Killinghall (Malaysia) BHD.: (Incorporated in Malaysia) Company No.: 40622-U

KILLINGHALL (MALAYSIA) BHD.
(Incorporated in Malaysia) Company No.: 40622-U
C O N T E N T S
2............................................ NOTICE OF ANNUAL GENERAL MEETING
3................................. STATEMENT ACCOMPANYING NOTICE OF AGM
6..................................................................... CORPORATE INFORMATION
7..................................................... PROFILE OF BOARD OF DIRECTORS
10 ................................................................. AUDIT COMMITTEE REPORT
13 ........................................... CORPORATE GOVERNANCE STATEMENT
17 ...................................................................... CHAIRMAN’S STATEMENT
18 ............................................................................... DIRECTORS’ REPORT
21 ................................................................... REPORT OF THE AUDITORS
22 ............................................................................. INCOME STATEMENTS
23 ..................................................................................... BALANCE SHEETS
24 ................................................ STATEMENT OF CHANGES IN EQUITY
26 ...................................................................... CASH FLOW STATEMENTS
28 ........................................... NOTES TO THE FINANCIAL STATEMENTS
38 ................................................................... STATEMENT BY DIRECTORS
38 .... DECLARATION BY THE DIRECTOR PRIMARILY RESPONSIBLE

FOR THE FINANCIAL MANAGEMENT OF THE COMPANY
39 ........................................................... ANALYSIS OF SHAREHOLDINGS
42 .............................................................................. FIVE YEAR SUMMARY
44 ......................................................................... FINANCIAL HIGHLIGHTS
45 ........................................................................................... YEAR IN BRIEF
PROXY FORM
(Incorporated in Malaysia) Company No.: 40622-U 2 0 0 1 A N N U A L R E P O R T
2 NOTICE OF THE TWENTY FOURTH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Twenty Fourth Annual General Meeting of the Company will be held at Opal & Pearl Room, Ground
Floor, Mandarin Oriental Kuala Lumpur, Kuala Lumpur City Centre, 50088 Kuala Lumpur , on Wednesday 19 June 2002 at 4.00 p.m.
for the following purposes:
1. To receive and consider the Reports of Directors and Auditors and Accounts for the year ended
31 December 2001. (Resolution 1)
2. To approve directors’ remuneration. (Resolution 2)
3. To re-elect the following Directors who retire under Article 100 of the Company’s Articles of Association.
YBhg Dato’ Dr. Mohammad Abdus Salim bin S. Cassim (Resolution 3A)
YBhg Dato’ Tan Teong Hean (Resolution 3B)
4. To re-elect as director, YBhg Dato’ Dr. Yahya bin Ismail under Section 129(6) of the Companies Act, 1965 to
hold office until the conclusion of the next Annual General Meeting. (Resolution 4)
5. To appoint Auditors and to authorise the directors to fix their remuneration. (Resolution 5)
6. To transact any other ordinary business of the Company.
BY ORDER OF THE BOARD
SEOW FEI SAN

Secretary
MAICSA 7009732
Kuala Lumpur
28 May 2002
Notes: -
A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy
need not be a member of the Company but in accordance with Section 149 of the Companies Act, 1965 of Malaysia a member
shall not be entitled to appoint a person who is not a member of the Company as his proxy unless that person is a qualified legal
practitioner, an approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a
member appoints two or more proxies the appointment shall be invalid unless he specifies the proportions of his holding to be
represented by each proxy. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less
than 48 hours before the time set for holding the Meeting or any adjournment thereof.
2 0 0 1 A N N U A L R E P O R T (Incorporated in Malaysia) Company No.: 40622-U
STATEMENT ACCOMPANYING NOTICE OF AGM 3
DETAILS OF MEETING
The Twenty Fourth Annual General Meeting of the Company will be held at Opal & Pearl Room, Ground Floor, Mandarin Oriental Kuala
Lumpur, Kuala Lumpur City Centre, 50088 Kuala Lumpur, on Wednesday 19 June 2002 at 4.00 p.m.
RE-ELECTION OF DIRECTORS
Names of Individuals who are standing for re-election: -
1. Pursuant to Article 100 of the Articles of Association of the Company: -

i) YBhg Dato’ Dr. Mohammad Abdus Salim bin S. Cassim; and
ii) YBhg Dato’ Tan Teong Hean.
2. Pursuant to Section 129(6) of the Companies Act, 1965: -
i) YBhg Dato’ Dr. Yahya bin Ismail.
3. The Details of the three Directors seeking for re-election are set out below: -
i) YBHG. DATO’ DR. MOHAMMAD ABDUS SALIM BIN. S CASSIM, D.P.M.T., D.S.M. (CHAIRMAN)
Non-Independent Non-Executive Director
Doctor of Medicine (Royal College of Surgeons, Ireland, 1964)
Malaysian
Age 61 years
Dato’ Dr. Salim Cassim is a substantial shareholder of the Company and was appointed to the Board on 25 April 1990. Dato’
Dr. Salim Cassim is the Chairman of the Company and also the Chairman of Rapid Synergy Berhad and a Director of another
public listed company, Southern Bank Berhad.
Dato’ Dr. Salim Cassim does not have any family relationship with any director and/or substantial shareholder of the Company
or any personal interest in any business arrangement involving the Company and has no convictions for offences within the
past ten years.
He has attended all three of the Board Meetings held during the financial year ended 31 December 2001.
4 STATEMENT ACCOMPANYING NOTICE OF AGM
ii) YBHG. DATO’ TAN TEONG HEAN, D.S.A.P., D.I.M.P., S.I.M.P., F.I.B.M.
Bachelor of Arts (Economics)(Hons) (University of Malaya, Malaysia, 1966)
Malaysian
Age 58 years
Dato’ Tan Teong Hean is a substantial shareholder of the Company and was appointed to the Board on 11 January 1979.
Dato’ Tan is a Fellow and Council Member of the Institute of Bankers Malaysia and Fellow of the Malaysian Institute of
Directors. He is a Member of the Board of Trustees of the Malaysian Institute of Economic Research, Chairman of the Asia
Pacific Board of MasterCard International Asia-Pacific and a Global Counsellor to the Conference Board.
Dato’ Tan is also the Chief Executive Director of publicly listed Southern Bank Berhad and also sits on the Board of the
following companies: Southern Finance Berhad, Cagamas Berhad, Asean Finance Corporation Limited and Asean Supreme
Fund Limited. Dato’ Tan is also the Chairman of SBB Securities Sdn. Bhd.
Dato’ Tan does not have any family relationship with any director and/or substantial shareholder of the Company and has no
convictions for offences within the past ten years.
iii) YBHG. DATO’ DR. YAHYA BIN ISMAIL, D.P.M.J., D.P.C.M., D.P.M.P., K.M.N., P.P.T., P.J.K.
Independent Non-Executive Director
Bachelor of Veterinary Science (University of Sydney, Australia, 1957)
Diploma of Tropical Veterinary Medicine (University of Edinburgh, Scotland, 1963)
Malaysian
Age 74 years
Dato’ Yahya bin Ismail was appointed to the Board on 15 July 1978. He was in the Public Service from 1959 to 1978. When
he retired as Director-General of the National Livestock Authority, he served on the Totalisator Board Malaysia from 1982 to
1990 and as Chairman from 1986. Dato’ Yahya sits on the Board of the following public listed companies: Southern Bank
Berhad since 1983, Shell Refining Company (F.O.M) Berhad since 1978, YTL Corporation Berhad since 1984, Metroplex
Berhad since 1983 and YTL Power International Berhad since 1984. He is also the Executive Chairman of Komputer Sistem
Malaysia Sdn. Bhd.
Dato’ Dr. Yahya does not have any family relationship with any director and/or substantial shareholders of the Company or
any personal interest in any business arrangement involving the Company and has no convictions for offences within the past
ten years.
BOARD MEETINGS
Three (3) Board Meetings were held during the financial year ended 31 December 2001 at Level 6, Menara Southern Bank, 83, Medan
Setia 1, Plaza Damansara, Bukit Damansara, 50490 Kuala Lumpur.
STATEMENT ACCOMPANYING NOTICE OF AGM 5
Details of attendance at Board Meetings are as follows: -
Attendance at Meeting
Date of Meeting 30 May 2001 27 June 2001 29 Aug 2001 Total

Directors Attendance
i) YBhg Dato’ Dr. Mohammad ✓ ✓ ✓ 3

Abdus Salim bin S. Cassim
ii) YBhg Dato’ Tan Teong Hean ✓ ✓ ✓ 3
iii) YBhg Dato’ Dr. Yahya bin Ismail ✓ ✓ ✓ 3
iv) Dr. Ng Wing Kong ✓ - ✓ 2
v) Mr. Norman Ip Ka Cheung* - - ✓ 1
vi) YBhg Dato’ Dr. Maisarah Abdullah ✓ ✓ ✓ 3
Legend : “✓” = Attended “-” = Absent
Notes: * After the coming into effect of Paragraph 15.05(1)(c) of the Listing Requirements on 1 June 2001, Mr. Norman Ip Ka
Cheung had attended one out of two meetings held after 1 June 2001.
6 CORPORATE INFORMATION
BOARD OF DIRECTORS
YBhg. Dato’ Dr. Mohammad Abdus Salim bin S. Cassim, D.P.M.T., D.S.M. (Chairman)
YBhg. Dato’ Tan Teong Hean, D.S.A.P., D.I.M.P., S.I.M.P., F.I.B.M.
YBhg. Dato’ Dr. Yahya bin Ismail, D.P.M.J., D.P.C.M., D.P.M.P., K.M.N., P.P.T., P.J.K.
Dr. Ng Wing Kong, Ph.D., D.I.C., A.R.S.M., F.I.M.M., C.Eng.
Mr. Norman Ip Ka Cheung, B.Sc (Econs), C.P.A.
YBhg. Dato’ Dr. Maisarah Abdullah, D.I.M.P., L.M., L.R.C.P., L.R.C.S. (IREL)
SECRETARY REGISTRARS
Ms Seow Fei San Panama Resources Sdn. Bhd. (229948-U)

(MAICSA 7009732) 23, Jalan Sri Hartamas 7, Sri Hartamas
50480 Kuala Lumpur
Tel: 03-6201 1120/6201 5451
REGISTERED OFFICE Fax: 03-6201 3121
Level 3, Menara Southern Bank

83, Medan Setia 1 AUDITORS
Plaza Damansara, Bukit Damansara
50490 Kuala Lumpur Deloitte KassimChan
Tel: 03-2092 3878 Level 19, Uptown 1, 1, Jalan SS21/58
Fax: 03-2092 1737 Damansara Uptown, 47400 Petaling Jaya
Tel: 03-7726 1833/7723 6500
Fax: 03-7726 3986
PROFILE OF BOARD OF DIRECTORS 7
YBHG. DATO’ DR. MOHAMMAD ABDUS SALIM BIN S. CASSIM, D.P.M.T., D.S.M. (CHAIRMAN)
Doctor of Medicine (Royal College of Surgeons, Ireland, 1964)
Malaysian
Age 61 years
Dato’ Dr. Salim Cassim is a substantial shareholder of the Company and was appointed to the Board on 25 April 1990. Dato’ Dr. Salim
Cassim is the Chairman of the Company and also the Chairman of Rapid Synergy Berhad and a Director of another public listed
company, Southern Bank Berhad.
Dato’ Dr. Salim Cassim does not have any family relationship with any director and/or substantial shareholder of the Company or any
personal interest in any business arrangement involving the Company and has no convictions for offences within the past ten years.
YBHG. DATO’ TAN TEONG HEAN, D.S.A.P., D.I.M.P., S.I.M.P., F.I.B.M.

Bachelor of Arts (Economics)(Hons) (University of Malaya, Malaysia, 1966)
Malaysian
Age 58 years
Dato’ Tan Teong Hean is a substantial shareholder of the Company and was appointed to the Board on 11 January 1979. Dato’ Tan is a
Fellow and Council Member of the Institute of Bankers Malaysia and Fellow of the Malaysian Institute of Directors. He is a Member of the
Board of Trustees of the Malaysian Institute of Economic Research, Chairman of the Asia Pacific Board of MasterCard International Asia-
Pacific and a Global Counsellor to the Conference Board.
Dato’ Tan is also the Chief Executive Director of publicly listed Southern Bank Berhad and also sits on the Board of the following
companies: Southern Finance Berhad, Cagamas Berhad, Asean Finance Corporation Limited and Asean Supreme Fund Limited.
Dato’ Tan is also the Chairman of SBB Securities Sdn. Bhd.
Dato’ Tan does not have any family relationship with any director and/or substantial shareholder of the Company and has no convictions
for offences within the past ten years.
8 PROFILE OF BOARD OF DIRECTORS
YBHG. DATO’ DR. YAHYA BIN ISMAIL, D.P.M.J., D.P.C.M., D.P.M.P., K.M.N., P.P.T., P.J.K.
Bachelor of Veterinary Science (University of Sydney, Australia, 1957)
Diploma of Tropical Veterinary Medicine (University of Edinburgh, Scotland, 1963)
Malaysian
Age 74 years
Dato’ Yahya bin Ismail was appointed to the Board on 15 July 1978. He was in the Public Service from 1959 to 1978. When he retired as
Director-General of the National Livestock Authority, he served on the Totalisator Board Malaysia from 1982 to 1990 and as Chairman
from 1986. Dato’ Yahya sits on the Board of the following public listed companies: Southern Bank Berhad since 1983, Shell Refining
Company (F.O.M) Berhad since 1978, YTL Corporation Berhad since 1984, Metroplex Berhad since 1983 and YTL Power International
Berhad since 1984. He is also the Executive Chairman of Komputer Sistem Malaysia Sdn. Bhd.
Dato’ Dr. Yahya does not have any family relationship with any director and/or substantial shareholders of the Company or any personal
interest in any business arrangement involving the Company and has no convictions for offences within the past ten years.
DR. NG WING KONG, PH.D., D.I.C., A.R.S.M., F.I.M.M., C.ENG.

Imperial College, University of London, 1959
PhD. (Imperial College, University of London, 1963)
Malaysian
Age 66 years
Dr. Ng was appointed to the Board on 15 July 1978. He is a Fellow of the Institution of Mineral Engineers and a Chartered Engineer,
United Kingdom. He had worked in the mineral industry for many years prior to joining The Straits Trading Company Ltd., Singapore,
where he spent 23 years in various capacities.
Dr. Ng was initially appointed by The Straits Trading Company, Ltd. to the Board of Killinghall Tin Ltd., the predecessor of Killinghall
(Malaysia) Bhd and continued to be on the Board of the Company when it was Malaysianised and renamed Killinghall (Malaysia) Bhd.
He was elected Independent Director in 1993.
Dr. Ng does not have any family relationship with any director and/or substantial shareholders of the Company or any personal interest
in any business arrangement involving the Company and has no convictions for offences within the past ten years.
He has attended two out of three Board Meetings held during the financial year ended 31 December 2001.
PROFILE OF BOARD OF DIRECTORS 9
MR. NORMAN IP KA CHEUNG, B.SC (ECONS), C.P.A.

Bachelor of Science (Econs)
British
Age 49 years
Mr. Norman Ip Ka Cheung, a Chartered Accountant and a Fellow of The Institute of Chartered Accountants in England and Wales, was
appointed to the Board in July 1993 and is a Non-Independent Non-Executive Director. He is President and Chief Executive Officer of the
Straits Trading Group, Singapore. Prior to joining Straits Trading in 1983, he was a Supervisor with Ernst & Whiney (now known as Ernst
& Young), specializing in audits of conglomerates. He also sits on the boards of the following listed companies: Tronoh Mines Malaysia
Bhd and Malaysia Smelting Corporation Berhad.
Mr. Ip does not have any family relationship with any director and/or substantial shareholder of the Company and has no conflict of
interest with the Company. He has not been convicted of any offence with the past ten years.
After the coming into effect of Paragraph 15.05(1)(c) of the Listing Requirements on 1 June 2001, Mr. Ip attended one out of two of the
Board Meetings held after 1 June 2001.
YBHG. DATO’ DR. MAISARAH ABDULLAH, D.I.M.P., L.M., L.R.C.P., L.R.C.S. (IREL)
Doctor of Medicine (Royal College of Surgeons, Ireland 1973)
Malaysian
Age 52 years
Dato’ Dr. Maisarah was appointed to the Board on 13 October 1997. She sits on the Board of publicly listed Southern Bank Berhad.
Besides being a medical practitioner, Dato’ Dr. Maisarah is also the Executive Director of Strand Specialist Hospital and Strand Geriatric
and Rehabilitation Centre in Sungei Petani, Kedah Darul Aman. She does not hold any other directorships of public companies.
Dato’ Dr. Maisarah does not have any family relationship with any director and/or substantial shareholder of the Company or any
personal interest in any business arrangement involving the Company and has no convictions for offences within the past ten years.
She has attended all three Board Meetings held during the financial year ended 31 December 2001.
DISCLOSURE REQUIREMENTS PURSUANT TO THE LISTING REQUIREMENTS

OF THE KUALA LUMPUR STOCK EXCHANGE
MATERIAL CONTRACTS
During the year, there were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major
shareholders’ interests.
10 AUDIT COMMITTEE REPORT
COMPOSITION AND DESIGNATION
1. Dr. Ng Wing Kong

Chairman of the Audit Committee
(Independent Non-Executive Director)
2. YBhg Dato’ Dr. Yahya bin Ismail

Audit Committee Member
(Independent Non-Executive Director)
3. Mr. Norman Ip Ka Cheung

Audit Committee Member
(Non-Independent Non-Executive Director)
Note: Mr. Norman Ip Ka Cheung was appointed to the Committee on 29 March 2002.
TERMS OF REFERENCE
Members
The Committee shall be appointed by the Board of Directors and shall consist of not less than 3 members, the majority of whom shall
be independent directors and at least one member shall be an accountant.
The Committee shall not consist of any alternate director of the Company.
A quorum shall be majority of members who shall be the independent directors.
In the event of any vacancy in the Committee resulting in the non-compliance of the above, the Company must fill the vacancy within 3
months.
Chairman
The Chairman shall be elected by the Committee from among their members who shall be an independent director.
The Company must ensure that other directors and employees attend any particular committee meeting only at the Committee’s
invitation, specific to the relevant meeting.
The Company Secretary shall act as the secretary of the Committee.
Meetings
Meetings shall be held to review the quarterly results and year end financial statements.
AUDIT COMMITTEE REPORT 11
Rights
The Committee shall -
(1) have authority to investigate any matter within its terms of reference;
(2) have the resources which are required to perform its duties;
(3) have full and unrestricted access to any information pertaining to the Company;
(4) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if
any);
(5) be able to obtain independent professional or other advice; and
(6) be able to convene meetings with the external auditors, excluding the attendance of the executive members of the committee,
whenever deemed necessary.
Responsibilities of the Committee
The Committee shall:-
(1) review the following and report the same to the Board of Directors:-
(a) with the external auditor, the audit plan, his evaluation of the system of internal controls, his audit report;
(b) the assistance given by the employees of the Company to the external auditor;
(c) the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to
carry out its work;
(d) the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken
and whether or not appropriate action is taken on the recommendations of the internal audit function;
(e) the quarterly results and year end financial statements, prior to the approval by the Board of directors;
(f) any related party transaction and conflict of interest situation that may arise within the Company or group including any
transaction, procedure or course of conduct that raises questions of management integrity;
(g) any letter of resignation from the external auditors; and
(h) whether there is reason (supported by grounds) to believe that the external auditor is not suitable for re-appointment; and
(2) recommend the nomination of a person or persons as external auditors.
(3) report promptly to the Exchange where the Committee is of the view that a matter reported by it to the Board of Directors has not
been satisfactorily resolved resulting in a breach of the Listing Requirements.
AUDIT COMMITTEE MEETINGS
Four (4) Audit Committee Meetings were held during the financial year ended 31 December 2001 at Level 6, Menara Southern Bank, 83,
Medan Setia 1, Plaza Damansara, Bukit Damansara, 50490 Kuala Lumpur.
12 AUDIT COMMITTEE REPORT
Details of attendance at Audit Committee Meetings are as follows: -
Date of Meeting 13 30 29 27 Total

April May August November Attendance
Member 2001 2001 2001 2001 2001
i) YBhg Dato’ Dr. Yahya bin Ismail ✓ ✓ ✓ ✓ 4
ii) YBhg Dato’ Tan Teong Hean* ✓ ✓ ✓ ✓ 4
iii) Dr. Ng Wing Kong ✓ ✓ ✓ ✓ 4
Legend :
“✓” = Attended “–” = Absent
* YBhg Dato’ Tan Teong Hean resigned from the Committee on 29 March 2002
ACTIVITY SUMMARY OF AUDIT COMMITTEE
During the financial year ended 31 December 2001, the Audit Committee held meetings to review the quarterly financial results of the
Company and to make their recommendation to the Board of Directors before the release of the quarterly financial results to the Kuala
Lumpur Stock Exchange and the general public.
INTERNAL AUDIT FUNCTION
The Company do not possess an Internal Audit Department. In the absence of an Internal Audit Department, the Audit Committee had
resumed the role of discharging the function. In discharging the internal audit function, the Committee have been given full access to all
relevant information and resources.
CORPORATE GOVERNANCE STATEMENT 13
CORPORATE GOVERNANCE
The Board of Directors of Killinghall (Malaysia) Bhd recognises and subscribes to the importance of the principles and best practices set
out in the Malaysian Code on Corporate Governance as an important factor towards achieving an optimal governance framework and
enhancing shareholders’ value of the Company.
THE BOARD OF DIRECTORS
The Group is led and managed by a 6-member Board. The Board schedules regular meetings to review the financial performance of the
Company, to consider strategic issues and to examine the key aspects of its operations, paying particular attention to the areas of
meeting contractual obligations and compliance with regulatory guidelines.
During the financial year, three Board meetings were held. The details of the attendance of Directors are as follows:
Name of Director Total Meetings

Attended
YBhg Dato’ Dr. Salim Cassim 3

YBhg Dato’ Tan Teong Hean 3
YBhg Dato’ Dr. Yahya bin Ismail 3
Dr. Ng Wing Kong 2
Mr. Norman Ip Ka Cheung* 1
YBhg Dato’ Dr. Maisarah Abdullah 3
* After the coming into effect of Paragraph 15.05(1)(c) of the Listing Requirements on June 1, 2001, there were two meetings held
and Mr. Norman Ip Ka Cheung had attended one out of two meetings held after that date.
Board Composition and Balance
The 6-member Board comprises a Non-Independent Non-Executive Chairman, 2 Non-Independent Non-Executive Directors and 3
Independent Non-Executive Directors. The profiles of the Board members, reflecting their diverse backgrounds and experience in both
public sector service and different segments of the corporate sector, are included in this Report.
Supply of Information to the Board
To the extent that information pertinent to the discharge of the Board’s duties and responsibilities is required, the Board enjoys unlimited
access to such information from all its constituents and to professional advice at the Company’s expense, if necessary.
The Secretariat is on hand to serve and provide appropriate support to the Board. The appointment and removal of the Company
Secretary rests with the Board.
Appointment and Re-election
In accordance with the Memorandum and Articles of Association of the Company, new appointments to the Board are submitted for
approval by the Board.
Board members’ tenures are constituted in accordance with the provisions of the Memorandum and Articles of Association of the
Company and where applicable, the Listing Requirements of the KLSE.
Subject to the other provision of the Companies Act, 1965, members of the Board retire from office at due intervals on rotation. Being
eligible, they may offer themselves for re-election, a process that entails shareholders/proxy holders to vote them back in office.
14 CORPORATE GOVERNANCE STATEMENT
Board Committees
The Board had established an Audit Committee to support it in overseeing the processes for productions of the financial data of the
Company and for reviewing its internal controls.
Recently in 2002, the Board established a Nominating Committee which comprises the following Directors:
1. YBhg Dato’ Dr. Yahya bin Ismail (Chairman)

2. YBhg Dato’ Dr. Salim Cassim (Member)
3. Dr. Ng Wing Kong (Member)
All of the members of this committee are non-executive directors. The roles of the Nominating Committee include:
• recommending the nomination of a person or persons for all directorships to be filled by the shareholders or the Board;
• recommending to the Board, directors to fill the seats on board committees;
• assessing annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each Board
member; and
• reviewing annually the required mix of skills and experience, core competencies and other qualities which non-executive directors
should bring to the Board;
• Considering, in making its recommendations, candidates for directorships proposed by the Managing Director/Chief Executive
Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder;
In 2002, the Board also established a Remuneration Committee which comprises the following Directors:
1. YBhg Dato’ Dr. Maisarah Abdullah (Chairperson)

2. YBhg Dato’ Dr. Yahya bin Ismail (Member)
3. Mr. Norman Ip Ka Cheung (Member)
All of the members of this committee are non-executive directors. The committee has the function of recommending to the Board, the
remuneration packages of managing directors, executive directors and senior management of the Company in all its forms, drawing
from outside advice as necessary. The remuneration packages of non-executive directors shall be determined by the Board of Directors
as a whole.
Directors’ Training
All Board members have attended the Mandatory Accreditation Programme conducted by the Research Institute of Investment Analysts,
Malaysia, pursuant to KLSE’s guidelines on Training for Directors.
DIRECTORS’ REMUNERATION
The Level and Make-up of Remuneration
The remuneration of the Non-Executive Non-Independent Director comprised salary, allowances and bonuses. Other customary benefits
are also made available as appropriate. The remuneration is provided such that the Company attracts and retains experienced and
capable directors to run the Company successfully.
CORPORATE GOVERNANCE STATEMENT 15
The aggregate remuneration of the Directors for the financial year ended 31 December 2001 are as follows:
Salaries & Other

Fees Emoluments Total
RM’000 RM’000 RM’000
Non-Executive Directors 42 410 452
The number of Directors whose remuneration falls into the following bands is as follows:
Range of Remuneration Executive Non-Executive

(RM) Directors Directors
Below 50,000 – 5
400,001 - 450,000 – 1
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board acknowledges its responsibility for presenting a balanced and understandable assessment of the performance and prospects
of the Company and the Group, primarily through annual financial statements, and quarterly and half-yearly announcements of results
to shareholders, as well as chairman’s statement in annual report. On this matter, the Board is assisted by the Audit Committee, whose
terms of reference are defined in the Audit Committee Report published in this Annual Report.
Responsibility Statement by Directors
The Directors are responsible for ensuring that the annual financial statements of the Company are drawn up in accordance with the
requirements of the applicable approved accounting standards in Malaysia, the provisions of the Companies Act, 1965 and the Listing
Requirements of the Kuala Lumpur Stock Exchange.
They are to ensure that the annual financial statements of the Company give a true and fair view of the state of affairs of the Company
at the end of the financial year and the results and cash flows for the year then ended.
In preparing the financial statements, the Directors have:-
a. applied the appropriate and relevant accounting policies on a consistent basis;

b. made judgements and estimates that are reasonable and prudent;
c. prepared the financial statements on a going concern basis; and
d. ensured that proper accounting records are kept so as to enable the preparation of the financial statements with reasonable
accuracy.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Company to prevent and detect fraud and
other irregularities.
16 CORPORATE GOVERNANCE STATEMENT
Internal Control
The Board acknowledges its overall responsibility for maintaining a system of internal controls, which provides reasonable assurance of
effective and efficient operations and compliance with laws and regulations. The Company is an investment holding company and its
principal activity is the holding of investment in associated company, Southern Bank Berhad. In view of the simplicity of the operations
of the Company, no formal internal audit function is maintained. However, internal control issues, if they exist, are discussed at the
meetings of the Board or Audit Committee. The Board is also charged with the responsibility of risk management function of the
Company.
Relationship with the Auditors
The Company maintains an appropriate relationship with the Company’s auditors through the Audit Committee. The appointment of
the external auditors is recommended by the Audit Committee. The external auditors meet with the Committee on issues relating to the
audit or on other occasion when required.
Investor Relation and Shareholder Communication
The Secretariat is the principal office where shareholders and stakeholders may access for information or seek assistance. Dissemination
by the Company of its financial performance reports and other significant developments affecting its business is by way of mailed
announcements. The forum for the Company and its shareholders/proxy holders to engage in open dialogue are at Annual General
Meetings and Extraordinary General Meetings of the Company.
Compliance with the Code
The Company has been in compliance with most of the Principles and Best Practices of the Malaysian Code on Corporate Governance.
The Board expects to continuously improve and enhance the procedures from time to time, especially in the area of internal control.
CHAIRMAN’S STATEMENT 17
On behalf of your Directors, I am pleased to present your

Company’s Annual Report and Accounts for the
year ended 31 December 2001.
RESULTS Dividend
Profit before tax of the Group at RM48.1 million was up 41% Your Directors do not propose any dividend payment for the
when compared with that of the previous year. Net profit year ended 31 December 2001 (2000 – nil).
attributable to shareholders increased 128% to RM30.3 million.
The higher profits were mainly attributable to a substantially Outlook

improved performance of the associated company, Southern
Bank Berhad (“SBB Group”). Earnings of the Company and the Group will depend on the
performance of its associated company, SBB Group. SBB Group
At the Company level, pre-tax loss declined 24% to RM14.8 expects its overall performance for the current year to improve
million from RM19.4 million in the previous year. This was mainly with the prospect of better growth rates projected for the
due to a lower provision for diminution in value of the Company’s Malaysian economy.
investment in Southern Bank of Africa Investment Holdings
Limited (“SBAIH”), of RM2.8 million as compared to RM6.4
million in 2000. The Company’s investment in SBAIH was Acknowledgement
disposed of in the second quarter of the year.
I wish to thank my fellow directors for their support and guidance.
I wish also to thank the various authorities for their co-operation
ASSOCIATED COMPANY and assistance.
Southern Bank Berhad
Profit before taxation of the SBB Group for the financial year
ended 31 December 2001 rose 31% whilst net profit attributable
to shareholders increased 65% when compared with the year
previously.
SBB has announced that it will not be proceeding with an earlier

proposal to re-list its wholly owned subsidiary, Southern Finance
Berhad (“SFB”). Consequently, the proposed stock dividend
through a distribution free of cost of fully paid SFB shares to the DATO’ DR SALIM CASSIM
shareholders of SBB has been aborted. SBB will however consider Chairman
other alternatives and expects to be able to recommend a higher
level of dividend in the next financial year. 21 May 2002
18 DIRECTORS’ REPORT
The directors of KILLINGHALL (MALAYSIA) BHD. have pleasure in submitting their report and the audited financial statements of the
Group and of the Company for the financial year ended December 31, 2001.
PRINCIPAL ACTIVITY
The principal activity of the Group is in its investment in associated companies which are engaged in banking and related financial
services.
There have been no significant changes in the nature of the activities of the Group during the financial year.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
The Group The Company

RM’000 RM’000
Profit/(Loss) before tax and zakat 48,128 (14,769)

Income tax expense and zakat (16,504) –
Profit/(Loss) after tax and zakat 31,624 (14,769)

Share of minority interest in associated company (1,299) –
Net profit/(loss) attributable to members of the Company 30,325 (14,769)
In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been
substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
The directors do not recommend the payment of any dividend in respect of the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial
statements.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
OTHER FINANCIAL INFORMATION
Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable
steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts, and had satisfied themselves that there were no bad debts to be written off and that no provision for doubtful debts was
necessary; and
DIRECTORS’ REPORT 19
OTHER FINANCIAL INFORMATION (Cont’d)
(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been
written down to their estimated realisable values.
At the date of this report, the directors are not aware of any circumstances:
(a) which would require the writing off of bad debts or the making of provision for doubtful debts in the financial statements of the
Group and of the Company; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading;
or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements
of the Group and of the Company misleading.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the
liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the
end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the
Company to meet their obligations as and when they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end
of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the
Company for the financial year in which this report is made.
DIRECTORATE
The following directors served on the Board of the Company since the date of the last report:
YBhg Dato’ Dr. Salim Cassim (Chairman)

YBhg Dato’ Tan Teong Hean
YBhg Dato’ Dr. Yahya bin Ismail
Dr. Ng Wing Kong
Mr. Norman Ip Ka Cheung
YBhg Dato’ Dr. Maisarah Abdullah
In accordance with Article 100 of the Company’s Articles of Association, YBhg Dato’ Dr. Salim Cassim and YBhg Dato’ Tan Teong Hean
retire and, being eligible, offer themselves for re-election.
YBhg Dato’ Dr. Yahya bin Ismail retires pursuant to Section 129 of the Companies Act, 1965 and a resolution will be proposed for his re-
appointment as director under the provision of Section 129 (6) of the said Act to hold office until the next Annual General Meeting of the
Company.
20 DIRECTORS’ REPORT
DIRECTORATE (Cont’d)
The directors who held office at the end of the financial year have interest in shares of the Company according to the register kept by the
Company under Section 134 of the Companies Act, 1965, as follows:
No. of ordinary shares of RM1 each

Balance at Balance at
1.1.2001 Additions Disposals 31.12.2001
YBhg Dato’ Dr. Salim Cassim (Chairman)
- Direct 1,234,500 – – 1,234,500
- Indirect 76,288,022 – 903,000 75,385,022
YBhg Dato’ Tan Teong Hean

- Direct 671,740 – – 671,740
- Indirect 76,288,022 – 903,000 75,385,022
YBhg. Dato’ Dr. Yahya bin Ismail

- Direct 9,375 – – 9,375
- Indirect 31,500 – – 31,500
Dr Ng Wing Kong
- Direct 44 – – 44
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other
than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial
statements) by reason of a contract made by the Company or a related corporation with the director, or with a firm of which the director
is a member, or with a company in which the director has a substantial financial interest.
Neither during nor at the end of the financial year was the Company a party to any arrangements whose object is to enable the directors
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
AUDITORS
The auditors, Messrs. Deloitte KassimChan, have indicated their willingness to continue in office.
Signed on behalf of the Board

in accordance with a resolution of the directors,
Y. BHG. DATO’ DR. SALIM CASSIM

Chairman
Y. BHG. DATO’ TAN TEONG HEAN

Director
Kuala Lumpur,
March 19, 2002
REPORT OF THE AUDITORS 21
TO THE MEMBERS OF KILLINGHALL (MALAYSIA) BHD. (Incorporated in Malaysia)
We have audited the accompanying balance sheets as of December 31, 2001 and the related statements of income, cash flows and
changes in equity for the year then ended. These financial statements are the responsibility of the Company’s directors. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial
statements presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the abovementioned financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965
and the applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company as of December 31, 2001 and of the results and the cash flows of the
Group and of the Company for the year ended on that date; and
(ii) the matters required by Section 169 of the Act to be dealt with in the financial statements and consolidated financial
statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in
accordance with the provisions of the Act.
We have considered the financial statements and auditors’ reports of the subsidiary companies, of which we have not acted as auditors,
as mentioned under Note 11 to the financial statements, being financial statements that have been included in the consolidated
financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements of
the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements,
and we have received satisfactory information and explanations as required by us for these purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include
any comment made under sub-section (3) of Section 174 of the Act.
DELOITTE KASSIMCHAN
AF 0080
Chartered Accountants
TAN BUN POO

1304/05/02 (J/PH)
Partner
March 19, 2002

22 INCOME STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001

Note 2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
Revenue 4 – – 7,216 7,208

Other operating income 5 556 3,720 556 2
Directors’ remuneration 6 (452) (446) (452) (446)
Staff costs (55) (199) (55) (199)
Depreciation of property, plant and equipment (5) (18) (5) (18)
Other operating expenses 5 (1,715) (311) (3,222) (6,678)
Profit/(Loss) from operations (1,671) 2,746 4,038 (131)

Finance costs 7 (18,807) (19,290) (18,807) (19,290)
Share of profit less losses of associated companies 68,606 50,688 – –
Profit/(Loss) before tax and zakat 48,128 34,144 (14,769) (19,421)

Income tax expense and zakat 8 (16,504) (18,699) – –
Profit/(Loss) after tax and zakat 31,624 15,445 (14,769) (19,421)

Share of minority interests in an associated company (1,299) (2,167) – –
Net profit/(loss) for the year 30,325 13,278 (14,769) (19,421)
Earnings per ordinary share of 50 sen each 9 20.63 sen 9.03 sen
The accompanying notes form an integral part of the Financial Statements.

BALANCE SHEETS 23
AS OF DECEMBER 31, 2001

Note 2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
ASSETS
Property, plant and equipment 10 9 14 9 14

Investment in subsidiary companies 11 – – 5 5
Investment in associated companies 12 573,384 548,286 269,820 288,266
Current Assets
Amount owing by subsidiary companies 11 – – 56 50

Other receivables and prepaid expenses 13 4,163 4,528 4,163 4,528
Cash and bank balances 14 2,500 38 2,500 38
6,663 4,566 6,719 4,616
Current Liabilities
Other payables and accrued expenses 1,776 3,402 1,770 3,397

Short-term borrowings 16 239,733 239,685 239,733 239,685
241,509 243,087 241,503 243,082
Net Current Liabilities (234,846) (238,521) (234,784) (238,466)
Net Assets 338,547 309,779 35,050 49,819
Represented by:
Issued capital 17 73,500 73,500 73,500 73,500

Reserves 265,047 236,279 (38,450) (23,681)
Shareholders’ Equity 338,547 309,779 35,050 49,819

24 STATEMENT OF CHANGES IN EQUITY
Non-distributable Reserves Distributable

Exchange Reserves:
Issued Share Statutory Capital Fluctuation Other Unappropriated
The Group Capital Premium Reserve Reserve Reserve Reserve Profit Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Balance as of January 1, 2000 73,500 2,260 53,355 71,988 (7,208) 328 108,292 302,515
Net profit for the year – – – – – – 13,278 13,278
Transfer to statutory reserve – – 16,268 – – – (16,268) –
Share of share issue expenses
of associated company – – – (12) – – – (12)
Share of effect of de-consolidation of subsidiary
companies of an associated company – – (256) – (1,195) – – (1,451)
Translation of foreign associated
company and share of exchange
reserve of associated company – – – – (4,551) – – (4,551)
Balance as of December 31, 2000 73,500 2,260 69,367 71,976 (12,954) 328 105,302 309,779
Net profit for the year – – – – – – 30,325 30,325

Transfer to statutory reserve – – 24,295 – – – (24,295) –
Transfer to capital reserve – – – 857 – – (857) –
Translation of foreign associated company – – – – (1,557) – – (1,557)
Transfer of exchange reserve
upon disposal of foreign associated company – – – – 13,871 – (13,871) –
Balance as of December 31, 2001 73,500 2,260 93,662 72,833 (640) 328 96,604 338,547
STATEMENT OF CHANGES IN EQUITY 25
Non-
distributable
Reserve:
Issued Share Accumulated
The Company Capital Premium Loss Total
RM’000 RM’000 RM’000 RM’000
Balance as of January 1, 2000 73,500 2,260 (6,520) 69,240

Net loss for the year – – (19,421) (19,421)
Balance as of December 31, 2000 73,500 2,260 (25,941) 49,819

Net loss for the year – – (14,769) (14,769)
Balance as of December 31, 2001 73,500 2,260 (40,710) 35,050

26 CASH FLOW STATEMENTS


2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM/(USED IN)
OPERATING ACTIVITIES
Profit/(Loss) before tax and zakat 48,128 34,144 (14,769) (19,421)

Adjustments for:
Exceptional items:
Allowance for diminution in value of
investment in an associated company 1,291 – 2,806 6,400
Gain on disposal of investment in an
associated company (469) – (469) –
Gain on dilution of interest in an
associated company – (3,718) – –
Depreciation of property, plant and equipment 5 18 5 18
Gain on disposal of property, plant and equipment – (1) – (1)
Finance costs 18,807 19,290 18,807 19,290
Dividend income – – (7,216) (7,208)
Interest income (87) – (87) –
Share of profit less losses of associated companies (68,606) (50,688) – –
Operating Loss Before Working Capital Changes (931) (955) (923) (922)
(Increase)/Decrease in:
Amount owing by subsidiary companies – – (6) (5)
Other receivables and prepaid expenses (10) 30 (10) 3
Increase/(Decrease) in:
Other payables and accrued expenses 96 (4) 94 (5)
Cash Used In Operations (845) (929) (845) (929)

Tax refund 2,425 – 2,425 –
Net Cash From/(Used In) Operating Activities 1,580 (929) 1,580 (929)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment – 21 – 21

Proceeds from disposal of investment in an associated company 16,109 – 16,109 –
Dividend received from associated company 5,196 5,190 5,196 5,190
Interest received 58 – 58 –
Net Cash From Investing Activities 21,363 5,211 21,363 5,211

CASH FLOW STATEMENTS 27

Note 2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
CASH FLOWS USED IN FINANCING ACTIVITY
Interest paid (20,529) (19,090) (20,529) (19,090)
Net Cash Used In Financing Activity (20,529) (19,090) (20,529) (19,090)
NET INCREASE/(DECREASE)
IN CASH AND CASH EQUIVALENTS 2,414 (14,808) 2,414 (14,808)
CASH AND CASH EQUIVALENTS AT

BEGINNING OF YEAR (36,176) (21,368) (36,176) (21,368)
CASH AND CASH EQUIVALENTS AT END OF YEAR 18 (33,762) (36,176) (33,762) (36,176)

28 NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Group is in its investment in associated companies which are engaged in banking and related financial
services.
There have been no significant changes in the nature of the activity of the Group during the financial year.
The total number of employees of the Group and of the Company at year end was 2 and 2 (2000 : 2 and 2) respectively.
The registered office and principal place of business of the Company are located at Level 3, Menara Southern Bank, 83, Medan
Setia 1, Plaza Damansara, Bukit Damansara, 50490 Kuala Lumpur.
The financial statements of the Group and of the Company have been authorised by the Board of Directors for issue on March 19,
2002.
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Companies
Act, 1965 and the applicable approved accounting standards of the Malaysian Accounting Standards Board.
3. SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention.
3.2 Revenue
Revenue of the Group and of the Company comprises gross dividend from quoted and unquoted investment which is
recognised when the shareholder’s right to receive payment is established.
3.3 Foreign Currency Conversion
Transactions in foreign currencies are converted into Ringgit Malaysia at the exchange rates prevailing at the transaction dates
or, where settlement has not yet been made at the end of the financial year, at the approximate exchange rates prevailing at
that date. All foreign exchange gains or losses are taken up in the income statement.
The results of the foreign associated company are translated into Ringgit Malaysia at the average rate of exchange for the
financial year while the assets and liabilities of this company are translated at closing rate.
Exchange difference arising from the translation of financial statements of foreign associated company is taken up in exchange
fluctuation reserve.
The exchange rate at balance sheet date used in the translation of foreign associated company in 2000 is RM0.50 for one
Rand.
NOTES TO THE FINANCIAL STATEMENTS 29
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.4 Income Tax
The tax effects of transactions are generally recognised, using the “liability” method, when such transactions enter into the
determination of net income regardless of when they are recognised for tax purposes. However, where timing differences
would give rise to a net deferred tax asset, the tax effects are recognised generally on actual realisation. As at the end of the
financial year, there are no significant timing differences.
3.5 Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Depreciation of property, plant and equipment is provided on the straight line method at rates based on the estimated useful
lives of the various assets. The annual rates used are as follows:
Plant, machinery and vehicles : 10% - 20%

Furniture, fixtures, fittings and office equipment : 10% - 20%
Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal
proceeds and the carrying amount of the asset, and is recognised in the income statement.
3.6 Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiary companies
listed under Note 11 made up to December 31, 2001. The results of subsidiary companies acquired or disposed of during the
financial year are included in the consolidated financial statements from the effective date of acquisition or up to the effective
date of disposal.
Subsidiary companies are consolidated using the acquisition method of accounting. On acquisition, the assets and liabilities
of the relevant subsidiary companies are measured at their fair values at the date of acquisition.
All significant inter-company transactions and balances are eliminated on consolidation.
3.7 Investments
Investment in subsidiary companies, which is eliminated on consolidation, and investment in associated companies are
stated in the Company’s financial statements at cost less allowance for permanent diminution in value, if any.
Allowance is made when the directors are of the opinion that a permanent diminution in value of an investment has
occurred.
3.8 Associated Companies
An associated company is a non-subsidiary company in which the Company holds as long-term investment not less than
20% of the equity voting rights and in which the Company is in a position to exercise significant influence in its management.
In the consolidated financial statements, the Group’s investment in associated companies is accounted for under the equity
method of accounting based on the latest audited or management financial statements of the associated companies made
up to December 31, 2001. Under this method of accounting, the Group’s share of the post-acquisition reserves and profit of
the associated companies is included in the consolidated results and the Group’s interest in the associated companies is
stated at cost plus the Group’s share of the post-acquisition reserves and profit less any dividend received in the consolidated
balance sheet.
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.9 Receivables
Receivables are stated at nominal value, reduced by an appropriate allowance for doubtful debts. Allowance for doubtful
debts is made based on estimates of possible losses which may arise from non-collection of certain receivable accounts.
3.10 Cash Flow Statements
The Group and the Company adopt the indirect method in the preparation of the cash flow statements.
Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of acquisition
and are readily convertible to cash with insignificant risk of changes in value.
4. REVENUE

2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
Dividend income received

from an associated company
(quoted in Malaysia) – – 7,216 7,208
5. OTHER OPERATING INCOME/(EXPENSES)
Included in other operating income/(expenses) are the following:

2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
Interest income 87 – 87 –
Exceptional items:
Gain on disposal of investment in Southern
Bank of Africa Investment Holdings Limited 469 – 469 –
Gain on dilution of interest in
Southern Bank Berhad (Note 12) – 3,718 – –
Allowance for diminution in value of the Company’s
investment in an associated company (1,291) – (2,806) (6,400)
Gain on disposal of property, plant and equipment – 1 – 1
Rental of office premises (14) (57) (14) (57)
Auditors’ remuneration (11) (10) (10) (10)
6. DIRECTORS’ REMUNERATION
The Group and The Company

2001 2000
RM’000 RM’000
Fees 42 42
Other emoluments 410 404
452 446
Other emoluments represent salary and allowance paid to the executive director of the Company.
The estimated cash value of benefits-in-kind received by directors from the Group and the Company amounted to RM22,246
(2000 : RM23,344) and RM22,246 (2000 : RM23,344) respectively.
7. FINANCE COSTS
2001 2000
RM’000 RM’000
Interest on:
Term loans 12,378 13,221
Bank overdrafts 3,094 2,719
Revolving credit 3,335 3,241
Other charges – 109
18,807 19,290
8. INCOME TAX EXPENSE AND ZAKAT

2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
Estimated current tax (2,021) (2,018) – –

Share of income tax expense
and zakat of associated company 18,525 20,717 – –
16,504 18,699 – –
No tax provision has been made by the Company in 2001 and 2000 as the Company has incurred losses.
The current year tax of the Group in 2001 and 2000 represents tax credit on dividend income.
The effective tax rate of the Group in 2001 and 2000 is higher than the statutory tax rate due mainly to certain charges and
provisions of an associated company which are not deductible for tax purposes and losses incurred by the Company and by a
foreign associated company which are not available for offset against chargeable income of the Group.
9. EARNINGS PER SHARE
2001 2000
Basic RM’000 RM’000
Net profit attributable to ordinary shareholders 30,325 13,278
Weighted average number of ordinary shares in issue (‘000 units) 147,000 147,000
Basic earning per share (sen) 20.63 9.03
10. PROPERTY, PLANT AND EQUIPMENT

2001 Furniture,
fixtures,
Plant, fittings
machinery and office
and vehicles equipment Total
Cost RM’000 RM’000 RM’000
At beginning of year 4 86 90
Additions – – –
Disposals – – –
At end of year 4 86 90
Accumulated depreciation
At beginning of year 3 73 76
Charge for the year – 5 5
Disposals – – –
At end of year 3 78 81
Net book value
At December 31, 2001 1 8 9
At December 31, 2000 1 13 14

11. INVESTMENT IN SUBSIDIARY COMPANIES

The Company
2001 2000
RM’000 RM’000
Unquoted shares, at cost 5 5
The subsidiary companies of the Company, which are incorporated in Malaysia, are as follows:
Effective
Percentage of
Equity Interest
Name of Subsidiary Companies 2001 2000 Principal Activities
% %
Pembagunan Sri Rasau Sdn. Bhd. 100 100 Dormant
Prinsip Cemerlang Sdn. Bhd. 100 100 Dormant
The financial statements of all the subsidiary companies were examined by auditors other than the auditors of the Company.
The amount owing by subsidiary companies arose mainly from expenses paid on behalf which are interest-free without fixed terms
of repayment.
12. INVESTMENT IN ASSOCIATED COMPANIES

2001 2000 2001 2000
RM’000 RM’000 RM’000 RM’000
At cost:
Quoted shares 259,273 259,273 259,273 259,273
Unquoted shares – 38,746 – 38,746
259,273 298,019 259,273 298,019

Allowance for diminution in
value of unquoted shares – – – (20,300)
259,273 298,019 259,273 277,719

Share in post acquisition:
Reserves 166,183 128,717 – –
Unappropriated profit 137,381 111,003 – –
562,837 537,739 259,273 277,719

At cost:
Quoted warrants 10,547 10,547 10,547 10,547
573,384 548,286 269,820 288,266

12. INVESTMENT IN ASSOCIATED COMPANIES (Cont’d)

2001 2000
RM’000 RM’000
Market value:
Quoted shares 514,061 432,969
Quoted warrants 28,487 29,160
542,548 462,129
The analysis of the Group’s interest in the associated companies in 2001 and 2000 is as follows:

2001 2000
RM’000 RM’000
Share of net tangible assets 388,484 358,991

Share of intangible assets 101,434 105,829
Premium on acquisition 489,918 464,820

72,919 72,919
562,837 537,739
The associated companies of the Group are as follows:
Effective
Percentage
of Equity
Interest
Name of Company Place of 2001 2000
Incorporation % % Principal Activities
Southern Bank Berhad Malaysia 21.42 21.42 Banking and related financial services
Southern Bank of Africa Republic of – 50 Banking and related financial services

Investment Holdings South Africa
Limited
The associated company, Southern Bank Berhad, has approximately 10% (2000 : 10%) interest in the Company.
In 2000, as a result of the issuance of new shares by Southern Bank Berhad (“SBB”) to the then shareholders of Ban Hin Lee Bank
Berhad (“BHL”) under the compulsory acquisition of the remaining BHL shares and the issuance of new shares to SBB warrant
holders who exercised their right for conversion of their warrants to shares, the Company’s interest in SBB has been diluted from
21.60% to 21.42%. The dilution in equity interest in SBB has resulted in a gain of RM3.7 million in 2000.
Each warrant entitles the Company to subscribe for one new ordinary share of RM1 each in the associated company, SBB, at an
exercise price of RM1.74 per share at anytime during the exercise period. The exercise period is from June 18, 1997 to June 17,
2006 (extended).
12. INVESTMENT IN ASSOCIATED COMPANIES (Cont’d)
In 1999, the Company entered into an agreement with National Empowerment Trust Investment Fund (Proprietary) Limited
(“NETIF”), a company incorporated in the Republic of South Africa, for the sale of its 50% equity interest in Southern Bank of Africa
Investment Holdings Limited (“SBAIH”) to NETIF. During the year, the Company completed its sale of its entire 50% equity interest
in SBAIH to NETIF for a net consideration of RM16.3 million.
13. OTHER RECEIVABLES AND PREPAID EXPENSES

2001 2000
RM’000 RM’000
Tax recoverable 4,040 4,444

Other receivables and prepaid expenses 123 84
4,163 4,528
14. CASH AND BANK BALANCES

2001 2000
RM’000 RM’000
Short-term deposits with
Licensed bank 23 21
Other licensed institution 2,458 –
Cash on hand and at banks 19 17
2,500 38
15. TERM LOANS (Secured)

2001 2000
RM’000 RM’000
4.84% to 9.81% (2000 : 8.47% to 9.34%) p.a.
off-shore foreign term loan of USD10.85 million
(2000 : USD10.85 million) repayable in full in
August, 2001 (extended to August 26, 2002) 41,230 41,230
6.60% to 9.70% (2000 : 6.65% to 9.70% ) p.a. term
loan repayable in full in December 2001 109,241 109,241
150,471 150,471
Current portion of term loans (Note 16) (150,471) (150,471)
Non-current portion of term loans 20 –
The term loan of RM109,241,380 was due in December, 2001. As of December 31, 2001, the Company was still in negotiation with
the financial institutions for the extention of loan period.
All the term loans are secured by a pledge of a portion of the Company’s investment in an associated company.
16. SHORT-TERM BORROWINGS (Secured)

2001 2000
RM’000 RM’000
Bank overdrafts 36,262 36,214

Revolving credits 53,000 53,000
89,262 89,214
Current portion of term loans (Note 15) 150,471 150,471
239,733 239,685
The bank overdrafts and revolving credits bear interest at rates ranging from 5.80% to 9.30% (2000 : 5.75% to 9.30%) per annum.
All the short-term borrowings are secured by a pledge of a portion of the Company’s investment in an associated company.
17. SHARE CAPITAL
Share capital in 2001 and 2000 consists of the following:
The Company
RM’000
Authorised:
Ordinary shares of 50 sen each 100,000
Issued and fully paid-up:

Ordinary shares of 50 sen each 73,500
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:

2001 2000
RM’000 RM’000
Short-term deposit 2,481 21

Cash and bank balances 19 17
Bank overdrafts (Note 16) (36,262) (36,214)
(33,762) (36,176)
19. SEGMENT REPORTING
Profit/(Loss)
Operating before tax Assets
revenue and zakat employed
By Geographical Location RM’000 RM’000 RM’000
The Group
2001
Malaysia – 49,419 580,056
Overseas – (1,291) –
– 48,128 580,056
2000
Malaysia – 36,012 534,378
Overseas – (1,868) 18,488
– 34,144 552,866
38 STATEMENT BY DIRECTORS
The directors of KILLINGHALL (MALAYSIA) BHD. state that, in their opinion, the accompanying balance sheets and statements of
income, cash flows and changes in equity are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable
approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as
of December 31, 2001 and of the results and the cash flows of the Group and of the Company for the year ended on that date.
Signed in accordance with a resolution of the Directors,
Y.BHG. DATO’ DR. SALIM CASSIM
Y.BHG. DATO’ TAN TEONG HEAN
Kuala Lumpur
March 19, 2002
DECLARATION BY THE DIRECTOR PRIMARILY RESPONSIBLE

FOR THE FINANCIAL MANAGEMENT OF THE COMPANY
I, Y. BHG. DATO’ TAN TEONG HEAN , the director primarily responsible for the financial management of KILLINGHALL (MALAYSIA)
BHD., do solemnly and sincerely declare that the accompanying balance sheet and statements of income, cash flows and changes in
equity are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed

at KUALA LUMPUR this 19th day of March, 2002.
Before me,
COMMISSIONER FOR OATHS

ANALYSIS OF SHAREHOLDINGS 39
STATISTICS OF SHAREHOLDING AS AT 30 APRIL 2002
SHAREHOLDERS
The Company has 3,655 shareholders as at 30 APRIL 2002.

There is only one class of shares, namely, ordinary shares of 50 sen each.
Every member of the Company present in person or by proxy shall have one vote on a show of hand and in the case of a poll shall have
one vote for every ordinary share of which he is the holder.
DISTRIBUTION OF SHAREHOLDERS
No. of % of No. of % of Issued
Range Shareholders Shareholders Shares Share Capital
Less than1,000 shares 531 14.53 195,610 0.13
1,000 to 10,000 shares 2,834 77.54 7,750,437 5.27
10,000 to 100,000 shares 235 6.43 6,702,026 4.56
100,000 < 5% of issued shares 51 1.40 59,946,169 40.78
5% & above of issued shares 4 0.11 72,405,758 49.26
3,655 100.00 147,000,000 100.00
THIRTY LARGEST SHAREHOLDERS

Shareholding
No. of % of Issued
Shares Share Capital
1. Cartaban Nominees (Asing) Sdn. Bhd. (Straits Trading Co. Ltd) 29,626,137 20.15
2. HLB Nominees (Tempatan) Sdn. Bhd.# 19,563,057 13.31
3. U.B. Nominees (Tempatan) Sdn. Bhd.# 12,354,375 8.40
4. Southern Nominees (Tempatan) Sdn. Bhd. (Southern Bank Berhad) 10,862,189 7.39
5. Mayban Nominees (Tempatan) Sdn. Bhd.# 7,169,807 4.88
6. HLB Nominees (Tempatan) Sdn. Bhd.# 6,472,000 4.40
7. Pacific & Orient Insurance Co. Berhad 6,301,750 4.29
8. Aseam Malaysia Nominees (Tempatan) Sdn. Bhd.# 5,807,095 3.95
9. RC Nominees (Tempatan) Sdn. Bhd. (as Beneficial owner (Investment A/C1)) 3,837,000 2.61
10. Public Nominees (Tempatan) Sdn. Bhd.# 3,581,250 2.44
12. Asia Life (M) Berhad (as Beneficial owner (M’sia Life Fund)) 2,790,600 1.90
14. Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd. 1,730,000 1.18
(Khadijah Binti Abdul Khalid (D12))
15. Md Yusoff Bin Md Ali 1,688,000 1.15
16. Malaysia Nominees (Asing) Sendirian Berhad 1,428,000 0.97
(Oversea-Chinese Bank Nominees Pte Ltd for Lee Latex (Pte) Ltd)
17. Berjaya General Insurance Berhad 1,132,000 0.77
18. Malaysia Nominees (Asing) Sendirian Berhad 1,050,000 0.71
(Oversea-Chinese Bank Nominees Pte Ltd for Associated Investment & Securities Pte Ltd)
19. Citicorp Nominees (Asing) Sdn Bhd (TNTC for the Overseas Assurance Corporation Ltd) 839,875 0.57
20. Tan Eng Chin Holdings (Pte) Limited 708,750 0.48
40 ANALYSIS OF SHAREHOLDINGS
THIRTY LARGEST SHAREHOLDERS (Cont’d)

Shareholding
No. of % of Issued
Shares Share Capital
21. Malaysia Nominees (Asing) Sendirian Berhad 658,000 0.45

(Amanah SSCM Asset Mgmt Bhd - Amanah Smallcap Fund Bhd)
22. M & A Securities Sdn. Bhd. 649,000 0.44
23 Menteri Kewangan Malaysia (Section 29 (SICDA)) 611,933 0.42
24. Tecity Management Pte. Ltd. 585,250 0.40
25. Public Nominees (Tempatan) Sdn. Bhd. 582,172 0.40
(Pledged sec a/c for Dato’ Tan Tiong Hian)
26. Suraya Elland Yusoff 526,000 0.36
27. Amanah Raya Nominees (Tempatan) Sdn. Bhd. 512,000 0.35
(Malaysia Progress Fund)
28. HLB Nominees (Tempatan) Sdn. Bhd. 487,500 0.33
(Pledged securities account for Dr. Mohammad Abdus Salim Bin S. Cassim)
29. Kenanga Nominees (Tempatan) Sdn. Bhd. 486,562 0.33
(Tan Sri Lim Goh Tong)
30. Mohammad Abdus Salim Bin S. Cassim 395,500 0.27
127,935,802 87.03
Note:
# Pledged Securities account for Ramuda Sdn Bhd.
DIRECTORS’ SHAREHOLDINGS AS AT 30 APRIL 2002
Direct Deemed % of Issued

Name Shareholdings Interest Share Capital
1. YBhg Dato’ Dr. Mohammad Abdus Salim bin S. Cassim 1,234,500 75,151,022 51.96
2. YBhg Dato’ Tan Teong Hean 671,740 75,151,022 51.58
3. YBhg Dato’ Dr. Yahya bin Ismail 9,375 31,500 0.03
4. Dr. Ng Wing Kong 44 * – –
5. Mr. Norman Ip Ka Cheung – – –
6. YBhg Dato’ Dr. Kathleen Ai Ling @ Maisarah bte Abdullah – – –
#
Shares held in trust. These shares arose from the aggregate of fractional shares consequent upon the bonus issues in 1991 and 1995.
ANALYSIS OF SHAREHOLDINGS 41
SUBSTANTIAL SHAREHOLDERS AS AT 30 APRIL 2002
Direct Deemed % of Issued

Name Shareholdings Interest Share Capital
1. Ramuda Sdn. Bhd. 60,451,833 14,699,189 *1 51.12

2. The Straits Trading Company Limited 29,625,887 – 20.15
3. Southern Bank Berhad 14,699,189 – 10.00
4. YBhg Dato’ Dr. Mohammad Abdus Salim bin S. Cassim 1,234,500 75,151,022 *2 51.96
5. YBhg Dato’ Tan Teong Hean 671,740 75,151,022 *2 51.58
*1 By virtue of its interest in Southern Bank Berhad.
*2 By virtue of their interest in Southern Bank Berhad and Ramuda Sdn. Bhd.
42 FIVE YEAR SUMMARY
FINANCIAL STATISTICS
Company
2001 2000 1999 1998 1997

RM’000 RM’000 RM’000 RM’000 RM’000
Profit before finance costs,
taxation and exceptional item 6,375 6,269 7,148 10,716 4,741
(Loss)/Profit after finance costs before
taxation and exceptional item (12,432) (13,021) (11,598) (13,697) (136)
Exceptional item (2,337) (6,400) (13,900) – –
(Loss)/Profit after finance costs and
exceptional item before taxation (14,769) (19,421) (25,498) (13,697) (136)
Income tax expenses – – 70 48 (730)
Net (loss)/profit attributable to shareholders (14,769) (19,421) (25,428) (13,649) (866)
Issued capital 73,500 73,500 73,500 73,500 73,500

Share premium 2,260 2,260 2,260 2,260 2,260
(Accumalated loss)/Retained profit (40,710) (25,941) (6,520) 18,908 33,086
Long term loans – – – – 149,666
Total capital employed 35,050 49,819 69,240 94,668 108,846
Investments 269,825 288,271 294,671 296,195 260,089
Net current liabilities (234,784) (238,466) (225,528) (201,644) (1,683)
Total net assets employed 35,050 49,819 69,240 94,668 108,846
Gross earnings per share

- before finance costs and
exceptional item (sen) 4.34 4.26 4.86 7.29 3.23
Gross earnings/(loss) per share
- after finance costs and
exceptional item (sen) (10.05) (13.21) (17.35) (9.32) (0.09)
Gross dividend per share (%) 0.00 0.00 0.00 1.00 2.94
Dividend cover (times) NM NM NM NM NM
Current ratio 0.03 0.02 0.01 0.02 0.97
Return on shareholders’ funds (%) (42.14) (38.98) (36.72) (14.42) (0.80)
Net tangible asset backing per share (sen) 23.84 33.89 47.10 64.40 74.04
NM : Not meaningful
FIVE YEAR SUMMARY 43
FINANCIAL STATISTICS
Group
2001 2000 1999 1998 1997

RM’000 RM’000 RM’000 RM’000 RM’000
Profit before finance costs,
taxation and exceptional item 67,757 49,716 21,184 16,115 29,947
Profit/(loss) after finance costs before
taxation and exceptional item 48,950 30,426 2,438 (8,298) 25,070
Exceptional item (822) 3,718 71,299 – –
Profit/(loss) after finance costs and
exceptional item before taxation 48,128 34,144 73,737 (8,298) 25,070
Income tax expenses (16,504) (18,699) 3,860 (8,744) (9,604)
Minority interest (1,299) (2,167) 2,299 351 636
Net profit/(loss) attributable to shareholders 30,325 13,278 79,896 (16,691) 16,102
Issued capital 73,500 73,500 73,500 73,500 73,500

Share premium 2,260 2,260 2,260 2,260 2,260
Capital reserve 72,833 71,976 71,988 72,559 73,067
Statutory reserve 93,662 69,367 53,355 43,276 34,177
Exchange fluctuation reserve (640) (12,954) (7,208) (6,238) –
Other reserve 328 328 328 282 –
Retained profit 96,604 105,302 108,292 37,941 63,480
Long term loans – – – – 149,666
Total capital employed 338,547 309,779 302,515 223,580 246,484
Associated companies 573,384 548,286 527,968 425,127 397,745
Net current liabilities (234,846) (238,521) (225,505) (201,624) (1,701)
Total net assets employed 338,547 309,779 302,515 223,580 246,484
Gross earnings per share

- before finance costs and
exceptional item (sen) 46.09 33.82 14.41 10.96 20.37
Gross earnings/(loss) per share
- after finance costs and
exceptional item (sen) 32.74 23.23 50.16 (5.64) 17.05
Gross dividend per share (%) 0.00 0.00 0.00 1.00 2.94
Dividend cover (times) NM NM NM NM 10.33
Current ratio 0.03 0.02 0.01 0.02 0.97
Return on shareholders’ funds (%) 8.96 4.29 26.41 (7.47) 6.53
Net tangible asset backing per share (sen) 230.30 210.73 205.79 152.10 167.68
NM : Not meaningful
44 FINANCIAL HIGHLIGHTS
TOTAL NET ASSETS EMPLOYED

(RM MILLION )
GROSS EARNINGS/(LOSS) PER SHARE

(SEN)
Earnings per share before finance costs and

exceptional item
Earnings per share after finance costs and

exceptional item
NET TANGIBLE ASSET PER SHARE

(SEN)
PROFIT/(LOSS) AFTER TAXATION

(RM MILLION )
YEAR IN BRIEF 45
Group Company
2001 2000 Change 2001 2000 Change
RM’000 RM’000 % RM’000 RM’000 %
Profit before finance costs

and taxation and exceptional items 67,757 49,716 36 6,375 6,269 1.7
Profit/(Loss) after finance costs

before taxation and exceptional items 48,950 30,426 61 (12,432) (13,021) 5
Exceptional items (822) 3,718 -122 (2,337) (6,400) 63
Net profit/(loss) attributable

to shareholders 30,325 13,278 128 (14,769) (19,421) 24
Total capital employed 338,547 309,779 9 35,050 49,819 -30
Total assets employed 580,056 552,866 5 276,553 292,901 -6
Net earnings/(loss) per share (sen) 20.63 9.03 128 (10.05) (13.21) 24
Gross dividend per share (%) – – – – – –
Net tangible assets backing

per share (sen) 230 211 9 24 34 -29
Return on shareholders’ funds (%) 9.0 4.3 109 (42.1) (39.0) -8

(Incorporated in Malaysia) Company No.: 40622-U
PROXY FORM
I/We,_____________________________________________________________________________ NRIC No.___________________

(Please Use Block Capitals)
of (full address)__________________________________________________________________________________
being (a) member(s) of KILLINGHALL (MALAYSIA) BHD . hereby appoint____________________________________
________________________________________________________________________________________________
(Full Name)
of (full address)__________________________________________________________________________________
or failing him,___________________________________________________________________________________
(Full Name)
as my/our proxy to vote for me/us and if necessary to demand a poll at the Annual General Meeting of the Company to
be held at Opal & Pearl Room, Ground Floor, Mandarin Oriental Kuala Lumpur, Kuala Lumpur City Centre, 50088 Kuala
Lumpur on Wednesday, 19 June 2002 at 4.00 p.m. and at any adjournment thereof. The proxy is to vote on the Ordinary
Resolutions set out in the Notice of the Meeting as indicated with an “X” in the appropriate places. If no specific direction
as to voting is given, the proxy will vote or abstain from voting at his discretion, as he will on any other matter arising at
the Meeting.
Resolution No. 1 2 3A 3B 4 5
For
Against
Dated this_______________day of_______________2002 (Signature)_______________________
Number of Shares Held
Notes:-
1. A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need
not be a member of the Company but in accordance with Section 149 of the Companies Act, 1965 of Malaysia, a member shall not be
entitled to appoint a person who is not a member of the Company as his proxy unless that person is a qualified legal practitioner, an
approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a member appoints two or
more proxies the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. The
instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time set for
holding the Meeting or any adjournment thereof.
2. In the case of a corporation, this form must be either under seal or signed by a duly authorized officer or attorney.
(fold here)
Affix
Postage
Stamp
Killinghall (Malaysia) Bhd

Level 3, Menara Southern Bank
83, Medan Setia 1
Plaza Damansara, Bukit Damansara
50490 Kuala Lumpur
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KILLINGHALL (MALAYSIA) BHD.

(Incorporated in Malaysia) Company No.: 40622-U

3................................. STATEMENT ACCOMPANYING NOTICE OF AGM

6..................................................................... CORPORATE INFORMATION

7..................................................... PROFILE OF BOARD OF DIRECTORS

10 ................................................................. AUDIT COMMITTEE REPORT

13 ........................................... CORPORATE GOVERNANCE STATEMENT

17 ...................................................................... CHAIRMAN’S STATEMENT

18 ............................................................................... DIRECTORS’ REPORT

21 ................................................................... REPORT OF THE AUDITORS

22 ............................................................................. INCOME STATEMENTS

23 ..................................................................................... BALANCE SHEETS

24 ................................................ STATEMENT OF CHANGES IN EQUITY

26 ...................................................................... CASH FLOW STATEMENTS

28 ........................................... NOTES TO THE FINANCIAL STATEMENTS

38 ................................................................... STATEMENT BY DIRECTORS

38 .... DECLARATION BY THE DIRECTOR PRIMARILY RESPONSIBLE

39 ........................................................... ANALYSIS OF SHAREHOLDINGS

42 .............................................................................. FIVE YEAR SUMMARY

44 ......................................................................... FINANCIAL HIGHLIGHTS

45 ........................................................................................... YEAR IN BRIEF

2 NOTICE OF THE TWENTY FOURTH ANNUAL GENERAL MEETING

2. To approve directors’ remuneration. (Resolution 2)

6. To transact any other ordinary business of the Company.

BY ORDER OF THE BOARD

SEOW FEI SAN

STATEMENT ACCOMPANYING NOTICE OF AGM 3

Names of Individuals who are standing for re-election: -

1. Pursuant to Article 100 of the Articles of Association of the Company: -

2. Pursuant to Section 129(6) of the Companies Act, 1965: -

i) YBhg Dato’ Dr. Yahya bin Ismail.

4 STATEMENT ACCOMPANYING NOTICE OF AGM

STATEMENT ACCOMPANYING NOTICE OF AGM 5

Details of attendance at Board Meetings are as follows: -

Date of Meeting 30 May 2001 27 June 2001 29 Aug 2001 Total

i) YBhg Dato’ Dr. Mohammad ✓ ✓ ✓ 3

ii) YBhg Dato’ Tan Teong Hean ✓ ✓ ✓ 3

iii) YBhg Dato’ Dr. Yahya bin Ismail ✓ ✓ ✓ 3

iv) Dr. Ng Wing Kong ✓ - ✓ 2

v) Mr. Norman Ip Ka Cheung* - - ✓ 1

vi) YBhg Dato’ Dr. Maisarah Abdullah ✓ ✓ ✓ 3

Legend : “✓” = Attended “-” = Absent

YBhg. Dato’ Tan Teong Hean, D.S.A.P., D.I.M.P., S.I.M.P., F.I.B.M.

Dr. Ng Wing Kong, Ph.D., D.I.C., A.R.S.M., F.I.M.M., C.Eng.

Mr. Norman Ip Ka Cheung, B.Sc (Econs), C.P.A.

Ms Seow Fei San Panama Resources Sdn. Bhd. (229948-U)

Level 3, Menara Southern Bank

PROFILE OF BOARD OF DIRECTORS 7

YBHG. DATO’ TAN TEONG HEAN, D.S.A.P., D.I.M.P., S.I.M.P., F.I.B.M.

8 PROFILE OF BOARD OF DIRECTORS

DR. NG WING KONG, PH.D., D.I.C., A.R.S.M., F.I.M.M., C.ENG.

PROFILE OF BOARD OF DIRECTORS 9

MR. NORMAN IP KA CHEUNG, B.SC (ECONS), C.P.A.

DISCLOSURE REQUIREMENTS PURSUANT TO THE LISTING REQUIREMENTS

10 AUDIT COMMITTEE REPORT

COMPOSITION AND DESIGNATION

1. Dr. Ng Wing Kong

2. YBhg Dato’ Dr. Yahya bin Ismail

3. Mr. Norman Ip Ka Cheung