Contents :

1	To receive and consider the audited financial statements for the year ended 31 December 2002 and the Directors and Auditors Reports thereon;			RESOLUTION 1
2	To declare a final dividend of 3% tax exempt for the year ended 31 December 2002;			RESOLUTION 2
3	To re-elect the following retiring Directors:
	(a)	Dr Tan Tat Wai;		RESOLUTION 3
	(b)	Mr Yap Peng Leong;		RESOLUTION 4
4	To consider and, if thought fit, pass the following resolution:
	THAT pursuant to Section 129(6) of the Companies Act, 1965, YA Bhg Tun Dato Seri Dr Lim Chong Eu who has attained the age of 70 be re-appointed as a Director of the Company to hold office as a Director until the conclusion of the next annual general meeting of the Company;			RESOLUTION 5
5	To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and authorise the Directors to fix their remuneration;			RESOLUTION 6
6	To approve the payment of Directors fees of RM340,000/- to be divided amongst the Directors in such manner as the Directors may determine.			RESOLUTION 7
Special Business
To consider and, if thought fit, pass the following resolutions:
7	Ordinary Resolutions:
7.1	Authority To Issue Shares
	THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company;			RESOLUTION 8
7.2	Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a revenue or trading nature with NSL Group, HIMB Group, HLI Group and HL Credit Group, CWH Group, Southern Corporation, Su Hock, HBH and HBE, CHI, Kim Co and HL Asia
	THAT:
	1	approval be and is hereby given to the Company and its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature referred to in Section 5 of the Circular to Shareholders dated 23 May 2003 (the Circular) with:-
		(a)	NSL Group	RESOLUTION 9
		(b)	HIMB Group, HLI Group and HL Credit Group	RESOLUTION 10
		(c)	CWH Group	RESOLUTION 11
		(d)	Southern Corporation	RESOLUTION 12
		(e)	Su Hock	RESOLUTION 13
		(f)	HBH and HBE	RESOLUTION 14
		(g)	CHI	RESOLUTION 15
		(h)	Kim Co	RESOLUTION 16
		(i)	HL Asia	RESOLUTION 17
		who fall within the classes of Mandated Related Parties referred to in the Circular, which shall be considered and approved as separate mandates, provided that such transactions are in the ordinary course of business and are on terms not more favourable than those generally available to the public and not to the detriment of the minority shareholders;
	2	such approval shall only continue to be in force until:-
		(a)	the conclusion of the next Annual General Meeting (AGM) of the Company;
		(b)	the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
		(c)	revoked or varied by resolution passed by the shareholders in general meeting,
		whichever is the earlier; and
	3	the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to this resolution.
7.3	Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a revenue or trading nature among SSB Group
	"THAT:
	1	approval be and is hereby given to the Company and its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature referred to in Section 5 of the Circular among SSB Group who fall within the classes of Mandated Related Parties referred to in the Circular, provided that such transactions are in the ordinary course of business and are on terms not more favourable than those generally available to the public and not to the detriment of the minority shareholders;		RESOLUTION 18
	2	such approval shall only continue to be in force until:-
		(a)	the conclusion of the next Annual General Meeting (AGM) of the Company;
		(b)	the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
		(c)	revoked or varied by resolution passed by the shareholders in general meeting,
		whichever is the earlier; and
	3	the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to this resolution.
8	Special Resolution:
8.1	Proposed Amendment to the Articles of Association of the Company			RESOLUTION 19
	THAT the existing Article 106 which reads as follows: The quorum necessary for convening a meeting of the directors shall be five (5) and a meeting of the directors for the time being at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these Articles vested in or exercisable by the directors generally. be amended by deleting the word five (5) in line 1 and substituting with the word three (3) to read as: The quorum necessary for convening a meeting of the directors shall be three (3) and a meeting of the directors for the time being at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these Articles vested in or exercisable by the directors generally.
9	To consider any other business of which due notice shall have been given.

Ordinary Resolutions:

(a) Authority To Issue Shares

Subject to exceptions provided in the Companies Act, 1965, the Directors would have to call for a General Meeting to approve the issue of new shares even though the number involved is less than 10% of the issued capital.

In order to avoid any delay and cost involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be now empowered to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.
(b) Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

This Ordinary Resolution proposed under items 7.2 and 7.3, if passed, will authorise the Company and/or its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. Please refer to the Circular for more information.

(c) Proposed Amendment to the Articles of Association of the Company

The special resolution proposed under item 8 if passed, will change the necessary quorum for convening a meeting of the directors from the existing five (5) to three (3).

This announcement is dated 22 May 2003.

Query Letter Contents :