SBC Corporation Berhad: Annual Report 2002 2000kb

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Information about SBC Corporation Berhad: Annual Report 2002 2000kb

Published on July 10, 2009

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ReporT Annual SIAH BROTHERS CORPORATION BERHAD 2002 199310-P SIAH BROTHERS CORPORATION BERHAD 199310-P 2002 Annual Report

ontent SIAH BROTHERS CORPORATION BERHAD Contents 2 Notice Of Annual General Meeting 5 Corporate Information 42 Directors' Report 6 Directors’ Profile 48 Statement By Directors 13 Corporate Structure 48 Statutory Declaration 14 Group Financial Highlights 49 Report Of The Auditors 15 Statement Of Directors’ Responsibilities In Respect Of The Preparation Of The Financial Statements 50 Balance Sheets 17 Executive Chairman’s Statement 51 Income Statements 23 Penyata Pengerusi Eksekutif 52 Statements Of Changes In Equity 29 Statement Of Corporate Governance 53 Cash Flow Statements 35 Statement On Internal Control 55 Notes To The Financial Statements 36 Audit Committee Report 86 Group Properties 88 Shareholders' Information 91 TSR Holders' Information Proxy Form

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of Siah Brothers Corporation Berhad will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 26 September, 2002 at 10.30 a.m. to transact the following business:- AGENDA 1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the (Resolution 1) year ended 31 March, 2002 together with the Auditors’ Report thereon. 2. To approve the payment of Directors’ fees. (Resolution 2) 3. To re-appoint YBhg. Dato’ Lim Phaik Gan as a Director pursuant to Section 129(6) of the (Resolution 3) Companies Act, 1965. 4. To re-elect the following Directors retiring by rotation pursuant to Article 77 of the Articles of Association of the Company - (a) Mr. Mun Chong Shing @ Mun Chong Tian (Resolution 4) (b) YBhg. Datuk Sim Peng Choon (Resolution 5) 5. To re-elect Mr. Vincent Koh Kok Kee as a Director retiring pursuant to Article 84 of the (Resolution 6) Articles of Association of the Company. 6. To re-appoint Messrs Horwath Mok & Poon as Auditors of the Company and to authorise (Resolution 7) the Directors to fix their remuneration. 7. As Special Business, to consider and, if thought fit, to pass the following Ordinary Resolution :- (Resolution 8) AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES "THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approval from the Kuala Lumpur Stock Exchange and other governmental/regulatory bodies, where such approval shall be necessary, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company, at any time and upon such terms and conditions and for such purposes as they may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per cent (10%) of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. " 8. To consider any other business for which due notice shall have been given. By Order of the Board CHONG FOOK SIN KAN CHEE JING Company Secretaries Kuala Lumpur 3 September, 2002 2 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 3 NOTICE OF ANNUAL GENERAL MEETING (Cont’d) NOTES :- 1) Proxy - A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the meeting. If the appointor is a corporation, this form must be executed under its common seal or under the hand of its attorney. 2) Resolution 8 - The Company is actively pursuing business opportunities in prospective areas so as to broaden the operating base and earnings potential of the Company. Such expansion plans may require the issue of new shares not exceeding 10 per cent (10%) of the Company’s issued share capital.With the passing of the resolution by the shareholders of the Company at the forthcoming Annual General Meeting, the Directors would avoid delay and cost of convening further general meetings to approve the issue of shares for such purposes. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING PURSUANT TO PARAGRAPH 8.28 (2) OF THE LISTING REQUIREMENTS OF KUALA LUMPUR STOCK EXCHANGE (1) The following are the Directors standing for re-appointment and re-election at the Twelfth Annual General Meeting:- (a) Re-appointment of YBhg. Dato’ Lim Phaik Gan as a Director pursuant to Section 129(6) of the Companies Act, 1965. (b) Re-election of the following Directors pursuant to Article 77 of the Articles of Association of the Company - (i) Mr. Mun Chong Shing @ Mun Chong Tian (ii) YBhg. Datuk Sim Peng Choon (c) Re-election of Mr. Vincent Koh Kok Kee as a Director pursuant to Article 84 of the Articles of Association of the Company.

NOTICE OF ANNUAL GENERAL MEETING (Cont’d) (2) Attendance of Directors at Board Meetings held during the financial year ended 31 March, 2002 are as follows:- Percentage Name of Directors Attendance at of Attendance Meetings (%) Sia Kwee Mow @ Sia Hok Chai 5/5 100 Sia Teong Heng 5/5 100 Mun Chong Shing @ Mun Chong Tian 3/5 60 Dato’ Lim Phaik Gan 4/5 80 Datuk Dr. Norraesah Bt. Haji Mohamad 3/5 60 Datuk Sim Peng Choon 5/5 100 Abdul Rahman Bin A. Shukor 4/5 80 (Alternate to Datuk Sim Peng Choon) Vincent Koh Kok Kee (Appointed: 8.10.2001) 2/2 100 Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus 2/3 66.67 (Retired: 27.9.2001, appointed: 30.4.2002, resigned: 14.8.2002) (3) The Twelfth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 26 September, 2002 at 10.30 a.m. (4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above at the Twelfth Annual General Meeting are set out in pages 6 to 12 of this Annual Report. 4 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 5 CORPORATE INFORMATION AS AT 12 TH AUGUST, 2002 BOARD OF DIRECTORS Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Executive Chairman Sia Teong Heng Dato’ Lim Phaik Gan B.Sc. (Eng), M.Sc. DPMP, DMPN, M.A.(Law), FCI, ARB Managing Director Independent Non-Executive Director Mun Chong Shing @ Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Mun Chong Tian Muhammad Yunus Non-Executive Director PSM, DIMP, JMN, PJK, B.Sc., P. Eng, FAS Independent Non-Executive Director Datuk Sim Peng Choon Datuk Dr. Norraesah Bt. Haji Mohamad PJN DSPN, PhD., B.Sc. (Econ) Non-Executive Director Independent Non-Executive Director Abdul Rahman Bin A. Shukor Vincent Koh Kok Kee B.Sc (Civil & Environmental Eng.), Executive MBA Independent Non-Executive Director Non-Executive Director (Alternate to Datuk Sim Peng Choon) AUDIT COMMITTEE REGISTERED OFFICE PRINCIPAL BANKERS Datuk Dr. Norraesah Bt. Wisma Siah Brothers Affin Merchant Bank Berhad CORPO- Haji Mohamad 74A Jalan Pahang Alliance Bank Malaysia Berhad DSPN, PhD., B.Sc. (Econ) 53000 Kuala Lumpur Aseambankers Malaysia Berhad Chairperson & Independent Tel : 03-40418118 Bangkok Bank Berhad Non-Executive Director Fax : 03-40435281 Bumiputra Commerce Bank Berhad Commerce International Merchant Tan Sri Dato’ Ir. Muhammad AUDITORS Bankers Berhad Yusuff Bin Haji Muhammad Horwath Mok & Poon RHB Bank Berhad Yunus Public Accountants United Overseas Bank PSM, DIMP, JMN, PJK, B.Sc., P. Eng, Level 16 Tower C (Malaysia) Berhad FAS Megan Phileo Avenue Utama Merchant Bank Berhad Independent Non-Executive 12 Jalan Yap Kwan Seng RATE Director 50450 Kuala Lumpur REGISTRARS Vincent Koh Kok Kee Tacs Corporate Services Sdn. Independent Non-Executive SOLICITORS Bhd. Director Unit No. 203, 2nd Floor Cheang & Ariff Datuk Sim Peng Choon 39 Court Block C, Damansara Intan PJN 39, Jalan Yap Kwan Seng No. 1, Jalan SS 20/27 Non-Executive Director 50450 Kuala Lumpur 47400 Petaling Jaya Tel : 03-71182688 COMPANY SECRETARIES Lim & Yeoh Fax : 03-71182693 145-M Jalan Maharajalela Chong Fook Sin 50150 Kuala Lumpur STOCK EXCHANGE LISTING ATII, MCCS, AFA The Main Board of Kuala Lumpur Kan Chee Jing Stock Exchange ACIS

DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 TAN SRI DATO’ IR. MUHAMMAD YUSUFF BIN HAJI MUHAMMAD YUNUS Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji Muhammad Yunus, a Malaysian, aged 74, the Independent Non-Executive Chairman of Siah Brothers Corporation Berhad ("SBC"), was appointed to the Board of Directors of SBC on 5th February, 1991. On 27th September, 2001, he retired as a Director of SBC at the Eleventh Annual General Meeting due to personal reasons and was appointed again as an Independent Non-Executive Director of SBC on 30th April, 2002. He is also a member of the Audit Committee of SBC. He graduated with a Bachelor of Science Degree majoring in Civil Engineering from the University 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 his retirement in 1983, holding the last position as the Director-General of JKR. 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 two of the three Board Meetings held during the last financial year before his retirement from the Board of SBC. SIA KWEE MOW @ SIA HOK CHAI Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 69, is the Managing Director of Siah Brothers Corporation Berhad ("SBC"). He has been a Director of SBC since its incorporation on 14th June, 1990. He has over 48 years of experience in building and civil engineering contracting and not less than 30 years of experience in plastic engineering since the incorporation of Paling Industries Sdn. Bhd. in 1971. He was actively involved in Master Builders Association Malaysia ("MBAM") and had served in various capacities including the post of President (1988 to 1994). He was elected as the 29th President (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 the World 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 the building construction industry, he was awarded or conferred the following : q Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001 q Honorary Life President by MBAM in 2001 q Fellowship of the Faculty of Building, United Kingdom in 1981 q Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in 1979 q Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in 1982 He was also a previous President of both the Selangor Builders Association and Selangor Chinese Plumbing and Sanitary Association. He also sits on the board of several private limited companies in Malaysia, including several subsidiaries of SBC. 6 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 7 DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) His holdings in the securities of SBC are as follows – Direct Interest Indirect Interest Ordinary shares 1,480,800(a) 19,498,523(b) Transferable Subscription Rights ("TSR") 3,078,500 1,746,780(c) Employees’ Shares Option Scheme 450,000 - (a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd. (b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd. (5,181,023 shares). (c) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence Sdn. Bhd. (50,200 TSR). By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent of SBC’s interest in accordance with Section 6A of the Companies Act, 1965. 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 Note 38 to the financial statements. He has not been convicted of any offence within the past 10 years. He attended all the five Board Meetings held during the last financial year. SIA TEONG HENG Sia Teong Heng, a Malaysian, aged 39, was appointed as an Executive Director of Siah Brothers Corporation Berhad ("SBC") on 5th February, 1991. On 27th November, 2001, he resigned as a member of the Audit Committee of SBC. He graduated in 1985 with a degree in Bachelor of Science in Civil Engineering from Loughborough University, United Kingdom ("UK") and a Master degree in Management Science from Imperial College, University of London, UK in 1986. His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. He joined SBC in 1991. Presently, he also sits on the boards of several subsidiaries of SBC. His holdings in the securities of SBC are as follows - Direct Interest Indirect Interest Ordinary shares 1,698,812(a) 19,498,523(b) Transferable Subscription Rights ("TSR") - 1,746,780(c) Employees’ Shares Option Scheme 350,000 - (a) 91,000 shares are held in bare trust by TASEC Nominees (Tempatan) Sdn. Bhd. -TA First Credit Sdn. Bhd. (b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd. (5,181,023 shares). (c) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence Sdn. Bhd. (50,200 TSR).

DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent of SBC’s interest in accordance with Section 6A of the Companies Act, 1965. He is a son of Sia Kwee Mow @ Sia Hok Chai, the Managing Director and a major shareholder of SBC. He does not have any conflict of interest with SBC except for those transactions disclosed in Note 38 to the financial statements. He has not been convicted of any offence within the past 10 years. He attended all the five Board Meetings held during the last financial year. MUN CHONG SHING @ MUN CHONG TIAN Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 65, was appointed as an Executive Director of Siah Brothers Corporation Berhad ("SBC") on 1st April, 1996 when he was employed as General Manager of Paling Industries Sdn. Bhd. ("Paling") from 1987 and appointed as a Director in 1991 and remained in both positions until his retirement on 31st December, 2001. On 31st December, 2001, he was redesignated as a Non-Executive Director of SBC. He has received training in Sales Management conducted by the National Productive Centre and the Malaysian Institute of Management and a General Management Programme at the National Productivity Board, Singapore. Prior to his involvement with Paling, he was employed as General Manager in Hume Industries (M) Bhd. where he has had extensive exposure to industrial engineering and management. His holdings in the securities of SBC are as follows - Direct Interest Indirect Interest Ordinary shares 21,782 - Transferable Subscription Rights 12,500 - He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries. He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both are Directors and major shareholders 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 three of the five Board Meetings held during the last financial year. 8 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 9 DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) DATO' LIM PHAIK GAN Dato' Lim Phaik Gan, a Malaysian, aged 82, was appointed as an Independent Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 5th February, 1991. She is an advocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtained a Master of Arts degree in Law from the University of Cambridge, United Kingdom and was in active 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, she was a member of the National Economic Consultative Council established when Parliament was suspended as a result of riots in 1969. From 1971 to 1980, she served as the Deputy Permanent Representative of Malaysia to the United Nations and as the Malaysian Ambassador to Yugoslavia,Austria, Belgium and the European Economic Community. She was Malaysia's Permanent Representative to the United Nations Industrial and Development Organisation and International Atomic 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 in various government bodies and advisory panels. She is currently a member of the Board of the Institute of Strategic and International Studies. She was the Director of the Kuala Lumpur Regional Centre for Arbitration, an international organisation involved in the conduct and administration of international commercial arbitration for the settlement of disputes arising out of international commercial contracts and joint ventures from 1982 to 2000. Her holdings in the securities of SBC are as follows - Direct Interest Indirect Interest Ordinary shares 5,000 - She does not hold any securities, direct or indirect, in any of SBC’s 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 four of the five Board Meetings held during the last financial year. DATUK DR. NORRAESAH BT. HAJI MOHAMAD Datuk Dr. Norraesah Bt. Haji Mohamad, a Malaysian, aged 54, was appointed as an Independent Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 8th July, 1991. She is also the Chairperson 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 29 years of working experience in banking, consultancy and international trade and commerce. 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 later transferred to the Finance Division of the Ministry of Finance holding the post of Principal Assistant Secretary dealing with privatisation and debt management.

DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) 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 advisory services. From 1991 to 1998 she was appointed as the Chief Representative of Credit Lyonnais Bank in Malaysia. She is currently the Group Chairman of MIDAS Group of Engineering Colleges and also sits on the board of KESM Industries Berhad, a company listed on the Second Board of the Kuala Lumpur Stock Exchange and several private limited companies. She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13th July, 2002 by Tuan Yang Terutama Yang di- Pertua Negeri Pulau Pinang on His Excellency’s 64th Birthday. Her holdings in the securities of SBC are as follows - Direct Interest Indirect Interest Transferable Subscription Rights 4,000 - She does not hold any securities, direct or indirect, in any of SBC’s 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 three of the five Board Meetings held during the last financial year. DATUK SIM PENG CHOON Datuk Sim Peng Choon, a Malaysian, aged 70, was appointed as a Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 14th May, 1993. He is also a member of the Audit Committee of SBC. He graduated with a Senior Cambridge Certificate from the Anglo Chinese School in Ipoh, Perak Darul Ridzuan in 1951. He started his career in 1951 with Barlow & Co. Ltd., Kuala Lumpur, an agent for consumer goods as their representative. In 1953 to 1956, he joined Allen & Hansbury Ltd., a manufacturer of vitamin products, antibiotics and surgical instruments as a Medical Representative for Singapore. From 1957 to 1963, he was a Director and Manager of H Rogers & Co. Ltd., Kuala Lumpur. In 1964, he established Polychem (M) Sdn. Bhd. He is also currently the Chairman of N.P. King (HK) Ltd., Hong Kong and N.P. King Pte. Ltd., Singapore, both act as agents for manufacturers of hardware and industrial products. He is also active in several social organisations, acting as the Vice-Chairman of Kwan Inn Teng Foundation 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 sits on the Board of Cabot Malaysia Sdn. Bhd. and SKF Bearing Industries Malaysia Sdn. Bhd. 10 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 11 DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) 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. His holdings in the securities of SBC are as follows - Direct Interest Indirect Interest Ordinary shares 10,869 - He does not hold any securities, direct or indirect, in any of SBC’s 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 five Board Meetings held during the last financial year. VINCENT KOH KOK KEE Vincent Koh Kok Kee, a Malaysian, aged 42, was appointed as an Independent Non-Executive Director of Siah Brothers Corporation Berhad ("SBC") on 8th October, 2001. He is also a member of the Audit Committee of SBC. He is an accountant by training and a member of Malaysian Institute of Certified Public Accountants. He has about 20 years of experience in auditing and management consulting, including 13 years of service at two of the accounting profession’s "Big Five" firms. Starting off in auditing, he spent 10 years performing and supervising the audits of clients in a wide range of industries before moving into management consulting. He was then involved in numerous assignments covering financial and business planning and review, corporate restructuring, systems design and implementation, computerisation and corporatisation and privatisation. Since September 1995, he has been a freelance consultant, undertaking assignments in the same fields of experience as well as branching out into customer service strategy and implementation, organisational restructuring and human resource management. 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 two Board meetings held during the last financial year since his appointment to the Board of SBC.

DIRECTORS’ PROFILE AS AT 31 ST JULY, 2002 (Cont’d) ABDUL RAHMAN BIN A. SHUKOR Abdul Rahman Bin A. Shukor, a Malaysian, aged 40, was appointed to the Board of Directors of Siah Brothers Corporation Berhad ("SBC") as a Non-Executive Director alternate to Datuk Sim Peng Choon on 5th February, 2001. He graduated in 1985 with a degree in Bachelor of Science in Civil & 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 joined the Department of Environment ("DOE") as an Environmental Controller in 1986. Before he left the DOE, he was involved in the Planning Department, specifically on the aspect of Environmental Impact Assessment. In 1992, he joined PNB Equity Resource Corporation Sdn. Bhd., a wholly owned subsidiary company of PNB, as an Assistant Manager in its Venture Capital Business. In 1997, he went to the United States to pursue the Executive Master of Business Administration program from the University of New Haven at Connecticut. At the same time, he has also sat and passed the First and Second of the three levels Examination of the Chartered Financial Analysis ("CFA") Program organised by the Association of Investment Management and Research ("AIMR"), USA. The CFA Program is a distinguished professional chartership for the financial & investment communities in the USA, and have 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 Services Department of Permodalan Nasional Berhad ("PNB"). Presently, he sits on the Board of GKN Driveshafts (Malaysia) Sdn. Bhd., representing PNB. 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 four of the five Board meetings held during the last financial year. 12 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 13 CORPORATE STRUCTURE AS AT 12 TH AUGUST, 2002 CORPO- 100% Lifeplus - Siah Brothers Trading JV Sdn. Bhd. 100% Syarikat Siah Brothers 33.3% Sri Berjaya Development Sdn Bhd Trading Sdn Bhd 22.2% Sri Rawang Properties Sdn Bhd 100% Syarikat Siah Brothers RATE Construction Sdn Bhd 100% Seri Ampangan Really Sdn Bhd 100% Siah Brothers Enterprise Sdn Bhd 100% Sinaran Naga Sdn Bhd 100% Siah Brothers Land 100% Siah Brothers Develoment Sdn Bhd Sdn Bhd 100% Tiara Development Sdn Bhd 100% Siah Brothers Project 100% SBC Homes Sdn Bhd Management Sdn Bhd STRUCTURE 100% Winsome Ventures Sdn Bhd 100% Mixwell (Malaysia) Sdn Bhd 50% Ligamas Sdn Bhd 100% Gracemart Resources Sdn Bhd SIAH BROTHERS 100% South-East Best Sdn Bhd 100% Sutrati Development Sdn Bhd CORPO- CORPORATION BERHAD 50% Sam & Lau Plantation Sdn Bhd 100% Aureate Construction Sdn Bhd 100% Siah Brothers Properties 100% SBC Leisure Sdn Bhd Sdn Bhd RATE 100% SBC Towers Sdn Bhd 40% Paling Industries 100% Liga Canggih Sdn Bhd Sdn Bhd 51% Masahmura Sdn Bhd 100% Siah Brothers Industries 50% Varich Industries Sdn Bhd Sdn Bhd 51% Masahmura Sales & STRUCTURE Service Sdn Bhd Investment Holding Property Development Manufacturing & Trading Construction Property Investment Plantation & Nursery

GROUP FINANCIAL HIGHLIGHTS GROUP 2002 2001 2000 1999 1998 RM'000 RM'000 RM'000 RM'000 RM'000 RESULTS Turnover 81,645 92,411 114,707 149,669 256,884 Profit before taxation 1,618 1,421 2,555 2,088 13,364 Profit after taxation but before minority interests 1,503 1,071 3,729 3,923 6,430 Profit attributable to shareholders 1,503 1,071 3,729 1,679 2,561 ASSETS EMPLOYED Property, plant and equipment 7,047 7,586 13,090 15,789 31,625 Investments and other assets 141,705 140,323 141,031 165,810 147,299 Net current assets 58,351 58,346 56,393 34,687 34,766 FINAN- Goodwill and deferred expenditure 10,246 10,246 8,253 8,185 8,543 217,349 216,501 218,767 224,471 222,233 FINANCED BY Share capital 57,302 57,302 57,302 50,469 50,469 Share application account 115,600 - - - - Reserves 44,008 43,087 42,832 40,095 38,780 Minority interests - - - 14,897 13,084 Irredeemable Convertible Unsecured Loan Stocks - 115,600 115,600 115,600 115,600 Deferred Liabilities 439 512 3,033 3,410 4,300 217,349 216,501 218,767 224,471 222,233 SELECTED RATIOS Net earnings per share (sen) 2.4 1.6 6.9 3.3 5.1 Net tangible assets per share (sen) 396 165 169 163 160 Gross dividend (%) - 1.5 1.5 1.0 1.0 CIAL Profit Before Taxation (RM'000) Assets Employed (RM'000) 2002 1,618 2002 217,349 2001 1,421 2001 216,501 2000 2,555 2000 218,767 1999 2,088 1999 224,471 1998 13,364 1998 222,233 HIGHLIGHT 0 3 6 9 12 15 0 50 100 150 200 250 Thousands Thousands Turnover (RM'000) Shareholders' Fund (RM'000) 2002 81,645 2002 216,910 2001 92,411 2001 100,389 2000 114,707 2000 100,134 1999 149,669 1999 90,564 1998 256,884 1998 89,249 0 60 120 180 240 300 0 50 100 150 200 250 Thousands Thousands 14 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 15 STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE PREPARATION OF THE FINANCIAL STATEMENTS The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance with applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the Group and the Company as of 31 March 2002 and of the results and cash flows of the Group and Company for the financial year ended on that date. In preparing the financial statements, the Directors have:- (a) adopted suitable accounting policies and applied them consistently; (b) made judgements and estimates that are prudent and reasonable; (c) ensured the adoption of applicable approved accounting standards; and (d) used the going concern basis for the preparation of the financial statements. The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Group and the Company, and are kept in accordance with the Companies Act, 1965.The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the Group’s assets and to prevent and detect fraud and other irregularities.

One of Malaysia’s most recognised name in Building 16 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 17 EXECUTIVE CHAIRMAN’S STATEMENT O n behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of Siah Brothers Corporation Berhad for the financial year ended 31 March 2002. OPERATING BACKGROUND The Malaysian economy rebounded in 2002 with a projected 3.5% GDP growth with economic growth dominated by public expenditure from the RM28.4 billion development funds allocated for 2002 – 2003. The bulk of the expenditure is to be spent on infrastructure, education and training, housing, health services as well as industrial, agriculture and rural developments. After the slowdown in the 4th Quarter of 2001 due to the effect of unfavourable external events, there is now a sense that normality has returned since January 2002 when demand for the Group’s activities has increased in momentum. FINANCIAL REVIEW The fiscal year 2002 had been very challenging for Siah Brothers Corporation Berhad. Despite the national and global slow down in economic growth in 2001, caused partly by the September 11 incident, the Group continues to perform reasonably well in its operations, outperforming the results of the previous financial year. The Group registered a higher gross profit of RM13.15 million as compared to RM11.07 million in the previous financial year. Despite the slight decrease in turnover, the gross profit margin was better at 16% as against 12% in the preceding year as a result of the better contribution from the housing and building construction projects undertaken by the Group during the year as well as the on-going rationalisation programmes. The Group’s performance continues to be dominated by its two core activities of housing and building construction, the main contributor to the Group’s turnover and earnings, registered a 55% growth in revenue to RM80.94 million. The Group’s shareholders’ funds increased two- fold from RM100.39 million as at the end of March 2001 to RM216.91 million as at 31 March 2002, with the net tangible assets per share of the Group rising to RM2.64 from RM1.65 previously. Share capital also rose from RM50.47 million to RM75.60 million on 10 April 2002. OPERATIONAL REVIEW Housing The improved industry environment stimulated by the continuous Government’s efforts to encourage the development of affordable residential properties, and increased disposable income has led to a positive growth of the residential sub-sector in 2001. Growth was supported by strong underlying demand for residential units, particularly affordable and conventional housing in choice locations with good accessibility. The current low interest rate environment with financial institutions offering competitive housing loan packages

EXECUTIVE CHAIRMAN’S STATEMENT (Cont’d) with lower margin requirements and longer tenure provided additional impetus. Other incentives included withdrawals of EPF funds for the purchase of a second house ; exemption from stamp duty ; lifting of limitations for financial institutions to bridge finance the construction of residential properties priced above RM250,000 each and shop houses within residential areas ; and liberalisation of usage of proceeds from private debt securities to bridge finance the development of such properties 4 Storey Shop Office Suites Cum Apartments provided they achieve break-even sales in value Taman Mastiara, Kuala Lumpur terms. Further, the stamp duty exemption for the purchase of properties from developers has resulted in an improvement in the property overhang situation and potential buyers who had previously held back purchases in anticipation of price reduction do realise that prices had bottomed out. The Group’s housing development sector was a hive of activity during the financial year with launching of new phases by Seri Ampangan Realty Sdn Bhd , Sinaran Naga Sdn Bhd, Mixwell (Malaysia) Sdn Bhd and its 50% owned associate company, Ligamas Sdn Bhd. For fiscal year 2002, the housing development sector continues to perform well, and an increase in contribution towards the Group’s future revenue and profitability can be expected from this sector. Seri Ampangan Realty has to date launched 8 phases of its housing development project at Taman Mastiara, 5th Mile, Jalan Ipoh residential neighbourhoods, Kuala Lumpur.The phases launched comprise double-storey link houses, three-storey shop offices, three-storey townhouses, double-storey shop offices and four- storey shop office suites cum apartments. The cumulative sales since its maiden phase launched in 1993 is RM177.2 million. Completed Townville At Taman Mastiara, Kuala Lumpur Sinaran Naga, which is developing Kuantan’s largest mixed township namely Perkampungan Seri Mahkota Aman, alongside the dual carriageway Jalan Kuantan Gambang and next to TUDM Air Force base and Kuantan Airport, is performing equally well. Cumulative sales to date since the maiden launch in 1997 is RM60.5 million. With the anticipated opening of the East-West Highway in 2004, demand for both commercial and residential properties will be further enhanced. The success of Perkampungan Single Storey Terrace Houses Seri Mahkota Aman have been attributed to location, pricing Perkampungan Seri Mahkota Aman, Kuantan and the government’s ongoing policy of home ownership as well as stemmed from the air armed forces personnel, given the proximity of an army camp located a mere two kilometres from the development site. 18 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 19 EXECUTIVE CHAIRMAN’S STATEMENT (Cont’d) During the financial year, Mixwell has launched and commenced construction works of the 400 units of low cost apartments at Taman Selat Sutera, Klang, generating a total sales revenue of RM16.7 million.This project is a joint venture development with TA Group, a financial institution. The second phase comprises 294 units of double-storey link houses will be launched later part of the year and its contribution in terms of sales value is approximately RM39.7 million. Construction Of Low Cost Apartments In Progress Taman Selat Sutera, Klang Ligamas Sdn Bhd, a joint venture company with Perbadanan Kemajuan Negeri Selangor, is developing a new town centre known as Bandar Utama in Batang Kali with a land bank of approximately 1,877 acres. More than 4,000 units of mixed commercial and residential properties have been built and delivered to date. The completed properties comprise low cost terrace houses, shop offices, single and double-storey terrace houses, semi-detached houses and bungalows. The project has to date in total contributed sales value more than RM250 Double Storey Terrace Houses million since its maiden launch about 7 years ago. Bandar Utama, Batang Kali The ongoing success of Taman Mastiara, Perkampungan Seri Mahkota Aman, Taman Selat Sutera and Bandar Utama, Batang Kali gives the Group somewhat of an important diversity in its portfolio of income, especially during this recovery phase of the economy. Construction Syarikat Siah Brothers Trading Sdn Bhd, a PKK ‘A’ license builder and Syarikat Siah Brothers Construction Sdn Bhd spearhead the Group’s construction activities. Construction sector has achieved a commendable performance in the fiscal year 2002. The balance of construction order book brought forward from the previous financial year, coupled with new contracts secured during the year were instrumental in maintaining the Group’s busy construction activities for the financial period. Amongst the major construction contracts undertaken by the construction sector during the financial year under review include :- q Campus and academic facilities for the International Institute of Islamic Thought and Civilisation at Taman Duta, Kuala Lumpur. q Traditional single-storey and double-storey terrace houses at Bandar Utama, Batang Kali, Selangor. q Road upgrading of Jalan Batu Caves-Simpang Road Upgrading At Jalan Batu Caves-Simpang Tiga Tiga for Jabatan Kerja Raya Selangor.

EXECUTIVE CHAIRMAN’S STATEMENT(Cont’d) The Group’s construction activities were also boosted by the launching of new phases of the Group’s housing development activities. Going forward, the Group was recently the successful bidder in the tender for the turnkey construction of 293 units of double-storey terrace houses at Taman Damansara Emas, Kota Damansara, Kuala Lumpur worth a contract value of RM60 million. Physical works have started in the third quarter of 2002, with a construction period of 18 months. In July 2002, Syarikat Siah Brothers Trading Sdn Bhd was awarded with the 30 years Excellent Service Award by Master Builders Association Malaysia for its contribution to the construction industry in the last 30 years. Manufacturing The Group’s 40% associate in Paling Industries Sdn Bhd in partnership with Brussels based Etex S.A., currently the world largest plastic building materials manufacturer, is achieving encouraging results. Etex’s vast research and development experience and wide product range seem to have an immediate impact on the bottom line of Paling Industries. Going forward, we expect more opportunities for the Group in terms of bargaining strength and transfering of advanced technology and most importantly a regional business model in the making, continually contributing to the growth of the Group’s bottom line. Paling’s Products CORPORATE DEVELOPMENT During the year under review, the Group has undertaken to issue RM61,961,250 nominal value Al-Bai Bithaman Ajil Bonds ("Proposed ABBA Bonds") comprising RM49,569,000 nominal value Primary ABBA Bonds and RM12,392,250 nominal value Secondary ABBA Bonds via a private placement exercise, with a tenure of 5 years from the date of issue. The application of the Proposed ABBA Bonds was submitted to the Securities Commission ("SC") on 20 June 2002, and the SC had vide its letter dated 19 July 2002 approved the Proposed ABBA Bonds. Paling’s Products The year under review also saw the Company entering into Share Sale Agreements to acquire the remaining 80% equity interest in its associate company, South-East Best Sdn Bhd. The acquisition will enable the Group to expand its existing construction and housing development business and its existing market coverage to East Malaysia, as well as to enhance the financial performance of the Group for the future.The acquisition had been approved by the shareholders at the Extraordinary General Meeting convened on 30 April 2002. With the completion of the acquisition, South-East Best has been transformed from a 20% owned associated company to a wholly-owned subsidiary of the Company. As for the fund raising exercise involving the proposed rights issue and proposed special issue which were approved by the SC on 2 October 2000 and 26 February 2001 respectively, the Board of Directors of the Company had on 6 September 2001 and 23 October 2001 decided to abort both the proposed issues, in view of the prevailing weak equity market condition and its uncertain outlook at that point of time. 20 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 21 EXECUTIVE CHAIRMAN’S STATEMENT (Cont’d) EMPLOYEES’ SHARE OPTION SCHEME During the financial year ended 31 March 2001, options to subscribe for 3,563,000 shares were granted to eligible employees of the Group. At the end of year 2002, 492,000 options and 1,317,000 options had lapsed pursuant to the Scheme as a result of staff resignations and divestment of its equity interest in Paling Industries Sdn Bhd respectively. As at 31 March 2002, 1,754,000 options remain unexercised under the Scheme. CHANGE IN DIRECTORATE It is my great pleasure to welcome our new Board member, Mr Vincent Koh Kok Kee who was appointed as an Independent Non-Executive Director on 8 October 2001. Mr Vincent Koh brings with him a wealth of experience from the field of auditing, internal control and management consulting. His experience will enhance the current diversity of expertise that the Board possesses and as a member of our Audit Committee, his background as an accountant by training is invaluable. I would also like to take this opportunity to thank Tan Sri Dato’ Ir. Muhammad Yusuff bin Haji Muhammad Yunus, who retired from the Board on 27 September 2001 and was reappointed as an Independent Non-Executive Director on 30 April 2002, for his guidance and invaluable contributions to the Group during his tenure as Chairman of the Company. FUTURE OUTLOOK The economic outlook for 2002 / 2003 is that of optimism. The Government’s projected GDP growth of 3% to 4% for the year 2002 is expected to be led by domestic consumption and investment. The growth will be on the back of an anticipated recovery in world economy, which is forecasted to materialize in the later part of the year. Under the Eighth Malaysian Plan 2001-2005, the Government has estimated housing needs of approximately 160,000 units per annum. With Malaysia’s strong demographics, demand for affordable houses are expected to remain steady and in line with the Government’s objective, the Group will continue to provide affordable homes to meet the housing needs of the population . In the construction sector, the Group is encouraged by the Government’s recognition of the need to further boost the flagging construction sector, one of the main drivers of growth. With the extensive experience in constructing high-rise buildings and housing estates, the Group hopes to win a fair share of International Institute Of Islamic Thought And Civilization (ISTAC) the contracts and projects that will be available Persiaran Duta, Taman Duta, Kuala Lumpur for bidding.

EXECUTIVE CHAIRMAN’S STATEMENT (Cont’d) With the economy firmly on an upward trend, we expect housing and construction sentiment to finally begin to move in an upward cycle improving sentiments in both of our business areas of housing and building. The Board of Directors are optimistic in achieving a satisfactory financial performance for the forthcoming financial years. DIVIDEND In spite of a fair result for the fiscal year 2002, the Board of Directors have chosen to take a prudent stance to conserve cashflow and thus, no dividend is recommended for the financial year ended 31 March 2002. ACKNOWLEDGEMENT The Group’s achievement in the face of adversity is a reflection of the strength of the management team, wise counsel from the fellow Board members and the competency and enthusiasm of all employees. On behalf of the Board of Directors, I wish to record my sincere appreciation and gratitude to the shareholders, joint venture partners, valued business associates, bankers, lawyers, auditors and government authorities for their confidence and support to the Group. With the stoic loyalty and commitment of the management and employees and the continuous support of the shareholders, customers and business associates, I am positive of the Group’s capability to continue to grow by riding on the economic recovery. Thank you. Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Executive Chairman 12 August 2002 22 Annual Report 2002 SIAH BROTHERS CORPORATION BERHAD

SIAH BROTHERS CORPORATION BERHAD Annual Report 2002 23 PENYATA PENGERUSI EKSEKUTIF S aya bagi pihak Lembaga Pengarah dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Siah Brothers Corporation Berhad bagi tahun kewangan berakhir 31 Mac 2002. MAKLUMAT OPERASI Pemulihan ekonomi Malaysia dalam tahun 2002 dengan jangkaan pertumbuhan KDNK sebanyak 3.5% berpunca terutamanya dari perbelanjaan awam yang berjumlah RM28.4 bilion, dari dana pembangunan yang diperuntukkan bagi tahun 2002-2003. Sebahagian besar peruntukkan ini dijangka akan dibelanjakan bagi sektor infrastruktur, pendidikan dan latihan, perumaha

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