CIRCULAR TO SHAREHOLDERS in relation to the PROPOSED ...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD
CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISER IMMEDIATELY.
If you have sold or transferred all your shares in Yi-Lai Berhad (516043-K) (“YLB” or “Company”), you should at
once hand this Circular together with the attached Form of Proxy to the agent through whom you effected the sale
and transfer for transmission to the purchaser or transferee.
Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Share Buy-Back Circular prior to its
issuance as it is an exempt circular. Bursa Securities takes no responsibility for the contents of this Circular, makes
no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
(Incorporated In Malaysia)
(Company No. 516043-K)
CIRCULAR TO SHAREHOLDERS
in relation to the
PROPOSED SHARE BUY-BACK SCHEME OF YLB TO PURCHASE ITS OWN ORDINARY
SHARES OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY
(“Proposed Share Buy-Back”)
and
EXTRACT OF NOTICE OF SIXTH ANNUAL GENERAL MEETING
The extract of the Notice of Sixth Annual General Meeting of Yi-Lai Berhad to be held at Lot 7020, Batu 23,
Jalan Air Hitam, 81000 Kulai, Johor Darul Ta’zim on Thursday, 18 May 2006 at 10.00 a.m. or any adjournment
thereof, together with the Form of Proxy are enclosed in this Circular. The Form of Proxy must be lodged at the
Registered Office of the Company at Suite 14A2, Level 14, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor
Darul Ta’zim not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the
Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently
wish to do so.
Last day and time for lodgement of Form of Proxy : Tuesday, 16 May 2006 at 10.00 a.m.
Date and time of Sixth Annual General Meeting : Thursday, 18 May 2006 at 10.00 a.m.
This Circular is dated 25 April 2006

DEFINITIONS
In this Circular unless where the context otherwise requires the following words, terms and expressions shall have the
following meanings:
Meaning
“Act” : Companies Act, 1965 as may be amended, modified or re-enacted from
time to time
“AGM” : Annual General Meeting
“Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W)
“Code” : Malaysian Code on Take-Overs and Mergers, 1998 as may be amended,
modified or re-enacted from time to time
“Directors” or the “Board” : The Board of Directors of YLB
“EPS” : Earnings per share
“Listing Requirements” : Listing Requirements of Bursa Securities
“NTA” : Net Tangible Assets
“Proposed Share Buy-Back” : Proposed share buy-back scheme to purchase our own ordinary shares
of up to 10% of our issued and paid-up ordinary share capital
“RM” : Ringgit Malaysia
“SC” : Securities Commission
“SC Act” : Securities Commission Act, 1993
“WAMP” : Weighted average market price
“YLB” or the “Company” : Yi-Lai Berhad (516043-K)
“YLB Group” or the “Group” : YLB and its subsidiary companies, collectively
“YLB Shares” or “shares” : Ordinary shares of RM0.50 each in YLB
Any reference to “we”, “us” and “our” in this Circular is a reference to our Company, our Group or any member of our
Group as the context requires.
Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine
gender shall, where applicable, include the feminine gender and vice versa. References to persons shall include corporations.
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CONTENTS
A. LETTER FROM THE BOARD TO THE SHAREHOLDERS OF YLB CONTAINING:
Section Page
1. Introduction 1
2. Details of the Proposed Share Buy-Back 2 - 5
3. Rationale for the Proposed Share Buy-Back 5
4. Effects of the Proposed Share Buy-Back 5 - 8
5. Conditions of the Proposed Share Buy-Back 8
6. Directors’ and Substantial Shareholders’ Interests 8
7. Directors’ Recommendation 8
8. AGM 8 - 9
9. Further Information 9
B. APPENDIX
I. Further Information 10
C. EXTRACT OF NOTICE OF SIXTH ANNUAL GENERAL MEETING Enclosed
D. FORM OF PROXY Enclosed
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Directors:
Encik Zabidi bin Md Zain (Chairman)
Mr Lim Oon Kok (Managing Director)
Mr Hsieh Yu-Tien (Executive Director)
Mr Ong Kheng Swee (Independent Non-Executive Director)
Mr Ong Chin Lin (Independent Non-Executive Director)
To our Shareholders
Dear Sir/Madam,
Registered Office:
Suite 14A2, Level 14
Menara Ansar
65 Jalan Trus
80000 Johor Bahru
Johor Darul Ta’zim
25 April 2006
PROPOSED SHARE BUY-BACK SCHEME OF YLB TO PURCHASE ITS OWN ORDINARY SHARES OF UP
TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY
1. INTRODUCTION
(Incorporated In Malaysia)
(Company No. 516043-K)
On 7 April 2006, we announced our intention to seek our shareholders’ approval to purchase up to 10% of our
issued and paid-up share capital at the forthcoming Sixth AGM.
The purpose of this Circular is to provide you with the details of the Proposed Share Buy-Back and the resolution
relating to the Proposed Share Buy-Back as set out in the Extract of Notice of Sixth AGM accompanying this
Circular.
WE ADVISE YOU TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER
WITH THE APPENDIX HEREIN CAREFULLY, BEFORE VOTING ON THE RESOLUTION
PERTAINING TO THE PROPOSED SHARE BUY-BACK.
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2. DETAILS OF THE PROPOSED SHARE BUY-BACK
The Directors of YLB proposes to seek a mandate from shareholders to purchase up to a maximum of ten percent
(10%) of the issued and paid-up share capital of the Company. The Proposed Share Buy-Back is subject to compliance
with the Listing Requirements, Section 67A of the Act and any prevailing laws, rules, regulations, orders, guidelines,
and requirements issued by the relevant authorities.
Your authority for the Proposed Share Buy-Back will be effective immediately upon the passing of the ordinary
resolution in relation to the Proposed Share Buy-Back and will continue to be in force until:
i. the conclusion of the next AGM of the Company following the Sixth AGM at which the Proposed Share
Buy-Back is tabled for your approval. The authority would lapse unless renewed by an ordinary resolution,
either unconditionally or conditionally; or
ii. the last day by when the Company is required by law to hold the next AGM; or
iii. the shareholders of the Company pass an ordinary resolution to revoke or vary the authority,
whichever occurs first.
2.1 Maximum Number of Shares to be Acquired
As at 31 March 2006, our issued and paid-up ordinary share capital was RM80,000,000 comprising
160,000,000 YLB Shares.
YLB will carry out the purchase of YLB Shares through Bursa Securities via stockbroker(s) to be appointed
by us.
2.2 Maximum Amount of Funds to be Allocated and the Source of Funds
Pursuant to the Listing Requirements, we will purchase YLB Shares entirely out of our retained profits and/
or the share premium account. Therefore, the Board proposes that the maximum amount of funds to be used
for any purchase of our own shares will not exceed the aggregate of our retained profits and share premium
account. The retained profits and share premium account based on our audited balance sheet at 31 December
2005 are RM10,293,839 and RM24,376,066 respectively.
The Proposed Share Buy-Back will be financed through internally generated funds and/or borrowings and
shall be made out of the retained profits and/or share premium account of the Company. In the event that the
purchase is funded by borrowings, we would be capable of repaying such borrowings and that such funding
is not expected to have any material effect on our cashflow.
2.3 Treatment of Shares Purchased
(a) In accordance with Section 67A of the Act, your Directors will be able to deal with any YLB Shares
so purchased in the following manner:
(i) to cancel the YLB Shares so purchased; or
(ii) to retain the YLB Shares as treasury shares for distribution as dividends to our shareholders
and/or resell through Bursa Securities in accordance with the relevant rules of Bursa Securities
and/or cancel the YLB Shares so purchased subsequently; or
(iii) to retain part of the YLB Shares so purchased as treasury shares and cancel the remainder.
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(b) Our Board may opt to retain the purchased YLB Shares as treasury shares for subsequent resale and/
or distribution as share dividends, or cancel the purchased YLB Shares or a combination of both.
(c) Our Board may decide to cancel the purchased YLB Shares if the cancellation is expected to enhance
the consolidated EPS of our Group as a result of the reduction in our issued and paid-up share capital
and have a positive impact on the market price of YLB Shares in the long term.
(d) If our Board decides to retain the purchased YLB Shares as treasury shares, we may distribute the
treasury shares as dividends to you and/or resell the treasury shares on Bursa Securities and use the
proceeds for potential investment opportunities arising in the future as working capital.
(e) If our Board decides to resell the treasury shares, we will make an announcement on the day the
resale is made, providing the description of the shares sold, the number of shares sold, the resale
price of each share where relevant, the highest and lowest resale price and the total consideration
received.
(f) If our Board decides to cancel the treasury shares, we will make an announcement on the day the
cancellation is made, providing the details of the number of shares cancelled, the date of the cancellation
and the outstanding paid-up share capital after cancellation.
(g) The rights attached to the treasury shares in relation to voting, dividends and participation in any
other distribution or otherwise would be suspended and the treasury shares would not be taken into
account in calculating the number or percentage of shares or a class of shares of the Company for any
purposes including the determination of substantial shareholdings, take-overs, notices, the
requisitioning of meetings, quorums for meetings and the results of a vote on resolution(s) at meetings.
2.4 Purchase/Resale Price
Pursuant to the Listing Requirements, YLB may only purchase its own shares at a price which is not more
than fifteen percent (15%) above the weighted average market price (“WAMP”) of YLB Shares for the five
(5) market days immediately preceding the date of any purchase(s). In the case of a resale of treasury shares,
the Company may only resell any treasury shares through Bursa Securities at a price which is:
(a) not less than the WAMP of YLB Shares for the five (5) market days immediately prior to the resale;
or
(b) not less than five percent (5%) below the WAMP of the YLB Shares for the five (5) market days
immediately prior to the resale provided that:
(i) the resale takes place no earlier than thirty (30) days from the date of purchase; and
(ii) the resale price is not less than the cost of purchase of the YLB Shares being resold.
2.5 Market Price of YLB Shares
(a) The highest and lowest traded prices of YLB Shares on Bursa Securities for the past twelve (12)
months are as follows:
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Highest (RM) Lowest (RM)
2005
April 1.90 1.70
May 1.85 1.78
June 1.79 1.69
July 1.70 1.65
August 1.78 1.58
September 1.65 1.60
October 1.66 1.55
November 1.57 1.33
December
2006
1.34 1.17
January 1.32 1.16
February 1.30 1.18
March 1.36 1.18
(Source : Bloomberg)
(b) The last transacted price of YLB Shares on Bursa Securities on 6 April 2006, being the day prior to
the announcement of the Proposed Share Buy-Back was RM1.29.
(c) The last transacted price of YLB Shares on Bursa Securities on 10 April 2006, being the latest
practicable date prior to the printing of this Circular was RM1.30.
2.6 Purchases, Cancellation and Resale of Shares Made in the Preceding Twelve (12) Months
YLB has not purchased any of its own shares in the preceding twelve (12) months and therefore, there are no
retaining, cancellation or resale of its own shares which are held as treasury shares during the same period.
2.7 Public Shareholding Spread of YLB
Based on our Register of Directors’ Shareholdings, Register of Substantial Shareholders and the Record of
Depositors as at 31 December 2005, the public shareholding spread of YLB was 45.74% of the issued and
paid-up share capital. Assuming that the Proposed Share Buy-Back is carried out in full and YLB Shares so
purchased were all cancelled, our public shareholding spread would be 39.71% (assuming the YLB Shares
are purchased from public shareholders other than our existing Directors and substantial shareholders pursuant
to the Proposed Share Buy-Back).
The public shareholding spread of YLB as at 31 March 2006, being the latest practicable date prior to the
printing of this Circular was 55.98%.
Our Board undertakes to implement the Proposed Share Buy-Back in accordance with laws prevailing at the
time of the purchase, including compliance with the twenty five percent (25%) public shareholding spread
as required under the Listing Requirements.
2.8 Potential Advantages and Disadvantages of the Proposed Share Buy-Back
(a) Potential Advantages
(i) If the YLB Shares purchased are subsequently cancelled, this may strengthen the consolidated
EPS of YLB Group, which may in turn have a positive impact on YLB Shares prices;
(ii) The Proposed Share Buy-Back will allow us to take preventive measures against speculation
particularly when our shares are undervalued which may in turn stabilise our market price and
hence, enhance investors’ confidence;
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(iii) The Proposed Share Buy-Back also provides us with opportunities for potential gains if the
treasury shares are subsequently resold at prices higher than their purchase price; and
(iv) If the treasury shares are distributed as dividends, it may then serve to reward you.
(b) Potential Disadvantages
(i) The Proposed Share Buy-Back, if implemented will temporarily reduce the financial resources
of our Group. However, the financial resources of our Group may recover or increase if we
subsequently resell the treasury shares in the market;
(ii) The funds allocated for the Proposed Share Buy-Back could be used for other better investment
opportunities that may emerge in future; and
(iii) As the funds to be allocated for the Proposed Share Buy-Back must be made out of our retained
profits and share premium accounts, the amount available from these accounts for distribution
of dividend to you may decrease accordingly.
Nevertheless, the Board is of the view that the Proposed Share Buy-Back is not expected to have any material
disadvantage to you as well as our Group as it will be implemented only after careful consideration of the
financial resources of our Group and the resultant impact on our Group and you as a shareholder of the
Company.
2.9 Implications Relating to the Code
YLB does not intend to undertake the Proposed Share Buy-Back such that it will trigger any obligation on
the substantial shareholders to undertake a mandatory general offer pursuant to the Code. However, in the
event an obligation to undertake a mandatory general offer arise with respect to any parties resulting from
the Proposed Share Buy-Back, the relevant parties shall make the necessary application to the SC for a
waiver from having to undertake a mandatory general offer pursuant to the Code.
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK
The authority to purchase our own shares is sought to enable our Company to have an additional option of using our
financial resources more efficiently. All things being equal, any purchase of YLB Shares, regardless whether the
YLB Shares so purchased are retained as treasury shares or cancelled, would result in a lower number of YLB
Shares being used for the purpose of computing EPS.
Therefore, depending on the price paid for the purchase of each YLB Share and its impact on earnings, the Proposed
Share Buy-Back may improve our Group’s EPS, which in turn is expected to have a positive impact on the market
price of YLB Shares.
YLB may also retain the YLB Shares purchased as treasury shares with the intention of realising potential gains
from the resale of treasury shares and/or to reward our shareholders through the distribution of the treasury shares
as share dividends.
4. EFFECTS OF THE PROPOSED SHARE BUY-BACK
The effects of the Proposed Share Buy-Back are as follows:
4.1 Share Capital
Assuming the Proposed Share Buy-Back is carried out up to 10% of the existing issued and paid-up share
capital of YLB of 160,000,000 ordinary shares of RM0.50 each as at 31 March 2006, the number of YLB
Shares allowed to be purchased by the Company is 16,000,000 shares.
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The effect of the Proposed Share Buy-Back on our share capital will depend on whether the YLB Shares
purchased are cancelled or retained as treasury shares.
The Proposed Share Buy-Back will result in the reduction of our issued and paid-up share capital if the YLB
Shares so purchased are cancelled. The effect of the cancellation of the share so purchased under the Proposed
Share Buy-Back based on our issued and paid-up share capital as at 31 March 2006 is as follow:
No. of Ordinary Shares
of RM0.50 each RM
Issued and paid-up share capital
as at 31 March 2006 160,000,000 80,000,000
Cancellation of shares purchased pursuant
to the Proposed Share Buy-Back * (16,000,000) (8,000,000)
Resultant issued and paid-up share capital 144,000,000 72,000,000
* Assuming the Company purchased up to the maximum number of YLB Shares that may be purchased
pursuant to the Proposed Share Buy-Back.
However, the Proposed Share Buy-Back is not expected to have any effect on the issued and paid-up
share capital if all the shares purchased are to be retained as treasury shares, resold or distributed to our
shareholders.
4.2 Earnings
4.3 NTA
The effects of the Proposed Share Buy-Back on the earnings of our Group are dependent on the purchase
prices of YLB Shares and the effective funding cost or loss in interest income to our Group.
Assuming that the YLB Shares so purchased are retained as treasury shares and subsequently resold, the
effects on the earnings of our Group are dependent on the actual selling price, the number of treasury shares
resold, the effective gain or interest savings arising from the exercise, and the manner in which the proceeds
arising therefrom are utilised.
If the YLB Shares so purchased are cancelled, the Proposed Share Buy-Back will increase the EPS of our
Group provided the income foregone and if any, interest expense incurred on the shares purchased are less
than the consolidated EPS before the Proposed Share Buy-Back.
The effects of the Proposed Share Buy-Back on our Group’s NTA per share are dependent on the purchase
prices of YLB Shares and the effective funding cost or loss in interest income to our Group and whether the
YLB Shares purchased are cancelled or retained as treasury shares.
(a) If the YLB Shares purchased under the Proposed Share Buy-Back are subsequently cancelled
If the YLB Shares so purchased are cancelled, the Proposed Share Buy-Back will reduce the NTA per
share if the purchase price per share exceeds the NTA per share at the relevant point in time, and vice
versa.
(b) If the YLB Shares purchased under the Proposed Share Buy-Back are subsequently retained
as treasury shares
If the purchased YLB Shares are retained as treasury shares, the NTA of our Group would decrease
by the cost of the treasury shares due to the requirement for treasury shares to be carried at cost and
be offset against equity.
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4.4 Working Capital
If the treasury shares are resold on Bursa Securities, the NTA per share would increase if we realise
a gain from the resale, and vice versa. If the treasury shares are distributed as share dividends, the
NTA of our Group would decrease by the cost of the treasury shares.
The Proposed Share Buy-Back will reduce the working capital of the Group, the quantum of which will
depend on the purchase prices of the YLB Shares and the number of YLB Shares so purchased. However, we
believe that the Proposed Share Buy-Back will not have any material effect on the working capital of our
Group.
4.5 Cashflow
The Proposed Share Buy-Back is not expected to be implemented to the extent that it will adversely affect
the cashflow of the Group. The exact effect on the cashflow of the Group will depend on the quantum and
prices of YLB Shares so purchased.
4.6 Dividends
The Proposed Share Buy-Back is not expected to have any impact on the policy of our Board in recommending
dividends, if any, to our shareholders. However, as stated in Section 2.3 above, our Board may distribute
future dividends in the form of the treasury shares purchased pursuant to the Proposed Share Buy-Back.
The Proposed Share Buy-Back may reduce the amount of distributable reserves available for dividends.
However, assuming the Proposed Share Buy-Back is implemented in full and YLB’s quantum of dividends
is maintained at historical level, the Proposed Share Buy-Back will have the effect of increasing the dividend
rate of YLB as a result of the reduction in the issued and paid-up share capital of YLB.
4.7 Directors’ and Substantial Shareholders’ Shareholdings
Based on the Register of Directors’ Shareholdings and the Register of Substantial Shareholders as at 31
March 2006 and assuming that the Proposed Share Buy-Back is implemented in full and that the YLB
Shares are purchased from shareholders other than our Directors and existing substantial shareholders of the
Company, the effects of the Proposed Share Buy-Back on the shareholdings of the Directors and substantial
shareholders of YLB are set out as follows:
(a) Directors
No. of % No. of % No. of % No. of %
Shares Shares Shares Shares
Zabidi bin 16,447,584 10.28 3,048,0001 1.90 16,447,584 11.42 3,048,0001 Md Zain
2.12
Lim Oon 33,085,294 20.68 4,408,7302 2.76 33,085,294 22.98 4,408,7302 Kok
3.06
Hsieh
Yu-Tien
1,530,006 0.96 - - 1,530,006 1.06 - -
Ong
Chin Lin
- - - - - - - -
Ong Kheng
Swee
- - - - - - - -
Notes:
1. Deemed interested by virtue of the shareholdings of his spouse, Dr Anyta Hanim Binti Anuar and Edufocus
Computer Aided Learning Sdn Bhd, a company in which he has interest.
2. Deemed interested by virtue of the shareholdings of his spouse, Madam Liao Feun Chu.
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(b) Substantial Shareholders
No. of % No. of % No. of % No. of %
Shares Shares Shares Shares
Zabidi bin 16,447,584 10.28 3,048,0001 1.90 16,447,584 11.42 3,048,0001 Md Zain
2.12
Lim Oon Kok 33,085,294 20.68 4,408,7302 2.76 33,085,294 22.98 4,408,7302 3.06
Anyta Hanim 1,524,000 0.95 17,971,5843 11.23 1,524,000 1.06 17,971,5843 Binti Anuar
12.48
Liao Feun Chu 4,408,730 2.76 33,085,2944 20.68 4,408,730 3.06 33,085,2944 22.98
Notes:
1. Deemed interested by virtue of the shareholdings of his spouse, Dr Anyta Hanim Anuar and Edufocus Computer
Aided Learning Sdn Bhd, a company in which he has interest.
2. Deemed interested by virtue of the shareholdings of his spouse, Madam Liao Feun Chu.
3. Deemed interested by virtue of the shareholdings of her spouse, Encik Zabidi bin Md Zain and Edufocus Computer
Aided Learning Sdn Bhd, a company in which Encik Zabidi has interest.
4. Deemed interested by virtue of the shareholdings of her spouse, Mr Lim Oon Kok.
5. CONDITIONS OF THE PROPOSED SHARE BUY-BACK
The Proposed Share Buy-Back is subject to the approval of our shareholders being obtained at our forthcoming
Sixth AGM.
6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
Save for the inadvertent increase in the percentage shareholding and/or voting rights of the shareholders as a
consequence of the Proposed Share Buy-Back, none of our Directors and substantial shareholders and/or persons
connected to them has any interest, direct or indirect, in the Proposed Share Buy-Back.
7. DIRECTORS’ RECOMMENDATION
8. AGM
The Directors, having considered all aspects of the Proposed Share Buy-Back, are of the opinion that the Proposed
Share Buy-Back is in the best interest of the Company. Accordingly, they recommend that you vote in favour of the
ordinary resolution for the Proposed Share Buy-Back to be tabled at the forthcoming Sixth AGM.
The extract of Notice of Sixth AGM is set out in this Circular. The Sixth AGM will be held at Lot 7020, Batu 23,
Jalan Air Hitam, 81000 Kulai, Johor Darul Ta’zim on Thursday, 18 May 2006 at 10.00 a.m. or any adjournment
thereof, for the purpose of considering and if thought fit, passing with or without modifications, the ordinary
resolution to give effect to the Proposed Share Buy-Back.
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If you are unable to attend our Sixth AGM in person, you are requested to complete the enclosed Form of Proxy and
forward it to our Registered Office at Suite 14A2, Level 14, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor
Darul Ta’zim, not later than forty-eight (48) hours before the time set for holding the meeting or any adjournment
thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at our Sixth
AGM should you subsequently wish to do.
9. FURTHER INFORMATION
You are requested to refer to Appendix I for further information.
Yours faithfully
On behalf of the Board of Directors
YI-LAI BERHAD
ZABIDI BIN MD ZAIN
Chairman
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FURTHER INFORMATION
1. RESPONSIBILITY STATEMENT
Appendix I
This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility
for the accuracy of the information contained in it and confirm to the best of their knowledge and belief, after
making all reasonable enquiries that there are no other facts the omission of which would make any statement in
this Circular misleading.
2. ADVISER
No adviser was appointed to advise our Company and Directors for the Proposed Share Buy-Back.
3. MATERIAL CONTRACTS
Neither YLB or any of its subsidiaries have entered into any material contracts (not being contracts entered into in
the ordinary course of business) during the two (2) years preceding the date of this Circular.
4. MATERIAL LITIGATION
Neither YLB or any of its subsidiaries are engaged in any litigation, claims or arbitration, either as plaintiff or
defendant, which has or will have a material effect on our financial position, business, and our Directors are not
aware of any proceedings, pending or threatened, against us and/or any of our subsidiaries or of any facts likely to
give rise to any proceedings which might materially affect the position or business of our Group.
5. DOCUMENTS FOR INSPECTION
The following documents are available for inspection at our Registered Office at Suite 14A2, Level 14, Menara
Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor Darul Ta’zim from Monday to Friday (except for public holidays)
during business hours for a period between the date of this Circular to the date of the Sixth AGM:
(i) Memorandum and Articles of Association; and
(ii) Audited Financial Statements of YLB Group for the two (2) financial year ended 31 December 2004 and 31
December 2005.
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EXTRACT OF NOTICE OF SIXTH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Sixth Annual General Meeting (“6th AGM”) of Yi-Lai Berhad (“YLB” or “the
Company”) will be held at Lot 7020, Batu 23, Jalan Air Hitam, 81000 Kulai, Johor Darul Ta’zim on Thursday, 18 May
2006 at 10.00 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following
resolutions:
SPECIAL BUSINESS
(Incorporated In Malaysia)
(Company No. 516043-K)
To consider and, if thought fit, to pass the following resolution as Ordinary Resolution:
ORDINARY RESOLUTION 8
Proposed Share Buy-Back Scheme of YLB to purchase its own shares of up to 10% of the issued and paid-up share
capital of the Company
“THAT, subject to the Company’s compliance with all applicable rules, regulations, orders and guidelines made pursuant
to the Companies Act, 1965, the provisions of the Company’s Memorandum and Articles of Association and the requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company be and is hereby authorised to the fullest
extent permitted by law, to buy-back and/or hold from time to time and at anytime such amount of ordinary shares of
RM0.50 each in the Company as may be determined by the Directors of the Company from time to time through Bursa
Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company
(“Proposed Share Buy-Back”) provided that:
(a) the maximum number of shares which may be purchased and/or held by the Company at any point of time pursuant
to the Proposed Share Buy-Back shall not exceed ten percent (10%) of the total issued and paid-up share capital of
the Company for the time being quoted on Bursa Securities;
(b) the maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not
exceed the sum of retained profits and the share premium account of the Company based on its latest audited
financial statements available up to the date of a transaction pursuant to the Proposed Share Buy-Back;
THAT the shares purchased by the Company pursuant to the Proposed Share Buy-Back may be dealt with in all or any of
the following manner (as selected by the Company):
(i) the shares so purchased may be cancelled; and/or
(ii) the shares so purchased may be retained as treasury shares in accordance with the relevant rules of Bursa Securities
for distribution as dividend to the shareholders and/or resell through Bursa Securities and/or subsequently cancelled;
and/or
(iii) part of the shares so purchased may be retained as treasury shares with the remainder being cancelled;

THAT such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General
Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to
be held unless revoked or varied by ordinary resolution of the shareholders of the Company in general meeting but so as
not to prejudice the completion of a purchase made before such expiry date;
AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to
implement or to give effect to the Proposed Share Buy-Back with full powers to amend and/or assent to any conditions,
modifications, variations or amendments (if any) as may be imposed by the relevant governmental/regulatory authorities
from time to time and with full power to do all such acts and things thereafter in accordance with the Companies Act, 1965,
the provisions of the Company’s Memorandum and Articles of Association and the requirements of the Bursa Securities
and all other relevant governmental/regulatory authorities.”
BY ORDER OF THE BOARD
Ang Mui Kiow
Soo Choon Siong
Company Secretaries
Johor Bahru
25 April 2006
NOTES:
1. Form of Proxy
i. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and
vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the
Companies Act, 1965 shall not apply to the Company.
ii. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of
his shareholdings to be represented by each proxy.
iii. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised.
iv. All forms of proxy must be deposited at the Registered Office of the Company situated at Suite 14A2, Level 14, Menara
Ansar, 65, Jalan Trus, 80000 Johor Bahru, Johor Darul Ta’zim, Malaysia not less than forty-eight (48) hours before the
time appointed for holding the meeting or any adjournment thereof.
2. Statement Accompanying the Notice of Sixth Annual General Meeting
Details of the retiring Directors and their attendance at the Board of Directors’ Meeting for the financial year ended 31 December
2005 are stated in the Statement Accompanying the Notice of Sixth Annual General Meeting set out on page 56 of the annual
report.
3. Explanatory Notes on Special Business
i. Proposed authority to issue shares pursuant to Section 132D of the Companies Act, 1965
The Proposed Authority to Issue Shares, Ordinary Resolution No. 7, if passed, will give the Directors of the Company,
from the date of the above Annual General Meeting, authority to issue not more than ten percent (10%) of the issued and
paid-up share capital of the Company. Such issuance of shares will still be subject to the approvals of the Securities
Commission and Bursa Malaysia Securities Berhad. This authority, unless revoked or varied at a general meeting, will
expire at the conclusion of the next Annual General Meeting of the Company.
ii. Proposed Authority for Share Buy-Back
The Proposed Share Buy-Back, Ordinary Resolution No. 8, if passed, will empower the Company to purchase and/or
hold up to ten percent (10%) of the issued and paid-up share capital of the Company. This authority, unless revoked or
varied at a general meeting, will expire at the next Annual General Meeting of the Company. For further information on
the Proposed Share Buy-Back, please refer to the Share Buy-Back Circular dated 25 April 2006 accompanying the
Notice of Sixth Annual General Meeting.

YI-LAI BERHAD
(Company No. 516043-K)
(Incorporated in Malaysia)
FORM OF PROXY
I/We,_________________________________________________ (NRIC No. ____________________________)
of ______________________________________________________________________ being a member/members
of YI-LAI BERHAD (“the Company”) do hereby appoint ____________________________________________
(NRIC No. _________________________) of ________________________________________________________
or failing him/her, ________________________________________________________________________________
(NRIC No. _________________________) of _________________________________________________________
or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Sixth
Annual General Meeting of the Company to be held at Lot 7020, Batu 23, Jalan Air Hitam, 81000 Kulai, Johor Darul
Ta’zim on Thursday, 18 May 2006 at 10.00 am and at any adjournment thereof.
Please indicate clearly with an “X” where appropriate against each resolution how you wish your proxy to vote. If no
specific direction to voting is given, the proxy will vote or abstain at his/her discretion.
NO. RESOLUTIONS FOR AGAINST
1 Adoption of the Audited Financial Statements for the financial
year ended 31 December 2005 together with the Directors’ and
Auditors’ reports thereon
2 Approval of final dividend of 8.0 sen less 28% income tax per
ordinary share of RM0.50 each
3 Approval of Directors’ fees
Re-election of retiring Directors under the following Articles:
4 i. Zabidi Bin Md Zain - Article 81
5 ii. Lim Oon Kok - Article 81
6 Re-appointment of KPMG as Auditors and authorise the
Directors to fix their remuneration
7 Empower directors to issue shares pursuant to Section 132D of
the Companies Act, 1965
8 Approval of Proposed Share Buy-Back
Signed this ________ day of _____________ 2006 Number of ordinary shares held
_________________________________
Signature of Member(s)
NOTES:
1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in
his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies
Act, 1965 shall not apply to the Company.
2. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his
shareholdings to be represented by each proxy.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in
writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised.
4. All forms of proxy must be deposited at the Registered Office of the Company situated at Suite 14A2, Level 14, Menara Ansar,
65, Jalan Trus, 80000 Johor Bahru, Johor Darul Ta’zim, Malaysia not less than forty-eight (48) hours before the time appointed
for holding the meeting or any adjournment thereof.

Fold this flap for sealing
1 st fold here
2 nd fold here
The Company Secretary
YI-LAI BERHAD (516043 - K)
Suite 14A2, Level 14
Menara Ansar
65 Jalan Trus
80000 Johor Bahru
Johor Darul Ta’zim
Malaysia
AFFIX
STAMP
HERE