SBC Corporation Berhad: Annual Report 2001

SIAH BROTHERS CORPORATION BERHAD

Notice Of Annual General Meeting 1

Corporate Information 5

Profile Of The Directors 6

Corporate Structure 13

Statement Of Directors’ Responsibilities 14

Chairman’s Statement 15

Penyata Pengerusi 19

Audit Committee Report 23

Group Financial Highlights 28

Directors’ Report 31

Statement By Directors 37

Statutory Declaration 37

Report Of The Auditors 38

Balance Sheets 39

Income Statements 40

Statements Of Changes In Equity 41

Cash Flow Statements 42

Notes To The Financial Statements 44

Group Properties 71

Shareholders’ Information 73

TSR Holders’ Information 76

ICULS Holders’ Information 78

Appendix 1 82

Proxy Form

Contents

SIAH BROTHERS CORPORATION BERHAD1

NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting of Siah Brothers CorporationBerhad will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 KualaLumpur on Thursday, 27 September, 2001 at 10.30 a.m. to transact the following business :-

AGENDA

1. To receive and adopt the Directors’ Report and the Audited FinancialStatements for the year ended 31 March, 2001 together with the Auditors’Report thereon.

2. To declare a first and final dividend of 1.5% less 28% income tax for the yearended 31 March, 2001.

3. To approve the payment of Directors’ fees.

4. To re-appoint YBhg. Dato’ Lim Phaik Gan as a Director pursuant to Section129(6) of the Companies Act, 1965.

5. To re-elect Mr. Sia Teong Heng as a Director retiring by rotation pursuantto Article 80 of the Articles of Association of the Company.

6. To re-elect Mr. Sia Kwee Mow @ Sia Hok Chai as a Director retiring pursuantto the Listing Requirements of the Kuala Lumpur Stock Exchange.

7. To re-appoint Messrs Horwath Mok & Poon as Auditors of the Companyand to authorise the Directors to fix their remuneration.

8. As Special Business, to consider and, if thought fit, to pass the followingresolutions :-

(A) ORDINARY RESOLUTIONAUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES

"THAT subject always to the Companies Act, 1965, the Articles ofAssociation of the Company and the approval from the Kuala Lumpur StockExchange and other governmental/regulatory bodies, where such approvalshall be necessary, the Directors be and are hereby authorised pursuant toSection 132D of the Companies Act, 1965, to allot and issue shares in theCompany, at any time and upon such terms and conditions and for suchpurposes as they may in their absolute discretion deem fit, provided thatthe aggregate number of shares issued pursuant to this resolution doesnot exceed ten per cent (10%) of the issued capital of the Company for thetime being and that such authority shall continue in force until the conclusionof the next Annual General Meeting of the Company. "

Notice Of Annual General Meeting

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

A N N U A L R E P O R T 2 0 0 1 2Notice Of Annual General Meeting

(B) SPECIAL RESOLUTIONADOPTION OF NEW ARTICLES OF ASSOCIATION

"THAT the Articles of Association of the Company as set out in Appendix1 to the Annual Report for year 2001 be and are hereby approved andadopted as the new Articles of Association of the Company in substitutionfor and to the exclusion of all the existing Articles of Association of theCompany."

9. To consider any other business for which due notice shall have been given.

NOTICE OF DIVIDEND PAYMENT

NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Eleventh AnnualGeneral Meeting of the Company, the first and final dividend of 1.5% less 28% income tax for the yearended 31 March, 2001 will be paid on 31 October, 2001 to Depositors registered in the Record ofDepositors on 17 October, 2001.

A Depositor shall qualify for entitlement only in respect of –

(a) shares transferred into the Depositor’s Securities Account before 12.30 p.m. on 17 October, 2001in respect of ordinary transfers; and

(b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to theRules of the Kuala Lumpur Stock Exchange.

By Order of the Board

CHONG FOOK SINKAN CHEE JINGCompany Secretaries

Kuala Lumpur3 September, 2001

NOTES :-

1) Proxy -

A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend andvote instead of him. Where a member appoints more than one (1) proxy, the appointment shall beinvalid unless he specifies the proportions of his holdings to be represented by each proxy. To bevalid, the proxy form duly completed must be deposited at the Registered Office of the Companynot less than forty-eight (48) hours before the time for holding the meeting. If the appointor is acorporation, this form must be executed under its common seal or under the hand of its attorney.

(Resolution 9)


2) Resolution 8 -

The Company is actively pursuing business opportunities in prospective areas so as to broaden theoperating base and earnings potential of the Company. Such expansion plans may require theissue of new shares not exceeding 10 per cent (10%) of the Company’s issued share capital. Withthe passing of the resolution by the shareholders of the Company at the forthcoming Annual GeneralMeeting, the Directors would avoid delay and cost of convening further general meetings to approvethe issue of shares for such purposes.

3) Resolution 9 -

The proposed Special Resolution is to bring the Articles of Association of the Company to beconsistent with Chapter 7 of the Listing Requirements of the Kuala Lumpur Stock Exchange, theSecurities Industry (Central Depositories) Act 1991, the Rules of the Malaysian Central DepositorySdn Bhd and other regulatory requirements.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING PURSUANT TOPARAGRAPH 8.28 (2) OF THE LISTING REQUIREMENTS OF KUALA LUMPUR STOCK EXCHANGE

(1) The following are the Directors standing for re-election at the Eleventh Annual General Meeting tobe held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpuron Thursday, 27 September, 2001 at 10.30 a.m.-

(a) Pursuant to Section 129(6) of the Companies Act, 1965

YBhg. Dato’ Lim Phaik Gan

(b) Pursuant to Article 80 of the Articles of Association of the Company

Mr. Sia Teong Heng

(c) Pursuant to the Listing Requirements of the Kuala Lumpur Stock Exchange

Mr. Sia Kwee Mow @ Sia Hok Chai

(2) Number of Board Meetings held during the : Fourfinancial year ended 31 March 2001

Place of the Meetings : The Penthouse, 5th Floor,Wisma Siah Brothers, 74, Jalan Pahang,53000 Kuala Lumpur.

Date and hour of the Meetings : (i) Friday, 26th May, 2000 at 10.20 a.m.

(ii) Friday, 25th August, 2000 at 11.00 a.m.

(iii) Friday, 24th November, 2000 at 11.00 a.m.

(iv) Monday, 26th February, 2001 at 11.36 a.m.


A N N U A L R E P O R T 2 0 0 1 4

(3) Attendance of Directors at Board Meetings held during the financial year ended 31 March, 2001

Date of Number ofName of Directors Appointment Meetings attended

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus 05.02.1991 4

Sia Kwee Mow @ Sia Hok Chai 14.06.1990 4

Sia Teong Heng 05.02.1991 4

Mun Chong Shing @ Mun Chong Tian 01.04.1996 3

Dato’ Lim Phaik Gan 05.02.1991 2

Dr. Norraesah bt. Haji Mohamad 08.07.1991 2

Datuk Sim Peng Choon 14.05.1993 4

Abdul Rahman bin A. Shukor(Alternate to Datuk Sim Peng Choon) 05.02.2001 Nil

(4) Further details on the Directors standing for re-election at the Eleventh Annual General Meetingare set out in pages 6 to 9 of the Annual Report.


SIAH BROTHERS CORPORATION BERHAD5Corporate Information

AUDIT COMMITTEEDr. Norraesah Bt. Haji Mohamad

PhD., B.Sc. (Econ)Chairperson & Independent Non Executive Director

Tan Sri Dato’ Ir. Muhammad YusuffBin Haji Muhammad Yunus

PSM, DIMP, JMN, PJK, B.Sc., P. Eng, FASIndependent Non Executive Director

Sia Teong HengB.Sc. (Eng), M.Sc.

Executive Director

Datuk Sim Peng ChoonPJN

Non Executive Director

COMPANY SECRETARIESChong Fook Sin ATII, MCCS, AFA

Kan Chee Jing ACIS

REGISTERED OFFICEWisma Siah Brothers

74A Jalan Pahang53000 Kuala Lumpur

Tel : 03-40418118 Fax : 03-40435281

AUDITORSHorwath Mok & Poon

Public AccountantsLevel 16 Tower C, Megan Phileo Avenue

12 Jalan Yap Kwan Seng50450 Kuala Lumpur

BOARD OF DIRECTORS

Tan Sri Dato’ Ir. Muhammad Yusuff BinHaji Muhammad Yunus

PSM, DIMP, JMN, PJK, B.Sc., P. Eng, FASChairman and Independent Non Executive Director

Sia Kwee Mow @ Sia Hok ChaiJMN, FFB, FCIOB, FAIB

Group Managing Director

Sia Teong HengB.Sc. (Eng), M.Sc.

Executive Director

Mun Chong Shing @ Mun Chong TianExecutive Director

Dato’ Lim Phaik GanDPMP, DMPN, M.A.(Law), FCI, ARB

Independent Non Executive Director

Dr. Norraesah Bt. Haji MohamadPhD., B.Sc. (Econ)

Independent Non Executive Director

Datuk Sim Peng ChoonPJN

Non Executive Director

Abdul Rahman Bin A. ShukorB.Sc (Civil & Environmental Eng.), Executive MBA

Non Executive Director(Alternate to Datuk Sim Peng Choon)

(asAs at 15 th August, 2001

SOLICITORSLee, Perara & Tan55, Jalan ThambapillaiOff Jalan Tun SambanthanBrickfields50470 Kuala Lumpur

Lim & Yeoh145-M Jalan Maharajalela50150 Kuala Lumpur

PRINCIPAL BANKERSAlliance Bank Malaysia BerhadAseambankers Malaysia BerhadBangkok Bank BerhadBumiputra Commerce Bank BerhadCommerce International Merchant Bankers BerhadOverseas Union Bank (M) BerhadRHB Bank BerhadUtama Merchant Bank Berhad

REGISTRARSTacs Corporation Sdn BhdUnit No. 203, 2nd FloorBlock C, Damansara IntanNo. 1, Jalan SS 20/2747400 Petaling Jaya

Tel : 03-71182688 Fax : 03-71182693

STOCK EXCHANGE LISTINGThe Main Board of Kuala Lumpur Stock Exchange

A N N U A L R E P O R T 2 0 0 1 6

(A) DIRECTORS’ PROFILE AS AT 31ST JULY, 2001

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus, a Malaysian, aged 73, theIndependent Non-Executive Chairman of Siah Brothers Corporation Berhad ("SBC"), was appointedto the Board of Directors of SBC on 5th February, 1991. He is also a member of the Audit Committeeof SBC. He graduated with a Bachelor of Science Degree majoring in Civil Engineering from theUniversity of Wales, United Kingdom in 1954 and is a Chartered Civil Engineer.

He served in the Public Works Department ("Jabatan Kerja Raya" or "JKR") from 1955 until hisretirement in 1983, holding the last position as the Director-General of JKR. Presently, he also sitson the board of Projek Lebuhraya Utara Selatan Berhad and several private limited companies inMalaysia.

He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.

He has no family relationship with any Director and/or major shareholder of SBC.

He does not have any conflict of interest with SBC.

He has not been convicted of any offence within the past 10 years.

He attended all the four Board Meetings held during the last financial year.

Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 68, is the Managing Director of Siah BrothersCorporation Berhad ("SBC"). He has been a Director of SBC since its incorporation on 14th June,1990. He has over 47 years of experience in building and civil engineering contracting and not lessthan 29 years of experience in plastic engineering since the incorporation of Paling Industries Sdn.Bhd. in 1971. He was actively involved in Master Builders Association ("MBAM") and had served invarious capacities including the post of President (1988 to 1994). He was elected as the 29thPresident (1994 to 1996) of the International Federation of Asian and Western Pacific Contractors’Associations ("IFAWPCA") during which he led the IFAWPCA delegation to a meeting between theWorld Bank and International Contractors Association held at Washington D.C. in November, 1996.

In recognition of his vast experience and knowledge in construction and his contribution to thebuilding construction industry, he was awarded or conferred the following :

● Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001

● Honorary Life President by MBAM in 2001

● Fellowship of the Faculty of Building, United Kingdom in 1981

● Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in1979

● Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in1982

He was also a previous President of both the Selangor Builders Association and Selangor ChinesePlumbing and Sanitary Association.

Profile Of The Directors


He also sits on the board of several private limited companies in Malaysia, including severalsubsidiaries of SBC.

His holdings in the securities of SBC are as follows –

Direct Interest Indirect Interest

Ordinary shares 3,982,400 7,463,832(a)

Transferable Subscription Rights 3,078,500 1,746,780(b)

Irredeemable Convertible Unsecured Loan Stocks 2,054,250 89,693,206(a)

Employees’ Shares Option Scheme 450,000 -

(a) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. and EvergreenLegacy Sdn. Bhd.

(b) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. and PerfectConsistence Sdn. Bhd.

He does not hold any securities, direct or indirect, in any of SBC subsidiaries.

He is the father of Sia Teong Heng, an Executive Director and a major shareholder of SBC.

He does not have any conflict of interest with SBC except for those transactions disclosed in Note36 to the financial statements.



Sia Teong Heng, a Malaysian, aged 38, was appointed as an Executive Director of Siah BrothersCorporation Berhad ("SBC") on 5th February, 1991. He is also a member of the Audit Committeeof SBC. He graduated in 1985 with a degree in Bachelor of Science in Civil Engineering fromLoughborough University, United Kingdom ("UK") and a Master degree in Management Sciencefrom Imperial College, University of London, UK in 1986.

His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. Hejoined SBC in 1991. Presently, he also sits on the board of several subsidiaries of SBC.

His holdings in the securities of SBC are as follows -


Ordinary shares 1,296,400 7,463,832(a)

Transferable Subscription Rights - 1,746,780(b)

Irredeemable Convertible Unsecured Loan Stocks 1,432,500 89,693,206(a)

Employees’ Shares Option Scheme 350,000 -

(a) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. and EvergreenLegacy Sdn. Bhd.

(b) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. and PerfectConsistence Sdn. Bhd.


A N N U A L R E P O R T 2 0 0 1 8


He is a son of Sia Kwee Mow @ Sia Hok Chai, the Managing Director and a major shareholder ofSBC.

He does not have any conflict of interest with SBC except for those transactions disclosed in Note36 to the financial statements.



Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 64, was appointed as an ExecutiveDirector of Siah Brothers Corporation Berhad ("SBC") on 1st April, 1996. He completed hissecondary education up to GCE A Level and has attended courses in Sales Management conductedby National Productive Centre and Malaysia Institute of Management as well as a GeneralManagement Programme at the National Productivity Board, Singapore.

He joined Hume Industries (M) Bhd. ("Hume") in 1961 and held various management positionsrising to the level of General Manager. During his tenure with Hume, he gained extensive experiencein all aspects of the manufacturing business including sales management, general managementand industrial engineering.

He joined Paling Industries Sdn. Bhd. in 1987 as General Manager with overall responsibility forthe company's business. Overall, he has approximately 40 years of experience in manufacturingwith specific emphasis on piping and construction building materials.



Ordinary shares 17,000 -Transferable Subscription Rights 12,500 -Irredeemable Convertible Unsecured Loan Stocks 22,000 -Employees’ Shares Option Scheme 350,000 -


He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both areDirectors and major shareholders of SBC.



He attended three of the four Board Meetings held during the last financial year.



Dato' Lim Phaik Gan (P.G. Lim), a Malaysian, aged 81, was appointed as an Independent Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 5th February, 1991. She is anadvocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtaineda Master of Arts degree in Law from the University of Cambridge, United Kingdom and was inactive practice at the Bar of Malaysia from 1954 to 1971 and from 1980 until today.

Since 1955, she has had a distinguished career in both the private and public sectors. In 1970, shewas a member of the National Economic Consultative Council established when Parliament wassuspended as a result of riots in 1969. From 1971 to 1980, she served as the Deputy PermanentRepresentative of Malaysia to the United Nations and as the Malaysian Ambassador to Yugoslavia,Austria, Belgium and the European Economic Community. She was Malaysia's PermanentRepresentative to the United Nations Industrial and Development Organisation and InternationalAtomic Energy Agency in Vienna, and served as chairman in various committees.

Since her retirement from the Malaysian Foreign Service in 1980, she has been actively involved invarious government bodies and advisory panels. She is currently a member of the Board of theInstitute of Strategic and International Studies. She was the Director of the Kuala Lumpur RegionalCentre for Arbitration, an international organisation involved in the conduct and administration ofinternational commercial arbitration for the settlement of disputes arising out of internationalcommercial contracts and joint ventures from 1982 to 2000.

Her holdings in the securities of SBC are as follows -


Ordinary shares 5,000 -

She does not hold any securities, direct or indirect, in any of SBC subsidiaries.

She has no family relationship with any Director and/or major shareholder of SBC.

She does not have any conflict of interest with SBC.

She has not been convicted of any offence within the past 10 years.

She attended two of the four Board Meetings held during the last financial year.

Dr. Norraesah bt. Haji Mohamad, a Malaysian, aged 53, was appointed as an Independent Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 8th July, 1991. She is also theChairperson of the Audit Committee of SBC. She holds a Doctorate Degree in Economics Science(International Economics and Finance) which she obtained in 1986 from University of Paris 1,Pantheon Sorbonne, France.

She has over 28 years of working experience in banking, consultancy and international trade andcommerce. She worked with the International Trade Division of the Ministry of Trade and Industry(now known as the Ministry of International Trade and Industry) from 1972 to 1985 and was latertransferred to the Finance Division of the Ministry of Finance holding the post of Principal AssistantSecretary dealing with privatisation and debt management.


A N N U A L R E P O R T 2 0 0 1 10

In 1988, she joined ESSO Production Malaysia, Inc. as Communications Manager and subsequently,in 1990, took the position of Managing Director with a consultant firm providing financial advisoryservices. From 1991 to 1998 she was appointed as the Chief Representative of Credit LyonnaisBank in Malaysia.

She is currently the Group Chairman of MIDAS Group of Engineering Colleges, the Chairman ofBank Kerjasama Rakyat Malaysia Berhad and also sits on the board of KESM Industries Berhad, acompany listed on the Second Board of the Kuala Lumpur Stock Exchange and several privatelimited companies.

Her holdings in the securities of SBC are as follows -


Transferable Subscription Rights 4,000 -

She does not hold any securities, direct or indirect, in any of SBC subsidiaries.

She has no family relationship with any Director and/or major shareholder of SBC.

She does not have any conflict of interest with SBC.

She has not been convicted of any offence within the past 10 years.

She attended two of the four Board Meetings held during the last financial year.

Datuk Sim Peng Choon, a Malaysian, aged 69, was appointed as a Non-Executive Director of SiahBrothers Corporation Berhad ("SBC") on 14th May, 1993. He is also a member of the AuditCommittee of SBC. He graduated with a Senior Cambridge Certificate from the Anglo ChineseSchool in Ipoh, Perak Darul Ridzuan in 1951.

He started his career in 1951 with Barlow & Co. Ltd., Kuala Lumpur, an agent for consumer goodsas their representative. From 1957 to 1963, he was a Director and Manager of H Rogers & Co. Ltd.,Kuala Lumpur. In 1968, he joined Allen & Hansbury Ltd., a manufacturer of vitamin products,antibiotics and surgical instruments as a Medical Representative in Singapore. In 1964, he establishedPolychem (M) Sdn. Bhd. He is also currently the Chairman of N.P. King (HK) Ltd., Hong Kong andN.P. King Pte. Ltd., Singapore, both act as agents for manufacturers of hardware and industrialproducts.

He is also active in several social organisations, acting as the Vice-Chairman of Kwan Inn TengFoundation of Malaysia since 1980 and a Director and the Deputy Treasurer of Tung Shin Hospital,Kuala Lumpur since 1981 and 1986 respectively. He is a life member of Chee Kim Thong Pugilistic& Health Society in 1964.

Presently, he also sits on the Board of Cabot Malaysia Sdn. Bhd. and SKF Bearing Industries MalaysiaSdn. Bhd.

He was awarded the distinction of Panglima Jasa Negara on 2nd June, 2001 by the Yang Di-Pertuan Agung on his Majesty’s 75th Birthday.





Ordinary shares 10,000 -Irredeemable Convertible Unsecured Loan Stocks 4,000 -






Abdul Rahman bin A. Shukor, a Malaysian, aged 39, was appointed to the Board of Directors ofSiah Brothers Corporation Berhad ("SBC") as a Non-Executive Director alternate to Datuk SimPeng Choon on 5th February, 2001. He graduated in 1985 with a degree in Bachelor of Science inCivil & Environmental Engineering from the University of Wisconsin at Madison, USA.

He started his career in 1985 with Machinta Sdn. Bhd. as a Site Engineer, and subsequently joinedthe Department of Environment ("DOE") as an Environmental Controller in 1986. Before he leftthe DOE, he was involved in the Planning Department, specifically on the aspect of EnvironmentalImpact Assessment.

In 1992, he joined PNB Equity Resource Corporation Sdn. Bhd., a wholly owned subsidiary companyof PNB, as an Assistant Manager in its Venture Capital Business. In 1997, he went to the UnitedStates to pursue the Executive Master of Business Administration program from the University ofNew Haven at Connecticut. At the same time, he has also sat and passed the First and Second ofthe three levels Examination of the Chartered Financial Analysis ("CFA") Program organised by theAssociation of Investment Management and Research ("AIMR"), USA. The CFA Program is adistinguished professional chartership for the financial & investment communities in the USA, andhave following through the establishment of AIMR charters all around the world.

Upon the completion of his studies in 1999, he was assigned as a Manager in the Corporate ServicesDepartment of Permodalan Nasional Berhad ("PNB"). Presently, he sits on the Board of GKNDriveshafts (Malaysia) Sdn. Bhd., representing PNB.

He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.




He did not attend any of the Board Meetings held during the last financial year.


A N N U A L R E P O R T 2 0 0 1 12

(B) DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 31ST MARCH, 2001

(i) Aggregate Remuneration

(ii) Analysis of Remuneration

Executive Non-ExecutiveRemuneration Directors Directors Total

RM RM RM

Fee 60,000 50,400 110,400

Salary 832,800 - 832,800

Bonus 66,500 - 66,500

Benefits in kind 46,772 - 46,772

Total 1,006,072 50,400 1,056,472

Size by Remuneration No. of No. of Non- RM Executive Directors Executive Directors

1 – 50,000 - 4

50,001 – 100,000 - -

100,001 – 150,000 1 -

150,001 – 200,000 1 -

200,001 – 250,000 1 -

250,001 – 300,000 - -

300,001 – 350,000 - -

350,001 – 400,000 - -

400,001 – 450,000 - -

450,001 – 500,000 1 -


SIAH BROTHERS CORPORATION BERHAD13Corporate StructureAs at 15 th August, 2001

A N N U A L R E P O R T 2 0 0 1 14

The Directors are required to ensure that financial statements for each financial year are properly drawnup in accordance with the provisions of the Companies Act, 1965 and approved accounting standardsin Malaysia so as to give a true and fair view of the state of affairs and results of the Group and theCompany for the financial year then ended.

In preparing those financial statements, the Directors have :

● adopted suitable accounting policies and then apply them consistently ;

● made judgements and estimates that are prudent and reasonable ;

● ensured applicable accounting standards have been followed, subject to any material departuresdisclosed and explained in the financial statements ; and

● prepared the financial statements on the going concern basis unless it is inappropriate to presumethat the Group and the Company will continue in business.

The Directors are responsible for ensuring proper accounting records are kept which disclose withreasonable accuracy at any time the financial position of the Group and of the Company and to enablethem to ensure that the financial statements comply with the Companies Act, 1965. The Directors arealso responsible for safeguarding the assets of the Group and of the Company and, hence, for takingreasonable steps for the prevention and detection of fraud and other irregularities.

Statement Of Directors’ ResponsibilitiesIn Respect Of The Audited Financial Statements


Chairman’s Statement

Aerial View Of Taman Mastiara, Kuala Lumpur

n behalf of the Board of Directors, it is my pleasure to present the Annual Report and FinancialStatements of Siah Brothers Corporation Berhad for the financial year ended 31 March 2001.

Financial Review

The Group recorded a profit before taxation and provision for doubtful debts of RM8.74 million for thefinancial year ended 31 March 2001. The provisions of RM7.32 million were made on account ofoutstanding debts owed primarily from the turnkey construction of Plaza Phoenix, Empire Tower andPrincess Hotel.

Housing development, a core business of the Group, remained an important contributor to the Group’searnings. The construction division witnessed a reduction in turnover on account of the completion ofthe campus and academic facilities for the International Institute of Islamic Thought and Civilization atTaman Duta, Kuala Lumpur and the luxury residential tower at The Peak, Signal Hill, Kota Kinabalu,Sabah.

For the year under review, cost cutting and rationalization measures continued to be implemented inorder to reduce the effects of the current economic conditions. In the spirit of corporate governanceand transparency, the Board had also implemented a policy to continuously review the recoverability ofdebts and the carrying value of investment.

Operational Review

Housing Development and Construction Division

Considering the competitive operating and business environment in which the division is operating,financial year 2001 was a fulfilling year for the division as it recorded satisfactory performance.

During the year under review, the construction division was awarded with the construction of upgradingthe Jalan Batu Caves-Simpang Tiga from Jabatan Kerja Raya Selangor. Currently, we are activelynegotiating for several Government projects which we hope will give the Group good returns over thenext few years.

O

A N N U A L R E P O R T 2 0 0 1 16


Amongst the major projects undertaken by the housing development division during the year underreview and which are still on-going include :-

● Townville apartments and supportive shops at Taman Mastiara, Jalan Ipoh, Kuala Lumpur.

● Traditional terrace houses at Perkampungan Sri Mahkota Aman, Kuantan, Pahang and Bandar Utama,Batang Kali, Selangor.

In addition, the division had also entered into a joint venture project development agreement with TAProperties Sdn Bhd. Under the joint venture development, the division undertakes to develop 400 unitsof low cost apartment and 294 units of medium cost terrace house at Persiaran Selat Selatan, Pandamaran,Pelabuhan Kelang, Selangor, which is expected to commence in September 2001.

Manufacturing Division

Despite a very competitive business environment, the manufacturing division achieved significantlyhigher revenue of RM38.5 million, a 40% increase over 2000’s revenue of RM27.6 million. However, inspite of the increase achieved in the turnover, the division recorded a slightly higher loss of RM261,000in the year in comparison to RM61,000 in the previous year. This was mainly due to a trademark ofRM436,000 which is used for a 51% owned manufacturing subsidiary’s product, was written off as it is nolonger expected to generate income in the foreseeable future.

On 31 March 2001, the deal on the 60% equity participation in Paling Industries Sdn Bhd("Paling") by Etex S. A., which is among the world renowned largest plastic building materialsmanufacturer in Europe with global network, was completed.

Among the advantages that Paling will benefit from the equity participation by Etex S. A. are :-

● Paling will be Etex’s main conduit for Etex products coming into Malaysia which willresult in growth of business turnover.

● Paling will benefit from inter-trading within the Etex Group to obtain the most cost-effective product mix.

● Paling is to be developed by Etex into its ASEAN centre for production anddistribution.

● Paling will have access to patented technology and ready know-how inproduction techniques to achieve world-class standards.

● Paling will select Etex products (with potential in ASEAN market) that will belocalised and manufactured by Paling.

▲ Paling Product

Bandar Utama, Batang Kali, SelangorSingle Storey Terrance House

▲

Paling Product



● Paling will leverage off Etex’s bargainingstrength for preferential rates on machinery andraw materials.

Corporate Development

In February 2001, the Group received approvalfrom the Securities Commission for its :-

(i) Proposed Renounceable Rights Issue of up to52,277,289 new ordinary shares of RM1.00 eachin the Company credited as fully paid-up at anissue price of RM1.00 per share on the basis of one (1) new share for every two (2) shares held; and

(ii) Proposed Special Issue of up to 80,920,000 new shares in the Company in consideration of an offerby the Company to replace from the holders of the existing 1997/2002 5% Irredeemable ConvertibleUnsecured Loan Stocks ("ICULS") their respective ICULS holdings on the basis of 120 ICULS inconsideration of 30 new shares in the Company, together with a restricted issue of 30 new shares inthe Company at an issue price of RM1.00 per share payable in full for cash.

On 23 March 2001, the shareholders of the Company approved the divestment of 2,700,000 ordinaryshares of RM1.00 each, representing 60% of the entire issued and paid-up share capital in PalingIndustries Sdn Bhd to Etex Holding B.V. for a total cash consideration of RM27,075,000. The divestmentresulted in an exceptional gain of RM10,729,328 and RM23,475,000 to the Group and the Company,respectively.

Employees’ Share Option Scheme ("ESOS")

In February and April 2000, the Group received approval from the Securities Commission and shareholdersrespectively for its proposed ESOS of 3,563,000 ordinary shares. The relevant documents pertaining tothe ESOS have been lodged with the Registrar of Companies on 19 May 2000 and on 14 July 2000, theGroup has offered the ESOS to its eligible employees at an exercise price of RM1.40 per share.

Boardroom Change

I would like to welcome on Board Encik AbdulRahman bin A. Shukor who was appointed asalternate Director to Datuk Sim Peng Choon (anominee Director for Permodalan Nasional Berhad)in the year 2001. I would also like to thank EncikIbrahim bin Awang and Mr Yeoh Hock Thong whohave both retired as Directors for their invaluable

Perkampungan Sri Mahkota Aman, Kuantan, PahangSingle Storey House

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Taman Mastiara, Kuala LumpurDouble Storey Shop

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Prospect

The Malaysian economy is expected to register a moderation in GDP growth of about 5% in 2001. Thegrowth momentum built over the last two years, strength of economic fundamentals and theimplementation of new pre-emptive measures by the Government to cushion the economic against aglobal slowdown are expected to generate sufficient impetus to sustain a respectable rate of growth ofeconomic activities.

contribution to the development of the Groupduring their terms in office.

A N N U A L R E P O R T 2 0 0 1 18

Under this macro economy backdrop, the Group is confident of achieving another satisfactoryperformance for the coming financial year in the Group’s housing development as well as constructiondivisions, both in Peninsular Malaysia and East Malaysia.

Dividend

The Board of Directors has recommended a first and final dividend of 1.5% less 28% tax in respect ofthe financial year ended 31 March 2001.

Appreciation

On behalf of the Board, I would like to extend my sincere gratitude to my fellow members on the Board,management and staff for their continuing support, confident, commitment and contribution to theperformance of the Group. Our satisfactory performance in this financial year would also not have beenpossible without the support from our shareholders, clients, sub-contractors, suppliers and businessassociates of the Group. Here, I wish to express my appreciation to the above parties.

I would also like to thank the Kuala Lumpur Stock Exchange, the Registrar of Companies, the SecuritiesCommission, our bankers, lawyers, auditors and agencies for their constant assistance throughout theyear.

YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P.Eng.,FASChairman of the Board of Directors

15 August 2001

Bandar Utama Batang KaliDouble Storey Terrace

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The regulations to purchase and own property by foreigners have also been relaxed by the Governmentin order to encourage foreign direct investments and enhance the property market sector.

The Group will continue to consolidate its position and restructure its operations to be leaner and moreefficient. It will continue to focus on value-added activities such as strategic joint ventures with landowners ;while still sustaining its own housing development activities on its land bank.

The construction sector in the Group’s principal markets are expected to be competitive in the forthcomingyear. However, in view of the country’s continued economic recovery and with the Group’s diversificationinto East Malaysia’s projects, the Group expects to remain competitive in its existing businesses. TheGroup will also continue to seek and explore new avenues and opportunities both in Peninsular Malaysiaand East Malaysia.



DPengenalan

engan sukacitanya saya bagi pihak Lembaga Pengarah membentangkan Laporan Tahunan SiahBrothers Corporation Berhad untuk tahun kewangan berakhir 31 Mac 2001.

Kajian Kewangan

Kumpulan telah mencatat keuntungan sebelum cukai dan peruntukan hutang ragu sebanyak RM8.74juta bagi tahun kewangan yang berakhir pada 31 Mac 2001. Jumlah hutang ragu sebanyak RM7.32 jutadiperuntukkan setelah mengambilkira hutang-hutang yang belum dibayar bagi pembinaan secara pukalPlaza Phoenix, Empire Tower dan Hotel Princess.

Pembangunan hartanah & perumahan, yang kekal sebagai aktiviti utama Kumpulan adalah penyumbangutama kepada perolehan Kumpulan. Walaubagaimanapun, bahagian pembinaan telah mengalamipenurunan dalam perolehannya setelah kampus dan kemudahan akademi untuk Institut AntarabangsaPemikiran dan Tamadun Islam di Taman Duta, Kuala Lumpur dan juga pangsapuri mewah The Peak,Signal Hill, di Kota Kinabalu, Sabah siap dibina.

Bagi tahun yang dibentangkan, Kumpulan meneruskan langkah-langkah rasional dan pengurangan kosbagi mengurangkan kesan-kesan daripada situasi ekonomi masa kini. Dengan semangat budaya korporatdan ketelusan, Lembaga Pengarah telahpun melaksanakan satu polisi untuk sentiasa menjalankan kajianmenyeluruh untuk mendapatkan kembali hutang-hutang dan mangetahui nilai pelaburan semasa.

Kajian Operasi

Bahagian Pembanguan Hartanah & Perumahan dan Pembinaan

Bahagian ini telah memperolehi pencapaian yang memuaskan dalam tahun kewangan 2001 walaupunberoperasi dalam suasana operasi dan urusniaga yang mencabar dan bersaing.

Bagi tahun kewangan yang dibentangkan, bahagian pembinaan telah diberi tender oleh Jabatan KerjaRaya, Selangor untuk menaik-tarafkan Jalan Batu Caves – Simpang Tiga. Kami juga sedang dalamrundingan dengan pihak-pihak yang tertentu untuk mendapatkan beberapa projek kerajaan yang diharapakan dapat menyumbangkan pulangan yang menguntungkan kepada Kumpulan buat beberapa tahunakan datang.

Di antara projek-projek utama yang dimajukan dan juga sedang dijalankan oleh bahagian pembangunanhartanah & perumahan bagi tahun yang dibentangkan adalah:-

● Apatmen-apatmen bandar dan kedai-kedai pejabat di Taman Mastiara, Jalan Ipoh, Kuala Lumpur.

Penyata Pengerusi

Institut Antarabangsa Pemikiran dan Tamadun Islam

A N N U A L R E P O R T 2 0 0 1 20

Penyata Pengerusi

● Rumah-rumah teres di Perkampungan Sri Mahkota Aman, Kuantan, Pahang dan di Bandar Utama,Batang Kali, Selangor.

Selain dari itu, bahagian ini juga telah menandatangani satu perjanjian pembangunan usahasama denganTA Properties Sdn Bhd. Di bawah pembangunan usahasama ini, bahagian ini akan membangunkan 400unit apatmen kos rendah dan 294 unit rumah teres kos sederhana di Persiaran Selat Selatan, Pandamaran,Pelabuhan Kelang, Selangor. Pembangunan ini dijangka akan bermula pada bulan September 2001.

Bahagian Pengilangan

Walaupun berada dalam suasana urusniaga yang bersaing, bahagian pengilangan masih mencapaiperolehan sebanyak RM38.5 juta iaitu kenaikan sebanyak 40% berbanding perolehan sebanyak RM27.6juta pada tahun 2000. Namun demikian, bahagian ini mengalami kerugian sebanyak RM261,000

berbanding dengan RM61,000 pada tahun sebelumnya. Ini disebabkan kos tandaperniagaan berjumlah RM436,000 yang digunakan untuk produk pengilangan anak syarikatyang dimiliki 51% telah dilupuskan kerana dijangka tidak akan mendatangkan pendapatandi masa akan datang.

Perjanjian telah dimeterai pada 31 Mac 2001 dengan persetujuan perkongsian ekuitisebanyak 60% dalam Paling Industries Sdn Bhd ("Paling") oleh Etex S.A, salah sebuahpengilang bahan-bahan binaan plastik yang terkemuka di Eropah.

Di antara kelebihan-kelebihan yang akan dinikmati oleh Paling dari perkongsian ekuitioleh Etex S. A. adalah :-

● Paling akan dijadikan saluran utama bagi produk-produk Etex yang dibawa masukke Malaysia secara langsung yang akan meningkatkan perolehan perniagaannya.

● Paling akan berpeluang untuk berurusniaga dalaman sesama Kumpulan Etex untukmemperolehi produk campuran dengan kos yang lebih efektif.

● Paling akan dipermajukankan oleh Etex sebagai pusat pembuatan danpemasaran di sekitar ASEAN.

● Paling akan diberi pendedahan kepada teknologi tercipta dan teknikpengeluaran yang canggih untuk mencapai mutu keluaran yang diiktirafseluruh dunia.

● Paling akan memilih produk-produk Etex yang berpotensi di pasaran ASEANyang akan dikeluarkan daripada kilang Paling.

● Paling akan menggunakan sepenuhnya kelebihan Etex untuk mendapatkan kadar-kadar yang terbaikke atas kelengkapan mesin dan bahan-bahan mentah.

Perkembangan Korporat

Pada bulan Februari 2001, Kumpulan telah menerima kelulusan daripada Suruhanjaya Sekuriti bagi :-

(i) Cadangan Terbitan Hak Boleh Diisytihar Semula sebanyak 52,277,289 saham-saham biasa baru yangbernilai RM1.00 setiap satu dalam Syarikat dikreditkan sebagai dibayar sepenuhnya dengan hargaterbitan RM1.00 setiap satu atas dasar satu saham biasa untuk setiap dua saham yang dimiliki ; dan

(ii) Cadangan Terbitan Istimewa sebanyak 80,920,000 saham baru dalam Syarikat denganmempertimbangkan tawaran Syarikat untuk menggantikan daripada pemegang-pemegang 1997/

Barangan Keluaran Paling▲

Barangan Keluaran Pali▲


2002 5% Stok Pinjaman Tidak Boleh Ditebus, BolehDiubah Dan Tidak Bercagar ("ICULS") pada masa kinidengan ICULS yang masing-masing dipegang atas dasar120 ICULS ditukarkan dengan 30 saham-saham barudalam Syarikat, dan dengan terbitan terhad sebanyak 30saham baru dengan harga RM1.00 setiap satu, yang akandibayar sepenuhnya secara tunai.

Pada 23 Mac 2001, para pemegang-pemegang sahamSyarikat telah meluluskan pelupusan sebanyak 2,700,000

Taman Mastiara Townnville, Kuala Lumpur150 units 3 dan 4 Tingkat Rumah Bandar

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Perkampungan Sri Mahkota, KuantanRumah Teres Satu Tingkat

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Penyata Pengerusi

saham biasa bernilai RM1.00 setiap satu, yang mewakili 60%daripada keseluruhan modal saham terbitan dan berbayarPaling Industries Sdn Bhd kepada Etex Holding B.V. dengan harga pelupusan secara tunai berjumlahRM27,075,000. Pelupusan tersebut telah mencatat keuntungan luarbiasa sebanyak RM10,729,328 danRM23,475,000 kepada Kumpulan dan Syarikat masing-masing.

Skim Opsyen Saham Pekerja ("ESOS")

Pada bulan Febuari dan April 2000, para pemegang-pemegang sahamSyarikat dan Suruhanjaya Sekuriti masing-masing telah meluluskancadangan penerbitan ESOS sebanyak 3,563,000 saham biasa.Dokumen-dokumen yang berkenaan telahpun didaftarkan di pejabatPendaftar Syarikat pada 19 Mei 2000. Pada 14 Julai 2000, Kumpulantelah menawarkan ESOS kepada pekerja-pekerja Kumpulan yangberkelayakan untuk membeli saham-saham biasa baru dengan nilainyaRM1.40 setiap satu.

Perubahan Lembaga Pengarah

Bagi pihak Lembaga Pengarah, saya ingin mengalu-alukan Encik Abdul Rahman bin A. Shukor yangtelah menyertai Lembaga Pengarah sebagai pengarah alternatif kepada Datuk Sim Peng Choon (Pengarah nomini bagi Permodalan Nasional Berhad) pada tahun 2001. Saya juga ingin merakamkanpenghargaan terhadap sumbangan berharga yang telah diberikan oleh Encik Ibrahim bin Awang danEncik Yeoh Hock Thong sepanjang penggal mereka sebagai Pengarah Syarikat, bagi pembangunandan pertumbuhan Kumpulan.

Prospek

Ekonomi Malaysia dijangka akan mencatat kesederhanaan dalam pertumbuhan Pendapatan Kasar Negaraiaitu sebanyak 5% dalam tahun 2001. Dengan momentum pertumbuhan yang dibina dalam masa duatahun yang lepas, kekuatan asas ekonomi dan pelaksanaan langkah-langkah baru oleh kerajaan untukmempertahankan ekonomi daripada kemelesetan global dijangka akan merangsangkan kadarpertumbuhan aktiviti-aktiviti ekonomi.

Kerajaan juga telah melonggarkan syarat-syarat pembelian dan pemilikan hartanah oleh orang-orangasing bagi menggalakkan pelaburan asing secara langsung serta meningkatkan sektor pasaran hartanah.

Kumpulan akan terus mengukuhkan kedudukannya dan menyusun semula operasinya agar lebih efisyendan berkesan. Tumpuan akan terus diberikan kepada aktiviti-aktiviti yang mempunyai nilai tambahanseperti usahasama yang strategik dengan tuan-tuan tanah sementara masih meneruskan pembangunanhartanah & perumahan di atas tanah yang dimiliki.

A N N U A L R E P O R T 2 0 0 1 22

Sektor pembinaan Kumpulan dijangka akan terus bersaing dalam pasaran utama pada tahun yang akandatang. Walaubagaimanapun, memandangkan situasi ekonomi yang memberangsangkan dankepelbagaian aktiviti Kumpulan yang melibatkan projek-projek di Malaysia Timur, Kumpulan dijangkaakan terus bersaing dalam urusniaga sediaada. Kumpulan akan terus berusaha untuk mencari danmemperkembangkan peluang-peluang baru yang ada di Semenanjung Malaysia dan juga Malaysia Timur.

Dalam situasi ekonomi makro, Kumpulan yakin akan meraih pencapaian yang memuaskan bagi tahunkewangan akan datang dalam bahagian hartanah & perumahan dan pembinaan Kumpulan diSemenanjung Malaysia dan Malaysia Timur.

Penyata Pengerusi

Bandar Utama Batang KaliRumah Teres Satu Tingkat

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Bandar Utama Batang KaliRumah Kedai Dua Tingkat

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Dividen

Lembaga Pengarah mencadangkan dividen pertama dan terakhir sebangyak 1.5% selepas cukai 28%bagi tahun kewangan berakhir 31 Mac 2001..

Penghargaan

Bagi pihak Lembaga Pengarah, saya mengambil kesempatan ini untuk merakamkan penghargaan sayakepada ahli-ahli Lembaga Pengarah atas sokongan dan tunjukajar mereka serta penghargaan kepadapara pemegang-pemegang saham yang memberikan keyakinan dan dedikasi kepada Kumpulan.

Saya juga ingin meyampaikan ribuan terima kasih kepada semua kakitangan dan pihak pengurusankami di atas usaha gigih, kesetiaan dan keyakinan mereka kepada Kumpulan.

Pihak kami juga ingin merakamkan setinggi-tinggi penghargaan kepada agensi-agensi kerajaan, pihakbank, peguam-peguam, juruaudit, rakan kongsi perniagaan, penasihat dan pelanggan kami di atassokongan dan galakan mereka.

YBhg. Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P.Eng., FASPengerusi Lembaga Pengarah

15 Ogos 2001

SIAH BROTHERS CORPORATION BERHAD23Audit Committee Report

The Board of Siah Brothers Corporation Berhad is pleased to present the Audit Committee Report forthe financial year ended 31 March 2001.

(i) COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises the following:-

Chairperson : Dr. Norraesah Bt. Haji MohamadPhD., B.Sc. (Econ)(Independent Non-Executive Director)

Members : Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad YunusPSM, DIMP, JMN, PJK, B.Sc., P.Eng, FAS(Independent Non-Executive Director)

Datuk Sim Peng ChoonPJN(Non-Executive Director)

Sia Teong HengB.Sc. (Eng), M.Sc.(Executive Director)

Secretaries : Chong Fook SinATII, MCCS, AFA

Kan Chee JingACIS

(ii) MEETING OF THE AUDIT COMMITTEE

The Audit Committee met four times during the financial year ended 31 March 2001 and the detailsof the attendance of each member of the Audit Committee are as follows:-

No. of MeetingsName of Members attended

Dr. Norraesah Bt. Haji Mohamad 2

Tan Sri Dato’ Ir. Muhammad Yusuff

Bin Haji Muhammad Yunus 4

Datuk Sim Peng Choon 4

Sia Teong Heng 4

A N N U A L R E P O R T 2 0 0 1 24

(iii) ACTIVITIES OF THE AUDIT COMMITTEE

In a proactive move towards ensuring the promotion of high standards of corporate governance,accountability, due diligence and integrity, the Audit Committee had undertaken the followingactivities in the financial year ended 31 March 2001:-

1. reviewed the annual plan with the External Auditors in terms of the nature of the audit procedures,significant accounting and auditing problems, impact of new or proposed changes in theaccounting standards and regulatory requirements;

2. ensured that sufficient audit coverage was accorded on all areas of the Group’s business andactivities;

3. reviewed the audit programme, performance and findings of the Internal Audit Department("IAD") as well as monitored the implementation of IAD’s Audit Programme;

4. assessed the capacity of IAD to fulfil its responsibilities for reviewing, amongst other thing, thescope of IAD’s charter;

5. reviewed the Company’s compliance with certain government regulations; and

6. assessed the performance of the Company’s financial management.

At the Audit Committee Meetings held on 26 May 2000 and 25 August 2000, IAD tabled its auditreport to the Audit Committee for deliberation. Weaknesses of procedures were identified and therespective Heads of Department were asked to take the necessary actions to rectify those weaknessesand to put proper procedures and control mechanism in place to prevent future occurrences of asimilar nature.

During the year, IAD focused on:

◆ Housing Development Division’s receipt and payment systems- Seri Ampangan Realty Sdn Bhd; and- Sinaran Naga Sdn Bhd,

◆ Construction Division’s appointment & awarding of sub-contractors and payment systems- Syarikat Siah Brothers Trading Sdn Bhd; and- Syarikat Siah Brothers Construction Sdn Bhd,

which collectively contributed more than 50% of the Group’s turnover.

It is also the Audit Committee’s normal practice that External Auditors are invited to present theirviews to the Audit Committee in respect of the Company’s annual financial results before the AuditCommittee submits its recommendation to the Board for approval.

Minutes of each Audit Committee Meeting were distributed to all members of the Board for notation.Recommendations of the Audit Committee were also considered by the Board.

The Company has paid RM10,000 non-audit fees to the External Auditors for the financial yearended 31 March 2001.

Audit Committee Report


(iv) TERMS OF REFERENCE OF THE AUDIT COMMITTEE

(a) Membership

The committee shall be appointed by the Board from amongst the Directors of the Companyand shall consist of at least 3 directors, a majority of whom are independent. At least onemember of the Committee:-

1. must be a member of the Malaysian Institute of Accountants; or

2. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3years’ working experience and

◆ he must have passed the examinations specified in Part I of the 1st Schedule to theAccountants Act, 1967; or

◆ he must be a member of one of the associations of accountants specified in Part II ofthe 1st Schedule to the Accountants Act, 1967.

The members of the Committee shall elect the Chairman from among their number who shallbe an independent director.

In order to form a quorum in respect of a meeting of the Committee, the majority of memberspresent must be independent directors.

(b) Attendance At Meetings

The Finance Director, the Head of Internal Audit and a representative of the external auditorsshall normally attend meetings. Other directors and employees of the Company may attendmeetings at the Committee’s invitation. However, at least once a year the Committee shallmeet with the external auditors without any executive director present.

The Company Secretary shall be the secretary of the Committee.

(c) Frequency Of Meetings

Meetings shall be held not less than four times a year. The external auditors may request ameeting if they consider that one is necessary.

(d) Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference.It is authorised to seek any information it requires from any employee and all the employeesare directed to cooperate with any request made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independentprofessional advice and to secure the attendance of an outsider with relevant experience andexpertise if it considers this necessary.


A N N U A L R E P O R T 2 0 0 1 26

(e) Duties

The duties of the Committee shall be

1. to consider the appointment of the external auditors, the audit fee, and any questions ofnomination, resignation or dismissal.

2. to discuss with the external auditors before the audit commences the nature and scope ofthe audit and ensure co-ordination where more than one audit firm is involved.

3. to discuss with the external auditors the evaluation of the system of internal controls, auditreport and ensure assistance given by the employees to the external auditors.

4. to review the quarterly and year-end financial statements before submission to the Board,focusing particularly on –

- any changes or implementation of changes in accounting policies and practices

- major judgement areas

- significant adjustments arising from the audit

- significant and unusual events

- the going concern assumption

- compliance with accounting standards

- compliance with stock exchange and legal requirements

5. to discuss problems and reservations arising from the interim and final audits and anymatters the auditor may wish to discuss (in the absence of management where necessary).

6. to review the external auditors’ management letter and management’s response.

7. to do the following where an internal audit function exists –

- review the adequacy of the scope, functions and resources of the internal audit functionand that it has the necessary authority to carry out its work

- review the internal audit programme and processes and results of the internal auditprogramme, processes and investigation and where necessary, ensure that appropriateaction is taken on the recommendations of the internal audit function

- review any appraisal or assessment of the performance of members of the internalaudit function

- approve any appointment or termination of senior staff members of the internal auditfunction



- inform itself of resignations of internal audit staff members and provide the resigningstaff member an opportunity to submit his reasons for resigning

8. to consider any related party transactions and conflict of interest situations that may arisewithin the company or group including any transaction, procedure or course of conductthat raises questions of management integrity.

9. to consider the major findings of internal investigations and management’s response andensure co-ordination between the internal and external auditors.

10. to consider other topics, as defined by the Board.

(f) Reporting Procedures

The Company Secretary shall circulate the minutes of meetings of the Committee to all membersof the Board.


A N N U A L R E P O R T 2 0 0 1 28Group Financial Highlights

2001 2000 1999 1998 1997RM'000 RM'000 RM'000 RM'000 RM'000

RESULTSTurnover 92,411 114,707 149,669 256,884 234,310Profit before taxation 1,421 2,555 2,088 13,364 12,229Profit after taxation but before minority interests (9,658) 3,736 3,923 6,430 8,036Profit after minority interests but before exceptional items (9,658) 3,736 1,679 2,561 7,948Profit attributable to shareholders 1,071 3,729 1,679 2,561 7,562

ASSET EMPLOYEDProperty, plant and equipment 12,723 31,271 33,939 31,625 33,793Investments and other assets 135,186 122,850 147,660 147,299 142,942Sinking Fund Bank Account - - - - 5,216Net current assets 58,346 56,393 34,687 34,766 59,555Goodwill and deferred expenditure 10,246 8,253 8,185 8,543 9,061

216,501 218,767 224,471 222,233 250,567

FINANCED BYShare capital 57,302 57,302 50,469 50,469 50,458Reserves 43,087 42,832 40,095 38,780 36,610Minority interests - - 14,897 13,084 10,247Redeemable Unsecured

Guaranteed Bonds - - - - 34,157Irredeemable Convertible Unsecured Loan Stocks 115,600 115,600 115,600 115,600 115,600Deferred Liabilities 512 3,033 3,410 4,300 3,495

216,501 218,767 224,471 222,233 250,567

SELECTED RATIOSNet earnings per share (sen) 1.60 6.90 3.33 5.07 15.76Net tangible assets per share (sen) 165.07 168.52 163.23 159.91 154.60Gross dividend (%) 1.50 1.50 1.00 1.00 7.00

PROFIT BEFORE TAXATION (RM’000) ASSETS EMPLOYED (RM’000)

TURNOVER (RM’000) SHAREHOLDERS’ FUNDS (RM’000)


Financial Statement

For the year ended 31st March 2001


The directors hereby submit their report and the audited financial statements of the Group and of theCompany for the financial year ended 31 March 2001.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision ofmanagement and administrative services to the subsidiary companies. The principal activities of thesubsidiary companies are disclosed in Note 5 to the financial statements. There have been no significantchanges in the nature of these activities during the financial year.

RESULTSTHE GROUP THE COMPANY

RM RM

Profit after taxation for the financial year 1,070,935 20,257,759

DIVIDENDS

Since the end of the previous financial year, the Company paid the following dividends:-

(i) dividend of 5.5% less 28% tax amounting to RM246,864 for the Irredeemable Cumulative ConvertiblePreference Shares ("ICCPS") in respect of the previous financial year, in accordance with the termsof issue of the ICCPS; and

(ii) first and final dividend of 1.5% less 28% tax amounting to RM545,065 for the ordinary shares inrespect of the previous financial year as proposed in the directors’ report of that financial year.

For the financial year,

(i) the directors have declared the payment of a dividend of 5.5% less 28% tax amounting to RM270,587for the ICCPS, in accordance with the terms of issue of the ICCPS; and

(ii) the directors recommend the payment of a first and final dividend of 1.5% less 28% tax amountingto RM545,065 in respect of the ordinary shares.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year except asdisclosed in the financial statements.

ISSUES OF SHARES

During the financial year,

(a) there were no changes in the authorised and issued and paid-up capital of the Company; and

(b) there were no issues of debentures by the Company.

Directors’ Report

A N N U A L R E P O R T 2 0 0 1 32

EMPLOYEE SHARE OPTION SCHEME ("ESOS")

Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to subscribefor new shares of RM1 each at an exercise price of RM1.40 per share is as follows:-

NUMBER OF ORDINARY SHARES OFRM1 EACH UNDER OPTION

At 14 July 2000 (date of implementation) 3,563,000Exercised during the financial year -

At 31 March 2001 3,563,000

The salient features of the ESOS are disclosed in Note 40 to the financial statements.

OPTIONS GRANTED OVER UNISSUED SHARES

During the financial year, no options were granted by the Company to any person to take up anyunissued shares in the Company except for the share options granted pursuant to the ESOS.

The Company however has in issue a total of 17,076,200 Transferable Subscription Rights ("TSRs") ofwhich the expiry date has been extended to 20 February 2004. The TSRs entitle the holders thereof therights to subscribe for new ordinary shares of RM1 each on the basis of 1 new ordinary share of RM1each for every TSR held at a pre-determined subscription price of RM3.50 per share.

During the financial year, none of the subscription rights under the TSRs were exercised.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors tookreasonable steps to ascertain that action had been taken in relation to the writing off of bad debts andthe making of provision for doubtful debts, and satisfied themselves that all known bad debts had beenwritten off and that adequate provision had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances that would further require thewriting off of bad debts, or additional provision for doubtful debts in the financial statements of theGroup and of the Company.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors tookreasonable steps to ascertain that any current assets other than debts, which were unlikely to be realisedin the ordinary course of business, including their values as shown in the accounting records of theGroup and of the Company, have been written down to an amount which they might be expected so torealise.

Directors’ Report


At the date of this report, the directors are not aware of any circumstances which would render thevalues attributed to the current assets in the financial statements of the Group and of the Companymisleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen whichrender adherence to the existing methods of valuation of assets or liabilities of the Group and of theCompany misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

Other than the contingent liabilities as disclosed in Note 38 to the financial statements, at the date ofthis report, there does not exist:

(i) any charge on the assets of the Group and of the Company that has arisen since the end of thefinancial year which secures the liabilities of any other person; or

(ii) any contingent liability of the Group and of the Company which has arisen since the end of thefinancial year.

No contingent or other liability of the Group and of the Company has become enforceable or is likelyto become enforceable within the period of twelve months after the end of the financial year which, inthe opinion of the directors, will or may substantially affect the ability of the Group and of the Companyto meet their obligations when they fall due.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with inthis report or the financial statements of the Group and of the Company which would render anyamount stated in the financial statements misleading.

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the financial year were not, inthe opinion of the directors, substantially affected by any item, transaction or event of a material andunusual nature other than as disclosed in Note 28 to the financial statements.

There has not arisen in the interval between the end of the financial year and the date of this report anyitem, transaction or event of a material and unusual nature likely, in the opinion of the directors, toaffect substantially the results of the operations of the Group and of the Company for the financial year.

Directors’ Report

A N N U A L R E P O R T 2 0 0 1 34

DIRECTORS

The directors who served since the date of the last report are as follows:-

TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUSSIA KWEE MOW @ SIA HOK CHAISIA TEONG HENGMUN CHONG SHING @ MUN CHONG TIANDATO’ LIM PHAIK GANDR. NORRAESAH BT HAJI MOHAMADDATUK SIM PENG CHOONABDUL RAHMAN BIN A.SHUKOR (ALTERNATE TO DATUK SIM PENG CHOON, APPOINTED ON 5.2.2001)IBRAHIM BIN AWANG (ALTERNATE TO DATUK SIM PENG CHOON, RESIGNED ON 3.1.2001)YEOH HOCK THONG (RESIGNED ON 2.4.2001)

Pursuant to Section 129 of the Companies Act, 1965, Tan Sri Dato’ Ir. Muhammad Yusuff bin HajiMuhammad Yunus and Dato’ Lim Phaik Gan retire at the forthcoming Annual General Meeting and offerthemselves for re-election under the provision of Section 129(6) of the said Act to hold office until thenext Annual General Meeting of the Company.

Pursuant to Article 80 of the Articles of Association of the Company, Sia Teong Heng retires by rotationat the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

Pursuant to the Listing Requirements of the Kuala Lumpur Stock Exchange, Sia Kwee Mow @ Sia HokChai retires at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the endof the financial year, in shares, TSRs, Irredeemable Convertible Unsecured Loan Stocks ("ICULS") andoptions under the ESOS in the Company during the financial year are as follows:-

NUMBER OF ORDINARY SHARES OF RM1 EACHAT AT

1.4.2000 BOUGHT SOLD 31.3.2001DIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 3,982,400 - - 3,982,400SIA TEONG HENG 1,296,400 - - 1,296,400MUN CHONG SHING @ MUN CHONG TIAN 17,000 - - 17,000DATO’ LIM PHAIK GAN 5,000 - - 5,000DATUK SIM PENG CHOON 10,000 - - 10,000

INDIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 7,463,832 - - 7,463,832SIA TEONG HENG 7,463,832 - - 7,463,832

Directors’ Report


TRANSFERABLE SUBSCRIPTION RIGHTSAT AT

1.4.2000 BOUGHT SOLD 31.3.2001DIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 3,078,500 - - 3,078,500DR. NORRAESAH BT HAJI MOHAMAD 4,000 - - 4,000MUN CHONG SHING @ MUN CHONG TIAN 12,500 - - 12,500

TRANSFERABLE SUBSCRIPTION RIGHTSAT AT

1.4.2000 BOUGHT SOLD 31.3.2001INDIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 1,746,780 - - 1,746,780SIA TEONG HENG 1,746,780 - - 1,746,780

IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS

AT AT1.4.2000 BOUGHT SOLD 31.3.2001

DIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 2,054,250 - - 2,054,250SIA TEONG HENG 1,432,500 - - 1,432,500MUN CHONG SHING @ MUN CHONG TIAN 22,000 - - 22,000DATUK SIM PENG CHOON 4,000 - - 4,000

INDIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI 89,693,206 - - 89,693,206SIA TEONG HENG 89,693,206 - - 89,693,206

NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION

AT AT1.4.2000 GRANTED EXERCISED 31.3.2001

DIRECT INTERESTSIA KWEE MOW @ SIA HOK CHAI - 450,000 - 450,000SIA TEONG HENG - 350,000 - 350,000MUN CHONG SHING @ MUN CHONG TIAN - 350,000 - 350,000YEOH HOCK THONG - 350,000 - 350,000

By virtue of their interests in the Company, Sia Kwee Mow @ Sia Hok Chai and Sia Teong Heng aredeemed to have interests in the shares in the subsidiary companies to the extent of the Company’sinterest, in accordance with Section 6A of the Companies Act, 1965.

None of the other directors holding office at the end of the financial year had any interests in shares,TSRs, ICULS or options under the ESOS of the Company or its related corporations during the financialyear.

Directors’ Report

A N N U A L R E P O R T 2 0 0 1 36

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive anybenefit (other than a benefit included in the aggregate amount of emoluments received or due andreceivable by directors as shown in the financial statements, or the fixed salary of a full-time employeeof the Company) by reason of a contract made by the Company or a related corporation with thedirector or with a firm of which the director is a member, or with a company in which the director has asubstantial financial interest except for any benefits which may be deemed to arise from transactionsentered into in the ordinary course of business with companies in which certain directors have substantialfinancial interests as disclosed in Note 36 to the financial statements.

Neither during nor at the end of the financial year was the Company or its subsidiary companies a partyto any arrangements whose object is to enable the directors to acquire benefits by means of the acquisitionof shares in or debentures of the Company or any other body corporate except for the existing TSRsand ICULS held by certain directors which would enable them to acquire new shares in the Companyand the share options granted pursuant to the ESOS.

SIGNIFICANT EVENTS

The significant events involving the Group and the Company during the current financial year are disclosedin Note 40 to the financial statements.

SUBSEQUENT EVENT

The significant subsequent event of the Group and the Company is disclosed in Note 41 to the financialstatements.

AUDITORS

The auditors, Messrs. Horwath Mok & Poon, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS

TAN SRI DATO’ IR MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS

SIA KWEE MOW @ SIA HOK CHAI

25 July 2001

Directors’ Report


We, Tan Sri Dato’ Ir Muhammad Yusuff Bin Haji Muhammad Yunus and Sia Kwee Mow @ Sia HokChai, being two of the directors of Siah Brothers Corporation Berhad, state that, in the opinion of thedirectors, the financial statements set out on pages 39 to 70 are drawn up in accordance with applicableapproved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of theGroup and of the Company at 31 March 2001 and of their results and cash flows for the financial yearended on that date.

TAN SRI DATO’ IR MUHAMMAD YUSUFFBIN HAJI MUHAMMAD YUNUS

SIA KWEE MOW @ SIA HOK CHAI

25 July 2001

Statutory Declaration

I, Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), being the director primarily responsible for thefinancial management of Siah Brothers Corporation Berhad, do solemnly and sincerely declare thatthe financial statements set out on pages 39 to 70 are, to the best of my knowledge and belief, correct,and I make this solemn declaration conscientiously believing the same to be true and by virtue of theprovisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by Sia Kwee Mow @ Sia Hok Chai, I/C No. 3290819 (B), at KualaLumpur in the Federal Territory on this 25th day of July, 2001.

SIA KWEE MOW @ SIA HOK CHAIBefore me

Haron Hashim No. W 128

Commissioner for OathsKuala Lumpur25 July 2001

Statement By Directors

A N N U A L R E P O R T 2 0 0 1 38

We have audited the financial statements set out on pages 39 to 70. The preparation of the financialstatements is the responsibility of the Company’s directors. Our responsibility is to express an opinionon the financial statements based on our audit.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These standardsrequire that we plan and perform the audit to obtain reasonable assurance that the financial statementsare free of material misstatement. Our audit included examining, on a test basis, evidence relevant tothe amounts and disclosures in the financial statements. Our audit also included an assessment of theaccounting principles used and significant estimates made by the directors as well as evaluating theoverall adequacy of the presentation of information in the financial statements. We believe our auditprovides a reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the CompaniesAct, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fairview of:-

(i) the state of affairs of the Group and of the Company at 31 March 2001 and their results andcash flows for the financial year ended on that date; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financialstatements of the Group and of the Company; and

(b) the accounting and other records and the registers required by the Companies Act, 1965 to bekept by the Company and by the subsidiary companies of which we have acted as auditors havebeen properly kept in accordance with the provisions of the said Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiary companiesfor which we have not acted as auditors, as indicated in Note 5 to the financial statements.

We are satisfied that the financial statements of the subsidiary companies that have been consolidatedwith the Company’s financial statements are in form and content appropriate and proper for the purposesof the preparation of the consolidated financial statements and we have received satisfactory informationand explanations required by us for those purposes.

The audit reports on the financial statements of the subsidiary companies were not subject to anyqualification and did not include any comments made under Section 174 (3) of the said Act.

HORWATH MOK & POON ONN KIEN HOEFirm No: AF 0995 Approval No: 1772/11/02 (J)Public Accountants Partner of Firm

Kuala Lumpur25 July 2001

Report Of The Auditors To The Members OfSiah Brothers Corporation Berhad


THE GROUP THE COMPANY2001 2000 2001 2000

NOTE RM RM RM RMASSETSInvestment in subsidiary companies 5 - - 167,370,110 173,370,110Interest in associate companies 6 117,533,764 104,715,489 10,440,450 8,040,450Property, plant and equipment 7 12,723,305 31,271,271 102,240 155,302Investment properties 8 16,987,903 17,869,093 - -Other assets 9 664,585 264,799 - -Goodwill on consolidation 10 10,245,527 7,511,884 - -Intangible assets 11 - 740,781 - -

158,155,084 162,373,317 177,912,800 181,565,862

CURRENT ASSETSInventories 12 9,740,311 16,785,581 - -Property development in progress 13 25,755,399 26,915,382 - -Debtors 14 103,665,479 94,550,891 44,797,149 20,313,044Amounts owing by subsidiary companies 15 - - 16,170,926 21,022,577Amounts owing by associate companies 16 5,644,198 6,791,231 101,383 27,883Short term deposits with a licensed bank 150,000 3,272,665 - -Cash and bank balances 1,136,617 1,563,932 79,070 81,157

146,092,004 149,879,682 61,148,528 41,444,661

LESS: CURRENT LIABILITIESAmount owing to contract customers 17 603,824 1,665,665 - -Creditors 18 34,864,221 48,705,990 421,539 5,075,818Amount owing to a director 19 2,918,800 2,918,800 2,918,800 2,918,800Proposed dividend 545,065 545,065 545,065 545,065Dividend payable 270,587 246,864 270,587 246,864Short term borrowings 20 48,543,794 39,403,957 14,462,435 13,223,181

87,746,291 93,486,341 18,618,426 22,009,728

NET CURRENT ASSETS 58,345,713 56,393,341 42,530,102 19,434,933

216,500,797 218,766,658 220,442,902 201,000,795

FINANCED BY:-

SHARE CAPITAL 21 57,301,943 57,301,943 57,301,943 57,301,943RESERVES 22 43,087,162 42,831,879 47,540,959 28,098,852

SHAREHOLDERS’ EQUITY 100,389,105 100,133,822 104,842,902 85,400,795IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 23 115,600,000 115,600,000 115,600,000 115,600,000DEFERRED LIABILITIES 24 511,692 3,032,836 - -

216,500,797 218,766,658 220,442,902 201,000,795

NET TANGIBLE ASSETS PER SHARE 25 165 Sen 168 Sen

Balance Sheets At 31 March 2001

The annexed notes from an integral part of these financial Statements.

A N N U A L R E P O R T 2 0 0 1 40Income Statements

(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)


NOTE RM RM RM RM

TURNOVER 26 92,411,289 114,707,092 9,946,518 11,548,616

COST OF SALES (81,341,010) (97,786,539) - -

GROSS PROFIT 11,070,279 16,920,553 9,946,518 11,548,616

OTHER OPERATING INCOME 1,683,032 2,414,798 204 25,124

ADMINISTRATIVE AND OTHER OPERATING EXPENSES (15,245,542) (10,834,433) (3,881,801) (1,386,298)

(LOSS)/PROFIT FROM OPERATIONS (2,492,231) 8,500,918 6,064,921 10,187,442

FINANCIAL EXPENSES (9,597,215) (9,698,411) (8,641,329) (8,685,386)

SHARE OF PROFIT OF ASSOCIATE COMPANIES 2,781,304 3,759,401 - -

(LOSS)/PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEM 27 (9,308,142) 2,561,908 (2,576,408) 1,502,056 EXCEPTIONAL ITEM 28 10,729,328 (6,508) 23,475,000 -

PROFIT BEFORE TAXATION 1,421,186 2,555,400 20,898,592 1,502,056

TAXATION 29 (350,251) 1,173,757 (640,833) (508,000)

PROFIT AFTER TAXATION 1,070,935 3,729,157 20,257,759 994,056

Earnings per share (sen) - basic 30 1.6 6.9 - diluted 30 N/A 6.5

The annexed notes from an integral part of these financial statements.


NOTE SHARE SHARE RETAINED CAPITALCAPITAL PREMIUM PROFITS RESERVE TOTAL

THE GROUP RM RM RM RM RM

Balance at 1.4.1999 50,468,943 21,507,027 15,588,132 2,999,998 90,564,100Allotment of 5.5% Irredeemable Cumulative Convertible Preference Shares ("ICCPS") 6,833,000 - - - 6,833,000Write-off of expense incurred for the issuance of ICCPS and Transferable Subscription Rights ("TSRs") - (200,506) - - (200,506)Profit after taxation for the financial year - - 3,729,157 - 3,729,157Dividends 31 - - (791,929) - (791,929)

Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 18,525,360 2,999,998 100,133,822Profit after taxation for the financial year - - 1,070,935 - 1,070,935Dividends 31 - - (815,652) - (815,652)Realisation on disposal of a subsidiary company - - 1,799,999 (1,799,999) -

Balance at 31.3.2001 57,301,943 21,306,521 20,580,642 1,199,999 100,389,105

THE COMPANY

Balance at 1.4.1999 50,468,943 21,507,027 6,590,204 - 78,566,174Allotment of 5.5% ICCPS 6,833,000 - - - 6,833,000Write-off of expense incurred for the issuance of ICCPS and TSRs - (200,506) - - (200,506)Profit after taxation for the financial year - - 994,056 - 994,056Dividends 31 - - (791,929) - (791,929)

Balance at 31.3.2000/1.4.2000 57,301,943 21,306,521 6,792,331 - 85,400,795Profit after taxation for the financial year - - 20,257,759 - 20,257,759Dividends 31 - - (815,652) - (815,652)

Balance at 31.3.2001 57,301,943 21,306,521 26,234,438 - 104,842,902

The retained profits of the Group are attributable to/(absorbed by):-

2001 2000RM RM

The Company 26,234,438 6,792,331Subsidiary companies (20,808,795) 6,996,305Associate companies 15,154,999 4,736,724

20,580,642 18,525,360

Statements Of Changes In Equity(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)


A N N U A L R E P O R T 2 0 0 1 42Cash Flow Statements



NOTE RM RM RM RM

CASH FLOWS FOR OPERATING ACTIVITIES(Loss)/Profit before taxation and before exceptional item (9,308,142) 2,561,908 (2,576,408) 1,502,056Exceptional item 10,729,328 (6,508) 23,475,000 -

Profit before taxation 1,421,186 2,555,400 20,898,592 1,502,056

Adjustments for:-Amortisation of deferred expenses 47,710 51,818 - -Bad debts written off 335,590 - 327,763 -Deferred expenses written off 42,696 126,221 - -Depreciation and amortisation of property, plant and equipment 2,723,640 3,161,054 56,617 143,327Deposit written off 150,000 - 150,000 -Exceptional (gain)/loss on disposal of a subsidiary company (10,729,328) 6,508 (23,475,000) -Interest expense 9,396,503 9,446,836 8,460,745 8,513,140Preliminary expenses written off 19,645 - - -Pre-operating expenses written off 68,866 - - -Provision for doubtful debts 6,872,514 998,000 2,352,737 -Trademark written off 436,375 - - -Dividend income - (135) (8,944,445) (10,027,776)Interest income (318,667) (1,470,881) (708,073) (1,226,840)Gain on disposal of property, plant and equipment (170,656) (340,412) 2,899 (25,124)Gain on disposal of investment properties (766,749) - - -Share of profit in associate companies (2,781,304) (3,759,401) - -

Operating profit/(loss) before working capital changes 6,748,021 10,775,008 (878,165) (1,121,217)Decrease/(Increase) in inventories 1,461,305 (387,310) - -Decrease in property development-in-progress 1,818,074 3,648,129 - -(Increase)/Decrease in trade and other debtors 5,654,195 12,859,888 (2,069,605) (2,299,137)(Decrease)/Increase in trade and other creditors (12,322,200) (16,841,837) (4,654,279) 2,623,178(Decrease)/Increase in amount owing to contract customers (695,114) 633,338 - -Increase in deferred expenditure (47,712) (245,262) - -

CASH FROM/(FOR) OPERATIONS 2,616,569 10,441,954 (7,602,049) (797,176)Interest paid (10,421,321) (9,857,985) (8,460,745) (8,513,140)Taxes paid (3,941,393) (2,616,474) (640,833) (508,000)Interest received 318,667 1,470,881 708,073 1,226,840

NET CASH FOR OPERATING ACTIVITIES CARRIED FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476)


SIAH BROTHERS CORPORATION BERHAD43Cash Flow Statements(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)


NOTE RM RM RM RM

NET CASH FOR OPERATING ACTIVITIES BROUGHT FORWARD (11,427,478) (561,624) (15,995,554) (8,591,476)

CASH FLOWS (FOR)/FROM INVESTING ACTIVITIESAdvances to subsidiary companies - - - (21,540,067)Dividend income from quoted investment - 135 - -Dividends received from subsidiary companies - - 10,774,445 9,727,776Net cash (outflow)/inflow on disposal of subsidiary company 32 (2,192,116) 460,325 - -Reduction of cost of investment through transfer of properties - - - 13,510,000Purchase of property, plant and equipment 33 (1,184,381) (1,007,695) (9,654) (15,868)Proceeds from disposal of property, plantand equipment 292,999 419,001 3,200 25,125Proceeds from disposal of investment properties 1,647,939 - - -

NET CASH (FOR)/FROM INVESTING ACTIVITIES (1,435,559) (128,234) 10,767,991 1,706,966

CASH FLOWS (FOR)/FROM FINANCING ACTIVITIESRepayment by/(Advance to) associate companies 1,147,033 (2,981,693) (73,500) (150)Repayment by subsidiary companies - - 4,851,651 -Dividend paid to minority shareholders - (230,000) - -Dividend paid to shareholders of the Company (545,065) (363,376) (545,065) (363,376)Expenses incurred on issuance of ICCPS and TSRs - (200,506) - (200,506)Proceeds from issuance of ICCPS - 6,833,000 - 6,833,000Dividend paid to holder of ICCPS (246,864) - (246,864) -(Repayment)/Drawdown of revolving credit (407,181) 1,450,000 - -Repayment of term loans (354,424) (327,694) - -Repayment to hire purchase creditors (44,721) (186,896) - -

NET CASH (FOR)/FROM FINANCING ACTIVITIES (451,222) 3,992,835 3,986,222 6,268,968

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (13,314,259) 3,302,977 (1,241,341) (615,542)

CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR (12,436,882) (15,739,859) (6,142,024) (5,526,482)

CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 34 (25,751,141) (12,436,882) (7,383,365) (6,142,024)


A N N U A L R E P O R T 2 0 0 1 44

1. GENERAL INFORMATION

The Company is incorporated as a public company limited by shares under the Malaysian CompaniesAct, 1965. The domicile of the Company is Malaysia. The registered office and principal place ofbusiness is as follows:-

Wisma Siah Brothers, 74A, Jalan Pahang, 53000 Kuala Lumpur.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision ofmanagement and administrative services to the subsidiary companies. The principal activities of thesubsidiary companies are disclosed in Note 5 to the financial statements. There have been nosignificant changes in the nature of these activities during the financial year.

3. BASIS OF ACCOUNTING

The financial statements are prepared under the historical cost convention and in compliance withapplicable approved accounting standards.

4. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Companyand all its subsidiary companies made up to 31 March 2001. The subsidiary companies areconsolidated using the acquisition method. The results of subsidiary companies acquired ordisposed of during the financial year are dealt with in the consolidated income statement fromthe effective dates of acquisition or disposal. All significant intragroup transactions, balancesand unrealised profits are eliminated on consolidation.

Goodwill represents the excess of the fair value of purchase consideration over the Group’sshare of the fair values of the separable net assets of subsidiaries at the date of acquisition.Negative goodwill represents the excess of the Group’s share of the fair values of the separablenet assets of subsidiaries at the date of acquisition over the fair value of purchase consideration.

Goodwill is stated net of negative goodwill. The net carrying amount of goodwill is reviewedannually, and is written down for impairment where it is considered necessary. The impairmentvalue of goodwill written off is taken to the income statement.

(b) Property, Plant and Equipment

Freehold land is stated at cost and is not depreciated. Other property, plant and equipmentare stated at cost less accumulated depreciation.

Depreciation of property, plant and equipment is calculated under the straight-line method towrite off the cost of the property, plant and equipment over their estimated useful lives. Theprincipal annual rates used for this purpose are:-

Notes To The Financial Statements(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)

SIAH BROTHERS CORPORATION BERHAD45Notes To The Financial Statements(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)

4. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Long leasehold land and buildings Over 99 yearsFactory 2% - 3%Plant and machinery, construction machinery and equipment 5% - 20%Formwork, scaffoldings and containers 10% - 25%Factory equipment, moulds and dies 10% - 16%Office equipment, computers, furniture and fittings, tools and fittings 5% - 20%Motor vehicles 20%

(c) Associate Companies

The investment in associates in the consolidated financial statements are accounted for underthe equity method, based on the financial statements of the associates made up to the 31March 2001.

The Group’s share of results of associates is included in the consolidated income statementand the Group’s share of post acquisition retained profits and reserves is added to the cost ofinvestment in the consolidated balance sheet.

The investment in associates in the financial statements of the Company is carried at cost.

(d) Investments

Investments other than associate companies are held on a long term basis and are stated atcost. Provision for diminution in the value is only made if the directors are of the opinion thatthe diminution is permanent.

(e) Investment Properties

Investment properties are held as long term investments to generate income and for capitalgain, and are stated at cost. These properties are not depreciated.

(f) Inventories

Inventories are stated at the lower of cost and net realisable value. For manufactured goods,cost is determined on the weighted average basis and includes the cost of materials andincidentals incurred in bringing the inventories to their present location and condition. Forfinished goods and work-in-progress, cost includes direct labour and appropriate productionoverheads.

(g) Debtors

Debtors are carried at anticipated realisable value. Bad debts are written off in the period inwhich they are identified. An estimate is made for doubtful debts based on a review of alloutstanding amounts at the balance sheet date.

(h) Properties Development-In-Progress

Properties development-in-progress comprises land and related development expenditureincurred plus attributable profits less progress billings and foreseeable losses, if any.

A N N U A L R E P O R T 2 0 0 1 46


Land is stated at cost. Development expenditure comprises construction and other relateddevelopment costs and administrative overheads relating to the property development. Interestcosts on borrowings taken to finance the relevant development projects are included in thedevelopment expenditure from commencement to the completion of the development projects.

Attributable profits are determined based on the percentage of completion method, on soldproperties.

(i) Amount Owing To Contract Customers

Amount owing to contract customers is stated at cost plus profits attributable to contracts inprogress less progress billings and provision for foreseeable losses, if any. Cost includes directmaterials, labour and applicable overheads

(j) Interest Capitalisation

Interest incurred on borrowings specifically taken to finance the development of properties iscapitalised until it is ready for its intended use, after which such expense is charged to theincome statement.

(k) Deferred Taxation

Deferred taxation is provided using the liability method on all material timing differences exceptwhere no liability is expected to arise in the foreseeable future. Deferred tax benefit is onlyrecognised when there is reasonable expectation of realisation in the foreseeable future.

(l) Foreign Currencies

Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate ratesof exchange ruling at the transaction dates. Monetary assets and liabilities in foreign currenciesat the balance sheet date are translated at the approximate rates ruling as of that date. Allexchange differences are taken to the income statement.

(m) Income Recognition

(i) Construction Contracts

Revenue on contracts is recognised on the percentage of completion method unless theoutcome of the contract cannot be reliably determined, in which case revenue on contractsis only recognised to the extent of contract costs incurred that are recoverable. Foreseeablelosses, if any, are provided for in full as and when it can be reasonably ascertained that thecontract will result in a loss.

The stage of completion is determined based on surveys of work performed.

(ii) Property development

Revenue from property development is recognised from the sale of completed anduncompleted development properties.

Revenue from sale of completed properties is recognised when the sale is contracted.




Revenue on uncompleted properties contracted for sale is recognised based on the stageof completion method unless the outcome of the development cannot be reliablydetermined in which case the revenue on the development is only recognised to theextent of development costs incurred that are recoverable.

The stage of completion is determined based on the proportion that the developmentcosts incurred for work performed to date bear to the estimated total development costs.

Foreseeable losses, if any, are recognised immediately in the income statement.

Foreseeable losses, if any, are provided for in full as and when it can be reasonablyascertained that the development will result in a loss.

(iii) Interest income and dividend income are recognised on an accrual basis.

(n) Intangible Assets

(i) Preliminary and pre-operating expenses

Incorporation expenses incurred are shown as preliminary expenses while expenses incurredsubsequent to the date of incorporation but before the commencement of operations areshown as pre-operating expenses. Both preliminary and pre-operating expenses are writtenoff to the income statement as and when they are incurred.

(ii) Deferred expenses

Deferred expenses comprise expenditure incurred on certain plant and machinery to extendtheir useful lives. The deferred expenses are amortised on a straight line basis over aperiod of two years.

(iii) Trademark

This represents the agreed cost of a trademark for the use on certain products of theGroup. Amortisation is based on annual production against expected total capacity.Trademark is written off when it is no longer expected to generate income in the foreseeablefuture.

(o) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bankoverdrafts and short term, highly liquid investments that are readily convertible to knownamounts of cash and which are subject to an insignificant risk of changes in value.

5. INVESTMENT IN SUBSIDIARY COMPANIES THE COMPANY2001 2000RM RM

Unquoted shares, at cost 167,370,110 173,370,110


Notes To The Financial Statements

A N N U A L R E P O R T 2 0 0 1 48

5. INVESTMENT IN SUBSIDIARY COMPANIES (Cont’d)

Details of the subsidiary companies, which are all incorporated in Malaysia, are as follows:-

Name of Company Effective Equity Interest Principal2001 2000 Activities

% %

Syarikat Siah Brothers 100 100 General building Trading Sendirian Berhad contractor and

investment holding

Syarikat Siah Brothers 100 100 Building and civil Construction Sdn. Bhd. engineering works

Siah Brothers Enterprise Sdn. Bhd. * 100 100 Building contractor

Siah Brothers Industries 100 100 Investment holding Sdn. Bhd. *

Siah Brothers Land Sdn. Bhd. 100 100 Investment holding

Siah Brothers Project 100 100 Provision of management Management Sdn. Bhd.* services

Siah Brothers Properties Sdn. Bhd.* 100 100 Investment holding

Mixwell (Malaysia) Sdn. Bhd. 100 100 Project managementand propertydevelopment

Siah Brothers Development 100 100 Proposed property Sdn. Bhd. * development

Sinaran Naga Sdn. Bhd. 100 100 Property development

Tiara Development 100 100 Proposed property Sdn. Bhd.* development

SBC Homes Sdn. Bhd.* 100 100 Proposed propertydevelopment

Lifeplus – Siah Brothers Trading 100 100 Project managementJV Sdn. Bhd. and its related(formerly known as SBC Civil & technical servicesStructural Sdn. Bhd.)

Seri Ampangan Realty Sdn. Bhd. 100 100 Property development

SBC Leisure Sdn. Bhd.* 100 100 Property development



5. INVESTMENT IN SUBSIDIARY COMPANIES (Cont’d)

Name of Company Effective Equity Interest Principal2001 2000 Activities

% %

SBC Towers Sdn. Bhd.* 100 100 Property development

Aureate Construction Sdn. Bhd.* 100 100 Property investment

Winsome Ventures Sdn. Bhd. 100 100 Intended propertymanagement

Masahmura Sdn. Bhd.* 51 51 Manufacturing ofmaterial handlingequipment andmetal frames

Masahmura Sales & 51 51 Trading of light Service Sdn. Bhd. industrial handling

equipment and metal frames

Paling Industries Sdn. Bhd.* - # 100 Manufacturing ofplastic buildingmaterials

Liga Canggih Sdn. Bhd.* - ## 100 Dormant

* Not audited by Horwath Mok & Poon.

# During the financial year, the Company disposed of 60% of its equity interest in Paling IndustriesSdn. Bhd. ("Paling") thereby resulting in Paling becoming an associate company. Further detailsof the divestment are disclosed in Note 40 (c) to the financial statements.

## Held by Paling.

6. INTEREST IN ASSOCIATE COMPANIES

THE GROUP THE COMPANY2001 2000 2001 2000RM RM RM RM

Unquoted shares, at cost 10,760,451 8,360,451 10,440,450 8,040,450Unquoted shares at Group cost (Note a) 91,618,314 91,618,314 - -Share of post acquisition reserves 15,154,999 4,736,724 - -

117,533,764 104,715,489 10,440,450 8,040,450


A N N U A L R E P O R T 2 0 0 1 50

6. INTEREST IN ASSOCIATE COMPANIES (Cont’d) THE GROUP

2001 2000RM RM

The interest in associate companies comprises:-

Group’s share of net tangible assets 71,517,794 58,699,519Group’s share of intangible assets 63,967 63,967Revaluation of Group cost (net of deferred taxation) (Note b) 45,952,003 45,952,003

117,533,764 104,715,489

(a) Unquoted shares at Group cost THE GROUP

2001 2000RM RM

At 1 April 2000/1999 91,618,314 119,580,739Reduction through transfer of land - (13,510,000)Reduction through transfer of equity interest in Mixwell - (14,452,425)

91,618,314 91,618,314

(b) Revaluation of Group cost

At 1 April 2000/1999 45,952,003 73,914,428Reduction to Group cost arising from the settlement of the short fall in the profit guarantee by the main vendor and a guarantor for the purchase of Mixwell by the Company by way of:-- transfer of land - (13,510,000)- transfer of equity interest in Mixwell - (14,452,425)

45,952,003 45,952,003

Details of the associate companies, which are all incorporated in Malaysia, are as follows:-

Name of Company Effective Equity Interest Principal Activities2001 2000

% %

Ligamas Sdn. Bhd.* 50.0 50.0 Property development

Varich Industries Sdn. Bhd.# 50.0 50.0 Proposed quarrying

Sri Berjaya Development 33.3 33.3 Investment and developmentSdn. Bhd. # of landed properties



6. INTEREST IN ASSOCIATE COMPANIES (Cont’d)

Name of Company Effective Equity Interest Principal Activities2001 2000

% %

Sri Rawang Properties 22.2 22.2 Investment in properties Sdn. Bhd.# and rubber estates

South East Best 20.0 20.0 Property development Sdn. Bhd.*

Paling Industries Sdn. Bhd.* 40.0 - Manufacturing ofplastic building materials

* Share of results of these associate companies are based on the latest available unauditedmanagement financial statements made up to 31 March 2001.

# The results of these associate companies have not been equity accounted as the amountsinvolved are insignificant.


A N N U A L R E P O R T 2 0 0 1 52Notes To The Financial Statements


SIAH BROTHERS CORPORATION BERHAD53Notes To The Financial Statements(FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2001)

A N N U A L R E P O R T 2 0 0 1 54

7. PROPERTY, PLANT AND EQUIPMENT (Cont’d)

OFFICE EQUIPMENT,COMPUTERS,FURNITURE

THE COMPANY MOTOR VEHICLES AND FITTINGS TOTALRM RM RM

COSTAt 1.4.2000 516,550 357,947 874,497Additions - 9,654 9,654Disposals - (12,200) (12,200)

At 31.3.2001 516,550 355,401 871,951

ACCUMULATED DEPRECIATIONAt 1.4.2000 488,168 231,027 719,195Charge for the financial year 18,920 37,697 56,617Disposal - (6,101) (6,101)

At 31.3.2001 507,088 262,623 769,711

NET BOOK VALUE AT- 31.3.2001 9,462 92,778 102,240- 31.3.2000 28,382 126,920 155,302

Depreciation charge for thefinancial year ended 31.3.2000 102,753 40,574 143,327

The fixed assets of the Group acquired under hire purchase terms were carried at net book value ofRM339,159 (2000 - Nil) at the balance sheet date.

8. INVESTMENT PROPERTIES THE GROUP

2001 2000RM RM

Freehold land and buildings 16,987,903 17,869,093

Freehold land and building of a subsidiary company costing RM2,792,736 (2000 - RM3,544,227) ischarged to a bank for a term loan facility granted to the subsidiary company.

Based on a valuation exercise carried out on 27 March 2000 by an independent professional valuer,the market value of the investment properties of the Group amounts to approximately RM17.2million (2000 - RM19.2 million).



9. OTHER ASSETS THE GROUP

2001 2000RM RM

Other assets 472,285 116,067

Other investmentsQuoted shares in Malaysia, at cost 12,300 12,300Unquoted shares, at cost 180,000 180,000Joint ventures- Investment - 839,020- Advances - 3,280,534- Share of loss - (4,163,122)

192,300 148,732

664,585 264,799

Market value of quoted shares 6,390 36,225

Other assets are retention monies relating to amounts which are due and receivable after twelvemonths from the balance sheet date upon expiry of the warranty period of the relevant contracts.

10. GOODWILL THE GROUP

2001 2000RM RM

At 1 April 2000/1999 7,511,884 7,511,884Reduction in negative goodwill arising from the divestment of equity interest in a subsidiary company 2,733,643 -

At 31 March 10,245,527 7,511,884

11. INTANGIBLE ASSETS THE GROUP

2001 2000RM RM

Preliminary expenses - 19,645Pre-operating expenses - 68,866Trademark - 436,375Deferred expenses - 215,895

- 740,781


A N N U A L R E P O R T 2 0 0 1 56

12. INVENTORIES THE GROUP

2001 2000RM RM

Unsold completed properties 9,740,311 9,616,166

Manufacturing inventories- Raw materials - 3,598,826- Finished goods - 3,508,356- Packing materials - 22,658- Work-in-progress - 39,575

- 7,169,415

9,740,311 16,785,581

13. PROPERTY DEVELOPMENT-IN-PROGRESS THE GROUP

2001 2000RM RM

Freehold land, at cost 14,553,404 14,989,258Leasehold land, at cost 801,805 1,003,272Development expenditure 29,385,833 31,608,834

44,741,042 47,601,364Attributable profits 3,526,038 2,547,854

48,267,080 50,149,218Progress billings (22,511,681) (23,233,836)

25,755,399 26,915,382

Included in development expenditure is interest cost capitalised during the financial year amountingto RM658,091 (2000 – RM347,064).



14. DEBTORS THE GROUP THE COMPANY2001 2000 2001 2000RM RM RM RM

Trade debtors 59,398,219 74,568,501 - -Retention receivable 8,309,049 10,049,355 - -

Total trade debtors 67,707,268 84,617,856 - -Provision for doubtful debts (4,719,543) (1,827,718) - -

62,987,725 82,790,138 - -

Other debtors, deposits and prepayments 38,206,823 11,301,415 35,203,151 8,399,921Provision for doubtful debts (2,352,737) - (2,352,737) -

35,854,086 11,301,415 32,850,414 8,399,921

Dividend receivable - - 2,970,000 4,800,000Tax recoverable 4,823,668 459,338 8,976,735 7,113,123

103,665,479 94,550,891 44,797,149 20,313,044

Included in trade debtors is an amount of RM37,788,454 (2000 – RM42,459,597) owing by SmartHome Sdn. Bhd., a company in which a director has substantial financial interest, of whichRM20,173,275 (2000 – RM20,308,305) represents payments made to sub-contractors on behalf ofthe same to expedite the construction of a special low cost housing project.

Included in other debtors, deposits and prepayments is an amount of RM27,075,000 (2000 – Nil),being the consideration receivable for the disposal of equity interest of a subsidiary company. Theconsideration was received by the Company subsequent to the balance sheet date.

15. AMOUNTS OWING BY SUBSIDIARY COMPANIES THE COMPANY

2001 2000RM RM

Amounts owing by/(to) - Interest bearing (10,644,148) (6,757,475) - Interest free 26,815,074 27,780,052

16,170,926 21,022,577

The above amounts owing are unsecured and not subject to fixed terms of repayment. The interestbearing amounts are subject to interest at rates ranging from 7% to 9.3% (2000 - 5.0% to 11.0%) perannum.


A N N U A L R E P O R T 2 0 0 1 58

16. AMOUNTS OWING BY ASSOCIATE COMPANIES

The amounts owing are unsecured, interest free and not subject to fixed terms of repayment.

17. AMOUNT OWING TO CONTRACT CUSTOMERS THE GROUP2001 2000RM RM

Contract costs incurred to date 196,456,210 158,488,569Attributable profits 16,974,608 14,635,876

213,430,818 173,124,445Progress billings (214,034,642) (174,790,110)

Amount owing to contract customers (603,824) (1,665,665)

Included in cost incurred on contract works is interest cost capitalised during the financial year ofRM366,727 (2000 - RM64,085).

18. CREDITORSTHE GROUP THE COMPANY

2001 2000 2001 2000RM RM RM RM

Trade creditors 16,586,849 28,578,409 - -Retention payable 9,616,610 10,112,112 - -

Total trade creditors 26,203,459 38,690,521 - -

Other creditors and accruals 8,581,602 10,015,469 421,539 5,075,818Hire purchase creditors (Note 24b) 79,160 - - -

34,864,221 48,705,990 421,539 5,075,818

Included in other creditors and accruals of the Group is an advance payment of RM1,770,000(2000 – Nil) received from contract customers.

19. AMOUNT OWING TO A DIRECTOR

The amount owing is unsecured, bears interest at 5.5% (2000 – 5.5%) per annum and not subject tofixed terms of repayment.



20. SHORT TERM BORROWINGSTHE GROUP THE COMPANY

2001 2000 2001 2000RM RM RM RM

Current portion of term loans - secured (Note 24a) 111,636 286,078 - -Revolving credits - secured 14,394,400 14,844,400 - - - unsecured 7,000,000 7,000,000 7,000,000 7,000,000Bank overdrafts - secured - 412,477 - - - unsecured 27,037,758 16,861,002 7,462,435 6,223,181

48,543,794 39,403,957 14,462,435 13,223,181

The revolving credits and bank overdrafts bear interest at rates ranging from 7% to 9.3% (2000 – 5%to 10.45%) per annum.

The secured portion of revolving credits and bank overdrafts of the Group are secured by way of acorporate guarantee by the Company, supported by negative pledge over certain landed propertiesof the Group.

21. SHARE CAPITAL THE COMPANY

2001 2000RM RM

AUTHORISED

Ordinary shares of RM1 eachAt 1 April 2000/1999 193,167,000 200,000,000Cancelled during the financial year - (6,833,000)

At 31 March 193,167,000 193,167,000

5.5% ICCPS of RM1 each

At 1 April 2000/1999 6,833,000 -Created during the financial year - 6,833,000

At 31 March 6,833,000 6,833,000

Total authorised share capital 200,000,000 200,000,000

ISSUED AND FULLY PAID-UP

Ordinary shares of RM1 eachAt 1 April/31 March 50,468,943 50,468,943

5.5% ICCPS of RM1 each

At 1 April 2000/1999 6,833,000 -Allotted during the financial year - 6,833,000

At 31 March 6,833,000 6,833,000

Total issued and fully paid-up share capital 57,301,943 57,301,943


A N N U A L R E P O R T 2 0 0 1 60

21. SHARE CAPITAL (Cont’d)

The main terms of the 5.5% ICCPS are as follows:-

(a) Entitlement to receive a fixed cumulative preferential dividend of 5.5% per annum payableannually in arrears.

(b) The ICCPS shall mature after five (5) years from the date of issue of 5 May 1999 and will beautomatically converted into ordinary shares of the Company on the maturity date of 4 May2004.

(c) The holders have the option to convert all ICCPS into ordinary shares at any time after the dateof issue until the maturity date. The ICCPS are not redeemable for cash.

(d) The conversion price into ordinary shares is fixed at RM1.00 per share.

(e) The ICCPS shall rank in priority to the ordinary shares of the Company in respect of return ofcapital on liquidation or otherwise for the par value of the ICCPS plus any arrears in dividend,provided that there shall be no further right to participate in the surplus assets or profits of theCompany.

(f) There are no voting rights other than the rights to vote at meetings convened for the purposeof reducing the capital, or winding up, or sanctioning a sale of undertaking, or where theproposition directly affects the rights and privileges of the holders of the ICCPS.

22. RESERVESTHE GROUP THE COMPANY

2001 2000 2001 2000RM RM RM RM

Share premium reserve (Note a) 21,306,521 21,306,521 21,306,521 21,306,521Capital reserve (Note b) 1,199,999 2,999,998 - -Retained profits (Note c) 20,580,642 18,525,360 26,234,438 6,792,331

43,087,162 42,831,879 47,540,959 28,098,852

(a) The share premium reserve is not available for distribution by way of dividends.

(b) The capital reserve arises from a bonus issue of ordinary shares on 21 August 1992 by a formersubsidiary company, and is not available for distribution by way of dividends.

(c) Based on estimated Section 108 tax credit and subject to agreement with the tax authorities,the retained profits of the Company are wholly distributable by way of dividends without theCompany incurring any additional tax liabilities.



23. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS

The 5% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 ("ICULS") of RM115,600,000were issued on 28 March 1997.

The principal terms of the ICULS, as constituted by a Trust Deed dated 28 March 1997, are asfollows:-

(a) The ICULS are not redeemable for cash. They are convertible into ordinary shares of RM1 eachof the Company at anytime from the date of issue on 28 March 1997 to the maturity date of 28March 2002. Any outstanding ICULS will be mandatorily converted by the Company at theprevailing conversion price on the maturity date.

(b) The conversion price for the ICULS was set at RM4.60 for one ordinary share of RM1 each ofthe Company. This is subject to adjustments under the terms set out in the Trust Deed.

(c) There are two conversion methods:-

(i) by surrendering the ICULS with an aggregate nominal value of at least equivalent to theconversion price; or

(ii) by tendering the ICULS at nominal value towards satisfying a sum equal to the largestintegral multiple of RM1.00 comprised in the conversion price and by paying the balanceof the conversion price in cash.

(d) The ICULS carry a coupon rate of 5.0% per annum payable annually in arrears.

As mentioned in Note 40 to the financial statements, during the financial year, the Company hasproposed to undertake a Special Issue of shares ("Proposed Offer") which would give rise to analteration to the terms of the ICULS. The Securities Commission has approved the Proposed Offerbased on the following terms:-

(i) If the Proposed Offer is undertaken before 28 March 2001, being the payment date of theICULS interest ("Cut-off Date"), the Proposed Offer will comprise an offer to acquire 120 ICULSin consideration for 36 new shares in the Company, together with a restricted issue to the saidICULS holders of 24 new shares in the Company at an issue price of RM1.00 per share payablein full for cash.

(ii) In the event that the Proposed Offer is undertaken after the Cut-off Date, the Proposed Offerwill comprise an offer to acquire 120 ICULS in consideration of 30 new shares in the Company,together with a restricted issue of 30 new shares in the Company at an issue price of RM1.00per share payable in full for cash.

(iii) The holders of the ICULS shall have the option of either taking up the Proposed Offer or tocontinue holding the ICULS based on the existing terms until the maturity date of 28 March2002, or a combination of both.


A N N U A L R E P O R T 2 0 0 1 62

24. DEFERRED LIABILITIES THE GROUP

2001 2000RM RM

Long term loans (Note a) 289,770 782,536Hire purchase creditors (Note b) 221,922 -Deferred taxation (Note c) - 2,250,300

511,692 3,032,836

(a) Long term loans THE GROUP

2001 2000RM RM

Term loans - secured 401,406 469,751 - unsecured - 598,863

401,406 1,068,614Repayable within 12 months (Note 20) (111,636) (286,078)

289,770 782,536

The secured term loan represents a bridging loan secured by way of a first legal charge over thelanded property of a subsidiary company. The loan is repayable by 144 equal instalments commencing15 September 1994.

The unsecured term loans in respect of the previous financial year were repayable in 16 quarterlyinstalments of principal and interest of RM82,662 each commencing 1 April 1994.

The term loans are subject to interest at rates ranging from 8.05% to 8.3% (2000 - 6.5% to 9.75%)per annum.

(b) Hire purchase creditors THE GROUP

2001 2000RM RM

Gross hire purchase creditors 380,100 -Interest-in-suspense (79,018) -

301,082 -



24. DEFERRED LIABILITIES (Cont’d)

(b) Hire purchase creditors (Cont’d)THE GROUP

2001 2000RM RM

The net hire purchase creditors are repayable as follows:-

Within twelve months (Note 18) 79,160 -After twelve months but within five years 221,922 -

301,082 -

(c) Deferred taxation

At 1 April 2000/1999 2,250,300 2,275,300Reduction through the disposal of a

subsidiary company (2,250,300) (25,000)

- 2,250,300

25. NET TANGIBLE ASSETS PER SHARE

The net tangible assets per share is calculated based on the net tangible assets value of RM83,310,578(2000 – RM85,048,157) attributable to ordinary shares divided by the number of ordinary shares inissue at the balance sheet date of 50,468,943 (2000 – 50,468,943) shares.

26. TURNOVER

Turnover of the Group comprises gross revenue from building contracts, proportionate sales valueof development properties, invoiced value of goods sold and services supplied, rental income andinterest income. Included in the turnover of the Group is contract income of RM40,882,882 (2000 –RM65,507,443) recognised during the financial year.

Turnover of the Company comprises gross dividends received, interest income, management fees,and administrative charges derived mainly from its subsidiary companies.


A N N U A L R E P O R T 2 0 0 1 64

27. (LOSS)/PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEM

(Loss)/Profit before taxation and exceptional item is arrived at after charging/(crediting):-


Advances to joint ventures written-off 3,280,534 - - -Amortisation- leasehold land and buildings 53,783 53,783 - -- deferred expenditure 47,710 51,818 - -Auditors’ remuneration 61,600 61,600 11,000 11,000Bad debts written-off 335,590 - 327,763 -Contract costs 38,591,139 56,222,903 - -Deferred expenses written-off 42,696 - - -Depreciation of plant and equipment 2,669,857 3,107,271 56,617 143,327Deposit written-off 150,000 - 150,000 -Directors’ fees 110,400 110,400 50,400 53,400Directors’ remuneration 899,300 788,925 467,625 345,930Interest expense- bank borrowings 3,106,808 2,772,196 1,464,669 1,433,136- hire purchase 11,737 - - -- ICULS 5,780,000 5,780,000 5,780,000 5,780,000- loans 81,414 825,615 1,216,076 1,300,004- others 416,544 69,025 - -Investment in joint ventures written-off 839,020 - - -Management fee - 28,000 - 28,000Provision for doubtful debts 6,872,514 998,000 2,352,737 -Preliminary expenses written-off 19,645 - - -Pre-operating expenses written-off 68,866 - - -Rental expense- premises 8,100 20,400 55,930 65,251- machinery and equipment 15,588 13,146 - -Staff costs 4,617,235 5,383,161 111,381 134,422Trademark written-off 436,375 - - -Gross dividend income- subsidiary companies (unquoted) - - (8,944,445) (10,027,776)Interest income- licensed financial institutions (125,269) (191,321) - (13,603)- subsidiary companies - - (708,073) (1,213,237)- others (193,263) (1,279,560) - -Management and administrative charges (45,600) (285,600) (294,000) (294,000)Gain on foreign exchange (realised) (227) - - -Gain on disposal of investment properties (766,749) - - -(Gain)/Loss on disposal of property, plant and equipment (170,656) (340,412) 2,899 (25,124)Rental of premises (431,254) (317,770) - -Share of loss in joint ventures written back (4,163,122) - - -



28. EXCEPTIONAL ITEM

The exceptional item represents the gain on disposal of equity interest in a subsidiary company.

29. TAXATION THE GROUP THE COMPANY

2001 2000 2001 2000RM RM RM RM

Current (420,370) (1,716,885) 680,575 508,000Deferred taxation - (25,000) - -Share of associate companies’ taxation 810,363 723,472 - -

389,993 (1,018,413) 680,575 508,000Overprovision in previous financial year (39,742) (155,344) (39,742) -

350,251 (1,173,757) 640,833 508,000

The taxation charge for the Company is lower than the statutory rate of tax applicable mainly due tocertain income which is not taxable.

30. EARNINGS PER SHARE

Basic earnings per share ("EPS") is arrived at by dividing the profit after taxation attributable toshareholders after deducting preference dividend of RM270,587 (2000 – RM246,864) by the numberof 50,468,943 (2000 – 50,468,943) ordinary shares of the Company in issue during the financialyear.

The computation of diluted EPS in respect of the current financial year is not applicable as theeffects of conversion of each class of potential ordinary shares are anti-dilutive. Diluted EPS inrespect of the previous financial year is arrived at by dividing the profit after taxation attributable toshareholders of RM3,729,157 by the weighted average number of potential ordinary shares of57,301,943 of the Company in issue during that financial year. In computing the number of dilutivepotential ordinary shares, the ICCPS are assumed to be converted to new ordinary shares at RM1.00per share.

31. DIVIDENDS THE COMPANY

2001 2000RM RM

Declared – dividend of 5.5% less 28% tax on the ICCPS (2000 – 5.5% less 28% tax on ICCPS) 270,587 246,864Proposed – first and final dividend of 1.5% less 28% tax (2000 – 1.5% less 28% tax) on the ordinary shares 545,065 545,065

815,652 791,929


A N N U A L R E P O R T 2 0 0 1 66

32. SUMMARY OF EFFECTS OF DISPOSAL OF A SUBSIDIARY COMPANY


Property, plant and equipment 17,232,167 435,326 - -Other assets 173,201 - - -Current assets 17,135,797 8,083,054 - -Current liabilities (2,375,662) (7,597,522) - -Deferred liabilities (2,238,854) - - -Minority interest (10,847,334) (214,350) - -

Net assets in subsidiary company disposed 19,079,315 706,508 - -Reduction in reserve on consolidation from disposal (2,733,643) - - -

Net cost of investment to the Group 16,345,672 706,508 - -Gain/(Loss) on disposal 10,729,328 (6,508) - -

Disposal consideration 27,075,000 700,000 27,075,000 -Cash and cash equivalents disposed (2,192,116) (239,675) - -

Net cash inflow on disposal of subsidiary company 24,882,884 460,325 27,075,000 -Amount received after the balance sheet date (27,075,000) - (27,075,000) -

Net cash (outflow)/inflow on disposal of subsidiary company (2,192,116) 460,325 - -

33. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT


Purchase of property, plant and equipment 1,530,184 1,007,695 9,654 15,868Amount financed through hire purchase arrangements (345,803) - - -Cash disbursed for the purchase of property, plant and equipment 1,184,381 1,007,695 9,654 15,868



34. CASH AND CASH EQUIVALENTS

For the purpose of the cash flow statement, cash and cash equivalents comprise the following:-


Short term deposits 150,000 3,272,665 - -Cash and bank balances 1,136,617 1,563,932 79,070 81,157Bank overdrafts (27,037,758) (17,273,479) (7,462,435) (6,223,181)

(25,751,141) (12,436,882) (7,383,365) (6,142,024)

35. RELATED COMPANY TRANSACTIONS THE COMPANY

2001 2000RM RM

Interest paid to subsidiary companies 1,216,076 1,300,004Rental paid to a subsidiary company 55,930 65,251Administration fee received from a subsidiary company 294,000 294,000Dividend income received/receivable from subsidiary companies 8,944,945 10,027,776Interest received from subsidiary companies 708,073 1,213,237

36. RELATED PARTY TRANSACTIONS

NAME OF NATURE OF GROUPRELATED PARTY NOTE TRANSACTION 2001 2000

RM RM

South-East Best (a) Progress billings received/receivable 2,106,698 11,775,828 Sdn. Bhd.

Ligamas Sdn. Bhd. (a) Progress billings received/receivable 3,344,635 16,413,941

Gross dividend income received 900,000 -

Smart Home Sdn. Bhd. (b) Subcontract charges paid/payable 51,196 9,880,118

Management fee received/receivable - 240,000

(a) Associate companies

(b) A company in which Sia Kwee Mow@ Sia Hok Chai, who is a director of the Company, has directinterest.

In the opinion of the directors, the above transactions have been entered into in the ordinarycourse of business on terms established by arm’s length negotiations between the parties.


A N N U A L R E P O R T 2 0 0 1 68

37. CAPITAL COMMITMENTS

There are no significant capital commitments as at the end of the financial year.

38. CONTINGENT LIABILITIES THE COMPANY2001 2000RM RM

Corporate guarantee (unsecured) given to banks and other licensed financial institutions for credit facilities granted to subsidiary companies- funded facilities 29,223,000 22,409,000- non-funded facilities 4,042,000 2,995,000

33,265,000 25,404,000

39. SEGMENTAL REPORTING

The Group operates wholly within Malaysia. The analysis of the Group’s operations by businessactivities for the financial year ended 31 March 2001 is as follows:-

(LOSS)/PROFIT BEFORETAXATION

AND TOTAL ASSETSTURNOVER EXCEPTIONAL ITEM EMPLOYED

RM RM RM2001Construction and property development 52,377,824 (6,556,267) 237,359,916Manufacturing and trading 38,514,701 (261,029) *2,466,001Investment 1,518,764 (2,490,846) 64,421,171

92,411,289 (9,308,142) 304,247,088

2000Construction and property development 86,586,898 (377,282) 251,600,833Manufacturing and trading 27,571,383 (61,412) 36,453,707Investment 548,811 3,000,602 24,198,459

114,707,092 2,561,908 312,252,999

* Includes investment in Paling of RM2,400,000 in which the equity interest has been reducedfrom 100% to 40% due to a divestment during the financial year.



40. SIGNIFICANT EVENTS

The following are the significant events involving the Group and the Company, during the financialyear:-

(a) The shareholders of the Company, at an Extraordinary General Meeting ("EGM") held on 7April 2000, approved the implementation of an Employee Share Option Scheme ("ESOS").The main features of the ESOS are as follows:-

(i) eligible employees are employees who have served in the employment of any companywithin the Group for at least one financial year;

(ii) the total number of new ordinary shares to be offered under the ESOS shall not exceed10% of the issued and paid-up ordinary share capital of the Company at any point of timeduring the existence of the ESOS which shall be in force for a period of five (5) years fromthe date of offer;

(iii) the maximum possible allocation for any single eligible employee during the existence ofthe ESOS shall not be less than 1,000 nor more than 450,000 shares subject to the maximumallowable allocation according to their respective categories;

(iv) the subscription price shall be based on the weighted average market price of the sharesas shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five(5) market days prior to the date of offer or at par value, whichever is higher; and

(v) the shares to be alloted upon any exercise of an option will, upon allotment, rank paripassu in all respects with the existing issued and paid-up ordinary shares of the Company.

(b) On 14 June 2000, the Company announced the following proposals:-

(i) Proposed renounceable rights issue of up to 52,277,289 new ordinary shares of RM1.00each in the Company credited as fully paid-up at an issue price of RM1.00 per share on thebasis of one (1) new share for every two (2) shares held ("Proposed Rights Issue"); and

(ii) Proposed Special Issue of up to 80,920,000 new shares in the Company in considerationof an offer by the Company to replace from the holders of the existing 1997/2002 5%Irredeemable Convertible Unsecured Loan Stocks ("ICULS") their respective ICULS holdingson the basis of seven (7) new shares in the Company for every RM10.00 nominal value ofICULS surrendered for cancellation, together with a cash consideration of RM2.00("Proposed Offer").

On 2 October 2000, the Securities Commission ("SC") approved the Proposed Rights Issue basedon the above terms but rejected the terms of Proposed Offer. The Company subsequently revisedthe terms of the Proposed Offer and resubmitted an application to the SC on 19 December 2000.On 26 February 2001, the SC approved the Proposed Offer based on the revised terms. The revisedterms are disclosed in Note 23 to the financial statements.

(c) The shareholders of the Company, at an EGM held on 23 March 2001, approved the divestmentof 2,700,000 ordinary shares of RM1 each, representing 60% of the entire issued and paid-upshare capital in Paling Industries Sdn. Bhd. to Etex Holding B.V. for a total cash consideration ofRM27,075,000. The divestment resulted in an exceptional gain of RM10,729,328 andRM23,475,000 to the Group and the Company, respectively.


A N N U A L R E P O R T 2 0 0 1 70

41. SUBSEQUENT EVENT

On 27 April 2001, the Company entered into two (2) conditional share sale agreements with thevendors of South-East Best Sdn. Bhd. ("SEB") for the proposed acquisition of the remaining 80%equity interest comprising 500,000 ordinary shares of RM1 each in SEB for a total cash considerationof RM45,000,000. The proposed acquisition is subject to the following:-

(i) the approval of the Foreign Investment Committee;

(ii) the approval of the shareholders of the Company at an EGM to be convened; and

(iii) any other relevant authorities.

42. NUMBER OF EMPLOYEESTHE GROUP THE COMPANY

2001 2000 2001 2000

Number of employees at the balance sheet date 57 228 11 12

43. COMPARATIVE FIGURES

Additional comparative figures have been provided to comply with the disclosure requirements ofall the MASB Standards which are applicable to these financial statements.

The following comparative figures of the Group and of the Company have been reclassified toconform with the current financial year’s presentation:

AS PREVIOUSLYAS RESTATED REPORTED

THE GROUP THE COMPANY THE GROUP THE COMPANYRM RM RM RM

Balance Sheet:

Bond premium reserve - - 1,710,000 1,710,000Capital reserve 2,999,998 - - -Retained profits 18,525,360 6,792,331 19,815,358 5,082,331Trade debtors 82,790,138 - 82,906,205 -Other assets 116,067 - - -

Cash Flow Statement:

Adjustment for interest expense 9,446,836 - 9,788,675 -Decrease in property development-in-progress 3,648,129 - 3,301,065 -Increase in amount owing to contract customers 633,338 - 569,253 -Interest paid (9,857,985) - (9,788,675) -



Location Tenure/ Land/ Audited Net DescriptionAge of (Built-Up) Book Value

building Area as at 31.3.2001(years) sq. ft. RM

1. Lot 172, Section 85 Town & Freehold 2,102/ 426,750 4 storeyDistrict of Kuala Lumpur (26 years) (6,404) shophouse forWilayah Persekutuan rental(Nos. 422, 422A, 422B &422C, Jalan Pahang,Kuala Lumpur)

2. Lot 128,129, 130, Freehold 5,513/ 3,739,156 61/2 storeySection 47, Town of (21-23 (38,238) commercialKuala Lumpur years) building forWilayah Persekutuan office(Wisma Siah Brothers No. 74, headquartersJalan Pahang Kuala Lumpur) rental

3. Lot 53, Pekan Rembia District Freehold 1,851 30,000 Vacant landof Alor Gajah Melaka (27 years) for future

development

4. Lot 54, Pekan Rembia Freehold 3,584 11,000 Vacant landDistrict of Alor Gajah Melaka (27 years) for future

development

5. Lot 31 & 32, Village of Freehold 4,792/ 400,000 3 storeyUlu Klang, District of Gombak (13 years) (5,340) commercialSelangor Darul Ehsan building for

factory

6. No. B1-3, B2-3, B3-4 & B4-3, Freehold (6,595) 2,432,255 CondominiumSri Bukit Tunku Kuala Lumpur (8 years) units for rental

7. GM 2414, Lot No. 9332 Freehold 8,886 483,523 Vacant landMukim Batu, Daerah and for futureNegeri Wilayah Persekutuan development

8. P.T.8995,8997,8999, Leasehold 1,089,263 801,805 Vacant land9002, 9004,9006,9077 expiring on for futureMukim Batu Daerah and 22/4/2086 developmentNegeri Wilayah Persekutuan

9. P.T. 42031, 42033, 42035, Freehold 2,808,385 6,545,564 Vacant land42037-42040, 42042-42056, for futureMukim Kuala Kuantan, developmentDistrict of Kuantan,Pahang Darul Makmur

Group Properties(As At 31 st March 2001)

A N N U A L R E P O R T 2 0 0 1 72

Location Tenure/ Land/ Audited Net DescriptionAge of (Built-Up) Book Value

building Area as at 31.3.2001(years) sq. ft. RM

10. Unit B2, B3, C1, C3, Freehold (14,328) 2,792,737 CondominiumC5, C6 Intan Kenny (7 years) units for rentalCondominiums 29 PersiaranBukit Tunku, Bukit Tunku,50480 Kuala Lumpur

11. P.T. 42029 & 42036 Freehold 324,167 507,339 Land currentlyMukim Kuala Kuantan (7 years) underDistrict of Kuantan Pahang development

12. PT 9076 & 9005 Leasehold 519,164 18,150,000 Vacant landMukim Batu Daerah expiring on for futureand Negeri Wilayah Persekutuan 22/4/2086 development

13. Lot No. 2398, Freehold 1,132,637 13,510,000 Vacant landMukim of Batang Kali for futureDistrict of Hulu Selangor development

Group Properties(As At 31 st March 2001)


Authorised Shares Capital : RM200,000,000Issued and Fully Paid Up Capital : RM 57,301,943Type of Shares- Ordinary shares of RM1 each : 50,468,943- 5.5% Irredeemable Cumulative Convertible Preference : 6,833,000

Shares of RM1 eachVoting Right : 1 vote per ordinary share

DISTRIBUTION SCHEDULE

Shareholding No. of % of No. of % ofCategory Shareholders Shareholders Shares Issued Capital

1 - 999 18 0.50 4,190 0.011,000 - 10,000 3,298 91.82 8,481,400 16.80

10,001 - 100,000 240 6.68 6,658,688 13.19100,001 - 2,523,447 31 0.86 14,790,433 29.31

2,523,448 - 50,468,943 5 0.14 20,534,232 40.69

Total 3,592 100.00 50,468,943 100.00

THIRTY LARGEST SHAREHOLDERS (As per Register of Members)

No. of Shares % of IssuedName of Shareholders Held Capital

1. Amanah Raya Nominees (Tempatan) Sdn Bhd- Skim Amanah Saham Bumiputera Permodalan Nasional Bhd 8,542,000 16.93

2. LOM Holdings Sdn Bhd 3,821,832 7.573. Mayban Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Evergreen Legacy Sdn Bhd (414570222432) 3,000,000 5.94

4. DB (Malaysia) Nominee (Asing) Sdn Bhd- DBSPN For Southwark Limited 2,600,000 5.15

5. DB (Malaysia) Nominee (Asing) Sdn Bhd- DBSPN For Penfold Holdings Limited 2,570,400 5.09

6. Sia Kwee Mow @ Sia Hok Chai 1,731,600 3.437. RHB Capital Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Sia Kwee Mow @ Sia Hok Chai (STH 981069) 1,480,800 2.93

8. Sia Teong Heng 1,139,400 2.269. Nican Asia Limited 998,000 1.9810. Chay Kwai Gong @ Siah Kwee Swee 817,830 1.6211. Malaysia Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Sia Kwee Mow (04-00014-000) 770,000 1.53

12. Mun Oi @ Mun Oi Lin 751,800 1.4913. OUB Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Siah Chong Hock (T147-6110560936) 722,000 1.43

Shareholders’ InformationAS AT 31 ST JULY, 2001

A N N U A L R E P O R T 2 0 0 1 74Shareholders’ Information

AS AT 31 ST JULY, 2001

No. of Shares % of IssuedName of Shareholders Held Capital

14. Evergreen Legacy Sdn Bhd 642,000 1.2715. Siah Teong Woei 561,407 1.1116. Sia Tian Soong @ Sia Tong Sang 555,726 1.1017. Wong Chee Choon 451,000 0.8918. Siah Chong Ong 449,400 0.8919. Siah Teong Yin 328,723 0.6520. Sia Tzu Lung 303,723 0.6021. United Overseas Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Siah Teong Chein (KL) 303,723 0.6022. Citicorp Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Siah Teong Woei (471465) 300,000 0.59

23. Siah Chong Guan 257,400 0.5124. Chew Siew Ying 249,000 0.4925. Sin Len Moi 226,000 0.4526. Chan Wan Moi 211,000 0.4227. Sia Poh Choo @ Sia Swee Choo 195,500 0.3928. Poo Choo @ Ong Poo Choi 181,000 0.3629. Siah Teong Teck 176,000 0.3530. Siah Teong Nam 172,466 0.34

TOTAL 34,509,730 68.36

DIRECTORS’ SHAREHOLDINGS (As per Register of Directors’ Shareholdings)

Direct Interest Indirect InterestName of Directors Shareholdings % Shareholdings %

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus - - - -Sia Kwee Mow @ Sia Hok Chai 3,982,400(a) 7.89 7,463,832(b) 14.79Sia Teong Heng 1,296,400 2.57 7,463,832(b) 14.79Mun Chong Shing @ Mun Chong Tian 17,000 0.03 - -Dato’ Lim Phaik Gan 5,000 0.01 - -Dr. Norraesah bt. Haji Mohamad - - - -Datuk Sim Peng Choon 10,000 0.02 - -Abdul Rahman bin A. Shukor(Alternate to Datuk Sim Peng Choon) - - - -

Notes –

(a) 1,480,800 and 770,000 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn.Bhd. and Malaysia Nominees (Tempatan) Sdn. Bhd. respectively.

(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (6,821,832 shares) andEvergreen Legacy Sdn. Bhd. (642,000 shares).


SUBSTANTIAL SHAREHOLDERS (excluding bare trustees)(As per Register of Substantial Shareholders)

No. of shares held or % of beneficially interested in Issued Capital

Name of Substantial Shareholders Direct Indirect Direct Indirect

Pemegang Amanah Raya Malaysia- Skim Amanah Saham Bumiputera 8,542,000 - 16.93 -LOM Holdings Sdn. Bhd. 6,821,832(a) - 13.52 -Sia Kwee Mow @ Sia Hok Chai 3,982,400(b) 7,463,832(e) 7.89 14.79Southwark Limited 2,600,000(c) - 5.15 -Penfold Holdings Limited 2,570,400(d) - 5.09 -Sia Teong Heng 1,296,400 7,463,832(e) 2.57 14.79

Notes –

(a) 3,000,000 shares are held in bare trust by Mayban Nominees (Tempatan) Sdn. Bhd.

(b) 1,480,800 and 770,000 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn.Bhd. and Malaysia Nominees (Tempatan) Sdn. Bhd. respectively.

(c) 2,600,000 shares are held in bare trust by DB (Malaysia) Nominee (Asing) Sdn. Bhd.

(d) 2,570,400 shares are held in bare trust by DB (Malaysia) Nominee (Asing) Sdn. Bhd.

(e) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (6,821,832 shares) andEvergreen Legacy Sdn. Bhd. (642,000 shares)

Shareholders’ InformationAS AT 31 ST JULY, 2001

A N N U A L R E P O R T 2 0 0 1 76

No. of TSR : 17,076,200Exercise Price : RM3.50 for one ordinary share of RM1.00 eachExercise Period : 21st February, 1994 to 20th February, 2004Exercise Rights : Each TSR entitles the holder to subscribe for one ordinary share

of RM1.00 eachTSR exercised during : Nonethe year ended 31st March, 2001


TSR holding No. of TSR % of TSRCategory Holders Holders No. of TSR % of TSR

1 - 999 151 11.74 72,380 0.421,000 - 10,000 951 73.95 3,020,180 17.69

10,001 - 100,000 172 13.38 4,729,100 27.70 100,001 - 853,809 9 0.70 2,005,160 11.74853,810 - 17,076,200 3 0.23 7,249,380 42.45

Total 1,286 100.00 17,076,200 100.00

THIRTY LARGEST TSR HOLDERS (As per Register of TSR Holders)

No. of TSRName of TSR Holders Held % of TSR

1. Sia Kwee Mow @ Sia Hok Chai 3,078,500 18.032. Permodalan Nasional Berhad 2,769,800 16.223. Mayban Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Evergreen Legacy Sdn Bhd (414570222432) 1,401,080 8.20

4. DB (Malaysia) Nominee (Asing) Sdn Bhd- DBSPN For Southwark Limited 600,000 3.51

5. Evergreen Legacy Sdn Bhd 295,500 1.736. Tan Yong Tian 242,000 1.427. Siah Chong Hock 204,580 1.208. Bey Leang Seng 169,000 0.999. Tan Ping Chye 134,000 0.7810. Kenanga Nominees (Asing) Sdn Bhd

- Joyway Investment Limited 129,000 0.7611. Sia Tzu Lung 121,080 0.7112. Mayban Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Tang Huong Kiong (211AW1320) 110,000 0.64

13. OSK Nominees (Asing) Sdn Bhd- Vickers Ballas & Company Pte Ltd For Lum Yin Mui 100,000 0.59

14. Lim Kee Yek 86,000 0.5015. Lee Ying Yee 84,000 0.4916. Amsec Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Cham Chee Khim 81,000 0.47

Transferable Subscription Rights(“TSR”) Holders’ Information



No. of TSRName of TSR Holders Held % of TSR

17. Ong Hock Lye 80,000 0.4718. Wong Ah Loke @ Wong Heng Loke 80,000 0.4719. Siah Teong Woei 77,000 0.4520. Mun Oi @ Mun Oi Lin 70,000 0.4121. Lim Chong Boon 70,000 0.4122. Amsec Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Maiden Abdul Kadir bin Mohd Ali 68,000 0.40

23. OSK Nominees (Asing) Sdn Bhd- Vickers Ballas & Company Pte Ltd For Lim Choh Hoon Helen 60,000 0.35

24. Tiew Siok Tuan 55,000 0.3225. Siah Teong Chein 53,000 0.3126. Siah Teong Ban 52,000 0.3027. Cheah Eng Khoon 51,000 0.3028. Perfect Consistence Sdn Bhd 50,200 0.2929. Suhaimi bin Ishak 50,000 0.2930. Ong Cho Ho 50,000 0.29

TOTAL 10,471,740 61.30

DIRECTORS’ INTEREST IN TSR (As per Register of Directors’ TSR Holdings)

Direct Interest Indirect InterestName of Directors TSR holdings % TSR holdings %

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus - - - -Sia Kwee Mow @ Sia Hok Chai 3,078,500 18.03 1,746,780(a) 10.23Sia Teong Heng - - 1,746,780(a) 10.23Mun Chong Shing @ Mun Chong Tian 12,500 0.07 - -Dato’ Lim Phaik Gan - - - -Dr. Norraesah bt. Haji Mohamad 4,000 0.02 - -Datuk Sim Peng Choon - - - -Abdul Rahman bin A. Shukor(Alternate to Datuk Sim Peng Choon) - - - -

Note –(a) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and

Perfect Consistence Sdn. Bhd. (50,200 TSR).

Transferable Subscription Rights(“TSR”) Holders’ InformationAS AT 31 ST JULY, 2001

A N N U A L R E P O R T 2 0 0 1 78

Nominal Amount of ICULS : RM115,600,000Conversion Price : RM4.60 for one ordinary share of RM1.00 eachConversion Period : 28th March, 1997 to 28th March, 2002Conversion Method : (i) By authorising the deposited ICULS to be debited from

the securities accounts of the ICULS holders with anaggregate nominal value at least equivalent to theconversion price; or

(ii) by authorising the deposited ICULS to be debited fromthe securities accounts of the ICULS holders at nominalvalue towards satisfying a sum equal to the largestintegral multiple of Ringgit Malaysia One (RM1.00)comprised in the conversion price and by paying thebalance of the conversion price in cash.

Redeemability : Not redeemable for cash. Any outstanding ICULS will bemandatorily converted at the conversion price on thematurity date.

Coupon Rate : 5.0% per annum, payable in arrears on 31st March eachyear

ICULS converted during : Nonethe year ended 31st March, 2001


NominalICULS holding No. of ICULS % of ICULS Amount of % of

Category Holders Holders ICULS ICULSRM RM

1 - 999 143 7.24 71,100 0.06 1,000 - 10,000 1,639 83.03 4,154,000 3.59 10,001 - 100,000 177 8.97 4,975,500 4.31 100,001 - 5,779,999 12 0.61 6,763,194 5.85 5,780,000 - 115,600,000 3 0.15 99,636,206 86.19

Total 1,974 100.00 115,600,000 100.00

Irredeemable Convertible Unsecured Loan Stocks(“ICULS”) Holders’ Information



THIRTY LARGEST ICULS HOLDERS (As per Register of ICULS’ Holders)

NominalAmount of % of

Name of ICULS Holders ICULS Held ICULSRM

1. Mayban Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For LOM Holdings Sdn Bhd (414570222834) 65,860,500 56.97

2. Mayban Nominees (Tempatan) Sdn Bhd- Pledged Securities Account For Evergreen Legacy Sdn Bhd (414570222432) 23,832,706 20.62

3. Mayban Nominees (Tempatan) Sdn Bhd- Mayban Investment Management Sdn Bhd For Malayan Banking Berhad (N14011200618) 9,943,000 8.60

4. Sia Kwee Mow @ Sia Hok Chai 2,054,250 1.785. Sia Teong Heng 1,364,000 1.186. Wong Ah Leong 1,269,444 1.107. Nican Asia Limited 499,000 0.438. Choong Yat Chin @ Chong Yat Chin 375,000 0.329. Chia Keng How 369,000 0.3210. Ho Chu Chai 233,000 0.2011. Chan Swee Nee 144,000 0.1212. Bey Leang Seng 130,000 0.1113. Tok Hock Bang 116,000 0.1014. Chaye Thiam Nyan 108,000 0.0915. Siew Tai Kuen 101,500 0.0916. Lim Teang Seng @ Lim Liang Seng 100,000 0.0917. Ong Hock Lye 100,000 0.0918. Seah Chin Han 92,000 0.0819. Tan You Loon 90,000 0.0820. Botly Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Au Yang Tuan Kah 82,000 0.0721. Citicorp Nominees (Tempatan) Sdn Bhd

- Pledged Securities Account For Siah Teong Woei (471465) 75,000 0.0622. Ong Hock Peng 70,000 0.0623. Yee Shiuh Yuan 70,000 0.0624. Chuah Kim Seng 69,000 0.0625. Lim Ting Chai 69,000 0.0626. Sia Teong Heng 68,500 0.0627. Ursula a/p C J French 67,000 0.0628. Ng Ah Goo @ Michael Ng 60,000 0.0529. Ng Siam Bong 60,000 0.0530. Tang Kah Moy 60,000 0.05

TOTAL 107,531,900 93.01



A N N U A L R E P O R T 2 0 0 1 80


DIRECTORS’ INTEREST IN ICULS (As per Register of Directors’ ICULS Holdings)

Direct Interest Indirect InterestName of Directors ICULS % ICULS %

holdings holdingsRM RM

Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus - - - -Sia Kwee Mow @ Sia Hok Chai 2,054,250 1.78 89,693,206(a) 77.59Sia Teong Heng 1,432,500 1.24 89,693,206(a) 77.59Mun Chong Shing @ Mun Chong Tian 22,000 0.02 - -Dato’ Lim Phaik Gan - - - -Dr. Norraesah bt. Haji Mohamad - - - -Datuk Sim Peng Choon 4,000 0.003 - -Abdul Rahman bin A. Shukor(Alternate to Datuk Sim Peng Choon) - - - -

Note –

(a) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (65,860,500 ICULS) andEvergreen Legacy Sdn. Bhd. (23,832,706 ICULS).



A N N U A L R E P O R T 2 0 0 1 82

THE COMPANIES ACT, 1965

MALAYSIA

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

SIAH BROTHERS CORPORATION BERHAD(199310-P)

Appendix 1


THE COMPANIES ACT, 1965

MALAYSIA

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

SIAH BROTHERS CORPORATION BERHAD(199310-P)

Appendix 1

TABLE "A" EXCLUDED

1. The regulations in Table "A" in the Fourth Schedule to the Companies Act,1965, shall not apply to the Company, except so far as the same are repeatedor contained in these Articles.

INTERPRETATION

2. In these Articles the words standing in the first column of the table nexthereinafter contained shall bear the meanings set opposite to themrespectively in the second column thereof, if not inconsistent with the subjector context:-

WORDS MEANINGS

the Act - The Companies Act, 1965 or any statutory modificationamendment or re-enactment thereof for the time beingin force.

Approved Market Place - A stock exchange which is specified to be an approvedmarket place in the Securities Industry (CentralDepositories) (Exemption) (No. 2) Order, 1998.

these Articles - These Articles of Association as originally framed or asaltered from time to time by Special Resolution.

the Company - SIAH BROTHERS CORPORATION BERHAD (199310-P)

Central Depository - Malaysian Central Depository Sdn. Bhd. (165570-W)

Central Depositories Act - Securities Industry (Central Depositories) Act, 1991.

Table "A"Excluded

Interpretationclause

Definitions

A N N U A L R E P O R T 2 0 0 1 84

the Directors - The directors for the time being of the Company

Depositor - A holder of securities account

Deposited Security - A security in the Company standing to the credit of aSecurities Account of a Depositor subject to theprovisions of the Central Depositories Act and the Rules.

The Exchange - Kuala Lumpur Stock Exchange (30632-P)

Listing Requirements - The Listing Requirements of the Exchange includingany amendment to the Listing Requirements that maybe made from time to time.

Listed Securities - Securities of the Company admitted for listing on theExchange.

Market Days - Any day between Mondays and Fridays which is not amarket holiday or public holiday on which there isofficial trading on the Exchange.

Member - Any person/persons for the time being holding sharesin the Company and whose names appear in theregister of Members (except the Malaysian CentralDepository Nominees Sdn. Bhd.) including depositorswhose names appear on the Record of Depositors.

Securities Account - An account established by Central Depository for aDepositor for the recording of deposit of securitiesand for dealing in such securities by the Depositor.

the Office - The registered office for the time being of theCompany.

Record of Depositors - A record provided by Central Depository to theCompany under Chapter 24.0 of the Rules.

Rules - The Rules of the Central Depository.

the Secretary - Any person appointed to perform the duties of asecretary of the Company.

the Seal - The Common Seal of the Company.

Writing shall include printing and lithography and any other mode and modes ofrepresenting or reproducing words in a visible form.

Words importing the singular number only shall include the plural number, andvice versa.

Words importing the masculine gender only shall include the feminine gender.

Appendix 1


Words importing persons shall include corporations and companies.

Subject as aforesaid, any words or expressions in the Act shall, except where thesubject or context forbids, bear the same meanings as in these Articles.

SHARE CAPITAL AND VARIATION OF RIGHTS

3. The authorised capital of the Company at the date of adoption of this Articleis Ringgit Malaysia Two hundred million (RM200,000,000) divided into onehundred ninety three million one hundred and sixty seven thousand(193,167,000) ordinary shares of Ringgit Malaysia One (RM1.00) each and sixmillion eight hundred and thirty three thousand (6,833,000) 5.5% irredeemablecumulative convertible preference shares of Ringgit Malaysia One (RM1.00)each.

4. Without prejudice to any special rights previously conferred on the holdersof any existing shares but subject to the Act and to these Articles, shares inthe Company may be issued by the Directors and any such shares may beissued with such preferred, deferred or other special rights or such restrictions,whether in regard to dividend, voting, return of capital, or otherwise as theDirectors, subject to any ordinary resolution of the Company, determine.

5. The Company shall ensure that all new issues of securities for whichlisting is sought are made by way of crediting the securities accounts of theallottees with such securities save and except where it is specifically exemptedfrom compliance with section 38 of the Central Depositories Act. For thispurpose, the Company shall notify the Central Depository of the names ofthe allottees and all such particulars required by the Central Depository, toenable the Central Depository to make the appropriate entries in the securitiesaccounts of such allottees.

6. Without prejudice to any special rights previously conferred on the holdersof any existing shares or class of shares, and subject to the provisions ofthese Articles and the Act and to the provisions of any resolution of theCompany, shares in the Company may be issued by the Directors who mayallot, or otherwise dispose of such shares to such persons, on such termsand conditions, with such preferred, deferred or other special rights, andsubject to such restrictions and at such times as the Directors may determinebut the Directors in making any issue of shares shall comply with the followingconditions:-

(a) no shares shall be issued at a discount except in compliance with theprovisions of section 59 of the Act;

(b) in the case of shares offered to the public for subscription the amountpayable on application on each share shall not be less than five per cent(5%) of the nominal amount of the shares;

(c) in the case of shares, other than ordinary shares, no special rights shall

Expressions inthe Act definedto bear samemeaning inArticles

Share Capital

Power to issueshares withspecial rights

Issue ofsecurities

Allotment ofShares

Appendix 1

A N N U A L R E P O R T 2 0 0 1 86

be attached until the same have been expressed in these Articles and inthe resolution creating the same;

(d) no issue of shares shall be made which will have the effect of transferringa controlling interest in the Company to any person, company orsyndicate without the prior approval of the members of the Company ingeneral meeting;

(e) every issue of shares or options to employees and/or Directors of theCompany shall be approved by the members in general meeting andno Director shall participate in such issues of shares or options unless:-

(i) the members in general meeting have approved of the specificallotment to be made to such Director; and

(ii) he holds office in the Company in an executive capacity ProvidedAlways that a Director not holding office in an executive capacitymay so participate, in an issue of shares pursuant to a public issueor public offer.

7. Subject to the Act, any preference shares may with the sanction of an OrdinaryResolution, be issued on the terms that they are, or at the option of theCompany are liable, to be redeemed but the total nominal value of the issuedpreference shares shall not exceed the total nominal value of the issuedordinary shares at any time and the Company shall not issue preferenceshares ranking in priority above preference shares already issued, but mayissue preference shares ranking equally therewith. Preference shareholdersshall have the same rights as ordinary shareholders as regards receivingnotices, reports and audited accounts, and attending general meetings ofthe Company. Preference shareholders shall be entitled to a return of capitalin preference to holders of ordinary shares when the Company is wound up.Preference shareholders shall also have the right to vote at any meetingconvened for each of the following purposes:-

(a) when the dividend or part of the dividend on the preference shares is inarrears for more than six (6) months;

(b) on a proposal to reduce the Company’s share capital;

(c) on a proposal for the disposal of the whole of the Company’s property,business and undertaking;

(d) on a proposal that affects rights and privileges attaching to the preferenceshares;

(e) on a proposal to wind up the Company; and

(f) during the winding up of the Company.

7A. The 6,833,000 5.5% irredeemable cumulative convertible preference sharesof RM1.00 each (hereinafter called "ICCPS") issued on 4th May, 1999 shallconfer on the holders thereof the following rights and privileges, that is to say-

Rights ofPreferenceShareholders

Appendix 1


(a) The right to receive dividend out of the profits of the Company at afixed rate of 5.5% per annum, such right is cumulative and such dividendshall be paid as nearly as may be annually on 31st March in each year;and no dividend shall be declared and/or paid on ordinary shares in afinancial year unless dividend on the ICCPS including any arrears individend shall have been paid in that financial year.

(b) The ICCPS shall be for a period of five (5) years from and inclusive of thedate of issue and shall mature upon expiry of the five (5) year period(hereinafter referred to as "Maturity Date").

(c) The ICCPS cannot be redeemed for cash. All outstanding ICCPS will beautomatically converted into ordinary shares of the Company on theMaturity Date.

(d) The holders have the option to convert all ICCPS into ordinary shares atany time after the date of issue until the Maturity Date. The conversionprice into ordinary shares shall be determined based on a premium overthe five (5)-day weighted average market price of the ordinary sharespreceding the price-fixing date, that is any time after the approval of theSecurities Commission is obtained but prior to the issuance of ICCPS. Inthe event where the aforesaid price is less than the par value of theordinary shares, the conversion price shall be at RM1.00 per ICCPS(hereinafter referred to as "Conversion Price"). Conversion shall beeffected in the following manner -

(i) By tendering RM1.00 nominal value of ICCPS and by paying thebalance of the Conversion Price in cash for every one ordinary share;or

(ii) By tendering the ICCPS with an aggregate nominal value of at leastequivalent to the Conversion Price. Any fractions of ICCPS remainingwill be disregarded.

(e) The ICCPS will not be listed on the Kuala Lumpur Stock Exchange. Theordinary shares to be allotted and issued pursuant to conversion of theICCPS will upon allotment and issue rank pari passu in all respects withthe existing ordinary shares of the Company except for any dividend orany rights, allotment or other distributions declared where the entitlementdate for such dividends, rights, allotment or other distributions is priorto the conversion of the ICCPS.

(f) The ICCPS shall rank in priority to the ordinary shares of the Company inrespect of return of capital on liquidation or otherwise for the par valueof the ICCPS plus any arrears in dividend, whether declared or not,provided that there shall be no further right to participate in the surplusassets or profits of the Company.

(g) The holders of the ICCPS shall have the right as regards to receivingnotices, reports and balance sheets, and attending general meetings ofthe Company. The holders of ICCPS shall also have the rights to vote atany meeting convened for the purpose of reducing the capital, or winding

Appendix 1

A N N U A L R E P O R T 2 0 0 1 88

Commission onsubscription ofshares

Interest onshare capitalduringconstruction

up, or sanctioning a sale of undertaking, or where the proposition to besubmitted to the meeting directly affects their rights and privileges orwhen the dividend on the ICCPS is in arrears for more than six months.

8. Notwithstanding Article 9 hereof the repayment of preference share capitalother than redeemable preference shares, or any alteration of preferenceshareholders’ rights shall only be made pursuant to a special resolution ofthe preference shareholders concerned Provided Always that where thenecessary majority for such a special resolution is not obtained at the meeting,consent in writing, if obtained from the holders of three-fourths of thepreference shares concerned within two (2) months of the meeting shall beas valid and effectual as a special resolution carried at the meeting.

9. If at any time the share capital is divided into different classes of shares, therights attached to any class shall be expressed herein and may, whether ornot the Company is being wound up, be varied with the consent in writing ofthe holders of three-fourths of the issued shares of that class or with thesanction of a special resolution passed at a separate general meeting of theholders of the shares of that class. To every such separate general meetingthe provisions of these Articles relating to general meetings shall mutatismutandis apply, but so that the necessary quorum shall be two persons atleast holding or representing by proxy one-third of the issued shares of theclass and that any holder of shares of the class present in person or by proxymay demand a poll. To every such special resolution the provisions of section152 of the Act shall, with such adaptations as are necessary, apply.

10. The rights conferred upon the holders of the shares of any class issued withpreferred or other rights shall not, unless otherwise expressly provided bythe terms of issue of the shares of that class, be deemed to be varied by thecreation or issue of further shares ranking as regards participation in theprofits or assets of the Company in some or in all respects pari passu therewith.

11. The Company may exercise the powers of paying commissions conferred bythe Act, provided that the rate per cent of the amount of the commissionpaid or agreed to be paid shall be disclosed in the manner required by theAct and the commission shall not exceed the rate of ten per cent (10%) ofthe price at which the shares in respect whereof the same is paid are issuedor an amount equal to ten per cent (10%) of that price (as the case may be).Such commission may be satisfied by the payment of cash or the allotmentof fully paid shares or partly paid shares or partly in one way and partly in theother. The Company may also on any issue of shares pay such brokerage asmay be lawful.

12. Where any shares are issued for the purpose of raising money to defray theexpenses of the construction of any works or buildings or the provision ofany plant which cannot be made profitable for a long period the Companymay pay interest on so much of such share capital as is for the time beingpaid up for the period and subject to the conditions and restrictionsmentioned in section 69 of the Act and may charge the same to capital aspart of the cost of construction of the works or buildings or the provision ofthe plant.

Repayment ofPreferenceCapital

Modification ofclass rights

Ranking of classrights

Appendix 1


13. Except as required by law and as provided under the Rules, no person shallbe recognised by the Company as holding any share upon any trust, and theCompany shall not be bound by or be compelled in any way to recognise(even when having notice thereof) any equitable, contingent, future or partialinterest in any share or unit of share or (except only as by these Articles, theRules or by law otherwise provided) any other rights in respect of any shareexcept in an absolute right to the entirety thereof in the registered holder.

LIEN

14. The Company shall have a first and paramount lien on every share (not beinga fully paid share) such lien to be restricted to unpaid calls and instalmentsupon the specific shares in respect of which such monies are due and unpaid,and to such amounts as the Company may be called upon by law to pay andhas paid in respect of the shares of the Member or deceased Member. TheCompany’s lien, if any, on shares shall extend to all dividends and other moneyspayable thereon or in respect thereof. The Board of Directors may at anytime declare any share to be wholly or in part exempt from the provisions ofthis Article.

15. The Company may sell, in such manner as the Directors think fit, any shareson which the Company has a lien, but no sale shall be made unless a sum inrespect of which the lien exists is presently payable, or until the expiration offourteen (14) days after a notice in writing, stating and demanding paymentof such part of the amount in respect of which the lien exists as is presentlypayable, has been given to the registered holder for the time being of theshare or the person entitled by reason of his death or bankruptcy.

16. To give effect to any such sale the Directors may authorise some person totransfer the shares sold to the purchaser thereof. The purchaser shall beregistered as the holder of the shares comprised in any such transfer and heshall not be bound to see to the application of the purchase money, nor shallhis title to the shares be affected by any irregularity or invalidity in theproceedings in reference to the sale and the remedy of the former holder ofsuch share or any person claiming under or through him in respect of anyalleged irregularity or invalidity against the Company.

17. The proceeds of the sale shall be received by the Company and applied inpayment of such part of the amount in respect of which the lien exists as ispresently payable, accrued interest and expenses and the residue, if any,shall (subject to a like lien for sums not presently payable but existing uponthe shares before the sale) be paid to the person entitled to the shares at thedate of the sale or his executors, administrators or assignees or as he directs.

CALL ON SHARES

18. The Directors may from time to time make calls upon the members in respectof any money unpaid on their shares (whether on account of the nominalvalue of the shares or by way of premium) and not by the conditions of theallotment thereof made payable at fixed times, provided that no call shall be

Company’s lienon shares

Lien may beenforced bysale of shares

Appendix 1

Trusts not to berecognised

Application ofproceeds of sale

Directors mayeffect transfer

Directors maymake calls

A N N U A L R E P O R T 2 0 0 1 90

Difference incalls

Calls may bepaid in advance

Company mayrequireinformation

payable at less than one (1) month from the date fixed for the payment ofthe last preceding call, and each member shall (subject to receiving at leastfourteen (14) days’ notice specifying the time or times and place of payment)pay to the Company at the time or times and place so specified the amountcalled on his shares. A call may be revoked or postponed as the Directorsmay determine.

19. A call shall be deemed to have been made at the time when the resolutionof the Directors authorising the call was passed and may be required to bepaid by instalments. No shareholders shall be entitled to receive any dividendor to exercise any privilege as a member until he shall have paid all calls forthe time being due and payable on every share by him, whether alone orjointly with any other person, together with interest and expenses (if any).

20. If a sum called in respect of a share is not paid before or on the day appointedfor payment thereof, the person from whom the sum is due shall pay intereston the sum from the day appointed for payment thereof to the time of actualpayment at such rate not exceeding eight per cent (8%) per annum as theDirectors may determine, but the Directors shall be at liberty to waive paymentof the interest wholly or in part.

21. Any sum which by the terms of issue of a share is made payable on allotmentor at any fixed date, whether on account of the nominal value of the share orby way of premium, shall for the purposes of these Articles be deemed to bea call duly made and payable on the date on which by the terms of issue thesame becomes payable and in the case of non-payment all the relevantprovisions of these Articles as to payment of interest and expenses, forfeitureor otherwise shall apply as if the sum had become payable by virtue of a callduly made and notified.

22. The Directors may, on the issue of shares, differentiate between the holdersas to the amount of calls to be paid and the times of payment of such calls.

23. The Directors may, if they think fit, receive from any member willing to advancethe same all or any part of the money uncalled and unpaid upon any sharesheld by him, and upon all or any part of the money so advanced may (untilthe same would but for the advance, become payable) pay interest at suchrate not exceeding (unless the Company in general meeting shall otherwisedirect) eight per cent (8%) per annum as may be agreed upon between theDirectors and the member paying the sum in advance. Such capital paid onshares in advance of calls shall not, whilst carrying interest, confer a right toparticipate in profits. Except in liquidation, sums paid in advance of callsshall not, until the same would, but for such advance have become payable,be treated as paid up on the shares in respect of which they have been paid.

INFORMATION OF SHAREHOLDING

24. (1) The Company may by notice in writing require any member of theCompany within such reasonable time as is specified in the notice:-

(a) to inform the Company whether he holds any voting shares in the

When calldeemed made

Interest onunpaid calls

Sums payableon allotment

Appendix 1


Company as beneficial Owner or as trustee; and

(b) if he holds them as trustee, to indicate so far as he can the personsfor whom he holds them by name and by other particulars sufficientto enable those persons to be identified and the nature of theirinterest.

(2) Where the Company is informed in pursuance of a notice given to anyperson under subsection (1) hereof or under this subsection that anyother person has an interest in any of the voting shares in the Company,the Company may by notice in writing require that other person withinsuch reasonable time as is specified in the notice:

(a) to inform it whether he holds that interest as beneficial owner or astrustee; and

(b) if he holds it as trustee, to indicate so far as he can the persons forwhom he holds it by name and by other particulars sufficient toenable them to be identified and the nature of their interest.

(3) The Company may by notice in writing require any member of theCompany to inform it, within such reasonable time as is specified in thenotice, whether any of the voting rights carried by any voting shares inthe Company held by him are the subject of an agreement orarrangement under which another person is entitled to control his exerciseof those rights and, if so, to give particulars of the agreement orarrangement and the parties to it.

TRANSFER OF SECURITIES

25. The transfer of any Listed Securities or class of Listed Securities of theCompany shall be by way of book entry by the Central Depository inaccordance with the Rules and notwithstanding sections 103 and 104 of theAct, but subject to section 107C(2) of the Act and any exemption that maybe made from compliance with section 107C(1) of the Act, the Companyshall be precluded from registering and effecting any transfer of such ListedSecurities.

26. The registration of transfers may be suspended at such times and for suchperiods as the Directors may from time to time determine not exceeding inthe whole thirty (30) days in any year. Twelve (12) clear market days’ notice ofintention to close the said register shall be published in a daily newspapercirculating in Malaysia and shall also be given to the Exchange. The saidnotice shall state the purpose or purposes for which the register is beingclosed. At least three (3) market days prior notice shall be given to the CentralDepository to prepare the appropriate Record of Depositors Provided thatwhere the Record of Depositors is required in respect of corporate actions atleast seven (7) market days prior notice shall be given to the CentralDepository.

Member toinformCompany

Appendix 1

Transfer ofsecurities

Suspension ofregistration

A N N U A L R E P O R T 2 0 0 1 92

Death ofmember

Share ofdeceased orbankruptmember

27. Subject to the provisions of these Articles the Directors may recognise arenunciation of any Listed Securities by the allottee thereof in favour of someother person.

TRANSMISSION OF SECURITIES FROM FOREIGN REGISTER

28. (1) Where-

(a) the securities of the Company are listed on an Approved MarketPlace; and

(b) the Company is exempted from compliance with section 14 of theCentral Depositories Act, or section 29 of the Securities Industry(Central Depositories) (Amendment) Act, 1998, as the case may be,under the Rules in respect of such securities,

the Company shall, upon request of such securities holder, permit atransmission of securities held by such securities holder from the registerof holders maintained by the registrar of the Company in the jurisdictionof the Approved Market Place (hereinafter referred to as "the ForeignRegister"), to the register of holders maintained by the registrar of theCompany in Malaysia (hereinafter referred to as "the Malaysian Register")subject to the following conditions:-

(i) there shall be no change in the ownership of such securities; and

(ii) the transmission shall be executed by causing such securitiesto be credited directly into the securities account of such securitiesholder.

(2) Where the requirements of subparagraphs (1)(a) and (b) above arefulfilled, the Company shall not allow any transmission of securities fromthe Malaysian Register into the Foreign Register.

TRANSMISSION OF SHARES

29. In the case of the death of a member, the legal representative(s) of thedeceased shall be the only person(s) recognised by the Company as havingany title to his interest in the shares but nothing herein contained shall releasethe estate of a deceased shareholder from any liability in respect of anyshare which had been held by him.

30. Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may, upon such evidence being produced as mayfrom time to time properly be required by the Directors and subject ashereinafter provide, elect either to be registered himself as holder of theshare or to have some person nominated by him registered as the transfereethereof, but the Directors shall, in either case, have the same right to declineor suspend registration as they would have had in the case of a transfer ofthe share by that member before his death or bankruptcy. Provided always

Renunciation

Transmission ofsecurities fromForeignRegister

Appendix 1


that where the share is a deposited security, subject to the Rules, a transferor withdrawal of the share may be carried out by the person becoming soentitled.

31. If the person so becoming entitled elects to be registered himself, he shalldeliver or send to the Company a notice in writing signed by him stating thathe so elects provided that where the share is a deposited security and theperson becoming entitled elects to have the share transferred to him, theaforesaid notice must be served by him on the Central Depository. If heelects to have another person registered he shall testify his election byexecuting to that person a transfer of the share. All the limitations, restrictionsand provisions of these Articles relating to the rights to transfer and theregistration of transfers of shares shall be applicable to any such notice ortransfer as aforesaid as if the death or bankruptcy of the member had notoccurred and the notice or transfer were a transfer signed by that member.

32. Where the registered holder of any shares dies or becomes bankrupt hispersonal representative or the assignee of his estate, as the case may be,shall, upon the production of such evidence as may be from time to time beproperly required by the Directors in that behalf, be entitled to the samedividends and other advantages and to the same rights (whether in relationto meetings of the Company or to voting or otherwise) as the registeredholder would have been entitled to if he had not died or become bankrupt.

FORFEITURE OF SHARES

33. If a member fails to pay the whole or any part of any call or instalment of acall on the days appointed for payment thereof, the Directors may, at anytime thereafter during such time as any part of the call or instalment remainunpaid, serve a notice on him requiring payment of so much of the call orinstalment as is unpaid, together with any interest which may have accrued.

34. The notice shall name a further day (not earlier than the expiration of fourteen(14) days from the date of service of the notice) on or before which the paymentrequired by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which thecall was made will be liable to be forfeited.

35. If the requirements of any such notice as aforesaid are not complied with,any share in respect of which the notice has been given, may at any timethereafter, before the payment required by the notice has been made, beforfeited by a resolution of the Directors to that effect. Such forfeiture shallinclude all dividends declared in respect of the forfeited shares and not actuallypaid before the forfeiture. A notice of forfeiture shall be sent to the memberwithin fourteen (14) days of the forfeiture.

36. A forfeited share may be sold or otherwise disposed of on such terms and insuch manner as the Directors think fit, and at any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Directorsthink fit.

Appendix 1

Notice ofelection

Person entitledor may receivedividend, etc.

Noticerequiringpayment

Particulars inearlier notice

Forfeiture

Directorsmay cancelforfeiture

A N N U A L R E P O R T 2 0 0 1 94

Non paymentof sums due onissue of shares

Conversion tobe at generalmeeting

Transfer ofstock

Participation ofstockholders

37. A person whose shares have been forfeited shall cease to be a member inrespect of the forfeited shares, but shall, notwithstanding, remain liable topay to the Company all monies which, at the date of forfeiture, was payableby him to the Company in respect of the shares (together with interest at therate of eight per cent (8%) per annum from the date of forfeiture on themoney for the time being unpaid if the Directors think fit to enforce paymentof such interest), but his liability shall cease if and when the Company receivespayment in full of all such money in respect of the shares.

38. A statutory declaration in writing that the declarant is a director or theSecretary of the Company and that a share in the Company has been dulyforfeited on a date stated in the declaration, shall be conclusive evidence ofthe facts therein stated as against all persons claiming to be entitled to theshare.

39. The Company may receive the consideration, if any, given for a forfeitedshare on any sale or disposition thereof and may authorise some person toexecute a transfer of the share in favour of the person to whom the share issold or disposed of and he shall thereupon be registered as the holder ofthe share, and he shall not be bound to see to the application of the purchasemoney, if any, nor shall his title to the share be affected by any irregularity orinvalidity in the proceedings in reference to the forfeiture, sale, or disposalof the share. Subject to any lien for sums not presently payable, if any, or anyresidue of the proceeds of sale of shares which are forfeited and sold ordisposed of, after the satisfaction of the unpaid calls or instalments payableat fixed times and accrued interest and expenses, shall be paid to the personwhose shares have been forfeited, or his executors, administrators, orassignees or as he directs.

40. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payableat a fixed time, whether on account of the nominal value of the share or byway of premium, as if the same had been payable by virtue of a call dulymade and notified.

CONVERSION OF SHARES INTO STOCK

41. The Company may by ordinary resolution passed at a general meeting convertany paid-up shares into stock or re-convert any stock into paid-up shares ofany denomination.

42. The holders of the stock may transfer the same or any part thereof in thesame manner and subject to the same Articles as and subject to which theshares from which the stock arose might previously to conversion have beentransferred or as near thereto as circumstances admit; but the Directors mayfrom time to time fix the minimum amount of stock transferable and restrictor forbid the transfer of fractions of that minimum shall not exceed the nominalamount of the shares from which the stock arose.

43. The holders of stock shall, according to the amount of the stock held bythem, have the same rights, privileges and advantages as regards dividends,

Liability ofmember inrespect offorfeited shares

Evidence offorfeiture

Procedure forsale of forfeitedshares

Appendix 1


voting at meetings of the Company and other matters as if they held theshares from which the stock arose, but no such right, privilege or advantage(except participation in the dividends and profits of the Company and in theassets on winding up) shall be conferred by any such aliquot part of stockwhich would not, if existing in shares have conferred that right, privilege oradvantage.

44. Such of the Articles of the Company as are applicable to paid-up shares shallapply to stock and the words "share" and "shareholders" therein shall include"stock" and "stockholders".

INCREASE OF CAPITAL

45. The Company may from time to time, whether all the shares for the timebeing authorised shall have been issued or all the shares for the time beingissued shall have been fully called up or not, by ordinary resolution increaseits share capital by the creation and issue of new shares, such new capital tobe of such amount and to be divided into shares of such respective amountsand to carry such rights or to be subject to such conditions or restrictions inregard to dividend, return of capital or otherwise as the Company by theresolution authorising such increase directs.

46. Subject to any direction to the contrary that may be given by the Companyin general meeting, all new shares or other convertible securities for the timebeing unissued and not allotted and any new shares or securities from timeto time to be created shall before they are issued be offered to such personsas at the date of the offer are entitled to receive notices from the Companyof general meetings in proportion, as nearly as the circumstances admit, tothe amount of the existing shares or securities to which they are entitled. Theoffer shall be made by notice specifying the number of shares or securitiesoffered, and limiting a time within which the offer, if not accepted, shall bedeemed to be declined, and, after the expiration of that time, or on thereceipt of an intimation from the person to whom the offer is made that hedeclines to accept the shares or securities offered, the Directors may disposeof those shares or securities in such manner as they think most beneficial tothe Company. The Directors may likewise also dispose of any new shares orsecurities which (by reason of the ratio which the new shares or securitiesbear to shares or securities held by persons entitled to an offer of new sharesor securities) cannot, in the opinion of the Directors be conveniently offeredunder this Article.

47. Notwithstanding Article 46 above, but subject always to the Act, the Companymay apply to the Exchange and other stock exchange, if any, upon which theCompany is listed for waiver of convening Extraordinary General Meetingsto obtain shareholders’ approval for further issues of shares (other than bonusor rights issue) where in accordance with the provisions of section 132D ofthe Act, there is still in effect, a resolution approving the issuance of sharesby the Company and the aggregate issues of which in any one financial yeardo not exceed ten per cent (10%) of the issued share capital of the Company(other than by way of bonus or rights issue).

Appendix 1

Definition

Power toincrease capital

Issue of newshares tomembers

Waiver ofconveningExtraordinaryGeneralMeeting

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Power toreduce capital

Share Buy backAnd FinancialAssistance

GeneralMeeting

48. Except so far as otherwise provided by the conditions of issue, any capitalraised by the creation of new shares shall be considered as part of the originalshare capital of the Company, and shall be subject to the same provisionswith reference to the payment of calls, lien, transfer, transmission forfeitureand otherwise as the original share capital.

ALTERATION OF CAPITAL

49. The Company may by ordinary resolution:-

(a) consolidate and divide all or any of its share capital into shares of largeramount than its existing shares;

(b) divide its share capital or any part thereof into shares of smaller amountthan is fixed by the Memorandum of Association by subdivision of itsexisting shares or any of them subject nevertheless to the provisions ofthe Act and so that as between the resulting shares, one or more ofsuch shares may, by the resolution by which such sub-division is effected,be given any preference or advantage as regards dividend, return ofcapital, voting or otherwise over the others or any other of such shares;and

(c) cancel shares which at the date of the passing of the resolution in thatbehalf have not been taken or agreed to be taken by any person orwhich have been forfeited and diminish the amount of its share capitalby the amount of the shares so cancelled.

50. The Company may by special resolution reduce its share capital, any capitalredemption reserve fund or any share premium account in any manner andwith, and subject to, any authorisation, and consent required by law.

51. The Company may, subject to and in accordance with the provisions ofthe Act, the rules, regulations and orders made pursuant to the Act, theconditions, restrictions and limitations expressed in these Articles and therequirements of the Exchange and any other relevant authority, purchase itsown shares and/or give financial assistance, by means of making of a loan orgiving of a guarantee, to any person for the purpose of purchasing its ownshares.

GENERAL MEETINGS

52. An annual general meeting of the Company shall be held in accordance withthe provisions of the Act. All general meetings other than the annual generalmeetings shall be called extraordinary general meetings. All general meetingsshall be held at such time, day and place as the Directors, shall determine.Every notice of an annual general meeting shall specify the meeting as suchand every meeting convened for passing a special resolution shall state theintention to propose such resolution as a special resolution.

Power to altercapital

Appendix 1

How far newshares to rankwith originalshares


53. The Directors may whenever they so decide by resolution convene anextraordinary general meeting of the Company. In addition, an extraordinarygeneral meeting shall be convened on such requisition as referred to in section144 of the Act, or if the Company makes default in convening a meeting incompliance with a requisition received pursuant to section 144, a meeting maybe convened by the requisitionists themselves in the manner provided insection 144 of the Act.

54. Every notice convening meetings shall specify the place, the day and thehour of the meeting and shall be given to all members at least fourteen (14)days before the meeting or at least twenty one (21) days before the meetingwhere any special resolution is to be proposed or where it is an annual generalmeeting. Any notice of a meeting called to consider special business shallspecify the general nature of such business and shall also be accompaniedby a statement regarding the effect of any proposed resolution in respect ofsuch special business. At least fourteen (14) days’ notice or twenty (21) days’notice in case where any special resolution is proposed or where it is theannual general meeting, of every such meeting shall be given byadvertisement in the daily press and in writing to the Exchange and eachstock exchange, if any, upon which the Company is listed.

55. (1) The Company shall request the Central Depository in accordance withthe Rules to prepare a Record of Depositors to whom notices of generalmeeting shall be given by the Company.

(2) The Company shall also request the Central Depository in accordancewith the Rules to issue a Record of Depositors as at a date not less thanthree (3) market days before the general meeting (hereinafter referredto as "the General Meeting Record of Depositors").

(3) Subject to the Securities Industry (Central Depositories) (ForeignOwnership Regulations, 1996 (where applicable), a depositor shall notbe regarded as a member to attend any general meeting and to speakand vote thereat unless his name appears in the General Meeting Recordof Depositors.

56. Subject always to the provisions of section 151 of the Act, no business shallbe transacted at an extraordinary general meeting except business of whichnotice has been given in the notice convening the meeting and no businessshall be transacted at an annual general meeting other than business ofwhich notice has been given aforesaid, with the exception of declaring adividend, the consideration of the accounts, balance sheets or financialstatements and the reports of the Directors and Auditors, the election ofDirectors, and the appointment and fixing of the remuneration of Auditors.

57. In every notice calling a meeting of the Company, there shall appear withreasonable prominence a statement that a member entitled to attend andvote is entitled to appoint one or more proxies to attend and vote instead ofhim, and that a proxy may, but need not be a member of the Company andthat where a member appoints more than one (1) proxy, the appointmentshall be invalid unless he specifies the proportion of his holdings to berepresented by each proxy. Where a Member is an authorised nominee as

Appendix 1

ExtraordinaryGeneralMeeting

Notice ofmeeting

Record ofDepositors

Business atmeetings

Requirement innotice callingmeeting

A N N U A L R E P O R T 2 0 0 1 98

No businessunless quorumis present

Adjournment

Chairman

Adjournmentwith consent ofmeeting

Evidence ofpassing ofresolutions

defined under the Central Depositories Act, it may appoint at least one (1)proxy in respect of each Securities Account it holds with shares of theCompany standing to the credit of the said Securities Account.

58. The accidental omission to give notice of any meeting to, or the non-receiptof notice by meeting by, any person entitled to receive such notice shall notinvalidate any resolution passed or the proceedings at any such meeting.

PROCEEDINGS AT GENERAL MEETING

59. No business shall be transacted at any general meeting unless a quorum ofmembers is present at the time when the meeting proceeds to business.Save as herein otherwise provided, two (2) members present in person or byproxy shall be a quorum. For the purposes of this Article "member" includesa person attending as a proxy or representing a corporation which is amember.

60. If within half an hour from the time appointed for the meeting a quorum isnot present, the meeting, if convened upon the requisition of members,shall be dissolved; in any other case it shall stand adjourned to the same dayin the next week (or if that day be a public holiday, then to the next businessday following that public holiday) at the same time and place, or to suchother day and at such other time and place as the Directors may determine,but if a quorum is not present at an adjourned meeting, the member ormembers present shall be a quorum.

61. The Chairman (if any) of the Board of Directors or, in his absence, a DeputyChairman (if any) shall preside as Chairman at every meeting . If there is nosuch Chairman or Deputy Chairman, or if at any meeting neither the Chairmannor a Deputy Chairman is present within fifteen (15) minutes after the timeappointed for holding the meeting, or if neither of them is willing to act asChairman, the Directors present shall choose one (1) of their members, toact, or if one (1) Director only is present he shall preside as Chairman ifwilling to act. If no Director is present, or if each of the Directors presentdeclines to take the Chair, the persons present and entitled to vote on a pollshall elect one (1) of their number to be Chairman.

62. The Chairman may, with the consent of any meeting at which a quorum ispresent (and shall if so directed by the meeting), adjourn the meeting fromtime to time and from place to place but no business shall be transacted atany adjourned meeting other than the business left unfinished at the meetingfrom which the adjournment took place. When a meeting is adjourned forthirty (30) days or more, notice of the adjourned meeting shall be given as inthe case of an original meeting. Save as aforesaid it shall not be necessary togive any notice of an adjournment or of the business to be transacted at anadjourned meeting.

63. At any general meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a poll is (before or on the declaration ofthe result of the show of hands) demanded:-

Appendix 1

Omission togive notice


(a) by the Chairman;

(b) by at least three (3) members present in person or by proxy;

(c) by any member or members present in person or by proxy andrepresenting not less than one-tenth of the total voting rights of allmembers having the right to vote at the meeting; or

(d) by a member or members holding shares in the Company conferring aright to vote at the meeting being shares on which an aggregate sumhas been paid up equal to not less than one-tenth of the total sum paidup on all the shares conferring that right.

Unless a poll is so demanded a declaration by the Chairman of the meetingthat a resolution has on a show of hands been carried unanimously, or by aparticular majority, or lost, and an entry to that effect in the book containingthe minutes of the proceedings of the Company shall be conclusive evidenceof the fact without proof of the number or proportion of the votes recordedin favour of or against the resolutions. The demand for a poll may bewithdrawn.

64. If a poll is duly demanded it shall be taken in such manner and either at onceor after an interval or adjournment or otherwise as the Chairman directs, andthe result of the poll shall be the resolution of the meeting at which the pollwas demanded, but a poll demanded on the election of Chairman or on aquestion of adjournment shall be taken forthwith. The demand for a pollshall not prevent the continuance of a meeting for the transaction of anybusiness other than the question on which the poll has been demanded. TheChairman of the meeting may (and if so directed by the meeting shall) appointscrutineers and may, in addition to the powers of adjourning meetingscontained in Article 62 adjourn the meeting to some place and time fixed forthe purpose of declaring the result of the poll.

65. In the case of an equality of votes, whether on a show of hands or a poll, theChairman of the meeting at which the show of hands takes place or at whichthe poll is demanded shall be entitled to a second or casting vote.

66. A proxy shall be entitled to vote on a show of hands on any question at anygeneral meeting.

67. Where the capital of the Company consists of shares of different monetarydenominations, voting rights shall be prescribed in such a manner that a unitof capital in each class, when reduced to a common denominator, shall carrythe same voting power when such right is exercisable.

68. A member who is of unsound mind or whose person or estate is liable to bedealt with in any way under the law relating to mental disorder may vote,whether on a show of hands or on a poll, by his committee or by such otherperson who properly has the management of his estate, and any suchcommittee or other person may vote by proxy or attorney and any personentitled under the transmission Article to transfer any shares may vote at anygeneral meeting in respect thereof in the same manner as if he was the

Appendix 1

How a poll is tobe taken

Equality ofvotes

Voting rights ofproxy

Shares ofdifferentmonetarydenominations

Vote ofmember ofunsound mind

A N N U A L R E P O R T 2 0 0 1 100

Voting rights ofmembers

Objection toqualification ofvoter

Instrumentappointingproxy to be inwriting

Form of proxy

registered holder of such shares provided that forty-eight (48) hours at leastbefore the time of holding the meeting or adjourned meeting as the casemay be at which he proposes to vote, he shall satisfy the Directors of hisright to transfer such shares unless the Directors shall have previously admittedhis right to vote at such meeting in respect thereof.

69. Subject to Article 55, a member of the Company shall be entitled to bepresent and to vote at any general meeting in respect of any share or sharesupon which calls due to the Company have been paid .

70. No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered, and every vote not disallowed at such meeting shall be valid forall purposes. Any such objection made in due time shall be referred to theChairman of the meeting whose decision shall be final and conclusive.

71. The instrument appointing a proxy shall be in writing under the hand of theappointor or of his attorney duly authorised in writing or, if the appointor isa corporation, either under Seal or under the hand of an officer or attorneyduly authorised. A proxy may but need not be a member of the Companyand the provisions of section 149(1)(b) of the Act shall not apply to theCompany. The instrument appointing a proxy shall be deemed to conferauthority to demand or join in demanding a poll.

72. The instrument appointing a proxy shall be in the following form with suchvariations as circumstances may require or the Statutes permit or in suchother form as the Exchange may approve :-

SIAH BROTHERS CORPORATION BERHAD

I/We,....................................................................of............................................................................................ ......... ......being a member of the abovenamed Company, hereby appoint.............……..........……of.......…...................................................................…or failingwhom,.………......................................of………........…..………………….........……………...........…....................................................................................................... as my/our proxy to vote for me/us and onmy/our behalf at the (Annual or Extraordinary as the case may be) General Meeting of the Company, tobe held at....................................................…………………………….......................................................………......……...........................……………….......................(place of meeting) on the...................dayof.......................at....................(time of meeting) and, at every adjournment thereof for/against* theresolution(s) to be proposed thereat.

As witness my hand this....................day of......................., ........................

No. of Sharesheld:

Signature of Member

* Strike out whichever is not desired, (Unless otherwise instructed, the proxy may voteas he thinks fit.)

Notes:A proxy may but need not be a member of the Company and the provisions of section 149(1)(b)of the Act shall not apply to the Company.

Appendix 1


To be valid this form duly completed must be deposited at the registered office of the Companynot less than forty-eight (48) hours before the time for holding the meeting.

A member shall be entitled to appoint more than one (1) proxy to attend and vote at the samemeetings.

Where a member appoints more than one (1) proxy the appointment shall be invalid unless hespecifies the proportions of his holdings to be represented by each proxy.

Where a member is an authorised nominee as defined under the Central Depositories Act, itmay appoint at least one proxy in respect of each Securities Account it holds with shares of theCompany standing to the credit of the said Securities Account.

If the appointer is a corporation, this form must be executed under its Common Seal or underthe hand of its attorney.

73. The instrument appointing a proxy and the power of attorney or otherauthority, if any, under which it is signed or a notarially certified copy of thatpower or authority shall be deposited at the Office of the Company or atsuch other place as is specified for that purpose in the notice convening themeeting, not less than forty-eight (48) hours before the time appointed forholding the meeting or adjourned meeting at which the person named inthe instrument proposes to vote, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of poll, and in defaultthe instrument of proxy shall not be treated as valid.

74. A vote given in accordance with the term of an instrument of proxy or attorneyshall be valid, notwithstanding the previous death or unsoundness of mindof the principal or revocation of the instrument or of the authority underwhich the instrument was executed, or the transfer of the share in respect ofwhich the instrument is given, if no intimation in writing of such death,unsoundness of mind, revocation or transfer as aforesaid has been receivedby the Company at the Office before the commencement of the meeting oradjourned meeting at which the instrument is used.

75. A corporation may by resolution of its directors or other governing body, if itis a member of the Company, authorise such person as it thinks fit to act asits representative either at a particular meeting or at all meetings of theCompany or of any class of members, and a person so authorised shall inaccordance with his authority and until his authority is revoked by thecorporation be entitled to exercise the same powers on behalf of thecorporation as the corporation could exercise if it were an individual memberof the Company.

DIRECTORS

76. All the Directors of the Company shall be natural persons and until otherwisedetermined by general meeting, the number of Directors shall be not lessthan two (2) or more than eleven (11) but in the event of any casual vacancy,the remaining Directors may continue to act notwithstanding any vacancy intheir body, but if and so long as their number is reduced to below the minimumnumber fixed by or pursuant to these Articles as the necessary quorum ofDirectors, the remaining Directors or Director except in an emergency may

Appendix 1

Instrumentappointingproxy to be leftat the Office

Validity of votegiven underproxy

Corporaterepresentative

Number ofDirectors

A N N U A L R E P O R T 2 0 0 1 102

Retirement ofDirectors

Selection ofDirectors toretire

Notice ofcandidate as aDirector

Retiring directordeemed to bere-appointed

Motion forappointment ofDirectors

Increase orreduction ofnumber ofDirectors

act only for the purpose of increasing the number of Directors to suchminimum number or of summoning a general meeting of the Company,but for no other purpose.

77. At the first annual general meeting of the Company all the Directors shallretire from office, and at the annual general meeting in every subsequentyear an election of directors shall take place and one-third of the Directorsfor the time being, or, if their number is not three (3), or a multiple of three(3), then the number nearest to one-third shall retire from office and be eligiblefor re-election. Provided Always that all Directors including a ManagingDirector shall retire from office once at least in each three (3) years but shallbe eligible for re-election. A retiring director shall retain office until the closeof the meeting at which he retires.

78. The Directors to retire in each year shall be those who have been longest inoffice since their last election, but as between persons who became Directorson the same day those to retire shall (unless they otherwise agree amongthemselves) be determined by lot.

79. No person not being a retiring Director shall be eligible for election to theoffice of Director at any general meeting unless a member intending topropose him for election has, at least eleven (11) clear days before themeeting, left at the Office of the Company a notice in writing duly signed bythe nominee, giving his consent to the nomination and signifying hiscandidature for the office, or the intention of such member to propose himfor election, provided that in the case of a person recommended by theDirectors, for election, nine (9) clear days’ notice only shall be necessary, andnotice of each and every candidature for election to the Board of Directorsshall be served on the registered holders of shares at least seven (7) cleardays prior to the meeting at which the election is to take place.

80. The Company at the meeting which a Director so retires may fill the vacatedoffice by electing a person thereto. Unless at that meeting it is expresslyresolved not to fill the vacated office or a resolution for the re-election of theDirector retiring at that meeting is put to the meeting and lost or some otherperson is elected a Director in place of the retiring Director, the retiringDirector shall, if offering himself for re-election and not being disqualifiedunder the Act from holding office as a Director, be deemed to have been re-elected.

81. At any general meeting at which more than one (1) Director is to be elected,each candidate shall be the subject of a separate motion and vote unless amotion for the appointment of two (2) or more persons as Directors by asingle resolution shall have first been agreed to by the meeting without anyvote being given against it.

82. The Company may from time to time by ordinary resolution passed at ageneral meeting increase or reduce the number of Directors, and may alsodetermine in what rotation the increased or reduced number is to retire fromoffice.

Appendix 1


83. The Company may by Ordinary Resolution of which special notice is givenremove any Director before the expiration of his period of office, and may ifthought fit, by Ordinary Resolution appoint another Director in his stead.The person so appointed shall hold office so long as the Director in whoseplace he is appointed would have the same if he had not been removed.

84. The Directors shall have power at any time, and from time to time to appointany person to be a Director, either to fill a casual vacancy or as an addition tothe existing Directors, but so that the total number of Directors shall not atany time exceed the number fixed in accordance with these Articles. AnyDirector so appointed shall hold office only until the next annual generalmeeting of the Company, and shall then be eligible for re-election but shallnot be taken into account in determining the Directors who are to retire byrotation at that meeting.

85. The shareholding qualification for Directors may be fixed by the Company ingeneral meeting and until so fixed no shareholding qualification for Directorsshall be required. All Directors shall be entitled to receive notice of and toattend all general meetings of the Company.

REMUNERATION OF DIRECTORS

86. The Directors shall be paid by way of fees for their services such fixed sum (ifany) as shall from time to time be determined by the Company in generalmeeting, and such fees shall be divided among the Directors in suchproportions and manner as the Directors may determine, provided always that:-

(a) Fees payable to the Directors who hold no executive office in theCompany shall be paid by a fixed sum and not by a commission on orpercentage of profits or turnover;

(b) Salaries and other emoluments payable to Directors who hold anexecutive office in the Company pursuant to a contract of service neednot be determined by the Company in general meeting but such salariesand emoluments may not include a commission on or percentage ofturnover;

(c) Fees payable to Directors shall not be increased except pursuant to aresolution passed at a general meeting where notice of the proposedincrease has been given in the notice convening the meeting; and

(d) Any fee paid to an Alternate Director shall be agreed between himselfand the Director nominating him and shall be paid out of theremuneration of the latter.

87. (1) The Directors shall be paid all their travelling and other expenses properlyand necessarily expended by them in and about the business of theCompany including their travelling and other expenses incurred inattending Board Meetings of the Company.

Appendix 1

Removal ofDirectors

Power to addDirectors

Directors’qualification

Directors’remuneration

Reimbursementof expenses

A N N U A L R E P O R T 2 0 0 1 104

When officesof Directordeemed vacant

Business ofCompany to bemanaged byDirectors

(2) If any Director being willing shall be called upon to perform extra servicesor to make any special exertions in going or residing away from hisusual place of business or residence for any of the purposes of theCompany or in giving special attention to the business of the Companyas a Member of a committee of Directors, the Company may remuneratethe Director so doing either by a fixed sum or otherwise (other than bya sum to include a commission on or percentage of turnover) as may bedetermined by the Company in general meeting and such remunerationmay be either in addition to or in substitution for his or their share in theremuneration from time to time provided for the Directors. Extraremuneration payable to non-executive Director(s) shall not include acommission or percentage of turnover or profits.

DISQUALIFICATION OF DIRECTORS

88. The office of director shall become vacant if the director:-

(a) becomes bankrupt, has a Receiving Order in Bankruptcy made againsthim or makes any arrangement or composition with his creditorsgenerally;

(b) becomes prohibited from being a Director by reason of any order madeunder the Act or contravenes section 130 of the Act;

(c) ceases to be a Director by virtue of the Act;

(d) becomes of unsound mind or a person whose person or estate is liableto be dealt with in any way under the law relating to mental disorder;

(e) resigns his office by notice in writing to the Company and deposited atthe Office of the Company;

(f) is removed from his office of Director by resolution of the Company ingeneral meeting of which special notice has been given; or

(g) is absent from more than fifty per centum (50%) of the total Board ofDirectors’ meetings held during a financial year.

POWERS AND DUTIES OF DIRECTORS

89. The business of the Company shall be managed by the Directors who maypay all expenses incurred in promoting and registering the Company, andexercise all such powers of the Company as are not, by the Act or by theseArticles required to be exercised by the Company in general meeting, subject,nevertheless, to any of these Articles, to the provisions of the Act, and tosuch regulations, being not inconsistent with these Articles or the provisionsof the Act as may be prescribed by the Company in general meeting but noregulation made by the Company in general meeting shall invalidate anyprior act of the Directors which would have been valid if that regulation hadnot been made.

Appendix 1


90. The Directors shall not without the prior approval of the Company in generalmeeting:-

(a) carry into effect any proposal or execute any transaction for the acquisitionof any undertaking or property of a substantial value, or the disposals ofa substantial portion of or a controlling interest in the Company’s mainundertaking or property;

(b) exercise any power of the Company to issue shares unless otherwisepermitted under the Act;

(c) subject to section 132E of the Act, enter into any arrangement ortransaction with a Director of the Company or its holding Company orwith a person connected with such a Director to acquire from or disposeto such a Director or person any non-cash assets of the requisite value;and

(d) issue warrants on such terms and subject to such conditions which maybe resolved upon by the Directors which confers a right to registeredholders of warrants to subscribe equity of the Company.

91. (1) The Directors may exercise all the powers of the Company to borrowand to mortgage or charge its undertaking, property and uncalled capital,or any part thereof, and to issue debentures and other securities whetheroutright or as security for any debt, liability or obligation of the Company,or its subsidiaries.

(2) The Directors shall not borrow any money or mortgage or charge any ofthe Company’s or its subsidiaries’ undertaking, property, or any uncalledcapital, or to issue debentures and other securities whether outright oras security for any debt, liability or obligation of an unrelated third party.

92. The Directors may establish or arrange any contributory or non-contributorypension super-annuation scheme for the benefit of, or pay a gratuity, pensionor emolument to any person who is or has been employed by or in the serviceof the Company or any subsidiary of the Company, or to any person who isor has been a Director or other officer of and holds or has held salariedemployment in the Company or any such subsidiary, and the widow, familyor dependants of any such person. The Directors may also subscribe to anyassociation or fund which they consider to be for the benefit of the Companyor any such subsidiary or any such persons as aforesaid and make paymentsfor or towards any hospital or scholastic expenses, and make payments foror towards any hospital or any Director holding such salaried employmentshall be entitled to retain any benefit received by him hereunder subjectonly, where the Act requires, to proper disclosure to the members and theapproval of the Company in general meeting.

93. The Directors may exercise all the powers of the Company conferred by theAct in relation to any official seal for use outside Malaysia and in relation tobranch registers.

Appendix 1

Powers ofDirectors

Directors’borrowingpowers

Power tomaintainPension orFund

Power to useOfficial Seal

A N N U A L R E P O R T 2 0 0 1 106

Signing ofcheques etc.

Directors to acthonestly

Directors togive notice

Director mayhold otheroffice

Director mayact in hisprofessionalcapacity

94. The Directors may from time to time by power of attorney under the Sealappoint any corporation, firm or person or body of persons, whethernominated directly or indirectly by the Directors to be the attorney/attorneysof the Company for such purposes and with such powers, authorities anddiscretions (not exceeding those vested in or exercisable by the Directorsunder these Articles) and for such period and subject to such conditions asthey may think fit, and any such power of attorney may contain such provisionsfor the protection and convenience of persons dealing with any such attorneyas the Directors may think fit and may also authorise any such attorney todelegate all or any of the powers, authorities and discretion vested in him.

95. All cheques, promissory notes, drafts, bills of exchange and other negotiableinstruments and all receipts for money paid to the Company shall be signed,drawn, accepted, endorsed or otherwise executed, as the case may be, insuch manner as the Directors from time to time by resolution determine.

96. A Director shall at all times act honestly and use reasonable diligence in thedischarge of the duties of his office and shall not make use of any informationacquired by virtue of his position to gain directly or indirectly an improperadvantage for himself or for any other person or to cause detriment to theCompany.

97. Every Director shall give notice to the Company of such events and mattersrelating to himself as may be necessary or expedient to enable the Companyand its officers to comply with the requirements of the Act.

98. Subject always to sections 131 and 132E of the Act a Director may hold anyother office or place of profit under the Company (other than the office ofAuditors) in conjunction with his office of Director for such period and onsuch terms (as to remuneration and otherwise) as the Directors may determineand no Director or intending Director shall be disqualified by his office fromcontracting with the Company either with regard to his tenure of any suchother office or place of profit or as vendor, purchaser or otherwise nor shallany such contract, or any contract or arrangement entered into by or onbehalf of the Company in which any Director is in any way interested, beliable to avoid, nor shall any Director so contracting or being so interestedbe liable to account to the Company for any profit realised by any suchcontract or arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of his interestmust be disclosed by him at the meeting of the Directors at which the contractor arrangement is determined, if the interest then exists or in any other caseat the first meeting of the Directors after the acquisition of the interest.

99. Any Director may act by himself or by his firm in a professional capacity forthe Company, and he or his firm shall be entitled to remuneration forprofessional services as if he were not a Director, provided that nothing hereincontained shall authorise a Director or his firm to act as Auditors of theCompany.

Appendix 1

Appointmentof Attorneys


PROCEEDINGS OF DIRECTORS

100. The Directors may meet together for the despatch of business, adjourn andotherwise regulate their meetings as they think fit. Any Director may at anytime and the Secretary shall on the requisition of any of the Directors summona meeting of the Directors.

101. It shall not be necessary to give any Director or Alternate Director, who hasnot got an address in Malaysia, registered with the Company, notice of ameeting of the Directors. Unless otherwise determined by the Directors fromtime to time notice of all Directors’ meetings shall be given to all Directorsand their Alternate Directors who have a registered address in Malaysia.Except in the case of an emergency, where reasonable notice of everyDirectors’ meeting shall be given in writing and the notice of each Directors’meeting shall be served in the manner referred to in Articles 142 and 143and the said Articles 142 and 143 shall apply mutatis mutandis to the serviceof notice of Directors’ meetings on Directors as it applies to the service ofnotices on members of the Company.

102. The quorum necessary for the transaction of the business of the Directorsshall be two (2) and a meeting of Directors for the time being at which aquorum is present shall be competent to exercise all or any of the powers,authorities and discretions by or under these Articles vested in or exercisableby the Directors generally.

103. The Directors may elect a Chairman of their meetings and determine theperiod for which he is to hold office and unless otherwise determined theChairman shall be elected, or if at any meeting the Chairman is not presentwithin fifteen (15) minutes after the time of appointed for holding the meeting,the Directors present may choose one of their number to be Chairman of themeeting.

104. Subject to these Articles any question arising at any meeting of Directorsshall be decided by a majority of votes and a determination by a majority ofDirectors shall for all purposes be deemed a determination of the Directors.In case of an equality of votes the Chairman of the meeting shall have asecond or casting vote except where the quorum is made up of only two (2)Directors or where only two (2) Directors are competent to vote on thequestion at issue.

105. Every Director shall comply with the provisions of sections 131 and 135 ofthe Act in connection with the disclosure of his shareholding and interest inthe Company and his interest in any contract or proposed contract with theCompany and in connection with the disclosure, every director shall statethe fact and the nature, character and extent of any office or possession ofany property whereby whether directly or indirectly duties or interests mightbe created in conflict with his duty or interest as a Director of the Company.

106. A Director shall not vote in respect of any contract or proposed contract orarrangement in which he has directly or indirectly, an interest (and if he shalldo so his vote shall not be counted), nor shall he be counted for the purposeof any resolution regarding the same, in the quorum present at the meeting.

Appendix 1

Meeting ofDirectors

Notice ofDirectors’meeting

Quorum ofmeeting ofDirectors

Chairman ofDirectors

Chairman tohave castingvote

Disclosure ofinterest byDirectors

Restriction onvoting

A N N U A L R E P O R T 2 0 0 1 108

Power to vote

Directors maybecomedirectors ofothercorporation

107. A Director may vote in respect of:-

(a) any arrangement for giving the Director himself or any other Directorany security or indemnity in respect of money lent by him to or obligationsundertaken by him for the benefit of the Company; or

(b) any arrangement for the giving by the Company of any security to athird party in respect of a debt or obligation of the Company for whichthe Director himself or any other Director has assumed responsibility inwhole or in part under a guarantee or indemnity or by the deposit of asecurity.

108. A Director of the Company may be or become a Director or other Officer ofor otherwise be interested in any corporation promoted by the Company orin which the Company may be interested as shareholder or otherwise or anycorporation, which is directly or indirectly interested in the Company asshareholder or otherwise and no such Director shall be accountable to theCompany for any remuneration or other benefit received by him as a Directoror officer of, or from his interest in, such corporation unless the Companyotherwise directs at the time of his appointment.

ALTERNATE DIRECTOR

109. (a) Each Director may with the approval of the Board, appoint any personto act as his Alternate Director and at his discretion by way of a notice tothe Company, remove such Alternate Director from office. ProvidedAlways that any fee paid by the Company to an Alternate Director shallbe deducted from that Directors’ remuneration.

(b) An Alternate Director shall (except as regards power to appoint anAlternate Director and remuneration) be subject in all respects to theterms and conditions existing with reference to the other Directors, andshall be entitled to receive notices of all meetings of the Directors andto attend, speak and vote at any such meeting at which his appointor isnot present.

(c) Any appointment or removal of an Alternate Director may be made bycable, telegram, telefax, telex or in any other manner approved by theDirectors. Any cable or telegram shall be confirmed as soon as possibleby letter, but may be acted upon by the Company meanwhile.

(d) If a Director making any such appointment as aforesaid shall cease tobe a Director (otherwise than by reason of vacating his office at a meetingof the Company at which he is re-elected), the person appointed by himshall thereupon cease to have any power or authority to act as anAlternate Director.

(e) A Director shall not be liable for the acts and defaults of any AlternateDirector appointed by him.

(f) An Alternate Director shall not be taken into account in reckoning the

Appendix 1

AlternateDirector


minimum or maximum number of Directors allowed for the time beingbut he shall be counted for the purpose of reckoning whether a quorumis present at any meeting of the Directors attended by him at which he isentitled to vote.

MANAGING DIRECTORS

110. The Directors may from time to time appoint any one or more of their bodyto be Managing Director or Managing Directors and if the appointment is fora fixed term, that term shall not exceed three (3) years, and upon suchconditions as they think fit, and may vest in such Managing Director orManaging Directors the powers hereby vested in the Directors generally asthey may think fit, but subject thereto such Managing Director or ManagingDirectors shall be subject to the control of the Board of Directors.

111. The remuneration of a Managing Director or Managing Directors shall befixed by the Directors and may be by way of salary or commission orparticipation in profits or otherwise or by any or all of these mode but shallnot include a commission on or percentage of turnover.

112. A Managing Director or Managing Directors shall, while they continue tohold such offices, be subject to retirement by rotation, and they shall, subjectto provisions of any contract between them and the Company, be subject tothe same provisions as to resignation and removal as the other Directors ofthe Company and, if they cease to hold the office of Director for any cause,shall ipso facto and immediately cease to be a Managing Director or ManagingDirectors, as the case may be.

COMMITTEES OF DIRECTORS

113. The Directors may establish any committees or local boards or agenciescomprising one (1) or more persons for managing any of the affairs of theCompany, either in Malaysia or elsewhere, and may lay down, vary or annulsuch rules and regulations as they may think fit for the conduct of the businessthereof, and may appoint any person or persons to be the member ormembers of any such committees or local boards or agencies and may fixtheir remuneration and may delegate to any such committee or local boardor agency any of the powers, authorities and discretions vested in theDirectors, with power to sub-delegate, and may authorise the member ormembers of any such committee or local board or agency or any of them, tofill any vacancies therein, and to act notwithstanding vacancies, and any suchappointment of delegation may be made upon such terms and subject tosuch conditions as the Directors may think fit, and the Directors may removeany person or persons so appointed, and may annul or vary any suchdelegation, but no person or persons dealing in good faith and without noticeof any such annulment or variation shall be affected thereby. Where two (2)persons form a quorum, the Chairman of a meeting of any such committeeof local board or agency at which only such a quorum is present, or at whichonly two (2) persons are competent to vote in the question at issue, shall nothave a casting vote.

Appendix 1

ManagingDirector

Remunerationof ManagingDirector

Special positionof ManagingDirector

Power ofDirectorsto appoint

A N N U A L R E P O R T 2 0 0 1 110

Meeting ofCommittees

Chairman ofCommittees

114. Subject to any rules and regulations made pursuant to Article 113, acommittee may meet and adjourn as it thinks proper and questions arisingat any meeting shall be determined by a majority of votes of the memberspresent (if more than one (1)), and in the case of an equality of votes theChairman shall have a second of casting vote.

115. A committee may elect a Chairman of its meetings; if no such Chairman iselected, or if at any meeting the Chairman is not present within fifteen (15)minutes after the time appointed for holding the meeting, the memberspresent may choose one (1) of their number to be Chairman of the meeting.

VALIDATION OF ACTS OF DIRECTORS

116. All acts done by any meeting of the Directors or a committee of Directors orby any other person acting as a Director shall, notwithstanding that it isafterwards discovered that there was some defect in the appointment of anysuch director or person acting as aforesaid, or that they or any of them weredisqualified, be as valid if every such person has been duly appointed andwas qualified to be a Director.

CIRCULAR RESOLUTIONS

117. A resolution in writing signed by all the Directors present in Malaysia shall beas valid and effectual as if it had been passed at a meeting of the Directorsduly called and constituted; provided that where a Director has an alternate,then such resolution may also be signed by such alternate. All such resolutionsshall be described as "Directors Circular Resolution" and shall be forwardedor otherwise delivered to the Secretary without delay, and shall be recordedby him in the Company’s Minute Book. Any such resolution may consist ofseveral documents in the like form, each signed by one or more Directors.

AUTHENTICATION OF DOCUMENTS

118. Any Director or the Secretary or any person appointed by the Directors forthe purpose shall have power to authenticate any documents effecting theconstitution of the Company and any resolution passed by the Company orthe Directors and any books, records, documents and accounts relating tothe business of the Company, and to certify copies thereof or extractstherefrom as true copies or extracts; and, where any books, records,documents or accounts are kept elsewhere other than in the office, the localmanager or other officer of the Company having custody thereof shall bedeemed to be a person appointed by the Directors as aforesaid.

119. A document purporting to be a copy of a resolution of the Directors or anextract from the minutes of a meeting of the Directors which is certified assuch in accordance with the provisions of Article 118 shall be conclusiveevidence in favour of all persons dealing with the Company upon the faiththereof that such resolution has been duly passed or, as the case may be,that such extract is a true and accurate record of a duly constituted meetingof the Directors.

Appendix 1

Directors’ act tobe valid

Circularresolutions

Authenticationof documents

Conclusiveevidence ofresolutions andextract ofminutes ofmeetings


MINUTES AND REGISTER

120. The Directors shall cause minutes to be duly entered in books provided forthe purpose:-

(a) of all appointments of officers;

(b) of the names of all the Directors present at each meeting of the Directorsand of any Committee of Directors and of the Company in generalmeeting;

(c) of all resolutions and proceedings of general meetings and of meetingsof the Directors and Committees of Directors; and

(d) of all orders made by the Directors and any Committee of Directors.

Such minutes shall be signed by the Chairman of the meeting at which theproceedings were held or by the Chairman of the next succeeding meeting.

121. The Company shall in accordance with the provisions of the Act keep at theOffice of the Company a register containing such particulars with respect tothe Directors, managers and secretaries of the Company as are required bythe Act, and shall from time to time notify the Registrar of Companies of anychange of such register and of the date of change in manner prescribed bythe Act.

122. The books containing the minutes of proceedings of any general meetingshall be kept by the Company at the Office of the Company, and shall beopen to the inspection of any member without charge.

123. The Company shall also keep at the Office of the Company, registers whichshall be open to the inspection of any member without charge and to anyother person on payment for each inspection of a prescribed fee, all suchmatters required to be registered under the Act, and in particular:-

(a) a register of substantial shareholders and of information received inpursuance of the requirements under sections 69O(1) and 69O(4) of theAct; and

(b) a register of the particulars of each of the Directors’ shareholdings andinterest as required under section 134 of the Act.

SECRETARY

124. The Secretary or Secretaries shall in accordance with the Act be appointedby the Directors for such term, at such remuneration and upon such conditionsas they think fit, and the Directors may from time to time appoint a temporarysubstitute for the Secretary or Secretaries who shall be deemed to be theSecretary during the term of his appointment.

Appendix 1

Register ofDirectors,Managers andSecretaries

Minutes keptat registeredoffice

Registersto be kept

Minutes to beentered intoMinutes Book

Secretary

A N N U A L R E P O R T 2 0 0 1 112

SEAL

125. (a) The Directors shall provide for the safe custody of the Seal which shallonly be used pursuant to a resolution of the Directors, or a committeeof the Directors authorised to use the Seal. Every instrument to whichthe Seal shall be affixed shall be authographically signed by a Directorand either by a second Director or by the Secretary or by another personappointed by the Directors for the purpose, save and except that, in thecase of a certificate or other document of title in respect of any share,stock, loan stock, debenture as defined in the Act, or other marketablesecurity created or issued by the Company such certificate may be issuedunder the Share Seal of the Company pursuant to section 101 of the Actand the Directors may by resolution determine that such signatures maybe affixed by some mechanical means to be specified in such resolution.

(b) The Company may exercise the powers conferred by the Act with regardto having an official Seal for use abroad, and such powers shall be vestedin the Directors.

(c) The Company may also have a Share Seal pursuant to section 101 ofthe Act. The Share Seal is a duplicate or facsimile of the Common Sealof the Company with the addition on its face of the words "Share Seal"which is specifically used for sealing share certificates issued by theCompany.

ACCOUNTS

126. The Directors shall cause proper accounting and other records to be keptand shall distribute copies of balance sheets and other documents as requiredby the Act and shall from time to time determine whether and to what extentand at what times and places and under what conditions or regulations theaccounting and other records of the Company or any of them shall be opento the inspection of members not being Directors and no member (not beinga Director) shall have any right of inspecting any account or book or paper ofthe Company except as conferred by statute or authorised by the Directorsor by the Company in general meeting. Subject always to section 167(4) ofthe Act the books of accounts or records of operations shall be kept at theOffice of the Company or at such other place as the Directors think fit andshall always be opened to inspection by the Directors.

127. The Directors shall from time to time in accordance with section 169 of theAct cause to be prepared and laid before the Company in general meetingsuch profit and loss accounts, balance sheets or financial statements andreports as are referred to in the section. The interval between the close of afinancial year of the Company and the issue of annual audited accounts, theDirectors’ and auditors reports shall not exceed four (4) months. A copy ofeach such document shall, not less than twenty one (21) days before thedate of the meeting, be sent to every member of and to every holder ofdebentures of the Company under the provision of the Act or of thesepresents. The requisite number of copies of each such document as may berequired by the Exchange and/or other stock exchange, if any, upon which

Appendix 1

Authority foruse of Seal

Books ofaccount opento inspectionby Directors

To whomcopiesof profit andloss accountsetc. maybe sent


the Company may be listed shall at the same time be likewise sent to theExchange and/or such other stock exchange. Provided that this Article shallnot require a copy of these documents to be sent to any person of whoseaddress the Company is not aware but any member to whom a copy of thesedocuments has not been sent shall be entitled to receive a copy free ofcharge on application at the Office of the Company.

AUDIT

128. Auditors shall be appointed in accordance with sections 8 and 9 of theAct and their duties regulated in accordance with sections 172 to 175 of theAct.

DIVIDENDS AND RESERVES

129. The Company in general meeting may declare dividends, but no dividendshall exceed the amount recommended by the Directors.

130. The Directors may if they think fit from time to time pay to the members suchinterim dividends as appear to the Directors to be justified by the profits ofthe Company. If at any time the share capital of the Company is divided intodifferent classes the Directors may pay such interim dividends in respect ofthose shares in the capital of the Company which confer on the holders thereofdeferred or non-preferential rights as well as in respect of those shares whichconfer on the holders thereof preferential rights with regard to dividend andprovided that the Directors act bona fide they shall incur any responsibility tothe holders of shares conferring any preferential rights with regard to dividendby the payment of an interim dividend on any shares having deferred or non-preferential rights. The Directors may also pay half-yearly or at other suitableintervals to be settled by them any dividend which may be payable at a fixedrate if they are of the opinion that the profits justify the payment.

131. No dividend shall be paid other than out of profits nor shall bear interestagainst the Company.

132. The Directors may, before recommending any dividend, set aside out of theprofits of the Company such sums as they think proper as reserves whichshall, at the discretion of the Directors, be applicable for any purpose towhich the profits of the Company may be properly applied, and pending anysuch application may, at the like discretion, either be employed in the businessof the Company or be invested in such investments (other than shares in theCompany) as the Directors may from time to time think fit. The Directors mayalso without placing the same to reserve carry forward any profits which theymay think prudent not to divide.

133. Subject to the rights of persons, if any, entitled to shares with special rightsas to dividend, all dividends shall be declared and paid according to theamounts paid or credited as paid on the shares in respect whereof the dividendis paid, but no amount paid or credited as paid on a share in advance of callshall be treated for the purposes of this Article as paid on the share. All

Appendix 1

Appointmentand duties ofauditors

Declaration ofdividends

Application ofprofits

Dividend paidout of profits

Directors mayform reservefund and invest

Payment ofdividends

A N N U A L R E P O R T 2 0 0 1 114

dividends shall be apportioned and paid proportionately to the amountspaid or credited as paid on the shares during any portion or portions of theperiod in respect of which the dividend is paid; but if any share is issued onterms providing that it shall rank for dividend as from a particular date thatshare shall rank for dividend accordingly.

134. The Directors may deduct from any dividend payable to any member allsums of money, if any, presently payable by him to the Company on accountof calls or otherwise in relation to the shares of the Company.

135. The Directors may retain the dividends payable upon shares in respect ofwhich any person is under the provision as to the transmission of shareshereinbefore contained entitled to become a member, or which any personis under those provisions entitled to transfer, until such person shall becomea member in respect of such shares or shall transfer the same.

136. All dividends unclaimed for one (1) year, subject to the Unclaimed MoniesAct, 1965 after having been declared may be invested or otherwise madeuse of by the Directors for the benefit of the Company until claimed or paidpursuant to the Unclaimed Monies Act, 1965.

137. Any general meeting declaring a dividend or bonus may direct payment ofsuch dividend or bonus wholly or partly by the distribution of specific assetsand in particular of paid-up shares, debentures or debenture stocks of anyother company or in any one or more of such ways and the Directors shallgive effect to such resolution, and where any difficulty arises in regard tosuch distribution, the Directors may settle the same as they think expedient,and fix the value for distribution of such specific assets or any part thereofand may determine that cash payments shall be made to any members uponthe footing of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to theDirectors.

138. Any dividend, interest or other money payable in cash in respect of sharesmay be paid by cheque or warrant sent through the post directed to theregistered address of the holder or to such person and to such address asthe holder may in writing direct. Every such cheque or warrant shall be madepayable to the order of the person to whom it is sent, and the payment ofany such cheque or warrant shall operate as a good discharge to the Companyin respect of the dividend represented thereby, notwithstanding that it maysubsequently appear that the same has been stolen or that the endorsementthereon has been forged. Every such cheque or warrant shall be sent at therisk of the person entitled to the money thereby represented.

CAPITALISATION OF PROFITS

139. The Company in general meeting may upon the recommendation of theDirectors resolve that it is desirable to capitalise any part of the amount forthe time being standing to the credit of any of the Company’s reserve accountsor to the credit of the profit and loss account or otherwise available fordistribution, and accordingly that such sum be set free for distribution amongst

Appendix 1

Deduction ofdividends

Dividends duemay beretained untilregistration

Unclaimeddividends maybe invested

Distribution ofspecific assets

Payment bycheque

Bonus issue


the members who would have been entitled thereto if distributed by way ofdividend and in the same proportions on condition that the same be notpaid in cash but be applied either in or towards paying up any amounts forthe time being unpaid on any shares held by such members respectively orpaying up in full unissued shares or debentures of the Company to be allotted,distributed and credited as fully paid up to and amongst such members inthe proportion aforesaid, or partly in the one way and partly in the other, andthe Directors shall give effect to such resolution. A share premium accountand a capital redemption reserve may, for the purpose of this Article, beapplied only in the paying up of unissued shares to be issued to members ofthe Company as fully paid bonus shares.

140. Whenever such a resolution as aforesaid in Article 139 shall have been passedthe Directors shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby, and all allotments and issues offully paid shares or debentures, if any, and generally shall do all acts andthings required to give effect thereto, with full power to the Directors tomake such provision by the issue of fractional certificates or by payment incash in discharging debentures of the Company or otherwise as they think fitfor the case of shares or debentures becoming distributable in fractions, andalso to authorise any person to enter on behalf of all the members entitledthereto into an agreement with the Company providing for the allotment tothem respectively, credited as fully paid up, of any further shares or debenturesto which they may be entitled upon such capitalisation, or (as the case mayrequire) for the payment up by the Company on their behalf, by the applicationthereto of their respective proportions of the profits of the amounts remainingunpaid on their existing shares, and any agreement made under such authorityshall be effective and binding on all such members.

LANGUAGE

141. Where any accounts, minute books or other records required to be kept bythe Act are not kept in Bahasa Malaysia or the English language, the Directorsshall cause a true translation of such accounts, minute books and other recordsto be made from time to time at intervals of not more than seven (7) days andshall cause such translation to be kept with the original accounts, minutebooks and other records for so long as the original accounts, minute booksand other records are required by the Act to be kept.

NOTICES

142. A notice may be given by the Company to any member either personally orby sending it by post to him in a prepaid letter addressed to him at hisregistered address in Malaysia as appearing in the Register of Members orthe Record of Depositors or (if he has no registered address within Malaysia)to the address, if any, within Malaysia supplied by him to the Company forthe giving of notices to him.

143. Any notice or other document if served by post shall be deemed to be servedin the case of the member having an address for service in Peninsular Malaysia

Appendix 1

Power ofapplications ofundividedprofits

Translation

Service ofnotices

When serviceeffected

A N N U A L R E P O R T 2 0 0 1 116

two (2) days following that on which a properly stamped letter containingthe same is posted in Peninsular Malaysia and in the case of a member havingan address for service in East Malaysia seven (7) days following that on whichthe letter suitably stamped at airmail rates containing the same is postedwithin Peninsular Malaysia. In proving service by post it shall be sufficient toprove that the letter containing the notice or document was properlyaddressed and stamped and put into a Government post office letter box orby a letter from the Company Secretary certifying that the notice or documenthas been posted.

144. A notice may be given by the Company to the persons entitled to a share inconsequence of the death or bankruptcy of a member by sending it throughrepresentatives of the deceased, or assignee of the bankrupt, or by any likedescription, at the address, if any, within Malaysia supplied for the purposeby the persons claiming to be so entitled, or (until such an address has beenso supplied) by giving the notice in any manner in which the same mighthave been served if the death or bankruptcy had not occurred. Every person,who by operation of law, transfer, transmission or other means whatsoevershall become entitled to any share, shall be bound by every notice in respectof such share, which, previously to his name and address being entered inthe Register of Members or the Record of Depositors as the registered holderof such share, shall have been duly given to the person from whom he derivesthe title to such share.

145. (a) Notice of every general meeting shall be given in any mannerhereinbefore to:-

(i) every member with a registered address in Malaysia or an addressfor service of notices in Malaysia;

(ii) every person entitled to a share in consequence of the death orbankruptcy of a member who, but for his death or bankruptcy, wouldbe entitled to receive notice of the meeting;

(iii) the Auditor for the time being of the Company; and

(iv) the Exchange and other stock exchange, if any, on which theCompany is listed.

(b) No other person shall be entitled to receive notices of general meeting.

WINDING UP

146. If the Company is wound up the liquidator may, with the sanction of a specialresolution of the Company, divide amongst the members in kind the wholeor any part of the assets of the Company (whether they consist the propertyof the same kind or not) and may for that purpose set each value as hedeems fair upon any property to be divided as aforesaid and may determinehow the division shall be carried out as between the members of differentclasses of members. The liquidator may, with the like sanction, vest the wholeor any part of any such assets in trustees upon such trusts for the benefit of

Appendix 1

Notice in caseof death orbankruptcy

Who mayreceive notice

Distribution ofassets in specie


the contributories as the liquidator, with the like sanction, think fit, but sothat no member shall be compelled to accept any shares or other securitieswhereon there is any liability.

147. Save that this Article shall be without prejudice to the rights of holders ofshares issued upon special terms and conditions the following provisionsshall apply:-

(a) If the Company shall be wound up and the assets available for distributionamong the members as such shall be insufficient to repay the whole ofthe paid-up capital such assets shall be distributed so that as nearly asmay be the losses shall be borne by the members in a proportion to thecapital paid-up, or which ought to have been paid up at thecommencement of the winding-up, on the shares held by themrespectively; and

(b) If in the winding-up the assets available for distribution among themembers shall be more than sufficient to repay the whole of the capitalpaid up at the commencement of the winding-up, the excess shall bedistributed among the members in proportion to the capital paid up, atthe commencement of the winding-up, on the shares held by themrespectively.

148. On the voluntary liquidation of the Company, no commission or fee shall bepaid to the liquidator unless it shall have been approved by members. Theamount of such payment shall be notified to all members at least seven (7)days prior to the meeting at which the commission or fee is to be considered.

SECRECY CLAUSE

149. Save as may be provided by the Act, no member shall be entitled to enterinto or upon or inspect any premises or property of the Company nor torequire discovery of any information respecting any detail of the Company’strading, manufacturing or any matter which is or may be in the nature of atrade secret or secret process which may relate to the conduct of the businessof the Company and which in the opinion of the Directors, it would beinexpedient in the interest of the members of the Company to communicateto the public.

INDEMNITY

150. Every Director, Managing Director, Agent, Auditors, Secretary and otherofficer for the time being of the Company shall be indemnified out of theassets of the Company against any liability incurred or sustained by him in orabout the execution of his duties of his office or otherwise in relation thereto,including defending any proceedings, whether civil or criminal, in whichjudgment is given in his favour or in which he is acquitted or in connectionwith any application under the Act in which relief is granted to him by Courtin respect of any negligence, default, breach of duty or breach of trust.

Appendix 1

Manner ofDistribution

Voluntaryliquidation

Discovery ofCompany’sconfidentialinformation

Indemnityfor Companyofficer

A N N U A L R E P O R T 2 0 0 1 118

ALTERATION OF ARTICLES

151. The Company shall not delete, amend or add to any of its existing Articles ofAssociation which have been previously approved by the Exchange, unlessprior written approval has been sought and obtained from the Exchange forsuch deletion, amendment or addition.

EFFECT OF LISTING REQUIREMENTS

152. (a) Notwithstanding anything contained in these Articles, if the ListingRequirements prohibit an act being done, that act shall not be done.

(b) Nothing contained in these Articles shall prevent an act being donethat the Listing Requirements require to be done.

(c) If the Listing Requirements require an act to be done or not to be done,authority is given for that act to be done or not to be done (as the casemay be).

(d) If the Listing Requirements require these Articles to contain a provisionand they do not contain such a provision, these Articles shall be deemedto contain that provision.

(e) If the Listing Requirements require these Articles not to contain aprovision and they contain such a provision, these Articles shall bedeemed not to contain that provision.

(f) If any provision of these Articles is or becomes inconsistent with theListing Requirements, these Articles shall be deemed not to containthat provision to the extent of the inconsistency.

COMPLIANCE WITH STATUTES REGULATIONS AND RULES

153. The Company shall comply with the provisions of the relevant governingstatutes, regulations and rules as amended, modified or varied from time totime or any other directive or requirement imposed by the Exchange, theCentral Depository and other appropriate authorities, to the extent requiredby law, notwithstanding any provision in these Articles to the contrary.

Appendix 1

Alteration ofArticles

Effect of ListingRequirements

Compliancewith StatutesRegulations andRules


This page is left blank intentionally

SIAH BROTHERS CORPORATION BERHADCompany No: 199310-P

(Incorporated in Malaysia)

I/We, ______________________________________________________________________________________________________________________ of _____________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________________________________________________________

being a member/members of the abovenamed Company do hereby appoint ____________________________________________

_____________________________________________________________ of ___________________________________________________________________________________________________________________________________________________

_____________________________________________________________________or failing whom, _____________________________________________________________________________________________________________

of ___________________________________________________________________________________________________________________________________________________________________________________________________________________

as my/our proxy to vote for me/us and on my/our behalf at the Eleventh Annual General Meetingof the Company to be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74 Jalan Pahang,53000 Kuala Lumpur on Thursday, 27 September, 2001 at 10.30 a.m. and at any adjournmentthereof in the manner indicated below :-

No. Resolution For Against

1. Adoption of Reports and Audited Financial Statements2. Declaration of a First and Final Dividend

3. Payment of Directors’ fees

4. Re-appointment of Director: YBhg. Dato’ Lim Phaik Gan

5. Re-election of Director: Mr. Sia Teong Heng

6. Re-election of Director: Mr. Sia Kwee Mow @Sia Hok Chai

7. Re-appointment of Auditors

8. Authority to Directors to allot and issue shares9. Adoption of new Articles of Association

(Please indicate with an “X” in the appropriate box against each resolution how you wish yourproxy to vote. If no instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion).

Dated this __________________________________________ day of ________________________________, 2001

__________________________________________________________________________

Signature of Member(s)

NOTES:A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote insteadof him.

To be valid, this form duly completed must be deposited at the Registered Office of the Company not lessthan forty-eight (48) hours before the time for holding the meeting. Where a member appoints more than one(1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be representedby each proxy.

If the appointor is a corporation, this form must be executed under its common seal or under the hand of theattorney.

Number ofShares held

PROXY FORM

Fold this flap for sealing

First fold here

STAMP

The Company SecretariesSIAH BROTHERS CORPORATION BERHADWisma Siah Brothers,74A, Jalan Pahang,53000 Kuala Lumpur.

Then fold here

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SBC Corporation Berhad: Annual Report 2001

Investor Relations