Contents :

1. INTRODUCTION

1.1 Whereas ATSB, the 95.5% owned subsidiary of the Company, is the owner of the oil palm estate (974.8 acres) held under title no. CL115367201 and situated at Ulu Segama in the District of Lahad Datu, Sabah together with one (1) unit semi detached staff quarters, three (3) blocks of labourlines, one (1) unit workshop/store built thereon and one (1) unit generator set (hereinafter referred to as "the Property").

1.2 ATSB has on 4 September 2003 entered into a conditional Sale and Purchase Agreement ("the Agreement") with TPSB in respect of the proposed disposal of the Property at a total cash consideration of RM5,848,800/.

1.3 ATSB shall hereinafter be referred to as"the Vendor".

1.4 TPSB shall hereinafter be referred to as "the Purchaser".

1.5 The proposed disposal of the Property shall hereinafter be referred to as "the Proposed Disposal".

2. DETAILS OF THE PROPOSED DISPOSAL

2.1 PURCHASER

NAME	ADDRESS	DISPOSAL CONSIDERATION
TPSB	5th Floor Bangunan Lian Shong No. 71E, Jalan Ibrahim 80000 Johor Bahru Johor, Malaysia	RM5,848,800/-

2.2 Liability Assumed

No liability was assumed by the Company in connection with the Proposed Disposal.

2.3 Basis of Arriving at the Disposal Consideration

The Disposal Consideration of RM5,848,800/- was arrived at on a willing-buyer willing-seller basis.

2.4 Payment Terms

2.4.1(i) Upon the signing of the Agreement, TPSB shall pay a sum of RM584,880/- less the sum of RM150,000/- already paid as earnest money by TPSB to Messrs. Chin Lau Wong & Foo, Sandakan (hereinafter referred to as "the Solicitors Firm").

(ii) The Solicitors Firm is authorised to release the said earnest money of RM150,000/- to ATSB upon the following conditions:

(a) Successful lodgement of caveat;
(b) Obtaining a confirmation from the Central Land Office, Kota Kinabalu that the Property is free from encumbrances except for the charge in favour of RHB Bank Berhad ("RHB").
(c) Upon the receipt of the redemption statement from RHB.

(iii) Subject to the availability of the said land title no. CL115367201 for conveyancing and Central Land Office registration purposes, the balance disposal consideration of RM5,263,920/- shall be paid to ATSB through the Solicitors Firm as Stakeholder within three (3) months from the date of the Agreement with the extension of another one (1) month subject to payment of interest at the rate of eight per centum (8%) per annum on the balance outstanding.

(iv) If for any reason not attributable to the fault of TPSB, the adjudication of the transfer for stamp duty is not completed within the prescribed period for payment as specified in Clause (iii) hereinabove, the same period of payment shall be extended by one (1) month from the date TPSB or the Solicitors Firm are being notified of the ad valorem stamp duty payable on the transfer.

(v) In the event that the said land title no. CL115367201 is available but TPSB fails to pay the balance disposal purchase consideration within the period as specified in Clause (iii) hereinabove, then the Agreement shall automatically become null and void whereupon the said sum of RM584,880/- paid by TPSB under Clause (i) hereinabove shall be wholly forfeited by ATSB and thereafter ATSB shall be entitled to resell the said land to a third party without any interference from TPSB.

2.5 COST OF INVESTMENT

The original cost of investment is as follows:

Period of Investment	Original Cost of Investment RM
January 1987 to June 2003	4,639,409

2.6 BACKGROUND INFORMATION OF THE PURCHASER

TPSB is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 4 March 1996 and it is principally involved in the operation of oil palm plantation.

The authorised share capital of TPSB is RM5,000,000/- divided into 5,000,000 shares of RM1.00 each of which 1,000,000 shares have been issued and fully paid-up.

2.7 Expected Losses Arising from the Proposed Disposal

Disposal Price (RM)	* Net Book Value 30/06/03 (RM)	(Loss) (RM)
5,848,800	5,895,438	(46,638)

* Based on the unaudited net book value of the revalued Property as at 30 June 2003.


3. RATIONALE OF THE PROPOSED DISPOSAL

The Proposed Disposal is part of the strategy of the Company in improving the synergy of its plantation operations. The location of the Property is remote logistically and not cost beneficial to the operations of the Group's existing plantations and mills. The part utilisation of the proceeds from the Proposed Disposal to redeem ATSB's bank borrowings will reduce the gearing level of the Group.


4. UTILISATION OF PROCEEDS FROM THE PROPOSED DISPOSAL

The proceeds from the Proposed Disposal will be partly utilised to redeem the ATSB's bank borrowings and the remainder for the Group's working capital.

5. APPROVAL REQUIRED

The Proposed Disposal is not subject to the approval of the Shareholders or any other authority.


6. EFFECTS OF THE PROPOSED DISPOSAL

6.1 Share Capital

The Proposed Disposal will not have any effect on the Share Capital of NPC.

6.2 Net Tangible Assets

The Net Tangible Assets of NPC Group shall not be materially affected by the Proposed Disposal.

6.3 Earnings

The earnings per share of NPC Group for the financial year ending 31 December 2003 will not be materially affected by the Proposed Disposal.

6.4 Substantial Shareholding

The Proposed Disposal will not have any effect on the substantial shareholding of NPC.

7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the Directors and/or substantial shareholders of NPC and persons connected with them have any interest, direct or indirect, in the Proposed Disposal.

8. DIRECTORS' STATEMENT

The Board of Directors after careful deliberation is of the opinion that the Proposed Disposal is expected to contribute positively to the NPC Group.

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