Details of Announcement

Type	:	Announcement
Subject	:	KIA LIM BERHAD ("KLB") ~ EXTRAORDINARY GENERAL MEETING ("EGM")

Contents :

On behalf of the Board of Directors of KLB, we are pleased to announce that all the following resolutions tabled at the EGM held on 25 October 2005 have been duly passed by the Shareholders:

ORDINARY RESOLUTION 1
- Proposed renounceable rights issue of up to 8,915,800 new ordinary shares of RM1.00 each in the capital of the Company (the “Rights Shares”) together with up to 8,915,800 new free detachable warrants (the “Warrants”) at an issue price of RM1.00 for one (1) Rights Share together with one (1) Free Warrant on the basis of one (1) Rights Share together with one (1) Free Warrant for every five (5) existing ordinary shares held as at the record date to be determined (The “Proposed Rights Issue with Warrants”)

RESOLVED:

THAT subject to the approval of the Securities Commission and any other relevant parties and authorities and subject to the approval-in-principle of the Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing of and quotation for the Rights Shares and the admission of the Warrants to the Official List of Bursa Securities and the listing of and quotation for the Warrants and the new shares in the Company to be issued pursuant to the exercise of the Warrants, being obtained, approval be and is hereby given for the Directors of the Company to undertake and implement the Proposed Rights Issue with Warrants and:-
(a) to allot (whether provisionally or otherwise) and issue by way of a renounceable rights issue to the shareholders of the Company (the “Entitled Shareholders”) whose names appear on the Record of Depositors maintained by the Bursa Malaysia Depository Sdn. Bhd. as at the record date (the “Record Date”) to be determined by the Directors of the Company as they deem fit and expedient and to be announced later or their renouncees, up to 8,915,800 Rights Shares at an issue price of RM1.00 for one (1) Rights Share, payable in full upon acceptance, together with one (1) free detachable Warrant on the basis of one (1) Rights Shares together with one (1) free Warrants for every five (5) existing ordinary shares held in the capital of the Company and that the Rights Shares shall upon allotment and issue rank pari passu in all respects with the then existing ordinary shares in the capital of the Company except that the Rights Shares shall not rank for or be entitled to any dividends, rights, allotments or other distributions made or declared on or before the Record Date;

(b) to allot and issue to the Entitled Shareholders or their renouncees, free of charge, up to 8,915,800 detachable Warrants constituted or to be constituted by a deed poll executed or to be executed by the Company (the “Deed Poll”) on the basis of one (1) free Warrant for every one (1) Rights Share allotted and issued to such Entitled Shareholders or their renouncees under (a) above where subject to the provisions, terms and conditions of the Deed Poll, each warrant shall entitle its holder at any time during the period of ten (10) years from the date of issue of the Warrants to subscribe for one (1) new share in the capital of the Company at an indicative exercise price of RM1.00 each;

(c) to allot and issue such further warrants required or permitted to be constituted and issued under or pursuant to the Deed Poll and forming part of the same series with the Warrants (the “Further Warrants”); and

(d) to allot and issue the appropriate number of new ordinary shares of RM1.00 each in the capital of the Company to the holders of the Warrants and the Further Warrants in connection with and arising from the exercise of the subscription rights represented by the Warrants and the Further Warrants and that such new ordinary shares issued upon the exercise of the subscription rights represented by the Warrants and the Further Warrants as aforesaid shall rank pari passu in all respects with the then existing ordinary shares in the capital of the Company except that such new shares shall not rank for or be entitled to any dividends, rights, allotments or other distributions made or declared on or before the relevant record date prior to the exercise of the subscription rights;

AND THAT:-

(a) any fractions shall be disregarded and shall be dealt with by the Directors of the Company as they deem fit; and

(b) excess Rights Shares with Warrants not taken up shall be made available for excess share applications by the Entitled Shareholders and/or their renouncees;

AND FURTHER THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed Rights Issue with Warrants upon such terms and conditions as the Directors shall deem fit with full power to (i) execute such agreements, instruments and documents as the Directors shall deem necessary, expedient or advisable in respect of the Proposed Rights Issue with Warrants (including but not limited to the execution and entry into of the Deed Poll for the purpose of constituting the Warrants) and to assent or give effect to any variations, modifications and amendments to the provisions, terms and conditions thereof (including but not limited to the principal and fundamental terms and conditions of the Warrants and the said Deed Poll) in any manner required by the relevant authorities and (ii) to do all things and to take all steps as the Directors shall deem necessary, expedient or advisable in order to implement, finalise and give full effect to the Proposed Rights Issue with Warrants and to constitute, issue and allot the Warrants.

ORDINARY RESOLUTION 2
- Proposed debt restructuring scheme (The “Proposed DRS”)

RESOLVED:
THAT subject to (i) the passing of the Ordinary Resolution No. 1 and (ii) the approval of the Securities Commission and any other relevant parties and authorities (including the approval-in-principle of the Bursa Securities for the listing of and quotation for the new shares in the Company to be issued pursuant to the Proposed DRS and the new shares in the Company to be issued upon the conversion of the Redeemable Convertible Secured Loan Stocks to be issued pursuant to the Proposed DRS), being obtained, approval be and is hereby given for the Directors of the Company to undertake the Proposed DRS with RHB Bank Berhad (“RHB”) and Malaysian Industrial Development Finance Berhad (“MIDF” and together with RHB, the “Participating Bankers”) in accordance with the Debt Restructuring Agreement dated 3 October 2005 (the “DRA”) for the settlement of outstanding principal sums as at 31 December 2002 (“Cut-Off Date) amounting to RM39,290,000 and outstanding interests as at Cut-Off Date up to 31 December 2003 amounting to RM5,377,924 owing by Syarikat Kia Lim Kilang Batu Bata Sdn Bhd. (“KLBB”) and Kangkar Raya Batu Bata Sdn Bhd (“KRBB”), the subsidiaries of the Company, to the Participating Bankers by way of:-