EKRAN BERHAD - National University of Singaporelibapps2.nus.edu.sg/nus_hl/ekran2000.pdf · Panama...

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2Notice of Annual General Meeting

4Group Financial Highlights

5Corporate Information

6Board of Directors

7Audit Committee

8Chairman’s Statement

12Group Structure

13Financial Statements

66List of Properties Owned

68Analysis of Shareholders

Form of Proxy

C O N T E N TS

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NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of the Company be convened

and held at Ballroom I, Santubong Kuching Resort, Jalan Santubong, 93748 Kuching, Sarawak

on Friday, 15 December 2000 at 11.30 a.m. for the following purposes:

(Resolution No. 1)

(Resolution No. 2)

(Resolution No. 3)

(Resolution No. 4)

(Resolution No. 5)

(Resolution No. 6)

1. To receive and adopt the Audited Accounts for the year ended 30 June 2000, and the Reports

of the Directors and Auditors thereon.

2. To re-elect Mr Peter Ling Ee Kong who retires in accordance with Article 98 of the Company’s

Articles of Association, as Director of the Company.

3. To re-elect Senator Datuk William Lau Kung Hui who retires in accordance with Article 98 of

the Company’s Articles of Association, as Director of the Company.

4. To approve the payment of Directors’ fees.

5. To re-appoint Messrs Arthur Andersen & Co. as Auditors of the Company and to authorise the

Directors to fix their remuneration.

6. As special business to consider and, if thought fit, pass with or without any modifications,

the following ordinary resolution:

“THAT pursuant to Section 132D of the Companies Act, 1965, Articles of Association of the

Company and the Listing Requirements of the Kuala Lumpur Stock Exchange, the Directors be

and are hereby empowered to issue shares in the Company, at any time and upon such terms

and conditions and for such purposes as the Directors may, in their absolute discretion, deem

fit, provided that the aggregate number of shares to be issued pursuant to this Resolution does

not exceed 10% of the issued capital of the Company for the time being and that the Directors

be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for

the listing of and quotation for the additional shares so issued and that such authority shall

continue in force until the conclusion of the next annual general meeting of the Company.”

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

By Order of the Board

YAP BEE LEE

Secretary

Kuala Lumpur

30 November 2000

N OT I C E O F A N N U A L G E N E R A L M E E T I N G

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NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend

and vote in his stead. A proxy need not be a member of the Company.

2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions

of his holding to be represented by each proxy.

3. The instrument appointing a proxy or proxies, in the case of an individual shall be signed by the appointer

or his attorney, and in the case of a corporation, either under seal or under the hand of an officer or attorney

duly authorised.

4. The instrument appointing a proxy or proxies must be deposited with the Company’s Share Registrars,

Panama Resources Sdn Bhd, No. 23, Jalan Sri Hartamas 7, Sri Hartamas, 50480 Kuala Lumpur not less

than 48 hours before the time for holding the meeting or any adjournment thereof.

5. Explanatory notes on special business:

The proposed resolution (6) if passed, will empower the Directors of the company to issue and allot shares

in the Company from time to time and for such purposes as the Directors consider would be in the interest

of the Company. This authority will, unless revoked or varied by the Company in general meeting expire at

the next annual general meeting of the Company.

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2000 1999 Change

(RM’000) (RM’000) (%)

PROFIT & LOSS ACCOUNT

Revenue 55,005 43,799 25.59

(Loss)/Profit before taxation (163,769) 142,525 (214.91)

(Loss)/Profit after taxation (163,956) 142,302 (215.22)

(Loss)/Profit attributable to shareholders (160,240) 142,302 (212.61)

RATIOS

(Loss)/Earnings per share (sen) (30) 28 (207.14)

Net tangible assets per share (RM) 2.31 2.64 (12.50)

BALANCE SHEET

Tangible assets employed 1,682,190 1,922,125 (12.48)

Shareholders’ funds 1,213,479 1,360,687 (10.82)

Net Tangible Assets Per Share (RM)

1.80

2.50

2.38

2.64

2.31

1996

1997

1998

1999

2000

Shareholders’ Funds (RM Million)

467.3

1,289.6

1,225.4

1,360.7

1,213.5

1996

1997

1998

1999

2000

(Loss)/Profit Before Taxation (RM Million)

196.4

(403.8)

(61.0)

142.5

(163.8)

1996

1997

1998

1999

2000

Revenue (RM Million)

556.3

516.0

292.0

43.8

55.0

1996

1997

1998

1999

2000

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BOARD OF DIRECTORS

Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing

(Executive Chairman)

Peter Ling Ee Kong

Dato’ Stanley Isaacs

Senator Datuk William Lau Kung Hui

Dr Regina Noran Nuruddin

John Ting Sie Chuong

AUDIT COMMITTEE


(Chairman)



COMPANY SECRETARY

Yap Bee Lee

FINANCIAL CONTROLLER

Sunny Khoo

REGISTERED OFFICE

16th Floor Wisma Ting Pek Khiing

No. 1 Jalan Padungan

93100 Kuching, Sarawak

Tel : (082) 236908

Fax : (082) 236922

SHARE REGISTRARS

Panama Resources Sdn Bhd

23 Jalan Sri Hartamas 7

Sri Hartamas

50480 Kuala Lumpur

Tel : (603) 6511120

Fax : (603) 6513121

AUDITORS

Arthur Andersen & Co.

Public Accountants

Level 23A, Menara Milenium

Jalan Damanlela, Pusat Bandar Damansara

Damansara Heights

50490 Kuala Lumpur

PRINCIPAL BANKERS

Bumiputra-Commerce Bank Berhad

HSBC Bank Malaysia Berhad

Bank Utama Malaysia Berhad

Bayerische Landesbank Girozentrale

Overseas Union Bank (M) Berhad

Citibank Berhad

SOLICITORS

Shafee & Co

Chambers 25

No. 25 Jalan Tunku

Bukit Tunku

50480 Kuala Lumpur

Chor Pee Anwarul & Co

Suite 8-16-6, Level 16

Menara Olympia

8 Jalan Raja Chulan

50200 Kuala Lumpur

STOCK EXCHANGE LISTING

Main Board of the Kuala Lumpur

Stock Exchange

CO R P O R AT E I N FO R M AT I O N

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Top Row

Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing, Peter Ling Ee Kong, Dato’ Stanley Isaacs

Bottom Row

Senator Datuk William Lau Kung Hui, Dr Regina Noran Nuruddin, John Ting Sie Chuong

B OA R D O F D I R EC TO R S

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COMPOSITION

Dr Regina Noran Nuruddin (Chairman) – Independent Non-Executive Director

Senator Datuk William Lau Kung Hui – Independent Non-Executive Director

Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing – Executive Director

TERMS OF REFERENCE

Formation

In compliance with Section 15A and 344A of the KLSE Listing Requirements, the Audit Committee of the Company was

formed pursuant to a resolution passed by the Board of Directors on 25 July 1994.

Membership

The Audit Committee shall be appointed by the Board of Directors from among their number and shall comprise

not fewer than 3 members of whom a majority shall be independent non-executive directors of the Company or any

related corporation.

The members of the Audit Committee shall elect a Chairman from among their number who is not an executive director

or employee of the Company or any related corporation.

Functions

The function of the Audit Committee shall be:

a. to review with the auditors:

i. the audit plan;

ii. the maintenance of an effective internal accounting systems and controls therein;

iii. the audit report;

b. to review also:

i. the assistance given by the Company’s officers to the auditors;

ii. the scope and results of the internal audit procedures;

iii. the financial statement and annual report prior to submission to the Board of Directors;

iv. any related party transactions that may arise within the Company or the Group;

and

c. to recommend to the Board the appointment and remuneration of the external auditors.

AU D I T C O M M I T T E E

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On behalf of the Board of Directors, I am pleased

to present the Annual Report and Audited Accounts

of Ekran Berhad and the Group for the year ended

30 June 2000.

FINANCIAL PERFORMANCE

For the financial year under review, the Group registered

a loss after taxation of RM164.0 million as compared

to previous year’s profit after taxation of RM142.3

million. The loss after taxation for the current financial

year was mainly due to the losses incurred by the

construction sector, provision for diminution in value

of properties and investment in Philippines and

China and foreign exchange losses suffered by its

subsidiary in Philippines. Having adopted a prudent

approach, the Group had made adequate provision for

diminution in value of its investments in Philippines

and China. In addition to that, the Group’s resort and

gaming arm in Philippines had also suffered foreign

exchange losses due to the weak Peso resulting from

the prevailing political situation in Philippines.

The Company recorded a loss after taxation of

RM146.5 million compared to previous year’s loss

after taxation of RM148.4 million. The loss for the

current financial year was mainly due to provision for

doubtful debts of amount due from subsidiaries and

provision for diminution in value of investments in

Philippines and China.

DIVIDEND

The Directors do not recommend any dividend to be

declared for the year ended 30 June 2000.

REVIEW OF OPERATIONS

Oil Palm Plantation

Ekran’s oil palm plantation located in Ulu Belaga,

Sarawak covers an area of 28,600 acres. The Phase I

development covering an area of 3,600 acres started

in 1997 and the first harvest is expected in a few

months’ time. Phase II of the development covering

an area of 5,000 acres with the planting of seedlings

is nearing completion by the end of this year.

C H A I R M A N’S STAT E M E N T

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The Phase III development (another 5,000 acres) is

at its final planning stage and the nursery had been

set up for this phase. The balance of the plantation

will be developed progressively.

Bakun Hydro-Electric Corporation Sdn Bhd

On 10 August 1999, Bakun Hydro-Electric Corporation

Sdn Bhd (“BHC”) signed the Relinquishment of

Project Rights and Assets Sale Agreement with the

Government of Malaysia and the shareholders of

BHC for a total consideration of RM850,000,000

(net of the consideration amount for BHC’s equity of

RM100,000,000) for BHC to undertake the following

in relation to the Bakun Project:-

(i) Renounce its rights to the Bakun Project to the

Government of Malaysia;

(ii) Transfer existing assets of the Bakun Project to

the Government of Malaysia; and

(iii) Settle existing liabilities of the Bakun Project.

At an Extraordinary General Meeting held on 17

November 1999, the shareholders of BHC approved

the proposed capital reduction scheme (“the Scheme”)

as follows:-

(i) Reduction of its issued and paid-up capital from

RM50,000,003 to RM500,000.03 by distributing

to the existing shareholders cash of 99 sen for

each ordinary share of RM1.00 each; and

(ii) Reduction of its share premium account from

RM49,625,000 to RM2,929,000 by distributing

to the existing shareholders cash of 93.392 sen

for each ordinary share of RM1.00 each.

The Scheme has been approved by the Kuala Lumpur

High Court and Registrar of Companies on 20 June

2000 and 25 July 2000 respectively.

Wembley Industries Holdings Berhad

On 14 December 1999, Wembley Industries Holdings

Berhad (“Wembley”) announced the following proposals:-

(i) a proposed debt restructuring involving the

issue of RM606.396 million nominal value of

1% irredeemable convertible unsecured loan

stock (“ICULS”) at 100% of its nominal value as

full and final settlement of the loans and amounts

due by Wembley and its two subsidiaries, namely

Plaza Rakyat Sdn Bhd and Wembley I.B.A.E.

Sdn Bhd amounting to RM606.406 million; and

(ii) a proposed rights issue of 144,475,000 new

ordinary shares of RM1.00 each together with

144,475,000 detachable warrants on the basis

of one (1) ordinary share with one (1) detachable

warrant for every existing ordinary share held

at an issue price of RM1.00 per share.

The proposed debt restructuring would extinguish

Wembley group’s bank borrowings to be replaced by

the much lower interest-bearing ICULS. The proposed

rights issue together with warrants would raise the

necessary funding for the Group to part finance the

development of the Plaza Rakyat Project. The above

proposals are pending the approval of the Securities

Commission and the shareholders of Wembley.

Currently, construction works for the development

of the Plaza Rakyat Project are progressing at a

slower pace. The construction works remain focus

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on the completion of the inter-state bus and taxi

terminal, the retail podium and the budget hotel

whilst the other components such as the office tower,

service apartment and the 4-star hotel have been

rescheduled for future development.

The successful implementation of the proposed debt

restructuring and the proposed rights issue would

enable the company to expedite the completion of

the current development of the Plaza Rakyat Project

to commence generating profit for the group.

CORPORATE DEVELOPMENTS

Subscription Agreements with AppleleafInvestments Limited and Classic Gold AssetsLimited

On 25 July 1997, Ekran entered into two subscription

agreements to subscribe for new shares in Appleleaf

Investments Limited (“Appleleaf”) for a subscription

sum of RM668.85 million and in Classic Gold Assets

Limited (“Classic Gold”) for a subscription sum of

RM255.6 million amounting to a total subscription

sum of RM924.45 million (“Proposed Subscriptions”).

A refundable deposit of RM92.445 million equivalent

to 10% of the total subscription sum was disbursed

to Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan

Sri Ting”) who is the beneficial owner of Appleleaf

and Classic Gold.

Appleleaf and Classic Gold had on 24 July 1997,

entered into conditional share sale agreements with

Tan Sri Ting for the former to acquire 49% equity

interest in PWE Industries Berhad for RM668.85

million and 32.29% equity interest in Granite Industries

Berhad for RM255.6 million for a total cash

consideration of RM924.45 million.

On 28 October 1997, Ekran entered into the first

supplementary agreements with Appleleaf and

Classic Gold wherein the total subscription sum

of RM924.45 million was revised downwards to

RM730.5 million and a further sum of RM620.494

million was disbursed to Tan Sri Ting making a total

refundable disbursement sum of RM712.939 million.

On 2 December 1998, Ekran entered into the second

supplementary agreements with Appleleaf and

Classic Gold wherein the total subscription sum of

RM730.5 million was further revised downwards to

RM438.2 million.

On 29 June 2000, simultaneously with the signing

of the Settlement Agreement as mentioned below,

Ekran entered into two termination agreements

with Appleleaf and Classic Gold to terminate the

subscriptions agreements dated 25 July 1997 and

the supplementary agreements dated 27 October

1997 and 2 December 1998 respectively.

Settlement Agreement with Tan Sri Ting

On 29 June 2000, Ekran entered into a Settlement

Agreement with Tan Sri Ting wherein the latter will

repay a total refundable disbursement of RM712.939

million to Ekran in the manner as detailed in the

Directors’ Report.

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Proposed Acquisition of 30% Equity Interest inSite Capital Sdn Bhd

On 8 October 1999, Ekran entered into a conditional

share sale agreement (“Share Sale Agreement”) with

Cambridge Capital Sdn Bhd to acquire 30% equity

interest in Site Capital Sdn Bhd (“Site Capital”) for a

cash consideration of RM12,000,000. In conjunction

with the Share Sale Agreement, Ekran also entered into

a Call Option Agreement with other shareholders of

Site Capital (“the Grantors”) wherein the Grantors

grant Ekran the right to require the Grantors to jointly

sell up to 3,000,000 ordinary shares equivalent to

another 30% equity interest in Site Capital within nine

months from the date of the Call Option Agreement

at RM4.00 per share.

The Company’s original intention is to acquire a

controlling interest of 60% in Site Capital via the

Call Option Agreement. Since the approval of the

Foreign Investment Committee for the proposed

acquisition of 30% equity interest in Site Capital

remains outstanding, the Company is now not keen

to participate in Site Capital. Moreover, the Call Option

Agreement had lapsed on 8 July 2000 and as such,

the Company proposed to terminate the Share Sale

Agreement.

PROSPECTS

The Group as a whole is optimistic of better

performance in the coming year in view of the overall

improving economic situation in the country.

The Company is aggressively pursuing certain large

infrastructure construction contracts in the country.

We have tendered for contracts worth approximately

RM600 million and are in the process of final

negotiations with the relevant authorities.

ACKNOWLEDGEMENT

Before I conclude, I take the opportunity to express the

Board’s appreciation and thanks to the management,

staff and business associates for their support,

dedication and understanding towards the well being

of the Company.

TAN SRI DATO’ PADUKA (DR) TING PEK KHIING

Executive Chairman

14 November 2000

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Ekran Logging Sdn Bhd (270225-U)

Ekran Timber & Sawmill Sdn Bhd (381750-D)

Ekran Project Management Sdn Bhd (260993-A)

Saeaga Airlines Sdn Bhd (363920-H)

Woodhouse Sdn Bhd (34216-T)

Bakun Management Sdn Bhd (300477-T)

Ekran Plantations Sdn Bhd (346035-T)

Interstate Budget Resort Management Sdn Bhd (259214-A)

Maya Mewah (M) Sdn Bhd (246115-X)

Ekran Holdings (Philippines), Inc. (AS094003513)

Ekran Services, Inc. (A199602175)

Sino Malaysia Art & Culture Co Ltd (0314716)

Langkasuka Marina Development Sdn Bhd (435755-U)

Bakun Hydro-Electric Corporation Sdn Bhd (292134-P)

Wembley Industries Holdings Berhad (25503-A)

NAME OF SUBSIDIARIES AND ASSOCIATED COMPANIES

100%

70%

60%

42.67%

32.82%

EKRAN BERHAD(224747-K)

Incorporated in Malaysia

G R O U P ST R U C T U R E

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14Directors’ Report

27Statement by Directors

27Statutory Declaration

28Auditors’ Report

30Balance Sheets

31Consolidated Statement of Changes in Equity

32Statement of Changes in Equity

33Income Statements

34Consolidated Cash Flow Statement

36Cash Flow Statement

38Notes to the Accounts

F I N A N C I A L STAT E M E N TS

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D I R EC TO R S ’ R E P O RT

The directors hereby submit their report together with the audited accounts of the Company and of the

Group for the financial year ended 30 June 2000.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management services

to companies in the Group.

The principal activities of the subsidiaries are described in Note 13 to the accounts.

There were no significant changes in these principal activities during the financial year.

RESULTS

Group Company

RM’000 RM’000

Loss for the year 160,240 146,492

DIVIDENDS

No dividends have been paid or declared by the Company since the end of the previous financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than as

disclosed in the income statements, statement of changes in equity and Note 23 to the accounts.

BAD AND DOUBTFUL DEBTS

Before the income statements and balance sheets were made out, the directors took reasonable steps

to ascertain that action had been taken in relation to the writing off of bad debts and the making of

provision for doubtful debts and are satisfied that all known bad debts had been written off and that

adequate provision had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances that would render the

amount written off for bad debts or the amount of provision for doubtful debts in the accounts of the

Company and of the Group inadequate to any substantial extent.

CURRENT ASSETS

Before the income statements and balance sheets were made out, the directors took reasonable steps

to ensure that any current assets which were unlikely to be realised in the ordinary course of business

their values as shown in the accounting records of the Company and of the Group have been written

down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the

values attributed to the current assets in the accounts of the Company and of the Group misleading.

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D I R E C T O R S ’ R E P O R T

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which

render adherence to the existing methods of valuation of assets or liabilities of the Company and of the

Group misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

At the date of this report, there does not exist:

(a) any charge on the assets of the Company or of the Group which has arisen since the end of the

financial year which secures the liabilities of any other person; or

(b) any contingent liability of the Company or of the Group which has arisen since the end of the

financial year.

No contingent or other liability has become enforceable or is likely to become enforceable within the

period of twelve months after the end of the financial year which, in the opinion of the directors, will or

may substantially affect the ability of the Company or of the Group to meet their obligations when they

fall due.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in

this report or the accounts of the Company and of the Group which would render any amount stated in

the accounts misleading.

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Company and of the Group during the financial year were not, in the opinion

of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

There has not arisen in the interval between the end of the financial year and the date of this report any

item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect

substantially the results of the operations of the Company or of the Group for the financial year in which

this report is made.

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SIGNIFICANT AND SUBSEQUENT EVENTS

1. On 8 October 1999, the Company entered into a share sale agreement with Cambridge Capital

Sdn. Bhd. to acquire, subject to the approval of the relevant authorities, 3,000,000 ordinary shares

of RM1.00 each representing 30% of the issued and paid-up share capital of Site Capital Sdn.

Bhd. (“Site Capital”) for cash consideration of RM12,000,000.

In conjunction with the above share sale agreement, the Company also entered into a Call Option

Agreement with Premier Pact Sdn. Bhd., Ong Lam Hoe, Tan Tiong Liang @ Tan Chung Liang and

Nobel Pang Paul Gen (collectively “the Grantors”) wherein the Company can exercise its right to

require the Grantors to sell up to 3,000,000 ordinary shares in Site Capital within 9 months from the

date of the Call Option Agreement at a price of RM4.00 per share.

Subsequent to year-end, the Company has decided to terminate the share sale agreement and

call option agreement.

2. The sale and purchase agreement dated 2 December 1998 entered into between the Company

and Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan Sri Ting”) for the acquisition of 60% equity

interest in Amal Bakti Sdn. Bhd. (“Amal Bakti”) which holds 99.99% equity interest in Upen Securities

Sdn. Bhd. for a cash consideration of RM45 million had lapsed.

Pursuant to the lapse, Tan Sri Ting signed a share sale agreement with Kuala Lumpur City

Corporation Berhad (“KLCC”) together with other shareholders of Amal Bakti on 11 July 2000 in

relation to the sale of his interest in Amal Bakti Sdn. Bhd. to KLCC. Under this agreement, Tan Sri

Ting has caused and authorised KLCC to pay cash of RM45.0 million directly to the Company as

and when it falls due. This cash payment forms part of the terms in the Settlement Agreement

dated 29 June 2000 as set out in paragraph 3(ii) below.

3. On 21 July 2000, the financial advisor announced on behalf of the Company the following

agreements and proposals:

• The Termination Agreements dated 29 June 2000 entered into between the Company, Appleleaf

Investments Limited (“Appleleaf”) and Classic Gold Assets Limited (“Classic Gold”) (“Termination

Agreements”);

• The Settlement Agreement dated 29 June 2000 and the Supplemental Agreement dated

20 July 2000 entered into between Tan Sri Ting and the Company (“Settlement Agreement”);

• The proposed revised utilisation of the proceeds from the rights issue and the bond issue

implemented by the Company in 1997 (“Proposed Revised Utilisation”).


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SIGNIFICANT AND SUBSEQUENT EVENTS (Cont’d.)

(i) Termination Agreements

The Company had, on 25 July 1997, entered into two subscription agreements to

subscribe for new shares in Appleleaf for a subscription sum of RM668.9 million and in

Classic Gold for a subscription sum of RM255.6 million amounting to a total subscription

sum of RM924.4 million (“Proposed Subscriptions”). The two subscription agreements

were subsequently terminated on 29 June 2000. With the termination of the subscription

agreements, Tan Sri Ting and the Company agreed that the RM712.9 million disbursed

to Tan Sri Ting pursuant to the Proposed Subscriptions be settled via the Settlement

Agreement dated 29 June 2000 as set out in paragraph 3(ii) below.

(ii) Settlement Agreement

On 29 June 2000, the Company entered into a settlement agreement with Tan Sri Ting

wherein Tan Sri Ting will repay the total refundable disbursement of RM712.9 million

(“Aggregate Amount”) to the Company as follows:

Amount

RM’000

(a) Tan Sri Ting shall inject assets with a value equivalent to

RM200.0 million into the Company.

(b) Tan Sri Ting has caused and authorised Global Upline

Sdn. Bhd. (“Global Upline”) to pay cash of RM37.6 million

directly to the Company in relation to Tan Sri Ting’s sale

of his 32% equity interest in PWE Industries Berhad to

Global Upline.

(c) Tan Sri Ting has caused and authorised Kuala Lumpur City

Corporation Berhad (“KLCC”) to pay cash of RM45.0 million

directly to the Company in relation to the sale of his interest

in Amal Bakti Sdn. Bhd.

(d) Tan Sri Ting agreed that a sum of RM230.6 million via the

acquisition by the Company of 60% equity interest in

Langkasuka Marina Development Sdn. Bhd. (“Langkasuka

Marina”) from Jutaan Meriang Sdn. Bhd. (“Jutaan”) shall

be set-off against the Aggregate Amount. Jutaan has

authorised the Company to pay the total consideration

sum to Tan Sri Ting via a letter dated 22 June 1998.

The Company had, on 22 June 1998, entered into an

agreement to acquire 60% equity interest in Langkasuka

Marina for a consideration of RM300.0 million, subject

to a valuation by professional valuers (“Acquisition of

Langkasuka Marina”)

200,000

37,632

45,000

230,600

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(ii) Settlement Agreement (Cont’d.)

Amount

RM’000

(e) Tan Sri Ting shall pay cash of RM50.0 million to the

Company on or before 31 July 2000. As at the date of

this report, this payment has not been received by

the Company.

(f) Tan Sri Ting shall pay the balance of RM149.7 million (after

taking into account the repayments from paragraphs a to

e above) (“Balance Sum”) at the times and in the manner

stated below and further undertakes that he shall, if

necessary, obtain a loan sufficient to ensure that the

instalments below are paid to the Company as stipulated:

Instalment Date of payment Amount

RM

1st 31 March 2001 37,426,750

2nd 30 June 2001 37,426,750

3rd 30 September 2001 37,426,750

4th 31 December 2001 37,426,750

149,707,000

712,939

Other major salient terms of the Settlement Agreement are as follows:

• In the event the consideration for the Acquisition of Langkasuka Marina is revised,

the amount payable under the Balance Sum shall be revised accordingly.

• Tan Sri Ting agrees and undertakes that, in the event the valuation of the Port

Langkasuka Marina Project which is owned by Langkasuka Marina Development

Sdn. Bhd. falls below the consideration sum of RM300.0 million, Tan Sri Ting shall

make good any shortfall in the valuation.


50,000

149,707

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(iii) Utilisation of proceeds from the rights and bond issues which were implemented

in June and July 1997 and the subsequent Proposed Revised Utilisation

As already disclosed in the previous year’s Directors’ Report, part of the proceeds

from the issues of shares, bonds and warrants was used for purposes other than as

originally approved by the Securities Commission (“SC”) as these proceeds were no

longer required for such approved purposes due to changes in circumstances

subsequent to the receipts of the proceeds. The approved utilisation, actual utilisation

and the proposed revised utilisation are set out as follows:

Approved Proposed

utilisation Actual revised

in 1997 utilisation utilisation

RM’000 RM’000 RM’000

(a) Repayment of borrowings utilised

to acquire 47,417,000 ordinary

shares of RM1.00 each in Wembley

Industries Holdings Berhad (“WIHB”).

(b) Repayment of other bank borrowings.

The higher loan repayment was

made due to the demand for

repayment of borrowings made

by financial institutions and to

avoid any litigation.

(c) To substantially finance the

subscription of the Company’s

entitlement to the then proposed

rights issue of WIHB. The proposed

rights issue of WIHB approved by the

SC in May 1997 was not implemented

due to the capital market sentiments

in 1997.

(d) Subscription of 21,333,334 ordinary

shares of RM1.00 each at RM2.00

per share in BHC under the initial

subscription under BHC shareholders’

agreement dated 17 April 1997. The

balance of RM617.3 million from the

proceeds from the Rights Issue and

the RM300.0 million from the Bond

Issue was not utilised for further

subscription of new BHC shares due

to deferment of the Bakun Project by

the Government and the subsequent

take-over of the Bakun Project by

the Minister of Finance Incorporated

(“MOF Inc.”).


273,000 243,166 243,166

197,000 278,970 278,970

155,572 – –

960,000 42,667 42,667

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in June and July 1997 and the subsequent Proposed Revised Utilisation (Cont’d.)

Approved Proposed



RM’000 RM’000 RM’000

(e) Utilised for working capital.

(f) Expenses for the Rights Issue and

the Bond Issue.

(g) Advances made to WIHB. As the

WIHB Group required funds

urgently to finance its operation in

particularly the development of the

Plaza Rakyat Project, advances

were made to the WIHB Group

to meet its obligations. As a result

of this and the then economic

slowdown, WIHB decided to

defer the construction of certain

components of the Plaza Rakyat

Project. However, certain parts of

the Plaza Rakyat Project were

continued in order to strengthen the

retaining wall around the project.

(h) Buy-back of RM300.0 million

nominal value of Bond Issue. The

proceeds from the Bond Issue

were intended to part finance

the Company’s subscription of

new shares in BHC. In view of the

Federal Government’s decision to

defer and subsequently MOF Inc.’s

take-over of the Bakun Project, the

Company was no longer required to

proceed with further subscription

of new BHC shares.


159,145 173,507 173,507

21,000 23,157 23,157

– 67,405 67,405

– 223,906 223,906

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Approved Proposed



RM’000 RM’000 RM’000

As the Company had not then

identified any alternative investment

opportunities, the Board of Directors

decided to utilise the proceeds

raised from the Bonds Issue to

buy back the Bonds as a means

of extinguishing the debt. The

Company successfully bought

back the entire RM300.0 million

nominal value of Bonds from market

at a cost of RM223.9 million. Bank

Negara Malaysia and SC had, on

18 April 1998 and 22 April 1998

approved the buy-back of the

entire Bonds. The Bonds were

cancelled on 30 April 1998 and

removed from the Official List of

the KLSE on 18 May 1998.

(i) Disbursements made to Tan Sri

Ting in respect of the Proposed

Subscriptions which have been

terminated. A Settlement Agreement

for the repayment was signed with

Tan Sri Ting on 29 June 2000.

(j) Acquisition of Langkasuka Marina.

(k) Proposed injection of assets by Tan

Sri Ting.

(l) Proposed utilisation for working

capital of the Group pursuant

to the cash to be received from

Tan Sri Ting.


– 712,939 –

– – 230,623

– – 200,000

– – 174,899

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Approved Proposed



RM’000 RM’000 RM’000

(m) Proposed subscription of new

shares in the proposed rights

issue of WIHB on the basis of one

new share for every one existing

share held at RM1.00 per share

pursuant to WIHB’s proposed debt

restructuring exercise pursuant


Tan Sri Ting.

(n) Proposed additional repayments

of bank borrowings pursuant to

the cash to be received from

Tan Sri Ting.

1,765,717 1,765,717 1,765,717

The Proposed Revised Utilisation is subject to the approval of the SC and the

shareholders of the Company.

With reference to Note (g) above, despite the possible non-compliance with Section

133A of the Companies Act, 1965, the Company decided to advance to WIHB and its

subsidiary using the rights issue proceeds and internally generated funds of RM96.9

million (1999: RM96.1 million) to continue the critical part of the Plaza Rakyat Project.

The advances made to WIHB and its subsidiary will be repaid via the issue of

irredeemable convertible unsecured loan stocks under WIHB’s proposed debt

restructuring exercise, which is now pending the approvals of the SC and shareholders

of WIHB.

EMPLOYEES’ SHARE OPTION SCHEME

The Employees’ Share Option Scheme (“ESOS”) of the Company was approved by the Securities

Commission on 14 August 1997 and the shareholders at an Extraordinary General Meeting held on

19 November 1997. The ESOS commenced on 31 March 1998 and will expire on 30 March 2003.

The main features of the ESOS are as follows:

(a) Eligible persons are employees of the Group (including executive directors) who are confirmed

and have been in the employment of the Group for at least one year of continuous service

including the service during the probation period.


– – 47,417

– – 60,000

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EMPLOYEES’ SHARE OPTION SCHEME (Cont’d.)

(b) The maximum number of shares which may be subscribed on the exercise of options under the

ESOS shall not be more than ten per centum of the total issued and paid-up ordinary share of the

Company at any point in time during the existence of the ESOS.

The movement in the options of the ESOS during the financial year are as follows:

Number of

options

As at 1 July 1999 50,718,000

Offered and accepted during the financial year 1,150,000

Exercised during the financial year (11,414,000)

Lapsed during the financial year (27,304,000)

As at 30 June 2000 13,150,000

The details of the cumulative options exercised and their remaining unexercised options as at the date

of this report are as follows:Cumulative Cumulative Number of Options

Number of options options options exercisedoptions exercised lapsed unexercised subsequent

Offer offered and as at as at as at to financialDate of offer price accepted 30.06.2000 30.06.2000 30.06.2000 year end

RM

13.04.1998 1.23 31,781,000 8,232,000 17,568,000 5,981,000 5,00020.04.1998 1.13 943,000 181,000 415,000 347,000 –18.09.1998 1.00 14,208,000 2,528,000 7,361,000 4,319,000 –22.10.1998 1.00 1,970,000 304,000 1,080,000 586,000 –06.01.1998 1.04 1,380,000 272,000 690,000 418,000 –06.05.1999 1.06 675,000 130,000 65,000 480,000 –07.07.1999 1.79 35,000 – – 35,000 –13.08.1999 1.46 265,000 6,000 – 259,000 –05.05.2000 1.40 262,000 – 125,000 137,000 –29.06.2000 1.03 588,000 – – 588,000 –

52,107,000 11,653,000 27,304,000 13,150,000 5,000

WARRANTS

The Ekran Berhad Warrants were allotted on 1 August 1997 and listed on the Kuala Lumpur Stock

Exchange on 22 August 1997. Each warrant entitles the holder the right to subscribe for one new

ordinary share of RM1.00 each in the Company at an exercise price of RM5.55 per share within five

years from the date of issue. The exercise price of the warrants are subject to adjustments from time to

time in accordance with the conditions stipulated in the Deed Poll dated 29 May 1997.

The number of warrants issued at the date of allotment are 64,285,822. No warrant has been exercised

to take up unissued shares of RM1.00 each in the Company during the financial year.

The Company has on 30 November 1998 announced the proposed extension of the option period for

the warrants from 5 years to 10 years, commencing 12 March 2002 and expiring on 12 June 2007. The

proposed extension of option period was approved by the Securities Commission but was subsequently

aborted due to inadequate quorum of warrant holders of the Company to approve the extension.


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DIRECTORS

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


Peter Ling Ee Kong




Ting Sie Chuong

In accordance with Article 98 of the Company’s Articles of Association, Senator Datuk William Lau

Kung Hui and Peter Ling Ee Kong retire at the forthcoming Annual General Meeting and being eligible,

offer themselves for re-election.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive a

benefit (other than the benefit included in the aggregate amount of emoluments received or due and

receivable by the directors as shown in the accounts or the fixed salary of a full time employee of the

Company) by reason of a contract made by the Company or a related corporation with the director or

with a firm of which he is a member or with a company in which he has a substantial interest other

than any deemed benefit arising from the transactions as referred to in this report and in Notes 22

and 28 to the accounts.

The following directors holding office at the end of the financial year were offered and have accepted

options to subscribe for the shares of the Company under the Company’s Employees’ Share Option

Scheme. The options which remained unexercised as at the end of the financial year were as follows:

Cumulative Number of

Number of options options

options exercised unexercised

Date of Offer offered and as at as at

offer price accepted 30.06.2000 30.06.2000

RM

Tan Sri Dato’ Paduka 13.04.98 1.23 378,000 150,000 228,000

(Dr) Ting Pek Khiing 18.09.98 1.00 122,000 48,000 74,000

Peter Ling Ee Kong 13.04.98 1.23 378,000 150,000 228,000

18.09.98 1.00 122,000 48,000 74,000

Ting Sie Chuong 13.04.98 1.23 302,000 120,000 182,000

18.09.98 1.00 98,000 19,000 79,000

Dato’ Stanley Isaacs 06.01.99 1.04 500,000 100,000 400,000

The options will expire on 30 March 2003.


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DIRECTORS’ INTERESTS

According to the register of directors’ share and warrant holdings, the interests of directors in office at

the end of the financial year in shares and warrants in the Company during the financial year were as

follows:

Number of Ordinary Shares of RM1.00 Each

At At

1 July 30 June

1999 Bought Sold 2000

Tan Sri Dato’ Paduka

(Dr) Ting Pek Khiing

– direct holding 207,739,667 – 39,815,808 167,923,859

– indirect holding – 213,667 – 213,667

Ting Sie Chuong

– direct holding – 172,016 – 172,016

Peter Ling Ee Kong

– direct holding – 198,000 100,000 98,000


– direct holding – 100,000 40,000 60,000

Number of Warrants

At At

1 July Bought/ 30 June

1999 exercised Sold 2000

Tan Sri Dato’ Paduka

(Dr) Ting Pek Khiing

– direct interest 19,662,328 – 14,774,000 4,888,328

– indirect interest 1,234,931 22,000 – 1,256,931

By virtue of his interest in the shares in the Company, Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing was

also deemed interested in the shares in the subsidiaries during the financial year to the extent that

Ekran Berhad has an interest.

Other than the above, the directors in office at the end of the financial year did not have any interest in

the shares in the Company or its related companies during the financial year.


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NUMBER OF EMPLOYEES AND REGISTERED OFFICE

The average number of employees in the Group was 100 in 2000 and 159 in 1999. The registered office

of the Company is located at Level 16, Wisma Ting Pek Khiing, No. 1, Jalan Padungan, Kuching,

Sarawak.

AUDITORS

Arthur Andersen & Co. retire and have indicated their willingness to accept re-appointment.

Signed on behalf of the Board

in accordance with a resolution

of the directors


PETER LING EE KONG

Kuala Lumpur

25 October 2000


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We, TAN SRI DATO’ PADUKA (DR) TING PEK KHIING and PETER LING EE KONG, being two of the

directors of EKRAN BERHAD, do hereby state that, in the opinion of the directors, the accompanying

balance sheets of the Company and of the Group as at 30 June 2000 and the statements of changes in

equity, income and cash flow statements of the Company and of the Group for the year then ended,

together with the notes thereto, give a true and fair view of the state of affairs of the Company and of the

Group as at 30 June 2000 and of the results of the Company and of the Group and cash flows of the

Group for the year then ended, and have been properly drawn up in accordance with applicable

approved accounting standards in Malaysia.

Signed on behalf of the Board

in accordance with a resolution

of the directors


PETER LING EE KONG

Kuala Lumpur

25 October 2000

I, TAN SRI DATO’ PADUKA (DR) TING PEK KHIING, the director primarily responsible for the financial

management of EKRAN BERHAD, do solemnly and sincerely declare that the accompanying balance

sheets of the Company and of the Group as at 30 June 2000 and the statements of changes in equity,

income and cash flow statements of the Company and of the Group for the year then ended, together

with the notes thereto are, to the best of my knowledge and belief correct, and I make this solemn

declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory

Declarations Act, l960.

Subscribed and solemnly declared )

by the abovenamed TAN SRI DATO’ )

PADUKA (DR) TING PEK KHIING at )

Kuala Lumpur in Wilayah Persekutuan )

on 25 October 2000 )

Before me:

TEONG KIAN MENG

Commissioner for Oaths

STAT E M E N T BY D I R EC TO R S

TAN SRI DATO’ PADUKA (DR)

TING PEK KHIING

STAT U TO RY D EC L A R AT I O N

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To the Shareholders of EKRAN BERHAD

We have audited the accounts of EKRAN BERHAD (“the Company”) and the consolidated accounts of

EKRAN BERHAD AND ITS SUBSIDIARIES (“the Group”) as at 30 June, 2000. These accounts are the

responsibility of the Company’s directors. Our responsibility is to express an opinion on these accounts

based on our audit.

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those

standards require that we plan and perform the audit 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 accounting

principles used and significant estimates made by the directors, as well as evaluating the overall

accounts presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:

1. As explained in Note 30(3)(iii) to the accounts and also as reported in our reports dated 4 December,

1998 and 26 November 1999, the approval from the Securities Commission (“SC”) to revise the

utilisation of the proceeds from the issue of shares, bonds and warrants in June and July 1997 has

not yet been obtained. The management utilised the proceeds to repay existing loans, as working

capital and made payments to the director in relation to the proposed subscriptions of shares in

two companies as noted below:

Approximately RM712.9 million was paid to a director as part payment for the Proposed

Subscriptions of shares as disclosed in Note 30(3)(i) to the accounts. The payments were reduced

to RM482.3 million as at 30 June 1999. In view of the economic condition in 1999, the Proposed

Subscriptions was revised downwards to RM438.2 million but was subsequently terminated on

29 June 2000. A Settlement Agreement to repay the entire RM712.9 million was entered into with

the director on 29 June 2000 involving, inter alia, injection of assets, sale of shareholdings in

companies for cash to be directly injected into the Company and cash instalment payments, as

disclosed in Note 30(2)(ii) to the accounts.

The Company is still in the process of preparing applications to the relevant authorities for approval

of the revised utilisation of proceeds and Settlement Agreement.

The recoverability of the amount advanced of RM712.9 million is dependent on the finalisation and

successful completion of the Settlement Agreement.

2. As disclosed in Notes 8 and 30(3)(iii) to the accounts, the advances to an associated company,

Wembley Industries Holdings Berhad and its subsidiary, amounting to RM96.9 million appears not

to be in compliance with the provisions of the Companies Act, 1965, in relation to advances to

persons connected with a director of the Company. It should be noted that this director has no

direct interest in the said associated company. However, the associated company is deemed

connected persons by virtue of the director’s interests in them via his interest in shares in the

Company.

A U D I TO R S ’ R E P O RT

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3. As disclosed in Note 13 to the accounts, the Company has acquired a 60% equity interest in

Langkasuka Marina Development Sdn. Bhd. (“LMDSB”) for a total consideration of RM300.0 million.

The approvals of the relevant authorities have not been obtained for the acquisition todate. The

accounts of LMDSB has been consolidated with the Company’s accounts as substantial payments

have been made and full control of LMDSB obtained. The consolidation of LMDSB is not in

compliance with Malaysian Accounting Standards 2 as final approvals have not been obtained

todate.

4. As disclosed in Note 13 to the accounts, the directors intend to dispose of the investment in a

property development company back to the previous owner. The accounts of this subsidiary was

deconsolidated in the previous year as the intention to hold the subsidiary for long term investment

has changed. The realisability and subsequent recoverability of this investment is dependent on

the completion of the Sale and Purchase Agreement.

In view of the significance of the matters described in paragraphs (1) to (4) above, which could result

in adjustments being made to certain amounts and the classification of assets and liabilities in the

accounts of the Company and the Group, the outcome of which is uncertain at the date of this report,

we are unable to form an opinion as to whether the accounts give a true and fair view of the state of

affairs of the Company and of the Group as at 30 June 2000 and of the results of the Company and of

the Group and cash flows of the Group for the year then ended.

In our opinion,

(a) except for the matter disclosed in paragraph (3) above, the accounts have been properly drawn

up in accordance with the provisions of the Companies Act, 1965 and applicable approved

accounting standards in Malaysia; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company

and its subsidiaries of which we have acted as auditors have been properly kept in accordance

with the provisions of the Act.

We have considered the accounts and auditors’ reports of the subsidiaries of which we have not acted

as auditors, as indicated in Note 13 to the accounts, being accounts that have been included in the

consolidated accounts. We are satisfied that the accounts of the subsidiaries that have been consolidated

with the Company’s accounts are in form and content appropriate and proper for the purposes of the

preparation of the consolidated accounts and we have received satisfactory information and explanations

required by us for these purposes.

The audit reports on the accounts of the subsidiaries were not subject to any qualification or adverse

comment made under subsection (3) of Section 174 of the Act.

ARTHUR ANDERSEN & CO. ABRAHAM VERGHESE A/L T.V. ABRAHAM

No. AF 0103 No. 1664/10/02(J)

Public Accountants Partner of the Firm

25 October 2000

A U D I T O R S ’ R E P O R T

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Group Company

Note 2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

CURRENT ASSETS

Cash and bank balances 955 2,214 167 406

Deposits with licensed

banks 3,547 19,221 3,547 19,221

Trade debtors 3 66,183 69,187 – –

Other debtors and

prepayments 4 581,383 585,442 574,627 575,990

Stocks 5 – 412 – –

Due from customers for

construction contracts 6 22,040 22,163 – –

Due from subsidiaries 7 – – 440,670 476,219

Due from associated

companies 8 96,868 232,571 96,868 232,485

Investment in a subsidiary 13 135,000 135,000 135,000 135,000

905,976 1,066,210 1,250,879 1,439,321

CURRENT LIABILITIES

Short term borrowings 9 173,058 243,093 83,383 117,551

Trade creditors 10 56,236 69,911 – –

Other creditors 11 175,588 178,368 199,268 236,456

Taxation 41,871 41,871 41,869 41,869

Due to subsidiaries – – 4,112 –

446,753 533,243 328,632 395,876

NET CURRENT ASSETS 459,223 532,967 922,247 1,043,445

FIXED ASSETS 12 144,438 213,295 22,769 22,844

INVESTMENTS 13 39,864 56,320 407,283 420,392

DEVELOPMENT PROJECT 14 559,935 559,935 – –

PLANTATION DEVELOPMENT

EXPENDITURE 15 31,977 26,365 – –

LEASE AND HIRE PURCHASE

CREDITORS 17 (8,958) (10,128) (8,958) (10,128)

LAND PREMIUM PAYABLE 18 (5,563) (6,490) – –

MINORITY INTEREST (7,437) (11,577) – –

1,213,479 1,360,687 1,343,341 1,476,553

SHAREHOLDERS’ FUNDS

Share capital 19 525,940 514,525 525,940 514,525

Reserves 687,539 846,162 817,401 962,028

1,213,479 1,360,687 1,343,341 1,476,553

The accompanying notes are an integral part of these balance sheets.

BA L A N C E S H E E TS

30 June 2000

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Share Share Translation Accumulated

capital premium reserves losses Total

RM’000 RM’000 RM’000 RM’000 RM’000

As at 1 July 1998 514,286 1,185,417 9,630 (483,890) 1,225,443

Net profits for the year – – – 142,302 142,302

Currency translation

differences – – (6,945) – (6,945)

Rights issue expenses – (352) – – (352)

Exercise of options

under ESOS 239 – – – 239

As at 1 July 1999 514,525 1,185,065 2,685 (341,588) 1,360,687

Net loss for the year – – – (160,240) (160,240)

Currency translation

differences – – (248) – (248)

Exercise of options under

ESOS 11,415 1,938 – – 13,353

ESOS issue expenses – (73) – – (73)

As at 30 June 2000 525,940 1,186,930 2,437 (501,828) 1,213,479

The accompanying notes are an integral part of this statement.

CO N S O L I DAT E D STAT E M E N T O F

C H A N G ES I N EQ U I T Y

for the year ended 30 June 2000

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Share Share Accumulated

capital premium losses Total

RM’000 RM’000 RM’000 RM’000

As at 1 July 1998 514,286 1,185,417 (74,661) 1,625,042

Net loss for the year – – (148,376) (148,376)

Rights issue expenses – (352) – (352)

Exercise of options under ESOS 239 – – 239

As at 1 July 1999 514,525 1,185,065 (223,037) 1,476,553

Net loss for the year – – (146,492) (146,492)

Exercise of options under ESOS 11,415 1,938 – 13,353

ESOS issue expenses – (73) – (73)

As at 30 June 2000 525,940 1,186,930 (369,529) 1,343,341


STAT E M E N T O F C H A N G ES I N EQ U I T Y


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Group Company

Note 2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Revenue 20 55,005 43,799 – –

Other operating income 21 4,545 6,485 805 2,599

Construction costs recognised

as expenses (33,791) (45,350) – –

Staff costs 22 (5,577) (8,555) (4,166) (5,574)

Depreciation (25,512) (12,531) (920) (3,866)

Other operating expenses 23 (110,924) (102,295) (110,965) (26,400)

Exceptional items 24 – 311,562 – (97,402)

(Loss)/profit from operations (116,254) 193,115 (115,246) (130,643)

Finance cost (31,246) (31,678) (31,246) (17,733)

Share of loss of associated

companies (16,269) (18,912) – –

(Loss)/profit before taxation (163,769) 142,525 (146,492) (148,376)

Taxation 25 (187) (223) – –

(Loss)/profit from ordinary

activities (163,956) 142,302 (146,492) (148,376)

Minority interests 3,716 – – –

(Loss)/profit for the year (160,240) 142,302 (146,492) (148,376)

Basic (loss)/earnings per share 26 (30) sen 28 sen


I N CO M E STAT E M E N TS


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2000 1999

RM’000 RM’000

CASH FLOW FROM OPERATING ACTIVITIES

(Loss)/profit before taxation (163,769) 142,525

Adjustment for:

Amortisation of reserve arising on consolidation – (2,537)

Depreciation 25,512 12,531

Development cost written off 11,434 18,336

Exceptional items – (311,562)

Fixed assets written off – 903

(Attributable profits)/foreseeable losses from construction contracts (14,884) 29,850

(Gain)/loss on disposal of fixed assets (1,356) 11,572

Intangible assets written off 215 –

Interest expense 31,246 31,678

Interest income (341) (2,208)

Impairment loss on leasehold land 44,062 –

Provision for doubtful debts 2,629 33,043

Bad debts recovered (1,187) (309)

Bad debts written off 49 –

Deposits for investment forfeited 3,000 –

Share of losses of associated companies 16,269 18,912

Operating loss before working capital changes (47,121) (17,266)

Decrease in creditors (23,100) (93,764)

Decrease in due from customers for construction contracts 3,573 92,116

Decrease/(increase) in due from associated companies 111,750 (111,468)

Increase in due to joint venture 1,167 –

Decrease in debtors 26,525 96,441

Decrease in stocks 412 17,289

Cash generated from/(used in) operations 73,206 (16,652)

Taxation paid – (15,490)

Interest paid (11,007) (28,718)

Net cash generated from/(used in) operating activities 62,199 (60,860)

CO N S O L I DAT E D C A S H F LOW STAT E M E N T


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2000 1999

RM’000 RM’000

CASH FLOW FROM INVESTING ACTIVITIES

Dilution arising from the deconsolidation of a subsidiary – (1)

Decrease in intangible assets – 3,754

Increase in plantation development expenditure (5,587) (6,634)

Interest received 341 2,208

Minority interest (424) (68)

Payment of land premium (927) –

Proceeds from disposal of fixed assets 1,612 84,548

Purchase of fixed assets* (689) (235,199)

Settlement sum received for Bakun Project – 249,251

Net cash (used in)/generated from investing activities (5,674) 97,859

CASH FLOW FROM FINANCING ACTIVITIES

Drawdown of short term borrowings 3,632 –

Expenses on rights issue of shares – (352)

Repayment of hire purchase creditors (16,455) (31,091)

Proceeds from exercise of option under the employee share

options scheme 13,280 –

Proceeds from issuance of shares – 239

Repayment of short term borrowings (50,142) (9,197)

Net cash used in financing activities (49,685) (40,401)

Net increase/(decrease) in cash and cash equivalents 6,840 (3,402)

Cash and cash equivalents at beginning of year (60,685) (52,875)

Effect of exchange rate changes (248) (4,408)

Cash and cash equivalents at end of year (54,093) (60,685)

Cash and cash equivalents comprise:

Cash and bank balances 955 2,214

Deposits with licensed banks 3,547 19,221

Bank overdrafts (58,595) (82,120)

(54,093) (60,685)

* During the year, the Group acquired fixed assets with an aggregate cost of RM1,069,000 of which

RM380,000 was acquired by means of finance leases and hire purchase. Cash payment of

RM689,000 were made to purchase these fixed assets.


C O N S O L I D A T E D C A S H F L O W S T A T E M E N T


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2000 1999

RM’000 RM’000

CASH FLOW FROM OPERATING ACTIVITIES

Loss before taxation (146,492) (148,376)

Adjustment for:

Bad debt written off 3,000 –

Depreciation 920 3,946

Exceptional items – 97,402

(Gain)/loss on disposal of fixed assets (125) 11,590

Interest expense 31,246 17,733

Interest income (338) (2,177)

Provision for doubtful debts 87,694 –

Provision for diminution in value of investments 13,402 –

Operating loss before working capital changes (10,693) (19,882)

Decrease in other debtors 19,688 10,270

Decrease in due from associated companies 111,664 6,284

Net changes in amount due to/from subsidiaries (45,698) (233,317)

(Decrease)/increase in other creditors (42,522) 284,839

Cash generated from operations 32,439 48,194

Taxation paid – (3,635)

Interest paid (11,007) (14,773)

Net cash generated from operating activities 21,432 29,786

CASH FLOW FROM INVESTING ACTIVITIES

Proceeds from disposal of fixed assets 330 56

Purchase of fixed assets* (670) (2,267)

Interest received 338 2,177

Net cash used in investing activities (2) (34)

CASH FLOW FROM FINANCING ACTIVITIES

Repayment of short term borrowings (38,050) (6,997)

Drawdown of short term borrowings 3,632 –

Proceeds from exercise of option under the employee share

options scheme 13,280 239

Repayment of hire purchase creditors (16,455) (25,528)

Expenses on rights issue of shares – (352)

Net cash used in financing activities (37,593) (32,638)

C A S H F LOW STAT E M E N T


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2000 1999

RM’000 RM’000

Net decrease in cash and cash equivalents (16,163) (2,886)

Cash and cash equivalents at beginning of year 229 3,115

Cash and cash equivalents at end of year (15,934) 229

Cash and cash equivalents comprise:

Cash and bank balances 167 406

Deposits 3,547 19,221

Bank overdrafts (19,648) (19,398)

(15,934) 229

* During the year, the Company acquired fixed assets with an aggregate cost of RM1,050,000 of

which RM380,000 was acquired by means of finance leases and hire purchase. Cash payment of

RM670,000 were made to purchase these fixed assets.


C A S H F L O W S T A T E M E N T


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1. PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management

services to companies in the Group.

The principal activities of the subsidiaries are described in Note 13.

There were no significant changes in these principal activities during the financial year.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The accounts have been prepared under the historical cost convention and comply with

applicable approved accounting standards in Malaysia.

(b) Basis of Consolidation

The consolidated accounts include the accounts of the Company and its subsidiaries

made up to the end of the financial year. Related company transactions are eliminated on

consolidation and the consolidated accounts reflect external transactions only.

Reserve arising on consolidation, representing the deficit of purchase price over the fair

value of the net tangible assets of subsidiaries at the date of acquisition, has been fully

credited to the profit and loss account as a result of cessation of operations of a subsidiary.

(c) Investments

Investments in subsidiaries and associated companies are stated at cost less any provision

for permanent diminution in value of these investments.

Investments in associated companies comprise companies other than subsidiaries in which

the Group has a long term equity interest of between 20 and 50 percent and where it

exercises significant influence through management participation.

The Group’s share of profits or losses of associated companies is included in the

consolidated profit and loss account and the Group’s interest in associated companies is

stated at cost plus adjustments to reflect changes in the Group’s share of the net assets of

the associated companies.

Goodwill arising on acquisition of associated companies, representing the excess of the

purchase price over the net tangible assets of the associated companies at the date of

acquisition, is not amortised.

N OT E S TO T H E A CC O U N TS

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2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d.)

(d) Fixed Assets and Depreciation

Fixed assets are stated at cost less accumulated depreciation.

Freehold land is not depreciated. Leasehold land and building is depreciated over the

period of the lease. Depreciation of other fixed assets is provided on a straight line basis

calculated to write off the cost of each asset over its estimated useful life.

The annual rates of depreciation are:

Leasehold land and buildings thereon 10 to 50 years

Buildings 2%

Plant, machinery and equipment 10% – 20%

Furniture, fittings, office equipment and renovation 2% – 40%

Motor vehicles 10% – 20%

(e) Currency Conversion and Translation

Transactions in foreign currencies during the year are converted into Ringgit Malaysia at

rates of exchange approximating those ruling at the transaction dates. Foreign currency

monetary assets and liabilities at the balance sheet date are translated into Ringgit Malaysia

at rates of exchange approximating those ruling at that date. All exchange gains or losses

are dealt with in the profit and loss account.

The accounts of foreign subsidiaries have been translated into Ringgit Malaysia at the rate

of exchange ruling at the balance sheet date. The results of the foreign subsidiaries for

the year are accounted for based on the average rate of exchange applicable throughout

the year. On consolidation, gains and losses arising on translation into Ringgit Malaysia

are taken to reserves.

The exchange rates ruling at balance sheet date used are as follows:

2000 1999

United States Dollars 3.80 3.80

Philippines Peso 0.11 0.10

Singapore Dollars 2.19 2.23

China RenMinBi 0.49 0.46

(f) Stocks

Stocks comprise timber, consumable spares and supplies stated at the lower of cost and

net realisable value. Cost is determined on the first-in, first-out basis.

(g) Deferred Taxation

Deferred taxation is provided under the liability method for all material timing differences

except where there is reasonable evidence that these timing differences will not reverse in

the foreseeable future.

N O T E S T O T H E A C C O U N T S

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2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d.)

(h) Development Project

Development project consists of leasehold reclamation land held for future developments

which is stated at cost.

Such assets are transferred to development property at carrying value when significant

development work is to be undertaken and is expected to be completed within the normal

operating cycle.

(i) Construction Contracts

Profit from construction contracts is recognised on percentage of completion method where

the outcome of the contract can be reliably estimated. All anticipated losses on the contracts

are fully provided for.

The percentage of completion is measured by reference to the certified work done to

date.

(j) Due from/to Customers for Construction Contract

Amount due from customers for construction contract is the net amount of costs incurred

plus recognised profits less the sum of recognised losses and progress billings for all

contracts in progress for which cost incurred plus recognised profits (less recognised

losses) exceeds progress billings.

Amount due to customers for construction contract is the net amount of costs incurred

plus recognised profits less the sum of recognised losses and progress billings for all

contracts in progress for which progress billings exceeds costs incurred plus recognised

profits (less recognised losses).

Cost includes direct materials, labour, sub-contract sum and attributable overheads paid

or payable to date.

(k) Plantation Development Expenditure

New planting and replanting expenditure incurred prior to maturity of rootstock including

land clearing, drains and irrigation, seedings, fertilisation, labour and other directly

attributable costs of plantation are capitalised under plantation development expenditure

and amortised over the useful lives of the rootstocks upon harvest.

(l) Pre-operating Expenses

Pre-operating expenses are stated at cost and are written off upon commencement of

business.

(m) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks and deposits at call, net of

outstanding bank overdrafts.


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3. TRADE DEBTORS

Group

2000 1999

RM’000 RM’000

Trade debtors 132,535 136,726

Less: Provision for doubtful debts (66,352) (67,539)

66,183 69,187

Included in trade debtors of the Group are amounts totalling RM94,132,000 (1999: RM94,294,000)

due from companies in which a director has substantial interest.

Subsequent to year end, the Company has entered into an agreement to acquire 99.99% equity

interest via subscription of shares in Langkawi Airport Hotel Sdn. Bhd. (“LAH”), a company in

which a director has substantial interests. The debts owing by LAH as at 30 June, 2000 included

above amounted to RM66,132,940. The Company is currently in the process of obtaining a

valuation of the hotel property of LAH from an independent professional valuer.

4. OTHER DEBTORS AND PREPAYMENTS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Other debtors 101,832 103,262 95,029 93,763

Refundable payment for the

acquisition of Appleleaf shares

and Classic Gold shares as

disclosed in Note 30 (3)(ii) 482,227 482,227 482,227 482,227

584,059 585,489 577,256 575,990

Provision for doubtful debts (2,676) (47) (2,629) –

581,383 585,442 574,627 575,990

Included in other debtors are:

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Amount due from companies in

which a director has

substantial interest 19,521 10,725 19,521 10,725

Proceeds receivable on the

disposal of certain fixed assets 46,845 45,185 46,845 45,185


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5. STOCKS

Group

2000 1999

RM’000 RM’000

Consumable spares and supplies – 412

6. DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS

Group

2000 1999

RM’000 RM’000

Construction costs 23,404 56,018

Attributable profits recognised less foreseeable loss (1,364) (18,055)

22,040 37,963

Progress billings – (15,800)

22,040 22,163

Included in due from customers for construction contracts are construction contracts cost:

Group

2000 1999

RM’000 RM’000

Incurred during the year 31,231 52,359

Recognised as contract expenses during the year 33,791 32,025

Included in construction contracts costs incurred during the year are:

Group

2000 1999

RM’000 RM’000

Staff costs 1,117 2,192

Rental of equipment 4,382 4,861

7. DUE FROM SUBSIDIARIES

Company

2000 1999

RM’000 RM’000

Due from subsidiaries 525,736 496,581

Less: Provision for doubtful debts (85,066) (20,362)

440,670 476,219

Due from subsidiaries are unsecured, interest-free and have no fixed terms of repayment, except for

amount due from Ekran Project Management Sdn. Bhd. which bears interest at 5% per annum (1999: Nil).


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8. DUE FROM ASSOCIATED COMPANIES

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Due from associated companies

– Bakun Hydro-Electric

Corporation Sdn. Bhd. – 136,458 – 136,372

– Wembley Industries Holdings

Berhad 96,868 96,113 96,868 96,113

96,868 232,571 96,868 232,485

The amount due from Wembley Industries Holdings Berhad and its subsidiary consist of advances

given to the associated company for development expenditure and working capital purposes.

The advances given are from internally generated funds amounting to RM30 million (1999:

RM15 million) and proceeds from the Rights Issue amounting to RM67 million (1999: RM67 million)

as disclosed in Note 30(3)(iii).

9. SHORT TERM BORROWINGS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Revolving credits:

– Secured 52,500 82,000 36,500 62,000

– Unsecured 44,728 64,848 10,000 22,550

Term loans:

– Secured 15,000 11,890 15,000 11,368

– Unsecured 2,235 2,235 2,235 2,235

Bank overdrafts:

– Secured 28,850 35,000 9,901 –

– Unsecured 29,745 47,120 9,747 19,398

173,058 243,093 83,383 117,551

The secured revolving credits, term loans and bank overdrafts of the Group are secured by fixed

charges over assets of certain subsidiaries. The secured term loans of the Company are secured

by fixed charge over the freehold land and building of the Company.

The above facilities bear interest at rates of between 5.4% and 10.8% (1999: 8.3% to 16.3%)

per annum.

10. TRADE CREDITORS

Included in the trade creditors of the Group is an amount of RM2,779,000 (1999: RM1,959,000)

due to companies in which a director has substantial interest.


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11. OTHER CREDITORS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Included in other creditors are:

Hire purchase creditors 7,480 22,385 7,480 22,385

Due to companies in which a

director has substantial

interest 11,803 7,077 8,382 4,430

Outstanding payment for

acquisition of an investment 51,000 51,000 51,000 51,000

Due to a director 630 1,073 – –

Assessment, land premium and

other charges payable for the

land used for development 44,934 44,934 – –

Bank overdrafts and term loans

taken by a subsidiary, pending

the approval of the financial

institutions for the transfer to

the Company – – 89,675 125,020

12. FIXED ASSETS

Furniture,

fittings,

Plant, office

machinery equipment

*Land and and and Motor

Group building equipment renovation vehicles Total

RM’000 RM’000 RM’000 RM’000 RM’000

2000

Valuation/Cost

At 1 July 1999 196,703 2,098 25,130 2,475 226,406

Additions – – 44 1,025 1,069

Disposal – – (215) (557) (772)

Impairment losses (44,062) – – – (44,062)

At 30 June 2000 152,641 2,098 24,959 2,943 182,641

Accumulated

Depreciation

At 1 July 1999 5,191 810 5,890 1,220 13,111

Charge for the year 19,976 312 4,774 546 25,608

Disposal – – (163) (353) (516)

At 30 June 2000 25,167 1,122 10,501 1,413 38,203


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12. FIXED ASSETS (Cont’d.)

Furniture,

fittings,

Plant, office

machinery equipment


Group building equipment renovation vehicles Total

RM’000 RM’000 RM’000 RM’000 RM’000

2000

Net Book Value

At 30 June 2000 127,474 976 14,458 1,530 144,438

At 30 June 1999 191,512 1,288 19,240 1,255 213,295

Depreciation charge

for 1999 4,975 3,373 3,771 492 12,611

* LAND AND BUILDING

Short

Long term term

Freehold leasehold leasehold

Group Building land land land Total

RM’000 RM’000 RM’000 RM’000 RM’000

2000

Cost

At 1 July 1999 137,606 13,143 40,314 5,640 196,703

Impairment losses (44,062) – – – (44,062)

At 30 June 2000 93,544 13,143 40,314 5,640 152,641

Accumulated Depreciation

At 1 July 1999 4,800 – 72 319 5,191

Charge for the year 19,585 – 72 319 19,976

At 30 June 2000 24,385 – 144 638 25,167

Net Book Value

At 30 June 2000 69,159 13,143 40,170 5,002 127,474

At 30 June 1999 132,806 13,143 40,242 5,321 191,512

Depreciation charge

for 1999 4,435 – 72 468 4,975


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Furniture,

fittings,

Plant, office

machinery equipment


Company building equipment renovation vehicles Total

RM’000 RM’000 RM’000 RM’000 RM’000

2000

Cost

At 1 July 1999 20,904 – 2,024 2,474 25,402

Additions – – 25 1,025 1,050

Disposal – – – (557) (557)

At 30 June 2000 20,904 – 2,049 2,942 25,895


At 1 July 1999 621 – 717 1,220 2,558

Charge for the year 155 – 219 546 920

Disposals – – – (352) (352)

At 30 June 2000 776 – 936 1,414 3,126

Net Book Value

At 30 June 2000 20,128 – 1,113 1,528 22,769

At 30 June 1999 20,283 – 1,307 1,254 22,844

Depreciation charge

for 1999 182 2,976 216 492 3,866


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* LAND AND BUILDING

Short term

Freehold leasehold

Company Building land land Total

RM’000 RM’000 RM’000 RM’000

2000

Cost

At 1 July 1999/30 June 2000 7,761 13,143 – 20,904


At 1 July 1999 621 – – 621

Charge for the year 155 – – 155

At 30 June 2000 776 – – 776

Net Book Value

At 30 June 2000 6,985 13,143 – 20,128

At 30 June 1999 7,140 13,143 – 20,283

Depreciation charge for 1999 155 – 27 182

The freehold land and building of the Group and the Company are charged to secure short

term borrowing.

Certain leasehold land and building of the Group with a total net book value of RM55,538 million

(1999: RM58,577 million) are charged to secure short term borrowing.

Included in the fixed assets are:

(a) Leasehold land situated in the Republic of Philippines which has yet to be registered

under the subsidiary’s name, Ekran Holdings (Philippines) Inc., as follows:

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Leasehold land 22,042 36,542 – –

(b) The local authorities in Hainan, the Peoples’ Republic of China, has given notice to a subsidiary

that the rights to certain leasehold land will be revoked as the subsidiary failed to develop

the land as stipulated under the local legislation. The Company is currently in the process

of appealing on behalf of the subsidiary to the local authorities for an extension of time to

develop the land or temporarily convert the usage of the land for agriculture proposes.

(c) Assets held under hire purchase with net book value amounting to RM1,045,000 (1999:

RM841,000).


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13. INVESTMENTS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Investment in subsidiaries:

Unquoted shares, at cost 135,000 135,000 506,502 506,209

Provision for diminution in value – – (54,302) (40,900)

Non consolidated subsidiary shown

in current assets (135,000) (135,000) (135,000) (135,000)

– – 317,200 330,309

Investment in associated companies

Quoted shares, at cost* 265,370 265,370 265,370 265,370

Provision for diminution in value (217,953) (217,953) (217,953) (217,953)

47,417 47,417 47,417 47,417

Unquoted shares, at cost 42,666 42,666 42,666 42,666

Group’s share of accumulated losses

and reserves in associated

companies (50,219) (33,763) – –

Total 39,864 56,320 407,283 420,392

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Market value of quoted shares 28,687 38,579 28,687 38,579

RM’000

* Represented by:

Group’s share of net tangible assets 63,495

Goodwill on acquisition 201,875

265,370


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13. INVESTMENTS (Cont’d.)

The subsidiaries are:

Effective

Place of Paid-up Interests Principal

Name of Companies Incorporation Capital 2000 1999 Activities

% %

Woodhouse Sdn. Bhd. Malaysia RM30,000,000 100 100 Property

development,

timber extraction

and trading –

ceased operations.

Ekran Project Management Malaysia RM2 100 100 Property

Sdn. Bhd. development and

provision of

management

services

Ekran Logging Sdn. Bhd. Malaysia RM2 100 100 Logging and sale

of timber products

Ekran Timber & Sawmill Malaysia RM2 100 100 Timber logging

Sdn. Bhd. and sawmilling

Ekran Plantations Sdn. Bhd. Malaysia RM2 100 100 Oil palm plantation

Langkasuka Marina Malaysia RM100 60 60 Property

Development Sdn. Bhd.# development

Maya Mewah (M) Sdn. Bhd. Malaysia RM2 100 100 Dormant –

intended for

provision of rental

services

Interstate Budget Resort Malaysia RM2 100 100 Dormant –

Management Sdn. Bhd. intended for

management of

budget hotels

Bakun Management Malaysia RM5,000,000 100 100 Management of

Sdn. Bhd. construction of

Bakun Hydro-

Electric Dam –

ceased operations


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Effective

Place of Paid-up Interests Principal

Name of Companies Incorporation Capital 2000 1999 Activities

% %

Saeaga Airlines Sdn. Bhd. Malaysia RM2 100 100 Provision of air

transportation and

related activities –

ceased operations

Skylark Jaya Sdn. Bhd.## Malaysia RM7,000,000 100 100 Property

development

Ekran Holdings (Philippines) Republic P3,312,500 100 100 Investment

Inc.* Philippines holdings

Ekran Services, Inc.* Republic P13,250,000 100 100 Resort business

of Philippines and casino

operations –

temporarily

suspended

operations

Sino Malaysia Art and People’s Rmb133,000,000 70 70 Property

Culture Co. Limited** Republic of development

China

# The acquisition of Langkasuka Marina Development Sdn. Bhd. (“LMDSB”) is pending the approvals of the

relevant authorities and the Company’s shareholders.

In view that substantial payments have been made and full control of LMDSB has been obtained, LMDSB has

been consolidated as a subsidiary of the Company as at 30 June 1999 and 2000. The directors are confident

that the required approvals from the relevant authorities will be obtained.

## The directors have intention to dispose of the entire equity interest in Skylark Jaya Sdn. Bhd. in the near term.

As such, Skylark Jaya Sdn. Bhd. is not consolidated as a subsidiary of the Company as at 30 June 1999 and 2000.

* Audited by a firm affiliated with Arthur Andersen & Co., Malaysia.

** Audited by other firm of auditors other than Arthur Andersen & Co., Malaysia.


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The associated companies, which are incorporated in Malaysia, are:

Effective

Interests

Name of Company 2000 1999 Principal Activity

% %

Wembley Industries 32.82 32.82 Investment holding

Holdings Berhad

Bakun Hydro-Electric 42.67 42.67 Development of the Bakun

Corporation Sdn. Bhd. Project and production of

electricity. The company ceased

operation following the signing of

the Relinquishment of Project

Rights and Assets Sale

Agreement on 10 August 1999.

The capital reduction process

was completed subsequent to

the year end.

14. DEVELOPMENT PROJECT

Group

2000 1999

RM’000 RM’000

Leasehold reclamation land 300,000 300,000

Development expenditure 259,935 259,935

559,935 559,935

The development project involves reclamation and development of land into commercial and

residential properties in the Island of Pulau Langkawi, Kedah. The development covers an area

of 2,059 acres, including the reclamation and development of approximately 1,000 acres.

The leasehold reclamation land in LMDSB has been valued by Stocker Roberts Gupta on

10 June 2000 with the open market value based on Comparison Method of RM620 million.

The title deed favouring LMDSB has been approved by the authorities. It will be issued to the

Company upon full settlement of the land premium amounting to RM42,939,000 (1999:

RM42,939,000).

15. PLANTATION DEVELOPMENT EXPENDITURE

Included in the plantation development expenditure are depreciation charge of RM25,000

(1999: RM8,000) and rental of equipment of RM429,000 (1999: RM367,000).


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16. INTANGIBLE ASSETS

Group

2000 1999

RM’000 RM’000

Pre-operating expenses 215 2,753

Amount written-off (215) (2,753)

– –

Included in pre-operating expenses in the year are:

Auditors’ remuneration 8 4

Depreciation 71 72

Rental of premises – 324

17. LEASE AND HIRE PURCHASE CREDITORS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Analysis of hire purchase and

lease commitments:

Payable within one year 8,719 27,092 8,719 27,092

Payable between one and

five years 10,538 12,104 10,538 12,104

Less: Finance charges (2,819) (6,683) (2,819) (6,683)

16,438 32,513 16,438 32,513

Representing hire purchase

and lease liabilities:

Due within 12 months (Note 11) 7,480 22,385 7,480 22,385

Due after 12 months 8,958 10,128 8,958 10,128

16,438 32,513 16,438 32,513

18. LAND PREMIUM PAYABLE

Group

2000 1999

RM’000 RM’000

Land premium payable by 9 equal annual instalments

commencing 1 January 1999 7,417 8,344

Amount due within the next twelve months included

as other creditors (1,854) (1,854)

5,563 6,490


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19. SHARE CAPITAL

Group and Company

2000 1999

RM’000 RM’000

Ordinary shares of RM1 each:

Authorised 2,500,000 2,500,000

Issued and fully paid-up

At 1 July 514,525 514,286

Exercise of Employees’ Share Option 11,415 239

At 30 June 525,940 514,525

(a) Employees’ Share Option Scheme

The Employees’ Share Option Scheme (“ESOS”) was approved by the Securities

Commission on 14 August 1997 and the shareholders at an Extraordinary General Meeting

held on 19 November 1997. The ESOS commenced on 31 March 1998 and will expire on

30 March 2003.

The main features of the ESOS are as follows:

(i) Eligible persons are employees of the Group (including executive directors) who

are confirmed and have been in the employment of the Group for at least one year

of continuous service including the service during the probation period.

(ii) The maximum number of shares which may be subscribed on the exercise of options

under the ESOS shall not be more than ten per centum of the total issued and

paid-up ordinary share of the Company at any point in time during the existence of

the ESOS.

The movement in the options of the ESOS during the financial year are as follows:

Number of options

As at 1 July 1999 50,718,000

Offered and accepted during the financial year 1,150,000

Exercised during the financial year (11,414,000)

Lapsed during the financial year (27,304,000)

As at 30 June 2000 13,150,000


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19. SHARE CAPITAL (Cont’d.)

The details of the cumulative options exercised and their remaining unexercised options

as at the date of this report are as follows:

Cumulative Cumulative Number of Options

Number of options options options exercised

options exercised lapsed unexercised subsequent

Date of Offer offered and as at as at as at to financial

offer price accepted 30.06.2000 30.06.2000 30.06.2000 year end

RM

13.04.1998 1.23 31,781,000 8,232,000 17,568,000 5,981,000 5,000

20.04.1998 1.13 943,000 181,000 415,000 347,000 –

18.09.1998 1.00 14,208,000 2,528,000 7,361,000 4,319,000 –

22.10.1998 1.00 1,970,000 304,000 1,080,000 586,000 –

06.01.1999 1.04 1,380,000 272,000 690,000 418,000 –

06.05.1999 1.06 675,000 130,000 65,000 480,000 –

07.07.1999 1.79 35,000 – – 35,000 –

13.08.1999 1.46 265,000 6,000 – 259,000 –

05.05.2000 1.40 262,000 – 125,000 137,000 –

29.06.2000 1.03 588,000 – – 588,000 –

52,107,000 11,653,000 27,304,000 13,150,000 5,000

(b) Warrants

The Company’s warrants were allotted on 1 August 1997 and listed on the Kuala Lumpur

Stock Exchange on 22 August 1997. Each warrant entitles the holder the right to subscribe

for one new share of RM1.00 each in the Company at an exercise price of RM5.55 per

share within five years from the date of issue. The exercise price of the warrants are subject

to adjustments from time to time in accordance with the conditions stipulated in the Deed

Poll dated 29 May 1997.

The number of warrants issued at the date of allotment are 64,285,822. No warrant has

been exercised to take up unissued shares of RM1.00 each in the Company during the

financial year.

The Company has on 30 November 1998 announced the proposed extension of the

option period for the warrants from 5 years to 10 years, commencing 12 March 2002 and

expiring on 12 June 2007. The proposed extension of option period was approved by

the Securities Commission but was subsequently aborted due to inadequate quorum of

warrant holders of the Company to approve the extension.


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20. REVENUE

The Company’s revenue represents dividend and interest income and project management fees

receivable. The Group’s revenue represents gross invoiced value of sales less discounts and

proportion of contract value of construction projects.

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Investment holding and project

management 2,100 17,813 – –

Trading and extraction of timber 2,951 8,941 – –

Construction and property

development 48,675 15,500 – –

Gaming 1,279 1,525 – –

55,005 43,779 – –

21. OTHER OPERATING INCOME

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Included in other operating

income are:

Gain/(loss) on disposal of

fixed assets 1,356 (11,572) 125 (11,590)

Rental income

– to a company in which

a director has

substantial interest 330 – 330 –

Recovery of doubtful debts 1,362 309 – –

22. STAFF COSTS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Included in staff costs are:

Directors’ remuneration

Directors of the Company

– Fees 120 102 120 102

– Other emoluments 2,436 2,311 2,436 2,311

The estimated monetary value of other benefits not included in the above received by the directors

of the Company and of the Group was RM114,250 (1999: RM59,000).


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23. OTHER OPERATING EXPENSES

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Included in other operating

expenses are:

Auditors’ remuneration

– current year 69 80 25 25

– overprovision in prior year (8) – – –

Bad debts written off 49 – – –

Deposits for investment as

disclosed in Note 30(1) 3,000 – 3,000 –

Rental of office premises – 3,176 – –

Provision for diminution in value

of investment – – 13,402 –

Fixed assets written off – 903 – –

Provision for doubtful debts 2,629 33,043 87,694 –

Impairment losses on leasehold

land (44,062) – – –

Lease rentals – 132 – –

Development cost written off 11,434 18,336 – –

Gain on foreign exchange – (3) – –

Reserve arising on consolidation

fully amortised – (2,537) – –

24. EXCEPTIONAL ITEMS

Group Company

RM’000 RM’000

1999

(i) Settlement sum for the relinquishment of Project Rights

to manage the development of Bakun Hydro-Electric Dam 389,581 389,581

(ii) Leasehold land in Bintulu written off (1,541) (1,541)

(iii) Amount due from Bakun Hydro-Electric Corporation Sdn. Bhd.

written off (76,478) (76,478)

(iv) Amount due from a subsidiary written off – (368,064)

(v) Investment in subsidiaries written off – (40,900)

311,562 (97,402)


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25. TAXATION

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Share of taxation of associated

companies 187 223 – –

There is no tax charge for the year as the Company is in a tax loss position. As at 30 June 2000

the Company has tax losses of approximately RM20,428,000 (1999: RM11,813,000) and

unutilised capital allowances of approximately RM915,000 (1999: RM643,000) which can be

used to offset future taxable profits subject to agreement with the Inland Revenue Board.

As at 30 June 2000, the Company has a potential deferred tax benefit of approximately

RM5,976,000 (1999: RM3,271,000), arising principally from tax losses carried forward, unutilised

capital allowances and timing differences between depreciation charge and capital allowance

claim, the effects of which are not included in the accounts as there is no assurance beyond any

reasonable doubt that future taxable income will be sufficient to allow the benefit to be realised.

26. BASIC (LOSS)/EARNINGS PER SHARE

The basic loss per share is calculated by dividing the Group loss after taxation of RM160,240,000

(1999: RM142,302,000 profit) by the weighted average number of shares issued of 525,489,000

(1999: 514,339,000).

27. COMMITMENTS

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Approved and contracted for:

Royalty payment for timber licence

on 1 January 2000 – 5,565 – –

Design of golf course 3,800 3,800 – –

3,800 9,365 – –


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28. RELATED PARTY TRANSACTIONS

The directors are of the opinion that the following transactions have been entered into in the

normal course of business and have been established under terms that are no less favourable

than those arranged with third parties:

2000 1999

RM’000 RM’000

Transaction with companies in which a director has substantial

financial interest:

Sales of logs – 260

Sale of sawn timber – 112

Extraction fees payable – 1,183

Purchase of sawn timber – 3,489

Equipment rental payable – 2,978

Office rental payable 766 866

Billings on construction works – 15,000

Sales of fuel 13 356

Sales of motor vehicles 27 210

Timber planning charges – 50

Accommodation charges – 728

29. CONTINGENT LIABILITIES

Group Company

2000 1999 2000 1999

RM’000 RM’000 RM’000 RM’000

Unsecured corporate guarantee

for credit facilities of

– subsidiaries – – 41,380 41,380

– associated company 125,000 125,000 125,000 125,000

Potential land premium payable for

the land under development 42,939 42,939 42,939 42,939

167,939 167,939 209,319 209,319


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30. SIGNIFICANT AND SUBSEQUENT EVENTS

1. On 8 October 1999, the Company entered into a share sale agreement with Cambridge

Capital Sdn. Bhd. to acquire 3,000,000 ordinary shares of RM1.00 each representing 30%

of the issued and paid-up share capital of Site Capital Sdn. Bhd. (“Site Capital”) for cash

consideration of RM12,000,000. The share sale agreement is still subject to approval from

the relevant authorities.

In conjunction with the above share sale agreement, the Company also entered into a Call

Option Agreement with Premier Pact Sdn. Bhd., Ong Lam Hoe, Tan Tiong Liang @ Tan

Chung Liang and Nobel Pang Paul Gen (collectively “the Grantors”) wherein the Company

can exercise its right to require the Grantors to sell up to 3,000,000 ordinary shares in Site

Capital within 9 months from the date of the Call Option Agreement at a price of RM4.00

per option share.

Subsequent to year-end, the Company has decided to terminate the share sale agreement

and call option agreement.

2. The sale and purchase agreement dated 2 December 1998 entered into between the

Company and Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan Sri Ting”) for the acquisition

of 60% equity interest in Amal Bakti Sdn. Bhd. (“Amal Bakti”) which holds 99.99% equity

interest in Upen Securities Sdn. Bhd. for a cash consideration of RM45 million had lapsed.

Pursuant to the lapse, Tan Sri Ting signed a share sale agreement with Kuala Lumpur City

Corporation Berhad (“KLCC”) together with other shareholders of Amal Bakti on 11 July

2000 in relation to the sale of his interest in Amal Bakti to KLCC. Under this agreement,

Tan Sri Ting has caused and authorised KLCC to pay cash of RM45.0 million directly to the

Company as and when it falls due. This cash payment forms part of the terms in the

Settlement Agreement dated 29 June 2000 as set out in paragraph 3(ii) below.

3. On 21 July 2000, the financial advisor announced on behalf of the Company the following

agreements and proposals:

• The Termination Agreements dated 29 June 2000 entered into between the Company,

Appleleaf Investments Limited (“Appleleaf”) and Classic Gold Assets Limited (“Classic

Gold”) (“Termination Agreements”);

• The Settlement Agreement dated 29 June 2000 and the Supplemental Agreement

dated 20 July 2000 entered into between Tan Sri Ting and the Company (“Settlement

Agreement”);

• The proposed revised utilisation of the proceeds from the rights issue and the bond

issue implemented by the Company in 1997 (“Proposed Revised Utilisation”).


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30. SIGNIFICANT AND SUBSEQUENT EVENTS (Cont’d.)

(i) Termination Agreements

The Company had, on 25 July 1997, entered into two subscription agreements

to subscribe for new shares in Appleleaf for a subscription sum of RM668.9

million and in Classic Gold for a subscription sum of RM255.6 million amounting

to a total subscription sum of RM924.4 million (“Proposed Subscriptions”).

The two subscription agreements were subsequently terminated on 29 June

2000. With the termination of the subscription agreements, Tan Sri Ting and the

Company agreed that the RM712.9 million disbursed to Tan Sri Ting pursuant

to the Proposed Subscriptions be settled via the Settlement Agreement dated

29 June 2000 as set out in paragraph 3(ii) below.

(ii) Settlement Agreement

On 29 June 2000, the Company entered into a settlement agreement with

Tan Sri Ting wherein Tan Sri Ting will repay the total refundable disbursement of

RM712.9 million (“Aggregate Amount”) to the Company as follows:

Amount

RM’000

(a) Tan Sri Ting shall inject assets with a value equivalent

to RM200.0 million into the Company.

(b) Tan Sri Ting has caused and authorised Global

Upline Sdn. Bhd. (“Global Upline”) to pay cash of

RM37.6 million directly to the Company in relation

to Tan Sri Ting’s sale of his 32% equity interest in

PWE Industries Berhad to Global Upline.

(c) Tan Sri Ting has caused and authorised Kuala

Lumpur City Corporation Berhad (“KLCC”) to pay

cash of RM45.0 million directly to the Company

in relation to the sale of his interest in Amal Bakti

Sdn. Bhd.

(d) Tan Sri Ting agreed that a sum of RM230.6 million

via the acquisition by the Company of 60% equity

interest in Langkasuka Marina Development Sdn.

Bhd. (“Langkasuka Marina”) from Jutaan Meriang

Sdn. Bhd. (“Jutaan”) shall be set-off against the

Aggregate Amount. Jutaan has authorised the

Company to pay the total consideration sum to

Tan Sri Ting via a letter dated 22 June 1998. The

Company had, on 22 June 1998, entered into an

agreement to acquire 60% equity interest in

Langkasuka Marina for a consideration of RM300.0

million, subject to a valuation by professional

valuers (“Acquisition of Langkasuka Marina”).

200,000

37,632

45,000

230,600


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(ii) Settlement Agreement (Cont’d.)

Amount

RM’000

(e) Tan Sri Ting shall pay cash of RM50.0 million to the

Company on or before 31 July 2000.

(f) Tan Sri Ting shall pay the balance of RM149.7 million

(after taking into account the repayments from

paragraphs a to e above) (“Balance Sum”) at the

times and in the manner stated below and further

undertakes that he shall, if necessary, obtain a loan

sufficient to ensure that the instalments below are

paid to the Company as stipulated:

Instalment Date of payment Amount

RM

1st 31 March 2001 37,426,750

2nd 30 June 2001 37,426,750

3rd 30 September 2001 37,426,750

4th 31 December 2001 37,426,750

149,707,000

712,939

Other major salient terms of the Settlement Agreement are as follows:

• In the event the consideration for the Acquisition of Langkasuka Marina is

revised, the amount payable under the Balance Sum shall be revised

accordingly.

• Tan Sri Ting agrees and undertakes that, in the event the valuation of the Port

Langkasuka Marina Project which is owned by Langkasuka Marina

Development Sdn. Bhd. falls below the consideration sum of RM300.0 million,

Tan Sri Ting shall make good any shortfall in the valuation.

(iii) Utilisation of proceeds from the rights and bonds issues which were

implemented in June and July 1997 and the subsequent Proposed Revised

Utilisation

As already disclosed in the previous year’s Directors’ Report, part of the proceeds

from the issues of shares, bonds and warrants was used for the purposes other

than as originally approved by the Securities Commission (“SC”) as these

proceeds were no longer required for such approved purposes due to changes

in circumstances subsequent to the receipts of the proceeds. The approved

utilisation, actual utilisation and the proposed revised utilisation are set out as

follows:

50,000

149,707


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Utilisation (Cont’d.)

Approved Proposed



RM’000 RM’000 RM’000

(a) Repayment of borrowings

utilised to acquire 47,417,000

ordinary shares of RM1.00

each in Wembley Industries

Holdings Berhad (“WIHB”).

(b) Repayment of other bank

borrowings. The higher loan

repayment was made due to

the demand for repayment of

borrowings made by financial

institutions and to avoid any

litigation.

(c) To substantially finance the

subscription of the Company’s

entitlement to the then

proposed rights issue of

WIHB. The proposed rights

issue of WIHB approved by

the SC in May 1997 was not

implemented due to the capital

market sentiments in 1997.

(d) Subscription of 21,333,334

ordinary shares of RM1.00 each

at RM2.00 per share in BHC

under the initial subscription

under BHC shareholders’

agreement dated 17 April 1997.

The balance of RM617.3 million

from the proceeds from the

Rights Issue and the RM300.0

million from the Bond Issue

was not utilised for further

subscription of new BHC shares

due to deferment of the Bakun

Project by the Government and

the subsequent take-over of

the Bakun Project by Minister of

Finance Incorporated (“MOF Inc.”)

273,000 243,166 243,166

197,000 278,970 278,970

155,572 – –

960,000 42,667 42,667


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Approved Proposed



RM’000 RM’000 RM’000

(e) Utilised for working capital.

(f) Expenses for the Rights Issue and the Bond Issue.

(g) Advances made to WIHB.With the WIHB Group requiredfunds urgently to finance itsoperation in particularly thedevelopment of the PlazaRakyat Project, advances weremade to the WIHB Group tomeet its obligations. As a resultof this and the then economicslowdown, WIHB decided todefer the construction ofcertain components of thePlaza Rakyat Project. However,certain parts of the Plaza RakyatProject are being continuedin order to strengthen theretaining wall around the project.

(h) Buy-back of RM300.0 millionnominal value of Bond Issue.The proceeds from the BondIssue were intended to partfinance the Company’ssubscription of new shares inBHC. In view of the FederalGovernment’s decision todefer and subsequently MOFInc.’s take-over of the BakunProject, the Company was nolonger required to proceedwith further subscription ofnew BHC shares.

(i) Disbursements made to TanSri Ting in respect of theProposed Subscriptions whichhave been terminated. ASettlement Agreement for therepayment was signed with

Tan Sri Ting on 29 June 2000.

159,145 173,507 173,507

21,000 23,157 23,157

– 67,405 67,405

– 223,906 223,906

– 712,939 –


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Approved Proposed



RM’000 RM’000 RM’000

(j) Acquisition of Langkasuka

Marina.

(k) Proposed injection of assets

by Tan Sri Ting.

(l) Proposed utilisation for working

capital of the Group pursuant

to the cash to be received

from Tan Sri Ting.

(m) Proposed subscription of

new shares in the proposed

rights issue of WIHB on the

basis of one new share for

every one existing share held

at RM1.00 per share pursuant

to WIHB’s proposed debt

restructuring exercise pursuant

to the cash to be received

from Tan Sri Ting.

(n) Proposed additional repayments

of bank borrowings pursuant


Tan Sri Ting.

1,765,717 1,765,717 1,765,717

The Proposed Revised Utilisation is subject to the approval of the SC and the shareholders of

the Company.

With reference to Note (g) above, despite the possible non-compliance with Section 133A of the

Companies Act, 1965, the Board of Directors decided to advance to WIHB and its subsidiary

using the rights issue proceeds and internally generated funds of RM96.9 million (1999: RM96.1

million) to continue the critical part of the Plaza Rakyat Project.

The advances made to WIHB and its subsidiary will be repaid via the issue of irredeemable

convertible unsecured loan stocks under WIHB’s proposed debt restructuring exercise, which is

now pending the approvals of the SC and shareholders of WIHB.

– – 230,623

– – 200,000

– – 174,899

– – 47,417

– – 60,000


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31. SEGMENTAL REPORTING

Profit/

By activities (loss) Total

before assets

2000 Revenue taxation employed

RM’000 RM’000 RM’000

Investment holding and project management 2,100 (53,337) 997,490

Trading and extraction of timber 2,951 (5,307) 123

Construction and property development 48,675 (39,116) 578,257

Air transportation and related aerial business – 1,235 215

Oil palm plantation – – 32,137

Gaming 1,279 (50,975) 73,968

55,005 (147,500) 1,682,190

Group’s share of associated companies’ results – (16,269)

55,005 (163,769)

1999

Investment holding and project management 17,813 239,060 1,171,338

Trading and extraction of timber 8,941 (24,532) 601

Construction and property development 15,500 (41,095) 599,042

Air transportation and related aerial business – (2,112) 342

Oil palm plantation – 67 26,509

Gaming 1,525 (9,951) 124,293

43,779 161,437 1,922,125

Group’s share of associated companies’ results – (18,912)

43,779 142,525

Segmental reporting by geographical location has not been prepared as the Group’s operations

for the current financial year are substantially carried out in Malaysia.

32. COMPARATIVE FIGURES

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

33. CURRENCY

All amounts are stated in Ringgit Malaysia, unless otherwise stated.


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OWNED BY EKRAN BERHAD

Tenure/

(Approximate Net book

Land/ age of Description value as at

(Built Up) Building) of Property 30 June 2000

Location Area years (Existing use) (RM)

Matanos, Municipality of Kaputian, 250 hectares 75 years Land for 1,041,893

province of Davao del Norte leasehold development

Republic of Philippines* expiring

in 2069

Geran No. 8748 1,473 square Freehold 3 storey 20,127,885

Lot 12 Seksyen 0059 metres (4,007 (63) office building

Bandaraya Kuala Lumpur square metres) known as

Daerah Wilayah Persekutuan Wisma Ekran

* Land held on behalf of Ekran Holdings (Philippines), Inc.

OWNED BY EKRAN PROJECT MANAGEMENT SDN BHD

Tenure/





Lot 678 Section 66 3.205 hectares 60 years Open-sided 8,245,575

Kuching Town (24,526 leasehold factory

Land District square metres) expiring in building

Sarawak 2038 (11) used as a

warehouse for

timber products

Kota Samarahan Housing 116,648.60 60 years Housing 23,850,000

Lot 7220-7410, Block 59 square metres leasehold estate

Muara Tuang Land District (27,921 expiring in for letting

Sarawak square metres) 2056 (5)

Lots 300 & 460, Block 14, 23.552 hectares 60 years Land for 3,314,636

Salak Land District, leasehold development

Sarawak expiring

in 2058

L I ST O F P R O P E RT I E S O W N E D

as at 30 June 2000

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OWNED BY SINO MALAYSIA ART & CULTURE CO. LTD

Tenure/





Border of Wanling and 202.3 hectares 70 years Land for 5,738,000

Qionghai district leasehold development

Hainan province expiring

People’s Republic of China in 2063

Border of Wanling and 607 hectares 70 years Land for 17,214,000

Qionghai district leasehold development

Hainan province expiring

People’s Republic of China in 2063

Qiongshan district 101.2 hectares 70 years Land for 13,590,000

Hainan province leasehold development

People’s Republic of China expiring

in 2063

OWNED BY INTERSTATE BUDGET RESORT MANAGEMENT SDN BHD

Tenure/





Lot 2542, 2543, 2545 16,928 99 years Land for 2,574,939

and 2546, Block 16 square metres leasehold agriculture

Kuching Central Land District expiring

Sarawak in 2063

L I S T O F P R O P E R T I E S O W N E D

as at 30 June 2000

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A N A LYS I S O F S H A R E H O L D E R S

Authorised Share Capital : RM2,500,000,000Issued & Fully Paid-Up Capital : RM525,944,572Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS

No. of % of No. of % ofSize of Shareholdings Shareholders Shareholders Shares Issued Capital

1 – 499 302 0.58 43,899 0.01500 – 5,000 39,935 77.17 92,226,246 17.54

5,001 – 10,000 6,482 12.53 54,067,390 10.2810,001 – 100,000 4,762 9.20 119,309,504 22.68

100,001 – 1,000,000 239 0.46 60,113,768 11.43Above 1,000,000 31 0.06 200,183,765 38.06

51,751 100.00 525,944,572 100.00

SUBSTANTIAL SHAREHOLDERS

(as defined under Section 69D of the Companies Act, 1965)

No. of % ofName Shares Issued Capital

Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing 167,903,859 31.92Employees Provident Fund Board 13,276,000 2.52

TWENTY LARGEST SHAREHOLDERS

No. of % ofName Shares Issued Capital

1. CIMB Nominees (Tempatan) Sdn Bhd 82,421,446 15.672. B.O.C. Nominees (Tempatan) Sdn Bhd 25,585,002 4.863. Employees Provident Fund Board 13,276,000 2.524. Amanah Merchant Nominees (Tempatan) Sdn Bhd 12,180,000 2.325. HSBC Nominees (Tempatan) Sdn Bhd 11,000,000 2.096. HSBC Nominees (Tempatan) Sdn Bhd 6,657,667 1.267. Chase Malaysia Nominees (Tempatan) Sdn Bhd 6,314,000 1.208. OSK Nominees (Tempatan) Sdn Bhd 4,562,984 0.879. PAB Nominee (Tempatan) Sdn Bhd 4,125,000 0.7810. Multi-Purpose Bank Nominees (Tempatan) Sdn Bhd 3,881,000 0.7411. DB (Malaysia) Nominee (Asing) Sdn Bhd 1,766,000 0.3412. Arab-Malaysian Nominees (Tempatan) Sdn Bhd 1,730,000 0.3313. Lembaga Tabung Angkatan Tentera 1,700,000 0.3214. Alliedban Nominees (Tempatan) Sdn Bhd 1,600,000 0.3015. Southern Nominees (Tempatan) Sdn Bhd 1,600,000 0.3016. Cartaban Nominees (Asing) Sdn Bhd 1,576,000 0.3017. Cheong Yoke Peng 1,557,000 0.3018. DB (Malaysia) Nominee (Asing) Sdn Bhd 1,557,000 0.3019. Lee Swee Ann 1,500,000 0.2920. SMB Nominees (Tempatan) Sdn Bhd 1,488,496 0.28

186,077,595 35.37

as at 2 November 2000

I/We

of

being a member/members of EKRAN BERHAD hereby appoint

of

or failing him/her

of

as my/our proxy to vote and act for me/us on my/our behalf at the Ninth Annual General Meeting of the Company to be

held at Ballroom I, Santubong Kuching Resort, Jalan Santubong, 93748 Kuching, Sarawak on Friday, 15 December 2000

at 11.30 a.m. and at any adjournment thereof.

Resolution For Against

No. 1 To receive and adopt the Reports and Audited Accounts

No. 2 To re-elect Mr Peter Ling Ee Kong as Director

No. 3 To re-elect Senator Datuk William Lau Kung Hui as Director

No. 4 To approve the payment of Directors’ fees

No. 5 To re-appoint Messrs Arthur Andersen & Co. as Auditors of

the Company

No. 6 Authorisation for Directors to allot and issue shares

(Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the Proxy will vote or abstain

from voting at his discretion.)

Signed this day of 2000.

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxyneed not be a member of the Company.

2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to berepresented by each proxy.

3. The instrument appointing a proxy or proxies, in the case of an individual shall be signed by the appointer or his attorney, and inthe case of a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy or proxies must be deposited with the Company’s Share Registrars, Panama Resources Sdn Bhd,No. 23, Jalan Sri Hartamas 7, Sri Hartamas, 50480 Kuala Lumpur not less than 48 hours before the time for holding the meeting orany adjournment thereof.

FO R M O F P R OXY

EKRAN BERHAD(224747-K)

Incorporated in Malaysia

Number of Shares Held

Signature

Panama Resources Sdn Bhd

No. 23, Jalan Sri Hartamas 7

Sri Hartamas

50480 Kuala Lumpur

STAMP

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