14 D i rectors’ Report 19 Statement by Dire c t o r s 19 S t a t u t o ry Declaration 20 R e p o rt of the Auditors to the Members 21 Balance Sheets 22 P rofit and Loss Accounts 23 Cash Flow Statement 24 Notes to the Accounts Directors’ Report

The Directors have pleasure in presenting their report together with the audited accounts of the Group and of the Company for the year ended 31 December 1999.

PRINCIPAL ACTIVITIES

The principal activities of the Company are that of manufacturing and distribution of tin cans.

The principal activities of the Group include the manufacturing and distribution of tin cans, 2-piece aluminium beverage cans, polyethelene terephalate products and corrugated fibreboard cartons, provision of engineering services, letting of property and provision of share registration and management services.

There have been no significant changes in the nature of these activities during the year.

RESULTS Group Company RM'000 RM'000

Profit before taxation 52,607 43,672 Taxation (45) (2,568)

Profit after taxation 52,562 41,104 Minority interest 2,112 -

54,674 41,104 Less : Dividends - Interim dividend paid (5,786) (5,786) - Proposed final and special dividends (17,358) (17,358) Retained profit for the year 31,530 17,960

There were no material transfers to or from reserves or provisions during the year.

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The dividends paid or declared by the Company since the date of the last report were as follows:-

RM'000 In respect of the financial year ended 31 December 1998 as shown in the Directors' Report of that financial year:-

Final dividend of 10% and a special dividend of 20%, both tax exempt 17,358

In respect of the financial year ended 31 December 1999:-

Interim dividend of 10%, tax exempt 5,786

The Directors now recommend a final dividend of 10%, tax exempt, amounting to RM5,786,000 and a special dividend of 20%, tax exempt, amounting to RM11,572,000 in respect of the current financial year.

14 Directors’ Report (Continued)

DIRECTORS

The names of the Directors of the Company in office since the date of the last report and at the date of this report are:

Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar (Appointed on 30.11.99) Y.A.M. Tunku Nadzaruddin Ibni DYMM Tuanku Ja'afar Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah See Teow Chuan Dato' Anthony See Teow Guan See Teow Koon See Tiau Kee See Ean Seng Dato' Gnanalingam s/o Gunanath Lingam (Alternate director to Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah)

In accordance with Article 95 of the Company's Articles of Association, Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah and See Ean Seng retire by rotation and, being eligible, offer themselves for re-election.

In accordance with Article 108 of the Company's Articles of Association, Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar retires by rotation and, being eligible, offer himself for re-election.

DIRECTORS' BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company is a party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors 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 any Director or with a firm of which the Director is a member or with a company in which the Director has a substantial financial interest required to be disclosed by Section 169(8) of the Companies Act, 1965.

DIRECTORS' INTEREST IN SHARES

The following Directors who held office at the end of the financial year had, according to the register required to be kept under Section 134 of the Companies Act, 1965, an interest in shares and debentures of the Company and its related corporations, as stated below :

Number of ordinary shares of RM0.50 each At At The Company 1.1.99 Bought Sold 31.12.99

Y.A.M. Tunku Naquiyuddin 9,750 -- 9,750 Ibni DYMM Tuanku Ja'afar * 70,000 --* 70,000

Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 498,755 -- 498,755

15 Directors’ Report (Continued)

DIRECTORS' INTEREST IN SHARES (Continued)

Number of ordinary shares of RM0.50 each At At The Company (Continued) 1.1.99 Bought Sold 31.12.99

Mr. See Teow Chuan 95,309 95,000 - 190,309 * 42,741,276 --* 42,741,276

Dato' Anthony See Teow Guan 50,470 -- 50,470 * 42,941,276 --* 42,941,276

Mr. See Teow Koon 15,744 -- 15,744 * 42,851,746 --* 42,851,746

Mr. See Ean Seng 42,605 -- 42,605 * 1,453 --* 1,453

Mr. See Tiau Kee * 42,741,276 --* 42,741,276

Dato' Gnanalingam s/o Gunanath Lingam (alternate to Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah) 436,000 - 400,000 36,000 * 1,100,285 300,000 -* 1,400,285

Number of ordinary shares of RM1.00 each At At Subsidiary 1.1.99 Bought Sold 31.12.99 Box-Pak (Malaysia) Berhad

Y.A.M. Tunku Naquiyuddin 86,000 -- 86,000 Ibni DYMM Tuanku Ja'afar * 1,680,000 --* 1,680,000

Y.A.M. Tunku Nadzaruddin Ibni DYMM Tuanku Ja'afar 1,573,000 -- 1,573,000

Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah - 10,000 - 10,000

Mr. See Teow Chuan 11,000 -- 11,000

Dato' Anthony See Teow Guan 7,000 -- 7,000

Mr. See Ean Seng - 24,000 - 24,000 * - 34,000 -* 34,000

16 Directors’ Report (Continued)

DIRECTORS' INTEREST IN SHARES (Continued)

No. of warrants At At The Company 1.1.99 Bought Sold 31.12.99

Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar 100 -- 100

Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 66,500 -- 66,500

Mr. See Teow Chuan 37,000 -- 37,000 * 5,698,835 --* 5,698,835

Dato' Anthony See Teow Guan 25,353 -- 25,353 * 5,698,835 --* 5,698,835

Mr. See Teow Koon 15,353 -- 15,353 * 5,698,835 --* 5,698,835

Mr. See Ean Seng 26,500 -- 26,500 * - 200 -* 200

Mr. See Tiau Kee * 5,698,835 --* 5,698,835

* Denotes indirect interest

See Teow Chuan, Dato' Anthony See Teow Guan, See Teow Koon and See Tiau Kee are deemed to have interest in the shares of the subsidiary companies to the extent Kian Joo Can Factory Berhad has an interest by virtue of their interests in the Company as disclosed above.

OTHER STATUTORY INFORMATION

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

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business have been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which would render:-

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and the Company inadequate to any substantial extent; and

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

17 Directors’ Report (Continued)

OTHER STATUTORY INFORMATION (Continued)

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or accounts of the Group and of the Company which would render any amount stated in the accounts misleading.

(e) As at the date of this report, there does not exist:-

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liabilities in respect of the Group and of the Company which has arisen since the end of the financial year.

(f) In the opinion of the Directors:-

(i) no contingent liability 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 will or may affect the ability of the Group or of the Company to meet its obligations as and when they fall due;

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

On behalf of the Board,

Y.A.M. TUNKU NADZARUDDIN IBNI ) DYMM TUANKU JA'AFAR ) ) ) DIRECTORS ) ) SEE TEOW CHUAN )

Batu Caves, Selangor Darul Ehsan 28 February 2000

18 Statement by Directors Pursuant to Section 169(15) of the Companies Act, 1965

We, Y.A.M. TUNKU NADZARUDDIN IBNI DYMM TUANKU JA'AFAR and SEE TEOW CHUAN, being two of the Directors of KIAN JOO CAN FACTORY BERHAD, do hereby state that in the opinion of the Directors, the accounts set out on pages 21 to 37 are drawn up in accordance with approved accounting standards so as to give a true and fair view of:-

(i) the state of affairs of the Group and of the Company as at 31 December 1999 and of the results of the business of the Group and of the Company for the year ended on that date; and

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

On behalf of the Board,

Y.A.M. TUNKU NADZARUDDIN IBNI ) DYMM TUANKU JA'AFAR ) ) ) DIRECTORS ) SEE TEOW CHUAN )

Batu Caves, Selangor Darul Ehsan 28 February 2000

Statutory Declaration Pursuant to Section 169(16) of the Companies Act, 1965

I, SEE SIEW CHOO, being the officer primarily responsible for the financial management of KIAN JOO CAN FACTORY BERHAD, do solemnly and sincerely declare that the accounts set out on pages 21 to 37 are in my opinion 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, 1960.

Subscribed and solemnly declared by the abovenamed SEE SIEW CHOO at Kuala Lumpur in the Federal Territory on 28 February 2000 SEE SIEW CHOO

Before me,

Commissioner for Oaths

19 Report of the Auditors to the Members of Kian Joo Can Factory Berhad

We have audited the accounts set out on pages 21 to 37. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that 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.

In our opinion:-

(a) the accounts are properly drawn up in accordance with the provisions of the Companies Act, 1965 and approved accounting standards in Malaysia so as to give a true and fair view of:

(i) the state of affairs of the Group and of the Company as at 31 December 1999 and of the results of the Group and of the Company and the cash flows of the Group for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the accounts.

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

We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company's accounts are in 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 those purposes.

The Auditors' Reports on the accounts of the subsidiary companies were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Companies Act, 1965.

ERNST & YOUNG AF: 0039 Public Accountants

Ong Seng Pheow 1021/3/01(J/PH) Partner

Kuala Lumpur, Malaysia 28 February 2000

20 Balance Sheets (as at 31 December 1999)

Group Company Note 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

FIXED ASSETS 2 341,769 342,735 61,544 63,931 SUBSIDIARY COMPANIES 3 - - 54,091 46,860 ASSOCIATED COMPANIES 4 20,572 17,000 14,172 12,515 INVESTMENT 5 750 750 750 750 DEFERRED EXPENDITURE 6 2,923 - - -

CURRENT ASSETS Stocks 7 106,636 106,279 34,269 30,655 Trade debtors 8 136,016 113,943 24,066 24,677 Other debtors, deposits and prepayments 12,179 11,995 28,034 31,607 Fixed deposits with licensed banks 26,162 104,926 1,006 83,646 Cash and bank balances 20,874 6,654 7,343 357

301,867 343,797 94,718 170,942

CURRENT LIABILITIES

Trade creditors 19,373 14,546 7,882 5,902 Bank borrowings 9 14,593 8,721 1,578 1,399 Other creditors and accruals 19,619 13,698 1,504 2,268 Bonds 10 - 80,000 - 80,000 Taxation 990 22,769 34 9,112 Proposed dividends 17,358 17,358 17,358 17,358

71,933 157,092 28,356 116,039

NET CURRENT ASSETS 229,934 186,705 66,362 54,903

595,948 547,190 196,919 178,959

FINANCED BY:

SHARE CAPITAL 11 57,860 57,860 57,860 57,860 SHARE PREMIUM 266 266 266 266 RESERVES 12 403,334 371,804 136,284 118,324 SHAREHOLDERS' FUNDS 461,460 429,930 194,410 176,450 MINORITY INTEREST 47,974 44,687 - - LONG TERM LOAN 9 79,538 64,906 - - DEFERRED TAXATION 13 6,976 7,667 2,509 2,509

595,948 547,190 196,919 178,959

The annexed notes form an integral part of the accounts.

21 Profit And Loss Accounts (for the year ended 31 December 1999)

Group Company Note 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

TURNOVER 14 425,517 425,012 123,961 140,385

COST OF SALES 339,808 339,470 105,679 118,603

OPERATING PROFIT 15 49,102 73,911 43,672 49,206

SHARE OF PROFITS FROM ASSOCIATED COMPANIES 3,505 2,434 - -

PROFIT BEFORE TAXATION 52,607 76,345 43,672 49,206

TAXATION 16 (45) (22,485) (2,568) (8,307)

PROFIT AFTER TAXATION 52,562 53,860 41,104 40,899

MINORITY INTEREST 2,112 (1,800) - -

PROFIT ATTRIBUTABLE TO SHAREHOLDERS 54,674 52,060 41,104 40,899

DIVIDENDS 17 (23,144) (23,144) (23,144) (23,144)

RETAINED PROFIT FOR THE YEAR 12 31,530 28,916 17,960 17,755

EARNINGS PER SHARE 18

- Basic 47 sen 45 sen

- Fully diluted - 42 sen

The annexed notes form an integral part of the accounts

22 Cash Flow Statement (for the year ended 31 December 1999)

1999 1998 RM'000 RM'000 CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 403,534 443,666 Payment to suppliers (265,832) (276,001) Payment of operating expenses (72,102) (86,838) Payment for deferred expenditure (1,941) - Other receipts 13,216 16,915

Cash generated from operations 76,875 97,742

Interest paid (8,802) (3,250) Income tax paid (26,836) (21,600)

Net cash generated from operating activities 41,237 72,892

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received from an associated company 5,000 - Purchase of fixed assets (37,032) ( 1 4 3 , 8 1 1 ) Proceeds from disposal of fixed assets 98 437 Cash flow from acquisition of subsidiary net of cash acquired - 8 Interest received 5,166 9,473

Net cash used in investing activities (26,768) (133,893)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from subscription of shares by minority shareholders in a subsidiary company 8,000 - Redemption of bonds (80,000) - Term loan and bankers' acceptances obtained 19,260 64,906 Dividends paid (23,144) (23,144) Dividends paid to minority shareholders of a subsidiary company (2,601) (1,302) Net change in associated companies' balances (1,772) 862

Net cash (used in)/ generated from financing activities (80,257) 41,322

NET DECREASE IN CASH AND CASH EQUIVALENTS (65,788) (19,679)

CASH AND CASH EQUIVALENTS BROUGHT FORWARD 102,859 122,538

CASH AND CASH EQUIVALENTS CARRIED FORWARD 37,071 102,859

CASH AND CASH EQUIVALENTS COMPRISE THE FOLLOWING:-

Cash and bank balances 20,874 6,654 Bank overdrafts (Note 9) (9,965) (8,721) Fixed deposits with licensed banks 26,162 104,926

37,071 102,859

23 Notes To The Accounts (31 December 1999)

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Accounting Convention

The accounts are prepared under the historical cost convention and modified by the revaluation of certain shares in subsidiary companies and comply with approved accounting standards issued by the Malaysian Accounting Standards Board. In the financial year ended 31 December 1998, the Company and the Group applied certain transitional provisions in International Accounting Standard 16 (Revised), Property, Plant and Equipment, by virtue of which a reporting enterprise which does not adopt a policy of revaluation is allowed to retain carrying amounts on the basis of their previous revaluations subject to continuity in depreciation policy and the requirement to write an asset down to its recoverable amount. Accordingly, the valuations of these assets have not been updated and their carrying amounts are stated as deemed cost.

(b) Basis of Consolidation

The consolidated accounts incorporate the accounts of the Company and all its subsidiaries. All the subsidiaries are consolidated using the acquisition method of accounting except those acquisitions of subsidiary companies which meet the criteria for merger accounting under Malaysian Accounting Standard No. 2, Accounting for Acquisitions and Mergers, are accounted under that method.

(i) Under the acquisition method of accounting, the results of subsidiaries acquired or disposed during the year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies' net assets are determined and these values are reflected in the consolidated accounts.

The difference between the acquisition cost and the fair value of assets acquired is reflected as goodwill or reserve on consolidation as appropriate.

Goodwill on consolidation is written off against reserve.

(ii) Under the merger method of accounting, the results of the subsidiary companies are presented as if the companies had been combined through the current and previous financial years.

All significant intra-group transactions are eliminated in the consolidated accounts.

(c) Associated Companies

Associated company is a company in which the Company has a long term equity interest of between 20 and 50 percent and where it exercises significant influence through Board representation.

The Group equity-accounts for its share of post-acquisition results and reserves of associated companies based on the latest audited or management accounts of the companies concerned.

The Group's share of results and reserves of associated companies acquired or disposed is included in the consolidated accounts from the date of acquisition and up to the date of disposal.

(d) Depreciation of Fixed Assets

Freehold land and capital work-in-progress are not depreciated. Leasehold land is amortised evenly over the unexpired lease terms ranging from 24 to 91 years. Other fixed assets are depreciated over the estimated useful lives on a straight line basis. The principal annual rates of depreciation used are as follows:- %

Buildings 2 Motor vehicles 20 Furniture, fittings and equipment 10 - 33 1/3 Plant, machinery and equipment 6 2/3 - 10

24 Notes To The Accounts (Continued) (31 December 1999)

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Investment

Investment in subsidiary companies is stated at valuation or at cost and other long term investment is stated at cost. They are written down only when the Directors are of the opinion that there is a permanent diminution in value.

(f) Stocks

Trading stocks are stated at the lower of cost and net realisable value after adequate provision has been made for damaged, obsolete and slow moving items. Cost is determined on a first-in first-out basis. Work- in-progress and finished goods comprise raw materials, labour and manufacturing overheads.

(g) Transactions in Foreign Currencies

Transactions in foreign currencies are recorded in Ringgit Malaysia at the exchange rate ruling at the time of the transaction or at contracted rates where applicable. Foreign currency assets and liabilities are reported in Ringgit Malaysia at the exchange rates ruling at the balance sheet date. All gains and losses are included in the profit and loss account.

(h) Deferred Taxation

Deferred taxation is provided on timing differences using the liability method except where it can be demonstrated with reasonable probability that the tax deferrals will continue in the foreseeable future.

Debit balances in the deferred taxation account are not carried forward except when their realisability is beyond reasonable doubt.

(i) Deferred Expenditure

Expenditure incurred prior to the date of commencement of operations of a subsidiary company has been capitalised as deferred expenditure. The expenditure is amortised over a period not exceeding three years from the date of commencement of operations.

(j) Cash and Cash Equivalents

For the purposes of the Cash Flow Statement, cash and cash equivalents include cash in hand and at bank, fixed deposits and bank overdrafts.

(k) Year 2000 Compliance Costs

The Year 2000 compliance costs are costs specifically associated with modifying existing internal-use software for the Year 2000. Year 2000 compliance costs are expensed to the profit and loss account as and when incurred except that costs which represent an enhancement of the existing software and related hardware beyond its originally assessed standard of performance are capitalised as part of the related asset if it can be measured reliably.

25 Notes To The Accounts (Continued) (31 December 1999)

2. FIXED ASSETS GROUP Leasehold land and Furnitur Freehold buildings Plant fitting land and Long Short and and buildings term term machinery equipmen COST RM'000 RM'000 RM'000 RM'000 RM'000 At 1 January 64,325 72,613 3,291 362,819 16,455 Acquisition of a subsidiary - - - - Additions 5,239 79 83 25,600 2,996 Disposals - - - (126) (51 Reclassification 9,471 - - 1,210 831 Reclassification to spare part - - - (3,233) At 31 December 79,035 72,692 3,374 386,270 20,231 ACCUMULATED DEPRECIATION At 1 January 590 8,294 464 172,993 8,295 Acquisition of a subsidiary - - - - Charge for the year 750 1,184 84 29,193 2,452 Disposal - - - (100) At 31 December 1,340 9,478 548 202,086 10,739 NET BOOK VALUE At 31 December 1999 77,695 63,214 2,826 184,184 9,492 At 31 December 1998 63,735 64,319 2,827 189,826 8,160 ANALYSIS OF COST At deemed cost (or valuation) in - 1990 740 40,930 1,100 - - 1996 - 23,705 - - At cost 78,295 8,057 2,274 386,270 20,231 79,035 72,692 3,374 386,270 20,231

COMPANY Leasehold land and Plant Furnitur Freehold buildings and fitting land and Long Short machinery and buildings term term equipment equipmen COST RM'000 RM'000 RM'000 RM'000 RM'000 At 1 January 23,425 20,289 2,191 53,541 6,782 Additions 12 - 83 1,714 1,365 Disposals - - - - (23 At 31 December 23,437 20,289 2,274 55,255 8,124

ACCUMULATED DEPRECIATION At 1 January 508 2,470 273 36,962 3,297 Depreciation charge 134 310 60 3,875 948 Disposals - - - - At 31 December 642 2,780 333 40,837 4,243 NET BOOK VALUE At 31 December 1999 22,795 17,509 1,941 14,418 3,881 At 31 December 1998 22,917 17,819 1,918 16,579 3,485 ANALYSIS OF COST At deemed cost (or valuation) in - 1990 740 20,060 - - At cost 22,697 229 2,274 55,255 8,124 23,437 20,289 2,274 55,255 8,124 26 Notes To The Accounts (Continued) (31 December 1999)

Furniture, Plant fittings Capital and and Motor work-in- machinery equipment vehicles progress 1999 1998 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 362,819 16,455 6,178 11,524 537,205 386,359

- - - - - 7 25,600 2,996 901 2,134 37,032 152,057 (126) (51) (43) - (220) (1,218) 1,210 831 - (11,512) - -

(3,233) - - - (3,233) - 386,270 20,231 7,036 2,146 570,784 537,205

172,993 8,295 3,834 - 194,470 166,592

- - - - - 6 29,193 2,452 1,033 - 34,696 28,767 (100) (8) (43) - (151) (895) 202,086 10,739 4,824 - 229,015 194,470

184,184 9,492 2,212 2,146 341,769 - 189,826 8,160 2,344 11,524 - 342,735

- - - - 42,770 42,711 - - - - 23,705 23,705 386,270 20,231 7,036 2,146 504,309 470,789 386,270 20,231 7,036 2,146 570,784 537,205

Plant Furniture, and fittings Capital machinery and Motor work-in- equipment equipment vehicles progress 1999 1998 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 53,541 6,782 3,253 37 109,518 100,515 1,714 1,365 333 - 3,507 9,471 - (23) - - (23) (468) 55,255 8,124 3,586 37 113,002 109,518

36,962 3,297 2,077 - 45,587 40,586

3,875 948 546 - 5,873 5,458 - (2) - - (2) (457) 40,837 4,243 2,623 - 51,458 45,587

14,418 3,881 963 37 61,544 - 16,579 3,485 1,176 37 - 63,931

- - - - 20,800 20,800 55,255 8,124 3,586 37 92,202 88,718 55,255 8,124 3,586 37 113,002 109,518 27 Notes To The Accounts (Continued) (31 December 1999)

2. FIXED ASSETS (Continued)

Land and buildings of the Group and of the Company stated at valuation in 1990 were revalued in September 1990 by the Directors based on valuation carried out by independent professional firms of valuers on an open market value basis modified by the relevant authorities. Land and buildings of the Group stated at valuation in 1996 were revalued by an independent professional firm of valuers on an open market value basis. The valuation was modified by the relevant authorities and adopted by the Directors in May 1996. As allowed by the transitional provisions of International Accounting Standard 16 (Revised), Property, Plant and Equipment, issued by the Malaysian Accounting Standards Board, these assets have continued to be stated at their prior years' valuations, which are now regarded as deemed cost.

Included in the office equipment of the Group and of the Company are amounts of RM937,000 and RM564,000 respectively which relate to the acquisition of hardware and software to meet Year 2000 compliance requirements.

3. SUBSIDIARY COMPANIES Company 1999 1998 RM'000 RM'000

Quoted shares, at cost 16,729 16,729 Quoted shares, at valuation 6,854 6,854 Unquoted shares, at cost 38,000 26,000 Unquoted shares, at valuation 29,134 29,134 Amount owing by subsidiary companies 67,285 59,073 Amount owing to subsidiary companies (103,911) (90,930)

54,091 46,860

Market value of quoted shares 64,942 50,462

The amount owing by/(to) subsidiary companies are unsecured and non-interest bearing.

The details of the subsidiary companies are set out in Note 23 to the accounts.

The quoted and unquoted shares at valuation were revalued in September 1990 by the Directors based on the net tangible assets of the subsidiaries as a result of revaluation of certain landed properties of the subsidiaries concerned. The revaluation was carried out by an independent professional firm of valuers.

4. ASSOCIATED COMPANIES Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

Unquoted shares, at cost 11,135 11,135 11,135 11,135 Share of post acquisition reserves (a) 6,264 4,464 - - (b) 17,399 15,599 11,135 11,135 Amount owing by associated companies 3,173 1,401 3,037 1,380 20,572 17,000 14,172 12,515

The amounts owing by associated companies are trade related and non interest bearing.

28 Notes To The Accounts (Continued) (31 December 1999)

4. ASSOCIATED COMPANIES (Continued)

Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 (a) Share of post-acquisition reserves

As at 1 January 4,464 5,676 - - Share of profit after tax 3,700 1,538 - - 8,164 7,214 - - Less: Dividend receivable (1,900) (2,750) - -

As at 31 December 6,264 4,464 - -

Group 1999 1998 RM'000 RM'000 (b) Group's interest in associated companies:

Group's share of net tangible assets (NTA) 18,937 18,424 Less: Exchange reserve on translation of NTA of an associated company not accounted for (1,538) (2,825) 17,399 15,599

The details of the associated companies are set out in Note 23 to the accounts.

5. INVESTMENT

Group/Company 1999 1998 RM'000 RM'000

Debentures at cost (unquoted) 750 750

6. DEFERRED EXPENDITURE

Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

Deferred expenditure, at cost 3,629 - - - Less: Amortisation (706) - - - 2,923 - - -

Included in deferred expenditure is interest capitalised for the year of RM1,688,000 (1998: Nil).

29 Notes To The Accounts (Continued) (31 December 1999)

7. STOCKS Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

Raw materials 69,895 71,505 22,299 18,473 Work-in-progress 11,734 10,882 6,265 5,299 Finished goods 21,009 24,437 5,705 6,883 Sundry stocks 4,636 474 - - 107,274 107,298 34,269 30,655 Provision for obsolete stocks (638) (1,019) - - 106,636 106,279 34,269 30,655

8. TRADE DEBTORS Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

Amounts receivable 137,011 115,179 24,210 25,022 Provision for doubtful debts (995) (1,236) (144) (345) 136,016 113,943 24,066 24,677

9. BANK BORROWINGS Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 Bank borrowings: - Bankers' acceptances (secured) 2,958 - - - - Bank overdrafts: - secured 3,813 1,853 - - - unsecured 6,152 6,868 1,578 1,399 - Term loan (secured) - portion repayable within 12 months 1,670 - - -

14,593 8,721 1,578 1,399 Term loan (secured) 79,538 64,906 - - 94,131 73,627 1,578 1,399

The secured bank borrowings and term loan are secured by a memorandum of deposit of titles to the freehold land owned by a subsidiary company.

The unsecured bank overdrafts of the Group are secured by a corporate guarantee issued by the Company and a negative pledge on the assets of certain subsidiary companies.

The bank overdrafts and term loan bear interest at rates ranging from 7.30% to 8.15% (1998: 8.55% to 12.80%) per annum.

The term loan is repayable by 60 monthly instalments with the first instalment payable in March 2000.

30 Notes To The Accounts (Continued) (31 December 1999)

10.BONDS

Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

3% Redeemable Non-Convertible Bonds 1994/1999 with Detachable Warrants - 80,000 - 80,000

The 3% Redeemable Non-Convertible Bonds 1994/1999 ("Bonds") at nominal value of RM1.00 each were constituted by a Trust Deed dated 16 November 1994 made by the Company and the Trustee for the holders of the Bonds. Interest on the Bonds was payable annually in arrears. The Bonds were fully redeemed during the year.

The Detachable Warrants ("Warrants") are constituted by a Deed Poll dated 16 November 1994 made by the Company and the Trustee for the holders of the Warrants. Each Warrant will entitle its registered holder to subscribe for one ordinary share of RM0.50 each in the Company at a subscription price of RM6.50 per share. As at the balance sheet date, the number of Warrants remaining unexercised is 15,379,029 (1998: 15,379,029).

The expiry date of the Warrants which was previously 22 May 1999 has been extended to 22 May 2002.

11.SHARE CAPITAL

NUMBER OF ORDINARY SHARES OF RM0.50 EACH Group/Company 1999 1998 1999 1998 RM'000 RM'000

Authorised: Ordinary shares of RM0.50 each 200,000,000 200,000,000 100,000 100,000

Issued and fully paid: Ordinary shares of RM0.50 each 115,720,117 115,720,117 57,860 57,860

31 Notes To The Accounts (Continued) (31 December 1999)

12.RESERVES Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 Non-distributable reserves:

Reserves arising from revaluation of land and buildings and quoted and unquoted shares in subsidiary companies 12,357 12,357 24,092 24,092 Capital reserve 4,480 4,480 - - Reserve on consolidation 4,814 4,814 - -

Distributable reserves:

Profit and loss account (Note a) 381,683 350,153 112,192 94,232 At 31 December 403,334 371,804 136,284 118,324

(a) Profit and Loss Account:

At 1 January 350,153 321,237 94,232 76,477 Retained profit for the year 31,530 28,916 17,960 17,755 At 31 December 381,683 350,153 112,192 94,232

The Company has approximately RM32,535,000 (1998: RM17,204,000) tax exempt income available for distribution as tax exempt dividend. Based on estimated tax credits available, the entire retained profits of the Company is available for distribution by way of cash dividends without incurring additional tax liability. However, the ability of the Company to distribute its retained earnings is subject to restrictions contained in Section 365 of the Companies Act, 1965. In general, a company is allowed to declare dividends for a financial year of an amount not exceeding the after-tax profit of that financial year or not exceeding the average dividends declared in respect of the two financial years immediately preceding that financial year, whichever is the greater. Any after-tax profit not declared as dividends for any financial year commencing on or after 1 July 1997 may be accumulated and paid out as dividends in any subsequent financial year.

Although it was announced on 29 October 1999 in the 2000 Budget Speech that the aforesaid restrictions be removed with immediate effect, the amendment to Section 365 of the Companies Act, 1965 has thus far not been gazetted.

13.DEFERRED TAXATION Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

As at 1 January 7,667 8,180 2,509 2,509 Transferred to profit and loss account (691) (513) - - At 31 December 6,976 7,667 2,509 2,509

32 Notes To The Accounts (Continued) (31 December 1999)

14.TURNOVER

Turnover of the Company and of the Group represents the invoiced value of goods sold less trade discounts and returns.

15.OPERATING PROFIT Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 Operating profit is arrived at after charging:-

Directors' remuneration payable to directors of - holding company 2,256 2,210 981 958 - subsidiary companies who are not directors of the holding company 715 744 - - Directors' fees payable to directors of - holding company 150 150 85 85 - subsidiary companies who are not directors of the holding company 58 48 - - Auditors' remuneration - current year 125 123 32 32 - (over)/under provision in prior year (2) 2 - 2 Rent - buildings 730 1,208 90 73 - machinery 873 696 328 300 Interest - term loan 3,908 - - - - overdrafts 583 630 68 122 - bonds 2,137 2,400 2,137 2,400 - other bank borrowings 476 163 - 80 Depreciation of fixed assets 34,696 28,767 5,873 5,458 Bad and doubtful debts 156 1,195 144 - Amortisation of deferred expenditure 706 - - -

and crediting:-

Gain on sale of fixed assets 29 114 - 67 Dividend income - from quoted subsidiary company - - 4,388 3,291 - from unquoted subsidiary companies - - 21,146 21,146 - from associated company - - 2,639 3,411 Interest income 5,144 10,875 4,082 8,034 Rental receivable 2,299 2,256 815 813

33 Notes To The Accounts (Continued) (31 December 1999)

16.TAXATION

Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000

Taxation based on results for the year:

Malaysian taxation - current year - 22,580 2,009 8,307 - deferred taxation (691) (513) - -

(691) 22,067 2,009 8,307 Share of taxation of associated companies - in Malaysia (195) 870 - - - outside Malaysia - 26 - -

(886) 22,963 2,009 8,307 Under/(over) provision in prior years 931 (478) 559 -

45 22,485 2,568 8,307

No provision for taxation is made for the Group as tax on income earned (except for dividend income) during the year is waived pursuant to Income Tax (Amendment) Act 1999.

The taxation of the Company is based on chargeable income from dividend after deducting applicable interest expenses.

As at 31 December 1999, unabsorbed capital allowances, unutilised tax losses and tax exempt income of the G roup amounted to approximately RM35,182,000 (1998: RM6,827,000), RM14,266,000 (1998: RM1,193,000) and RM161,268,000 (1998: RM80,005,000) respectively, which is available for set-off against future taxable income subject to agreement of the Inland Revenue Board.

17.DIVIDENDS Group/Company 1999 1998 RM'000 RM'000

Interim dividend of 10%, tax exempt 5,786 5,786 Proposed dividends:- - final dividend of 10%, tax exempt 5,786 5,786 - special dividend of 20%, tax exempt 11,572 11,572

23,144 23,144

34 Notes To The Accounts (Continued) (31 December 1999)

18.EARNINGS PER SHARE

(a) The basic earnings per share is calculated by dividing the Group's profit after taxation and minority interest of RM54,674,000 (1998: RM52,060,000) by the weighted average number of ordinary shares in issue during the year of 115,720,117 (1998: 115,720,117).

(b) The fully diluted earnings per ordinary share for the financial year ended 31 December 1999 has not been disclosed as the effect arising from the possible exercise of warrants is anti-dilutive.

The fully diluted earnings per ordinary share for the financial year ended 31 December 1998 was calculated by dividing the Group's adjusted earnings of RM55,006,000 by the enlarged weighted average number of shares issued and issuable of 131,099,146. The Group's adjusted earnings of RM55,006,000 has been adjusted to take into account the notional interest savings after tax on the RM80,000,000 3% Bonds, the notional interest savings after tax deemed to be derived from repayment of interest-bearing borrowings and the notional interest income after tax deemed to be derived from fixed deposits at 8% per annum on the cash receivable of RM99,964,000 arising from the exercise of the balance of 15,379,029 Warrants. The enlarged weighted average number of shares issued and issuable of 131,099,146 was calculated based on the assumption that the balance of the Warrants were fully exercised at a subscription price of RM6.50 per share into ordinary shares of RM0.50 each on 1 January 1998.

19.SIGNIFICANT INTER-COMPANY TRANSACTIONS Company 1999 1998 RM'000 RM'000

Sales to subsidiary companies 41,239 39,113 Rental receivable from subsidiary companies 792 792 Purchases from subsidiary companies 16,592 18,090 Rent payable to subsidiary company 12 12

The above transactions were entered into in the normal course of business on terms that the Directors consider comparable to those had the transactions been entered into with third parties.

20.CONTINGENT LIABILITIES Company 1999 1998 RM'000 RM'000 Guarantees given to financial institutions for credit facilities granted to subsidiary companies 4,574 7,320

21.COMMITMENTS Group Company 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 Capital expenditure - approved and contracted for:

Commitments in respect of contracts placed 962 29,192 - 520 Commitments in respect of contracts placed for Year 2000 compliance - 346 - 346 962 29,538 - 866

35 Notes To The Accounts (Continued) (31 December 1999)

22.SEGMENTAL REPORTING Profit/(loss) Total tangible Turnover before taxation assets employed 1999 1998 1999 1998 1999 1998 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Manufacturing - general cans 215,188 213,468 32,870 38,620 220,124 293,561 - aluminium cans 148,738 150,492 8,605 28,597 330,911 304,230

Corrugated carton 42,152 44,217 7,092 6,775 80,955 78,930

Polyethelene terephalate products 18,576 15,879 4,042 2,240 28,323 22,932

Property 20 154 (30) 105 961 1,005

Others 843 802 28 8 3,684 3,624 425,517 425,012 52,607 76,345 664,958 704,282

23.SUBSIDIARY AND ASSOCIATED COMPANIES Details of the Company's subsidiary and associated companies are listed below:- Country of Nature of Company Incorporation Business Equity Interest Held 1999 1998 % % Metal-Pak (Malaysia) Malaysia Can 100 100 Sdn. Bhd. manufacturer

Box-Pak (Malaysia) Malaysia Corrugated fibre 54.85 54.85 Berhad board carton manufacturer

Canco Engineering & Malaysia Industrial and 100 100 Machinery Sdn. Bhd. mechanical engineering services

Indastri Kian Joo Sdn. Malaysia Letting out of 100 100 Bhd. factory building

Great Asia Tin Cans Malaysia Can 100 100 Factory Co. Sdn. Bhd. manufacturer

Bintang Seribu Sdn. Bhd. Malaysia Tinplate cutting 100 100 operations

Multi-Pet Sdn. Bhd. Malaysia Polyethelene 100 100 terephalate products manufacturer

Kian Joo Packaging Malaysia 2-piece 100 100 Sdn. Bhd. aluminium beverage can manufacturer

36 Notes To The Accounts (Continued) (31 December 1999)

23.SUBSIDIARY AND ASSOCIATED COMPANIES (Continued)

Details of the Company's subsidiary and associated companies are listed below:-

Country of Nature of Company Incorporation Business Equity Interest Held 1999 1998 % %

Federal Metal Printing Malaysia Metal printing 100 100 Factory Sdn. Bhd. and can manufacturer

KJM Aluminium Can Malaysia 2-piece 60 60 Sdn. Bhd. aluminium retortable can manufacturer

KJ Can (Johore) Sdn. Malaysia Can 100 100 Bhd. manufacturer

Kian Joo Services Sdn. Malaysia Share 100 100 Bhd. registration and management services

*Kian Joo Can Factory Singapore Under members' 46 46 (S) Pte. Ltd. voluntary liquidation

*Kian Joo - Southcorp. Malaysia Polyethelene 50 50 Sdn. Bhd. terephalate products manufacturer

* Associated companies not audited by Ernst & Young

24.COMPARATIVE FIGURES

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

37 List of Properties (as at 31 December 1999)

Age of NBV as at 31.12.1999 Area Expiry Buildings Land Building Location Description (sq.m.) Tenure Date (Years) RM'000 RM'000

Lot PT 2 Factory 11,713 Leasehold 05.09.2074 19 3,281 2,879 Jalan Perusahan 4 Building Batu Caves

Lot No. 28833 To 28836 Factory 9,919 Freehold – 05 2,801 1,578 Batu Caves, Selangor Building

Lot No. 28829 To 28832 Factory 16,895 Freehold – 04 4,771 4,459 Batu Caves, Selangor Building

Lot 6 Factory 8,514 Leasehold 05.09.2074 11 2,336 2,884 Jalan Perusahan 1 Building Batu Caves, Selangor

Lot 8 Factory 8,452 Leasehold 05.09.2074 23 2,354 1,902 Jalan Perusahan 1 Building Batu Caves, Selangor

Lot 10 Factory 9,919 Leasehold 05.09.2074 23 2,702 2,991 Jalan Perusahan 1 Building Batu Caves, Selangor

Lot PT 765, Land for 1,963 Freehold – – 740 - Mukim of Kuala Lumpur Development Wilayah Persekutuan

Lot No. 3846, Land for 4,249 Leasehold 27.06.2049 – 202 - Chembong, Rembau Development Negeri Sembilan

PLO 456 Land for 12,140 Leasehold 04.09.2021 – 803 - Pasir Gudang Ind Estate Development Johor

Lot 123, Phase 3 Land for 12,553 Freehold – – 2,254 - Arab-Malaysian Ind Park Development Nilai, Negeri Sembilan

Lot 146 Land for 9,007 Freehold - - 1,803 - Arab-Malaysian Ind Park Development Nilai, Negeri Sembilan

Lot 147 Land for 9,007 Freehold - - 1,925 - Arab-Malaysian Ind Park Development Nilai, Negeri Sembilan

Lot 107 Land for 11,785 Freehold - - 2,465 - Arab-Malaysian Ind Park Development Nilai, Negeri Sembilan

Lot 22 & 24, Sec 16 Factory 3,902 Leasehold 31.10.2070 27 1,025 651 Town of Shah Alam Building Selangor

Lot 21, Sec 16 Factory 1,951 Leasehold 31.10.2070 15 519 316 Town of Shah Alam Building Selangor

38 List of Properties (as at 31 December 1999)

Age of NBV as at 31.12.1999 Area Expiry Buildings Land Building Location Description (sq.m.) Tenure Date (Years) RM'000 RM'000

PT No. 14350 Factory 19,777 Freehold – 01 4,258 9,890 Mukim of Damansara Building Shah Alam, Selangor

Lot 10, Lorong 2A Factory 6,028 Leasehold 14.05.2088 22 833 1,102 Cheras Jaya Ind Estate Building Balakong, Selangor

Lot 135, Factory 11,427 Leasehold 12.06.2073 23 2,236 2,534 Jalan Kawat 15/18 Building Tapak Perusahaan Shah Alam Town of Shah Alam Selangor

Lot No. 3, Factory 12,140 Leasehold 16.07.2074 08 2,404 3,779 Jalan Kawat 15/18 Building Tapak Perusahaan Shah Alam Town of Shah Alam Selangor

Lot 18, Factory 7,641 Leasehold 04.11.2080 08 1,543 2,006 Jalan Pengapit 15/19 Building Shah Alam, Selangor

Lot 4 Factory 18,848 Leasehold 05.09.2074 07 6,722 8,468 Jalan Perusahaan 2 Building Batu Caves, Selangor

Lot 7 Factory 12,840 Leasehold 05.09.2074 15 4,564 4,117 Jalan Perusahaan 2 Building Batu Caves, Selangor

2736 & 2737 Factory 5,344 Leasehold 13.07.2036 21 265 619 Mukim of Ulu Kinta Building District of Kinta, Perak

733 Jalan Tampoi Factory 81200 Johor Bahru Building 16,709 Freehold - 31 8,000 4,104

23 Jalan Dewani, Shophouse 180 Freehold - 19 - 558 Lorong 1, Johor Baru

Lot 104, 105 & 106 Factory 39,603 Freehold - 02 8,575 19,517 Arab-Malaysian Ind Park Building Nilai, Negeri Sembilan

39 Analysis of Shareholdings (as at 17 April 2000)

Authorised Share Capital : RM100,000,000 Issued & Fully Paid-Up Capital : RM57,860,058.50 sen Class of Shares : Ordinary Shares of RM0.50 sen each Voting Rights : One vote per ordinary share Number of Shareholders : 2,884

DISTRIBUTION OF SHAREHOLDINGS

Size of No. of % of No. of % of Issued Shareholdings Holders Holders Shares Held Capital

Less than 500 41 1.42 9,002 0.01 500 to 5,000 2,238 77.60 4,156,878 3.59 5,001 to 10,000 216 7.49 1,759,437 1.52 10,001 to 100,000 303 10.51 9,999,434 8.64 100,001 to 1,000,000 75 2.60 21,140,590 18.27 More than 1,000,000 11 0.38 78,654,776 67.97

2,884 100.00 115,720,117 100.00

40 Twenty Largest Shareholders (as at 17 April 2000)

No. of % of Issued Name Shares Capital

1. Kian Joo Holdings Sdn. Bhd. – In Liquidation 42,741,276 36.94 2. Employees Provident Fund Board 16,660,000 14.40 3. Malaysia Nominees (Tempatan) Sdn. Berhad Great Eastern Life Assurance (Malaysia) Berhad (MLF) 3,666,500 3.17 4. Malaysia National Insurance Berhad 3,538,000 3.06 5. Arab-Malaysian Nominees (Tempatan) Sdn. Bhd. Pacific Pearl Fund 2,079,000 1.80 6. Amanah Raya Nominees (Tempatan) Sdn. Bhd. Sekim Amanah Saham Nasional 1,920,000 1.66 7. Lembaga Tabung Haji 1,873,000 1.62 8. Malaysia Nominees (Tempatan) Sdn. Bhd. Amanah Smallcap Fund Berhad (JM730) 1,866,000 1.61 9. Malaysia Assurance Alliance Berhad 1,640,000 1.42 10. Amanah Raya Nominees (Tempatan) Sdn. Bhd. Amanah Saham Wawasan 2020 1,506,000 1.30 11. Impetus Unity Sdn. Bhd. 1,165,000 1.01 12. H. N. Holdings Sdn. Berhad 974,500 0.84 13. Universal Trustee (Malaysia) Berhad 915,000 0.79 14. Mr See Leong Chye @ Sze Leong Chye 906,593 0.78 15. Universal Trustee (Malaysia) Berhad Mayban Unit Trust Fund 851,000 0.74 16. Citicorp Nominees (Asing) Sdn. Bhd. CB LDN for BG Staff Pension Scheme 630,000 0.54 17. BBMB Securities Nominees (Tempatan) Sdn. Bhd. Petroliam Nasional Berhad 619,000 0.53 18. Lembaga Tabung Angkatan Tentera 595,000 0.51 19. Mayban Nominees (Tempatan) Sdn. Bhd. MBF Balanced Fund (N14011910170) 590,000 0.51

20. John Hancock Life Insurance (Malaysia) Berhad 500,000 0.43

SUBSTANTIAL SHAREHOLDERS

1. Kian Joo Holdings Sdn. Bhd. – In Liquidation 42,741,276 36.94 2. Employees Provident Fund Board 16,660,000 14.40 3. Malaysia Nominees (Tempatan) Sdn. Berhad Great Eastern Life Assurance (Malaysia) Berhad (MLF) 3,666,500 3.17 4. Malaysia National Insurance Berhad 3,538,000 3.06

41 Notes

42 Proxy Form

I/We (Full Name In Capital Letters) of (Address) being a member of Kian Joo Can Factory Berhad hereby appoint *The Chairman of the meeting or

(Full Name) of or failing (Address) him (Full Name) of ( A d d re s s ) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the conference room, Lot 6, Jalan Perusahaan Satu, 68100 Batu Caves, Selangor, Malaysia on Thursday, 8 June 2000 at 11.00 a.m. and at any adjournment thereof.

Please indicate with an “X” in the space provided below how you wish your votes to be cast on the resolutions specified in the Notice of Meeting.

R E S O L U T I O N S F O R A G A I N S T 1. Adoption of Accounts and Reports (Resolution 1) 2. Declaration of Final Dividend (Resolution 2) 3. Election of Directors: Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah (Resolution 3) See Ean Seng (Resolution 4) Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja’afar (Resolution 5) 4. Approval of Directors’ Fees (Resolution 6) 5. Re-Appointment of Ernst & Young as Auditors and authorising Directors to fix their remuneration (Resolution 7)

Subject to any voting instruction so given, the proxy/proxies will vote, or abstain from voting on the resolution as he may think fit.

Signed this day of 2000 Signature of Member(s) * Delete if not applicable

Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. If the member is a corporation this Proxy Form must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.

3 . All Proxy Forms should be deposited at the Registered Office, Lot 10, Jalan Perusahaan Satu, 68100 Batu Caves, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time fixed for holding the meeting. 43 fold

A ff i x s t a m p h e re

The Secre t a ry

KIAN JOO CAN FACTORY BERHAD (3186-P) Lot 10, Jalan Perusahaan Satu 68100 Batu Caves Selangor Darul Ehsan

fold