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38

HARVEST COURTINDUSTRIES BERHAD

(Company No. 36998-T)

LAPORAN

TAHUNAN

2000ANNUAL

REPORT

1

PAGE

NOTICE OF ANNUAL GENERAL MEETING 2-3

CORPORATE INFORMATION 4

EXECUTIVE CHAIRMANS STATEMENT 5

AUDIT COMMITEE 6-7

DIRECTORS REPORT 8-11

STATEMENT BY DIRECTORS 12

STATUTORY DECLARATION 12

AUDITORS REPORT 13

CONSOLIDATED BALANCE SHEET 14

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 15

CONSOLIDATED INCOME STATEMENT 16

CONSOLIDATED CASH FLOW STATEMENT 17

BALANCE SHEET 18

STATEMENT OF CHANGES IN EQUITY 19

INCOME STATEMENT 20

CASH FLOW STATEMENT 21

NOTES TO THE ACCOUNTS 22-33

SHAREHOLDERS STATISTICS 34-35

GROUPS PROPERTIES 36

PROXY FORM

CONTENTS

HARVEST COURT INDUSTRIES BERHADCompany No. 36998-T

2

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of the Company will be held at theCrystal 2 (1st Floor), Crystal Crown Hotel Harbour View, 217, Persiaran Raja Muda Musa, 42000 Port Klang onThursday, 31st May 2001 at 9.30 a.m. to transact the following business :

1. To receive and adopt the Statement of Accounts for the year ended 31st December2000 together with the Reports of Directors and Auditors thereon. Resolution 1

2. To consider, and if thought fit, to pass the following resolution:-That Mr. Ng Chuan Seng @ Ng Teck Huat, who has attained the age of seventyyears, and retiring in accordance with Section129(2) of the Companies Act, 1965,be and is hereby re-appointed as a Director of the Company pursuant to Sub-section(6)of the same section of the Companies Act, 1965, to hold office until the conclusionof the next Annual General Meeting. Resolution 2

3. To re-elect Mr. Yet. Kiong Siang who retires in accordance with the CompanysArticles of Association, and being eligible offers himself for re-election. Resolution 3

4. To approve the payment of Directors fees for the year ended 31st December 2000. Resolution 4

5. To re-appoint Messrs K.C. Chia & Noor as Auditors of the Company and to authorisethe Directors to fix their remuneration. Resolution 5

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass the following Ordinary Resolutions :-

ORDINARY RESOLUTION I

AUTHORITY TO ISSUE SHARES BY DIRECTORS PURSUANT TO SECTION 132D OF THECOMPANIES ACT,1965

6.1 THAT subject to the Companies Act, 1965 and the approval of the relevantgovernment and/or regulatory authorities, the Directors be and are herebyempowered pursuant to Section 132D of the Companies Act, 1965, to issueshares of the Company from time to time upon such terms and conditions and forsuch purposes and to such persons whomsoever as the Directors may deem fitprovided that the aggregate number of shares issued pursuant to this resolutionshall not exceed 10% of the issued capital for the time being and such authorityshall continue in force until the conclusion of the next annual general meeting ofthe Company. Resolution 6

ORDINARY RESOLUTION II

AUTHORITY TO ALLOT SHARES PURSUANT TO THE EMPLOYEES SHARE OPTION SCHEME

6.2 THAT pursuant to the Companys Employees Share Option Scheme (the Scheme)as approved at the Extraordinary General Meeting of the Company held on 23rdJune 2000, the Directors of the Company be and are hereby authorised in accordancewith Section 132D of the Companies Act, 1965 to allot and issue shares of theCompany from time to time in accordance with the Scheme. Resolution 7

7. To transact any other business of the Company of which due notice shall hasbeen given.

HARVEST COURT INDUSTRIES BERHADCompany No. 36998-T

3

Explanatory Notes To Special Business

a) The Ordinary Resolution proposed under item 6.1, if passed, will empower theDirectors of the Company to issue and allot shares in the Company up to and notexceeding in total ten per centum (10%) of the issued share capital of the Company for the time being for such purposes as they may deem fit from the date of this AnnualGeneral Meeting till the next Annual General Meeting of the Company and also toavoid any delay and costs incurred in convening a general meeting.

This authority, unless revoked or varied by the Company at a general meeting, willexpire at the next Annual General Meeting of the Company.

b) The Ordinary Resolution proposed under item 6.2, if passed, will empower theDirectors of the Company to issue and allot shares to those employees who haveexercised their option under the Employees Share Option Scheme.

By Order Of The Board

AARON KWAN KIEN FAIHU SIEW POHSECRETARIES

Klang16th May 2001

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote inhis stead. A member shall not be entitled to appoint a person who is not a member as his proxy unless that personis a qualified legal practitioner or an approved company auditor or a person approved by the Registrar of Companiesin a particular case. Where a member appoints two or more proxies, the appointment shall be invalid unless he specifiesthe proportion of his holdings to be represented by each proxy.

2. The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney, and in thecase of a corporation, executed either under its common seal or under the hand of an officer or attorney duly authorised inwriting.

3. The proxy form must be deposited at the Companys Registered Office at 111, Pusat Perniagaan NBC, Jalan Meru,41050Klang, Selangor Darul Ehsan not less than 48 hours before the time set for holding the Meeting or any adjournmentthereof.

HARVEST COURT INDUSTRIES BERHADCompany No. 36998-T

4

HARVEST COURT INDUSTRIES BERHADCompany No. 36998-T

CORPORATE INFORMATION

DIRECTORS : NG CHUAN SENG@ NG TECK HUAT (Executive Chairman)NG SWEE KIAT (Managing Director)NG AI CHENG (Executive Director)NG SWEE KEONG (Executive Director)YET KIONG SIANG (Independent non-

executive Director)SUKHINDERJIT SINGH MUKER (Independent non-

executive Director)

SECRETARIES : AARON KWAN KIEN FAI (MIA 13376)HU SIEW POH (MAICSA 7017313)

REGISTERED OFFICE : NO. 111, PUSAT PERNIAGAAN NBC,JALAN MERU,41050 KLANG,SELANGOR DARUL EHSAN.TEL. : 03-33451150FAX. : 03-33451151/2

REGISTRAR : MALAYSIAN SHARE REGISTRATION SERVICES SDN. BHD.7TH FLOOR, EXCHANGE SQUARE,BUKIT KEWANGAN,50200 KUALA LUMPUR.TEL.: 03-2068099FAX.: 03-2063736

PRINCIPAL BANKERS : AFFIN BANK BERHADALLIANCE MERCHANT BANK BERHADARAB-MALAYSIAN BANK BERHADBANK UTAMA (MALAYSIA) BERHADDEUTSCHE BANK (MALAYSIA) BERHADMALAYAN BANKING BERHADOVERSEAS UNION BANK (M) BERHADPUBLIC BANK BERHADRHB BANK BERHADSOUTHERN BANK BERHADUTAMA MERCHANT BANK BERHAD

AUDITORS : K. C. CHIA & NOORPUBLIC ACCOUNTANTS

STOCK EXCHANGELISTING : THE KUALA LUMPUR STOCK EXCHANGE

SECOND BOARD

5

HARVEST COURT INDUSTRIES BERHADCompany No. 36998-T

EXECUTIVE CHAIRMANS STATEMENT

On behalf of the Board of Directors, I am pleased to present to you the Annual Report of Harvest Court IndustriesBerhad (HCIB) and its subsidiaries for the financial year ended 31 December 2000.

FINANCIAL PERFORMANCEOn the whole, the current years performance of the Group has been improved significantly at pre-tax profit ofRM2.1 million compared to pre-tax loss of RM14.2 million in 1999 despite a slight decrease in turnover comparedwith the previous year.

This encouraging performance is due mainly to a paradigm shift in emphasis on higher margin products, increasein productivity, stringent cost controls and a reversal to exceptional gain of RM0.6 million from the exceptionallosses of RM12.0 million in previous year.

OPERATIONAL REVIEWI am pleased to report that despite the economic slow-down in the region, the wood-based manufacturingactivities remains the major contributor to the Groups turnover and earnings. Currently, the Group is operating atits optimum capacity to meet with the increasing and diverse overseas demands.

To further expand the market, the Group has adopted aggressive marketing strategies to capture new marketdestinations by actively participating in overseas trade fairs and exhibitions, circuiting marketing team to establishcontacts and to disseminate the Groups overview brochure to potential customers. Such efforts have beenproven successful as evidenced by the new customers secured in China, Middle East and Eastern Europe.

The Group also realised the advancement in information and communication technology has accelerated thepace of doing business. Towards this end, the Group has invested in upgrading the existing computer systemsand providing continuous staff training in order to remain competitive.

PROSPECTSWith the strong demand from the overseas market and pro-active measures such as carrying out research anddevelopment on product design and production process, cost reduction by improving productivity and maximisingwaste recovery and establishing direct-contact with the end-users bypassing the intermediate agents, the Groupsperformance for the financial year ending 31 December 2001 is expected to improve favourably.

APPRECIATIONOn behalf of the Board of Directors, I wish to whole-heartedly express my gratitude to all the management andstaff for their dedication and support in assisting the Group to move forward. I would also like to thank my fellowdirectors for their counsel and services rendered for the year.

Lastly, I would like to extend my warmest gratitude to our shareholders, valued customers, bankers, businessass

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