1. INTRODUCTION

The Board of Directors of BHB is pleased to announce that BHB, had on 16 January 2014, entered into a Memorandum of Understanding (“MOU”) with Labuan Halal Hub Sdn Bhd (“LHH”) to produce and supply Halal meals to offshore oil platforms and vessels, and distributing Brahim’s ready-to-eat meals and cooking sauces to East Malaysia and Brunei.  BHB will also collaborate with LHH to provide technical support in the management of Halal process and accreditation to new overseas markets developed by LHH.

2. INFORMATION ON LHH

2.1 LHH

LHH was established by Perbadanan Labuan to invest and expand in the Halal Industry in line with the growing demand for Halal food and services in Asia.  LHH is a company carrying on the business, inter alia, as a developer and operator of the Labuan Halal Hub, promotion of the certification of “Halal” on halal products and services by competent   authorities and cooperation or collaboration with any entities and ventures on the tracing, tracking and verification system of Halal products and services through electronic means or otherwise and other related services within the concept of Halal business.

3. SALIENT TERMS OF THE MOU

The salient terms of the MOU, which include amongst others, are as follows:

(a)  Halal Meals production for supply to offshore oil platforms and vessels in and around Labuan and including companies operating from the Labuan Asian Supply Base premises.

(b)  Working jointly with LHH to supply a range of ready-to-eat-meals and other varieties of Brahim’s Sauces and meal helpers and marketing and distributing in East Malaysia including Brunei.

(c)  Providing technical support and working jointly with LHH in the management of Halal processes and accreditation for China’s domestic and export markets.

(d)  Special partner to LHH as technical support provider in LHH halal development projects within and beyond Malaysia.

(e)  Working jointly with LHH on the operations of the Halal Hub Warehouse.

The MOU shall remain in effect from 1 January 2014 to 31 December 2014 unless earlier terminated in accordance with the provision of the MOU.

4. RATIONALE

The objective of the MOU is to form a strategic business alliance and business collaboration to explore ways and draw on the inherent synergies of the respective parties, i.e. BHB and LHH to gain new market share in Halal food catering for offshore vessels and platforms and to generate value-added ventures for Halal Hub operations in the Asia Pacific region.

5. EFFECT OF THE MOU

The MOU is not expected to immediately have material effects on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of BHB for the financial year ending 31 December 2014.

6. INTEREST OF MAJOR SHAREHOLDERS AND DIRECTORS

Save for Datuk Ibrahim bin Haji Ahmad, who is a major shareholder and the Executive Director of BHB, as well as a major shareholder and Director of Dewina Food Industries Sdn. Bhd. which produces the Brahim’s brand of halal sauces and ready-to-eat rice meals, none of the other directors and/or major shareholders of BHB and/or persons connected to them have any interest, direct or indirect, in the MOU.

7. DIRECTOR’S STATEMENT

The Board of Directors of BHB, having considered the rationale and terms of the MOU, is of the opinion that the MOU is in the best interest of the Company.

8. DOCUMENTS FOR INSPECTION

A copy of the MOU is available for inspection at the registered office of the Company located at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours on Mondays to Fridays (except Saturdays, Sundays and Public Holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 16 January 2014.

1. 1.               INTRODUCTION

The Board of Directors of BHB is pleased to announce that BHB, had on 6 January 2014, entered into a Collaboration Agreement (“CA”) with ANA Holdings Inc (“ANA”) to produce halal Japanese cuisine for in-flight catering in Japan and to consider the establishment of a joint venture for a Halal flight kitchen in Narita and Haneda Airports, Tokyo, Japan.

1. 2.               INFORMATION ON ANA

2.1    ANA

ANA is a public listed company incorporated in Japan. The principal businesses of ANA comprised of provision of air transportation (via All Nippon Airways Co., Ltd) and travel services. The air transportation business includes in-flight food purchasing, which is operated through its subsidiary, ANA Catering Service Co., Ltd (“ANAC”).

1. 3.               SALIENT TERMS OF THE CA

              The salient terms of the CA, which include amongst others, are as follows:

(a)            “Washoku-Japanese collaboration at BHB“: ANA, through ANAC, is keen on supervising and promoting Washoku-Japanese, not only on in-flight cuisine to be served on airlines, but also on Japanese food menus in general by making full utilization of BHB’s production in line with Brahim’s brand name. Further, ANA is considering the opportunity to procure Japanese food, such as Japanese style curry produced by BHB, for supply on ANA’s Asian routes;

             [Washoku means Japanese Cuisine]

(b)            Halal kitchen at ANAC: ANAC is keen on collaborating with BHB, exclusively for concerned foreign carriers landing in Narita and Haneda airports in Japan, to supply Halal in-flight meals with the utilisation of ANAC’s existing facility in the early stage. As the business grows, both Parties will consider the establishment of a joint venture for the stage of expansion of the facility;

(c)            Marketing of Brahim’s Products in Japan: BHB, via its affiliate Dewina Food Industries Sdn. Bhd. (“DFI”), is also in the business of producing a range of packagedready-to-eat-meals of Asian cooking sauces and condiments which consist of selected herbs, spices and natural ingredients, including without limitation, Brahim’s Malaysian Nyonya Sauce, Brahim’s Spicy Tomato Sauce, and Brahim’s chicken curry with potatoes (collectively known as “Brahim’s Products and Sauces”). BHB, via DFI,is desirous to market and distribute its products in Japan through its branch in Japan, Brahim’s Food Japan Co. Ltd., with the assistance of ANA Trading Co Ltd as thedistributor in Japan;

(d)           Supply of BHB Products to hotels in Japan: IHG-ANA, a joint venture between InterContinental Hotels Group and ANA, operates ANA InterContinental, ANA Crowne Plaza, and ANA Holiday Inn throughout Japan, and is keen on the procurement of Brahim’s Products and Sauces to be served to Muslim guests through Brahim’s Food Japan Co,. Ltd;

(e)            Both parties need not activate their collaboration in all areas at the same time, such as, they may activate Clause 3(c) and (d) above as soon as possible; and

(f)             In respect to the area of collaboration stated in Clause 3(a) and (b) above, both parties will have three (3) months of exclusivity (from the date of the Agreement) to mutually agreed upon and entered into more definitive and specific agreements relating to these areas for a term of five (5) years extendable by mutual agreement for another five (5) years, failing which, at the end of three (3) months, the exclusivity as it relates to both parties dealing only with each other or to the place (i.e. Narita and Haneda) will end.

For the avoidance of doubt, the areas of collaboration stated above are mutually independentas, if both parties do not finalise or consummate their collaboration in one area, it will not affect their collaboration in other areas.

The CA shall remain in effect for a period of one (1) year from the date of the CA unless earlier terminated in accordance with the provision of the CA.

1. 4.               RATIONALE

The objective of the CA is to form a strategic business alliance and business collaboration to explore ways and draw on the inherent synergies of the respective parties, i.e. BHB and ANA to gain new market share in Halal flight catering, increased distribution and positioning in the Asia Pacific region to tap the Halal food market in both Japan and Malaysia and other parts of Asia.

1. 5.               EFFECT OF THE CA

The CA is not expected to immediately have material effects on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of BHB for the financial year ending 31 December 2014.

1. 6.               INTEREST OF MAJOR SHAREHOLDERS AND DIRECTORS

Save for Datuk Ibrahim bin Haji Ahmad, who is a major shareholder and the Executive Director of BHB, as well as a major shareholder and director of DFI, none of the other directors and/or major shareholders of BHB and/or persons connected to them have any interest, direct or indirect, in the CA.

1. 7.               DIRECTOR’S STATEMENT

The Board of Directors of BHB, having considered the rationale and terms of the CA, is of the opinion that the CA is in the best interest of the Company.

1. 8.               DOCUMENTS FOR INSPECTION

A copy of the CA is available for inspection at the registered office of the Company located at 10^th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours on Mondays to Fridays (except Saturdays, Sundays and Public Holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 7 January 2014.

Further to our announcement on 25 November 2013, the Board of Directors of the Company wishes to update the outcome of the hearing in the High Court for the case of Arqan Niaga Sdn Bhd vs Admuda Sdn Bhd held on 12 December 2013, that the Judge had ordered a permanent stay of the winding up order dated 1 November 2013.

The Court’s orders are as follows:-

1)         That the winding up order of 1 November 2013 against Admuda Sdn Bhd (“the Respondent”) be permanently stayed pursuant to Section 243 of the Companies Act, 1965;

2)         That the winding up petition dated 15 May 2013 is struck off without liberty to file afresh; and

3)         That the Respondent is to pay RM5,000.00 as costs to the Liquidators within 2 weeks of the issuance of the sealed order.