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Page

NOTICE OF ANNUAL GENERAL MEETING 2 - 3

CORPORATE INFORMATION 4

AUDIT COMMITTEE 5

PENYATA PENGERUSI 6

CHAIRMAN'S STATEMENT 7

DIRECTORS’ REPORT 8 - 10

STATEMENT BY DIRECTORS 11

STATUTORY DECLARATION 11

AUDITORS’ REPORT 12

CONSOLIDATED BALANCE SHEET 13

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 14

CONSOLIDATED INCOME STATEMENT 15

CONSOLIDATED CASH FLOW STATEMENT 16 - 17

BALANCE SHEET 18

STATEMENT OF CHANGES IN EQUITY 19

INCOME STATEMENT 20

CASH FLOW STATEMENT 21

NOTES TO THE ACCOUNTS 22 - 29

LIST OF PROPERTIES 30 - 31

SHAREHOLDING STATISTICS 32 - 33

DIRECTORS' SHAREHOLDINGS 33

FORM OF PROXY

C O N T E N T S

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Tenth Annual General Meeting of the Company will be held at Ponderosa Golf & Country Club, 10-C, JalanBumi Hijau Tiga, Taman Molek, 81100 Johor Bahru, Johor Darul Ta’zim on Thursday, 14 December 2000 at 11.30 a.m. for the followingpurposes:-

A G E N D A

1. To receive and adopt the audited accounts for the year ended 31 July, 2000 and the Resolution 1Reports of the Directors and the Auditors thereon.

2. To declare a Final dividend of 10% (tax exempt) for the year ended 31 July, 2000 Resolution 2

3. To approve the payment of Directors’ fee for the year ended 31 July, 2000 Resolution 3

4. To re-elect the retiring Directors :-

1. Goh Chai Siong Resolution 42. Dato' Haji Sulaiman Bin Ahmad Resolution 5

5. To re-appoint Messrs Arthur Andersen & Co. as Auditors of the Company until the conclusion Resolution 6of the next Annual General Meeting and to authorise the directors to fix their remuneration.

6. Special Business

To consider and if thought fit to pass the following ordinary resolutions : -

i) THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are herebyauthorised to issue shares in the Company at any time until the conclusion of the next AnnualGeneral Meeting and upon such terms and conditions and for such purposes as the Directorsmay in their absolute discretion deem fit provided that the aggregate number of shares to beissued does not exceed 10 per cent of the issued share capital of the Company for the timebeing, subject always to the approval of all the relevant regulatory bodies being obtained for suchallotment and issue.

7. Any Other BusinessTo transact any other ordinary business of which due notice shall have been given.

Resolution 7

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N O T I C E O F B O O K C L O S U R E

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members will be closed on 4 January, 2001 for the preparation ofthe dividend entitlement.

Subject to the approval of the shareholders at the Tenth Annual General Meeting, the final dividend of 10% per share (tax exempt)will be paid on 19 January, 2001 to depositors who are registered in the Record of Depositors as at the close of business on3 January, 2001.

A depositor shall qualify for entitlement to the dividend only in respect of:-a) shares transferred into the Depositor's securities account before 12.30 p.m. on 3 January, 2001 in respect of ordinary

transfers; andb) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala Lumpur

Stock Exchange.

BY ORDER OF THE BOARD,

TAN SOI LIM (LS00565)SUJATA MENON A/P K.R.D.S. CHANDRAN (LS 02004)Secretaries

Johor Bahru24 November 2000

Notes:

(a) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote instead of him.

A proxy need not be a member of the Company but must attend the meeting in person to vote. The instrument appointing a proxy shall

be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, under its

Common Seal or the hand of its attorney.

(b) 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.

(c) The Proxy Form must be deposited with the Secretary at the Registered Office of the Company at Suite 11.2B, Level 11, Menara Pelangi,

No. 2, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor, Malaysia not less than 48 hours before the time set for the meeting

or any adjournament thereof.

(d) Explanatory Note to Special Business

The proposed Resolution 7 is in line with the Company's expansion plan which may involve the issue of new shares (other than bonus

or rights issues). Under the Companies Act, 1965, the Directors would have to call for a general meeting to approve the issue of new

shares even though the number of shares involved is less than 10 per cent of the issued capital of the Company for the time being.

In order to avoid any delay and costs involved in convening a general meeting, it is thus considered appropriate to seek shareholders'

approval for the Directors to issue shares (other than bonus or rights issues) in the Company up to an aggregate amount not exceeding

10 per cent of the issued capital of the Company for the time being and also to empower the Directors to obtain approval from the

Kuala Lumpur Stock Exchange for the listing of and quotation for the additional shares so issued. This authority unless revoked or varied

at a general meeting will expire at the next Annual General Meeting of the Company.

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CORPORATE INFORMATION

BOARD OF DIRECTORSChairman

Dato' Haji Sulaiman Bin AhmadManaging Director

Goh Tong HuatDirectors

Goh Chai SiongNora Lam Siew Wan

Chang Choon Cheng @ Chang Chu ChenMohd. Nadzir bin Mahmud

Goh Wan Sing (Alternate Director to Chang Choon Cheng @ Chang Chu Chen)

AUDIT COMMITTEEChairman

Mohd. Nadzir bin Mahmud (Independent Non-Executive Director)Members

Goh Tong Huat (Managing Director)Nora Lam Siew Wan (Independent Non-Executive Director)

SECRETARIESTan Soi Lim (LS00565)

Sujata Menon A/P K.R.D.S. Chandran (LS02004)

REGISTERED OFFICESuite 11.2B, Level 11, Menara Pelangi,

No 2, Jalan Kuning, Taman Pelangi,80400 Johor Bahru, Johor.

Tel: 07-3341750

REGISTRARSecurities Services (Holdings) Sdn Bhd (36869-T)

Level 22, Menara Milenium,Jalan Damanlela, Pusat Bandar Damansara,

Damansara Heights,50490 Kuala Lumpur.

AUDITORSMessrs Arthur Andersen & Co.

PRINCIPAL BANKERSPublic Bank Berhad

Malayan Banking BerhadRHB Bank Berhad

SUBSIDIARIESBeaucar Accessories (M) Sdn Bhd (102803-P)Plasmet Industries (M) Sdn Bhd (393571-K)

ASSOCIATED COMPANYWirapadu Sistem Sdn Bhd (485384-M)

STOCK EXCHANGE LISTINGSecond Board of The Kuala Lumpur Stock Exchange

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AUDIT COMMITTEE

TERMS OF REFERENCE OF AUDIT COMMITTEE

THAT the following terms of reference of the Audit Committee be and are hereby adopted:-

COMPOSITION

The Committee shall be appointed by the directors from among them and shall consist of not less than three in numbers ofwhom a majority shall not be:-

a) Executive directors of the Company or any relevant corporation,

b) a spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an executive director of the Company or anyrelated corporation, or

c) spouse of brother, sister, son or adopted son, daughter or adopted daughter of an executive director or any related corporation, or

d) any person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of the independentjudgement in carrying out the functions of the Committee.

The members of the Committee shall elect a Chairperson from among their number who is not an executive director or employeeof the Company or any related corporation. If a member of the Committee resigns, dies, or for any other reason ceases to bea member with the result that the number of members is reduced to less than three (3), the Board of Directors shall withinthree (3) months of that event, appoint such number of new members as may be required to make up the minimum numberof three members.

AUTHORITY

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek anyinformation it requires from any employees and all employees are directed to co-operate with any request made by the Committee.The Committee shall also have the authority to consult independent experts where they consider it necessary to carry out theirduties.

MEETING

The Committee shall meet at least twice a year and such meetings as the Chairperson shall decide in order to fulfill its duties.The Secretary of the Committee shall be responsible, in conjunction with the Chairperson, for drawing up the agenda and circulatingto the Committee prior to each meeting. The Secretary will also be responsible for keeping the minutes of the meetings of theCommittee, and circulating them to Committee members and to other members of the Board of Directors.

A quorum shall consist of a majority of Committee members.

FUNCTIONS

The functions of the Committee are as follows:-

1. review the audit plan with the external auditor2. review with the external auditor his evaluation of the system of internal controls3. review the audit report with the external auditor4. review the assistance given by the company’s officer to the auditor5. review the scope and effectiveness of the internal procedures6. review the balance sheet and profit and loss account before public release7. review any related party transactions that may arise within the Company or the Group8. to consider the nomination of a person or persons as auditors; and9. to perform any other work that is required or empowered to do so by statutory legislation or guidelines as prepared by the relevant

Government authorities

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PENYATA PENGERUSI

Bagi pihak Lembaga Pengarah, saya dengan sukacitanya ingin membentangkan Laporan TahunanMulti-Code Electronics Industries (M) Berhad ("MCE" atau 'Syarikat") dan anak-anak syarikatnya("Kumpulan") untuk tahun kewangan berakhir 31 Julai, 2000.

ULASAN KEWANGAN

Bagi tahun kewangan ini, Kumpulan telah mencapai jumlah perolehan sebanyak RM59.41 jutaberbanding dengan RM31.87 juta pada tahun 1999 yang mewakili peningkatan sebanyak86.74%. Kumpulan telah mencatatkan pendapatan sebelum cukai sebanyak RM11.90 jutaberbanding dengan RM4.81 juta pada tahun lepas. Keputusan yang menggalakkan ini adalahselaras dengan pencapaian yang cemerlang dalam pasaran otomotif.

DIVIDEN

Pihak Lembaga Pengarah telah mencadangkan untuk pengesahan, dividen akhir yang dikecualikandari cukai sebanyak 10% berjumlah RM3,964,700 untuk tahun kewangan berakhir 31 Julai 2000 di Mesyaurat Agung Tahunanyang akan datang.

PERKEMBANGAN KORPORAT

Keadaan positif ekonomi negara kita yang berterusan, dapat menjangkakan prestasi Kumpulan yang lebih baik. Kumpulan akanmeneruskan pengurusan berhemah dan cuba mencari peluang baru untuk meningkatkan keuntungan Kumpulan.

Perkilangan dan pembekalan alat penggera kawalan jauh automatik, kunci berpusat dan tingkap berkuasa untuk kenderaanbermotor akan terus menjadi perniagaan asas Kumpulan dan penyumbang utama pendapatan tahun kewangan semasa berakhir31 Julai 2001.

Pihak Lembaga menjangkakan prestasi Kumpulan akan meningkat, melainkan berlakunya situasi diluar jangkaan.

PENGHARGAAN

Bagi pihak Lembaga Pengarah, saya ingin merakamkan penghargaan dan mengucapkan terima kasih kepada pelanggan yangdihargai, para rakan niaga, institusi kewangan dan para pembekal kerana memberikan sokongan dan keyakinan yang berterusankepada Kumpulan.

Saya ingin merakamkan rasa syukur kepada para pekerja dan pihak pengurusan di atas usaha, perkhidmatan yang bernilai,sumbangan dan dedikasi yang diberikan kepada Kumpulan.

Akhir sekali, saya ingin mengucapkan terima kasih kepada rakan-rakan sekerja dalam Lembaga Pengarah di atas sokongan yangdiberikan, juga kepada para pemegang saham di atas keyakinan mereka terhadap Lembaga Pengarah dan pihak pengurusanKumpulan.

DATO' HJ. SULAIMAN BIN AHMADPengerusi

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CHAIRMAN'S STATEMENT

On behalf of the Board of Directors, I would like to present the Annual Report of Multi-Code Electronics Industries (M) Berhad("MCE" or "the Company") and its Subsidiaries ("the Group") for the financial year ended 31 July 2000.

FINANCIAL OVERVIEW

For the year under review, the Group achieved a turnover of RM59.41 million compared to RM31.87 million in 1999, representingan increase of 86.41%. The Group recorded a pre-tax profit of RM11.90 million compared to RM4.81 million in the previous year.The improvement in the result is in tandem with the improved performance of the automotive market.

DIVIDENDS

The Board of Directors has recommend for approval a final 10% tax exempt dividend amounting to RM3,964,700 for the financialyear ended 31 July 2000 at the forthcoming Annual General Meeting.

CORPORATE DEVELOPMENTS

The continuing positive outlook of our country's economy should augur well for the Group's operation. The Group shall continueprudent management and source for new opportunities to increase the profitability of the Group.

Manufacture and supply of remote control, auto alarm, central locks and power window for motor vehicles will remain the Group'score business and earning contributor for the current financial year ending 31 July 2001.

Barring unforeseen circumstances, the Board expects the Group's performance to improve.

APPRECIATION

On behalf of the Board, I wish to record my appreciation and to thank our valued customers, business associates, financiers andsuppliers for their continued support and confidence in the Group.

I would like to express my gratitude to the staff and management of the Group for their hard work, invaluable service, contributionand dedication.

Finally, I wish to thank my fellow collegues on the Board of Directors for their support and the shareholders for their confidence inthe Board of Directors and Management of the Group.

DATO' HJ. SULAIMAN BIN AHMADChairman

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DIRECTORS’ REPORT

The directors hereby submit their report together with the audited accounts of the Company and of the Group for the financial year ended31 July, 2000.

PRINCIPAL ACTIVITIES

The principal activities of the Company are the manufacture and supply of remote control auto alarm, central locks and power window formotor vehicles. The principal activities of the subsidiaries are described in Note 8 to the accounts. There have been no significant changesin these principal activities during the financial year.

RESULTSGroup Company

RM RM

Net profit for the year 8,463,979 6,748,897

DIVIDENDS

The amount of dividends paid by the Company since 31 July, 1999 were as follows :RM

In respect of the previous financial year ended 31 July, 1999

Final tax exempt dividend of 8% paid on 21 January, 2000 3,171,760

The directors recommend a final dividend of 10% tax exempt amounting to RM3,964,700 in respect of the current financial year.

RESERVES AND PROVISIONS

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

BAD AND DOUBTFUL DEBTS

Before the income statements and balance sheets were made out, the directors took reasonable steps to ascertain that action had beentaken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that all knownbad debts had been written off and that no provision for doubtful debts is required.

At the date of this report, the directors are not aware of any circumstances which would require any debts to be written off or a provision fordoubtful debts in the accounts of the Company and the Group.

CURRENT ASSETS

Before the income statements and balance sheets were made out, the directors took reasonable steps to ensure that any current assetswhich were unlikely to be realised in the ordinary course of business including their values as shown in the accounting records of theCompany and 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 assetsin the accounts of the Company and the Group misleading.

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VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existingmethods of valuation of assets or liabilities of the Company and 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 theliabilities 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 have become enforceable or is likely to become enforceable within the period of twelve months after the endof 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 meettheir 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 theCompany or 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, substantiallyaffected 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 amaterial and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Company or ofthe Group for the financial year in which this report is made.

DIRECTORS

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

Dato’ Hj Sulaiman bin AhmadGoh Tong HuatGoh Chai SiongNora Lam Siew WanChang Choon Cheng @ Chang Chu ChenGoh Wan Sing (Alternate director to Chang Choon Cheng @ Chang Chu Chen)Mohd. Nadzir Bin Mahmud

In accordance with the Company’s Articles of Association, Dato’ Hj Sulaiman bin Ahmad and Goh Chai Siong retire at the forthcomingAnnual General Meeting and being eligible, offer themselves for re-election.

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company or its subsidiary is a party with the object ofenabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any otherbody corporate.

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Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit includedin the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 14 to the accounts or the fixedsalary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the director orwith a firm of which he is a member, or with a company in which he has a substantial financial interest.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in theCompany during the financial year were as follows :

Number of Shares of RM1 each1 August, 31 July,

1999 Bought Sold 2000Dato’ Hj Sulaiman bin Ahmad - indirect 2,201,000 - - 2,201,000Goh Tong Huat - direct 10,928,655 - - 10,928,655 - indirect 456,471 - - 456,471Chang Choon Cheng@ Chang Chu Chen 7,908,660 - - 7,908,660Goh Chai Siong 3,206,214 - - 3,206,214

Other than as disclosed above, the directors in office at the end of the financial year had no interest in shares of the Company and itssubsidiaries during the financial year.

NUMBER OF EMPLOYEES AND REGISTERED OFFICE

The number of employees as at 31 July, 2000 in the Company and the Group were 364 and 487 respectively. The registered office addressof the Company is located at Suite 11.2B, Level 11, Menara Pelangi, No.2, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru.

AUDITORS

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

Signed on behalf of the Board inaccordance with a resolution of thedirectors

DATO’ HJ SULAIMAN BIN AHMAD

GOH TONG HUAT

Johor Bahru2 October 2000

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STATEMENT BY DIRECTORS

We, DATO’ HJ SULAIMAN BIN AHMAD and GOH TONG HUAT, being two of the directors of MULTI-CODE ELECTRONICS INDUSTRIES (M)BERHAD, do hereby state that, in the opinion of the directors, the accompanying balance sheets of the Company and the Group as at 31July, 2000 and the statements of changes in equity, income and cash flow statements of the Company and of the Group for the year thenended, 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 31 July, 2000and of its results and cash flows for the year then ended, and have been properly drawn up in accordance with applicable approvedaccounting standards in Malaysia.

Signed on behalf of the Board inaccordance with a resolution of thedirectors

DATO’ HJ SULAIMAN BIN AHMAD

GOH TONG HUATJohor Bahru2 October 2000

STATUTORY DECLARATION

I, GOH TONG HUAT, the director primarily responsible for the financial management of MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD,do solemnly and sincerely declare that the accompanying balance sheets of the Company and the Group as at 31 July, 2000 and thestatements of changes in equity, income and cash flow statements of the Company and of the Group for the year then ended, together withthe notes thereto are, to the best of my knowledge and belief correct, and I make this solemn declaration conscientiously believing the sameto be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )the abovenamed GOH TONG HUAT )at Johor Bahru in the state of Johor )on 2 October 2000 ) GOH TONG HUAT

Before me:

Commissioner for Oaths

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AUDITORS’ REPORT

To the Shareholders ofMULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD

We have audited the accounts of MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD (the Company) and the consolidated accounts ofMULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD AND ITS SUBSIDIARIES (the Group) as at 31 July, 2000. These accounts are theresponsibility 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 performthe audit to obtain reasonable assurance about whether the accounts are free of material misstatement. An audit includes examining, on atest basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principlesused and significant estimates made by the directors, as well as evaluating the overall accounts presentation. We believe that our auditprovides a reasonable basis for our opinion.

In our opinion,

(a) the accounts give a true and fair view of the state of affairs of the Company and of the Group as at 31 July, 2000 and of the resultsand cash flows of the Company and of the Group for the year then ended, and have been properly drawn up in accordance with theprovisions 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 have beenproperly kept in accordance with the provisions of the Act.

We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s accounts are in form and contentappropriate and proper for the purposes of the preparation of the consolidated accounts and we have received satisfactory information andexplanations required by us for these purposes.

The audit reports on the accounts of the subsidiaries were not subject to any qualification or any comment made under subsection (3) ofSection 174 of the Act.

Arthur Andersen & Co. Bala Krishnan A/L PonniahNo. AF0103 No. 1394/7/01(J)Public Accountants Partner of the Firm

Johor Bahru2 October 2000

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CONSOLIDATED BALANCE SHEET - 31 JULY, 2000

Note 2000 1999RM RM

CURRENT ASSETS

Cash and bank balances 3 20,650,416 21,059,850Trade debtors less provision for doubtful debts of RM235,734 (1999 : RM90,000) 6,853,237 9,049,081Other debtors, deposits and prepayments 1,185,896 720,338Stocks 4 21,705,586 17,652,677Due from an associated company 6 6,264,219 -

56,659,354 48,481,946

CURRENT LIABILITIES

Trade creditors 5,318,346 3,125,488Other creditors and accruals 4,604,046 4,555,001Taxation 2,921,178 800,551Proposed dividend 3,964,700 3,171,760

16,808,270 11,652,800

NET CURRENT ASSETS 39,851,084 36,829,146FIXED ASSETS 7 26,125,788 25,191,635ASSOCIATED COMPANY 9 881,032 5,000MINORITY INTERESTS (1,102,802) (769,958)

65,755,102 61,255,823

SHAREHOLDERS’ FUNDS

Share capital 10 39,647,000 39,647,000Reserves 26,108,102 21,608,823

65,755,102 61,255,823

The accompanying notes are an integral part of this balance sheet.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 JULY, 2000

Share buyShare Share Revaluation Reserve on back Retained

capital premium reserve consolidation reserve profits TotalRM RM RM RM RM RM RM

At 1 August, 1998 39,750,000 4,448,713 1,438,685 220,499 249,000 13,796,283 59,903,180Shares bought back and cancelled (103,000) - - - - - (103,000)Net profit for the year - - - - - 4,658,803 4,658,803Dividend (Note 18) - - - - - (3,171,760) (3,171,760)Transfer to share buy back - - - - 134,400 (134,400) -Excess of nominal value over price paid for shares bought back - - - - (31,400) - (31,400)

At 31 July, 1999 39,647,000 4,448,713 1,438,685 220,499 352,000 15,148,926 61,255,823Net profit for the year - - - - - 8,463,979 8,463,979Dividend (Note 18) - - - - - (3,964,700) (3,964,700)

At 31 July, 2000 39,647,000 4,448,713 1,438,685 220,499 352,000 19,648,205 65,755,102

The accompanying notes are an integral part of this statement.

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CONSOLIDATED INCOME STATEMENTFOR THE YEAR ENDED 31 JULY, 2000

Note 2000 1999RM RM

Revenue 12 59,412,221 31,865,890Other operating income 13 367,131 163,087Changes in inventories of finished good and work-in-progress (517,624) 1,798,703Raw materials and consumables used (32,050,512) (12,983,642)Purchase of trading inventories (5,390,716) (7,268,039)Staff costs 14 (6,553,684) (5,325,914)Depreciation (1,924,747) (2,060,339)Other operating expenses 15 (4,234,960) (2,789,319)

Profit from operations 9,107,109 3,400,427Interest income, net 16 561,834 1,408,605Share of results in associated company 2,228,067 -

Profit before taxation 11,897,010 4,809,032Taxation 17 (3,100,187) 5,918

Profit after taxation 8,796,823 4,814,950Minority interests (332,844) (156,147)

Net profit for the year 8,463,979 4,658,803

Earnings per share 19 21.3 sen 11.8 sen

The accompanying notes are an integral part of this statement.

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CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 JULY, 2000

2000 1999RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation 11,897,010 4,809,032Adjustments for : Depreciation 1,924,747 2,060,339 Share of profit in an associated company (2,228,067) - Interest income (593,276) (1,420,924) Provision for doubtful debts 145,734 18,000 Gain on disposal of fixed assets (187,425) (62,890)

Operating profit before working capital changes 10,958,723 5,403,557 Debtors 1,584,552 (5,988,239) Stocks (4,052,909) 3,223,556 Creditors 2,241,903 (1,019,672) Associated company (6,264,219) -

Cash generated from operations 4,468,050 1,619,202 Income tax paid (537,830) (1,479,542)

Net cash from operating activities 3,930,220 139,660

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment - (5,000)Dividend from an associated company 910,305 -Interest received 593,276 1,420,924Purchase of fixed assets (2,940,475) (461,969)Proceeds from disposal of fixed assets 269,000 65,200

Net cash (used in)/from investing activities (1,167,894) 1,019,155

CASH FLOWS FROM FINANCING ACTIVITIES

Shares bought back - (134,400)Dividend paid (3,171,760) (2,775,290)

Net cash used in financing activities (3,171,760) (2,909,690)

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CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 JULY, 2000

(Cont’d)

2000 1999RM RM

NET DECREASE IN CASH AND CASH EQUIVALENTS (409,434) (1,750,875)CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 21,009,850 22,760,725

CASH AND CASH EQUIVALENTS AT END OF THE YEAR 20,600,416 21,009,850

The accompanying notes are an integral part of this statement.

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BALANCE SHEET - 31 JULY, 2000

Note 2000 1999RM RM

CURRENT ASSETS

Cash and bank balances 3 20,143,719 20,709,757Trade debtors 5,484,391 7,334,911Other debtors, deposits and prepayments 1,106,518 649,837Stocks 4 20,227,473 16,382,473Due from subsidiary companies 5 - 713,909Due from an associated company 6 6,264,219 -

53,226,320 45,790,887

CURRENT LIABILITIES

Trade creditors 4,644,669 2,605,710Other creditors and accruals 4,312,357 4,287,994Due to subsidiary companies 5 923,617 -Taxation 2,564,581 730,215Proposed dividend 3,964,700 3,171,760

16,409,924 10,795,679

NET CURRENT ASSETS 36,816,396 34,995,208FIXED ASSETS 7 23,786,184 22,823,175SUBSIDIARIES 8 2,391,942 2,391,942ASSOCIATED COMPANY 9 5,000 5,000

62,999,522 60,215,325

SHAREHOLDERS’ FUNDS

Share capital 10 39,647,000 39,647,000Reserves 23,352,522 20,568,325

62,999,522 60,215,325

The accompanying notes are an integral part of this balance sheet.

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STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 JULY, 2000

Share buyShare Share Revaluation back Retained

capital premium reserve reserve profits TotalRM RM RM RM RM RM

At 1 August, 1998 39,750,000 4,448,713 1,438,685 249,000 13,997,418 59,883,816Shares bought back and cancelled (103,000) - - - - (103,000)Net profit for the year - - - - 3,637,669 3,637,669Dividend (Note 18) - - - - (3,171,760) (3,171,760)Transfer to share buy back - - - 134,400 (134,400) -Excess of nominal value over price paid for shares bought back - - - (31,400) - (31,400)

At 31 July, 1999 39,647,000 4,448,713 1,438,685 352,000 14,328,927 60,215,325Net profit for the year - - - - 6,748,897 6,748,897Dividend (Note 18) - - - - (3,964,700) (3,964,700)

At 31 July, 2000 39,647,000 4,448,713 1,438,685 352,000 17,113,124 62,999,522

The accompanying notes are an integral part of this statement.

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INCOME STATEMENTFOR THE YEAR ENDED 31 JULY, 2000

Note 2000 1999RM RM

Revenue 12 57,948,955 30,056,815Other operating income 13 1,286,422 206,819Changes in inventories of finished good and work-in-progress (509,677) 1,576,965Raw materials and consumables used (40,135,885) (21,278,745)Staff costs 14 (5,126,480) (4,351,877)Depreciation (1,469,015) (1,612,724)Other operating expenses 15 (3,588,784) (2,369,455)

Profit from operations 8,405,536 2,227,798Interest income, net 16 562,361 1,409,871

Profit before taxation 8,967,897 3,637,669Taxation 17 (2,219,000) -

Profit after taxation 6,748,897 3,637,669

The accompanying notes are an integral part of this statement.

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CASH FLOW STATEMENTFOR THE YEAR ENDED 31 JULY, 2000

2000 1999RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation 8,967,897 3,637,669Adjustments for : Gain on disposal of fixed assets (178,425) (24,890) Depreciation 1,469,015 1,612,724 Interest income (590,651) (1,418,974)

Operating profit before working capital changes 9,667,836 3,806,529 Debtors 1,393,839 (5,637,815) Stocks (3,845,000) 3,543,201 Subsidiary companies 1,637,526 589,163 Creditors 2,063,322 (1,063,761) Associated company (6,264,219) -

Cash generated from operations 4,653,304 1,237,317 Income tax paid (384,634) (1,377,050)

Net cash from/(used in) operating activities 4,268,670 (139,733)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment - (5,000)Dividend paid (3,171,760) (2,775,290)Proceeds from disposal of fixed assets 260,000 27,200Purchase of fixed assets (2,513,599) (363,437)Interest received 590,651 1,418,974

Net cash used in investing activities (4,834,708) (1,697,553)

CASH FLOWS FROM FINANCING ACTIVITIES

Shares bought back - (134,400)

Net cash used in financing activities - (134,400)

NET DECREASE IN CASH AND CASH EQUIVALENTS (566,038) (1,971,686)CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 20,684,757 22,656,443

CASH AND CASH EQUIVALENTS AT END OF THE YEAR 20,118,719 20,684,757

The accompanying notes are an integral part of this statement.

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NOTES TO THE ACCOUNTS - 31 JULY, 2000

1. PRINCIPAL ACTIVITIES

The principal activities of the Company are the manufacture and supply of remote control, auto alarm, central locks and powerwindow for motor vehicles. The principal activities of the subsidiaries are described in Note 8 to the accounts. There have been nosignificant changes in these principal activities during the financial year.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The accounts of the Company are prepared under the historical cost convention modified by the revaluation of certain land andbuildings 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. Theresults of the subsidiary acquired during the year are included in the consolidated income statement from the date of acquisition.Intragroup transactions are eliminated on consolidation and the consolidated accounts reflect external transactions only.

The difference between the purchase price and the fair value of the net assets of the subsidiaries at the date of acquisition is includedin the consolidated balance sheet as goodwill or reserve arising on consolidation. The goodwill on consolidation is amortised over theperiod of 20 years.

(c) Associated Company

The Group treats as associated company those company in which the Group has a long term equity interest and where it exercisessignificant influence through management participation.

The Group’s share of profits less losses of associated company is included in the consolidated income statement and Group’sinterest in associated Company is stated at cost plus adjustments to reflect changes in the Group’s share of the net assets of theassociated company.

(d) Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is determined principally on the first-in first-out (FIFO) basis. Forwork-in-progress and finished goods, cost includes raw materials, direct labour and appropriate production overheads.

(e) Fixed Assets and Depreciation

Fixed assets are stated at cost or valuation less accumulated depreciation.

No depreciation is provided on freehold land. Depreciation on the other fixed assets is provided on the straight line basis calculatedto write off the cost of each asset over its estimated useful life. The principal annual rates of depreciation are :

Buildings 2%Plant and machinery 20%Equipment, furniture and fittings 10%Motor vehicles 20%Renovation 10%Electrical installation 10%Loose tools 50%Moulds 15%Computer 50%

The Group and the Company adopted the policy of revaluing the land and building once in every five years.

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(f) Currency Conversion and Translation

Transactions in foreign currencies during the year are converted into Ringgit Malaysia at rates of exchange approximating thoseruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated into RinggitMalaysia at rates of exchange approximating those ruling at that date. All exchange gains or losses are dealt with in the incomestatement.

The exchange rates ruling at balance sheet date used are as follows :2000 1999

United States Dollar 3.800 3.800Singapore Dollar 2.200 2.248New Taiwan Dollar 0.123 0.119

(g) Deferred Taxation

Deferred taxation is provided under liability method for all material timing differences except where there is reasonable evidence thatthese timing differences will not be reversed in the foreseeable future.

(h) Investment

Investment in subsidiaries are stated at cost less provision for diminution in value which is considered to be permanent.

(i) Cash and Cash Equivalents

Cash and cash equivalents include fixed deposit, cash and bank balances that are readily convertible to known amounts of cash andwhich are subject to an insignificant risk of changes in values.

3. CASH AND BANK BALANCES Group Company

2000 1999 2000 1999RM RM RM RM

Cash in hand and at banks 5,600,416 1,439,453 5,118,719 1,114,360Fixed deposit with licensed banks 15,050,000 19,620,397 15,025,000 19,595,397

20,650,416 21,059,850 20,143,719 20,709,757

Included in the fixed deposit of the Group and the Company is an amount of RM50,000 (1999 : RM50,000) and RM25,000 (1999 :RM25,000) respectively which are pledged to a bank as security for bank guarantee facility.

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4. STOCKSGroup Company

2000 1999 2000 1999RM RM RM RM

Raw materials 14,585,853 10,015,320 14,078,227 9,723,550Work-in-progress 633,732 1,126,773 386,815 894,039Finished goods 6,486,001 6,510,584 5,762,431 5,764,884

21,705,586 17,652,677 20,227,473 16,382,473

5. DUE (TO)/FROM SUBSIDIARY COMPANIESCompany

2000 1999RM RM

Due from subsidiaries - 713,909Due to subsidiaries (923,617) -

(923,617) 713,909

The amounts due (to)/from subsidiaries are trade-in-nature.

6. DUE FROM AN ASSOCIATED COMPANY

Group and Company

The amount due from an associated company is trade in nature.

7. FIXED ASSETSAt

Valuation <—————— At Cost ——————>Freehold Freehold

Group land and Land and Plant and *Other2000 buildings Buildings machinery assets Total

RM RM RM RM RM

COST/VALUATION

At 1 August, 1999 6,698,206 12,367,041 2,333,230 15,717,885 37,116,362Additions - 1,869,908 386,484 684,083 2,940,475Disposals - - - (470,378) (470,378)

At 31 July, 2000 6,698,206 14,236,949 2,719,714 15,931,590 39,586,459

ACCUMULATEDDEPRECIATION

At 1 August, 1999 165,261 266,951 1,249,543 10,242,972 11,924,727Charge for the year 55,834 171,147 363,569 1,334,197 1,924,747Disposals - - - (388,803) (388,803)

At 31 July, 2000 221,095 438,098 1,613,112 11,188,366 13,460,671

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AtValuation <—————— At Cost ——————>Freehold Freehold

Group land and Land and Plant and *Other2000 buildings Buildings machinery assets Total

RM RM RM RM RMNET BOOK VALUE

At 31 July, 2000 6,477,111 13,798,851 1,106,602 4,743,224 26,125,788

At 31 July, 1999 6,532,945 12,100,090 1,083,687 5,474,913 25,191,635

Depreciation charge for 1999 43,389 89,251 457,625 1,470,074 2,060,339

Company2000

COST/VALUATION

At 1 August, 1999 5,868,206 12,367,041 622,877 14,918,597 33,776,721Additions - 1,869,908 1,300 642,391 2,513,599Disposals - - - (407,878) (407,878)

At 31 July, 2000 5,868,206 14,236,949 624,177 15,153,110 35,882,442

ACCUMULATEDDEPRECIATION

At 1 August, 1999 159,731 266,951 619,572 9,907,292 10,953,546Charge for the year 55,834 169,480 799 1,242,902 1,469,015Disposals - - - (326,303) (326,303)

At 31 July, 2000 215,565 436,431 620,371 10,823,891 12,096,258

NET BOOK VALUE

At 31 July, 2000 5,652,641 13,800,518 3,806 4,329,219 23,786,184

At 31 July, 1999 5,708,475 12,100,090 3,305 5,011,305 22,823,175

Depreciation charge for 1999 41,724 89,251 122,687 1,359,062 1,612,724

* Other assets comprise of equipment, furniture and fittings, motor vehicles, renovation, electrical installation, loose tools, mouldsand computer.

Certain freehold land and buildings of the Group and the Company are stated at valuation determined on the existing use basis whichwas carried out by independent professional valuers in 1996. The surplus arising from the revaluation of the freehold land andbuildings is credited to the revaluation reserve.

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Had the revalued fixed assets been stated at historical cost less depreciation, the net book value of each class of fixed assets thatwould have been included in the accounts at the end of the financial year are as follows :

Group Company2000 1999 2000 1999

RM RM RM RM

Freehold land 2,526,520 2,526,520 2,352,327 2,352,327Buildings 1,190,773 1,216,659 1,166,187 1,191,539

3,717,293 3,743,179 3,518,514 3,543,866

8. SUBSIDIARIES2000 1999

RM RM

Unquoted shares, at cost 2,391,942 2,391,942

EffectivePlace of interest

Name of Company incorporation 2000 1999 Principal activities% %

Beaucar Accessories (M) Sdn. Bhd. Malaysia 100 100 Trading in auto accessories.Plasmet Industries (M) Sdn. Bhd. Malaysia 65 65 Manufacturers of precision plastic, metal parts,

precision moulds and toolings.

9. ASSOCIATED COMPANYGroup Company

2000 1999 2000 1999RM RM RM RM

Unquoted shares, at cost 5,000 5,000 5,000 5,000Share of post acquisition reserves 876,032 - - -

881,032 5,000 5,000 5,000

Represented by :

Share of net tangible assets 881,032 5,000

The results of the associated company are based on the audited accounts as at 31 December, 1999 and management accounts forthe seven months ended 31 July, 2000.

The associated company is :

EffectivePlace of interest

Name of Company incorporation 2000 1999 Principal activities% %

Wirapadu Sistem Sdn. Bhd. Malaysia 50 50 Trading in auto accessories

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10. SHARE CAPITAL2000 1999

RM RMOrdinary shares at RM1 each :Authorised 50,000,000 50,000,000

Issued and fully paid :As at 1 August 39,647,000 39,750,000Shares bought back and cancelled - (103,000)

As at 31 July 39,647,000 39,647,000

11. DEFERRED TAXATION

Deferred taxation of RM71,934 (1999 : RM71,934) is not provided on the surplus arising from the revaluation of freehold land andbuildings as it is not the intention of the directors to dispose these properties.

12. REVENUE

Revenue of the Group and of the Company consist of invoiced value of sales of goods less returns and discounts.

13. OTHER OPERATING INCOME

Included in other operating income of the Group and the Company are the following :

Group Company2000 1999 2000 1999

RM RM RM RMRental received (56,600) (68,300) (159,776) (166,676)Gain on disposal of fixed assets (187,425) (62,890) (178,425) (24,890)Gross dividend from an associated company - - (910,305) -Management fee from an (24,000) - (24,000) - associated company

14. STAFF COSTS

Included in staff costs of the Group and the Company are the following :

Group Company2000 1999 2000 1999

RM RM RM RMSalaries paid to :- directors of the Company 498,551 507,796 498,551 507,796- a director of a subsidiary 15,658 97,134 - -

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15. OTHER OPERATING EXPENSESGroup Company

2000 1999 2000 1999RM RM RM RM

This is stated aftercharging/(crediting) :

Directors’ fee 288,000 288,000 240,000 240,000Auditors’ remuneration : - current year 38,000 32,000 28,000 22,000 - over provision in prior year (1,000) (1,000) - -Rental of hostels 56,100 29,340 56,100 29,340Provision for doubtful debts 145,734 18,000 - -Bad debts written off - 13,707 - -Loss on currency exchange - realised 39,968 15,020 39,602 16,216

16. INTEREST INCOME, NET

Included in interest income of the Group and the Company are interest income of RM593,276 (1999 : RM1,420,924) and RM590,651(1999 : RM1,418,974) respectively.

17. TAXATION Group Company

2000 1999 2000 1999RM RM RM RM

Current year’s provision 2,657,700 - 2,219,000 -Under/(Over) provision in prior years 757 (5,918) - -Share of taxation of an associated company 441,730 - - -

3,100,187 (5,918) 2,219,000 -

The effective rate of taxation of the Group for the year is lower than the statutory income tax rate primarily due to tax exemptdividends received being not taxable and utilisation of brought forward tax losses by a subsidiary company.

The effective rate of taxation of the Company for the year is lower than the statutory income tax rate primarily due to tax exemptdividends received being not taxable.

The Company has tax credits and tax exempt accounts to frank the payment of dividends out of its retained profits under the followingAct subject to agreement with the Inland Revenue Board :

(a) Tax credits under Section 108 of Income Tax, 1967 of approximately RM9,692,000 (1999 : RM7,649,000).

(b) Tax exempt account under Section 133A of Income Tax Act, 1967 of approximately RM3,936,000 (1999 : RM3,936,000).

(c) Tax exempt account arising from pioneer status of approximately RM14,811,000 (1999 : RM18,775,000).

(d) Tax exempt account under Section 12 of Income Tax (Amendment) Act, 1999 of approximately RM4,158,000 (1999 :RM4,158,000).

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18. DIVIDENDAmount Dividend per share

2000 1999 2000 1999RM RM Sen Sen

Proposed final dividend : 10% (1999 : 8%) tax exempt 3,964,700 3,171,760 10 8

19. EARNINGS PER SHARE

The basic earnings per share is calculated by dividing the Group earnings of RM8,463,979 (1999 : RM4,658,803) by the weightedaverage number of shares in issue during the year of 39,647,000 (1999 : 39,651,036) shares.

20. SIGNIFICANT RELATED PARTIES TRANSACTIONS2000 1999

RM RM

Sales to a subsidiary 4,854,920 6,575,139Sales to an associated company 12,918,424 -Purchases from a subsidiary 5,481,053 3,051,480Rental income from a subsidiary 136,776 136,776

The directors of the Company are of the opinion that the above transactions have been entered into in the normal course of business.

21. SEGMENT INFORMATION

No segmental reporting is prepared as the Group’s activities are carried out entirely in Malaysia and the Group’s operations are in thetrading and manufacturing of automobile parts.

22. CURRENCY

All amounts are stated in Ringgit Malaysia (RM), unless otherwise stated.

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Tenure Area(approximate in square Net Book Value

Location age of building) Description metres Registered Owner as at 31-7-2000

RM

No. 6, Jalan Waja 7, Freehold 2-storey 1,280 Multi-Code Electronics 1,991,768Kawasan Perindustrian (7 years) semi-detached Industries (M) BerhadPandan, 81100 Johor Bahru, factoriesJohor Darul Takzim.

No. 8, Jalan Waja 7, Freehold 2-storey 1,280 Multi-Code Electronics 1,991,768Kawasan Perindustrian (7 years) semi-detached Industries (M) BerhadPandan, 81100 Johor Bahru, factoriesJohor Darul Takzim.

HS(D)240365 to 240370 Freehold 6 continuous 893 Multi-Code Electronics 3,430,107PTD34424 to 34429 (3 years) units of Industries (M) BerhadMukim of Tebrau, District of 3-storeyJohor Bahru, State of Johor. shop/office

No. 24, Lebuh Pulau Pinang Freehold 4 1/2 storey 240 Multi-Code Electronics 2,026,926Pusat Perniagaan NBC, (4 years) shop/office Industries (M) BerhadBatu 1 1/2, Jalan Meru,41050 Klang, Selangor.

No. 2, Jalan Waja 7, Freehold 2-storey 1,281 Multi-Code Electronics 2,570,269Kawasan Perindustrian Pandan, (7 years) semi-detached Industries (M) Berhad81100 Johor Bahru, factoriesJohor Darul Takzim.

No. 4, Jalan Waja 7, Freehold 2-storey 1,280 Multi-Code Electronics 2,259,200Kawasan Perindustrian Pandan, (7 years) semi-detached Industries (M) Berhad81100 Johor Bahru, factoriesJohor Darul Takzim.

No. 10, Jalan Permatang, Freehold 1 1/2 storey 641 Multi-Code Electronics 539,770Taman Desa Jaya, (6 years) semi-detached Industries (M) Berhad81100 Johor Bahru, workshopJohor Darul Takzim.

No. 12, Jalan Permatang, Freehold 1 1/2 storey 641 Multi-Code Electronics 539,770Taman Desa Jaya, (6 years) semi-detached Industries (M) Berhad81100 Johor Bahru, workshopJohor Darul Takzim.

No. 6, Jalan Permatang 17, Freehold 1 1/2 storey 641 Multi-Code Electronics 539,905Taman Desa Jaya, (6 years) semi-detached Industries (M) Berhad81100 Johor Bahru, workshopJohor Darul Takzim.

LIST OF PROPERTIES

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Tenure Area(approximate in square Net Book Value

Location age of building) Description metres Registered Owner as at 31-7-2000

RM

No. 8, Jalan Permatang 17, Freehold 1 1/2 storey 641 Multi-Code Electronics 539,905Taman Desa Jaya, (6 years) semi-detached Industries (M) Berhad81100 Johor Bahru, workshopJohor Darul Takzim.

No. 33, Jalan Permatang 21, Freehold 2-storey 143 Multi-Code Electronics 192,215Taman Desa Jaya, (6 years) terrace house Industries (M) Berhad81100 Johor Bahru,Johor Darul Takzim.

No. 15, Jalan Kakak Tua, Freehold Single-storey 186 Multi-Code Electronics 124,920Taman Eng Ann, (33 years) terrace house Industries (M) Berhad41150 Klang, Selangor.

Off Sungai Rasah, Freehold 3 continuous 453 Multi-Code Electronics 855,42641150 Klang, Selangor. (7 years) units of 2-storey Industries (M) BerhadHS(M)No 2845 to 2847 terrace lightPT No 494 to 496 industrial(Lots 13282 to 13284) buildings

No. 7, Jalan Waja 8, Freehold 1 1/2 storey 1,366 Multi-Code Electronics 1,851,209Kawasan Perindustrian Pandan, (7 years) semi-detached Industries (M) Berhad81100 Johor Bahru, factoriesJohor Darul Takzim.

No. 92 & 92A, Jalan Meranti Freehold 2-storey 156 Beaucar Accessories 822,803Taman Melodies, (17 years) shophouse (M) Sdn Bhd80250 Johor Bahru,Johor Darul Takzim.

LIST OF PROPERTIES(Cont'd)

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SHAREHOLDING STATISTICS

AS AT 24 OCTOBER 2000

SHARE CAPITAL : Authorised RM50,000,000: Issued & Paid Up RM39,647,000

CLASS OF SHARES : Ordinary Share of RM1 eachVOTING RIGHTS : One vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGSSize of Holdings No. of Shares Percentage No. of Holders Percentage1 - 1,000 1,518,000 3.83 1,518 67.521,001 - 5,000 1,635,000 4.12 591 26.295,001 - 10,000 522,000 1.32 66 2.9410,001 and above 35,972,000 90.73 73 3.25

39,647,000 100.00 2,248 100.00

TWENTY LARGEST SHAREHOLDERSNo. Name No. of Shares Percentage1. GOH TONG HUAT 6,271,885 15.822. AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 6,000,000 15.13

– SKIM AMANAH SAHAM BUMIPUTERA3. CHANG CHOON CHENG @ CHANG CHU CHEN 5,916,218 14.924. GOH CHAI SIONG 3,206,214 8.095. ARAB-MALAYSIAN FINANCE BERHAD 2,196,000 5.54

– PLEDGED SECURITIES ACCOUNT FOR REGENSI MOTOR SDN BHD6. MAYFIN NOMINEES (TEMPATAN) SDN BHD 2,100,000 5.30

– PLEDGED SECURITIES ACCOUNT FOR GOH TONG HUAT7. PENINSULA NOMINEES (TEMPATAN) SDN BHD

– PLEDGED SECURITIES ACCOUNT FOR GOH TONG HUAT 1,546,000 3.908. MAYFIN NOMINEES (TEMPATAN) SDN BHD

– PLEDGED SECURITIES ACCOUNT FOR ESTATE OF ONG SEE CHUAN @ GOH SEE CHUAN 1,200,000 3.03

9. PERMODALAN NASIONAL BERHAD 1,200,000 3.0310. ARAB-MALAYSIAN NOMINEES (TEMPATAN) SDN BHD

– ARAB-MALAYSIAN FINANCE BERHAD FOR GOH TONG HUAT 1,010,770 2.5511. ARAB-MALAYSIAN NOMINEES (TEMPATAN) SDN BHD

– ARAB-MALAYSIAN FINANCE BERHAD FOR ESTATE OF ONG SEE CHUAN @ GOH SEE CHUAN 988,442 2.49

12. PENINSULA NOMINEES (TEMPATAN) SDN BHD – PLEDGED SECURITIES ACCOUNT FOR LEE PUAY HENG 733,000 1.85

13. LEE SEONG SAN 547,000 1.3814. LEE SIEW KIAT 456,471 1.1515. ARAB-MALAYSIAN FINANCE BERHAD

– PLEDGED SECURITIES ACCOUNT FOR YEE ENG KING 449,000 1.1316. KOTA BHARU SECURITIES SDN BHD 335,000 0.8417. CHENG PAO-YUAN 256,000 0.6518. AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD

– AMANAH SAHAM SELANGOR 200,000 0.5019. NG GEK HOON 129,000 0.3320. ARAB-MALAYSIAN FINANCE BERHAD

– PLEDGED SECURITIES ACCOUNT FOR MOHD ARIFF BIN MOHD NOOR 122,000 0.31

TOTAL 34,863,000 87.94

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SHAREHOLDING STATISTICS(Cont'd)

SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERSNo. Name No. of Shares Percentage1. GOH TONG HUAT 11,385,126 28.722. CHANG CHOON CHENG @ CHANG CHU CHEN 7,908,660 19.953. AMANAH RAYA BERHAD 6,000,000 15.13

– SEKIM AMANAH SAHAM BUMIPUTERA4. GOH CHAI SIONG 3,206,214 8.095. REGENSI MOTOR SDN BHD 2,201,000 5.556. PERBADANAN NASIONAL BERHAD 1,200,000 3.03

* Inclusive of indirect interest through shares held by spouse.

DIRECTORS' SHAREHOLDINGS

LIST OF DIRECTORS' SHAREHOLDINGS AS AT 21 AUGUST 2000No. Name No. of Shares

Direct Indirect1. DATO' HJ SULAIMAN BIN AHMAD - 2,201,0002. GOH TONG HUAT 10,928,655 456,4713. CHANG CHOON CHENG @ CHANG CHU CHEN 7,908,660 04. GOH CHAI SIONG 3,206,214 05. MOHD NADZIR BIN MAHMUD 0 06. NORA LAM SIEW WAN 0 0

* Deemed interested by virtue of his shareholdings in Regensi Motor Sdn. Bhd.** Indirect interest through shares held by spouse.

***

*

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MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD(Incorporated in Malaysia under Company No. 193094-K)

F O R M O F P R O X Y

I/We, (Name)

of (Address)

a member/members of the abovenamed Company, hereby appoint Mr/Mrs

(Name)

of (Address)

or failing him/her, (Name)

of (Address),

or failing him/her, the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the TenthAnnual General Meeting of the Company to be held on Thursday, 14 December, 2000 at the Ponderosa Golf & CountryClub, 10-C, Jalan Bumi Hijau Tiga, Taman Molek, 81100 Johor bahru, Johor Darul Ta’zim at 11.30 a.m. and, at everyadjournment thereof for/against the resolutions to be proposed thereat.

My/Our proxy is to vote as indicated below:-

For Against

RESOLUTION 1

RESOLUTION 2

RESOLUTION 3

RESOLUTION 4

RESOLUTION 5

RESOLUTION 6

RESOLUTION 7

(Please indicate with an "X" in the space provided how you wish the vote to be cast. If you do not do so, the proxywill vote or abstain from voting at his discretion).

No. of Shares Held

Signature of Shareholder(s)

Signed this day of 2000.

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

member of the Company but must attend the meeting in person to vote. The instrument appointing a proxy shall be in writing under the hand of the appointer orhis attorney duly authorised in writing or if such appointer is a corporation, under its Common Seal or the hand of its attorney.

b) 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.c) The Proxy Form must be deposited with the Secretary at the Registered Office of the Company at Suite 11.2B, Level 11, Menara Pelangi, No. 2, Jalan Kuning, Taman

Pelangi, 80400 Johor Bahru, Johor, Malaysia not less than 48 hours before the time set for the meeting or any adjournament thereof.d) Explanatory Note to Special Business

The proposed Resolution 7 is in line with the Company's expansion plan which may involve the issue of new shares (other than bonus or rights issues). Under theCompanies Act, 1965, the Directors would have to call for a general meeting to approve the issue of new shares even though the number of shares involved is lessthan 10 per cent of the issued capital of the Company for the time being. In order to avoid any delay and costs involved in convening a general meeting, it is thusconsidered appropriate to seek shareholders approval for the Directors to issue shares (other than bonus or rights issues) in the Company up to an aggregate amountnot exceeding 10 per cent of the issued capital of the Company for the time being and also to empower the Directors to obtain approval from the Kuala LumpurStock Exchange for the listing of and quotation for the additional shares so issued. This authority unless revoked or varied at a general meeting will expire at thenext Annual General Meeting of the Company.

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