nanyang-annualreport 2002 (360kb)

1Annual Report 2002

Nanyang Press Holdings Berhad (“NPHB”) was incorporated on 23 July 1958

and was listed on the Kuala Lumpur Stock Exchange on 17 April 1989.

The authorised capital of NPHB is RM100,000,000 comprising 100,000,000

ordinary shares of RM1.00 each of which 61,910,670 ordinary shares of RM1.00

each have been issued and fully paid as at 30 June 2002.

The principal activities of the Company are investment holding, letting of

investment properties and provision of management services whilst the

principal activities of its subsidiaries are centred around the core activities of

publishing newspapers and magazines.

Company Profile ..................................................................................... 1

Notice Of Annual General Meeting ....................................................... 2Statement Accompanying Notice Of Annual General Meeting ........... 4Corporate Information ............................................................................ 11

Profile Of Directors .................................................................................. 12

Statement On Corporate Governance .................................................... 15

Statement On Internal Control ................................................................ 18

Audit Committee Report ......................................................................... 20

Financial Highlights ................................................................................. 23

Chairman’s Statement ............................................................................ 24

Report Of The Directors .......................................................................... 27

Statement By Directors ........................................................................... 32

Statutory Declaration .............................................................................. 32

Balance Sheet .......................................................................................... 33

Income Statements ................................................................................. 35

Statement Of Changes In Equity ............................................................. 36

Cash Flow Statements ............................................................................. 38

Notes To The Financial Statements ........................................................ 40

Report Of The Auditors ........................................................................... 64

List Of Properties ..................................................................................... 65

Analysis Of Shareholdings ...................................................................... 67

List Of Branch Offices ............................................................................. 69

Form Of Proxy

Contents

Company Profile

2 Nanyang Press Holdings Berhad

NOTICE IS HEREBY GIVEN that the Forty-fifth Annual General Meeting of

Nanyang Press Holdings Berhad will be held at No. 1, Jalan SS 7/2, 47301

Petaling Jaya, Selangor Darul Ehsan on Monday, 23 December 2002 at 10:00

a.m. for the transaction of the following business :-

( Resolution No. 1 )










Notice Of Annual General Meeting

AGENDA

1. To receive and consider the audited financial statements for the yearended 30 June 2002 and the Directors’ and Auditors’ Reports thereon.

2. To approve the payment of Directors’ fees of RM167,494 to be dividedamongst the Directors in such manner as they may determine.

3. To re-elect the following Directors retiring in accordance with Article 90and Article 96 of the Company’s Articles of Association:

Article 90

(a) YBhg Datuk Henry Chin Poy-Wu

Article 96

(b) Dato’ Wong See Wah

(c) Mr Yoong Yan Pin(d) Mr Mah Keng Hock(e) Mr Leong Chew Meng(f) Mr Lau Tiang Hua

4. To re-appoint YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin pursuant toSection 129(6) of the Companies Act, 1965, as Director of the Companyto hold office until the conclusion of the next Annual General Meeting.

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and toauthorise the Directors to fix their remuneration.

3Annual Report 2002


6. AS SPECIAL BUSINESS, to consider and if thought fit, pass with orwithout any modification, the following ordinary motion:

Authority To Directors To Issue Shares

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directorsbe and are hereby empowered to issue shares in the Company, at anytime and upon such terms and conditions and for such purposes as theDirectors may, in their absolute discretion, deem fit, provided that theaggregate number of shares issued pursuant to this resolution in any onefinancial year does not exceed 10% of the issued capital of the Companyfor the time being and that the Directors be and are also empowered toobtain the approval for the listing of and quotation for the additional sharesso issued on the Kuala Lumpur Stock Exchange and that such authorityshall continue in force until the conclusion of the next Annual GeneralMeeting of the Company.”

7. To consider any other business of which due notice has been given.

By Order of the Board

KHOO PEK LING

LIEW YEN NIE

Secretaries

Kuala Lumpur28 November 2002

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy, but notmore than two proxies, to attend and vote in his stead. A proxy need not be a member of theCompany. A member may appoint any other person to be his proxy without limitation and theprovision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. TheForm of Proxy must be deposited at the Registered Office of the Company at No. 1, Jalan SS 7/2, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointedfor holding the meeting or adjourned meeting.

2. Resolution On Authority To Directors To Issue Shares

The proposed Resolution 11, if passed, would enable the Directors to issue up to a maximumof 10% of the issued share capital of the Company for the time being for such purposes as theDirectors consider would be in the best interest of the Company. This authority, unless revokedor varied by the Company at a general meeting, will expire at the next Annual General Meeting.


Statement AccompanyingNotice of Annual General MeetingPursuant To Paragraph 8.28(2) of The Listing Requirements of Kuala Lumpur Stock Exchange.

Datuk Henry Chin Poy-Wu, Dato’ Wong See Wah, Mr Yoong Yan Pin, Mr Mah Keng Hock, Mr LeongChew Meng and Mr Lau Tiang Hua are seeking re-election while Tan Sri Dato’ Ahmad Sabki bin Jahidinis seeking re-appointment at the Annual General Meeting.

Particulars of Directors seeking re-election or re-appointment at the Annual General Meeting.

RE-ELECTION IN ACCORDANCE TO ARTICLE 90

Name

Age

Nationality

Qualifications

Position on the Board

Date first appointed on the Board

Working experience and occupation

Membership of Board Committees

Directorships of other publiccompanies

Securities holdings in Nanyang PressHoldings Berhad and its subsidiaries

Family relationship with any directorand/or major shareholder of andconflict of interest with Nanyang PressHoldings Berhad

Convictions for offences within thepast 10 years other than traffic offences

Attendance at Board Meetings heldduring the financial year ended 30thJune 2002

Datuk Henry Chin Poy-Wu

65 years

Malaysian

Senior Cambridge

Independent Non–Executive Director

1st December 1993

Served in Malaysian Government for nearly 40 years andthe last position held was Commissioner of Police KualaLumpur. After his retirement from government services,he began to be involved in business and is now Directorof several Public Listed companies.

Audit Committee and Nomination Committee

Malaysian Mosaics Berhad; J.T. International Berhad;Kilang Papan Seribu Daya Berhad; Eastern & OrientalBerhad; Glenealy Plantations (Malaysia) Berhad; MagnumCorporation Berhad; Hap Seng Consolidated Berhad andAmalania Koko Berhad

Nil

Nil

Nil

3 / 5

5Annual Report 2002


Dato’ Wong See Wah

56 years

Malaysian

Certificate in Teaching

Non–Independent Non–Executive Director

27th November 2001

Started his career in the education arena before devotedto politics in 1982. He was then appointed as the NegeriSembilan State EXCO and Deputy Minister in the PrimeMinister’s Department and the Ministry of Finance until1999. Presently, he is the Chairman of a few privatecompanies.

Nomination Committee and Remuneration Committee

Nil

Nil

Nil

Nil

3 / 3

Name

Age

Nationality

Qualifications












Name

Age

Nationality

Qualifications










Mr Yoong Yan Pin

65 years

Malaysian

Bachelor of Arts (Hons) degree


27th November 2001

Retired from banking after 32 years of service in thebanking industry. He was Chief Executive Officer ofChung Khiaw Bank Malaysia and United Overseas BankMalaysia for 26 years and a board member for 23 years.Prior to joining the United Overseas Bank Group, he wasa school teacher for 5 years, Bank Examiner in BankNegara Malaysia for 3 years and Assistant to ChiefExecutive Officer of a commercial bank for 2 years. Heserved as a Council Member of the Association of Banksin Malaysia for 23 years and Institut Bank-Bank Malaysiafor 15 years. He was a Board Member of the CreditGuarantee Corporation Berhad for 2 terms. Mr Yoong iscurrently a Director of ABS Real Estate Berhad.

Audit Committee and Remuneration Committee

ABS Real Estate Berhad

Nil

Nil

Nil

3 / 3

7Annual Report 2002


Name

Age

Nationality

Qualifications










Mr Mah Keng Hock

63 years

Malaysian

Barrister


19th September 2002

Barrister, he is a member of the English Bar. He joinedthe Malaysian Legal Service in 1963, having served asSenior Assistant Registrar High Court and then asMagistrate in Kuala Lumpur. In 1964, he started his ownlaw practice. In 1972, he went into property developmentbusiness.

Nil

Nil

Nil

Nil

Nil

N/A



Name

Age

Nationality

Qualifications










Mr Leong Chew Meng

47 years

Malaysian

Bachelor of Commerce & Administration (BCA), NewZealand; Associate Chartered Accountant (ACA) from theInstitute of Chartered Accountants of New Zealand; andChartered Accountant (CA) from the Malaysian Instituteof Accountants.


19th September 2002

He is an Accountant by profession. Prior to diversifyinginto business as Business Consultant and Advisor, he wasthe Financial Controller and Director of several multinational companies in the manufacturing, trading andretail sectors.

Finance Committee

Nil

Nil

Nil

Nil

N/A

9Annual Report 2002


Name

Age

Nationality

Qualifications










Mr Lau Tiang Hua

49 years

Malaysian

Certified Public Accountant from Malaysian Institute ofCertified Public Accountants; and Chartered Accountantfrom Malaysian Institute of Accountants.

Independent Non-Executive Director

19th September 2002

He was General Manager for finance and administrationwith a major media publishing company in Malaysiabefore starting his own practice.

Audit Committee

Malaysia Building Society Berhad and Panglobal Berhad

Nil

Nil

Nil

N/A


RE-APPOINTMENT PURSUANT TO SECTION 129(6) OF THE COMPANIES ACT, 1965

Name

Age

Nationality

Qualifications










Tan Sri Dato’ Ahmad Sabki bin Jahidin

70 years

Malaysian

Graduated from University of Malaya with a Bachelor ofArts (Honours) Degree


21st February 1994

He commenced his career in 1958 as an AdministrativeOfficer in Malayan Civil Services. He was the AssistantState Secretary of Malacca from 1960 to 1962, DistrictOfficer of Jasin from 1962 to 1963 before his transfer tothe Ministry of Defence as Principal Assistant Secretaryfrom 1964 to 1967. He then served as Under Secretary inthe Prime Minister Department from 1967 to 1972 beforejoining the Ministry of Culture, Youth & Sports. In 1974,he was appointed Secretary General of the said Ministry.Thereafter, he was seconded to the Malaysian RubberExchange and Licensing Board from 1977 to 1993 andserved as Chairman of the Board from 1980 to 1993. Healso held the position of Chairman of the InternationalRubber Association from 1984 to 1993 and also asChairman of the Buffer Stock Committee of theInternational Natural Rubber Organisation from 1984 to1986. He was the Vice Chairman of the MalaysianNational Shippers Council from 1980 to 1993. He is nowDirector of several Public Listed companies.

Chairman of Audit Committee and NominationCommittee

Apollo Food Holdings Berhad; Cygal Berhad; Gula PerakBerhad; Hwang-DBS (Malaysia) Berhad; Hwang-DBS UnitTrust Berhad; Paramount Corporation Berhad; ZaitunBerhad and Kemajuan Amoy Berhad

Nil

Nil

Nil

5 / 5

11Annual Report 2002

Corporate Information

SECRETARIES

Khoo Pek Ling (MIA1816)Liew Yen Nie (LS NO 006560)

AUDITORS

Ernst & YoungChartered Accountants

PRINCIPAL PLACE OF BUSINESS

& REGISTERED OFFICE

No.1, Jalan SS7/247301 Petaling JayaSelangor Darul Ehsan

SHARE REGISTRAR

Malaysian Share Registration Service Sdn. Bhd.7th Floor, Exchange SquareBukit Kewangan50200 Kuala Lumpur

DIRECTORS

• YBhg Datuk Oh Chong Peng (Chairman)

• Mr Liew Peng Chuen (Managing Director)

• YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin

• YBhg Datuk Henry Chin Poy-Wu

• YBhg Datuk Leong Tang Chong

• YBhg Dato’ Wong See Wah

• Mr Mah Keng Hock

• Mr Yoong Yan Pin

• Mr Leong Chew Meng

• Mr Lau Tiang Hua

PRINCIPAL BANKERS

• Bumiputra-Commerce Bank Berhad• Citibank Berhad• Deutsche Bank (Malaysia) Berhad• Eon Bank Berhad• Hong Leong Bank Berhad• Malayan Banking Berhad• OCBC Bank (Malaysia) Berhad• RHB Bank Berhad

SOLICITORS

CH Yeoh & YiewRaja, Darryl & LohRashid & LeeShearn Delamore & CoShook Lin & BokSoo Thien Ming & Nashrah


Profile of DirectorsDATUK OH CHONG PENG

Aged 58, was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in July 2001and was elected as Chairman in September 2001. He is also a member of the Audit Committee andChairman of the Finance Committee of the Company. Datuk Oh is currently the Non-Executive Chairmanof RHB Management Company Sdn Bhd. This company provides group support on Accounting, Legal,Tax, IT, HR and Risk matters to all operating companies in the Rashid Hussain Berhad (RHB) group ofcompanies. Prior to his involvement with the RHB group, he was a senior partner of Coopers & LybrandMalaysia from 1974 until his retirement in 1997.

Datuk Oh undertook his accountancy training in London and qualified as a Chartered Accountant in1969 and is currently a Fellow of the Institute of Chartered Accountants in England and Wales. Hejoined Coopers & Lybrand in London in 1969 and in Malaysia in 1971.

He is currently a Non-Executive Director of Star Publications (Malaysia) Berhad (1987), Powertek Berhad(1997), British American Tobacco (Malaysia) Berhad (1998), Rashid Hussain Berhad (1998), RHB CapitalBerhad (1998), RHB Bank Berhad (1998), RHB Insurance Berhad (1998), Rashid Hussain Securities SdnBhd (2000), Renong Berhad (2001), IJM Corporation Berhad (2002) and Non-Executive Chairman ofLand & General Berhad (1999).

He is also a Council member of the Malaysian Institute of Certified Public Accountants (MICPA) (1981);and a Government appointed member of the Labuan Offshore Financial Services Authority (LOFSA)(1996); and a Trustee of the Huaren Education Foundation (1993); and UTAR Education Foundation(2002).

His past appointments included being a Government appointed Committee Member of the Kuala LumpurStock Exchange (1990 to 1996); a past President of the MICPA (1994 to 1996); and a Director of UnitedMalayan Banking Corporation Berhad (now merged with RHB Bank Berhad [1985 to 1990]).

LIEW PENG CHUEN

Aged 54, is the Managing Director of Nanyang Press Holdings Berhad (NPHB) and was appointed to theBoard of Directors of NPHB in August 2001. He was the Group Chief Editor of “The Star” from 1983 to1986. He graduated from London Guildhall University with a law degree in 1987, and was admitted asan Advocate and Solicitor of the High Court of Malaya in 1989. He was a Director of Westmont Group ofCompanies between 1992 and 1995, and the Chief Operating Officer of NPHB in 1995-1996. He joinedthe Sin Chew Media Group in 1996 and was appointed its Group Chief Executive in 1999.

TAN SRI DATO’ AHMAD SABKI BIN JAHIDIN

Aged 70, has been a Director of Nanyang Press Holdings Berhad since 1994. He graduated from Universityof Malaya with a Bachelor of Arts (Honours) Degree in 1958. He also obtained a Diploma in InternationalRelations from the Institute of Social Studies, The Hague in 1967. He commenced his career in 1958 asan Administrative Officer in Malayan Civil Services. He was the Assistant State Secretary of Malaccafrom 1960 to 1962, District Officer of Jasin from 1962 to 1963 before his transfer to the Ministry ofDefence as Principal Assistant Secretary from 1964 to 1967. He then served as Under Secretary in thePrime Minister Department from 1967 to 1972 before joining the Ministry of Culture, Youth & Sports. In1974, he was appointed Secretary General of the said Ministry. Thereafter, he was seconded to theMalaysian Rubber Exchange and Licensing Board from 1977 to 1993 and served as Chairman of theBoard from 1980 to 1993. He also held the position of Chairman of the International Rubber Associationfrom 1984 to 1993 and also as Chairman of the Buffer Stock Committee of the International NaturalRubber Organisation from 1984 to 1986. He was the Vice Chairman of the Malaysian National ShippersCouncil from 1980 to 1993. Currently, he is a director of Cygal Berhad, Gula Perak Berhad, Hwang-DBS(Malaysia) Berhad, Apollo Food Holdings Berhad, Paramount Corporation Berhad and Zaitun Berhad.


DATUK HENRY CHIN POY-WU PSD, PGDK

Aged 65, retired from government service in 1993 after almost 40 years of service. His last post with theMalaysian Government was the Commissioner of Police, Kuala Lumpur. During his career he had alsobeen trained and served in overseas including England, America, Australia, Japan and others.

After his retirement from government services, he began to be involved in business and is now Directorof eight Public Listed companies. He is currently director of Malaysian Mosaics Berhad, J.T. InternationalBerhad, Kilang Papan Seribu Daya Berhad, Eastern & Oriental Berhad, Glenealy Plantations (Malaysia)Berhad, Magnum Corporation Berhad, Hap Seng Consolidated Berhad and Amalania Koko Berhad. Heis also active in education, social and communal works and is a Board Member of the University MalaysiaSabah; Vice Chairman of the Malaysian Crime Prevention Foundation; member of the Pardon Board,Sabah; Deputy Chairman of Kinabalu Foundation Sabah; Chairman of Datuk Seah Tee Tsui Foundation,Kota Kinabalu, Sabah and is the Hon. Life President of Asia Karate Federation.

He has been a Director of Nanyang Press Holdings Berhad since December 1993.

DATUK LEONG TANG CHONG

Aged 59, was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in August2001. He is also a member of the Finance Committee and Chairman of the Remuneration Committee.Datuk Leong obtained his certificate in Teaching from the Malayan Teachers’ college. He subsequentlyobtained a Bachelor of Laws from the Victoria University of Wellington, New Zealand in 1979 and passedthe New Zealand Law Professional Examination in 1980. He was admitted as a Barrister and Solicitor ofthe High Court of New Zealand in 1981 and as a Barrister and Solicitor of the Supreme Court of AustraliaCapital Territory, Australia in 1988. Subsequently, in 1989, he was appointed as Commissioner forOaths by the Supreme Court of Malaysia. He was admitted as an Advocate Solicitor of the High Courtof Malaya in January 1982 and has been practicing law since then. Currently, he is also a Director ofSTAR Publications (Malaysia) Berhad and a Trustee of UTAR Education Foundation.

DATO’ WONG SEE WAH

Dato’ Wong See Wah, aged 56, started his career in the education arena before devoted to politics in1982. He was then appointed as the Negeri Sembilan State EXCO and Deputy Minister in the PrimeMinister’s Department and the Ministry of Finance until 1999. During his service as a state assemblymanand parliamentarian, he has served the people and implemented various state and federal developmentprojects. He represented Malaysian in various international conferences and led a number of delegationsto promote Malaysia as the preferred international financial market. Presently, he is the Chairman of afew private companies and also acts as an advisor for various social and charitable organizations inMalaysia.

Dato’ Wong was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in November2001. He is also a member of the Nomination Committee and Remuneration Committee of the Company.

MAH KENG HOCK

Mr Mah Keng Hock, aged 63, Barrister, is a member of the English Bar. He joined the Malaysian LegalService in 1963, having served as Senior Assistant Registrar High Court and then as Magistrate in KualaLumpur. In 1964, he started his own law practice. In 1972, he went into property development business.

Mr Mah was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in September2002.


YOONG YAN PIN

Mr Yoong Yan Pin, 65, retired from banking after 32 years of service in the banking industry. He wasChief Executive Officer of Chung Khiaw Bank Malaysia and United Overseas Bank Malaysia for 26 yearsand a board member for 23 years. Prior to joining the United Overseas Bank Group, he was a schoolteacher for 5 years, Bank Examiner in Bank Negara Malaysia for 3 years and Assistant to Chief ExecutiveOfficer of a commercial bank for 2 years. He holds a Certificate of Education (Kirkby College, Liverpool)and a Bachelor of Arts (Hons.) degree (Economics & Chinese Studies) from the University of Malaya.He is a Fellow of the Institut Bank-Bank Malaysia and was a Fellow of the Chartered Institute of BankersLondon and the British Institute of Management. He served as a Council Member of the Association ofBanks in Malaysia for 23 years and Institut Bank-Bank Malaysia for 15 years. He was a Board Memberof the Credit Guarantee Corporation Berhad for 2 terms.

Mr Yoong is currently a Director of ABS Real Estate Berhad, a Trustee of the Nanyang Press Foundationand a Committee Member of the Kuala Lumpur & Selangor Chinese Chamber of Commerce and Industry,Federation of Hakka Associations Malaysia and Wilayah & Selangor Kayin Association.

Mr Yoong was appointed as a Non-Executive Independent Director of Nanyang Press Holdings Berhadin November 2001. He is also a member of the Audit Committee and Remuneration Committee of theCompany.

LEONG CHEW MENG

Mr Leong Chew Meng, aged 47, is an Accountant by profession. He obtained his Bachelor of Commerce& Administration Degree (BCA) in October 1978 with a major in Accountancy from Victoria University ofWellington, New Zealand. In August 1987, he was admitted as a Chartered Accountant to the Instituteof Chartered Accountants of New Zealand. He is also a member of the Malaysian Institute of Accountants.

Prior to diversifying into business as Business Consultant and Advisor, he was the Financial Controllerand Director of several multi national companies in the manufacturing, trading and retail sectors.

Mr Leong was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in September2002.

LAU TIANG HUA

Mr Lau Tiang Hua, aged 49, is a certified public accountant from the Malaysian Institute of CertifiedPublic Accountants (MICPA) and a member of the Malaysian Institute of Accountants (MIA). He wasGeneral Manager for finance and administration with a major media publishing company in Malaysiabefore starting his own practice, JB Lau & Associates, Public Accountants in Penang.

He is an Independent Director of Panglobal Berhad and Malaysia Building Society Berhad.

Mr Lau was appointed as a Non-Executive Independent Director of Nanyang Press Holdings Berhad inSeptember 2002.


Statement On Corporate GovernanceINTRODUCTION

The Group is committed to high standards of corporate governance. This statement describes themanner in which the Company has applied the principles and the extent of compliance with its bestpractices as set out in the Malaysian Code on Corporate Governance during the financial year.

DIRECTORS

The Company is led by an experienced Board comprising members from varied backgrounds and togetherthey bring a balance of skills and experience to the business. A brief profile of each Director is presentedon pages 12 to 14 of this Annual Report. The Board considers the current composition and size of theBoard as adequate.

The Board comprises one Executive Director and nine Non-Executive Directors, four of whom areIndependent. There are clear divisions of accountability and responsibility between the Chairman andthe Managing Director. The Chairman who holds a Non-Executive position has a primary responsibilityof running the Board. The Managing Director has executive responsibilities for the operations, resultsand strategic development of the Group. The Board balance ensures that no one individual or Groupdominates the decision-making process.

The Board manages overall control of the Group’s affairs by a formal schedule of matters reserved forits decision. These include the approval of financial statements, major acquisitions and disposals,authority levels for expenditure, treasury policies, risk management policies and succession plans forsenior executives. To enable the Board to make considered decisions, the relevant information is madeavailable to all Board members in advance of Board meetings. All Directors have access to the servicesof the Company Secretary and may seek independent professional advice at the company’s expense inthe furtherance of their duties.

The Board also delegates certain responsibilities to Board Committees, which operate within clearlydefined terms of reference.

The Board has four Standing Committees, the Audit Committee (please refer to the Report on AuditCommittee set out on pages 20 to 22), the Nomination Committee, the Remuneration Committee andthe Finance Committee.

Board Committee Nomination Remuneration Audit FinanceBoard Member Committee Committee Committee Committee

YBhg Datuk Oh Chong Peng ** * **

Mr Liew Peng Chuen *

YBhg Tan Sri Dato’ AhmadSabki bin Jahidin * **

YBhg Datuk Henry Chin Poy-Wu * *

YBhg Datuk Leong Tang Chong ** *

YBhg Dato’ Wong See Wah * *

Mr Mah Keng Hock

Mr Yoong Yan Pin * *

Mr Leong Chew Meng *

Mr Lau Tiang Hua *

** Chairman* Member


Appointments Of The Board And Re-Election

The Board has a Nomination Committee comprising exclusively of Non-Executive Directors.

The Nomination Committee’s responsibility is to propose new nominees for the Board, to annuallyreview the required skills and core competencies of Non-Executive Directors and assess the effectivenessof the Board as a whole.

As stated in the Directors’ report, the Company’s Articles of Association require that at least one third ofthe Directors retire by rotation each financial year and eligible Directors can offer themselves for re-election at the Annual General Meeting. The Company’s Articles of Association also ensure that allDirectors are subject to re-election by rotation once every three years.

Directors’ Remuneration

The Board has a Remuneration Committee comprising entirely of Non-Executive Directors. TheCommittee’s responsibilities include recommending to the Board the remuneration of the ExecutiveDirectors.

The Board as a whole determines the remuneration of the Non-Executive Directors.

Directors’ remuneration for the financial year are as follows:

Salaries & Other emoluments 676 -

Directors’ fees - 274

Benefit-in-kind 15 -

Total 691 274

Company

Executive Non-ExecutiveDirectors DirectorsRM’000 RM’000

Number of Board Meetings

Held DuringDirectors Tenure in Office Attended

YBhg Datuk Oh Chong Peng (Chairman) 5 5

Mr Liew Peng Chuen (Managing Director) 5 5

YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin * 5 5

YBhg Datuk Henry Chin Poy-Wu * 5 3

YBhg Datuk Leong Tang Chong 4 4

YBhg Dato’ Wong See Wah (Appointed on 27.11.2001) 3 3

Mr Yoong Yan Pin * (Appointed on 27.11.2001) 3 3

Mr Mah Keng Hock (Appointed on 19.9.2002) N/A N/A

Mr Leong Chew Meng (Appointed on 19.9.2002) N/A N/A

Mr Lau Tiang Hua * (Appointed on 19.9.2002) N/A N/A

(* Independent Non-Executive Director)

The attendance of the Directors at the Board meetings held between 1st July 2001 and 30th June 2002is set out below:-


The numbers of Directors in each renumeration band for the financial year are as follows:

RELATIONS WITH SHAREHOLDERS

The Company encourages communications with its institutional and private shareholders. Regularmeetings are held with institutional investors to consider business progress and the business generally.Individual shareholders have the opportunity to address the Board at the Annual General Meeting, andthe Directors meet informally with the shareholders after the Annual General Meeting.

ACCOUNTABILITY AND AUDIT

The Board aims to present a balanced, clear and comprehensive assessment of the Group’s financialposition and prospects in the annual financial statements and quarterly announcements to shareholders,investors and regulatory authorities.

The Finance Committee, comprising three (3) Non-Excutive Directors and the Managing Director, reviewsall financial matters, examines strategic investment proposals and makes appropriate recommendationsto the board.

The Finance Committee and The Audit Committee assist the Board in reviewing information for disclosureto ensure accuracy, adequacy and completeness. The Statement by Directors of their responsibilitiesfor preparing the financial statements is set out on page 32 of this Annual Report.

Information on the Group’s internal control is presented in the Statement on Internal Control set out onpages 18 to 19.

RELATIONSHIP WITH THE AUDITORS

The Audit Committee of the Board provides an independent channel of communication for the externaland internal auditors. The Board ensures that an objective and professional relationship is maintainedwith the external auditors through the Audit Committee which keeps under review the nature, scopeand results of the external audit, its costs effectiveness and the independence and objectivity of theauditors. It also reviews the scope of work and extent of the activity of the internal audit function.

STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financialyear, which give a true and fair view of the state of affairs of the Company and the Group as at the endof the financial year and of the profit and loss and the cash flow of the Company and the Group for thefinancial year.

The Directors consider that in preparing the financial statements on pages 33 to 63, the Group hasused appropriate accounting policies, consistently applied and supported by reasonable and prudentjudgements and estimates, and that applicable approved accounting standards in Malaysia and theprovisions of the Companies Act, 1965 have been applied.

The Directors are responsible for ensuring that the Group maintains proper accounting records, whichdisclose with reasonable accuracy the financial position of the Company and the Group, and also enablethem to ensure that the financial statements comply with the Companies Act, 1965.

Up to RM50,000 1 * 4

RM50,001 to RM100,000 1 * 2

RM550,000 to RM600,000 1 -

* These Executive Directors resigned from the Board on 17th August 2001.

Company

Executive Non-ExecutiveDirectors Directors


The Board has overall responsibility for internal control, including risk management practices, and setsappropriate policies having regard to the objectives of the Group. Executive management has theresponsibility for the identification, evaluation and management of risks and for the implementationand maintenance of control systems in accordance with the Board’s policies.

The system of the internal control is designed to provide the Board with reasonable assurance regardingthe maintenance of proper accounting records, the reliability of the financial information and that Groupassets are safeguarded. Such a system is designed to manage rather than to eliminate the risk of failureto achieve business objectives and only provide reasonable and not absolute assurance against materialmisstatement or loss.

The Board, through the Audit Committee, has reviewed the effectiveness of the systems of internalcontrol for the accounting year and the period to the date of approval of the financial statements. InMay 2002, the Audit Committee formally set up an Internal Audit Department. Prior to this, System andProject Department undertook to review the internal control system of the Group.

The Group’s external auditors contribute a further independent perspective on certain aspects of theinternal financial control system arising from their work and annual report of their findings to the AuditCommittee.

The Board through the Audit Committee ensures that the whole management process provides adequatecontrol mechanisms over all major risks to the Group.

The framework and key processes that the Board has established in reviewing the adequacy and theintegrity of the system of internal control are as follows:-

i. Control Environment

There is a clearly defined organizational structure in which levels of authority and accountabilityare well defined.

The Group’s business operates within a framework of procedures laid down in manuals and theGroup’s personnel are required to comply with these procedures as relevant to their functionsand responsibilities. Financial reporting follows generally accepted accounting practice.

ii. Identification and Evaluation of Risks

There is an ongoing process for identifying and reviewing the principal risks affecting the Group’sbusiness and evaluating their financial implications.

The management with feedback from Group internal audit department has established a risk register,which identifies key risks, their potential financial impact, and the likelihood of those risks occurringas well as the control measures to manage those risks.

Statement On Internal Control


iii. Financial Control

There is comprehensive planning system with annual plans approved by the Board. Activities andresults are reported against these plans on both monthly and quarterly bases, in sufficient detail toallow the Directors and the senior management to monitor the financial and non-financial keyperformance indicators, business activities, risks and progress towards objectives.

Central review and approval procedures are in place in respect of major areas of risk such asacquisition and disposal of assets, major contracts, capital expenditure, litigation, treasurymanagement, taxation and environmental issues.

iv. Recruitment and Retention of Effective Personnel

The professionalism and competence of staff is maintained through a formalized recruitment process,annual appraisal and remuneration review system and a variety of training and developmentprograms to ensure that appropriate people of caliber are selected and retained.

v. Monitoring of the System of Internal Control

The Group’s internal audit department performs regular reviews of business processes to assessthe effectiveness of internal controls and highlight significant risks impacting the Group withrecommendation for improvement to the Audit Committee.


Audit Committee ReportCOMPOSITION

The composition of the Audit Committee presently consists of the following: -

Members of the Committee

YBhg Tan Sri Dato’ Ahmad Sabki Bin Jahidin - Chairman, Independent Non-Executive Director

YBhg Datuk Henry Chin Poy-Wu - Independent Non-Executive Director

YBhg Datuk Oh Chong Peng - Non-Executive Director

Mr Yoong Yan Pin - Independent Non-Executive Director (Appointed on 27.11.2001)

Mr Lau Tiang Hua - Independent Non-Executive Director (Appointed on 8.10.2002)

TERMS OF REFERENCE

1. Composition of Audit Committee

The Committee shall be appointed by the Directors from among its members and shall compose ofnot fewer than three (3) members. The majority of the members shall be non-executive directors. Aquorum shall be two members.

No member of the Committee shall be

a) A spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of anexecutive director of the Company or any related corporation.

b) Any person having a relationship, which in the opinion of the Directors, would interfere withthe exercise of independent judgement in carrying out the functions of an audit committee.

The Committee shall elect a Chairman from among its members who is not an executive director oremployee of the Company or any related corporation.

If a member of an audit committee resigns, dies or for any other reason ceases to be a memberwith the result that the number of members is reduced below three (3), the Board of Directors shall,within three (3) months of that event, appoint such number of new members as may be required tomake up the minimum of three (3) members.

2. Meetings

The Committee shall meet at least four (4) times a year. The Chairman shall convene a meeting ofthe Committee if requested to do so by any member, the management or the internal or externalauditors to consider any matter within the scope and responsibilities of the Committee.

3. In attendance at Meetings

The group financial controller, internal auditor and a representative of the external auditorsshall normally attend meetings. However, the Committee may invite any person to be in attendanceto assist it in its deliberation.


4. Secretary to Audit Committee and Minutes

The Company Secretary shall be the secretary of the Committee and as a reporting procedure, theminutes shall be circulated to all members of the Board.

5. Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference.It is authorized to seek any information it requires from any employee for the purpose of dischargingits functions and responsibilities.

The Committee is also authorized to obtain legal or other independent professional advice and toensure the attendance of outsiders with relevant experience and expertise if it considers thisnecessary.

The Committee is authorized to convene meetings with the external auditors, in the absence ofthe management, at least once a year.

6. Functions

The functions of the audit committee are as follows:

a) To review the audit plan with the external auditors.b) To review, with the external auditors, their evaluation of the system of internal accounting

controls and audit findings.c) To review the audit report with the external auditors.d) To review the assistance given by the Company’s officers to the external auditors.e) To review the scope and results of internal audit procedures.f) To review the financial statements of the Company and the consolidated financial statements

submitted to the Audit Committee by the Company and thereafter to submit them to the Directorsof the Company.

g) To review any related party transactions that may arise within the Company or the Group,h) To nominate a person or persons as the external auditors.i) Other functions as may be agreed to by the Audit Committee and the Board of Directors.

ATTENDENCE OF MEETINGS

The details of attendance of each member are as follows: -

YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin (Chairman) 4 4

YBhg Datuk Oh Chong Peng 4 4

YBhg Datuk Henry Chin Poy-Wu 4 3

Mr Yoong Yan Pin (Appointed on 27.11.2001) 2 2

Mr Lau Tiang Hua (Appointed on 8.10.2002) N/A N/A

Number of Meetings

Held DuringMembers Tenure in Office Attended


SUMMARY OF ACTIVITIES

During the year, the activities of the Audit Committee included the reviews of:-

i) The unaudited quarterly financial result announcements for each quarter of the Group prior to theBoard’s approval.

ii) The audit report and observations made by the external auditors on the audited financial statementsthat require appropriate actions and the Management’s response thereon reporting them to theBoard.

iii) The internal audit plan and findings of the internal auditors.iv) The scope of work and audit plan of the external auditors for financial year ended 30 June 2002.v) The related party transactions and conflict of interest situations that may arise within the Group.vi) The appointment and fees of external auditors.

The Committee also met with the external auditors in the absence of the management.

INTERNAL AUDIT FUNCTION

There is an internal audit function established to carry out audits of the Group’s key operations. Internalaudits are conducted based on the audit plan that is reviewed by the Audit Committee and approved bythe Board.

During the year, the activities of internal audit included the review of operational controls to ensurecompliance with Group’s policies and procedures, conducting a briefing on corporate governance, reviewof risk assessment, and updating risk records for all subsidiaries.


Turnover 296.3 252.9 286.2 286.7 277.8

Operating Profit BeforeExceptional Items 26.8 25.9 33.0 1.7 28.3

(Loss)/Profit Before Taxation 15.7 23.9 31.1 ( 1.6) 23.9

(Loss)/Earnings Per Share (sen) 10.1 41.7 35.8 ( 3.9) 36.3

Capital Expenditure 20.2 1.7 7.2 14.1 17.6

Net Tangible Assets 131.9 144.5 142.9 88.7 111.7

Total Shareholders’ Funds 137.4 148.8 143.8 88.7 111.7

Turnover(RM Million)

300

250

200

150

100

50

01998 1999 2000 2001 2002

Operating Profit Before Exceptional Items(RM Million)

35

30

25

20

15

10

5

01998 1999 2000 2001 2002

FINANCIAL YEAR ENDED 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE

(RM MILLION) 1998 1999 2000 2001 2002

AS AT 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE

(RM MILLION) 1998 1999 2000 2001 2002

Financial Highlights

296.3

252.9

286.2

286.7

277.8

1.7

33.0

25.9

28.3

26.8


On behalf the Board of Directors, I am pleased to present the Annual Report

and Financial Statement for the financial year ended 30 June 2002.

On behalf the Board of Directors, I am pleased topresent the Annual Report and FinancialStatement for the financial year ended 30 June2002.

FINANCIAL RESULTS

The Group recorded a satisfactory performancefor the year. Tight control of costs and reducednewsprint prices enabled the Group to improveon the previous year’s performance.

The Group’s turnover for the year ended 30 June2002 decreased by 3% to RM277.8 million,compared to RM286.7 million in the previous year.

The Group achieved an operating profit of RM28.3million for the financial period under reviewcompared to RM1.7 million in the previous year.After provision for diminution of RM4.4 million invalue of quoted investments, the Group recordeda profit before taxation of RM23.9 million,compared to the preceding year correspondingperiod’s loss of RM1.6 million.

The net earnings per share for the year was 36.3sen, compared with the previous year’s loss of 3.9sen per share.

As at 30 June 2002, the Group’s net tangible assetsstood at RM111.7 million, which was 25.9% higherthan last year’s RM88.7 million.

EDITORIAL REVIEW

Once again the Group publications wonrecognition in the national awards. The Group wonall the Malaysian Press Institute Awards for theChinese newspaper category.

Nanyang Siang Pau won two Awards – Best News/Feature and Sport News.

The China Press won the Best Economic News andEntertainment News awards.

Feminine won the Best Magazine Writers award.

Nanyang Siang Pau also won the DiGi Journalistof The Year Award, Dewan Bahasa dan Pustaka

Chairman’s Statement

Journalist of The Year Award, three Dato’ WongKee Tat Awards and three Dato’ Yap Yong SeongAwards.

The China Press also won several awardsincluding three ICI-CCM EnvironmentalJournalism Awards, two Dato’ Tan Leong MingAwards, two Consumer News Awards from theMinistry of Domestic Trade and Consumer Affairs,and a Dato’ Wong Kee Tat Award.

Efforts continue to be made to improve theeditorial contents, presentation and pagination soas to enhance the quality of all our titles.

OPERATIONAL REVIEW

During the year under review, the Group carriedout press reconfiguration for Nanyang Siang Pauand The China Press. When completed, this willbring operational efficiencies and improvedproductivity for both companies. The China Presswill have the capacity for more color pages andimproved print quality.

Life Publishers launched a men’s magazine NewIcon For Him in October 2001. Response to thismagazine has been good, both in terms ofreadership and appeal to advertisers. As it standsnow, Life Publishers has one tabloid newspaperand 16 magazines under its stable.

CittaBella celebrated her 5Th anniversary this year.The magazine continues to perform well and hasenjoyed strong growth in advertising revenue.

Nanyang Online successfully launched its latestlifestyle and customer loyalty platform, Red Hot,in December 2001. Red Hot is the only lifestylecard incorporating four functions. The card offersdiscounts to the members at more than 2,000outlets nationwide. It provides a secure paymentinstrument for e-commerce with 3-levelauthentication through card, mobile phone andPIN security. The Card also enables the membersto collect and redeem loyalty points fromrenowned brands such as Elba, Philips, National-Panasonic, Hoover, Tearproof, Transmark, Braun,


Some of the participants at the annual “Smart Card Family Day” held inGenting Highlands from 17 May to 19 May 2002.

YB Datuk Seri Dr. Mahathir Mohamed, our Prime Minister, presentingthe award to Tan Yoke Nai, the winner of the Malaysian Press InstituteAward for News/Features category, on 2 June 2002,

Prime Minister Datuk Seri Dr. Mahathir Mohamed, presenting theaward to Tan Boon Piaw, the winner of the Malaysian Press InstituteAward for sports category, on 2 June 2002,

Life Publishers General Manager, Mr Law Beng Chee with celebritiesduring the 17th Birthday cum launching of the new LTV magazine heldat Flux Discotheque, Kuala Lumpur on 16 September 2001.

Nanyang Online’s General Manager, Mr. Cheong Chia Chieh, presentingthe Nanyang “RedHot” Card to Minister of Housing and LocalGovernment, YB Dato’ Seri Ong Ka Ting at the launching ceremonyheld in Nanyang Siang Pau Auditorium on 20 May 2002.

The Charity Home of China Press donated five haemodialysis machinesto five non-profit charitable organisations during a ceremony held atthe China Press Auditorium on 27 October 2001.

YB Datuk Seri Abdullah Ahmad Badawi, our Deputy Prime Minister,launching the “Telekasih-Dial-A-Donation” charity campaign on 1October 2001.

In conjunction with Citta Bella’s 5th Anniversary in April 2002, a fashionand beauty road show was organised covering major towns inMalaysia. It featured fashion shows, make-up demonstrations and liveperformances.


Aussino, Travelite, La Gourmet, CLLS, CentralMelamine and others. The Card members are alsoentitled to as much as 87% savings on STD andIDD calls. In addition, it also gives members theconvenience of prepaid mobile reloads.

In its content delivery business, Nanyang Onlinehas tied up with Reuters to provide financialinformation over a wireless network namedFinancial eMAG. The service is currently deliveredthrough a paging network and will migrate to otherwireless platforms as technology evolves.Sportstar eMAG meanwhile, is the delivery ofpremium sports content over a similar network.

COMMUNITY SERVICE PROJECTS

During the year, the Group publications organizedvarious community projects involving a spectrumof events covering sports, education, lifestyle,musicals, and a host of others throughout the year,which attracted keen interest and support from thepublic.

Nanyang Press Foundation dialysis centre in KualaLumpur is providing treatment to approximately34 low-income patients monthly.

PROSPECTS

Newsprint prices are expected to increase in thenext financial year, and this would affect theGroup’s profitability. However, with themanagement’s continuing efforts in cost savingand revenue generating measures, and barringany major unforeseen circumstances, the Boardexpects the Group to continue to be profitable.

BONUS ISSUE AND EMPLOYEES’ SHARE

OPTIONS SCHEME

On 9 October 2002, we announced the proposedbonus issue of 15,477,668 new ordinary shares ofRM1.00 each on the basis of one new share forevery four existing shares held in the Companyon a date to be determined.

We also proposed to establish an Employees’Share Option Scheme for the benefit of eligibleemployees and Executive Directors of the Group.The Scheme is aimed at motivating and retainingstaff who had contributed and will continue tocontribute to the growth and success of the Group.

We expect to obtain all required approval by endDecemeber 2002.

DIVIDEND

The Board has declared a second interim dividendof 7.5 sen per share payable on 1 November 2002which together with the interim dividend of 2.5sen per share paid on 10 April 2002 represent atotal dividend of 10 sen per share for the financialyear ended 30 June 2002. No final dividend isproposed for the financial year ended 30 June2002.

DIRECTORATE

On behalf of the Board, I would like to extend awarm welcome to Dato’ Wong See Wah,Mr Mah Keng Hock, Mr Yoong Yan Pin, Mr LeongChew Meng and Mr Lau Tiang Hua to the Board. Ilook forward to the contributions their variedexperiences will bring to the Group.

APPRECIATION

On behalf of the Board and management, I thankour readers, news vendors, agents, advertisers,advertising agencies, financiers and businessassociates for their continued support during theperiod. I am also indeed very grateful for thededication and loyalty shown by the managementand staff during the year.

DATUK OH CHONG PENG

Chairman

Kuala Lumpur9 October 2002

27A n n u a l R e p o r t 2 0 0 2

Report Of The Directors

The Directors have pleasure in presenting their report together with the audited financial statements of theGroup and of the Company for the financial year ended 30 June 2002.

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding, letting of investment propertiesand provision of management services.

The principal activities of the subsidiaries are described in Note 5 to the financial statements. There havebeen no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS

Profit before taxation 23,857 13,701Taxation ( 2,632 ) ( 787 )

Profit after taxation 21,225 12,914Minority interests ( 10 ) -

Profit attributable to shareholders of the Company 21,215 12,914Retained profit brought forward 37,819 19,421

Profit available for appropriation 59,034 32,335Less: Dividends ( 1,054 ) ( 1,054 )

Retained profit carried forward 57,980 31,281

In the opinion of the Directors, the results of the operations of the Group and of the Company during thefinancial year were not substantially affected by any item, transaction or event of a material and unusualnature.

DIVIDENDS

Since the end of the previous financial year, the Company paid an interim dividend of 2.5% less tax at 28%amounting to RM1,053,930 in respect of the financial year ended 30 June 2002 on 10 April 2002. TheCompany’s own shares repurchased by the Company amounting to 3,359,000 shares did not qualify for thedividend.

The Directors now declare a second interim dividend of 7.5% less tax at 28% on ordinary shares of RM1.00each amounting to RM3,161,800 in respect of the current financial year. The Company’s own sharesrepurchased by the Company amounting to 3,359,000 shares did not qualify for the dividend.

No final dividend is proposed for the financial year ended 30 June 2002.

SHARE CAPITAL

During the financial year, the issued and paid-up share capital of the Company was increased fromRM61,355,070 to RM61,910,670 by the issue of 555,600 new ordinary shares of RM1 each at an option priceof RM5.16 per ordinary share pursuant to the ESOS of the Company. The new shares issued rank pari passuwith the existing shares of the Company.

GROUP COMPANY

RM’000 RM’000

28 N a n y a n g P r e s s H o l d i n g s B e r h a d

Report Of The Directors (Continued)

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

(a) Termination of Proposed Acquisition of Asia Times Sdn Bhd

On 22 January 2002, the Company announced that the Agreement to acquire 100% equity interest inAsia Times Sdn Bhd has been terminated as the Company failed to obtain approval from the HomeMinistry.

The deposit of RM450,000 with accrued interest was refunded to the Company.

(b) Change in Shareholding of Nanyang Press Holdings Berhad

Subsequent to the mandatory take-over on 31 May 2001, Huaren Management Sdn. Bhd. (“HMSB”)’sshareholdings in Nanyang Press Holdings Berhad (“NPHB”) was increased from 41,940,902 shares(71.50%) to 53,919,613 shares (92.14%). As such, the Kuala Lumpur Stock Exchange (“KLSE”) has, videits letter dated 20 August 2001, suspended the trading of NPHB shares pursuant to Chapter 11.09 of theKLSE Listing Requirements, as the take-over has resulted in HMSB holding more than 90% equity interestin NPHB.

As provided under Chapter 8.15 of the KLSE Listing Requirements, the KLSE has granted NPHB a timeperiod of 6 months up to 22 February 2002 to comply with the 25% Public Shareholdings SpreadRequirement to enable the continued listing of NPHB on the Main Board of the KLSE. NPHB has appliedfor an extension of time to comply with this requirement. Subsequently, the KLSE has approved NPHB’sapplication for the extension of time until 22 June 2002 to comply with the 25% Public ShareholdingsSpread Requirement.

On 1 May 2002, HMSB has entered into an arrangement with Rashid Hussain Securities Sdn. Bhd.under which the latter will place out 10,888,636 NPHB shares representing a 17.59% equity interest inthe Company. The transaction will result in HMSB holding less than 75% of the paid-up capital of NPHBand lead to the eventual requotation of the shares of the Company.

Trading in NPHB’s shares resumed with effect from 14 June 2002 as the Company’s shareholding structurehas been regularised and the Company has complied with the 25% public shareholding spreadrequirement.

EVENTS SUBSEQUENT TO BALANCE SHEET DATE

Significant events subsequent to the balance sheet date are disclosed in Note 34 to the financial statements.

DIRECTORS

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

YBhg Datuk Oh Chong Peng (Chairman)Liew Peng Chuen (Managing Director)YBhg Tan Sri Dato’ Ahmad Sabki bin JahidinYBhg Datuk Henry Chin Poy-WuYBhg Datuk Leong Tang ChongYBhg Dato’ Wong See Wah ( Appointed on 27 November 2001 )Yoong Yan Pin ( Appointed on 27 November 2001 )Mah Keng Hock ( Appointed on 19 September 2002 )Leong Chew Meng ( Appointed on 19 September 2002 )Lau Tiang Hua ( Appointed on 19 September 2002 )

29A n n u a l R e p o r t 2 0 0 2

In accordance with Article 90 of the Company’s Articles of Association, YBhg Datuk Henry Chin Poy-Wuretires by rotation from the Board at the forthcoming Annual General Meeting and, being eligible, offershimself for re-election.

In accordance with Article 96, YBhg Dato’ Wong See Wah, Mr Yoong Yan Pin, Mr Mah Keng Hock, Mr LeongChew Meng and Mr Lau Tiang Hua retire from the Board at the forthcoming Annual General Meeting and,being eligible, offer themselves for re-election.

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

None of the Directors holding office at 30 June 2002 held or dealt in the ordinary shares or options of theCompany or its related companies during the financial year ended 30 June 2002.

No Director of the Company has since the end of the previous financial year received or become entitled toreceive a benefit (other than a benefit included in the aggregate amount of emoluments received or due andreceivable by the Directors shown in the financial statements or the fixed salary of a full-time employee ofthe Company or of a related company) by reason of a contract made by the Company or a related corporationwith the Director or with a firm of which the Director is a member, or with a company in which the Directorhas a substantial financial interest.

EXECUTIVE SHARE OPTION SCHEME (”ESOS“)

The main features of the ESOS are, inter alia, as follows:

1. Eligible executives are those executives who have served the Group for a period of at least one (1) yearand have been confirmed in service on the date of offer, and full time executive directors of the Companywhose maximum allowable allotments have been approved by the Company in a general meeting.

2. The aggregate number of shares to be issued under the ESOS shall not exceed 10% of the total issuedand paid-up ordinary share capital of the Company for the time being.

3. The ESOS shall be in force for a period of five (5) years commencing from 24 December 1999, subjecthowever to any extension for a further period of five (5) years provided that the requisite approvalshave been obtained for such extension.

4. The option price shall be the average of the mean market quotation of the shares of the Company asquoted on the Kuala Lumpur Stock Exchange for the five (5) market days preceding the date of offer, orat the par value of the shares of the Company of RM1, whichever is higher.

5. A grantee may exercise up to 20% of shares comprised in an option in any one year and the number ofshares to be exercised shall be in multiples of and not less than 1,000 shares provided that if the grantee’sbalance of shares is less than 1,000 shares, the balance of shares must be exercised in a single tranche.

6. No executive shall be eligible to participate in more than one (1) employees’ share option schemeimplemented by the subsidiaries within the Group.


Report Of The Directors (Continued)

7. In the event of a takeover offer being made for the Company by a general offer or otherwise and resultingin a change of control (as shall be notified by the Company or the ESOS Committee) and upon suchoffer becoming or being declared unconditional, a Grantee shall be entitled within six calendar monthsof the date on which such offer becomes or is declared unconditional (within the Option Period) toexercise in whole or in part up to the full extent of the Option remaining unexercised.

This ESOS has been terminated on 6 January 2002.

The movements in the Company’s unissued ordinary shares under the ESOS during the financial year are asfollows:

NUMBER OF UNISSUED ORDINARY SHARES OF RM1

EACH UNDER THE ESOS

AT OPTIONS OPTIONS AT

1.7.2001 EXERCISED TERMINATED 30.6.2002

‘000 ‘000 ‘000 ‘000

At option price of RM5.16 823 ( 556 ) ( 267 ) -At option price of RM11.18 36 - ( 36 ) -

859 ( 556 ) ( 303 ) -

OTHER STATUTORY INFORMATION

(a) Before the balance sheets and income statements of the Group and of the Company were made out, theDirectors took reasonable steps:

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

ii) to ensure that all current assets which were unlikely to realise their value as shown in the accountingrecords in the ordinary course of business had been written down to an amount which they mightbe 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 Groupand of the Company inadequate to any substantial extent;

ii) the values attributed to current assets in the financial statements of the Group and of the Companymisleading.

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

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

31A n n u a l R e p o r t 2 0 0 2

(e) 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 thefinancial year which secures the liabilities of any other person; or

ii) any contingent liability in respect of the Group and of the Company which has arisen since the endof 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 enforceablewithin the period of twelve months after the end of the financial year which will or may affect theability of the Group and of the Company to meet its obligations as and when they fall due; and

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

AUDITORS

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

Signed on behalf of the Board in accordance with a resolution of the Directors,

YBhg Datuk Oh Chong Peng )))) DIRECTORS)

YBhg Tan Sri Dato’ )Ahmad Sabki Bin Jahidin )

Kuala Lumpur, Malaysia8 October 2002


We, YBHG DATUK OH CHONG PENG and YBHG TAN SRI DATO’ AHMAD SABKI BIN JAHIDIN, being two ofthe Directors of NANYANG PRESS HOLDINGS BERHAD, do hereby state that in the opinion of the Directors,the financial statements set out on pages 33 to 63 have been drawn up in accordance with applicable ApprovedAccounting Standards so as to give a true and fair view of:

(i) the financial position of the Group and of the Company as at 30 June 2002 and of the results of theGroup and of the Company for the financial year then ended; and

(ii) the cash flows of the Group and of the Company for the financial year ended 30 June 2002.

Signed on behalf of the Board in accordance with a resolution of the Directors,

YBhg Datuk Oh Chong Peng )))) DIRECTORS)

YBhg Tan Sri Dato’ )Ahmad Sabki Bin Jahidin )


I, WEE TEE FATT, being the Officer primarily responsible for the financial management of NANYANG PRESSHOLDINGS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 33 to63 are in my opinion correct and I make this solemn declaration conscientiously believing the same to betrue and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )abovenamed WEE TEE FATT at Kuala Lumpur ) WEE TEE FATTin the Federal Territory on 8 October 2002 )

Before me,

Dato Dr. Mohamad Ashfar Bin Mohamad Ali

Commissioner for Oaths

Statement By DirectorsPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

Statutory DeclarationPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

33A n n u a l R e p o r t 2 0 0 2

PROPERTY, PLANT AND EQUIPMENT 3 95,328 99,458 6,436 6,392

LONG-TERM INVESTMENTS 4 14,783 25,247 11,541 19,787

SUBSIDIARY COMPANIES 5 - - 78,011 79,088

ASSOCIATED COMPANY 6 - - - -

CURRENT ASSETS

Inventories 7 51,010 37,153 - -Trade receivables 8 53,315 49,503 - -Other receivables 9 19,118 21,709 15,725 16,869Tax recoverable 7,182 1,444 4,226 1,370Amounts due from

subsidiary companies 10 - - 1,679 4,534Deposits, cash and bank balances 11 17,963 10,770 407 669

148,588 120,579 22,037 23,442

CURRENT LIABILITIES

Trade payables 22,155 20,195 - -Other payables 12 23,383 21,601 737 863Short-term bank borrowings 13 80,708 100,360 19,200 22,500Taxation 404 3,450 - -

126,650 145,606 19,937 23,363

NET CURRENT ASSETS/(LIABILITIES) 21,938 ( 25,027 ) 2,100 79

132,049 99,678 98,088 105,346

Balance SheetsAS AT 30 JUNE 2002

GROUP COMPANY

2002 2001 2002 2001

NOTES RM’000 RM’000 RM’000 RM’000


Balance Sheets (Continued)AS AT 30 JUNE 2002

GROUP COMPANY

2002 2001 2002 2001

NOTES RM’000 RM’000 RM’000 RM’000

FINANCED BY:

SHARE CAPITAL 14 61,911 61,355 61,911 61,355

RESERVES 15 70,796 48,324 41,240 27,069

TREASURY SHARES 16 ( 20,974 ) ( 20,974 ) ( 20,974 ) ( 20,974 )

111,733 88,705 82,177 67,450

MINORITY INTERESTS 224 224 - -

AMOUNTS DUE TOSUBSIDIARY COMPANIES 10 - - 15,851 37,864

EMPLOYEES’ RETIREMENTBENEFITS 17 3,991 3,514 60 32

TERM LOAN 18 8,750 - - -

DEFERRED TAXATION 19 7,351 7,235 - -

132,049 99,678 98,088 105,346

NET TANGIBLE ASSETSPER SHARE (SEN) AT 30 JUNE 191 153 140 116

The annexed notes form an integral part of these financial statements.

35A n n u a l R e p o r t 2 0 0 2

REVENUE 20 277,807 286,682 21,172 60,045

COST OF SALES ( 154,859 ) ( 184,120 ) - -

GROSS PROFIT 122,948 102,562 21,172 60,045

OTHER OPERATING INCOME 21 4,882 2,052 3,008 -

DISTRIBUTION COSTS ( 19,113 ) ( 18,540 ) - -

ADMINISTRATIVE COSTS ( 24,953 ) ( 26,464 ) ( 1,673 ) ( 1,471 )

OTHER OPERATING COSTS ( 51,571 ) ( 52,271 ) ( 773 ) ( 944 )

( 90,755 ) ( 95,223 ) 562 ( 2,415 )

PROFIT FROM OPERATIONS 32,193 7,339 21,734 57,630

FINANCE COSTS ( 3,900 ) ( 5,685 ) ( 2,520 ) ( 5,496 )

OPERATING PROFIT BEFOREEXCEPTIONAL ITEMS 22 28,293 1,654 19,214 52,134

EXCEPTIONAL ITEMS 23 ( 4,436 ) ( 3,287 ) ( 5,513 ) ( 1,000 )

PROFIT/(LOSS) BEFORE TAXATION 23,857 ( 1,633 ) 13,701 51,134

TAXATION 24 ( 2,632 ) ( 1,142 ) ( 787 ) ( 11,228 )

PROFIT/(LOSS) AFTER TAXATION 21,225 ( 2,775 ) 12,914 39,906

MINORITY INTERESTS ( 10 ) 444 - -

PROFIT/(LOSS) FOR THEFINANCIAL YEAR 21,215 ( 2,331 ) 12,914 39,906

EARNINGS/(LOSS) PERSHARE (IN SEN)- basic 25 36.3 ( 3.9 )- fully diluted 25 36.3 ( 3.9 )

NET DIVIDENDS PER SHARE (IN SEN) 26 1.8 89.5


Income StatementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

GROUP COMPANY

2002 2001 2002 2001

NOTES RM’000 RM’000 RM’000 RM’000


GROUP

At 30 June 2000 as previously reported 61,192 ( 13,099 )Prior year adjustment 27 - -

At 30 June 2000 as restated 61,192 ( 13,099 )Share options exercised 163 -Loss for the financial year - -Dividends 26 - -Own shares purchased - ( 7,875 )

At 30 June 2001 61,355 ( 20,974 )Share options exercised 556 -Profit for the financial year - -Dividends 26 - -

At 30 June 2002 61,911 ( 20,974 )

COMPANY

At 30 June 2000 as previously reported 61,192 ( 13,099 )Prior year adjusment 27 - -

At 30 June 2000 as restated 61,192 ( 13,099 )Share options exercised 163 -Profit for the financial year - -Dividends 26 - -Own shares purchased - ( 7,875 )

At 30 June 2001 61,355 ( 20,974 )Share options exercised 556 -Profit for the financial year - -Dividends 26 - -

At 30 June 2002 61,911 ( 20,974 )


Statement Of Changes In EquityFOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

TREASURY

SHARE SHARES

NOTES CAPITAL ACCOUNT

RM’000 RM’000

37A n n u a l R e p o r t 2 0 0 2

880 6,177 2,770 85,835 143,755- - - 6,429 6,429

880 6,177 2,770 92,264 150,184678 - - - 841

- - - ( 2,331 ) ( 2,331 )- - - ( 52,114 ) ( 52,114 )- - - - ( 7,875 )

1,558 6,177 2,770 37,819 88,7052,311 - - - 2,867

- - - 21,215 21,215- - - ( 1,054 ) ( 1,054 )

3,869 6,177 2,770 57,980 111,733

880 6,090 25,200 80,263- - 6,429 6,429

880 6,090 31,629 86,692678 - - 841

- - 39,906 39,906- - ( 52,114 ) ( 52,114 )- - - ( 7,875 )

1,558 6,090 19,421 67,4502,311 - - 2,867

- - 12,914 12,914- - ( 1,054 ) ( 1,054 )

3,869 6,090 31,281 82,177

NON-DISTRIBUTABLE DISTRIBUTABLE

SHARE REVALUATION MERGER RETAINED

PREMIUM RESERVE RESERVE PROFIT TOTAL

RM’000 RM’000 RM’000 RM’000 RM’000


Cash Flow StatementsFOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROMOPERATING ACTIVITIES

Operating profit/(loss) before taxation 23,857 ( 1,633 ) 13,701 51,134

Adjustments for:Depreciation 9,311 10,886 168 156Interest expense 3,900 5,685 2,520 5,496Provision for employees’

retirement benefits 98 286 28 24Provision for doubtful debts 3,485 3,000 - -Provision for diminution in value:- long term investments 4,436 - 4,436 -- subsidiary companies - - 1,077 -Dividend income ( 75 ) ( 494 ) ( 19,318 ) ( 54,809 )Interest income ( 641 ) ( 5,613 ) ( 682 ) ( 4,077 )(Gain)/loss on disposal of

property, plant and equipment ( 516 ) ( 18 ) ( 56 ) 36Gain on disposal of investment ( 3,831 ) - ( 2,952 ) -Bad Debts recovered - 2 - -Amortisation of goodwill - 47 - -Goodwill written off - 857 - -

16,167 14,638 ( 14,779 ) ( 53,174 )

Operating profit/(loss) beforeworking capital changes 40,024 13,005 ( 1,078 ) ( 2,040 )

Changes in working capital:Inventories ( 13,857 ) ( 21,258 ) - -Receivables ( 4,706 ) ( 1,499 ) 1,144 ( 1,731 )Payables 4,553 1,197 ( 126 ) ( 498 )Related company balances - 54,724 - 22,048

Cash generated from/(used in)operations 26,014 46,169 ( 60 ) 17,779

Interest paid ( 3,537 ) ( 3,746 ) ( 2,285 ) ( 3,558 )Income taxes paid ( 11,300 ) ( 10,457 ) ( 3,643 ) ( 10,196 )Payment of retirement benefits ( 109 ) ( 56 ) - ( 22 )Contribution to retirement

benefits fund - ( 352 ) - -

Net cash generated from/(used in)operating activities 11,068 31,558 ( 5,988 ) 4,003

39A n n u a l R e p o r t 2 0 0 2

CASH FLOWS FROMINVESTING ACTIVITIES

Purchase of treasury shares - ( 7,875 ) - ( 7,875 )Purchase of property, plant and

equipment ( 17,634 ) ( 14,095 ) ( 385 ) ( 211 )Purchase of investment ( 140 ) - ( 140 ) -Interest received 641 5,613 682 4,077Dividends received 75 494 19,318 54,809 Dividends paid to minority

shareholders in a subsidiarycompany ( 10 ) ( 85 ) - -

Shares subscribed by minorityshareholders in a subsidiarycompany - 625 - -

Proceeds from sale of property,plant and equipment 12,969 358 229 -

Proceeds from disposal of investment 9,999 - 6,902 -Subscription of shares

in a subsidiary company - - - ( 1,875 )Advances to subsidiary companies - - (19,158 ) (2,958 )

Net cash generated from/(used in)investing activities 5,900 ( 14,965 ) 7,448 45,967

CASH FLOWS USED INFINANCING ACTIVITIES

Repayment of long-term loan ( 12,500 ) ( 36,000 ) ( 12,500 ) ( 36,000 )Drawdown of long-term loan 10,000 - - -Drawdown of short-term borrowings 9,200 32,076 9,200 -Repayment of short-term borrowings ( 17,602 ) ( 10,000 ) - ( 10,000 )Payment of finance lease creditors - ( 17 ) - -Payment of interest on long-term loan ( 363 ) ( 1,938 ) ( 235 ) ( 1,938 )Payment of finance lease interest - ( 1 ) - -Dividends paid ( 1,054 ) ( 52,114 ) ( 1,054 ) ( 52,114 )Proceeds from issue of shares 2,867 841 2,867 841

Net cash used in financing activities ( 9,452 ) ( 67,153 ) ( 1,722 ) ( 99,211 )

NET INCREASE/(DECREASE) IN CASHAND CASH EQUIVALENTS DURINGTHE FINANCIAL YEAR 7,516 ( 50,560 ) ( 262 ) ( 49,241 )

CASH AND CASH EQUIVALENTSAT BEGINNING OF THEFINANCIAL YEAR 8,582 59,142 669 49,910

CASH AND CASH EQUIVALENTSAT END OF THE FINANCIAL YEAR 28 16,098 8,582 407 669


GROUP COMPANY

NOTES 2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000


Notes To The Financial Statements30 JUNE 2002

1 GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listedon the Main Board of the Kuala Lumpur Stock Exchange.

2 SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial statements of the Group and of the Company have been prepared under the historicalcost convention modified to include the revaluation of certain assets and comply with applicableApproved Accounting Standards issued by the Malaysian Accounting Standards Board.

(b) Basis of Consolidation

The Group financial statements incorporate the financial statements of the Company and all itssubsidiaries to 30 June 2002. Subsidiaries of the Group are consolidated either on the acquisitionor merger method of accounting.

i) Under the acquisition method of accounting, the results of subsidiaries acquired or disposedduring the financial 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 subsidiaries’ net assets are determined andthese values are reflected in the Group financial statements.

The difference between the acquisition cost and fair values of the attributable net assets in asubsidiary company acquired is reflected as goodwill or reserve on consolidation as appropriate.

Goodwill on consolidation is amortised over a period of twenty five years. The goodwill iswritten down to its estimated recoverable amounts, if in the opinion of the Directors there isany indication of impairment. Goodwill on consolidation was written off in the financial yearended 30 June 2001.

ii) Under the merger method of accounting, the results of the subsidiaries are included in theconsolidated financial statements on the basis that companies have been combined throughoutthe current and previous financial years.

The excess of the appropriate share in nominal value of the share capital of a subsidiary overthe acquisition cost is taken to merger reserve.

(c) Subsidiary Companies

Investment in subsidiary companies is stated at cost. In 1993, the Company revalued its investmentin certain subsidiary companies primarily as a one-off exercise and did not intend to effect a changein the accounting policy to one of revaluation of investments.

Subsidiary companies are those companies in which the parent company holds directly or indirectlymore than 50% of the equity share capital and has the power to exercise control over the financialand operating policies so as to attain benefit from their activities.

Dividend income from subsidiary companies is included in the income statement of the Companywhen the right to receive the payment is established.

(d) Associated Company

Associated company is a company in which a long-term equity interest of between 20 and 50 percent is held and where the Group exercises significant influence through board representation.

41A n n u a l R e p o r t 2 0 0 2

2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.)

(d) Associated Company (Contd.)

Where appropriate, the Group’s share of results of associated company is included in the Groupincome statement and the Group’s share of post-acquisition retained profits and reserves are addedto the cost of investment in associated company in the Group balance sheet.

(e) Investments

Long-term investments are stated at cost unless in the opinion of the Directors there has been apermanent decline in value in which case, provision is made for the diminution in value.

Short-term quoted investments are stated at the lower of cost and net realisable value.

Income arising from investments is taken to the income statements as and when received.

(f) Property, Plant and Equipment

Property, plant and equipment are stated at cost or revaluation less accumulated depreciation andimpairment losses.

The Group and the Company applied certain transitional provisions in the standard with regards toProperty, Plant and Equipment, by virtue of which a reporting enterprise which does not adopt apolicy of revaluation is allowed to retain revalued amounts on the basis of their previous revaluations(subject to continuity in depreciation policy and the requirement to write an asset down to itsrecoverable amount).

No amortisation is provided for freehold land while leasehold land is amortised over the leaseperiod of between 15 and 80 years. All other assets are depreciated over their estimated useful livesby equal annual installments. The annual rates used are as follows:

Buildings 2%Plant and machinery 5% - 20%Office equipment and furniture and fittings 10% - 20%Motor vehicles 20%Renovation works 10% - 33 1/3%

(g) Inventories

Inventories are stated at lower of cost and net realisable value. Cost is arrived at using the weightedaverage method.

Cost includes the actual cost of materials and incidentals in bringing the stocks into store. In arrivingat net realisable value, due allowance is made for all obsolete and slow moving items.

(h) Receivables

Known bad debts are written off and provision is made for any debt considered to be doubtful ofcollection.

(i) Payables

Liabilities for trade and other amounts payable are carried at cost which is the fair value of theconsideration to be paid in the future for goods and services rendered, whether billed or not billedto the Group and to the Company.



(j) Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it isprobable that an outflow of resources embodying economic benefits will be required to settle theobligation and a reliable estimate can be made of the amount of the obligation.

(k) Shares Repurchased

The Company’s shares repurchased are accounted for using the treasury stock method and held astreasury shares. These shares are measured and carried at the cost of repurchase. These shares arenot revalued for subsequent changes in the fair value or market price. Where such shares arecancelled, their nominal values is eliminated, and the differences between their costs and nominalvalue are accounted for in the share premium account and retained profit, as appropriate.

(l) Retirement Benefits

Apart from contributions to the statutory Employees’ Provident Fund, the Company and certain ofits subsidiaries also provide the following additional retirement benefits to employees.

Executive, non-Executive and Unionised Staff

The Group operates an unfunded defined benefit scheme for eligible employees and provision ismade for all eligible employees based on rates set out in the union agreement for unionised staff orthe Group’s retirement benefit scheme for executives and non-executives.

(m) Deferred Taxation

Deferred taxation is provided using the liability method, on all material timing differences at balancesheet date between the tax bases of assets and liabilities and their carrying amounts for financialreporting purposes. Where such timing differences give rise to net deferred tax benefit, these timingdifferences are not accounted for.

(n) Income Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to theGroup or the Company and the revenue can be reliably measured.

The following specific recognition criteria is met before revenue is recognised.

Advertising revenue

Revenue is recognised when services are rendered.

Circulation revenue

Circulation revenue comprises sales of newspapers and magazines and is recognised when thenewspapers and magazines are despatched to customers for a consideration.

Dividends

Dividends from investments are recognised in the financial statements when the rights to receivepayment are established.

Interest income, rental income and management fees

Interest income, rental income and management fee income are recognised on the accrual basis.

Notes To The Financial Statements (Continued)

43A n n u a l R e p o r t 2 0 0 2


(o) Foreign Currency Conversion

Transactions in foreign currencies are recorded in Ringgit Malaysia at the approximate rates ofexchange ruling at the date of transactions or at contracted rates where applicable. Foreign currencyassets and liabilities are translated at the exchange rates ruling at the balance sheet date. All gainsand losses are included in the income statement.

The closing rates are as follows:-

Foreign currency

1 US Dollar 3.8 3.81 Singapore Dollar 2.17 2.11

(p) Cash and Cash Equivalents

Cash and cash equivalents comprise cash and bank balances, fixed deposits and short-term highlyliquid investments with maturity of three months or less from the date of acquisition and are readilyconvertible into cash with insignificant risk of changes in value, net of outstanding bank overdrafts.

2002 2001

RM RM


3. PROPERTY, PLANT AND EQUIPMENT

GROUP

NET BOOK VALUE

At 1 July 19,520 831 1,468 21,664Additions - - - -Disposals/write off - - - -Depreciation - ( 104 ) ( 35 ) ( 634 )

At 30 June 19,520 727 1,433 21,030

COMPANY

NET BOOK VALUE

At 1 July 3,630 2,174Additions - -Disposals - -Depreciation - ( 51 )

At 30 June 3,630 2,123

SHORT-TERM LONG-TERM

FREEHOLD LEASEHOLD LEASEHOLD

LAND LAND LAND BUILDINGS

RM’000 RM’000 RM’000 RM’000

During the financial year, the Group acquired property, plant and equipment with an aggregate cost ofRM17,634,635 (2001: RM14,095,540). Cash payments of RM17,634,635 (2001: RM14,095,540) were madein the purchase of property, plant and equipment.

FREEHOLD

LAND BUILDINGS

RM’000 RM’000

During the financial year, the Company acquired property, plant and equipment with an aggregate costof RM385,440 (2001: RM210,712). Cash payments of RM385,440 (2001: RM210,712) were made in thepurchase of property, plant and equipment.


45A n n u a l R e p o r t 2 0 0 2

43,937 698 4,710 6,361 269 99,458 96,58914,932 362 738 1,472 130 17,634 14,095

( 12,049 ) ( 269 ) ( 118 ) ( 17 ) - ( 12,453 ) ( 340 )( 5,610 ) ( 183 ) ( 1,200 ) ( 1,489 ) ( 56 ) ( 9,311 ) ( 10,886 )

41,210 608 4,130 6,327 343 95,328 99,458

194 311 83 - 6,392 6,373301 28 22 34 385 211

( 153 ) ( 20 ) - - ( 173 ) ( 36 )( 86 ) ( 9 ) ( 19 ) ( 3 ) ( 168 ) ( 156 )

256 310 86 31 6,436 6,392

PLANT

AND MOTOR FURNITURE OFFICE RENOVATION TOTAL

MACHINERY VEHICLES AND FITTINGS EQUIPMENT WORKS 2002 2001

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

MOTOR FURNITURE OFFICE TOTAL

VEHICLES AND FITTINGS EQUIPMENT RENOVATION 2002 2001

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000


3 PROPERTY, PLANT AND EQUIPMENT (CONTD.)

Analysis of Cost and Accumulated Depreciation:

GROUP - 2002

Freehold land 19,520 - 19,520

Short-term leasehold land 1,311 ( 584 ) 727

Long-term leasehold land 1,748 ( 315 ) 1,433

Buildings 26,414 ( 5,384 ) 21,030

Plant and machinery 98,455 ( 57,245 ) 41,210

Motor vehicles 1,514 ( 906 ) 608

Furniture and fittings 24,479 ( 20,349 ) 4,130

Office equipment 14,432 ( 8,105 ) 6,327

Renovation works 453 ( 110 ) 343

188,326 ( 92,998 ) 95,328

GROUP - 2001

Freehold land 19,520 - 19,520Short-term leasehold land 1,311 ( 480 ) 831Long-term leasehold land 1,748 ( 280 ) 1,468Buildings 26,414 ( 4,750 ) 21,664Plant and machinery 97,837 ( 53,900 ) 43,937Motor vehicles 1,933 ( 1,235 ) 698Furniture and fittings 24,045 ( 19,335 ) 4,710Office equipment 13,046 ( 6,685 ) 6,361Renovation works 323 ( 54 ) 269

186,177 ( 86,719 ) 99,458

COMPANY - 2002

Freehold land 3,630 - 3,630

Buildings 2,590 ( 467 ) 2,123

Motor vehicles 376 ( 120 ) 256

Furniture and fittings 363 ( 53 ) 310

Office equipment 183 ( 97 ) 86

Renovation 34 ( 3 ) 31

7,176 ( 740 ) 6,436

COMPANY - 2001

Freehold land 3,630 - 3,630Buildings 2,590 ( 416 ) 2,174Motor vehicles 408 ( 214 ) 194Furniture and fittings 355 ( 44 ) 311Office equipment 161 ( 78 ) 83

7,144 ( 752 ) 6,392

COST/ ACCUMULATED NET BOOK

VALUATION DEPRECIATION VALUE

RM’000 RM’000 RM’000


47A n n u a l R e p o r t 2 0 0 2

COST VALUATION TOTAL

RM’000 RM’000 RM’000


Analysis of Cost and Valuation:

GROUP - 2002

Freehold land - 19,520 19,520

Short-term leasehold land - 1,311 1,311

Long-term leasehold land - 1,748 1,748

Buildings 19,524 6,890 26,414

Plant and machinery 98,455 - 98,455

Motor vehicles 1,514 - 1,514

Furniture and fittings 24,479 - 24,479

Office equipment 14,432 - 14,432

Renovation works 453 - 453

158,857 29,469 188,326

GROUP - 2001

Freehold land - 19,520 19,520Short-term leasehold land - 1,311 1,311Long-term leasehold land - 1,748 1,748Buildings 19,524 6,890 26,414Plant and machinery 97,837 - 97,837Motor vehicles 1,933 - 1,933Furniture and fittings 24,045 - 24,045Office equipment 13,046 - 13,046Renovation works 323 - 323

156,708 29,469 186,177

COMPANY - 2002

Freehold land - 3,630 3,630

Buildings - 2,590 2,590

Motor vehicles 376 - 376

Furniture and fittings 363 - 363

Office equipment 183 - 183

Renovation 34 - 34

956 6,220 7,176

COMPANY - 2001

Freehold land - 3,630 3,630Buildings - 2,590 2,590Motor vehicles 408 - 408Furniture and fittings 355 - 355Office equipment 161 - 161

924 6,220 7,144


2002 2001

RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000


Under the historical cost convention, the net book values of land and buildings at valuation would be asfollows:

GROUP

Freehold land 13,050 13,050

Short-term leasehold land 692 788

Long-term leasehold land 78 80

Buildings 5,423 5,640

COMPANY

Freehold land 2,048 2,048

Buildings 2,300 2,356

The short-term leasehold land refer to leases expiring in 2008, 2039 and 2055.

The land and buildings were revalued by the Directors in 1998 based on independent professionalvaluations on an open market for existing use basis.

As allowed by the transitional provisions of the standard with regards to Property, Plant and Equipment,these assets are stated on the basis of their 1998 valuations.

The rights over a piece of the Group’s long-term leasehold land stated at valuation of RM1,748,000 is byway of a Deed of Assignment from the previous owner.

4 LONG-TERM INVESTMENTS

Quoted shares in Malaysia 19,219 25,247 15,977 19,787Provision for diminution in value ( 4,436 ) - ( 4,436 ) -

14,783 25,247 11,541 19,787

Market value at 30 June 13,627 17,384 8,980 13,167

The Directors regard the diminution in value of quoted investments of the Company amounting toapproximately RM2,560,538 in the current financial year is temporary in nature as the investee’s nettangible assets exceeds the current carrying value of the investment.


49A n n u a l R e p o r t 2 0 0 2

COMPANY

2002 2001

RM’000 RM’000

EFFECTIVE

NAME OF COUNTRY OF INTEREST

COMPANY INCORPORATION 2002 2001 PRINCIPAL ACTIVITIES

% %

5 SUBSIDIARY COMPANIES

Unquoted shares:At valuation 75,558 75,558At cost 4,405 4,405

79,963 79,963Provision for diminution in value ( 1,952 ) ( 875 )

78,011 79,088

The principal subsidiaries of the Group are:

Nanyang Siang Pau Malaysia 100 100 Publication of newspapers andSdn. Bhd. magazines

The China Press Malaysia 99.7 99.7 Publication of a dailyBerhad and its newspaper and provision ofsubsidiary: printing services

- Evening Express Malaysia 99.7 99.7 Non-operatingSdn. Bhd.

Life Publishers Malaysia 100 100 Publication of newspapers andBerhad and its magazinessubsidiaries:

- Lifepap Sdn. Malaysia 100 100 Non-operatingBhd.

- Percetakan Malaysia 100 100 In voluntary liquidationAbadi Sdn. Bhd.

- The Voice Malaysia 100 100 In voluntary liquidationPublicationSdn. Bhd.

- P&M Marketing Malaysia - 100 LiquidatedSdn. Berhad


EFFECTIVE



% %

5 SUBSIDIARY COMPANIES (CONTD.)

The principal subsidiaries of the Group are: (Contd.)

Nanyang Online Malaysia 75 75 Provision of internet relatedSdn. Bhd. and electronic commerce

services

CittaBella (Malaysia) Malaysia 51 51 Publication of magazinesSdn. Bhd.

Nanyang (BVI) British Virgin 100 100 Investment and trading inLtd. Islands securities

Nanyang Promotion Malaysia 100 100 Non-operatingNetwork Sdn. Bhd.

Nanyang Gallery of Malaysia 100 100 Non-operatingArt Sdn. Bhd.

Nanyang.com Sdn. Malaysia 100 100 Non-operatingBhd.

Capital Foremost Malaysia 100 100 Non-operatingSdn. Bhd.

The financial statements of Nanyang (BVI) Ltd. are not audited by the Company’s auditors, Ernst &Young or its member firms.

6 ASSOCIATED COMPANY

Details of the associated company are:

Channel K TV Singapore 18.38 18.38 In voluntary liquidationPte. Ltd.

At an Extraordinary General Meeting held on 23 May 1997, the shareholders of Channel K TV Pte. Ltd.approved the voluntary winding up of the company. Full provision for the cost of the Group’s andCompany’s investment of RM10,206,000 in the unquoted shares of Channel K TV Pte. Ltd. has beenmade in the financial statements.

EFFECTIVE



% %


51A n n u a l R e p o r t 2 0 0 2

GROUP

2002 2001

RM’000 RM’000

GROUP

2002 2001

RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

7 INVENTORIES

At cost:

Newsprints 49,216 34,908Others 210 217

49,426 35,125Net realisable value

Consumables 1,584 2,028

51,010 37,153

8 TRADE RECEIVABLES

Amounts receivable 65,854 61,032Provision for doubtful debts ( 12,539 ) ( 11,529 )

53,315 49,503

9 OTHER RECEIVABLES

Consideration due from thepurchaser of a subsidiary company 4,380 4,880 4,380 4,880

Amount owing by director/shareholderof a former subsidiary 1,095 1,095 1,095 1,095

Amount owing by a former subsidiary 10,150 10,050 10,150 10,050Deposit for the purchase

of a subsidiary company - 450 - 450Prepayment and deposits 2,285 3,225 66 42Other receivables 1,208 2,009 34 352

19,118 21,709 15,725 16,869

The Directors have given due consideration to all available information in assessing the recovery of theabove amounts and are of the opinion that no provision for irrecoverable amount is necessary.


GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

10 SUBSIDIARY COMPANIES

The amounts due to and from subsidiary companies are non-trade in nature, unsecured, bear interestat rates ranging between 4.38% and 6.33% (2001: 4.22% and 7.29%) per annum and have no fixedrepayment term.

11 DEPOSITS, CASH AND BANK BALANCES

Cash and bank balances 16,098 8,582 407 669

Monies held in trust

Deposits with licensed banks 1,522 1,752 - -Cash and bank balances 343 436 - -

1,865 2,188 - -

Total 17,963 10,770 407 669

Monies held in trust are donations received from the general public for charitable purposes. Thesemonies are kept in separate bank accounts.

12 OTHER PAYABLES

Accruals 15,840 12,983 716 814Deposits by agents 3,237 3,301 - -Donation received 1,865 2,188 - -Employees’ retirement benefits

(Note 17) 275 763 - -Others 2,166 2,366 21 49

23,383 21,601 737 863


53A n n u a l R e p o r t 2 0 0 2

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

13 SHORT-TERM BANK BORROWINGS

Bankers’ acceptances 55,258 68,060 - -Revolving credits 24,200 14,000 19,200 10,000

79,458 82,060 19,200 10,000Short-term loan - 5,800 - -Current portion of long-term loan

(Note 18) 1,250 12,500 - 12,500

80,708 100,360 19,200 22,500

The bankers’ acceptances are unsecured, bear interest at rates ranging from 0.5% to 1.25% (2001: 0.5%to 0.75%) above the banks’ annual cost of funds.

The revolving credits are unsecured, bear interest at rates of 1.25% (2001: 1.25%) above the KLIBOR.

14 SHARE CAPITAL

Authorised:

Ordinary shares of RM1 each 100,000 100,000 100,000 100,000

Issued and fully paid:

Ordinary shares of RM1 each 61,911 61,355 61,911 61,355

During the financial year, the issued and paid-up share capital of the Company was increased fromRM61,355,070 to RM61,910,670 by the issue of 555,600 new ordinary shares of RM1 each at an optionprice RM5.16 per ordinary share pursuant to the ESOS of the Company. The new shares issued rankpari passu with the existing shares of the Company.

The issued and paid-up ordinary share at balance sheet date included 3,359,000 shares held as treasuryshares by the Company. As at 30 June 2002, the number of outstanding shares in issue and fully paid upafter the set off of treasury shares is 58,551,670 (2001: 57,996,070) ordinary shares of RM1 each.


GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP/COMPANY

NUMBER OF

SHARES AMOUNT

(’000) RM’000

15 RESERVES

Non-Distributable

Share premium 3,869 1,558 3,869 1,558Revaluation reserve 6,177 6,177 6,090 6,090Merger reserve 2,770 2,770 - -

12,816 10,505 9,959 7,648Distributable

Retained profit 57,980 37,819 31,281 19,421

Total reserves 70,796 48,324 41,240 27,069

The revaluation reserve of the Group represents the net surplus arising from revaluation of land andbuildings.

The revaluation reserve of the Company represents net surplus arising from the revaluation ofinvestments in certain subsidiary companies and land and buildings.

Subject to the agreement of the Inland Revenue Board, the Company has sufficient balance in its taxexempt income account and tax credits under Section 108 of the Income Tax Act, 1967 to frank thepayment of dividends out of its distributable reserve up to RM14,176,037 after taking into account thecarrying amount of the treasury shares held by the Company without having to incur additional taxliability.

16 TREASURY SHARES

The shareholders of the Company, by an ordinary resolution passed on 27 October 1999, approved theCompany’s plan to repurchase its own shares. The Directors of the Company are committed to enhancethe value of the Company to its shareholders and believe that the buy back plan can be applied in thebest interest of the Company and its shareholders.

The share repurchased was financed by internal funds. The shares repurchased are being held as treasuryshares in accordance with the provisions of Section 67A of the Companies Act, 1965.

At 30 June 2001 / 2002 3,359 20,974


55A n n u a l R e p o r t 2 0 0 2

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP

2002 2001

RM’000 RM’000

17 EMPLOYEES’ RETIREMENT BENEFITS

At 1 July 4,277 4,399 32 30Provision for the financial year 98 286 28 24Contribution to retirement benefits fund - ( 352 ) - -Payment during the financial year ( 109 ) ( 56 ) - ( 22 )

At 30 June 4,266 4,277 60 32

Due within 12 months (Note 12) 275 763 - -Due after 12 months 3,991 3,514 60 32

4,266 4,277 60 32

Ageing analysis:

- Amounts due within 1 financial year 275 763 - -- Amounts due between 1 and 5

financial years 593 323 - -- Amounts due after 5 financial years 3,398 3,191 60 32

4,266 4,277 60 32

18 TERM LOAN

Repayable within 1 financial year (Note 13) 1,250 12,500Repayable after 1 financial year 8,750 -

10,000 12,500

Ageing analysis:

- Amount due within 1 financial year 1,250 12,500- Amount due between 1 and 5 financial years 8,750 -

10,000 -

The term loan bears interest at a rate of 5.7% per annum and is secured by a negative pledge on theproperties and assets movable or immovable of a subsidiary company. The loan is repayable by 8equal instalments with effect from 17 June 2003.


GROUP

2002 2001

RM’000 RM’000

GROUP

2002 2001

RM’000 RM’000

19 DEFERRED TAXATION

At 1 July 7,235 10,485Transferred from/(to) income statements (Note 24) 116 ( 3,250 )

At 30 June 7,351 7,235

The deferred taxation is in respect of capital allowances claimed in excess of depreciation.

The deferred tax effects of revalued property, plant and equipment are not disclosed because the Groupand Company has no intention to dispose of these assets in the foreseeable future. Timing differenceon deferred tax liability not accounted for at the year end amounted to RM309,000 (2001: RM309,000)and RM68,000 (2001: RM68,000).

The tax effects of timing differences of certain subsidiaries of the Group which give rise to deferred taxassets and are therefore not accounted for are as follows:

Depreciation in excess of capital allowance claimed 273 295Employee retirement benefits provision ( 517 ) ( 486 )Unabsorbed tax losses ( 1,204 ) ( 951 )Unabsorbed capital allowances ( 157 ) ( 113 )Others ( 484 ) ( 370 )

( 2,089 ) ( 1,625 )

20 REVENUE

Group

Revenue of the Group comprises advertising and circulation revenue, dividend income from investments,income from sale of short-term investments, and the invoiced value of internet related and electroniccommerce services rendered. Returns and intra-group sales are excluded from revenue.

Company

Revenue of the Company comprises dividends from investment in subsidiaries and other investments,interest income, rental income and management fees.

Analysis of revenue is as follows:

Advertising and circulation revenue 273,962 281,573 - -Interest income 618 4,203 682 4,077Dividend income from:- unquoted shares in subsidiary - - 19,318 54,452- shares quoted in Malaysia 75 494 - 357Rental income - - 874 874Management services - - 298 285Internet related and eletronic

commerce services 3,152 412 - -

277,807 286,682 21,172 60,045

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000


57A n n u a l R e p o r t 2 0 0 2

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

21 OTHER OPERATING INCOME

Interest income 23 1,410 - -Rental income 72 49 - -Gain on disposal of

property, plant and equipment 516 93 56 -Gain on disposal of investment 3,831 - 2,952 -Sundry income 440 500 - -

4,882 2,052 3,008 -

22 OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

This is arrived at after charging:

Auditors’ remuneration 124 112 25 20Provision for doubtful debts 3,485 3,000 - -Depreciation 9,311 10,886 168 156Interest on:- term loan 363 1,938 235 1,938- bank overdraft 19 - - -- short-term borrowings 3,518 3,746 1,073 1,853- finance leases - 1 - -- loan from subsidiary companies - - 1,212 1,705Provision for employees’

retirement benefits 98 286 28 24Rent of land and building 1,468 881 70 71Rent of plant and machinery 56 14 - -Loss on disposal of

property, plant and equipment - 75 - 36

And crediting:

Gain on disposal ofproperty, plant and equipment 516 93 56 -

Bad debts recovered - 2 - -Gain on foreign exchange 42 7 - -

Employee InformationStaff costs (excluding Directors) 56,170 55,233 1,449 1,299

Number of employees (excludingDirectors) at 30 June 1,700 1,696 11 13


GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

23 EXCEPTIONAL ITEMS

Exceptional items comprisethe following:

Goodwill on consolidation:- amortisation for the financial year - 47 - -- write off during the financial year - 857 - -Provision for diminution in value:- long term investments 4,436 - 4,436 -- subsidiary companies - - 1,077 -Employee termination benefits:- directors - 1,380 - 1,000- others - 1,003 - -

4,436 3,287 5,513 1,000

24 TAXATION

Taxation based on theresults for the financial year

Malaysian income tax 4,491 3,000 2,820 11,228Transfer to/(from) deferred

taxation (Note 19) 116 ( 3,250 ) - -

4,607 ( 250 ) 2,820 11,228Taxation (over)/underprovided in

respect of prior financial years ( 1,975 ) 1,392 ( 2,033 ) -

2,632 1,142 787 11,228


59A n n u a l R e p o r t 2 0 0 2

GROUP COMPANY

2002 2001 2002 2001

% % % %

24 TAXATION (CONTD.)

The numerical reconciliation between the average effective tax rate and the applicable tax rates are asfollows:

Applicable tax rate 28 28 28 28

Tax effects of expenses that are notdeductible for tax purposes:

- provision for diminution of valuein investments 5 - 9 -

- provision for diminution of valuein investment in subsidiaries - - 3 -

- depreciation 11 ( 185 ) - -- provision for doubtful debts 1 6 - -- sales promotional and entertainment 1 ( 10 ) - -- provision for bonus - ( 16 ) - -- provision for legal fees - ( 21 ) - -- provision for employees’

retirement benefits - 3 - -- goodwill on consolidation written off - ( 16 ) - -

Tax effects of income that are nottaxable for tax purposes:

- tax exempt dividend - 73 ( 13 ) ( 6 )- gain on disposal of investment ( 3 ) 12 ( 6 ) -- unabsorbed tax lossess - 2 - -

Tax effect of expenses that are deductiblefor tax purposes:

- capital allowances ( 13 ) - - -- reinvestment allowances ( 11 ) - - -

19 ( 124 ) 21 22

Transfer to deferred taxation benefit - ( 57 ) - -Deferred tax expense relating to the origination

and reversal of timing differences - 195 - -

19 14 21 22

Over provision in prior financial years ( 8 ) ( 84 ) ( 15 ) -

Effective tax rate 11 ( 70 ) 6 22



GROUP

2002 2001

RM’000 RM’000

24 TAXATION (CONTD.)

The effective tax rate of the Company for the current and previous financial year is lower than thestatutory rate due to certain income which are not taxable for taxation purposes.

The effective tax rate of the Group for the current financial year is lower than the statutory rate due tothe utilisation of reinvestment allowances resulting in tax savings of approximately RM2,509,000.

The taxation charge for the Group in respect of the previous financial year was due to the absence ofgroup relief for losses of certain subsidiary undertakings.

25 EARNINGS/(LOSS) PER SHARE

The basic and diluted earnings per share are calculated as follows:

Basic Earnings Per Share

Profit/(loss) for the financial year 21,215 ( 2,331 )

Weighted average number ofshares outstanding (‘000) 58,492 59,215

Basic earnings/(loss) per share (sen) 36.3 ( 3.9 )

Fully Diluted Earnings Per Share

Profit/(loss) for the financial year 21,215 ( 2,331 )

Weighted average number ofshares outstanding (‘000) 58,492 59,215- Number of shares under option - *- Number of shares that would

have been issued at fair value - *

Number of shares used in the calculationof diluted earnings/(loss) per share 58,492 59,215

Diluted earnings/(loss) per share (sen) 36.3 ( 3.9 )

* These adjustments are not taken into account as they are anti-dilutive.

61A n n u a l R e p o r t 2 0 0 2

GROUP/COMPANY

2002 2001

DIVIDEND AMOUNT OF DIVIDEND AMOUNT OF

PER SHARE DIVIDEND PER SHARE DIVIDEND

NET OF TAX NET OF TAX NET OF TAX NET OF TAX

SEN RM’000 SEN RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

26 DIVIDENDS

In respect of financial year ended30 June 2000- final dividend

8% less tax - - 5.8 3,4365% tax exempt - - 5.0 2,983

In respect of financial year ended30 June 2001- interim dividend of

6% less tax - - 4.3 2,573- special dividend of

103.27% less tax - - 74.4 43,122In respect of financial year ended

30 June 2002- interim dividend of

2.5% less tax 1.8 1,054 - -

1.8 1,054 89.5 52,114

27 PRIOR YEAR ADJUSTMENT

During the financial year, the Group complied with MASB 19 - Events after the Balance Sheet Date, theCompany discontinued the recognition of dividend declared or proposed after the balance sheet dateas a liability. This change in accounting policy has been applied retrospectively with the resultingadjustment reported as an adjustment to the opening balance of retained earnings. Comparativeinformation has been restated accordingly. This change in accounting policy has no effect on the incomestatements of current and previous financial years.

28 CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR

Cash and cash equivalents included in the cash flow statement comprises the following balance sheetamounts:

Short-term deposits 1,522 1,752 - -Cash and bank balances 16,441 9,018 407 669Bank overdraft - - - -

17,963 10,770 407 669Less: Monies from donation

Short-term deposits ( 1,522 ) ( 1,752 ) - -Cash and bank balances ( 343 ) ( 436 ) - -

( 1,865 ) ( 2,188 ) - -

16,098 8,582 407 669



GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

29 HOLDING COMPANY

The immediate holding company is Huaren Management Sdn. Bhd. (HMSB) and the ultimate holdingcompany is Huaren Holdings Sdn. Bhd. Both companies are incorporated in Malaysia. As at 30 June2002, HMSB has a 68.8% (2001: 72.3%) equity interest in the Company.

Subsequent to the financial year end, Huaren Management Sdn. Bhd. and Huaren Holdings Sdn. Bhd.ceased to be the immediate holding company and ultimate holding company respectively.

30 SIGNIFICANT RELATED PARTY TRANSACTIONS

There are no transactions with companies in the Huaren Holdings Sdn. Bhd. Group during the financialyear.

Intra Group Transactions

Transactions with companies in the Nanyang Press Holdings Berhad Group during the financial yearare as follows:

Interest payable tosubsidiary companies - - 1,212 1,705

Interest income fromsubsidiary companies - - ( 64 ) ( 22 )

Rental income from asubsidiary company - - ( 874 ) ( 874 )

Rent payable to asubsidiary company - - 70 71

Management services incomefrom subsidiary companies - - ( 298 ) ( 285 )

Gross dividends fromsubsidiary companies - - ( 19,318 ) ( 54,452 )

Directors’ emoluments- In respect of Company’s directors 947 1,164 947 995- In respect of subsidiary companies’

directors’ 394 23 - -Monetary value of benefits given to:

- Directors of the Company 15 9 15 9- Directors of subsidiary companies 5 - - -

The Directors of the Company are of the opinion that the above transactions were made in the normalcourse of business and at terms mutually agreed between the companies.

31 CONTINGENT LIABILITIES

There are several libel suits which involve claims against companies in the Group. The outcome andcompensation of these suits, if any, is currently indeterminable. Other contingent liabilities not disclosedelsewhere in the financial statements are as follows:

Unsecured guarantees given to banksfor banking facilities extended to asubsidiary company - - - 41

63A n n u a l R e p o r t 2 0 0 2

GROUP COMPANY

2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

32 COMMITMENTS

Authorised but not contracted for 20,553 21,922 14,340 15,232Authorised and contracted for 203 - - -

20,756 21,922 14,340 15,232

33 SEGMENTAL REPORTING

Segmental reporting is not presented as the activities of the Group are principally the publication andselling of newspapers and magazines in Malaysia.

34 EVENTS SUBSEQUENT TO BALANCE SHEET DATE

(a) Change in Shareholding of Nanyang Press Holdings Berhad (“NPHB”)

On 18 July 2002, Huaren Management Sdn Bhd (“HMSB”) entered into an agreement with PBSecurities Sdn Bhd as an agent to place out a total of 14,735,000 NPHB shares. This transaction is inline with HMSB’s intention of reducing its stake in NPHB. After the said placement, HMSB’sshareholding in NPHB has been reduced to 27,859,177 shares (45%).

(b) Acquisition of 25% Equity Interest of Nanyang Online Sdn Bhd

On 16 August 2002, the Group acquired from GuoNet Limited all its 25% equity shares in NanyangOnline Sdn Bhd, consisting 625,000 ordinary shares of RM1.00 each for a total consideration ofRM120,000. Following the acquisition, Nanyang Online Sdn Bhd has become a wholly-ownedsubsidiary company of the Group.

(c) Acquisition of Land and Building

On 1 August 2002, NPHB entered into a Settlement Agreement with Kum-Vivar Printing Sdn Bhd(“KVP”) to settle the debt owing to NPHB amounting to RM10 million, whereby NPHB will acquirea piece of land in Rawang Industrial Park, measuring approximately 132,000 square feet togetherwith a 4 storey building and a single storey factory erected thereon for a total consideration ofRM14.2 million. The balance of RM4.2 million shall be settled by NPHB once the rights title interestand benefits have been transferred to NPHB.

35 COMPARATIVE FIGURES

As indicated in Note 27, comparative figures have been restated due to the adoption of MASB 19 Eventsafter Balance Sheet Date. In this respect, retained earnings as at 1 July 2000 have increased byRM6,428,892 with a corresponding decrease in proposed dividend.


We have audited the financial statements set out on pages 33 to 63. These financial statements are theresponsibility of the Company’s directors. Our responsibility is to express an opinion on these financialstatements based on our audit.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by the directors, as well as evaluating the overallpresentation of the financial statements. We believe that our audit provides a reasonable basis for ouropinion.

In our opinion:

(a) the financial statements have been properly drawn up in accordance with the provisions of the CompaniesAct, 1965 and applicable Approved Accounting Standards in Malaysia so as to give a true and fair viewof:

(i) the financial position of the Group and of the Company as at 30 June 2002 and of the results andthe cash flows of the Group and of the Company for the financial year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financialstatements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company andby its subsidiaries of which we have acted as auditors have been properly kept in accordance with theprovisions of the Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of whichwe have not acted as auditors, as indicated in Note 5 to the financial statements, being financial statementsthat have been included in the consolidated financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of the preparationof the consolidated financial statements and we have received satisfactory information and explanationsrequired by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualificationmaterial to the consolidated financial statements and did not include any comment required to be madeunder Section 174(3) of the Act.

ERNST & YOUNG

AF: 0039

Chartered Accountants

Ong Seng Pheow

1021/03/03(J/PH)

Partner


Report Of The AuditorsTO THE MEMBERS OF NANYANG PRESS HOLDINGS BERHAD (Incorporated in Malaysia)

65A n n u a l R e p o r t 2 0 0 2

Properties And Long-Term Leases Held By The Group AS AT 30 JUNE 2002

Freehold 80, Jalan Riong Land & Building 42,716 27 4,96659100 Kuala Lumpur (3 storey office

block, 3 levelfactory and officeannexe)

Freehold Lot 4173, Land & Building 21,660 11 787Mukim Tebrau (1 storey factory3, Jalan Riang 22/1 with 2 storeyTaman Gembira office block)Tampoi81200 Johor BahruJohor Darul Takzim

Freehold 1, Jalan SS7/2 Land & Building 269,907 8.5 30,44047301 Petaling Jaya (3 storey officeSelangor Darul Ehsan block and single

storey factoryannexe)

Freehold 24, 24A, 24B Land & Building 4,164 27 574Weld Quay (Double storey10300 Pulau Pinang shophouse)

Freehold 224-226 Land & Building 3,474 27 1,024Jalan Sultan Iskandar (5 storey office30000 Ipoh building)Perak Darul Ridzuan

Freehold 7, 7A-B Land & Building 1,783 25 579Jalan Maju (3 storeyTaman Maju Jaya shophouse)80400 Johor BahruJohor Darul Takzim

Freehold 6, Jalan Liku Land & Building 8,099 14 933Off Jalan Bangsar (1 1/2 storey59100 Kuala Lumpur factory)

APPROXIMATE

APPROXIMATE AGE OF NET BOOK

TENURE FULL ADDRESS DESCRIPTION LAND AREA BUILDING VALUE

(SQ. FT.) (YEARS) (RM’000)

List Of Properties


Properties And Long-Term Leases Held By The Group AS AT 30 JUNE 2002 (Contd.)

Leasehold 40, Jalan Lima Land & Building 10,968 34 45342 years Off Jalan Chan Sow Lin (4 storey officeexpiring 55200 Kuala Lumpur building)on 2008

Leasehold 11, Persiaran Sri Rapat Land & Building 23,574 19 38360 years Off Jalan Lapangan (1 storey factory )expiring Terbang, Ipohon 2039 Perak Darul Ridzuan

Leasehold 31, Jalan Lima Land & Building 49,048 32 99042 years Off Jalan Chan Sow Lin (2 storey officeexpiring 55200 Kuala Lumpur building with aon 2008 single storey

factory annexe)

99 years 57-F, Jalan Tun Ali Land & Building 39,262 27 1,226lease 75300 Melaka (Single storeyexpiring office/storageon 2055 block)

Leasehold 59-1-2, Jalan TMR 2 Land & Building 1,388 6 35599 years Taman Melaka Raya (3 storeyexpiring 75000 Melaka Shophouse)on 2094

APPROXIMATE

APPROXIMATE AGE OF NET BOOK

TENURE FULL ADDRESS DESCRIPTION LAND AREA BUILDING VALUE

(SQ. FT.) (YEARS) (RM’000)

67A n n u a l R e p o r t 2 0 0 2

Analysis Of ShareholdingsAS AT 30 SEPTEMBER 2002

Less than 1,000 82 8.31 26,842 0.041,000 - 10,000 851 86.31 1,809,773 2.9210,001 - 100,000 36 3.65 1,023,442 1.65100,001 to less than 5% of issued shares 13 1.32 13,097,436 21.165% and above of issued shares 4 0.41 45,953,177 74.23

Total 986 100.00 61,910,670 100.00

NO. OF NO. OF

SIZE OF SHAREHOLDINGS HOLDERS % SHARES %

List of Thirty Largest Shareholders As at 30 September 2002

1. Public Nominees (Tempatan) Sdn Bhd- A/C For Huaren Management Sdn Bhd (PBL) 27,859,177 45.00

2. Cartaban Nominees (Asing) Sdn Bhd 9,735,000 15.72- For New Paragon Limited

3. Citicorp Nominees (Asing) Sdn Bhd 5,000,000 8.08- A/C For New Paragon Limited

4. Kurnia Insurans (Malaysia) Berhad 2,927,000 4.73

5. Cartaban Nominees (Asing) Sdn Bhd 2,700,000 4.36- A/C For Connaux Invest And Trade Ltd

6. Citicorp Nominees (Asing) Sdn Bhd 2,700,000 4.36- A/C For Aubenas Overseas Corp

7. HSBC Nominees (Asing) Sdn Bhd 2,511,636 4.06- A/C For Lancelot Assets Limited

8. Asia Selatan (M) Sdn Bhd 697,800 1.13

9. Sea Housing Corporation Sdn Bhd 366,000 0.59

10. Amanah Raya Berhad 283,000 0.46- Tabung Ittikal Arab-Malaysian

11. Koperasi Serbaguna Malaysia berhad 200,000 0.32

12. Pemandangan Sinar Sdn Bhd 188,000 0.30

13. Tiong Toh Siong Holdings Sdn Bhd 161,000 0.26

14. Malaysia National Insurance Berhad 149,000 0.24

15. Bee Garden Holdings Sdn Bhd 110,000 0.18

16. Lee Pek Jeng 104,000 0.17

NAME OF SHAREHOLDERS NO. OF SHARES %

Distribution Schedule of Shareholders As at 30 September 2002


17. LonPac Insurance Bhd 71,000 0.11

18. Liao Kuei Hsiang @ June Liao 60,000 0.10

19. Swee Aik Sdn Berhad 57,000 0.09

20. Universal Trustee (Malaysia) Berhad 52,000 0.08- Ronfield Limited

21. Low Chor Chor 50,000 0.08

22. AM Nominees (Tempatan) Sdn Bhd 49,000 0.08- Malaysia France Institute Sdn Bhd

23. Lim Shiu Ho 43,000 0.07

24. Menteri Kewangan Malaysia 41,662 0.07- Section 29 (SICDA)

25. Chip Hoe Enterprises Sdn Bhd 39,000 0.06

26. PPH Paper Products Holdings Sdn Bhd 36,000 0.06

27. RHB Capital Nominees (Tempatan) Sdn Bhd 35,339 0.06- A/C For Foo Wan Thot

28. Raza Sendirian Berhad 35,000 0.06

29. Low Tuck Choy 32,000 0.05

30. Low Wan Chin 30,000 0.05

56,322,614 90.98

Substantial Shareholders

According to the Register of Substantial Shareholders, the Subtantial Shareholders of the Company as at 30 September 2002 are as

follows:-

1. Public Nominees (Tempatan) Sdn Bhd 27,859,177 45.00- A/C For Huaren management Sdn Bhd (PBL)

2. Cartaban Nominees (Asing) Sdn Bhd 9,735,000 15.72- A/C For New Paragon Limited

3. Citicorp Nominees (Asing) Sdn Bhd 5,000,000 8.08- A/C For New paragon Limited

NAME OF SHAREHOLDERS NO. OF SHARES %

Analysis By Size Of Shareholdings (Continued)

69A n n u a l R e p o r t 2 0 0 2

Selangor

1. Head Office 1, Jln SS7/2 03-76508666 80, Jln Riong 03-22828208 2nd Floor, 1, Jln SS7/2 03-7620211847301 Petaling Jaya 03-78726888 59100 Kuala Lumpur 47301 Petaling Jaya

2. Klang 36, 1st Flr 03-33444543 38B, Lrg Tapah 03-33435977Jln Tiara 4 41400 Klang 03-33436049Bandar Baru Klang41150 Klang

3. Ampang 42A, Jln Wawasan 03-42954226Ampang 2/3Bandar Baru Ampang68000 Ampang

4. Kajang 7A, Tingkat 1, Jln 03-87332381 7A, Tingkat 1, Jln 03-87377033Tengah, Pekan Kajang Tengah, Pekan Kajang43000 Kajang 43000 Kajang

Negeri

Sembilan

5. Seremban 178, Tingkat 1 06-7627250/ 2D, 1st Flr 06-7626316Bgn Ko Chow NS 06-7621716 Jln TemiangJln Tuanku Munawir 70200 Seremban70200 Seremban

6. Bahau 135, Tingkat 1 06-4547417 135, Tingkat 1 06-4548135/Jln Lelayang Jln Lelayang 06-767588272100 Bahau 72100 Bahau

7. Lukut/ 33, 1st Floor 06-6515861 67 PT 5831 06-6515177Port Dickson Tmn Aman Rumah Kedai

Jln Besar Lukut Pasar Baru71010 Port Dickson 71010 Lukut

Port Dickson

8. Nilai PT 7419, Jln 1/2H, 06-7994255Pusat Bandar PutraBandar Baru Nilai71800 Nilai

Melaka

9. Melaka 57-F, Jln Tun Ali 06-2825605/ G Flr, Plaza Seri Kubu 06-2837923/75300 Melaka 06-2825610/ 14, Jln Chay Yan 06-2824717

06-2825613 75000 Melaka

10. Tampin 2262, Jln Besar 06-443358273000 TampinMelaka

Johor

11. Johor Bahru 7, Jln Maju 07-3332760/ 14A, Jln Maju 07-3314130 14-B, Jln Maju 07-3316150Tmn Maju Jaya 07-3324576 Tmn Maju Jaya Tmn Maju Jaya80250 Johor Bahru 80400 Johor Bahru 80400 Johor Bahru

12. Batu Pahat 83-5A, Jln Rugayah 07-4327431 83-5A, Jln Rugayah 07-432724283000 Batu Pahat 83000 Batu Pahat

13. Segamat 62, Tingkat 1 07-9314595 120, 1st Flr 07-9325682Jln Genuang Jln Sia Her Yam85000 Segamat 85000 Segamat

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-

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-

-

NANYANG SIANG PAU CHINA PRESS LIFE PUBLISHERS

STATE ADDRESS TEL NO. ADDRESS TEL NO. ADDRESS TEL NO.

List Of Branch Offices

-


List Of Branch Offices (Continued)

-

14. Kulai Suite 100, 1st Flr 07-6634079/ Room 100, 1-3 07-6636463Chevron Complex 07-6634080 Chevron ComplexJln Susur Kulai 1 Jln Susur Kulai 1Tmn Seraya Tmn Seraya81000 Kulai 81000 Kulai

15. Muar 123, 1st Flr 06-9510028/ 119-5, 1st Flr 07-9519122Jln Abdullah 06-9510029 Jln Meriam84000 Muar 84000 Muar

16. Kluang F12 07-7713777 F15 07-7711098/91, Jln Wayang Dewan 1, Jln WayangChong Hwa Chong Hwa86000 Kluang 86000 Kluang

17. Pontian 744, Tingkat 1 07-6874627Jln Taib82000 Pontian

18. Tampoi 4, Jln Riang 22/1 07-3355563Tmn Gembira81200 Tampoi

Perak

19. Ipoh 224-226 05-2541246/ 224-226, 2nd Flr 05-2541630/ 224-226, 2nd Flr 05-2557209Jln Sultan Iskandar 05-2541275 Jln Sultan Iskandar 05-2559800 Jln Sultan Iskandar30000 Ipoh 30000 Ipoh 30000 Ipoh

20. Taiping 35, Tingkat 1 05-8074782 35, Tingkat 1 05-8084824Jln Pasar Jln Pasar34000 Taiping 34000 Taiping

21. Teluk Intan 47, 1st Flr 05-6224059 47, 1st Floor 05-6224315Medan Mahkota Medan MahkotaJln Ah Cheong Jln Ah Cheong36000 Teluk Intan 36000 Teluk Intan

22. Kampar 174, Jln Gopeng 05-4652409 143A, Jln Gopeng 05-466956031900 Kampar 31900 Kampar

23. Sg. Siput 1st Flr, 9, Jln Besar 05-598413131100 Sg. Siput (U)

24. Bidor 21, Jln Persatuan 05-434540235500 Bidor

25. Setiawan 12A, Tingkat 1 05-6913308 12A, Tingkat 1 05-6929277Jln Omar Jln Raja OmarTmn Lekir Baru Tmn Lekir Baru32000 Setiawan 32000 Setiawan

26. Parit Buntar 23, Jln Taiping34200 Parit Buntar

Penang

27. Penang 24 & 24A-B 04-2612467/ 425, Tingkat 3 04-2627395 425, Tingkat 3 04-2611775Weld Quay 04-2615141 Leboh Pantai Leboh Pantai10300 Penang 10300 Penang 10300 Penang



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-

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-

-

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71A n n u a l R e p o r t 2 0 0 2



28. Butterworth 9, Jln Kampung 04-3327705/ 2nd Flr, 4474 Jln 04-3243985Benggali 04-3317402 Kampung Benggali13200 Butterworth 13200 Butterworth

29. Bkt 83, 1st Flr 04-5385040 26-1 04-5308197Mertajam Jln Asmara Lrg Usaha Niaga 3

14000 Bkt Mertajam Tmn Usaha Niaga14000 Bkt Mertajam

30. Sg. Jawi 1st Flr, 1308 Mukim 4 04-5828086Jln Besar, Sg. Bakap14200 Sg. Jawi, S P S

Kedah

31. Alor Setar 73-L 04-7312906 73-L, 1st Flr 04-7348481Seberang Jln Putra Seberang Jln Putra05150 Alor Setar 05150 Alor Setar

32. Sg. Petani Bgn KMCRC 04-4224441/2 129-B, Jln Masjid 1 04-42566531, Jln Petri Tmn Pekan Baru08000 Sg. Petani 08000 Sg. Petani

Pahang

33. Kuantan B-324, 1st Flr 09-5664404/ 145, Tingkat 1 09-5150279/Jln Beserah 09-5664417 Jln Bukit Ubi 09-515015025300 Kuantan 25200 Kuantan

34. Mentakab 24, 1st Flr, Jln Zabidin 09-2779063/4 24, 1st Flr, Jln Zabidin 09-277984828400 Mentakab 28400 Mentakab

35. Raub 37, Bandar Raub 09-3559416 7, 1st Flr 09-3558089Perdana Jln Dato Abdullah27600 Raub 27600 Raub

36. Bentong 83, Jln Loke Yew 09-2224429 83, Jln Loke Yew 09-222705128700 Bentong 28700 Bentong

Terengganu

37. Kuala 137-D, M Flr 09-6223157/ 137-D, M Flr 09-6230757Terengganu Jln Sultan 09-6233920 Jln Sultan

Zainal Abidin Zainal Abidin20000 K. Terengganu 20000 K. Terengganu

Kelantan

38. Kota Bharu 4210-F, 1st Flr 09-7441992/ Tingkat 1 09-7482563Jln Kebun Sultan 09-7444110 Rumah Kedai15350 Kota Bharu Buloh Kubu

385 S, Jln Pintu Pong15000 Kota Bharu

Sarawak

39. Kuching Lot 124, Lrg 5 082-349598Jln Datuk AbangAbdul Rahim93100 Kuching

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73A n n u a l R e p o r t 2 0 0 2

1. To receive and adopt the Directors’ Report andAudited Financial Statements.

2. To approve the payment of Directors’ fees

3. To re-elect the following as Directors pursuant to the Company’s Articlesof Association:

YBhg Datuk Henry Chin Poy-Wu (Article 90)

Dato’ Wong See Wah (Article 96)

Mr Yoong Yan Pin (Article 96)

Mr Mah Keng Hock (Article 96)

Mr Leong Chew Meng (Article 96)

Mr Lau Tiang Hua (Article 96)

4. To re-appoint YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin as Directorpursuant to Section 129(6) of the Companies Act, 1965

5. To re-appoint Messrs Ernst & Young as Auditors and to authorisethe Directors to fix their remuneration.

6. As special business, to approve the ordinary motion in respect of theauthority to Directors to issue shares pursuant to Section 132D of theCompanies Act, 1965.

I/We

of

being a member of NANYANG PRESS HOLDINGS BERHAD, hereby appoint

of

or failing him/her,

ofor failing him or her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at theForty-fifth Annual General Meeting of the Company to be held at No. 1, Jalan SS 7/2, 47301 Petaling Jaya,Selangor Darul Ehsan on Monday, 23 December 2002 at 10.00 a.m. and at any adjournment thereof.

My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:

Resolutions For Against

NOTES:

1. If you wish to appoint other person(s) to be your proxy, delete the words “the Chairman of the meeting” and insert the name(s) andaddress(es) of the person(s) desired in the space provided.

2. If there is no indication as to how you wish your vote(s) to be cast, the proxy will vote or abstain from voting at his/her discretion.3. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not

apply to the Company.4. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where two proxies are

appointed, the proportions of shareholdings to be represented by each proxy must be specified in order for the appointments to bevalid.

5. In the case where a member is a corporation, this Form of Proxy must be executed under its Common Seal or under the hand of itsAttorney.

6. All Forms of Proxy must be duly executed and deposited at the Registered Office of the Company at No. 1, Jalan SS 7/2, 47301Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting or adjourned meeting.

Dated this day of 2002

Signature of Member

Nanyang Press Holdings Berhad (3245-K)

NUMBER OF SHARES HELDForm Of Proxy

nanyang-annualreport 2002 (360kb)

Documents

annual report

statement of changes

chairmans statement

resolution n

financial statements

profile of directors

theprincipal activities

audit committee report