii) and 2.2.8(iv) of this announcement, in the event that the sale and purchase of the properties under the SPA 2 is terminated or rescinded pursuant to the provisions of the SPA 2:- a. the Purchaser shall return or cause to be returned to the Vendor within 14 days of such termination or rescission the transfer, the issue documents of title in respect of the properties and all other relevant documents given by the Vendor under the SPA 2 to the Purchaser, and at the Purchaser's own cost forthwith to withdraw or procure the withdrawal of any private caveat entered by it against the properties in relation to the SPA 2; b. subject to the abovementioned clauses herein under Section 2.2.8(v) and clauses under Sections 2.2.8(iii) and 2.2.8(iv) of this announcement, the agreement on the properties under SPA 2 shall be of no further force and effect and neither party shall have any further claim against the other under or in respect of the SPA 2 except for any antecedent breach. vi. Delivery The Vendor shall deliver the properties to the Purchaser upon completion of the sale and purchase of the properties under the SPA 2. In the event of late delivery, the Purchaser shall be entitled to claim for interest of 5% per annum on a daily basis on the purchase consideration of the properties from Completion Date 2 or Extended Completion Date 2 (as the case may be) until the actual date of delivery of vacant possession by the Vendor. 15

16 vii. Vendor's representations, warranties and covenants The Vendor represents and warrants to the Purchaser the following as at the date of the SPA 2 and repeat the same until the title is issued under the name of the Purchaser, of amongst others:- a. that the Vendor is the absolute beneficial owner and registered owner of the properties; b. all quit rents, assessments, charges, rates and other outgoings due and payable in respect of the properties shall be paid up to date; c. that the Vendor has valid operating licences and veterinary licences for the farms, and the Vendor shall submit the building plan application for the farm at its own costs and expenses as soon as practicable upon signing of the SPA 2; and d. the farm and other ancillary buildings are in good and working conditions, failing which, the Vendor shall repair or replace the farm and other ancillary buildings at its own costs and expenses or alternatively the Vendor shall reimburse the Purchaser on the repair or replacement costs. viii. Purchaser's representations, warranties and covenants The Purchaser represents and warrants to the Vendor the following as at the date of the SPA 2 and repeat the same until the title is issued under the name of the Purchaser:- 2.3 Details of the Proposed Acquisition 3 a. that the Purchaser is not wound up or served with any winding-up order and there are no winding up proceedings pending at any High Court of Malaya against the Purchaser; b. that to the best of the Purchaser's knowledge, there are no litigation, arbitration or administrative proceedings are presently current or pending or threatened against the Purchaser, which litigation, arbitration or administrative proceedings, as the case may be, might affect the Purchaser's ability to perform its obligation under the SPA 2 or frustrate the completion of the transaction herein; and c. the representation and warranties shall continue to have full force and effect until the registration of the transfer in the name(s) of the Purchaser. Sinmah Livestocks, has agreed to sell and FBFI, has agreed to purchase the Subject Property 3 on an "as is where is" basis free from all encumbrances, caveat or any third party claiming interest of any nature whatsoever and with vacant possesion in its present state and condition but subject to the conditions of title (whether express or implied), if any, for a total purchase consideration of RM13,645,500 based upon the terms and conditions contained in the SPA 3. 16

17 2.3.1 Information on the Subject Property 3 The Subject Property 3 (comprising Broiler Farms J6, J8, J12, J13, J14 and J15) consists of 10 parcels of freehold agricultural land erected upon with 6 broiler poultry farms. Each broiler poultry farm consists of amongst others, broiler houses, workers' quarter, toilet, store, pump house and wheel dip. The Subject Property 3 is located in Johor. Prior to the date of SPA 3, the Subject Property 3 was occupied by Sinmah Livestocks for the purpose of carrying out its broiler farming activities. The existing use for the Subject Property 3 is of similar business nature of CAB Group of poultry processing and production, trading and marketing of broiler chicken. Immediately upon the completion of the sales and purchase of the relevant properties under the Subject Property 3, the Vendor shall deliver the said relevant properties to CAB Group and that CAB Group will occupy the said relevant properties for the purpose of carrying out such similar business activities. Details of the Subject Property 3 are summarised in the table as set out in Appendix III of this announcement Basis and justification of arriving at the purchase consideration The purchase consideration for Proposed Acquisition 3 of RM13,645,500 was arrived at on a willing buyer-willing seller basis, after taking into consideration the market value of the following Subject Property 3 (comprising Broiler Farms J6, J8, J12, J13, J14 and J15) of RM12,405,000 using the following method:- i. Broiler Farm J6, J13, J14 and J15, using the comparison method of valuation (for the land component) and depreciated replacement cost method of valuation (for the building component) as carried out by IVPS based on the valuation reports dated 24 January 2017; and ii. Broiler Farm J8 and J12, using the comparison method of valuation (for the land component) and replacement cost new method of valuation (for the building component) as carried out by Knight Frank based on the valuation reports dated 24 January The purchase consideration of RM13,645,500 represents a premium of approximately 10.0% to the aforesaid market value of the Subject Property 3. In addition, the Board has also taken into consideration the prospects of the Subject Property 3 as set out in Section 4 of this announcement, including:- the potential increase to CAB Group's broiler production capacity as well as the economies of scale and operational synergies that can be potentially reaped by the Group via leveraging on the common infrastructures and resources present thereon the Subject Property 3; and the complementary operational synergy and cost efficiency that can be derived from the acquisition of broiler farms under the Proposed Acquisition of Broiler Farms and the acquisition of breeder farms under the Proposed Acquisition of Breeder Farms (as defined in Section 3 of this announcement), of which these farms are geographically located within the same vicinity, namely Melaka, Negeri Sembilan and Johor. 17

18 2.3.3 Mode of settlement The purchase consideration of RM13,645,500 for the Proposed Acquisition 3 shall be satisfied in the following manner:- Payment terms Timing Amount RM'000 SPA 3:- i. Deposit *1 (20%) Paid upon signing of the SPA 3 2,729 ii. Balance purchase consideration (80%) Payable within 3 months from the date of the SPA 3 being unconditional ("Completion Date 3") with a further automatic extension of 1 month free of interest or such further extension(s) at the request of the Purchaser which are subject to the Vendor's grant being obtained ("Extended Completion Date 3") as well as the Vendor's entitlement to claim for an interest of 5% per annum on a daily basis on the unpaid purchase consideration of the relevant properties from the Extended Completion Date 3 until the actual completion or payment of any unpaid portion of the purchase consideration, in the event the Purchaser is unable to complete the purchase and make payment on or before the Completion Date 3 10,917 Total 13,646 Note:- *1 Refundable pursuant to the relevant provisions of the SPA 3 as set out in Sections 2.3.8(iii), 2.3.8(iv) and 2.3.8(v) of this announcement Background information on the Vendor Sinmah Livestocks Please refer to Section 2.1.4(iii) of this announcement for the background information on Sinmah Livestocks Liabilities to be assumed Save for the obligations and liabilities in and arising from, pursuant to or in connection with the SPA 3, there are no liabilities, including contingent liabilities and guarantees, to be assumed by CAB Group pursuant to the Proposed Acquisition Additional financial commitment required Save for the total purchase consideration of RM13,645,500 for the Proposed Acquisition 3, there are no additional financial commitment required by CAB Group to put the Subject Property 3 acquired on-stream Source of funding CAB Group intends to fund the Proposed Acquisition 3 through internally generated funds and bank borrowings, the exact quantum of which will be determined by the Board at a later date upon obtaining all the necessary approvals. Based on internal preliminary discussion, the indicative quantum of the funding is tabulated in the following manner:- 18

19 RM'000 % Internally generated funds 2, Bank borrowings 10, Total 13, Salient terms of the SPA 3 The salient terms of the SPA 3 are set out below:- i. Agreement for sale and purchase Subject to the terms and conditions of the SPA 3, the Vendor agrees to sell and the Purchaser agrees to purchase Subject Property 3, namely Broiler Farms J6, J8, J12, J13, J14 and J15, at the purchase consideration of RM13,645,500. For avoidance of doubt, the sale and purchase of the farm and other ancillary buildings is subject to the purchase of the total lands of which the farm and other ancillary buildings are located therein and in the event the sale and purchase of the located lands is terminated pursuant to the provisions of the SPA 3, the sale and purchase of the relevant farm and other ancillary buildings shall automatically be terminated at the same time. Nevertheless, the sale and purchase of each farm and other ancillary buildings together with its located lands thereon is not conditional upon completion of sale and purchase of the rest of the farm and other ancillary buildings together with their respective located lands. ii. Conditions precedent The sale and purchase of the properties under the SPA 3 is conditional on the Purchaser receiving evidence in form and substance acceptable to the Purchaser within 9 months from the date of the SPA 3 (the last day of such period shall be referred as "Last Conditions Date 3") on the fulfilment of the following conditions precedent:- a. the approval of the shareholders of FBB being obtained by the Vendor; b. the approval of the shareholders of CAB being obtained by the Purchaser; c. the approval of the shareholders of the Purchaser being obtained by the Purchaser; d. the estate land board approval being obtained by the Vendor, if applicable; e. the building plan approval for all the farms being obtained by the Vendor, if required; f. the approval from the relevant authority to change the expressed condition of the title of the applicable lands to "ternakan ayam" being obtained by the Vendor; g. the approvals or clearance from any other relevant authorities/ parties being obtained by the Vendor or the Purchaser, if applicable. 19