CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A
I. PROPOSED CO-OPERATION BETWEEN THREE-A RESOURCES BERHAD ("3A") AND WILMAR INTERNATIONAL LIMITED ("WILMAR") IN THE PEOPLE'S REPUBLIC OF CHINA ("PROPOSED CO-OPERATION");

II. PROPOSED JOINT VENTURE BETWEEN THREE-A FOOD INDUSTRIES (M) SDN. BHD. (FORMERLY KNOWN AS THREE-A PLANTATIONS (PAHANG) SDN. BHD.), A WHOLLY-OWNED SUBSIDIARY OF 3A AND YIHAI KERRY INVESTMENTS CO, LTD., A 98.39% INDIRECTLY OWNED SUBSIDIARY OF WILMAR ("PROPOSED JV 1"); AND

III. PROPOSED PROVISION OF FINANCIAL ASSISTANCE BY 3A IN FAVOUR OF THE JOINT VENTURE COMPANIES TO BE INCORPORATED PURSUANT TO THE PROPOSED CO-OPERATION ("PROPOSED FINANCIAL ASSISTANCE")

PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF 3A IN RELATION TO THE PROPOSALS