THIS CIRCULAR IS STRICTLY FOR YOUR INFORMATION ONLY.

NO ACTION IS REQUIRED TO BE TAKEN.

If you have sold all your ordinary shares in KFC Holdings (Malaysia) Bhd (65787-T), you should at once hand
this circular to the agent through whom you effected the sale for transmission to the purchaser.

The Kuala Lumpur Stock Exchange takes no responsibility for the content of this circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
however arising from or in reliance upon the whole or any part of the contents of this circular.

KFC HOLDINGS (MALAYSIA) BHD

(Company No. 65787-T)
(Incorporated in Malaysia)

INFORMATION CIRCULAR TO SHAREHOLDERS

In Relation To:

DISPOSALOF 21,034,000 ORDINARY SHARES OF SGD0.20 EACH

REPRESENTING 8.07% OF THE ISSUED AND PAID-UP CAPITALOF
INNO-PACIFIC HOLDINGS LTD FOR A CASH CONSIDERATION OF
SGD12,357,378.67 (EQUIVALENT TO RM27,410,213.42)

This Information Circular is dated 12 June 2000

 CONTENTS
Page

DIRECTORS’LETTER TO SHAREHOLDERS

INTRODUCTION 1

DETAILS OF THE DISPOSAL 1

RATIONALE FOR THE DISPOSAL 2

FINANCIAL EFFECTS OF THE DISPOSAL 2

DIRECTORS’AND SUBSTANTIAL SHAREHOLDERS’INTERESTS 2

APPROVALS 2

APPENDIX I

INFORMATION ON IPH 3

APPENDIX II

FURTHER INFORMATION 8

ATTACHMENT I

PROFORMA FULLYEAR FINANCIAL STATEMENT AND DIVIDEND 10

ANNOUNCEMENT ENDED 31 DECEMBER 1999 FOR INNO-PACIFIC
HOLDINGS LTD

DEFINITIONS

The following abbreviations shall have the following meanings in this Circular unless otherwise stated:
“KFCH” or “the Company” : KFC Holdings (Malaysia) Bhd (Co. No. 65787-T)
“KFCH Group” : KFCH and its subsidiaries
“Disposal” : The disposal of 21,034,000 ordinary shares of SGD0.20 each representing
8.07% of the issued and paid-up share capital of IPH for a total cash
consideration of SGD12,357,378.67 (equivalent to RM27,410,213.42)
“IPH” : Inno-Pacific Holdings Ltd
“IPH Group” : IPH and its subsidiaries and associated companies
“RM” and “sen” : Ringgit Malaysia and sen respectively
“SGD” : Singapore Dollar
 KFC HOLDINGS (MALAYSIA) BHD
(Company No. 65787-T)
(Incorporated in Malaysia)

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

12 June 2000

Board Of Directors:
Tn Hj Izhar Bin Sulaiman (Executive Chairman)
Tn Hj Abdullah Bin Omar (Executive Deputy Chairman)
YBhg Datuk Haji Ishak bin Ismail (Managing Director)
En George Ting Yew Tong (Executive Director)
En Harris Beh Tay Chew (Executive Director)
YBhg Dato’Dr Ridzuan bin Akil
YBhg Dato’Seri Abdul Ghani Aziz
YBhg Dato’Mohd Salleh bin Hashim
YBhg Dato’Abdullah bin Ngah
Tn Hj Johari bin Abdul Ghani

To: The Shareholders of KFC Holdings (Malaysia) Bhd

Dear Sir/Madam

KFC HOLDINGS (MALAYSIA) BHD

Disposal Of 21,034,000 Ordinary Shares Of SGD0.20 Each Representing 8.07% Of The Issued And Paid-Up
Capital Of Inno-Pacific Holdings Ltd For A Cash Consideration Of SGD12,357,378.67 (equivalent to
RM27,410,213.42)

1. INTRODUCTION
On 8 July 1999 your Board announced that the Company has disposed of 21,034,000 ordinary shares of
SGD0.20 each representing 8.07% of the issued and paid-up capital of IPH for a total cash consideration of
SGD12,357,378.67. (equivalent to RM27,410,213.42)

The purpose of this Circular is to provide details and information pertaining to the Disposal and is intended for
your information only. No further action is required to be taken.

2. DETAILS OF THE DISPOSAL

2.1 Information on the Disposal

On 8 July 1999, KFCH announced that the Company has disposed of its substantial shareholding in
IPH amounting to a total of 21,034,000 ordinary shares of SGD0.20 each representing 8.07% of the
issued and paid-up capital of IPH in the open market for a total cash consideration of
SGD12,357,378.67 (equivalent to RM27,410,213.42) or at an average price of SGD0.59 (equivalent
to RM1.30) per share. The shares which were free from encumbrances were disposed of in the open
market between 24 June 1999 and 6 July 1999 at prices ranging from SGD0.51 (equivalent to RM1.13)
per share to SGD0.67 (equivalent to RM1.49) per share.

The IPH shares were acquired in 1993 at a total cost of RM17,504,721.02. Based on KFCH’s audited
accounts for the financial year ended 31 December 1998, the IPH shares were carried at their written
down value (after provision for diminution in value) of RM6,303,964.73. Following the Disposal, the
Company holds only 250 ordinary shares of SGD$0.20 each in IPH and has ceased to be a substantial
shareholder of IPH.

2.2 Information on IPH

Please refer to Appendix I.
3. RATIONALE FOR THE DISPOSAL
The Disposal has realised a capital gain of RM21,106,248.69 arising from the investment in the said IPH shares.
The proceeds from the Disposal has been utilised for working capital purposes.

In view of the capital gains realised, the Board of Directors of the Company is of the opinion that the Disposal
is in the best interest of the Company.

4. FINANCIAL EFFECTS OF THE DISPOSAL

The Disposal did not have any effect on the share capital of KFCH. Based on the audited accounts of the
KFCH Group as at 31 December 1999, the Disposal contributed a capital gain of RM21,106,248.69 towards
the earnings of the KFCH Group for the financial year ending 31 December 1999.

5. DIRECTORS’AND SUBSTANTIAL SHAREHOLDERS’INTERESTS

None of the Directors and substantial shareholders of KFCH and persons connected with the said Directors or
substantial shareholders of KFCH have any interest, direct or indirect, in the Disposal.

6. APPROVALS
The Disposal is not subject to the approval of the shareholders of the Company or any relevant government
authority.

7. FURTHER INFORMATION
Shareholders are requested to refer to Appendix II for further information.

Yours faithfully
For and on behalf of the Board
KFC HOLDINGS (MALAYSIA) BHD (65787-T)

HJ IZHAR BIN SULAIMAN

Executive Chairman
 APPENDIX I

INFORMATION ON IPH

1. History and business

The Company was incorporated in Singapore as a private limited company under the name of Colonel Sanders
Kentucky Fried Chicken Pte Ltd on 22 September 1973. On 1 February 1983, it was converted into a public
limited company under the name of Kentucky Fried Chicken (S) Ltd, operating the fast food franchise.

In 1986, after transferring the fast food business to a subsidiary, it became a holding management and
investment company, under its present name. In 1992, it divested the Kentucky Fried Chicken business. In
1993, it wrote off a substantial part of its losses by reducing the par value of its shares from $1 to $0.20 followed
by a rights issue. In 1996, it divested its paper trading business. In 1997, it divested its poultry processing
business in China.

The principal activities of the Group now are the franchising of the Shakey’s restaurant system. The Company
is an investment holding and management services company.

2. Share capital
The authorised, issued and paid-up share capital of IPH as at 31 March 2000 are as follows:-

SGD
Authorised
600,000,000 ordinary shares of SGD0.20 each 120,000,000

Issued and paid-up

312,600,769 ordinary shares of SGD0.20 each 62,520,154

3. Changes in issued and paid-up share capital

Details of the changes in the issued and paid-up share capital of IPH since incorporation are as follows:

Cumulative issued
Date of No. of shares and paid-up share
allotment allotted Par value Type of issue capital
S$ S$

22.09.1973 2 1.00 New issue 2.00

19.04.1976 249,998 1.00 New issue 250,000.00
09.07.1976 250,000 1.00 New issue 500,000.00
03.11.1977 500,000 1.00 New issue 1,000,000.00
20.12.1977 400,000 1.00 New issue 1,400,000.00
30.03.1979 700,000 1.00 New issue 2,100,000.00
08.03.1983 10,650,000 1.00 Bonus issue 12,750,000.00
27.04.1983 5,250,000 1.00 New issue 18,000,000.00
02.06.1988 4,000 1.00 Conversion of transferable
subscription rights (“TSR”) 18,004,000.00
27.01.1989 6,000 1.00 Conversion of TSR 18,010,000.00
23.02.1989 21,000 1.00 Conversion of TSR 18,031,000.00
09.03.1989 93,000 1.00 Conversion of TSR 18,124,000.00
17.04.1989 27,186,000 1.00 Rights issue 45,310,000.00
14.08.1989 2,000 1.00 Conversion of TSR 45,312,000.00
10.03.1990 333 1.00 Conversion of TSR 45,312,333.00
08.11.1990 13,167,000 1.00 Private placement 58,479,333.00
30.08.1993 Capital reduction 11,695,866.60
01.11.1993 1,009 0.20 Conversion of TSR 11,696,068.40
10.11.1993 21,333 0.20 Conversion of TSR 11,700,335.00
09.12.1993 146,254,187 0.20 Rights issue 40,951,172.40
12.01.1994 666 0.20 Conversion of TSR 40,951,305.60
23.02.1994 9,001 0.20 Conversion of TSR 40,953,105.80
09.03.1994 5,999 0.20 Conversion of TSR 40,954,305.60
21.03.1994 27,000 0.20 Conversion of TSR 40,959,705.60
04.04.1994 66,151 0.20 Conversion of TSR 40,972,935.80
 Cumulative issued
Date of No. of shares and paid-up share
allotment allotted Par value Type of issue capital
S$ S$

11.04.1994 139,000 0.20 Conversion of TSR 41,000,735.80

15.04.1994 406,333 0.20 Conversion of TSR 41,082,002.40
16.04.1994 10,037,647 0.20 Conversion of TSR 43,089,531.80
20.04.1994 798,666 0.20 Conversion of TSR 43,249,265.00
21.04.1994 1,330,831 0.20 Conversion of TSR 43,515,431.20
22.04.1994 4,042,613 0.20 Conversion of TSR 44,323,953.80
24.07.1995 15,200,000 0.20 Private placement 47,363,953.80
27.05.1999 23,681,000 0.20 Private placement 52,100,153.80
14.09.1999 52,100,000 0.20 Private placement 62,520,153.80

4. Subsidiaries and associated companies

The details of the subsidiaries and associated companies of IPH as at 31 March 2000 are as follows:

Date and Issued and Effective

country of paid-up equity
Name incorporation capital interest held Principal activities
%

Inno-Pacific Property Singapore SGD20,000 100.0 Investment holding

Holdings Pte Ltd
Inno-Pacific Intertrade Pte Ltd Singapore SGD16,525,000 100.0 Investment holding
Poon Guan Private Limited Singapore SGD5,000,000 100.0 Dormant
Jadensworth Holdings Pte Ltd Singapore SGD2 100.0 Investment dealing
Top-Text Sdn Bhd Malaysia RM25,000 90.0 Investment holding
Ocean Hope Investment Limited Hong Kong HK$1 100.0 Dormant
Inno-Pacific Recreation Pte Ltd Singapore SGD500,000 100.0 Management,
operations and
provision of
recreational and
other related services
Shakey’s Holdings Pte Ltd Singapore SGD27,795,379 88.9 Investment holding
Shakeys’s China Limited Hong Kong HK$2 88.9 Sub-licencing of
territorial licence rights
Shakey’s Asia Pacific Pte Ltd Singapore SGD2 88.9 Investment holding
and operation of
Shakeyís Pizza
Restaurants
Shakey’s International Limited Hong Kong US$7,279,999 88.9 Investment holding
and Shakey’s franchise
owner worldwide
except Japan, USA and
Canada
Shakey’s Middle East Ltd British US$400,000 88.9 Management of
Virgin Islands Shakey’s Restaurants
Shakey’s Philippines Inc Philippines Peso 250,000 88.9 Rendering services
and assistance to
Shakey’s Pizza
Restaurant System
franchisees in the
Philippines
Foods International Ltd British N/A 45.3 Dormant
Virgin Islands
Innopac Acquisition Incorporated USA US$3,090,000 88.9 Investment holding
 Date and Issued and Effective
country of paid-up equity
Name incorporation capital interest held Principal activities
%

Shakey’s Incorporated USA US$5,450,000 88.9 Franchise owner and

rendering services and
assistance to
franchisees
of Shakey’s Pizza
Restaurant System in
USA
Shakey’s of California, Inc USA US$627,000 88.9 Operator and
management of
Shakey’s restaurants
Shakey’s Putt N’Hoops Inc USA US$1,000 88.9 Playland with food
operations
Shakey’s Pizza Parlor Co. Inc USA N/A 88.9 Trading of restaurant
equipment
Shakey’s National USA N/A 88.9 Co-ordinates
Advertising Fund, Inc marketing
activities of the
Shakey’s Systems in
USA
Wyoming Shakey’s Pizza USA N/A 88.9 Dormant
Parlor No.4, Inc
Monarch Foods, Inc USA US$2,335,096 88.9 Investment holding
G&D Food, Inc USA N/A 88.9 Dormant
Shakey’s (Thailand) Thailand N/A 49.0 Dormant
Company Limited
Ben Franks International USA N/A 40.0 Dormant
Heritage Investment Corporation British US$1,000 100.0 Investment holding
Virgin Islands

Sources of Information : Corporate Information and Announcements of IPH extracted from the website of the
Singapore Stock Exchange, IPH and the 1998 Annual Report of IPH.

5. Substantial shareholders
The substantial shareholders (holding 5% or more of the issued and paid-up capital of IPH) according to the
Register of Substantial Shareholders as at 31 March 2000 are as follows:-

Country of Direct Indirect

Incorporation/ No. of shares No. of shares
Name Nationality held % held %

Bintang Piramid (M) Sdn Bhd Malaysia 43,379,000 13.88 - -

Lt Jen (K) Tan Sri Mohamed Malaysia - - 43,379,000 13.88
bin Ngah Said
Dato’Soh Chee Wen Malaysia - - 43,379,000 13.88

6. Directors
The Directors of IPH as at 31 March 2000 are as follows:-

Name Position of Directors

Dick Gwee Yow Pin Executive Director
Yin Kum Choy Executive Director
Dato’Soh Chee Wen Non-Executive Director
Dato’Moehamad Izat Bin Achmad Habechi Emir Non-Executive Director
Lew Foh Hin Non-Executive Director
Wong Wai Kin Non-Executive Director
Tong Keng Meng @ Melvin Tong Non-Executive Director
7. Directors’shareholding
The directors’ shareholding according to the Register of Directors’ Shareholdings as at 31 March 2000 are
as follows:-
Direct Interest Indirect Interest
Name No. of shares held % No. of shares held %
Dato’Soh Chee Wen - - 43,379,000 13.88
Tong Keng Meng @ Melvin Tong 7,281,000 2.33
Yin Kum Choy 1,000,000 0.32 - -
Dick Gwee Yow Pin 369,000 0.12 - -

8. Profit and dividend record

A summary of the results of the IPH Group on its audited and unaudited consolidated accounts for the past five
(5) years ended 31 December 1999 are set out below:-
Audited Unaudited
Year ended 31 December 1995 1996 1997 1998 1999
SGD’000 SGD’000 SGD’000 SGD’000 SGD’000

Turnover 182,001 70,645 15,171 9,637 14,020

Profit before taxation (3,150) (19,513) (10,565) (7,560) (1,742)

Taxation (1,435) 249 (143) (49) 23

Profit after taxation (4,585) (19,264) (10,708) (7,609) (1,719)

Profit after taxation and minority interest (4,386) (12,774) (8,176) (7,609) (1,719)
Extraordinary items 300 3,711 (21,000) (1,260) -

Net profit for the year (4,086) (9,063) (29,176) (8,869) (1,719)

Issued and paid-up share capital (SGD’000) 47,364 47,364 47,364 47,364 62,520
Weighted average number of ordinary share
in issue (‘000) 227,953 236,820 236,820 236,820 266,444
Net earnings per share (sen) based on net
profit after taxation over the weighted
number of ordinary shares in issue (1.9) (5.4) (3.5) (3.2) (0.6)
Gross dividend rate (%) - - - - -

The details of the extraordinary items are as follows:-

Write-off of investment in and/or amounts owing
by subsidiary companies - (3,551) (3,900) (45) -
Write-off of investment in and/or amounts owing
by associated companies - (1,143) (55) (547) -
Gain on the disposal of subsidiary company - - - 17 -
Loss on disposal of long term investments - - - (691) -
Aborted rights issue expenses written
back/written off - - (697) 6 -
Provision for non-recovery of deposit - - (404) - -
Provision for diminution in value of long term
investment - - (15,935) - -
Overprovision of management fee 491 - - - -
Loss on sale of other investments (net) - - - - -
Cost associated with write-off of assets on
discontinued basis (15) - - - -
Profit/(loss) on sale of subsidiary and
associated companies (net) (176) 8,405 - - -

300 3,711 (21,000) (1,260) -

Notes :
(i) The divestment of its subsidiary involved in paper trading due to poor performance contributed to a
sharp reduction in turnover in 1996.

(ii) The increase in loss after tax and extraordinary items in 1997 was due to a provision for diminution in
value of its unit trust investments in Malaysia.

(iii) The lower turnover for 1998 can be attributable to the divestment of its entire poultry processing
operations in mid-1997. The divestment also lead to a lower after-tax loss as compared to 1997.

(iv) The increase in turnover for 1999 can be attributable to the sale and assignment of the Shakey’s Marks
and Systems in the Philippines territory amounting to SGD5million.

9. Historical share prices

The monthly high and low prices of IPH ordinary shares as traded on the Singapore Stock Exchange for the
past 12 months from April 1999 to March 2000:-

High Low
SGD SGD
1999
April 0.22 0.14
May 0.37 0.18
June 0.69 0.28
July 0.67 0.36
August 0.44 0.30
September 0.39 0.30
October 0.33 0.28
November 0.37 0.30
December 0.34 0.28

2000
January 0.35 0.27
February 0.33 0.28
March 0.35 0.27

Source : Bloomberg

The last transacted price prior to the announcement of the said disposal on 8 July 1999 was SGD0.51 per share
while the last transacted price prior to the printing of this Circular on 8 June 2000 was SGD0.27 per share.

10. The latest unaudited accounts of the IPH Group for the financial year ended 31 December 1999 as
extracted from its announcement to the Singapore Stock Exchange.

Please refer to Attachment I.

 APPENDIX II

FURTHER INFORMATION

1. DIRECTORS’ RESPONSIBILITY
This Circular has been seen and approved by the Directors of KFCH who collectively and individually
accept full responsibility for the accuracy of the information given and confirm that after making all
reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the
omission of which, would make any statement herein misleading.

2. MATERIAL CONTRACTS
Save as disclosed below, neither KFCH nor any of its subsidiary companies has entered into any material
contracts outside the ordinary course of business within the two (2) years preceding the date of this
Circular:

2.1 Sale and Purchase Agreement dated 18 February 1998 between Tan Kock Leong and KFC
(Peninsular Malaysia) Sdn Bhd (“KFCPM”), a wholly-owned subsidiary company of KFCH, for
the acquisition by KFCPM of a piece of leasehold land (99 years expiring 16 June 2065) held under
leasehold title Pajakan Negeri 7325, Lot No. 51, Section 17 (originally known as Q.T.(R) 1399
L.O. No. PJ. 1603/62), Town of Petaling Jaya, District of Petaling, State of Selangor measuring
approximately 14,198 square feet together with a double-storey residential bungalow erected
thereon for a cash consideration of RM1,900,000;

2.2 Supplemental Deed dated 26 February 1998 between Rasa Sayang Holdings Limited, Citibank
Malaysia (L) Limited, the Bank of Tokyo-Mitsubishi Limited, Labuan Branch, the Dai-Ichi
Kangyo Bank Limited, Labuan Branch, The Fuji Bank Limited, Labuan Branch, KFCH and
Citibank Berhad relating to certain amendments to the Loan Agreement dated 18 December 1997
for a United States $20,000,000 Transferable Loan Certificates Facility;

2.3 Share Sale Agreement dated 15 May 1998 between Lintan Enterprise Sdn Bhd and KFC (East
Malaysia) Sdn Bhd (“KFCEM”), a wholly-owned subsidiary company of KFCH, for the
acquisition by KFCEM of 73,500 ordinary shares of RM1.00 each in KFC (Sabah) Sdn Bhd for a
total cash consideration of RM2,107,001.15;

2.4 Sale and Purchase Agreement for Shares dated 31 July 1998 between Ong Yoke Kee, Tan Ten Sing,
Hibino Haruyuki and KFCH for the acquisition of 520,000 ordinary shares of RM1.00 each
representing an equity interest of 50.98% in Hiei Food Industries Sdn Bhd for a total cash
consideration of RM728,000;

2.5 Rescission and Revocation Agreement dated 10 August 1998 between KFCH and Idris Hydraulic
(Malaysia) Bhd (“IHMB”) to rescind and revoke the disposal of Wisma Idris (“the property”) by
KFCH to IHMB. Under this Agreement, KFCH and IHMB have agreed by mutual consent to
rescind and revoke the agreements to which they are parties and to release and discharge each other
from their respective performances of all covenants, obligations and undertakings under the terms
and conditions of the earlier agreements. In addition, Idris covenants and undertakes to procure
the discharge of any existing charge over the property and do all acts necessary and required for
the valid registration of the property in favour of KFCH by 30 September 1998;

2.6 Second Supplemental Deed dated 17 March 1999 between Rasa Sayang Holdings Limited,
Citibank Malaysia (L) Limited, the Bank of Tokyo-Mitsubishi Limited, Labuan Branch, the Dai-
Ichi Kangyo Bank Limited, Labuan Branch, The Fuji Bank Limited, Labuan Branch, KFCH and
Citibank Berhad relating to certain amendments to the Loan Agreement dated 18 December 1997
for a United States $20,000,000 Transferable Loan Certificates Facility;

2.7 Second Supplemental Deed Poll dated 15 July 1999 executed by KFCH pertaining to the
amendments to the Deed Poll dated 3 August 1996 and Supplemental Deed Poll dated 19 May
1997 constituting the 37,353,050 detachable warrants issued together with the RM150,000,000
nominal amount of Al’Bai Bithaman Ajil Islamic Debt Securities 1996/2001; and
 2.8 Letter of Extension dated 2 May 2000 pertaining to the Rescission and Revocation Agreement dated
10 August 1998 between KFCH and Idris Hydraulic (Malaysia) Bhd (“IHMB”) referred to in
paragraph 2.5 above whereby KFCH has agreed to extend the completion of the Agreement to
30 September 2000 or upon finalisation of the CDRC restructuring exercise by IHMB, whichever is
earlier and subject to further extension to be mutually agreed upon, if necessary.

3. MATERIAL LITIGATION
Neither KFCH nor any of its subsidiary companies is involved in any material litigation either as
plaintiff or defendant as at the date of this Circular and the Directors do not have any knowledge of
any proceedings pending or threatened against KFCH or its subsidiary companies or of any facts likely
to give rise to any proceedings which might materially affect the position of KFCH and its subsidiary
companies.

4. MANAGEMENTAGREEMENTS AND SERVICE CONTRACTS

There are no management agreements or service contracts entered into by the KFCH Group as at the date of
this Circular.

5. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection during normal office hours (except public
holidays) at the registered office of KFCH from the date of this Circular up to 14 days from the date of this
circular:

i) Memorandum and Articles of Association of KFCH;

ii) Audited accounts of KFCH Group for the past three (3) financial years ended 31 December 1999;

iii) Material contracts referred to in paragraph 2 above;

iv) Audited accounts of the IPH Group contained in the Annual Reports of IPH for the past three (3)
financial years ended 31 December 1998;

v) Announcement of IPH to the Singapore Stock Exchange on the Pro-Forma Full Year Financial
Statement and Dividend Announcement for the year ended 31 December 1999.
 ATTACHMENT I
Full Year Statement
Company Announcements

INNO-PACIFIC HOLDINGS LTD

Proforma Full Year Financial Statement And Dividend Annoucement

Full-year financial statement on consolidated results for the year ended 31st December 1999. These figures have not
been audited.
Group Company
S$’000 % S$’000 %
1999 1998 Change 1999 1998 Change
1.(a) Turnover 14,020 9,637 45% 0 0 0
1.(b) Investment income 915 8 nm 3,000 0 nm
1.(c) Other income including 427 782 -45% 542 654 -17%
interest income

2.(a) Operating (loss)/profit (263) (5,373) -95% (1,315) (1,224) 7%

before income tax, minority
interests, extraordinary items,
interest on borrowings,
depreciation and amortisation,
foreign exchange (loss) and
exceptional items
2.(b)(i) Interest on borrowings (139) (222) -37% (80) 0 nm
2.(b)(ii) Depreciation and amortisation (1,312) (1,582) -17% (81) (53) 53%
2.(b)(iii)Foreign exchange (loss) (28) (383) -93% (9) (389) -98%
2.(c) Exceptional items 0 0 0 0 0 0
2.(d) Operating (loss) before income (1,742) (7,560) -77% (1,485) (1,666) -11%
tax, minority interests and
extraordinary items, but after
interest on borrowings,
depreciation and amortisation,
foreign exchange (loss) and
exceptional items
2.(e) Income derived from 0 0 0 0 0 0
associated companies
2.(f) Less income tax 23 (49) -147% 0 0 0
2.(g)(i) Operating profit after tax before (1,719) (7,609) -77% (1,485) (1,666) -11%
deducting minority interests
2.(g)(ii) Less minority interests 0 0 0 0 0 0
2.(h) Operating (loss) after tax (1,719) (7,609) -77% (1,485) (1,666) -11%
attributable to members of
the company
2.(i)(i) Extraordinary items 0 (1,260) -100% 0 (5,860) -100%
2.(i)(ii) Less minority interests 0 0 0 0 0 0
2.(i)(iii) Extraordinary items attributable 0 (1,260) -100% 0 (5,860) -100%
to members of the company
2.(j) Operating (loss) after tax and (1,719) (8,869) -81% (1,485) (7,526) -80%
extraordinary items attributable
to members of the company
Group
Latest year Previous year
3.(a) Operating (loss)[2(g)(i) above] as a percentage of turnover (12.26)% (78.96)%
[1(a) above]
3.(b) Operating profit [2(h) above] as a percentage of issued capital (4.36)% (44.52)%
and reserves at end of year
3.(c) Earnings per ordinary share for the year based on 2(h) above
after deducting any provision for preference dividends :-
3.(c)(i) Based on existing issued share capital ($0.006) ($0.03)
 Group
Latest year Previous year
3.(c)(ii) On a fully diluted basis N/A N/A
3.(d) Net tangible asset backing per ordinary share $0.13 $0.07

nm = not meaningful

Loss per share is based on the weighted average of 266,444,259 shares after adjusting for 75,781,000 shares issued
during the year under two private placements (1998:236,819,769).

Net tangible asset backing per ordinary share is calculated based on 312,600,769 shares in issue as at 31 December 1999
(1998: 236,819,769). Net tangible assets include Shakey’s trademark rights of $2.76 million (1998:$3.37 million).

Group Company
S$’000 S$’000 % S$’000 S$’000 %
1999 1998 Change 1999 1998 Change
4.(a) Sales reported for first half year 4,653 5,069 -8% 0 0 0
4.(b) Operating(loss)/profit (942) (2,954) -68% (1,004) (1,316) -24%
[2(g)(i) above] reported
for first half year
4.(c) Sales reported for second 9,367 4,568 105% 0 0 0
half year
4.(d) Operating (loss)/profit (777) (4,655) -83% (481) (350) 37%
[2(g)(i) above] reported
for second half year

5.(a) Amount of any adjustment for under or overprovision of tax in respect of prior years
The Group’s tax charge for the year does not include any significant adjustment for under or over
provision in respect of prior year.

5.(b) Amount of any pre-acquisition profits

The results do not include any pre-acquisition profits.

5.(c) Amount of profits on any sale of investments and/or properties

Sale of investments/properties $Profit/(Loss)
Nil 0

5.(d) Any other comments relating to Paragraph 5

Nil

6. Segmental Results
Profit/(Loss) before
Turnover interest (excluding share
of associates results)

1999 1998 1999 1998

S$’000 S$’000 S$’000 S$’000
(a) By business activity
Restaurants and franchising 13,922 9,480 2,908 (4,673)
General trading and others 98 157 (772) (257)
Investment/management and financial services - - (3,993) (2,756)

14,020 9,637 (1,857) (7,686)

(b) By geographical locations by destinations
Singapore 263 257 (5,396) (3,930)
Other Asian countries and Middle East 5,863 827 4,234 (880)
USA and Mexico 7,894 8,553 (695) (2,876)

14,020 9,637 (1,857) (7,686)

7. Review of the performance of the company and its principal subsidiaries
Group turnover, mainly from Shakey’s operations, increased by 45% from S$9.6 million to S$14 million.
The Group loss before tax decreased from S$7.6 million last year to S$1.7 million for the year under review.
Included in turnover was the sale and assignment of the Shakey’s Marks and Systems in the Philippines
territory amounted to S$5 million which also explained the better performance for the financial year.

Subsequent event
Pursuant to a proposed enbloc sale of Cairnhill Court, the Company’s wholly-owned subsidiary,
Inno-Pacific Property Holdings Pte Ltd has on 10 February 2000, entered into Sale and Purchase
Agreement with Glenfield Investments Pte Ltd to sell the property at #06-32 Cairnhill Court,
Singapore, collectively with the other owners of Cairnhill Court.

On 3 March 2000, the Company announced that it had entered into two conditional Sale and
Purchase Agreements with:

i) Tan Gee Beng Pte Ltd, Tan Sou Hiun and Carl Leng Forsell for the acquisition of DSJ Pte
Ltd, a Singapore incorporated company that owns an office cum shopping complex in
Wellington, New Zealand; and

ii) Sugianto Kusuma and Lim Lee Phing for the acquisition of Kapok Permai Pte Ltd and
Rebecca Pte Ltd that own office units #22-01/02/03/04/05 and #24-04/05/06 respectively
at Shenton House, No 3 Shenton Way, Singapore.

The Company also announced on 6 March 2000 that it has entered into a Share Subscription
Agreement and a Shareholders’ Agreement (the “Agreements’’) to subscribe twenty percent
(20%) of the issued shares in the capital of IMTV Pte Ltd (“IMTV”). Under the
Agreements, the Company will subscribe 1,250,000 shares of par value S$0.01 each in
IMTV at S$0.10 per share and to advance S$875,000 to IMTV for additional working
capital.

In the opinion of the Directors, no item, transaction or event of a material nature has arisen
which would affect substantially the results of the Company or the Group for the period
from the end of the financial year under review to the date of this report.

8. Commentary on current year prospects

If the above acquisitions are successful and depending on the completion date, the Group will only be
able to recognise a few months’ contributions to the current year results. The full impact from these
acquisitions are expected in year 2001. The sale and assignment of the Shakey’s Marks and Systems
in the Philippines territory amounted to S$5 million is not a recurring income. In view of the above,
barring any unforeseen circumstances, the Directors do not expect improved results for the current year
but will nevertheless use their best endeavor to maintain comparable results to that of the previous year.

9. Dividend
(a) Any dividend declared for the present financial period? None
(b) Any dividend declared for the previous corresponding period? None
(c) Total Annual Dividend
Latest Year Previous Year
Ordinary 0 0
Preference 0 0
Total 0 0

(d) Date payable

NIL

(e) Books closing date

NIL

(f) Any other comments relating to Paragraph 9

NIL
10. Balance sheet
Group Company
S$’000 S$’000

1999 1998 1999 1998

Fixed assets 5,699 5,562 615 109

Subsidiary companies - - 22,638 14,445
Associated companies 8,758 26 8,737 -
Deferred expenditure 65 78 - -
Trademark 2,762 3,371 - -
Long-term investments 16 16 16 16
Other receivable 340 484 - -
Current assets 29,627 14,728 14,807 9,532
Current liabilities (6,011) (5,573) (1,236) (1,259)
Long-term liabilities (1,787) (1,525) (280) -

NET ASSETS 39,469 17,167 45,297 22,843

Share capital 62,520 47,364 62,520 47,364

Share premium 40,903 32,120 40,903 32,120
Capital reserve 328 328 - -
Accumulated losses (65,842) (64,123) (58,126) (56,641)
Foreign currency translation 1,479 1,402 - -

SHARE CAPITALAND RESERVES 39,388 17,091 45,297 22,843

Minority interests 81 76 - -

39,469 17,167 45,297 22,843

Certain comparative figures have been reclassified to conform with current year’s presentation.

11. Details of any changes in the company’s issued share capital

On 27 May 1999, 23,681,000 ordinary shares of S$0.20 each were issued for cash at S$0.20 per share
under a placement and on 14 September 1999, 52,100,000 ordinary shares of S$0.20 each were issued
for cash at S$0.38 per share under a second placement.

12. Comparative figures of the group’s borrowings and debt securities

(a) Amount repayable in one year or less, or on demand
As at 31/12/1999 As at 30/06/1999
Secured Unsecured Secured Unsecured
S$147,000 S$0 S$147,000 S$0

(b) Amount repayable after one year

As at 31/12/1999 As at 30/06/1999
Secured Unsecured Secured Unsecured
S$1,230,000 S$0 S$1,265,000 S$0

(c) Any other comments relating to Paragraph 12

NIL

13. Year 2000 Report

The Group is pleased to report that it has successfully cross over the year 2000 as well as 29 February 2000.

BY ORDER OF THE BOARD

CHEW KOK LIANG

HELEN THOMAS
SECRETARIES
27/03/2000