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F O C U S ANNUAL REPORT 2004 Contents 2 Notice of Annual General Meeting 4 Statement Accompanying Notice of AGM 6 Corporate Information 7 Corporate Structure 8 Profile of Directors 12 Environmental Policy 13 Financial Highlights 14 Chairman's Statement 17 Corporate Governance 20 Statement on Internal Control 22 Report of the Audit Committee 26 Financial Statements for Year Ended 31 December 2004 57 List Of Properties 58 Statistic Of Shareholdings 60 Warrant Statistics 63 Proxy Form Enclosed Calligraphy is a beautiful art form with rich history background. Through the medium of form, way of handling the brush, presentation, and style, calligraphy shares the same 'focus' with business, where it conveys the moral integrity, character, relentless growth, and the ultimate goal for the optimum results. Calligraphy is a pervasive art of expression and a branch of learning, which is applicable to the competitive world of business regardless of race, background or religion. It is rich in content, including the evolution of writing styles, development and rules of technique, history, etc, the same traits and attribution being practised by the establishment. Inspired by this art form, the Company strives to achieve greater excellence in their endeavours, and focuses intelligently on boosting the momentum of growth uncompromisingly Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of MINHO (M) BERHAD will be held at Bilik Klang, Kelab Shah Alam Selangor, Jalan Istana Kayangan, 40704 Shah Alam, Selangor Darul Ehsan at 10.00 a.m on 29 June 2005 to transact the following business : AGENDA 1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2004 and the reports of Directors and Auditors thereon. Resolution 1 2. To re-elect the following Directors in accordance with articles 83 of the Company’s Articles of Association. i) Christopher Wan Tiong Seah Resolution 2 ii) Ng Hoe Chang Resolution 3 iii) Khibir Bin Razali Resolution 4 3. To approve the payment of Directors’ fees. Resolution 5 4. To re-appoint Messrs A. Razak & Co. as auditors for the ensuing year and to authorize the Directors to fix their remuneration. Resolution 6 As Special Business To consider and, if thought fit, pass the following Resolution as Ordinary Resolution: 5. P roposed Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965 “That, in pursuant of the Section 132D of the Companies Act, 1965 and the Articles of Association of the Company, the Directors be and hereby authorized to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten percentum (10%) of the issued and paid-up share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing and quotation for the additional shares so issued in the Bursa Malaysia.” Resolution 7 6. P roposed Renewal of Shareholders’ Mandate and New Share h o l d e r s ’ Mandate for Recurrent Related Party Transaction “ RRPT” of a Revenue or Trading Nature to enter into and to give effect to the specified RRPT with the specified Related Parties as stated in Section 2.3 of the circular to shareholders to dated 7 June 2005 “THAT approval be and hereby given to he Company and its subsidiary companies to the Proposed Renewal of Shareholders’ Mandate and New Shareholders’ Mandate for RRPT of a Revenue or Trading Nature to enter into and to give effect to the specified RRPT with the specified Related Parties as stated in Section 2.3 of the Circular to Shareholders dated 7 June 2005 which are necessary for the Group’s day to day operations subject to the following:- THAT the approval shall continue to be in force until: a) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will lapse, unless by a resolution passed at the general 2 meeting whereby the authority is renewed; or b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the ACT”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the ACT); or M I N H O ( M ) B E R H A D Notice of Annual General Meeting c) revoked or varied by resolution passed by the Shareholders in a general meeting, whichever is earlier; AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the proposed PPRT with the abovenamed Related Parties.” Resolution 8 7. To transact any other business for which due notice shall be given in accordance with the Company’s Articles of Association and the Companies Act, 1965. By order of the Board, Tan Choon Hian (2851 MIA) Monalisa binti Ali (LS 0008542) Klang Company Secretaries 7 June 2005 Notes on appointment of proxy: 1. A member of the Company entitled to attend and vote at the abovementioned general meeting may appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. 2. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy. 3. The proxy Form must be deposited at the Company’s Registers Office not less than 48 hours before the time appointed for holding the meeting. Explanatory notes on special business: 4. Resolution Pursuant to Section 132D of the Companies Act, 1965. The ordinary resolution proposed under Resolution 7, if passed, will renew the powers given to the Directors at the last Annual General Meeting authority to issue up to ten percentum (10%) of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. This authority will, unless revoked or varied by the Company in general meeting, expires at the next Annual General Meeting. 5. Resolution Pursuant to Renewal of Shareholders’ Mandate and New Shareholders’ Mandate for Recurrent Related 3 Party Transactions of a Revenue or Trading Nature. The proposed Ordinary Resolution 8, if passed, will empower the Company and it’s subsidiaries to conduct recurrent related party transaction of a revenue in nature which are necessary for the Company and it’s subsidiaries day-to-day operation, and will eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval. This will substantially reduce the expenses associated with the convening of general meetings on a adhoc basis, improve administrative efficiency and allow manpower resources and time channeled towards attaining other corporate objectives. The detailed information on Recurrent Related Party Transactions is set out in the Circular to Shareholders dated 7 June 2005, which was dispatched together with this Annual Report. A N N U A L R E P O R T 2 0 0 4 Statement Accompanying Notice of AGM Pursuant to paragraph 8.28 (2) of the Bursa Malaysia Securities Berhad Listing Requirements appended are: During the financial year ended 31 Dec 2004, four board meetings were held. Date of Meeting Time Place 27 February 2004 11.00a.m Minho (M) Berhad, Klang 26 May 2004 11.00a.m Minho (M) Berhad, Klang 27 August 2004 11.00a.m Minho (M) Berhad, Klang 29 November 2004 11.00a.m Minho (M) Berhad, Klang Details of attendance at the meeting by directors held in the financial year ended 31 December 2004 are as follows:- Name of Directors Date of Appointment No of Meetings Attended Y.A.M Tunku Tan Sri Imran 14 February 1992 1/2 ibni Tuanku Ja’afar ( Resigned on 28 June 2004) Dato’ Ismail bin Yusof 28July 1994 2/4 Dato’ Dr. Salleh Mohd Nor 4 December 1995 4/4 Dato’ Loo Keng An @ Lee Kim An 16 July 1990 4/4 Yap Leong Seng 13 January 1993 4/4 Loo Say Leng 13 January 1993 4/4 Ng Hoe Chang 17 September 1999 4/4 Christopher Wan Tiong Seah 5 April 1999 4/4 Khibir bin Razali 28 June 2002 4/4 Name of Directors who are standing for re-election as in Agenda 2 of the Notice of the AGM are as follows:- Name of Directors (i) Christopher Wan Tiong Seah (ii) Ng Hoe Chang (iii) Khibir Bin Razali Details of Directors standing for re-election are as set out in pages 8 to 10. 4 M I N H O ( M ) B E R H A D Calligraphy is the highest form of art, and selecting the appropriate brush is very crucial; business, a competitive art form, also requires careful utilizations of the right tools to succeed. Each stroke emphasizes on the importance of precision, this is the same attitude adopted by the company to ‘focus’ on the matter at hand and in choosing the right tools/ strategies to solve any problems, achieving greater potential, efficiency and productivity. Corporate Information BOARD OF DIRECTORS Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar Christopher Wan Tiong Seah (resigned on 28/06/04) Independent Non - Executive Director Chairman/ Independent Non - Executive Director Loo Say Leng Dato' Loo Keng An @ Lee Kim An Executive Director Managing Director Ng Hoe Chang Dato' Ismail bin Yusof Executive Director Independent Non - Executive Director Encik Khibir bin Razali Dato' Dr.