1999 kumpulan h & l hightech berhad - insage · the group is currently working towards...

a n n u a l r e p o r t

( 3 1 7 8 0 5 - V )

1999 Kumpulan H & L Hightech Berhad

( I n c o r p o r a t e d i n M a l a y s i a )

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PAGE 1K U M P U L A N H & L H I G H - T E C H B E R H A D ( 3 1 7 8 0 5 - V )


table of contents

Board of Directors 2

Corporate Information 3

Corporate Profile 4

Chairman’s Statement 5

Corporate Structure 8

Financial Statements 9

Analysis of Shareholdings 37

List of Properties 38

Audit Committee 39

Notice of Annual General Meeting 40

Form of Proxy

K U M P U L A N H & L H I G H - T E C H B E R H A D ( 3 1 7 8 0 5 - V )


board of directors

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Board of DirectorsBoard of Directors

1. Tan Lye Huat - Chairman and Group Managing Director

2. Tan Kim Lai - Director

3. Tan Ah Heng - Director

4. Tan Ho Foot - Director

5. Cheang Kam Hong - Director

6. Chu Kan - Non-Executive Director

7. Ho May Yoke - Non-Executive Director

8. Samat bin Junai - Non-Executive Director

9. Muhidin bin Arifin - Alternate director to Samat bin Junai

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corporate information

Registered Office

Auditors

Share Registrars

Principal Bankers

Stock Exchange Listing

Audit Committee

Secretaries

Audit Committee

Chu Kan - (Chairman/Independent Non-Executive Director)

Tan Lye Huat - (Group Managing Director)

Samat bin Junai -( Independent Non-Executive Director)

Secretaries

Tan Kim Chin, MIA 3620

Lim Hooi Mooi, MAICSA 0799764

Registered OfficeSuite 1701, 17th FloorWisma Hamzah-Kwong HingNo. 1 Leboh Ampang 50100 Kuala LumpurTel: (03) 2021 300

AuditorsMessrs. BDO BinderPublic Accountants

Share RegistrarsMalaysian Share Registration Services Sdn Bhd8th Floor, Exchange SquareBukit Kewangan50200 Kuala Lumpur

Principal BankersPacific Bank BerhadEON Bank BerhadMalayan Banking BerhadMulti-Purpose Bank BerhadBan Hin Lee Bank Berhad

Stock Exchange ListingSecond Board of the Kuala Lumpur Stock Exchange

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umpulan H&L High-Tech Berhad was incorporated

in 1994 and listed on the Second Board of the Kuala

Lumpur Stock Exchange in 1998. Under its holdings are five

subsidiary companies, namely H&L High-Tech Sdn Bhd,

Plastik STC Sdn Bhd, H&L High- Tech Holdings Sdn Bhd,

Teong Choon Realty Sdn Bhd and STC Technology

Sdn Bhd. The Group’s core business activities are mainly:

1) Manufacture and Sale of Precision Engineering

Mould, tool & die and jigs, fixtures and other

precision machined parts;

2) Manufacture and Sale of Customised Precision

Engineering Plastic Injection Moulded thermoplastic

and thermosett parts and components for electrical

and electronic industries.

The Group’s products are mainly for export market, which

includes countries like Japan, France, United Kingdom,

Hong Kong, Singapore, Thailand, Indonesia, Belgium and

China.

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PAGE 4 K U M P U L A N H & L H I G H - T E C H B E R H A D ( 3 1 7 8 0 5 - V )


corporate profile

Precision Engineering Mould

Precision Engineering Moulds

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chairman’s statement

Final Products from the Precision

Engineering Moulds forElectronic industries

wish to inform you that our Company has performed

satisfactorily despite the tough economic

environment. As the financial year progressed, financial

markets stabilised and business sentiments showed marked

improvement and this has contributed to the Company’s

performance. In this challenging environment, our precision

engineering mould business continues to remain the core

activity and revenue generator for the Group.

FINANCIAL OVERVIEW

The financial results for the year under review reflects the

Group’s continued commitment to performance and

excellence. The total sales for the year represented a 14.4%

increase in turnover compared to previous financial year.

Despite the improvement in sales revenue, the Group’s

profitability was affected by an increase in operation expenses

and lower interest income resulting in a slight drop in

consolidated profit before tax by 0.66% to RM7.007 million

from RM7.054 million in the previous financial year. However,

the profit attributable to shareholders rose by 11.43% to

RM6.906 million from RM6.197 million in the previous year.

Our Group’s net tangible assets backing have increased from

156 sen per share to 173 sen per share. As at the end of the

financial year, the Group’s balance sheet had shown very low

gearing as well as having a healthy bank balance which is

advantageous for future core business expansion.

REVIEW OF GROUP OPERATIONS

a) Manufacture and Sale of Precision Engineering Moulds

H & L High-Tech Sdn Bhd remained the best

performing subsidiary company, contributing 83.5% or

RM5.855 million Profit before Tax to the Group. The

increase in Profit before Tax by 9.2% compared to the

previous year was due to an increase in sales of 23.3%

attributed to expansion of customer-base. Over the year,

65% of the Company’s product were exported overseas

and to Free Trade Zone and the balance sold locally.

With the consumer electronics and electrical market

picking up worldwide, we expect strong growth from the

subsidiary in the next financial year.

I

On behalf of the Board of Directors, I am pleased to present

the Annual Report and Audited Accounts of Kumpulan H&L High-Tech

Berhad for the financial year ended 31st October 1999. >><<

Final Products fromPrecision EngineeringMoulds for Automotiveindustries

b) Manufacture and Sale of Customised Precision

Engineering Plastic Injection Moulded

thermoplastics and thermosett parts and

components for electrical and electronic industries.

Plastik STC Sdn Bhd contributed 17.8% or 1.252

million to the Group’s Profit before Tax compared to

previous year. Profit before tax was reduced by 8.0%

despite increase in turnover due to lower gross profit

caused by competitive pricing. The subsidiary is

expected to post comparative contribution in the years

to come.

YEAR 2000 COMPLIANCE

We are Y2K ready. The year 2000 commenced without any

hitches to the Group’s business operations.

FUTURE CHALLENGES ANDPROSPECTS

ith the Malaysian economy back on positive growth

and building on the strength of the Group’s core

business, the Board will continue to seek and exploit new

opportunities to ensure long-term growth. For the medium

term, the Board is confident that the Group will continue to

show positive operating results.

The profit guarantee agreement will be expiring in October

2000 and we are optimistic that the Profit before Tax would

be maintained or increased.

The Group is currently working towards achieving ISO

9001 certification for both its subsidiaries, H&L High-Tech

Sdn Bhd and Plastik STC Sdn Bhd, targeted to be certified

by the year 2000.

CORPORATE PROPOSALS

The Company has announced a Proposed Employees Share

Option Scheme (ESOS) for eligible employees on 29th

October 1999 to the KLSE and submission was made to

Securities Commission on 5th November 1999. The

Proposed ESOS exercise was approved by the Securities

Commission on 9th December 1999.

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chairman’s statement (CONT’D)

CNC EDM Machines

CNC Wire Cut Machines

CNC High SpeedMachining Process

W

he company has also announced on 30th December

1999 a Proposed Bonus Issue of shares of up to

11,000,000 new ordinary shares of RM1.00 each on the

basis of one (1) new share for every three (3) existing shares

held. The proposal is currently under consideration by the

relevant authorities.

DIVIDEND

The directors have recommended a Final Tax Exempt

dividend of 6 sen per share (1998: 8 sen per share) for the

shareholders’ approval at the forthcoming Annual General

Meeting.

The amount to be paid, if approved is RM1,800,000.

DIRECTORATE

I am pleased to welcome Encik Samat Bin Junai who was

appointed as a Director on 27th July 1999. Encik Abdul Rashid

Bin Mohd Azis has resigned as Director on 27th July 1999.

On behalf of the Board and Management, I would like to

express our heartfelt appreciation to Encik Abdul Rashid Bin

Mohd Azis for his guidance and contribution to the Group

and wish him the very best.

ACKNOWLEDGEMENT ANDAPPRECIATION

On behalf of the Board, I would like to forward

commendation to the employees of the Group for their

dedication and untiring efforts in carrying out their duties.

Their continued commitment to professional excellence have

enabled the Group to maintain its market share and to

increase its customer base.

My fellow directors and I would also like to express our sincere

appreciation to our valued customers, business associates,

financial institutions, government agencies and shareholders

for their continued support and confidence in us.

Together we shall Grow, Progress and Prosper.

TAN LYE HUAT

Chairman and Managing Director

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chairman’s statement (CONT’D)

Quality CoordinateMeasuring Process

Final Productsfrom PrecisionEngineeringMould for Audioand Videoindustries

Final products fromPrecision Engineering Mould for Electrical

industries

Final products fromPrecision Engineering Mould for Audio andVideo industries

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corporate structure

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Kumpulan H&L High-Tech Berhad

H&L High-Tech Sdn Bhd

Plastik STC Sdn Bhd

H&L High-TechHoldings Sdn Bhd

Teong Choon RealtySdn Bhd

100%

H&L TechnologyCo. Ltd.

49%

100% 100% 100%

STC TechnologySdn Bhd

100%

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financial statements

Directors’ Report 10

Directors’ Statement 15

Statutory Declaration 15

Report of the Auditors 16

Balance Sheets 17

Income Statements 18

Statement of Changes in Equity 19

Consolidated Cash Flow Statement 21

Notes to the Consolidated Cash Flow Statement 22

Notes to the Accounts 23

The directors have pleasure in submitting their report and the audited accounts of the Group and of the Company for the financialyear ended 31 October 1999.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding company.

The principal activities of the subsidiary companies are disclosed in Note 5 to the Accounts.

There have been no significant changes in the nature of the activities of the Company and of its subsidiary companies during thefinancial year.

RESULTSGroup Company

RM RM

Profit after taxation 6,905,828 12,846,418Retained profits brought forward 28,269,505 223,597

Profits available for appropriation 35,175,333 13,070,015

Appropriation:-

Proposed first and final dividend of 6%, tax exempt (1,800,000) (1,800,000)

33,375,333 11,270,015

Less: merger deficit written off (18,582,398) -

Retained profits carried forward 14,792,935 11,270,015

DIVIDENDS

The dividends paid or proposed by the Company since the end of the previous financial year were as follows:-

(a) As approved by the shareholders at the Annual General Meeting held on 30 March 1999, a first and final dividend of 8%,tax exempt, amounting to RM2,400,000 in respect of the previous financial year was paid on 16 April 1999.

(b) A proposed first and final dividend of 6%, tax exempt, amounting to RM1,800,000 has been recommended by the directorsin respect of the current financial year, subject to the approval of shareholders at the forthcoming Annual General Meetingof the Company.

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directors’ report

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those as disclosed in theaccounts.

ISSUE OF SHARES AND DEBENTURES

The Company has not issued any shares or debentures during the financial year.

DIRECTORS

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

Tan Lye HuatTan Ah HengTan Ho FootTan Kim LaiCheang Kam HongHo May YokeChu KanSamat bin Junai (Appointed on 27.7.99)Muhidin bin Arifin (Appointed on 27.7.99 as alternate director to Samat bin Junai;

resigned on 27.7.99 as alternate director to Abd Rashid bin Mohd Azis)Abd Rashid bin Mohd Azis (Resigned on 27.7.99)

In accordance with Article 97 of the Company’s Articles of Association, Mr. Tan Kim Lai and Mr. Cheang Kam Hong retire fromthe Board by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

In accordance with Article 102 of the Company’s Articles of Association, Encik Samat bin Junai, who was appointed since the lastAnnual General Meeting, retires from the Board and, being eligible, offers himself for re-election.

DIRECTORS’ INTERESTS IN SHARES

Except as stated below, no other directors holding office at the end of the financial year had any beneficial interests in the ordinaryshares of the Company and related companies during the financial year ended 31 October 1999, as recorded in the Register ofDirectors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965:-

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directors’ report (cont’d)

-----Number of Ordinary Shares of RM1.00 each-----Balance at Balance at

Shares of the Company 1.11.98 Bought Sold 31.10.99

Direct Interest

Tan Lye Huat 1,451,387 - - 1,451,387Tan Ah Heng 2,231,395 - - 2,231,395Tan Ho Foot 491,355 - - 491,355Tan Kim Lai 1,427,653 - - 1,427,653Cheang Kam Hong 400,516 - - 400,516Ho May Yoke 8,000 - - 8,000

Indirect Interest

Tan Lye Huat 11,306,425 - - 11,306,425Tan Ah Heng 8,400,000 - - 8,400,000Tan Ho Foot 8,400,000 - - 8,400,000Tan Kim Lai 8,400,000 - - 8,400,000Cheang Kam Hong 8,400,000 - - 8,400,000Ho May Yoke 2,906,425 - - 2,906,425

Shares of a subsidiary company

STC Technology Sdn. Bhd.(formerly known as H & L High-TechMarketing Sdn. Bhd.)

Direct Interest

Tan Lye Huat 2 - 2 -Tan Ho Foot 1 - 1 -Tan Kim Lai 1 - 1 -

By virtue of their shareholdings in the Company, Messrs. Tan Lye Huat, Tan Ah Heng, Tan Ho Foot, Tan Kim Lai and CheangKam Hong are also deemed to have beneficial interest in the shares of the subsidiary companies to the extent the Company has aninterest.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown inthe accounts) by reason of a contract made by the Company or a related corporation with the director or with a firm of which thedirector is a member, or with a company in which the director has a substantial financial interest.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object ofenabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company orany other body corporate.

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AUDIT COMMITTEE

The members of the Audit Committee are as follows:-

Chu Kan (Chairman, Independent Non-Executive Director)Tan Lye Huat (Group Managing Director)Samat bin Junai (Independent Non-Executive Director)

The primary duties of the Audit Committee are to:-

(i) assist the Board of Directors in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of theGroup and of the Company and to review the scope of audit in relation thereto;

(ii) serve as a channel of communication between Non-Committee Directors and auditors (both internal and external) as well asmanagement in matters relating to financial accounting, reporting and controls; and

(iii) assure the independence of the Company’s external auditors, the integrity of management and the adequacy of disclosure toshareholders.

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY:-

(I) AS AT THE END OF THE FINANCIAL YEAR

(a) Before the profit and loss accounts and balance sheets of the Group and of the Company were made out, the directorstook reasonable steps:-

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making ofprovision for doubtful debts and have satisfied themselves that there are no known bad debts and no provisionneeds to be made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their values in the ordinary course of business hadbeen written down to their estimated realisable values.

(b) In the opinion of the directors, the results of the operations of the Group and of the Company during the financial yearhave not been substantially affected by any item, transaction or event of a material and unusual nature.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The directors are not aware of any circumstances:-

(i) which would necessitate the writing off of bad debts or the making of provision for doubtful debts in the accountsof the Group and of the Company; or

(ii) which would render the values attributed to current assets in the accounts of the Group and of the Companymisleading; or

(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of theGroup and of the Company misleading or inappropriate.

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(d) In the opinion of the directors:-

(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially theresults of the operations of the Group and of the Company for the financial year in which this report is made; and

(ii) no contingent or other liability has become enforceable or is likely to become enforceable within the period oftwelve months after the end of the financial year which will or may substantially affect the ability of the Group andof the Company to meet their obligations as and when they fall due.

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financialyear to secure the liabilities of any other person.

(f ) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financialyear.

(g) The directors are not aware of any circumstances not otherwise dealt with in this report or accounts of the Group andof the Company which would render any amount stated in the accounts misleading.

SIGNIFICANT EVENT

During the financial year, the Group acquired the entire issued and paid-up share capital of STC Technology Sdn. Bhd. (formerlyknown as H & L High-Tech Marketing Sdn. Bhd.) for a total cash consideration of RM4.

AUDITORS

The auditors, Messrs. BDO Binder, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors.

..............................................Tan Lye Huat

............................................…Tan Kim Lai

Kuala Lumpur22 December 1999

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In the opinion of the directors, the accounts set out on pages 17 to 36 have been drawn up in accordance with applicable approvedaccounting standards so as to give a true and fair view of:-

(i) the state of affairs of the Group and of the Company as at 31 October 1999 and of their results for the financial year thenended; and

(ii) the cash flows of the Group for the financial year ended 31 October 1999.

On behalf of the Board,

.............................................. )Tan Lye Huat )

)) DIRECTORS)

.............................................. )Tan Kim Lai


I, Choong Seong Lee, being the officer primarily responsible for the financial management of Kumpulan H & L High-Tech Berhad,do solemnly and sincerely declare that the accounts set out on pages 17 to 36 are, to the best of my knowledge and belief, correctand I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the StatutoryDeclarations Act, 1960.

Subscribed and solemnly )declared by the abovenamed at ) CHOONG SEONG LEEKuala Lumpur this )22 December 1999 )

Before me:-

ONG KAH CHONGCommissioner for OathsKuala Lumpur

statement by directors

statutory declaration

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report of auditors to the members

We have audited the accounts set out on pages 17 to 36. The preparation of the accounts is the responsibility of the directors. Ourresponsibility is to express an opinion on the accounts based on our audit.

We conducted our audit in accordance with approved standards on auditing. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the accounts are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accountingprinciples used and significant estimates made by the directors, as well as evaluating the overall accounts presentation. We believethat our audit provides a reasonable basis for our opinion.

In our opinion:-

(a) the accounts have been properly drawn up in accordance with applicable approved accounting standards and the CompaniesAct, 1965 so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 October 1999and of their results and the cash flows of the Group for the financial year then ended; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiarycompanies have been properly kept in accordance with the provisions of the Act.

We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s accounts are in formand content appropriate and proper for the purposes of the preparation of the consolidated accounts and we have receivedsatisfactory information and explanations required by us for those purposes.

The auditors’ reports on the accounts of the subsidiary companies were not subject to any qualification and did not include anycomment made under subsection (3) of Section 174 of the Act.

BDO BinderAF : 0206Public Accountants

Tan Kim Leong, JP235/6/01 (J/PH)Partner


Of Kumpulan H & L High-Tech Berhad

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balance sheets

Group Company1999 1998 1999 1998

ASSETS EMPLOYED NOTE RM RM RM RM

FIXED ASSETS 4 31,646,499 32,284,363 - -

INVESTMENT IN SUBSIDIARY COMPANYCOMPANIES 5 - - 23,416,961 23,416,961

INTEREST IN AN ASSOCIATED COMPANY 6 105,191 64,563 - -

OTHER INVESTMENTS – At cost 7 325,700 325,700 - -

CURRENT ASSETS

Stocks 8 4,726,073 4,512,497 - -Trade debtors 7,366,912 5,455,674 - -Other debtors, deposits and prepayments 590,509 495,403 - 223,114Amounts due from subsidiary companies 9 - - 22,396,680 11,625,939Fixed deposits 10 11,838,568 9,939,542 258,109 341,000Cash and bank balances 1,433,116 568,676 9,474 6,458

25,955,178 20,971,792 22,664,263 12,196,511CURRENT LIABILITIES

Trade creditors 2,914,187 2,821,874 - -Other creditors and accruals 1,206,733 870,011 75,312 8,000Bank overdraft – unsecured 11 179,245 165,328 - -Taxation 76,398 639,028 31,803 77,781Proposed dividend 1,800,000 2,400,000 1,800,000 2,400,000

6,176,563 6,896,241 1,907,115 2,485,781

NET CURRENT ASSETS 19,778,615 14,075,551 20,757,148 9,710,730

EXPENDITURE CARRIEDFORWARD – At cost 12 - - - -

51,856,005 46,750,177 44,174,109 33,127,691

FINANCED BY

SHARE CAPITAL 13 30,000,002 30,000,002 30,000,002 30,000,002RESERVES 14 21,856,003 16,750,175 14,174,107 3,127,689

SHAREHOLDERS’ EQUITY 51,856,005 46,750,177 44,174,109 33,127,691

DEFERRED TAXATION 15 - - - -

51,856,005 46,750,177 44,174,109 33,127,691

The attached notes form an integral part of the Accounts.

As At 31 October 1999

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income statements

Group Company1999 1998 1999 1998

NOTE RM RM RM RM

REVENUE 16 31,912,465 27,896,045 13,000,000 2,400,000

COST OF SALES (21,692,423) (19,105,825) - -

GROSS PROFIT 10,220,042 8,790,220 13,000,000 2,400,000

OTHER OPERATING INCOME 724,573 1,316,795 15,728 370,253

ADMINISTRATIVE EXPENSES (3,932,950) (2,727,164) (145,605) (73,075)

PROFIT FROM OPERATIONS 7,011,665 7,379,851 12,870,123 2,697,178

FINANCE EXPENSES (4,645) (325,843) - -

PROFIT BEFORE TAXATION 17 7,007,020 7,054,008 12,870,123 2,697,178

TAXATION 18 (101,192) (856,572) (23,705) (77,381)

PROFIT AFTER TAXATION 6,905,828 6,197,436 12,846,418 2,619,797

Earnings per ordinary share (sen) 19 23.02 21.10

Dividend per ordinary share (sen) 6.00 8.00


For The Financial Year Ended 31 October 1999

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GROUP Share Share Revaluation Merger Retainedcapital premium reserve reserve profits Total

RM RM RM RM RM RM

BALANCE AT 31 OCTOBER 1997 28,200,002 927,872 4,158,976 (18,582,398) 24,472,069 39,176,521

PROFIT AFTER TAXATION - - - - 6,197,436 6,197,436

APPROPRIATION:-Proposed final dividend of

8%, tax exempt - - - - (2,400,000) (2,400,000)

PUBLIC ISSUE 1,800,000 2,700,000 - - - 4,500,000

LISTING EXPENSESWRITTEN OFF - (723,780) - - - (723,780)

BALANCE AT 31 OCTOBER 1998 30,000,002 2,904,092 4,158,976 (18,582,398) 28,269,505 46,750,177

PROFIT AFTER TAXATION - - - - 6,905,828 6,905,828

MERGER DEFICITWRITTEN OFF - - - 18,582,398 (18,582,398) -

APPROPRIATION:-Proposed final dividend of

6%, tax exempt - - - - (1,800,000) (1,800,000)

BALANCE AT31 OCTOBER 1999 30,000,002 2,904,092 4,158,976 - 14,792,935 51,856,005


statement of changes in equity


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COMPANY Share Share Retainedcapital premium profits Total

RM RM RM RM

BALANCE AT 31 OCTOBER 1997 28,200,002 927,872 3,800 29,131,674

PROFIT AFTER TAXATION - - 2,619,797 2,619,797

APPROPRIATION:-Proposed final dividend of 8%,

tax exempt - - (2,400,000) (2,400,000)

PUBLIC ISSUE 1,800,000 2,700,000 - 4,500,000

LISTING EXPENSES WRITTEN OFF - (723,780) - (723,780)

BALANCE AT 31 OCTOBER 1998 30,000,002 2,904,092 223,597 33,127,691

PROFIT AFTER TAXATION - - 12,846,418 12,846,418

APPROPRIATION:-Proposed final dividend of 6%,

tax exempt - - (1,800,000) (1,800,000)

BALANCE AT 31 OCTOBER 1999 30,000,002 2,904,092 11,270,015 44,174,109


statement of changes in equity (CONT’D)


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consolidated cash flow statement

1999 1998RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 7,007,020 7,054,008

Adjustments for:-

Provision for obsolete stocks - 50,000Depreciation of fixed assets 2,840,852 2,679,450Expenditure carried forward written off 11,290 -Unrealised loss on foreign exchange 38,088 -Unrealised gain on foreign exchange - (79,686)Gain on disposal of fixed assets (56,280) (61,568)Interest expense 4,645 305,075Interest income (529,176) (1,047,847)

Operating profit before working capital changes 9,316,439 8,899,432

Increase in stocks (213,576) (1,276,691)Increase in debtors (2,046,972) (805,855)Increase/(Decrease) in creditors 379,657 (5,539,702)

Cash generated from operations 7,435,548 1,277,184

Listing expenses - (723,780)Interest paid (4,645) (305,075)Interest income received 529,176 1,047,847Tax paid (663,822) (1,070,783)

Net cash from operating activities 7,296,257 225,393

CASH FLOWS FROM INVESTING ACTIVITIES

Placement of fixed deposits - (50,000)Purchase of fixed assets (2,248,508) (3,082,146)Proceeds from disposal of fixed assets 101,800 61,568

Net cash used in investing activities (2,146,708) (3,070,578)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares - 4,500,000Repayment of term loans - (2,691,273)Repayment of hire-purchase creditors - (1,255,256)Dividend paid (2,400,000) -

Net cash (used in)/from financing activities (2,400,000) 553,471

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 2,749,549 (2,291,714)

CASH AND CASH EQUIVALENTS AT BEGINNINGOF THE FINANCIAL YEAR 10,292,890 12,584,604

CASH AND CASH EQUIVALENTS AT END OF THEFINANCIAL YEAR (Note A) 13,042,439 10,292,890



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Notes to the consolidated cash flow statement

A. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the consolidated cash flow statement comprise the following balance sheet amounts:-

1999 1998RM RM

Bank overdraft (179,245) (165,328)Cash and bank balances 1,433,116 568,676Fixed deposits 11,838,568 9,939,542

13,092,439 10,342,890

Less: Fixed deposit pledged to a licensed bank (50,000) (50,000)

13,042,439 10,292,890

B. ACQUISITION OF A SUBSIDIARY COMPANY IN 1999

During the financial year, the Group acquired STC Technology Sdn. Bhd. (formerly known as H & L High-Tech Marketing Sdn. Bhd.). The fair value of the net assets acquired is as follows:-

1999RM

Expenditure carried forward 11,290Cash in hand 4Current liabilities (11,290)

Purchase consideration 4Cash in hand acquired (4)

Cash flow on acquisition, net of cash acquired -



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1. PRINCIPAL ACTIVITIES

The Company is principally an investment holding company.

The principal activities of the subsidiary companies are disclosed in Note 5 to the Accounts.

There have been no significant changes in the nature of the activities of the Company and of its subsidiary companies duringthe financial year.

2. BASIS OF PREPARATION OF THE ACCOUNTS

The accounts of the Group and of the Company have been prepared in accordance with the provisions of the CompaniesAct, 1965 and applicable approved accounting standards.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Basis of Accounting

The accounts of the Group and of the Company have been prepared under the historical cost convention as modifiedby the revaluation of the freehold and long leasehold land, and buildings.

3.2 Basis of Consolidation

The consolidated accounts incorporated the accounts of the Company and all its subsidiary companies made up to theend of the financial year. Inter-company transactions and balances are eliminated on consolidation and the consolidatedaccounts reflect external transactions only. The Company adopts both the acquisition and merger methods ofconsolidation.

Where the acquisition method is adopted, the difference between the purchase price and the fair value of the net assetsof subsidiary companies at the date of acquisition is reflected in the accounts as goodwill or reserve on consolidation.Goodwill on consolidation is stated at cost and is written down only when the directors are of the opinion that there isa permanent diminution in its value. The results of the subsidiary companies acquired or disposed of during the yearare included in the consolidated accounts from the date of their acquisitions or up to the date of their disposals.

Acquisition of subsidiary companies which meet the criteria for merger accounting under the Malaysia AccountingStandards No. 2, "Accounting for Acquisition and Merger" are accounted for using merger accounting principles.Where the merger method is used, merger deficit being the excess of the cost of investment over the nominal value ofthe shares transferred is written off against reserves, other than the share premium account, in the consolidated accounts.The results of subsidiary companies acquired are accounted for on a full year basis.

notes to the accounts

31 October 1999

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3.3 Investments

(i) Subsidiary companies

Investment in subsidiary companies, which is eliminated on consolidation, is stated in the Company’s accounts atcost less provision for permanent diminution in value, if any.

(ii) Associated Company

An associated company is a company in which the Group has a long term equity interest of between 20% to 50%and is in a position to exercise significant influence over the financial and operating policies of the investeecompany.

Investment in an associated company is stated at cost less provision for permanent diminution in value, if any.

The Group’s share of results of the associated company is not equity accounted for in the consolidated accounts asthe associated company has not commenced operations as at 31 October 1999.

(iii) Other investments

Other investments in shares and golf club memberships are stated at cost less provision for permanent diminutionin value, if any.

3.4 Foreign Currency Translations

Transactions in foreign currencies are converted into Ringgit Malaysia at the rates of exchange ruling on transactiondates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated intoRinggit Malaysia at the approximate rates of exchange on that date. Gains or losses on foreign exchange are taken up inthe profit and loss account.

3.5 Fixed Assets and Depreciation

Fixed assets are stated at cost or valuation less accumulated depreciation.

Freehold land is not depreciated.

The freehold and long leasehold land, and buildings were revalued in 1997. After the first revaluation, the freehold andlong leasehold land, and buildings will be revalued at regular intervals of at least once in every five years. Where marketconditions indicate that the carrying values of the revalued properties differ materially from the market values, additionalrevaluations will be carried out in those intervening years.

Long leasehold land which has an unexpired lease term in excess of 50 years are not depreciated. Leasehold land will bedepreciated when the unexpired lease term is less than 50 years. The non-depreciation of the long leasehold land is adeparture from the requirement of International Accounting Standard No.4 ‘Depreciation Accounting’ which, in theopinion of the directors, has no material effect on the accounts.

notes to the accounts (cont’d)

31 October 1999

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Depreciation of all other fixed assets is calculated on a straight line method at the following principal annual rates towrite off the cost or valuation of the assets over their estimated useful lives:-

Freehold buildings 50 yearsFreehold factory buildings 50 yearsLong leasehold factory buildings 50 yearsPlant and machinery 10%Factory equipment 10%Motor vehicles 10%Office equipment, furniture and fittings 10%Warehouse 10%Renovation 10%Tools and utensils 10%Electrical installation 10%

3.6 Stocks

Stocks are stated at the lower of cost (determined on a first-in, first-out basis) and net realisable value.

Cost of raw materials and consumables comprise the cost of purchase plus the cost of bringing the stocks to their presentcondition and location. Cost of work-in-progress and finished goods includes the cost of raw materials, direct labourand a proportion of manufacturing overheads.

3.7 Debtors

Known bad debts are written off and specific provision is made for debts where the collectibility is considered doubtful.

3.8 Deferred Taxation

Deferred taxation is provided for using the liability method at the current taxation rate in respect of all material timingdifferences except where it is reasonably probable that such timing differences will not crystallise in the foreseeablefuture.

Deferred tax benefits are only recognised in the accounts when there are reasonable assurance of their realisation.

3.9 Assets Acquired Under Hire-Purchase Agreements

Assets financed by hire-purchase agreements which transfer substantially all the risks and rewards of ownership to theGroup are capitalised as fixed assets and the corresponding obligations are treated as liabilities. The fixed assetscapitalised are depreciated on the same basis as owned assets.

Finance charges are allocated to the profit and loss account over the period of the agreements to give a constant periodicrate of charge on the remaining hire-purchase liabilities.

3.10 Cash and Cash Equivalents

Cash and cash equivalents include cash and bank balances, bank overdraft, deposits and other short term, highly liquidinvestments which are readily convertible to cash with insignificant risk of changes in value.


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4. FIXED ASSETSBalance at Balance at

1999 1.11.98 Additions Disposals 31.10.99Group RM RM RM RM

Cost unless otherwise stated

Freehold land- At 1997 valuation 3,866,000 - - 3,866,000Long leasehold land- At 1997 valuation 3,132,050 - - 3,132,050Freehold buildings- At 1997 valuation 269,000 - - 269,000Freehold factory buildings- At 1997 valuation 1,190,000 - - 1,190,000Long leasehold factory building- At 1997 valuation 2,400,000 - - 2,400,000- At cost 3,796,182 - - 3,796,182Plant and machinery 23,658,629 420,835 - 24,079,464Motor vehicles 2,048,491 1,133,527 (193,598) 2,988,420Office equipment, furniture and fittings 2,693,546 323,364 (6,800) 3,010,110Warehouse 126,819 126,786 - 253,605Renovation 132,596 44,586 - 177,182Tools and utensils 557,656 184,016 - 741,672Electrical installation 791,726 15,394 - 807,120

44,662,695 2,248,508 (200,398) 46,710,805

Chargefor the

Balance at financial Balance at1.11.98 year Disposals 31.10.99

RM RM RM RMAccumulated depreciation

Freehold land- At 1997 valuation - - - -Long leasehold land- At 1997 valuation - - - -Freehold buildings- At 1997 valuation 11,872 5,935 - 17,807Freehold factory buildings- At 1997 valuation 62,811 28,393 - 91,204Long leasehold factory building- At 1997 valuation 96,000 48,000 - 144,000- At cost 73,733 75,924 - 149,657Plant and machinery 9,570,852 2,038,925 - 11,609,777Motor vehicles 1,070,273 213,416 (154,878) 1,128,811Office equipment, furniture and fittings 983,755 258,524 - 1,242,279Warehouse 46,816 16,019 - 62,835Renovation 86,883 15,869 - 102,752Tools and utensils 117,924 62,812 - 180,736Electrical installation 257,413 77,035 - 334,448

12,378,332 2,840,852 (154,878) 15,064,306

31 October 1999

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4. FIXED ASSETS (Cont’d)Balance at

31.10.99RM

Net book value

Freehold land - At 1997 valuation 3,866,000Long leasehold land - At 1997 valuation 3,132,050Freehold buildings - At 1997 valuation 251,193Freehold factory buildings - At 1997 valuation 1,098,796Long leasehold factory building- At 1997 valuation 2,256,000- At cost 3,646,525Plant and machinery 12,469,687Motor vehicles 1,859,609Office equipment, furniture and fittings 1,767,831Warehouse 190,770Renovation 74,430Tools and utensils 560,936Electrical installation 472,672

31,646,499

Balance at Balance at1998 1.11.97 Additions Disposals Reclassification 31.10.98Group RM RM RM RM RM

Cost unless otherwise stated

Freehold land - At 1997 valuation 3,866,000 - - - 3,866,000Long leasehold land - At 1997 valuation 3,132,050 - - - 3,132,050Freehold buildings - At 1997 valuation 269,000 - - - 269,000Freehold factory buildings - At 1997 valuation 1,190,000 - - - 1,190,000Long leasehold factory building- At 1997 valuation 2,400,000 - - - 2,400,000- At cost 3,600,644 195,538 - - 3,796,182Plant and machinery 17,892,611 1,843,956 (86,940) 4,009,002 23,658,629Plant and machinery under hire-purchase 4,067,668 - - (4,067,668) -Factory equipment 319,714 - - (319,714) -Motor vehicles 1,852,995 51,006 - 144,490 2,048,491Motor vehicles under hire-purchase 144,490 - - (144,490) -Office equipment, furniture and fittings 1,974,462 615,708 - 103,376 2,693,546Warehouse 108,191 18,628 - - 126,819Renovation 100,596 32,000 - - 132,596Tools and utensils 125,472 280,905 - 151,279 557,656Electrical installation 623,596 44,405 - 123,725 791,726

41,667,489 3,082,146 (86,940) - 44,662,695

31 October 1999

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4. FIXED ASSETSCharge for

Balance at the financial Balance at1.11.97 year Disposals Reclassification 31.10.98

Accumulated depreciation RM RM RM RM RM

Freehold land - At 1997 valuation - - - - -Long leasehold land - At 1997 valuation - - - - -Freehold buildings - At 1997 valuation 5,936 5,936 - - 11,872Freehold factory buildings - At 1997 valuation 35,235 27,576 - - 62,811Long leasehold factory building- At 1997 valuation 48,000 48,000 - - 96,000- At cost - 73,733 - - 73,733Plant and machinery 6,508,018 1,976,872 (86,940) 1,172,902 9,570,852Plant and machinery under

hire-purchase 1,175,489 - - (1,175,489) -Factory equipment 103,698 - - (103,698) -Motor vehicles 856,889 192,926 - 20,458 1,070,273Motor vehicles under hire-purchase 20,458 - - (20,458) -Office equipment, furniture and fittings 766,616 218,453 - (1,314) 983,755Warehouse 37,254 9,562 - - 46,816Renovation 75,756 11,127 - - 86,883Tools and utensils 21,586 40,624 - 55,714 117,924Electrical installation 130,887 74,641 - 51,885 257,413

9,785,822 2,679,450 (86,940) - 12,378,332

Balance at31.10.98

RMNet book value

Freehold land - At 1997 valuation 3,866,000Long leasehold land - At 1997 valuation 3,132,050Freehold buildings - At 1997 valuation 257,128Freehold factory building - At 1997 valuation 1,127,189Long leasehold factory building- At 1997 valuation 2,304,000- At cost 3,722,449Plant and machinery 14,087,777Plant and machinery under hire-purchase -Factory equipment -Motor vehicles 978,218Motor vehicles under hire-purchase -Office equipment, furniture and fittings 1,709,791Warehouse 80,003Renovation 45,713Tools and utensils 439,732Electrical installation 534,313

32,284,363


31 October 1999

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The freehold and long leasehold land and buildings were revalued by the directors and approved by the relevant authoritiesin 1997 based on a revaluation carried out in 1996 by an independent firm of professional valuers using the "Open Market"value basis.

Had the revalued assets been carried at cost less depreciation, the carrying amounts would have been as follows:-

Accumulated Net bookCost depreciation valueRM RM RM

1999

Freehold land 1,232,921 - 1,232,921Freehold buildings 463,489 71,091 392,398Freehold factory buildings 1,269,269 232,781 1,036,488Long leasehold land 2,279,530 - 2,279,530Long leasehold factory building 1,694,729 115,483 1,579,246

6,939,938 419,355 6,520,583

1998

Freehold land 1,232,921 - 1,232,921Freehold buildings 463,489 61,821 401,668Freehold factory buildings 1,269,269 207,396 1,061,873Long leasehold land 2,279,530 - 2,279,530Long leasehold factory building 1,694,729 81,588 1,613,141

6,939,938 350,805 6,589,133

5. INVESTMENT IN SUBSIDIARY COMPANIES

Company1999 1998RM RM

Unquoted shares - At cost 23,416,961 23,416,961


31 October 1999

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

EffectiveName of Company Equity Interest Principal Activities

1999 1998

H & L High-Tech Sdn. Bhd. 100% 100% Manufacture and sale of precision engineering moulds,dies, jigs, fixtures, tools and other precision machine parts.

Plastik STC Sdn. Bhd. 100% 100% Manufacture and sale of customised precisionengineering plastic injection moulded thermoplastic andthermosett parts and components for electrical andelectronic industry.

H & L High-Tech HoldingsSdn. Bhd. 100% 100% Letting of properties and property investment.

Teong Choon Realty Sdn. Bhd. 100% 100% Letting of properties and property investment.

Subsidiary company ofPlastic STC Sdn. Bhd.

STC Technology Sdn. Bhd. 100% - Manufacture and sale of customised precision engineering(formerly known as H & L plastic injection moulded thermoplastic and thermosett High-Tech Marketing Sdn. Bhd.) parts and components for electrical and electronic

industry.

6. INTEREST IN AN ASSOCIATED COMPANYGroup

1999 1998RM RM

Unquoted shares - At cost 2,000 2,000Amount due from an associated company 103,191 62,563

105,191 64,563

The amount due from an associated company arose mainly from expenses paid on behalf which is interest free, unsecuredand has no fixed terms of repayment.

Details of the associated company are as follows:-

Country of EffectiveName of Company Incorporation Equity Interest Principal Activities

1999 1998

H & L Technology Co. Ltd Thailand 49% 49% Dormant

The accounts of the associated company are audited by a member firm of BDO International.

31 October 1999

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7. OTHER INVESTMENTS – At costGroup

1999 1998RM RM

Shares quoted in Malaysia 3,700 3,700Unquoted shares 50,000 50,000Golf club memberships 272,000 272,000

325,700 325,700

Market value of quoted shares 1,940 2,128

8. STOCKSGroup

1999 1998RM RM

Raw materials 1,849,763 1,727,652Work-in-progress 759,558 478,697Finished goods 2,166,752 2,356,148

4,776,073 4,562,497Less: Provision for obsolete stocks (50,000) (50,000)

4,726,073 4,512,497

9. AMOUNTS DUE FROM SUBSIDIARY COMPANIES

The amounts due from subsidiary companies represent advances and payments made on behalf which are interest free,unsecured and have no fixed terms of repayment.

10. FIXED DEPOSITSGroup Company

1999 1998 1999 1998RM RM RM RM

Fixed deposits with:-

Licensed banks 10,789,033 8,747,659 258,109 341,000Finance company 1,049,535 1,191,883 - -

11,838,568 9,939,542 258,109 341,000

Included in the fixed deposits with licensed banks is an amount of RM50,000 (1998: RM50,000) belonging to a subsidiarycompany which has been pledged as security for banking facility granted to the subsidiary company.


31 October 1999

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11. BANK OVERDRAFT - Unsecured

The bank overdraft which belongs to a subsidiary company bears interest ranging from 7.75% to 11.25% (1998: 10.25% to14.05%) per annum and is guaranteed by the Company.

12. EXPENDITURE CARRIED FORWARD - At costGroup

1999 1998RM RM

Balance at 1 November - -

Acquisition of a subsidiary companyduring the financial year:-

Preliminary expenses 2,775 -Pre-operating expenses 8,515 -

11,290 -

Less: Amount written off (11,290) -

Balance at 31 October - -

13. SHARE CAPITALGroup and Company1999 1998RM RM

Ordinary shares of RM1.00 each:-Authorised 50,000,000 50,000,000

Group and Company1999 1998RM RM

Issued and fully paid:-Balance at 1 November 30,000,002 28,200,002Issued during the financial year - 1,800,000

Balance at 31 October 30,000,002 30,000,002

In 1998, the Company increased its issued and fully paid-up share capital from RM28,200,002 to RM30,000,002 by anallotment of 1,800,000 new ordinary shares of RM1.00 each as follows:-

Number of shares Terms of issue Purpose of issue

1,800,000 Public issue of 1,800,000 new To finance the purchaseordinary shares of RM1.00 each of machinery and equipment,at an issue price of RM2.50 listing expenses, repayment ofper share for cash. borrowings and as additional

working capital.

These new ordinary shares rank pari passu in all respect with the then existing ordinary shares of the Company.


31 October 1999

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14. RESERVESGroup Company

1999 1998 1999 1998RM RM RM RM

Non distributable:-

Share premium 2,904,092 2,904,092 2,904,092 2,904,092Revaluation reserve 4,158,976 4,158,976 - -Merger deficit - (18,582,398) - -

Distributable:-

Retained profits 14,792,935 28,269,505 11,270,015 223,597

21,856,003 16,750,175 14,174,107 3,127,689

Subject to the agreement from the Inland Revenue Board:-

(i) The Company and the subsidiary companies have tax exempt accounts amounting to approximately RM11,200,000(1998: Nil) and RM23,219,000 (1998: RM18,525,000) respectively available for the distribution of tax exemptdividends.

(ii) The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and tax exempt account to frankand distribute the entire retained profits as at 31 October 1999 as dividends without incurring additional tax liability.

15. DEFERRED TAXATIONGroup

1999 1998RM RM

Balance at 1 November - 35,000Transfer to profit and loss account (Note 18) - (35,000)

Balance at 31 October - -

The tax effects of the surplus on revaluation of the freehold and long leasehold land and buildings have not been recognisedin the accounts as the Group has no intention of disposing of the revalued assets in the foreseeable future.

The tax effects in respect of timing differences of a subsidiary company on the excess of capital allowances over thecorresponding depreciation of fixed assets which are not expected to reverse in the foreseeable future and not accounted foramounted to approximately RM1,255,000 (1998: RM1,087,000).


31 October 1999

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16. REVENUE

Group

Revenue of the Group represents gross invoiced value of goods sold less returns and discounts, and rental income.

Company

This represents dividend income receivable from subsidiary companies.

17. PROFIT BEFORE TAXATIONGroup Company

1999 1998 1999 1998RM RM RM RM

Profit before taxation is statedafter charging/(crediting):-

Auditors’ remuneration:-- current year 40,400 34,400 12,000 8,000- underprovision in prior years 4,000 1,000 4,000 1,000Depreciation of fixed assets 2,840,852 2,679,450 - -Directors’ emoluments other than fee 481,200 459,700 - -Interest expense:-- hire-purchase - 134,536 - -- term loans - 153,873 - -- others 4,645 16,666 - -Expenditure carried forward written off 11,290 - - -Unrealised loss on foreign exchange 38,088 - - -Management fee paid to a

company in which a directorhas substantial financial interest - 9,000 - -

Provision for obsolete stocks - 50,000 - -Rental of premises 28,500 27,600 - -Gain on foreign exchange:-- realised - (157,845) - -- unrealised - (79,686) - -Fixed deposits interest (529,176) (1,047,847) (15,728) (370,253)Rental income (81,600) (11,400) - -Gain on disposal of fixed assets (56,280) (61,568) - -Tax exempt dividend from

unquoted subsidiary companies - - (13,000,000) (2,400,000)


31 October 1999

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18. TAXATIONGroup Company

1999 1998 1999 1998RM RM RM RM

Provision for the year - 888,781 - 77,781Under/(Over)provision

in prior years 101,192 2,791 23,705 (400)

101,192 891,572 23,705 77,381Deferred taxation (Note 15) - (35,000) - -

101,192 856,572 23,705 77,381

No provision has been made for taxation in respect of income of the Group and of the Company for the financial year ended31 October 1999 in accordance with the waiver in the Income Tax (Amendment) Act, 1999 and the dividend income fromsubsidiary companies being exempted from tax.

The tax charge of the Group in 1998 reflects an effective tax rate which is lower than the statutory tax rate due mainly toclaim for reinvestment allowances.

The tax charge of the Company in 1998 reflects an effective tax rate which is lower than the statutory tax rate due mainly todividend income from subsidiary company being exempted from tax.

19. EARNINGS PER ORDINARY SHARE

The earnings per ordinary share for the financial year has been calculated based on the consolidated profit after taxation ofRM6,905,828 (1998: RM6,197,436) divided by the number of ordinary shares of the Company in issue during the financialyear of 30,000,002 (1998: weighted average number of ordinary shares in issue of 29,358,906).

20. CAPITAL COMMITMENTSGroup

1999 1998RM RM

Approved but not contracted for 677,000 -

21. CONTINGENT LIABILITIES

As at 31 October 1999, the Company has given a corporate guarantee amounting to RM2,350,000 (1998: RM2,350,000)to a licensed bank for banking facilities granted to a subsidiary company. Consequently, the Company is contingently liablefor the amount of bank facilities utilised by this subsidiary company amounting to RM179,245 (1998: RM165,328) as at31 October 1999.


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22. SEGMENTAL INFORMATION

No segmental reporting is presented as the Group is principally engaged in the moulds and dies industry and operatespredominantly in Malaysia.

23. SIGNIFICANT EVENT

During the financial year, the Group acquired the entire issued and paid-up share capital of STC Technology Sdn. Bhd.(formerly known as H & L High-Tech Marketing Sdn. Bhd.) for a total cash consideration of RM4.

24. NUMBER OF EMPLOYEESGroup

1999 1998

Number of employees at 31 October 259 206

25. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform with the current year’s presentation.


31 October 1999



Class of shares : Ordinary Share of RM1.00 eachVoting rights : One vote per ordinary share (on a poll)

ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 31 JANUARY, 2000

Size by Shareholdings Shareholders % Shareholdings %1 - 1,000 543 39.58 542,029 1.81

1,001 - 5,000 567 41.33 1,709,762 5.705,001 - 10,000 126 9.18 988,000 3.29

10,001 and above 136 9.91 26,760,211 89.20Grand Total 1,372 100.00 30,000,002 100.00

LIST OF TWENTY (20) LARGEST SHAREHOLDERS AS AT 31 JANUARY, 2000Name Shareholdings %Pacific Nominees (Tempatan) Sdn Bhd 8,400,000 28.00

(Affluent Future Sdn Bhd)Tan Lye Huat Holdings Sdn Bhd 2,906,425 9.69Tan Ah Heng 2,031,395 6.77Tan Kim Lai 1,227,653 4.09Tan Lye Huat 1,051,387 3.50Kenanga Nominees (Tempatan) Sdn Bhd 930,000 3.10

(Chia Kee Siong)Arab-Malaysian Nominees (Tempatan) Sdn Bhd 594,000 1.98

(Arab-Malaysian Trustee Bhd For BHLB Pacific Dana Al-Ihsan)Universal Trustee (Malaysia) Berhad 578,000 1.93

(BHLB Pacific Emerging Companies Growth Fund)Yap Shing @ Yap Sue Kim 536,000 1.79Amanah Raya Berhad 501,000 1.67

(BHLB Pacific Double Growth Fund)Tan Ho Foot 391,355 1.30Universal Trustee (Malaysia) Berhad 385,000 1.28

(BHLB Pacific High Growth Fund)Yayasan Terengganu 336,801 1.12Mohd Radzuan Bin Ab Halim 310,529 1.04Citicorp Nominees (Asing) Sdn Bhd 306,000 1.02

(MLPFS For John Fon Lew)Tan Sam See @ Tan Sam Gee 284,000 0.95Yap Song Yung 281,000 0.94Citicorp Nominees (Asing) Sdn Bhd 275,000 0.92

(MLPFS For Hoo Kai Leng)Perbadanan Kemajuan Negeri Kedah 224,533 0.75Yayasan Sarawak 224,533 0.75Total 21,774,611 72.59

LIST OF SUBSTANTIAL SHAREHOLDERS (2% ABOVE) AS AT 31 JANUARY, 2000Name Shareholdings %Pacific Nominees (Tempatan) Sdn Bhd 8,400,000 28.00

(Affluent Future Sdn Bhd)Tan Lye Huat Holdings Sdn Bhd 2,906,425 9.69Tan Ah Heng 2,031,395 6.77Tan Kim Lai 1,227,653 4.09Tan Lye Huat 1,051,387 3.50Kenanga Nominees (Tempatan) Sdn Bhd 930,000 3.10

(Chia Kee Siong)

LIST OF DIRECTORS’ SHAREHOLDINGS AS AT 21 NOVEMBER, 1999Name Shareholdings %Tan Lye Huat 1,451,387 4.83Tan Ah Heng 2,231,395 7.43Tan Kim Lai 1,427,653 4.75Tan Ho Foot 491,355 1.63Cheang Kam Hong 400,516 1.33Chu Kan - -Ho May Yoke 8,000 0.02Samat Bin Junai - -Muhidin Bin Arifin - -

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PAGE 37

analysis of shareholdings

Location Description/ Land area/ Tenure/ Net Book Existing Use built-up area age of buildings Value

(sq metres) (years) RM

Lot No PT 1541 2-storey Terrace Factory/ 185.8/371.6 Freehold/13 677,089Mukim of Sungai Buloh rented outDistrict of PetalingSelangor



Lot No PT 1539 2-storey Terrace Factory 481.2/987.8 Freehold/13 1,673,324Mukim of Sungai Buloh (Corner Unit)/District of Petaling rented outSelangor

Lot No PT 20033 Industrial building/ 3715/5183 99 year leasehold 5,178,575Mukim of Sungai Buloh Factory (24/3/2091)/3District of PetalingSelangor

Lot No PT 19770 Factory Warehouse 3633/3189 99 year leasehold 3,856,000Mukim of Sungai Buloh and office space (24/2/2091)/3District of PetalingSelangor

Lot No PT 1155 2-storey Terrace house/ 149.8/217.5 Freehold/18 274,339Mukim of Sungai Buloh rented outDistrict of PetalingSelangor

Lot No PT 1338 2-storey Terrace house/ 149.8/218.9 Freehold/18 283,993Mukim of Sungai Buloh staff quartersDistrict of PetalingSelangor

Lot No PT 1542 Factory/ 185.8/371.6 Freehold/13 675,000Mukim of Sungai Buloh rented outDistrict of PetalingSelangor

Lot No PT 1241 2-storey Terrace house/ 149.6/219.5 Freehold/18 278,861Mukim of Sungai Buloh staff quartersDistrict of PetalingSelangor

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list of properties

TERMS OF REFERENCE:

Constitutiona. The Audit Committee shall be appointed by the Board from among its members.b. The term of office of Audit Committee and the terms of reference should be reviewed by the Board not less

than every three years.

Membershipa. The Committee shall consist of not less than three members, majority of which should be non-executive Directors.b. The chairman of the Committee shall be appointed by the Board from the non-executive Directors.c. If a member of the Committee resigns, dies or for any other reasons ceases to be a member with the result that the

number of members is reduced to below three, the Board shall, within three months of that event, appoint suchnumbers as may be required to make up the minimum number of three members.

Authoritya. 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 employees and all employees are directed to co-operate with any requestmade by the Committee.

b. The Committee is authorised by the Board to obtain outside legal and other independent professional advice andto secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

FunctionsThe functions of the Committee shall be:a. to review with the external auditor:

- the audit plan- the evaluation of the system of internal accounting controls- the scope and results of any audit procedures- the audit report- the assistance given by the Company’s officers to the auditors- the financial statements of the Company and Group and thereafter to submit them to the Directors of the

Company- any related party’s transactions that may arise within the Company or Group, and

b. to consider and recommend to the Board the nomination of external auditorsc. to review the internal audit plan, consider significant findings and management’s response and report to the Board

together with such other functions as may be agreed to by the Committee and the Board.

Attendance at Meetinga. The Managing Director, the Executive Directors, any other Board Members, General Managers or any other senior

executives as may be requested by the Committee and a representative of the external auditors shall normally attendmeetings. However, at least once a year the Committee shall meet with external auditors.

b. Any two members of the Committee present at the meeting shall constitute a quorum.c. The Company Secretary shall be Secretary of the Committee.

Frequency of Meetingsa. Meetings shall be held not less than two times a year.b. The external auditors may request a meeting if they consider that one is necessary.

ReportingThe agenda shall be prepared by the Company Secretary and circulated to the Committee prior to each meeting.

The Company Secretary shall be responsible for keeping minutes of the Committee and circulate them to all membersof the Board.

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audit committee

NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of the Company will be held at Dewan Berjaya, BukitKiara International Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on the 15th dayof March, 2000 at 10.00 a.m. for the following purposes:-

AGENDA

1. To receive and adopt the Audited Accounts for the financial year ended 31st October 1999 together with Reports of theDirectors and Auditors thereon. Resolution 1

2. To approve the payment of a First and Final Dividend of 6% Tax-Exempt in respect of the financial year ended 31st October 1999.Resolution 2

3. To re-elect the following Directors retiring pursuant to Article 97 of the Company’s Articles of Association:-

3.1 Mr Tan Kim Lai Resolution 33.2 Mr Cheang Kam Hong Resolution 4

4. To re-elect Encik Samad bin Junai retiring pursuant to Article 102 of the Company’s Articles of Association. Resolution 5

5. To re-appoint Messrs. BDO Binder as Auditors of the Company and to authorise the Directors to fix their Remuneration.Resolution 6

6. As Special Business:-To consider and if thought fit, to pass the following Ordinary Resolution:

Authority to issue and allot shares"That, subject to the Companies Act, 1965, Articles of Association of the Company and approvals from the Kuala LumpurStock Exchange and other Governmental or regulatory bodies, full authority be and is hereby given to the Board of Directorspursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the capital of the Company at any time uponsuch terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit, providedthat the aggregate number of shares to be issued pursuant to this resolution does not exceed ten percentum (10%) of the issuedshare capital of the Company for the time being and that the Directors be and are also empowered to obtain approval from theKuala Lumpur Stock Exchange the listing of and quotation for the additional shares so issued and that such authority shallcontinue in force until the conclusion of the next Annual General Meeting of the Company."

Resolution 7

7. To transact any other business for which due notice has been given.

BY ORDER OF THE BOARD

TAN KIM CHIN, MIA 3620LIM HOOI MOOI, MAICSA 0799764

Kuala Lumpur28 February 2000

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notice of annual general meeting

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notice of annual general meeting (CONT’D)

NOTICE IS ALSO HEREBY GIVEN THAT the register of members will be closed from Monday, the 27th March 2000 toTuesday, the 28th March 2000, both dates inclusive to determine shareholders entitlement to the dividend payment.

A First and Final Dividend of 6% Tax-Exempt in respect of the financial year ended 31st October 1999, if approved , will be paidon 7th April 2000 to shareholders whose names appear in the record of depositors on 24th March 2000.

A depositor shall qualify for entitlement only in respect of:-

(a) Shares transferred into the depositor’s securities account before 12.30p.m., Friday, 24th March 2000 in respect of ordinarytransfers.

(b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala LumpurStock Exchange.

Explanatory Note on Item 7 of the Agenda

Resolution pursuant to Section 132D of the Companies Act, 1965.

The Ordinary Resolution proposed under Agenda 7, if passed, will empower the Directors to allot and issue shares not exceeding10% of the issued capital of the Company for such purposes as the Directors consider would be in the interest of the Company.This authority unless revoked or varied by the Company in the general meeting, will expire at the next Annual General Meeting orthe expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier.

NOTES:

1. The proxy may but does not need to be a member of the Company.

2. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company at Suite 1701, 17th Floor,Wisma Hamzah-Kwong Hing, No. 1 Leboh Ampang, 50100 Kuala Lumpur not less than 48 hours before the time set for holding themeeting.

3. A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting and where a member appointsmore than one proxy, the appointments shall be invalid unless he/she specifies the proportions of his/her shareholdings to be representedby each proxy.

4. If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.

I/We I.C./Passport/Company No. of

being a member/members of the abovenamed Company hereby appoint

I.C./Passport No. of

or failing him, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Fifth Annual General Meeting of theCompany to be held at Dewan Berjaya, Bukit Kiara International Equestrian & Country Resort, Jalan Bukit Kiara, Off JalanDamansara, 60000 Kuala Lumpur on 15th March 2000 at 10.00am and at any adjournment thereof.

For Against

Resolution 1 To receive and adopt the Audited Accounts for the financial year ended 31 October 1999 together with Reports of the Directors and Auditors thereon.

Resolution 2 To approve the payment of a first and final dividend of 6% tax exempt in respect of the financial year ended 31 October 1999.

Resolution 3 To re-elect Mr. Tan Kim Lai, the director retiring pursuant to Article 97 of the Company’s Articles of Association.

Resolution 4 To re-elect Mr. Cheang Kam Hong, the director retiring pursuant to Article 97 of the Company’s Articles of Association.

Resolution 5 To re-elect En. Samad bin Junid retiring pursuant to Article 102 of the Company’s Articles of Association.

Resolution 6 To re-appoint Messrs. BDO Binder, as Auditors of the Company and to authorise the Directors to fix their remuneration.

Resolution 7 Special Business - Ordinary Resolution 1

My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:

Signature of Shareholder(s)

Dated this day of 2000

Notes:1. The proxy may but does not need to be a member of the Company.2. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company at Suite 1701, 17th Floor, Wisma

Hamzah-Kwong Hing, No. 1 Leboh Ampang, 50100 Kuala Lumpur, not less than 48 hours before the time for holding the meeting.3. A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting and where a member appoints more

than one proxy, the appointments shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.4. If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.

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form of proxy

KUMPULAN H & L HIGH-TECH BERHAD Company No. 317805-V(Incorporated in Malaysia)

Number of Shares Held

1999 kumpulan h & l hightech berhad - insage · the group is currently working towards...

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