S U N C I T Y LAPORAN TAHUNAN 2 0 0 1 ANNUAL REPORT

SU N W AY CIT Y BERHAD (Co. No. 87564 - X) SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

Contents

Corporate Directory 2 - 3

Corporate Information 4 - 5

Profile of Directors 6 - 10

5-Year Group Financial Summary 11

Chairman’s Statement / Penyata Pengerusi 12 - 30

Corporate Governance Statement 31 - 34

Audit Committee Report 35 - 39

Financial Statements 41 - 96

List of Properties 97 - 102

Recurrent Related Party Transactions 103 - 106

Material Contracts with Related Parties 107

Sanctions and Penalties 107

Directors’ Interests in Shares and Options 108

Analysis of Shareholdings 109 - 111

Notice of 19th Annual General Meeting 112 - 114

Statement Accompanying Notice of 19th Annual General Meeting115 - 118

Proxy Form

1 SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

Corporate Directory of Main Operating Companies

PROPERTY DEVELOPMENT PROPERTY INVESTMENT

SUNWAY CITY BERHAD SDN BHD SUNWAY DAMANSARA SDN BHD LL1.10,SUNWAY PYRAMID SHOPPINGMALL SUNWAY KINRARA SDN BHD NO. 3,JALAN PJS 11/15, PENA ENTERPRISE SDN BHD 46150 PETALING JAYA SUNWAY MONTEREZ SDN BHD TEL : (03) 7492-6668 FAX : (03) 7492-6333 SUNWAY TOWNHOUSE SDN BHD (Formerly known as Ace Engineering Services Sdn Bhd) SUNWAY D’MONT KIARA SDN BHD STELLAR DESTINY SDN BHD SUNWAY RAHMAN PUTRA SDN BHD MENARA SUNWAY SDN BHD

LEVEL 1-3 MENARA SUNWAY LEVEL 1-3, MENARA SUNWAY JALAN LAGOON TIMUR, BANDAR SUNWAY JALAN LAGOON TIMUR 46150 PETALING JAYA BANDAR SUNWAY TEL : (03) 5635-8886 46150 PETALING JAYA FAX : (03) 5636-5688 TEL : (03) 5635-8886 FAX : (03) 5636-5688

SUNWAY TUNAS SDN BHD SUNWAY CITY (PENANG) SDN BHD LEISURE & ENTERTAINMENT NO 1-D 4TH FLOOR SDN BHD DESA RAHMAT, JALAN RELAU 11900 BAYAN LEPAS,PENANG SUNWAY SDN BHD TEL : (04) 643-9898 FAX : (04) 644-1313 3 JALAN PJS 11/11, BANDAR SUNWAY 46150 PETALING JAYA TEL : (03) 5635-8000 SUNWAY CITY (IPOH) SDN BHD FAX : (03) 5635-5050

NO. 2A,PERSIARAN SCI 2/1, SUNWAY CITY IPOH 31150 IPOH,PERAK INTERNATIONAL THEME PARK PTY LTD TEL : (05) 548-6668 FAX : (05) 548-6868 WALLGROVE ROAD, EASTERN CREEK NSW 2766, AUSTRALIA TEL : 00-6102-98309100 SUNWAY SEMENYIH SDN BHD FAX : 00-6102-96752002

NO. 103 JALAN 1/3, BANDAR TECHNOLOGY KAJANG SUNWAY TRAVEL SDN BHD 43500 SEMENYIH, TEL : (03) 813-3131 LOBBY LEVEL, MENARA SUNWAY FAX : (03) 813-3030 JALAN LAGOON TIMUR, BANDAR SUNWAY 46150 PETALING JAYA TEL : (03) 5632-5622 SUNWAY AUSTRALIA UNIT TRUST FAX : (03) 5632-4781 HARTFORD LANE PTY LTD

WALLGROVE ROAD, EASTERN CREEK NSW 2766, AUSTRALIA TEL : 00-6102-98309100 FAX : 00-6102-96752002

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SUNWAY LAGOON CLUB BERHAD SUNWAY HOTEL PHNOM PENH LTD

3 JALAN LAGOON TIMUR 1,STREET 92 BANDAR SUNWAY, 46150 PETALING JAYA SANGKAT WAT PHNOM TEL : (03) 5636-1188 P.O. BOX 633 FAX : (03) 5636-4889 PHNOM PENH 12202 KINGDOM OF CAMBODIA TEL : 00-855-23-430333 PYRAMID BOWL SDN BHD FAX : 00-855-23-430339

LOT F2.22, SUNWAY PYRAMID SHOPPING MALL NO. 3, JALAN PJS 11/15, BANDAR SUNWAY ALLSON INTERNATIONAL HOLDINGS LTD 46150 PETALING JAYA ALLSON INTERNATIONAL HOTELS & TEL : (03) 7492-6307/8/9 RESORTS (H.K.) LIMITED FAX : (03) 7492-6310 ALLSON INTERNATIONAL HOTELS & RESORTS (B.V.I.) LIMITED HOTELS & HOSPITALITY ALLSON INTERNATIONAL MANAGEMENT LIMITED SUNWAY RESORT HOTEL SDN BHD LEVEL 15, SU N W AY LAGOON RESORT HOTE L PERSIARAN LAGOON, BANDAR SUNWAY PERSIARAN LAGOON, BANDAR SUNWAY 46150 PETALING JAYA 46150 PETALING JAYA TEL : (03) 7492-8000 TEL : (03) 7492-5222 FAX : (03) 7492-8001 FAX : (03) 7492-0636

& SUNWAY HOTEL (PENANG) SDN BHD 2410 DOMINION CENTRE 33 NEWLANE,GEORGETOWN 43-59 QUEEN’S ROAD EAST 10400 PENANG WANCHAI TEL : (04) 229-9988 HONG KONG FAX : (04) 228-8899 TEL : 00-852-28668360 FAX : 00-852-25290756

SUNWAY HOTEL (SEBERANG JAYA) SDN BHD HEALTHCARE

NO. 11,LEBUH TENGGIRI DUA SUNWAY MEDICAL CENTRE SDN BHD PUSAT BANDAR BANDAR SEBERANG JAYA SEBERANG JAYA,13700 PRAI NO. 5,JALAN LAGOON SELATAN TEL : (04) 370-7788 BANDAR SUNWAY FAX : (04) 370-0555 46150 PETALING JAYA TEL : (03) 7491-9191 FAX : (03) 7491-8181

3 SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

Corporate Information

BOARD OF DIRECTORS EXECUTIVE COMMITTEE OF THE BOARD

Non-Executive Chairman Wong Choon Kee (Chairman) Tan Sri Dato’ Seri (Dr) Cheah Fook Ling Yau Kok Seng Ngian Siew Siong Executive Deputy Chairman Ngeow Voon Yean Dato’ Razman M Hashim Ong Pang Yen Lim Swe Guan Managing Director Wang Yeong Khang (Alternate to Yau Kok Seng) Wong Choon Kee

Deputy Managing Directors NOMINATION COMMITTEE Ngian Siew Siong Ngeow Voon Yean Tan Sri Dato’ IR Talha Bin Haji Mohd Hashim (Chairman & Senior Independent Non-Executive Direc t o r ) Senior Independent Non-Executive Director Tan Sri Dato’ IR Talha Bin Haji Mohd Hashim Teo Tong How (Independent Non-Executive Director) Independent Non-Executive Directors Teo Tong How Tan Sri Dato’ Seri (Dr) Cheah Fook Ling Tan Siak Tee (Non-Independent Non-Executive Director)

Non-Independent Non-Executive Directors Low Siew Moi (f) REMUNERATION COMMITTEE Lim Swe Guan (Appointed on 6 March 2002) Teo Cheng Hiang, Ri c h a r d (Resigned on 18 Feb r u a r y 2002) Tan Sri Dato’ IR Talha Bin Haji Mohd Hashim (Chairman & Senior Independent Non-Executive Direc t o r )

Teo Tong How AUDIT COMMITTEE (Independent Non-Executive Director) Tan Sri Dato’ IR Talha Bin Haji Mohd Hashim Tan Sri Dato’ Seri (Dr) Cheah Fook Ling (Chairman & Senior Independent Non-Executive Direc t o r ) (Non-Independent Non-Executive Director) Teo Tong How (Independent Non-Executive Director) SECRETARIES Tan Siak Tee (Independent Non-Executive Director) Puan Sri Datin Seri Susan Cheah Seok Cheng (MIA 5601) Ngian Siew Siong (Deputy Managing Director) Tan Kim Aun (MAICSA 7002988)

EMPLOYEE SHARE OPTION REGISTERED OFFICE SCHEME COMMITTEE Tan Sri Dato’ Seri (Dr) Cheah Fook Ling Level 16,Menara Sunway Dato’ Razman M Hashim Jalan Lagoon Timur Wong Choon Kee Bandar Sunway 46150 Petaling Jaya Selangor Darul Ehsan Tel No.: (03) 5635-8889 Fax No.:(03) 5634-1349

4 SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

(Seated L-R) Wong Choon Kee, Dato’Razman M Hashim,Tan Sri Dato’Seri (Dr) Cheah Fook Ling, Tan Sri Dato’IR Talha Bin Haji Mohd Hashim,Ngian Siew Siong, (Standing L-R) Ngeow Voon Yean,Teo Cheng Hiang,Richard,Low Siew Moi,Teo Tong How,Tan Siak Tee

REGISTRAR PRINCIPAL BANKERS

Sunway Management Sdn Bhd (50661-X) HSBC Bank Malaysia Berhad Level 16,Menara Sunway Malayan Banking Berhad Jalan Lagoon Timur Affin Merchant Bank Berhad Bandar Sunway Public Bank Berhad 46150 Petaling Jaya RHB Bank Berhad Selangor Darul Ehsan RHB Sakura Merchant Bankers Berhad Malaysia Tel No.: (03) 5635-8889 Fax No.:(03) 5634-1349 STOCK EXCHANGE LISTING

Main Board of The AUDITORS Stock Exchange

Ernst & Young Chartered Accountants WEBSITE ADDRESS

www.sunway.com.my SOLICITORS

David Lingam & Co Lloyd Fernando & Razak Sidek Teoh Wong & Dennis Susie See, Norbaya & Cheah

5 SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

Profile of Directors

Tan Sri Dato’ Seri (Dr) Cheah Fook Ling - Non-Executive Chairman

Tan Sri Dato’ Seri (Dr) Cheah Fook Ling, Malaysian, aged 57, is the Founder of the Sunway Group and Chairman of Sunway City Berhad (“SunCity”), Sunway Holdings Incorporated Berhad and Sunway Construction Berhad which are a conglomerate of companies that are listed individually on the Main Board of the Kuala Lumpur Stock Exchange.

A Certified Public Accountant by profession,he was appointed a Board member of the Financial Reporting Foundation by the Minister of Finance in July 1997. He sits on the board of The National Kidney Foundation and The Board of Trustees of the Malaysian Liver Foundation. In 1995, he was appointed a member of the Malaysian Business Council and in 1996, he was honored with the Chairmanship of Malaysian Industry- Government Group for High Technology (MIGHT) for Construction and Housing. He was appointed an EXCO member to the Malaysian Tourism Action Council by the Minister of Tourism Malaysia. In recognition of his outstanding contribution to education,the Minister of Education appointed him to the Higher Education Council in 1998. He was also conferred Honorary Doctorates by eight leading universities worldwide and was voted the Property Man of the Year (Malaysia) 1993 as well as the CEO of the Year (Malaysia) 1996.

Appointed to the Board of SunCity on 1 July 1992 and also serves as a Member of the Employees’ Share Option Scheme, Nomination and Remuneration Committees.

Current directorships in other public companies include The Federation of Public Listed Companies,Sunway Holdings Incorporated Berhad and Sunway Construction Berhad.

Attended all of the 6 Board Meetings held in the financial year.

Dato’ Razman M Hashim - Executive Deputy Chairman

Dato’ Razman M Hashim,Malaysian,aged 63,is a member of the Australian Institute of Bankers. He has more than 34 years of experience in the banking industry. He joined the Standard Chartered Bank Malaysia Berhad in 1964 and served in various capacities including secondments to the Bank’s branches in London, Europe, Hong Kong and Singapore. In 1994,he was appointed as Executive Director/Deputy Chief Executive of the Standard Chartered Bank Malaysia Berhad.

Appointed to the Board of SunCity on 28 March 1996 and also serves as a Member of the Employees’ Share Option Scheme Committee.

Current directorships in other public companies include MUI Continental Insurance Berhad,Ranhill Berhad and Multi-Purpose Holdings Berhad.

Attended all of the 6 Board Meetings held in the financial year.

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Tan Sri Dato’ IR Talha bin Haji Mohd Hashim - Senior Independent Non-Executive Director

Tan Sri Dato’ IR Talha bin Haji Mohd Hashim, Malaysian, aged 66, is a Civil Engineer by profession. He graduated from Brighton Technical College, United Kingdom with a Diploma in Civil Engineering in 1959 and a Master in Management Degree from the Asian Institute of Management,Manila in 1976. He is a Professional Engineer registered with the Board of Engineers Malaysia since 1974, Fellow of the Institution of Engineers Malaysia since 1979,Chartered Engineer registered with the Engineering Council United Kingdom since 1989, Fellow of the Institution of Civil Engineers United Kingdom since 1989, Fellow of the Institution of Highways and Transportation United Kingdom since 1990 and Member of the Association of Consulting Engineers Malaysia since 1990. He is also a member of the Malaysian Institute of Management since 1975.

Started his career as a Civil Engineer with the Public Works Department, Malaysia in 1959 and after holding various posts at District, State and Branch levels, he was appointed Director-General of Public Works Malaysia in 1985. He retired from the Government in 1990.

Appointed to the Board of SunCity on 1 November 1990 and also serves as Chairman of the Audit,Nomination and Remuneration Committees.

Current directorships in other public companies include Gamuda Berhad, SHL Consolidated Bhd,Sapura Telecommunication Berhad and Hume Industries (M) Berhad.

Attended all of the 6 Board Meetings held in the financial year.

Mr Wong Choon Kee - Managing Director

Mr Wong Choon Kee, Malaysian,aged 56,is a fellow member of the Royal Institution of Chartered Surveyors, United Kingdom as well as a member of the Institution of Surveyors, Malaysia and the Board of Valuers and Estate Agents, Malaysia. He has 28 years’ experience in Property Development and Project Management,both in Malaysia and overseas.

He is the founder Director of C.H. Williams, Talhar and Wong, a firm of Chartered Valuation Surveyors, Project Managers,Estate Agents and Property Managers,Malaysia.

Prior to joining SunCity, he was with Genting Berhad and Star Cruises PLC, in the capacity of Executive Vice President, with responsibilities in Hotel Operations and Corporate Affairs respectively, and added duties in Real Estate Development and Management.

He was the President and Chief Executive Officer of Abbey Woods Developments Ltd, a public company, whose core business is Property Development and Hospitality, listed on the Toronto Stock Exchange, Canada.

Appointed to the Board of SunCity as Managing Director on 15 April 2000 and also serves as Chairman of the Executive Committee of the Board and a Member of the Employees’ Share Option Scheme Committee. He has no directorships in other public companies.

Attended all of the 6 Board Meetings held in the financial year.

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Mr Ngian Siew Siong - Deputy Managing Director

Mr Ngian Siew Siong, Malaysian, aged 50, attained a Bachelor of Science Degree (Honours) in Civil Engineering from the University of Leeds, United Kingdom in 1976. He has 21 years’ experience in the property development industry.

He was the Regional Operations Manager of MBf Holdings Bhd before joining SunCity. He joined SunCity in 1985 as Project Manager and held various senior posts before being promoted to Executive Director in January 1996. He is currently responsible for the planning and implementation of the property development projects.

Appointed to the Board of SunCity on 29 December 1994 and also serves as a Member of the Audit Committee and Executive Committee of the Board. He has no directorships in other public companies.

Attended all of the 6 Board Meetings held in the financial year.

Mr Ngeow Voon Yean - Deputy Managing Director

Mr Ngeow Voon Yean, Malaysian, aged 49, holds a Bachelor of Commerce majoring in Business Studies and Economics from University of Auckland, New Zealand. He is a council member of the Malaysian Association of Hotel Owners (MAHO), a member of the International Council of Shopping Centers (ICSC) and a member of the ICSC Asia Pacific Advisory Committee.

With 21 years of working experience in property development and investment, management industry, he was the founder President of Shopping and Highrise Buildings Association in both Malaysia and Singapore. He was also a pioneer in the development and management of mixed-use developments. He began his career with Landmarks Holdings Bhd, the developer owner of Sungei Wang Plaza and Metroplex Holdings, the developer of the mall. He then moved to Singapore to join Marina Centre Holdings Pte Ltd,the developer and manager of Marina square, a mixed-use waterfront development in Singapore. His last position was General Manager-Business Development/Retail in Suntec City Development Pte Ltd, the developer and owner of Singapore’s largest private mixed-use development comprising convention,exhibition,shopping and office.

Appointed to the Board of SunCity on 21 April 1997 and also serves as a Member of the Executive Committee of the Board.He has no directorships in other public companies.

Attended all of the 6 Board Meetings held in the financial year.

Ms Low Siew Moi - Non-Independent Non-Executive Director

Ms Low Siew Moi,Malaysian, aged 52,is an accountant by profession. She is a member of the Malaysian Institute of Accountants (MIA) and has 25 years of experience in the field of corporate finance and development.

Appointed to the Board of SunCity on 3 December 1999. Current directorships in other public companies include PKNS Infra Berhad and Worldwide Holdings Berhad.

Attended 5 out of the 6 Board Meetings held in the financial year.

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Mr Lim Swe Guan - Non-Independent Non-Executive Director

Mr Lim Swe Guan, Singaporean, aged 48, holds a Bachelor of Science (Estate Management) Second Class Honours from University of Singapore. He also has a Master of Business Administration from Darden School of Business, University of Virginia, United States of America.

He is the ExecutiveVice President of GIC Real Estate Pte Ltd,the real estate investment arm of the Government of Singapore Investment Corporation Pte Ltd. He is a C h a rt e red Financial A n a lyst and a member of the Association for Inve s t m e n t Management and Research.Among his achievements were the gold medals won from Singapore Institute of Valuers and Singapore Institute of Surveyors. He was a Director of Jones Lang Wootton Australia from 1989 to 1995. He was a Portfolio Manager, Property Division in Suncorp Investment Management before he joined GIC Real Estate Pte Ltd in 1997.

Appointed to the Board of SunCity on 6 March 2002 and also serves as a Member of the Executive Committee of the Board. He has no directorships in other public companies.

Did not attend any Board Meeting held in the financial year as he was only appointed in 2002.

Mr Teo Tong How - Independent Non-Executive Director

Mr Teo Tong How, Singaporean, aged 59, holds a Bachelor of Architecture (Honours) from University of Melbourne,Australia.

He is a member of SIA, RIBA, FRAIA and APAM (Architectural Bodies), Associate Member of SIP and APA (Planning Bodies) and a Registered Property Manager of International Real Estate Institute. Presently he is the Chairman of Tong Eng Brothers Group of Companies and the Chairman and Managing Director of Hong How Group of Companies. He is also a director in Courts (Singapore) Limited, Popular Holdings Limited and Riyan Pte Ltd (a subsidiary of Pacific Century Regional Developments Ltd), all public listed companies in Singapore.

Appointed to the Board of SunCity on 18 April 2001 and also serves as a Member of the Audit,Nomination and Remuneration Committees.He has no directorships in other public companies in Malaysia.

Attended 3 out of the 5 Board Meetings held in the financial year since he was appointed to the Board.

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Mr Tan Siak Tee - Independent Non-Executive Director

Mr Tan Siak Tee, Malaysian, aged 61, holds a Bachelor of Commerce from University of New South Wales, Australia. He is an Associate of the Institute of Chartered Accountants, Australia, an Associate of the Institute of Chartered Secretaries & Administrators and a Member of the Malaysian Institute of Certified Public Accountants.

He started his career as an Auditor in Coopers & Lybrand, Sydney and later seconded to Coopers & Lybrand, Kuala Lumpur. He has extensive experience in banking industry. He was the Chief Internal Auditor for Malaysian Operations in Overseas Chinese Banking Corporation and Chung Khiaw Bank for the period from 1969 to 1971 and 1971 to 1973 respectively. He joined Lee Wah Bank Ltd in 1973 as Manager of Malaysia Central Office and later promoted to Director and Chief Executive Officer for Malaysian operations. He was Director and Chief Executive Officer in United Overseas Bank (M) Berhad for the period from 1994 to 1997. Before he joined Bank of China (Malaysia) Berhad in April 2000, he was a Director and Adviser in Asia Commercial Finance Berhad.

Appointed to the Board of SunCity on 26 November 2001 and also serves as a Member of the Audit Committee.

Current directorships in other public companies include Bank of China (Malaysia) Berhad and Amsteel Corporation Berhad.

Did not attend any Board Meeting held in the financial year as he was only appointed on 26 November 2001.

Notes:

1. Family Relationship with Director and/or Major Shareholder None of the Directors has any family relationship with the other directors and/or major shareholders of SunCity.

2. Conflict of Interest (a) Tan Sri Dato’ Seri (Dr) Cheah Fook Ling is a Director and Major Shareholder of Sunway Holdings Incorporated Berhad (“SunInc”). He has deemed interest in Sunwaymas Sdn Bhd and its subsidiaries via SunInc whose principal activity is similar to SunCity Group namely property development.

(b) Ms Low Siew Moi is a Director of Worldwide Holdings Berhad whose principal activity is similar to SunCity Group namely property development and investment.

Save as disclosed, none of the other Directors has any conflict of interest with SunCity Group.

3. Conviction for Offences None of the Directors has been convicted for offences within the past ten (10) years other than traffic offences, if any.

4. Attendance of Board Meetings The attendance of the Directors at Board of Directors’ Meetings is disclosed in the Statement of Corporate Governance.

10 SU N W AY CITY BERHAD ( 8 7 5 6 4 - X )

5-Year Group Financial Summary

RM’000 2001 2000 1999 1998 1997 (Restated) (Restated) (Restated)

REVENUE 587,969 480,304 479,586 410,097 304,556

PROFIT/(LOSS) BEFORE TAXATION 34,860 7,895 21,203 (91,089) (29,199)

TAXATION 16,306 15,397 1,063 10,112 6,389

PROFIT/(LOSS) AFTER TAXATION 18,554 (7,502) 20,140 (101,201) (35,588)

MINORITY INTERESTS (9,081) 11,442 (5,299) 23,844 9,697

PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS 9,473 3,940 14,841 (77,357) (25,891)

FIXED ASSETS 945,296 967,039 1,002,507 968,181 998,291

INVESTMENT PROPERTIES 722,478 682,572 682,494 604,096 593,484

ASSOCIATED COMPANIES 11,779 11,594 13,757 16,101 15,181

CURRENT ASSETS 446,476 406,437 361,086 432,560 448,568

GOODWILL & DEFERRED EXPENSES 12,112 9,245 0 0 5,276

TOTAL ASSETS 2,138,141 2,076,887 2,059,844 2,020,938 2,060,800

CURRENT LIABILITIES 441,447 368,818 359,741 410,242 439,168

DEFERRED LIABILITIES 732,186 748,171 1,108,111 1,054,565 917,515

TOTAL LIABILITIES 1,173,633 1,116,989 1,467,852 1,464,807 1,356,683

TOTAL NET ASSETS 964,508 959,898 591,992 556,131 704,117

MINORITY INTERESTS 351,252 352,769 160,715 141,236 167,327

SHAREHOLDERS’ FUNDS 613,256 607,129 431,277 414,895 536,790

EARNINGS/(LOSS) PER SHARE (RM) (NET) 0.01 (0.01) 0.05 (0.26) (0.09)

NET TANGIBLE ASSETS 1.46 1.44 1.44 1.38 1.77 PER SHARE (RM)

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