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Content-YEE - Weida Report... · 2013. 6. 12. · YBhg. Datuk Dr. Stalin Hardin Independent Director Jee Hon Chong Executive Director Chew Chin Choong Executive Director Lai Lim Hon

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    NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of the Company will be held at the Company’spremises, Wisma Hock Peng, 2nd Floor, 123, Green Heights, Jalan Lapangan Terbang, 93250 Kuching, Sarawakon Thursday, 27 September 2007 at 10.00 am for the following purposes:-

    AGENDA

    1. To receive the Audited Financial Statements for the financial year ended 31 March 2007together with the Reports of the Directors and Auditors thereon.

    2. To declare a first and final dividend of 4.0 sen per share less 27% income tax, in respect ofthe financial year ended 31 March 2007 as recommended by the Directors.

    3. To approve the payment of Directors’ fees amounting to RM294,000 for the financial yearending 31 March 2008.

    4. To re-elect the following Directors who retire in accordance with Article 81 of the Company’sArticles of Association and being eligible, offer themselves for re-election:-(i) YBhg. Datuk Dr. Stalin Hardin(ii) Mr. Jee Hon Chong(iii) Mr. Chew Chin Choong

    5. To re-appoint Messrs. KPMG as the Company’s auditors and to authorise the Directors tofix their remuneration for the ensuing year.

    6. As special business

    To consider and, if thought fit, pass the following resolutions as ordinary and specialresolutions:-

    Ordinary Resolution� Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

    “THAT pursuant to Section 132D of the Companies Act, 1965 and subject always to theapproval of the relevant authorities, the Directors be hereby empowered to issue shares inthe Company from time to time and upon such terms and conditions and for such purposesas the Directors may deem fit, provided that the aggregate number of shares issued pursuantto this resolution does not exceed 10% of the issued share capital of the Company for thetime being AND THAT the Directors are hereby empowered to obtain approval for thelisting and quotation of the additional shares so issued on Bursa Malaysia Securities BerhadAND THAT such authority shall continue in force until the conclusion of the next annualgeneral meeting of the Company.”

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    Resolution 1

    Resolution 2

    Resolution 3Resolution 4Resolution 5

    Resolution 6

    Resolution 7

    Notice Of Eighth Annual General Meeting

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    Ordinary Resolution� Proposed renewal of authority for purchase of own shares by the Company

    “THAT, subject always to the Companies Act, 1965 (“the Act”), rules, regulations andorders made pursuant to the Act, provisions of the Company’s Memorandum and Articlesof Association and the requirements of Bursa Malaysia Securities Berhad (“BursaSecurities”) and any other relevant authority, the Directors of the Company be herebyunconditionally and generally authorised to purchase and hold on the market of BursaSecurities such number of ordinary shares of RM0.50 each (“Shares”) in the Company(“Proposed Share Buy-Back”) as may be determined by the Directors of the Company(“Directors”) from time to time through Bursa Securities upon such terms and conditionsas the Directors may deem fit, necessary and expedient in the interest of the Companyprovided that the total aggregate number of Shares purchased and/or held or to bepurchased and/or held pursuant to this resolution shall not exceed 13,333,333 Sharesrepresenting approximately ten percent (10%) of the total issued and paid-up share capitalof 133,333,332 Shares of the Company as at 6 August 2007 and an amount not exceedingthe Company’s retained profit reserve based on the Company’s audited retained profitsreserve as at 31 March 2007, be allocated by the Company for the Proposed Share Buy-Back AND THAT, such Shares purchased are to be retained as treasury shares anddistributed as dividends and/or resold on the market of Bursa Securities, or subsequentlymay be cancelled AND THAT the Directors be hereby authorised and empowered to do allacts and things and to take all such steps and to enter into and execute all commitments,transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers,assignments and/or guarantees as they may deem fit, necessary, expedient and/orappropriate in order to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variationsand/or amendments, as may be required or imposed by any relevant authority or authoritiesAND FURTHER THAT the authority hereby given shall commence immediately uponpassing of this ordinary resolution and shall continue in force until:-

    (a) the conclusion of the first annual general meeting of the Company following thegeneral meeting at which such resolution was passed at which time it shall lapseunless by ordinary resolution passed at that meeting, the authority is renewed, eitherunconditionally or subject to conditions;

    (b) the expiration of the period within which the next annual general meeting after thatdate is required by law to be held;

    (c) revoked or varied by ordinary resolution passed by the shareholders in generalmeeting;

    whichever occurs first, in accordance with the provisions of the guidelines issued by BursaSecurities or any other relevant authorities.”

    Special Resolution� Proposed amendments to the Company’s Articles of Association

    “THAT the proposed amendments to the Company’s Articles of Association as set out inthe Appendix A be hereby approved.”

    7. To transact any other business which may properly be transacted at an annual generalmeeting, due notice of which shall have been previously given in accordance with theCompanies Act, 1965 and the Company’s Articles of Association.

    Resolution 8

    Resolution 9

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    Notice Of Eighth Annual General Meeting (continued)

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    Notice Of Dividend Entitlement And Payment

    NOTICE IS ALSO HEREBY GIVEN that the first and final dividend of 4.0 sen per share less 27% income tax, inrespect of the financial year ended 31 March 2007, if approved at the Eighth Annual General Meeting, will be payableon 23 November 2007 to depositors whose names appear in the Record of Depositors on 5 November 2007.

    A Depositor shall qualify for entitlement only in respect of:-

    (a) shares transferred into the Depositor’s Securities Account before 4.00 pm on 5 November 2007 in respect oftransfer; and

    (b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of BursaMalaysia Securities Berhad.

    BY ORDER OF THE BOARD

    VOON JAN MOI (MAICSA 7021367)WANG TIN NGEE (MIA 11670)Joint Company Secretaries

    Dated : 5 September 2007Kuching, Sarawak

    Explanatory notes on special business

    Ordinary resolution in relation to authority to issue shares pursuant to Section 132D of the Companies Act,1965The proposed resolution No. 7 in relation to authority to issue shares pursuant to Section 132D of the Companies Act,1965, if passed, will empower the Directors to issue and allot shares up to an aggregate amount not exceeding 10%of the issued share capital of the Company for the time being, for such purposes as the Directors consider would bein the interests of the Company. This authority unless revoked or varied at a general meeting will expire at the nextannual general meeting. With this authority, the Company will be able to raise capital from the equity market in ashorter period of time and the costs to be incurred will also be lower as the need to convene an extraordinary generalmeeting will be dispensed with.

    Ordinary resolution in relation to proposed renewal of authority for purchase of own shares by the CompanyThe proposed resolution No. 8, if passed, will renew the authority for the Company to purchase up to ten per cent(10%) of the issued and paid-up ordinary share capital of the Company through Bursa Malaysia Securities Berhad.The authority to purchase share will expire at the conclusion of the next Annual General Meeting, unless revoked orvaried by ordinary resolution passed by shareholders at general meeting.

    Please refer to the Statement to Shareholders dated 5 September 2007 for further information.

    Special resolution in relation to proposed amendments to the Company’s Articles of AssociationThe proposed resolution No. 9 is to be in line with the amendments made to the Bursa Malaysia Securities ListingRequirements.

    Notes:-1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965

    shall not apply to the Company.2. To be valid, the duly completed proxy form must be deposited at the Registered Office of the Company at Wisma Hock Peng,

    Ground Floor to 2nd Floor, 123, Green Heights, Jalan Lapangan Terbang, 93250 Kuching, Sarawak not less than 48 hoursbefore the time set for holding the meeting or any adjournment thereof.

    3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that theprovisions of Section 149(1)(c) of the Companies Act, 1965 are complied with.

    4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of hisshareholdings to be represented by each proxy.

    5. If the appointor is a corporation, the proxy form must be executed under its common seal or under the hand of an officer orattorney duly authorised.

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    DIRECTORS

    Tuan Haji Su’ut Bin Haji SuhailiIndependent Deputy Chairman

    YBhg. Dato’ Lee Choon ChinGroup Managing Director

    YBhg. Datu Voon Chen Hian@ Voon Chen KokIndependent Director

    YBhg. Datuk Dr. Stalin HardinIndependent Director

    Jee Hon ChongExecutive Director

    Chew Chin ChoongExecutive Director

    Lai Lim HonExecutive Director

    Tok Jiak YongExecutive Director

    COMPANY SECRETARIES

    Voon Jan Moi(MAICSA 7021367)

    Wang Tin Ngee(MIA 11670)

    AUDITORS

    KPMGLevel 6, Westmoore House,Twin Tower Centre, Rock Road,93200 Kuching, Sarawak, Malaysia.Tel : 082-422 699Fax : 082-422 399

    BANKERS

    Malayan Banking BhdRHB Bank BhdUnited Overseas Bank (Malaysia) BhdHong Leong BankHSBC Bank Malaysia BhdOCBC Bank (Malaysia) BhdAlliance Bank Bhd

    ADVOCATES & SOLICITORS

    Alvin Chong & PartnersSio & Ting Advocates

    SHARE REGISTRAR

    Symphony Share Registrars Sdn BhdLevel 26, Menara Multi Purpose,Capital Square, No. 8,Jalan Munshi Abdullah,50100 Kuala Lumpur, Malaysia.Tel : 03-2721 2222Fax : 03-2721 2530 / 2721 2531E-mail : [email protected]

    REGISTERED OFFICE

    Wisma Hock Peng,Ground Floor to 2nd Floor,123, Green Heights, Jalan Lapangan Terbang,93250 Kuching, Sarawak, Malaysia.Tel : 082-456 456Fax : 082-459 000E-mail : [email protected]

    COUNTRY OF INCORPORATIONAND DOMICILE

    Malaysia

    STOCK EXCHANGE LISTING

    Main Board of Bursa Malaysia Securities BerhadStock Name : WEIDAStock Code : 7111

    Corporate Information

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    Board Of Directors

    Tuan Haji Su’ut Bin Haji SuhailiIndependent Deputy Chairman

    YBhg. Dato’ Lee Choon ChinGroup Managing Director

    YBhg. Datu Voon Chen Hian @ Voon Chen KokIndependent Director

    YBhg. Datuk Dr. Stalin HardinIndependent Director

    Jee Hon ChongExecutive Director

    Chew Chin ChoongExecutive Director

    Lai Lim HonExecutive Director

    Tok Jiak YongExecutive Director

    From left to right: Chew Chin Choong, Jee Hon Chong, Tuan Haji Su’ut Bin Haji Suhaili,YBhg. Datu Voon Chen Hian @ Voon Chen Kok, YBhg. Dato’ Lee Choon Chin,YBhg. Datuk Dr. Stalin Hardin, Lai Lim Hon, Tok Jiak Yong

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    YBhg. Datuk Dr. Stalin Hardin 65, Malaysian

    YBhg. Datuk Dr. Stalin Hardin was appointed to the Board as an Independent Director of the Company on 16 December2000. He is the Chairman of the Audit Committee as well as a member of the Nominating Committee and theRemuneration and Compensation Committee. He is also the Senior Independent Director to whom concerns regardingthe Company may be conveyed.

    YBhg. Datuk obtained his Doctor of Medicine degree from the University Of Toronto, Canada in 1966 and a Master ofPublic Health post-graduate degree from Tulane University, United States of America in 1970. He served with theHealth Department, Sarawak in various capacities for 29 years and retired as its Director in 1996.

    YBhg. Datu Voon Chen Hian @ Voon Chen Kok 63, Malaysian

    YBhg. Datu Voon Chen Hian @ Voon Chen Kok was appointed to the Board as an Independent Director of theCompany on 25 October 2000. He serves as the Chairman of the Nominating Committee and also as a member ofthe Remuneration and Compensation Committee.

    YBhg. Datu holds a Bachelor of Engineering (Civil) from University of Tasmania, Australia. He started his career withthe Public Works Department of Sarawak in 1969, serving in various positions culminating as the Director of PublicWorks for five years before he assumed the post of Chief Executive Officer to Sarawak Incorporated Sdn. Bhd. until2005.

    YBhg. Dato’ Lee Choon Chin 53, Malaysian

    YBhg. Dato’ Lee Choon Chin, the Group Managing Director, was appointed to the Board on 25 October 2000. He isalso a member of the Remuneration and Compensation Committee.

    YBhg. Dato’ graduated with a Bachelor of Science (Hons) from University of Malaya in 1978. He first started hiscareer as the Sarawak Manager of 3M (Malaysia) Sdn. Bhd., an American multinational company. Upon leaving 3Min 1983, he incorporated Weida which was to become the Weida Group today. As a founding shareholder, YBhg.Dato’ actively continues to lead the Group in the capacity of Group Managing Director, as well as being Director insubsidiary companies.

    Tuan Haji Su’ut Bin Haji Suhaili 60, Malaysian

    Tuan Haji Su’ut Bin Haji Suhaili, the Deputy Chairman of the Board, was appointed as an Independent Director of theCompany on 25 October 2000, before Weida Group is listed on Bursa Malaysia Securities Berhad. He is activelyserving on all Board Committees, namely as Chairman of the Remuneration and Compensation Committee and asmembers of the Audit Committee and Nominating Committee.

    Tuan Haji is an MBA graduate from Henley Brunel University in the United Kingdom. His 30 years of dedicatedservice with the Government took him through to various positions such as Permanent Secretary to Ministries as wellas exposure to a wide spectrum of industries before he retired as General Manager of Bintulu Development Authorityin 2002.

    Profile Of Directors

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    Notes:a) The Directors have no family relationship with each other or the major shareholders except YBhg. Dato’ Lee Choon Chin,

    whose spouse is one of the major shareholders of the Company.b) None of the Directors have been convicted of any offences other than traffic offences for the last 10 years.c) None of the Directors have any conflict of interest with the company and other directorship of public companies.

    Tok Jiak Yong 44, Malaysian

    Tok Jiak Yong was appointed to the Board as an Executive Director on 6 May 2002. Upon graduation in 1993, hestarted his career in the Sales and Marketing Department of Weida as an executive.

    Mr. Tok was subsequently promoted to be a Director of two of the marketing subsidiaries of the Group. Mr. Tokplayed an instrumental role in the sales driven growth of the Group since the 1990s. He is presently responsible forthe marketing and sales functions of major projects in Sarawak.

    Lai Lim Hon 57, Malaysian

    Lai Lim Hon was appointed to the Board as an Executive Director on 6 May 2002. He graduated with an HonoursDegree in Civil Engineering from University of Malaya in 1975. He subsequently obtained his Master of EngineeringScience from University of New South Wales, Australia.

    Mr. Lai started his career with the Public Works Department of Sarawak (“PWD”) where he served for 20 years,specialising in water supplies and sewage. He left PWD as its Chief Hydraulics Engineer in 1995 to be a partner ofa leading firm of consulting engineers. He joined Weida in 1997 and has been heading the Group’s Engineering andTechnical Divisions since then.

    Chew Chin Choong 38, Malaysian

    Chew Chin Choong was appointed to the Board as an Executive Director on 27 November 2001. He is also amember of the Audit Committee. He is an economics graduate holding a B. Sc (Hons) degree from the LondonSchool of Economics and Political Science and a Chartered Accountant with the Institute of Chartered Accountantsin England and Wales.

    Mr. Chew has a total of more than 15 years experience in audit, consulting, finance and accounting functions in publiclisted companies and international accounting firms. These include RHB, Arthur Andersen andPricewaterhouseCoopers. Mr. Chew is now the head of the finance and accounting functions of the Group.

    Jee Hon Chong 48, Malaysian

    Jee Hon Chong was appointed to the Board as an Executive Director on 25 October 2000. He graduated from TunkuAbdul Rahman College and subsequently obtained his degree in Mechanical Engineering from the EngineeringCouncil, United Kingdom.

    Mr. Jee is one of the pioneers of the Group, being the first factory engineer when Weida commenced manufacturingoperations in Kuching in 1988. Subsequently, he successfully commissioned another two factories in Kota Kinabaluand Nilai, which marked the entry of Weida into Sabah and Peninsular Malaysia. Presently, he heads the Group’smanufacturing operations and telecommunication infrastructure division.

    Profile Of Directors

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  • Waste Water Infrastructure

    With over 20 years of track record in thewaste water sector, WEIDA offers a fullspectrum of experience and expertisefor optimal process design, treatment,structural integrity, durability andreliability.

    WEIDA undertakes contract works forlarge scale activated sludge sewagetreatment plants on turnkey design andbui ld basis to suit customers’requirements as well as rehabilitationand maintenance works.

    WEIDA’s Polypass systems areproprietary prefabricated modularsewage treatment plants employing theextended aeration activated sludgetreatment process.

    Manufacturing and Installationof Waste Water Pipelines

    WEIDA Double Wall Corrugated HDPEPipes are the preferred and superioralternative to conventional concrete andclay pipes. We provide technicalassistance in pipe laying and installationworks.

    Floline 3-W Pipes are large diameterpipes with superior ring and bendingstiffness for use in underground oraboveground gravity and low pressureapplications in irrigation and civil worksincluding culverts, drainage and wastewater conveyance.

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    WASTE WATER TREATMENT

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    Statement from Group Managing Director

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    On behalf of the Board of Directors of Weida (M) Bhd., I am pleased to present the Annual Report and theFinancial Statements of the Group and the Company for the financial year ended 31 March 2007.

    FINANCIAL REVIEW

    The Group had a sterling year in 2007. Both turnover and profits reached new highs. Turnover jumped 39% toRM184.82 million for the year ended 31 March 2007 (FY2006: RM132.71 million). With strong revenue growth, profitbefore tax soared by 48% to RM20.64 million (FY2006: RM13.95 million), while profit after tax attributable to theshareholders of the Company stood at RM14.69 million. This translated into net earnings per share of 11 sen(FY2006: 6 sen).

    The steep increase in both turnover and profit is the result of management strategies and actions taken in previousyears to grow all business segments, organically and through diversification.

    As shown in Note 22 in the Financial Statements, turnover for the manufacturing segment grew 17% to RM86.05million, while the works segment jumped 77% to RM79.91 million and services increased 36% to RM18.87 million(compared to the previous financial year). The 77% jump in revenue for the works segment was partly due toincreased contributions kicking in from the telecommunication infrastructures division which commenced operationsin FY2006.

    The shareholders’ funds, buoyed by the profitability of the Group, have increased to RM117.66 million as at 31 March2007 from RM106.45 million as at 31 March 2006, up 11%.

    DIVIDENDS

    Weida is committed to deliver shareholder value through a balanced approach in the distribution of dividends, takinginto account opportunities to reinvest profits to enhance earnings growth and the need to pay an attractive dividendto shareholders.

    In view of the positive performance of the Group, The Board is pleased to propose a first and final gross dividend of4.0 sen per share for the financial year ended 31 March 2007 (FY2006: 2.0 sen), less income tax, subject toshareholders’ approval at the forthcoming Annual General Meeting of the Company. This represents a 27% distributionof the Group’s net earnings per share of 11 sen for the financial year ended 31 March 2007, and translates into agross dividend yield of 5.7% (based on 31 March 2007 closing share price of RM0.70). The Board believes that thisis an appropriate distribution ratio given that the amount needed to fund the continuing expansion of the Group ismore than the cash stream generated from operations currently.

    “The Group has been successful indiversifying into the construction oftelecommunication infrastructures andbulk storage systems, leveraging onits design-and-build and workscapabilities. From being a water andsewerage specialist, the Group hassuccessfully expanded to become aUtilities Infrastructure Specialist”.

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    Statement from Group Managing Director (continued)

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    OPERATING ENVIRONMENT

    Our customers are mainly fromthe construction, property development, plantations and Government sectors.

    The above operating results were achieved amidst better market conditions in the financial year ended 31 March2007.

    According to statistics from the Ministry of Finance, the growth of the Malaysian economy accelerated to 5.9% in thefiscal year 2006 (2005: 5.0%) while the construction sector continued to register a decline for a third year in a row, at-0.5% in 2006 (2005: -1.8%). On the other hand, the plantations sector continues to do well on the back of healthycrude palm oil prices.

    In the first quarter ended 31 March 2007, the growth rate of the Malaysian economy moderated to 5.3%. In the sameperiod, the construction sector strengthened to grow at 4.0% underpinned by robust activities in the civil engineeringand non-residential sub-sectors.

    The Government’s development spending under the Ninth Malaysia Plan began to flow through.

    In terms of raw materials, the price of polyethylene, being a petroleum derivative, had risen steadily in the course ofthe financial year ended 31 March 2007 in line with rising oil prices.

    OPERATIONS REVIEW

    BUSINESS EXPANSION

    As a follow up from our statement last year, we are pleased to inform all our stakeholders that the Group has beensuccessful in diversifying into the construction of telecommunication infrastructures and bulk storage systems,leveraging on its design-and-build and works capabilities. From being a water and sewerage specialist, the Grouphas successfully expanded to become a Utilities Infrastructure Specialist with four business activities, namely:-

    (i) water infrastructure;(ii) waste water infrastructure;

    (iii) bulk storage systems; and

    (iv) telecommunication infrastructures.

    The strong growth in turnover and profit for the year under review was partly the result of actions taken in the previousyear to expand through diversification.

    During the year ended 31 March 2007, we have further planted new seeds of growth. The acquisition of a controllingstake in Bumi Suria Ventures Sdn. Bhd. (“BSV”) marks our diversification into the oil palm plantation industry. BSVowns 5,705 hectares of jungle land in central Sarawak that is currently being developed into an oil palm plantation,which will contribute positively to earnings when fully developed within 5 years.

    Having diversified rapidly in the past 2 years, we will now focus on building both our new and existing businesses.Further opportunities to leverage on our resources, strengths and expertise will be considered on a selective basis.

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    Statement from Group Managing Director (continued)

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    INDUSTRY TRENDS AND DEVELOPMENT

    Water and Waste Water Infrastructures

    The Weida Group is a truly integrated specialist in the water and sewerage sectors as a:-

    (a) manufacturer of polyethylene engineering products;(b) design-and-build turnkey specialist of water and sewerage infrastructure;

    (c) service provider in trenchless mapping, investigation, repair and rehabilitation of water and sewer pipes and

    other buried utility assets; and

    (d) concessionaire in the management, operations and maintenance of septic sludge treatment plants.

    Manufacturing

    As a polyethylene engineering products manufacturer, Weida is the largest player in Malaysia in terms of size andproduct range. In addition, we remain as the only manufacturer with full presence nationwide with three manufacturingplants strategically located in Nilai, Kuching and Kota Kinabalu. The barriers of entry into this industry are high:substantial capital investment, intensive research and development programmes and specialist technological expertisedeveloped in-house over the years. This industry is generally capital intensive for big scale manufacturers. Theindustry players have generally remained the same during the year under review.

    Margins are stable during the year under review. Over the longer term, prospects of the polyethylene productsindustry remain bright as polyethylene water storage tanks and sewage tanks are superior to their metal and concretecounterparts due to their qualities of being corrosion resistant, durable, leakage-proof, lightweight, hygenic and weatherresistant. Currently, the trend is that polyethylene water and sewage tanks will gradually replace metal and concreteones in the future.

    Design and Build Projects

    Beyond manufacturing, Weida also undertakes significant design-and-build projects that involve turnkey engineeringworks and/or specially designed products manufactured in-house. New water and sewerage infrastructure in bothurban and rural areas will continue to be needed as the country continues to develop. This is particularly so in Sabahand Sarawak, which is an area of focus in the Government’s development plans and where Weida has a strongpresence.

    Weida’s manufactured products specially engineered for design-and-build projects will continue to command highermargins than standard products due to our unique and proprietary technologies incorporated into such products.

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    Statement from Group Managing Director (continued)

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    Mapping, Investigation and Rehabilitation of Buried Utility Assets

    Through its subsidiary, Utic Services Sdn. Bhd., Weida is a market leader in trenchless (i.e. no-dig) pipeline mapping,investigation and rehabilitation services in the country. The demand for such services is continuing to increase in thecountry as a significant portion of water and sewerage networks in Malaysia is more than 30 years old. Given that thecountry has more than 92,200 km of water pipeline (in 2003) and 14,800 km of sewerage network (in 2005), thepotential for no-dig pipeline rehabilitation solutions are enormous, especially as water and sewerage expenditurerises and a maintenance culture takes hold in Malaysia.

    Management, Operations and Maintenance of Septic Sludge Treatment Plants

    Septic tanks are widely used in many areas in Malaysia which are not connected by central sewerage services. Assuch, there is a continuing need for septic sludge treatment plants to treat septic sludge emptied from septic tanksthrough periodic desludging. Weida currently is responsible for the management, operations and maintenance of theonly septic sludge treatment plant in Sarawak. Therefore, there will be many more similar requirements for suchsludge treatment plants to be built in Malaysia, where Weida will have the opportunity to market its expertise.

    Bulk Storage Systems

    As we have reported last year, our Group has acquired a unique German technology to construct custom-built compositemetal storage tanks for bulk storage purposes. These tanks are cost effective and versatile as they are built at site toclient requirements. They come in many sizes and have a wide range of applications including water storage,sewage treatment, oil and chemical storage and dry bulk silos.

    Given the wide applications and a competitive cost structure, the markets for our bulk storage systems are big inMalaysia and overseas. As the water and sewage applications of this type of bulk storage tanks are synergistic to ourcore business as a water and sewage specialist, we expect to construct many numbers of such tanks both locally andas part of a project in the Middle East in the immediate future.

    Telecommunication Infrastructures

    The trend is for the telecommunication companies to outsource more of the construction and ownership oftelecommunication towers. Since this division was set up 2 years ago, we have over 150 towers constructed or underconstruction in the State of Sabah under a joint venture with Common Tower Technologies Sdn. Bhd. (“CTT”), acompany controlled by the State Government of Sabah.

    We are pleased to report that our joint venture with CTT in a public-private-partnership continues to be successful.The towers constructed by us together with CTT in Sabah under the Time 2 Programme have been recognized byMCMC as the best in quality among all the states in Malaysia. In terms of speed of implementation of the Time 2Programme, the State of Sabah is also among the fastest.

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    PROSPECTS

    Water and Waste Water Infrastructures

    With the passing of the Water Service Industry (WSI) Bill 2006 and National Water Services Commission (SPAN) Bill2006 on 10 May 2006, and the establishment of Water Asset Management Company (WAMCO) as the Government’sspecial purpose vehicle to own water assets, the implementation of water and sewerage projects under the NinthMalaysia Plan (9th MP) is expected to accelerate. A total of RM11.3 billion has been allocated to be spent on waterand sewerage in the 5 years period from 2006 to 2010 under the 9th MP.

    In addition, there is also an allocation of RM1.2 billion for Rural Water under the Bekalan Air Luar Bandar programmeto be undertaken by the Ministry of Rural and Regional Development, and another allocation of RM4.0 billion forFlood Mitigation under the 9th MP.

    For the States of Sarawak and Sabah, there are Development Allocations together with Private Finance Initiativesamounting to RM15.1 billion and RM16.9 billion respectively.

    The 9th MP emphasis on utilities and rural development spending augurs well for Weida Group which has particularstrength in rural utilities infrastructures. Moreover, the Group is the dominant manufacturer of polyethylene engineeringproducts in Sarawak and Sabah where a significant amount of development expenditure will be spent.

    In addition, the Group expects to continue to benefit from government spending on rain water harvesting schemesand rural sanitation in Sarawak and Sabah in the financial year ending 31 March 2008.

    Water and sewerage services are an integral part of any development initiative. The Group also expects to benefitfrom spin-off demand arising from the five corridors of development, namely the Southern Corridor (South Johor orIskandar Development Region), the Northern Corridor (Perlis, Penang, Kedah and northern Perak), the EasternCorridor (Kelantan, Terengganu and Pahang), Sarawak and Sabah.

    In Sarawak, the State Government has recently announced its intention to invest up to RM30 billion until 2015 on theenergy-intensive regional development corridor in central Sarawak. In order to realize this vision, the State’s DewanUndangan Negeri has last year passed a law to create the Regional Corridor Development Authority (Recoda). Thiswill further boost demand for Weida’s products and services.

    On the foreign front, the Group is focussing on water and sewage projects in the Middle East, emerging economies.Over the next decade, analysts predict that some USD120 billion will be invested in the Middle East North Africawastewater sector to alleviate water shortages in that region. Currently the group is actively working to implement itsfirst water and sewage project in Damascus. Contribution to the Group’s earnings beginning from the forth quarter ofthe financial year ending 31 March 2008 is within sight.

    Bulk Storage Systems

    Weida’s bulk storage systems have wide applications, especially for water and waste water. The prospects of thesesystems, being an innovative product pioneered by Weida in Malaysia, are good. Furthermore, we will build anumber of these systems for the project in the Middle East.

    Telecommunications Infrastructures

    Communication network coverage will continue to expand within and beyond the urban centers. The MalaysianCommunications and Multimedia Commission’s objective is to achieve full coverage in the country. More towers willalso be built to facilitate the rollout of 3G services following the recent award of 3G licenses by the Government.

    In addition, we are also looking to leverage on our expertise to build towers for other applications such as security,surveillance and maritime purposes.

    We therefore expect more communication towers to be built and completed in the financial year ending March 312008 and beyond.

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    Statement from Group Managing Director (continued)

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    Overall Prospects

    Going forward, the prospects are bright, predictable and sustainable. Overseas ventures are significant expansionarymoves, while oil palm plantation is milestone diversification.

    The Board is confident that actions taken to expand and diversify the Group’s business activities will continue toenhance its earnings in the future.

    ACKNOWLEDGEMENT

    On behalf of the Board of Directors, I would like to place on record our appreciation to our customers and shareholdersfor their support, without which our Group would not have been strong and successful.

    I would also like to thank our associates, financiers, advisors, suppliers and sub-contractors for their continuingunderstanding, confidence and support to the Group.

    Last but not least, the Board and I wish to thank the management and all employees of the Group for their unwaveringcommitment, contribution and hard work.

    YBhg. Dato’ Lee Choon ChinGroup Managing Director

    18 August 2007

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    Statement from Group Managing Director (continued)

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    This Annual Report contains forward-looking statements that are based on management’s estimates, assumptionsand projections at the time of publication. These statements reflect our current views and expectations withrespect to future events and are subject to risks and uncertainties and hence are not guarantees of futureperformance. Some factors include, but are not limited to, changes in general economic and business conditions,exchange rates and competitive activities that could cause actual results to differ materially from those expressedor forecasted in the forward-looking statements.

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    THE CODE

    The Board of Directors of Weida (M) Bhd. (“the Board”) is steadfast and committed in ensuring that the higheststandards of corporate governance are observed throughout the Weida (M) Bhd. group of companies (“the Group”)through its support and application of the Principles and Best Practices of good governance set out in Part 1 and Part2 of the Malaysian Code on Corporate Governance (“the Code”). The Board believes upholding good corporategovernance is fundamental in discharging its fiduciary responsibilities to protect and enhance shareholders’ value andthe financial performance of the Group.

    The Board is pleased to disclose the manner in which it has applied the principles of good governance and the extentto which it has complied with the best practices set out in the Code. These disclosures are contained in this statement,the Statement on Internal Control and the Report of the Audit Committee.

    DIRECTORS

    Board

    An effective Board leads and controls the Group. In discharging the Board’s stewardship responsibilities, the Boardexplicitly assumes the following six (6) specific responsibilities:

    (a) reviewing and adopting a strategic plan for the Group;(b) overseeing the conduct of the Group’s business to evaluate whether the business is properly managed;(c) identifying principal risks and ensure the implementation of appropriate systems to manage the risks;(d) succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing

    Senior Management;(e) developing and implementing an investors relations programme or shareholders communication policy for the

    Group; and(f) reviewing the adequacy and integrity of the Group’s internal control system, management information system

    and systems for compliance with applicable laws, regulations, rules, directives and guidelines.

    In addition, the Board reserves for itself the following areas of strategic importance to the Group to ensure that thedirection and control of the Group is firmly in its hands:

    (a) approval of strategic corporate plans and annual budgets;(b) announcement of quarterly results;(c) acquisitions and disposals of business segments and properties of significant value;(d) major investments and financial decisions;(e) appointments to the Board; and(f) changes to the management and control structure within the Group.

    Board Balance

    The Board currently has eight (8) members, comprising five (5) Executive Directors and three (3) Independent Directors.The Chairman position is presently vacant. The Board is currently led by the Deputy Chairman who is an IndependentDirector. Together, the Directors have a wide range of entrepreneurial, management, marketing, manufacturing,technical, financial and civil administration expertise and experience. This mix of expertise and experience is vital tothe success of the Group given its nature of business and customer base. The profile of each Director is presentedon pages 8 to 9 of this Annual Report.

    The roles of the Deputy Chairman and the Managing Director are clearly separated to ensure a balance of power andauthority. The Deputy Chairman heads the Board and leads the planning discussion at the Board level, while theManaging Director is responsible for the implementation of policies, Board decisions and executive decision making.The Independent Directors play a significant role in corporate accountability, providing unbiased and independentviews, advice and judgement to take account of the interests, not only of the Group, but also of all stakeholders,including employees, customers, suppliers and the many communities in which the Group conducts business.

    Statement On Corporate Governance

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    Supply Of Information

    Prior to Board meetings, agendas and Board papers are provided to all Directors in advance to ensure they receivesufficient relevant information and to allow sufficient time for their detailed review and consideration so as to enablethem to participate effectively in Board decisions. All Directors have the right to make further enquiries where theyconsider necessary prior to Board meetings.

    The Board therefore expects to receive, on a timely basis, material information about the Group, its activities andperformance, particularly any significant variances from budgets and plans. The Board papers include, among others,the following:

    i. annual budgets and strategic plans for the Group;ii. quarterly and annual financial reports;iii. reports of all committees of the Board;iv. operational reports and business development issues;v. a summary of all circular Board resolutions passed for ratification;vi. a summary of correspondences from Bursa Malaysia Berhad/Bursa Malaysia Securities Berhad and vice versa;

    andvii. a summary of announcements made to Bursa Malaysia Securities Berhad.

    Every member of the Board has ready and unrestricted access to the Company Secretaries for advice and servicesin carrying out their duties. In addition, the Directors also have the liberty, at the Company’s expense, to seekindependent external professional advice in the furtherance of their duties.

    Appointments To The Board

    The appointment of new Directors is carried out in a formal and transparent manner under the purview of the NominatingCommittee, which is responsible for making recommendations to the Board on suitable candidates for appointment.

    Re-election Of Directors

    In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subjectto election by shareholders at the forthcoming Annual General Meeting after their appointment.

    Additionally, in accordance with the Company’s Articles of Association and in compliance with the Bursa MalaysiaSecurities Listing Requirements (“Listing Requirements”) that came into force on 1 June 2001, one-third (1/3) of theremaining Directors, including the Managing Director, are required to submit themselves for re-election by rotation ateach Annual General Meeting.

    Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordancewith Section 129(6) of the Companies Act, 1965.

    Succession Planning

    The Board recognises human resource development and succession planning as critical factors in achieving theGroup’s business objectives.

    The Group reviews its manpower requirements and updates its organisation charts regularly, and conducts periodicrecruitment drives to fill vacancies as they arise. The Group’s policy is to promote from within where possible.

    All staff, including Directors and Senior Management, are encouraged to attend external training courses and seminarsto continuously upgrade their skills set. The Group contributes to the Human Resource Development Fund and setsaside an amount for training in its annual budget.

    Statement On Corporate Governance (continued)

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    Frequency And Attendance Of Board Meetings

    At least four (4) regularly scheduled meetings are held annually, with additional meetings for particular mattersconvened as and when necessary. Informal meetings and consultations are frequently and freely held to shareexpertise and experiences. There were four (4) Board meetings held during the financial year ended 31 March 2007.The details of attendance of each Director are as follows:

    Number of MeetingsHeld Attended

    Independent DirectorsTuan Haji Su’ut Bin Haji Suhaili (Deputy Chairman) 4 4YBhg. Datuk Dr. Stalin Hardin 4 4YBhg. Datu Voon Chen Hian @ Voon Chen Kok 4 2

    Executive DirectorsYBhg. Dato’ Lee Choon Chin (Group Managing Director) 4 4Jee Hon Chong 4 4Chew Chin Choong 4 4Tok Jiak Yong 4 4Lai Lim Hon 4 3Chong Kwan Wai (resigned with effect from 29 May 2007) 4 4

    Directors’ Training And Continuing Education Programme

    New Board members are guided on a familiarization programme, including visits to the Group’s facilities and meetingswith Senior Management as appropriate, to facilitate their understanding of the Group.

    All the Directors have attended the Mandatory Accredited Programme under the Listing Requirements. During thefinancial year ended 31 March 2007, the training programmes attended by the Directors are as follows:

    Title of seminar Mode of training Number of day spent

    � Reconciling Customer Value With Shareholder Value In-house seminar 1 day� Business Contracts In-house seminar 1 day� World Trends in Urban Water Management External seminar 1/2 day

    Board Committees

    The Board has established an Audit Committee, a Nominating Committee and a Remuneration and CompensationCommittee to assist the Board in discharging its duties. All Board Committees do not have executive powers butreport to the Board on all matters considered and their recommendations thereon. The terms of reference of eachcommittee have been approved by the Board and, where applicable, comply with the recommendations of the Code.

    (a) Audit Committee

    The Audit Committee was established on 17 May 2001. The Report of the Audit Committee is set out on pages 31 to34 of this Annual Report.

    Statement On Corporate Governance (continued)

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    Board Committees (continued)

    (b) Nominating Committee

    Chairman: YBhg. Datu Voon Chen Hian @ Voon Chen Kok (Independent Director)Members: Tuan Haji Su’ut Bin Haji Suhaili (Independent Director)

    YBhg. Datuk Dr. Stalin Hardin (Independent Director)

    The Nominating Committee was established on 4 February 2002. There was one (1) meeting held during the financialyear ended 31 March 2007.

    The functions of the Nominating Committee are to:

    � determine the core competencies and skills required of Board members to best serve the business and operationsof the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies;

    � review the size of non-executive participation, Board balance and determine if additional Board members arerequired and also to ensure that at least one-third (1/3) of the Board is independent;

    � recommend to the Board, all candidates for directorships to be filled by the shareholders or the Board;� consider, in making its recommendations, candidates for directorships proposed by the Group Managing Director

    and, within the bounds of practicality, by any other senior executive or any Director or shareholder;� recommend to the Board, Directors to fill the seats on Board committees;� undertake an annual review of the required mix of skills and experience and other qualities of Directors, including

    core competencies which non-executive Directors should bring to the Board and to disclose this in the annualreport;

    � formulate and implement procedures to be carried out by the Nominating Committee annually for assessing theeffectiveness of the Board as a whole, the Board committees and for assessing the contributions of eachindividual Director; and

    � introduce such regulations or guidelines, procedures for the Committee to function effectively and fulfil theNominating Committee’s objectives.

    (c) Remuneration and Compensation Committee

    Chairman: Tuan Haji Su’ut Bin Haji Suhaili (Independent Director)Members: YBhg. Datuk Dr. Stalin Hardin (Independent Director)

    YBhg. Datu Voon Chen Hian @ Voon Chen Kok (Independent Director)YBhg. Dato’ Lee Choon Chin (Group Managing Director)

    The Remuneration and Compensation Committee (“RACC”) was established on 23 March 2001. One (1) meetingwas held during the financial year ended 31 March 2007.

    The RACC is responsible for recommending the level and make-up of the remuneration of the Executive Directors ofWeida (M) Bhd. so as to ensure that the Group attracts and retains Directors of the necessary caliber, experience andquality needed to run the Group successfully. It is nevertheless the responsibility of the entire Board to approve theremuneration of these Directors.

    The fees for the Non-Executive Directors are determined by the Board as a whole.

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    Statement On Corporate Governance (continued)

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    Directors’ Remuneration

    Contrary to the disclosure recommendations as indicated in the Code, the Board would not be providing details ofremuneration awarded to each Director. The Board is of the opinion that matters pertaining to Directors’ remunerationare of a personal nature. However, the Board wishes to confirm that the level and make-up of remuneration forExecutive Directors were reviewed and recommended by the RACC and approved by the Board as a whole.

    In compliance with the Listing Requirements, the fees and remuneration paid to Directors during the financial yearended 31 March 2007, in aggregate and analysed into bands of RM50,000 are as follows:

    Other Directors Fees Salaries Bonus EPF Remuneration Total

    RM RM RM RM RM RM

    Independent Directors 108,000 Nil 9,000 Nil 12,500 129,500

    Executive Directors 216,000 1,164,000 97,000 150,240 360,000 1,987,240

    324,000 1,164,000 106,000 150,240 372,500 2,116,740

    Remuneration Independent Directors Executive DirectorsRM Number Number

    1 – 50,000 3 -50,001 – 250,000* - -

    250,001 – 300,000 - 1300,001 – 350,000 - 4350,001 – 450,000* - -450,001 – 500,000 - 1

    * No Directors within this range of remuneration

    INVESTORS RELATIONS AND SHAREHOLDERS COMMUNICATION

    Investors Relations

    The Board acknowledges the need for shareholders to be informed of all material business matters affecting theGroup and values dialogue with investors. In addition to various announcements made during the financial year, thetimely release of financial results on a quarterly basis provides shareholders with an overview of the Group’sperformance and operations.

    Annual General Meeting

    The Group has been using the Annual General Meeting, usually held in August or September each year, as a meanof communicating with shareholders. Shareholders who are unable to attend are allowed to appoint proxies to attendand vote on their behalf. Shareholders are encouraged to participate in the question and answer session. Membersof the Board as well as the Auditors of the Company are present to answer questions raised at the meeting.

    Members of the Board have also had meetings with analysts and investors during the financial year.

    The Group has also put in place facility to enable electronic communication with shareholders via its websitewww.weida.com.my. Shareholders can obtain information on the Group by accessing its website.

    YBhg. Datuk Dr. Stalin Hardin is the appointed Senior Independent Director to whom concerns or queries concerningthe Group may be conveyed to.

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    Statement On Corporate Governance (continued)

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    ACCOUNTABILITY AND AUDIT

    Financial Reporting

    In presenting the annual financial statements and quarterly announcements of results to shareholders, the Directorsare committed to present a balanced and fair assessment of the Group’s position and prospects. The financialreports are also reviewed by the Audit Committee to ensure adequacy of information disclosed prior to submission tothe Board for approval.

    The Board considers that in preparing the financial statements, the Group has used appropriate accounting policies,consistently applied and supported by reasonable and prudent judgements and estimates. A statement by the Boardof their responsibilities in preparing the financial statements is set out on page 36 of this Annual Report.

    Internal Control

    The Directors recognise their responsibility for the Group’s system of internal control, which is designed to suit theparticular circumstances of the Group and to manage the risks involved in pursuing the Group’s business objectives.The system of internal control currently practised by the Group spans not only the financial aspect, but also theoperational and compliance aspects of the Group’s activities in order to safeguard the Group’s assets and hence,shareholders’ investments. This system, by its nature, can only provide reasonable but not absolute assuranceagainst misstatement or loss.

    Some of the key elements of the Group’s internal control system are outlined in the Statement on Internal Control setout on pages 35 to 36 of this Annual Report.

    The Board is committed to undertake regular reviews of key commercial, operational and financial risks facing theGroup’s businesses as well as the more general risks such as those relating to compliance with laws and regulations.In executing this commitment, the Board has established an Internal Audit Department. The scope of the InternalAudit Department is set out in the Report of the Audit Committee set out on pages 31 to 34 of this Annual Report.

    The objectives of periodic reviews of risks and internal audit are to give reasonable assurance that the structure ofcontrols and operations is appropriate to the Group’s situation and there is an acceptable level of risk throughout theGroup’s operations.

    The Board has implemented a risk management framework in compliance with the guidance issued by the TaskForce on Internal Control, and will continue to enhance it.

    Relationship With The External Auditors

    Through the Audit Committee, the Group has established a transparent and appropriate relationship with the ExternalAuditors. The Audit Committee meets with the External Auditors without the presence of executive members of theBoard and Management at least once a year.

    This statement is made in accordance with a resolution of the Board of Directors dated 30 July 2007.

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    Statement On Corporate Governance (continued)

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    The following information is presented in compliance with the Bursa Malaysia Securities Listing Requirements :

    Share Buy-Back

    At the Extraordinary General Meeting of Weida (M) Bhd. held on 13 February 2007, the Directors obtained theshareholders’ approval for the Company to purchase and/or hold its own shares of up to ten percent (10%) of its totalissued and paid-up share capital of the Company.

    During the financial year ended 31 March 2007, a total of 2,284,400 ordinary shares of RM0.50 each of the Companywere purchased pursuant to the share buy-back authority. All the shares purchased are currently retained as treasuryshares. None of the shares purchased has been resold or cancelled.

    A monthly breakdown of the shares bought back is set out below:

    No. Of Price Average Total

    Month shares Highest Lowest Cost ConsiderationRM RM RM RM

    February 2007 - - - - -

    March 2007 2,284,400 0.750 0.615 0.680 1,562,641

    Non-Audit Fees

    The amount of non-audit fees paid to the external auditors, Messrs. KPMG by the Company and its subsidiariesduring the financial year ended 31 March 2007 amounted to RM67,350.

    Revaluation Policy On Land And Buildings

    The Group has adopted the policy to revalue its land and buildings, by external independent valuers, every five (5)years and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from theircarrying value. Additions to land and buildings in between revaluations are stated at cost.

    Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Any deficit arising isoffset against the revaluation reserve to the extent of a previous increase for the same property. In all other cases,a decrease in carrying amount is charged to the income statement.

    Material Contracts Involving Directors/Major Shareholders’ Interests

    There are no material contracts entered by the Group involving Directors’ and major shareholders’ interests subsistingat the end of the financial year under review or entered into since the end of the previous financial year.

    Additional Compliance Information

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    COMPOSITION OF AUDIT COMMITTEE

    The Audit Committee (“the Committee”) comprises the following Directors:

    MEMBERS

    YBhg. Datuk Dr. Stalin HardinChairman(Senior Independent Director)

    Tuan Haji Su’ut Bin Haji SuhailiMember(Deputy Chairman & Independent Director)

    Chew Chin ChoongMember(Executive Director)

    Chew Chin Choong is a member of one (1) of the associations of accountants specified in Part II of the 1st Scheduleof the Accountants Act 1967.

    TERMS OF REFERENCE

    The terms of reference of the Committee are as follows:

    Constitution

    The Committee was established on 17 May 2001. The functions and authority of the Committee extend to Weida (M)Bhd. and all its subsidiaries, collectively referred to as “the Group”.

    Primary Objectives

    The Committee has been formed with the following objectives:

    a. enhance openness, integrity and accountability in the Group’s activities so as to safeguard the rights andinterests of the shareholders;

    b. provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities relating to corporate accountingand reporting practices;

    c. enhance the Group’s business effectiveness and efficiency, quality of the accounting and audit functions andstrengthen the public’s confidence in the Group’s reported results;

    d. maintain, through regularly scheduled meetings, a direct line of communication between the Board of Directorsand the External and Internal Auditors; and

    e. enhance the independence of the internal audit functions.

    Membership

    The Committee shall be appointed by the Board of Directors from amongst their number and shall consist of not lessthan three (3) members. The majority of the Committee members shall be Independent Directors and no alternatedirectors shall be appointed as a member of the Committee.

    At least one (1) member of the Committee:

    � must be a member of Malaysian Institute of Accountants (“MIA”); or� if he is not a member of the MIA, he must have at least three (3) years working experience and;� he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or� he must be a member of one (1) of the associations of accountants specified in Part II of the 1st Schedule of the

    Accountants Act 1967; or� fulfils such other requirements as prescribed by Bursa Malaysia Securities Berhad (“Bursa Securities”).

    Report Of The Audit Committee

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    If membership of the Committee for any reason falls below three (3) members, the Board of Directors shall, withinthree (3) months of that event, appoint such number of new members as may be required to fulfil the minimumrequirement.

    Chairman

    The Chairman of the Committee shall be an independent director appointed by the Board of Directors.

    Secretary

    The Secretary to the Committee shall be any of the Joint Company Secretaries.

    Quorum

    A quorum shall consist of a majority of independent directors and shall not be less than two (2) independent directors.

    Meetings And Minutes

    The Committee shall hold four (4) meetings a year. Additional meetings may be held as and when necessary, uponrequest by any Committee member, the Management, Internal or External Auditors. The Internal Audit Manager andthe Group Financial Controller are normally invited to attend the meetings. Other members of the Board of Directors,employees and representatives of External Auditors shall attend the meetings upon the invitation of the Committee.

    The Committee shall meet with the External Auditors without the presence of Executive Directors and the Managementat least once a year.

    Minutes of meetings shall be kept and distributed to each member of the Committee. The Chairman of the Committeeshall report on each meeting to the Board of Directors.

    Review Of The Composition Of The Committee

    The term of office and performance of the Committee and each of the members shall be reviewed by the Board ofDirectors at least once every three (3) years to determine whether the Committee and its members have carried outtheir duties in accordance with their terms of reference.

    Authority

    The Committee is authorised by the Board of Directors to:

    a. investigate any activity within its terms of reference and shall have unrestricted access to all employees of theGroup;

    b. have the resources in order to perform its duties as set out in its terms of reference;c. have full and unrestricted access to information pertaining to the Company and the Group;d. have direct communication channels with the Internal and External Auditors; ande. obtain external legal or other independent professional advice as necessary.

    Notwithstanding anything to the contrary hereinbefore stated, the Committee does not have executive powers andshall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to theCompany and the Group.

    Responsibility

    Where the Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorilyresolved resulting in a breach of the Bursa Malaysia Securities Listing Requirements, the Committee has theresponsibility to promptly report such matter to Bursa Securities.

    Report Of The Audit Committee (continued)

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    Functions And Duties

    The duties of the Committee are to:

    a. consider the appointment, resignation and dismissal of External Auditors and the audit fee;b. review the nature and scope of audit plans prepared by the Internal and External Auditors;c. review the audit reports prepared by the Internal and External Auditors, the major findings and Management’s

    responses thereto;d. discuss problems and reservations arising from the interim and final audits, and any matter the External Auditors

    may wish to bring up;e. review the quarterly and annual financial statements of the Company and the Group primarily focusing on the

    matters set out below, before submission to the Board:� changes in accounting policies and practices, where applicable;� significant audit adjustments;� the going concern assumption; and� compliance with accounting standards and regulatory requirements;

    f. consider the internal audit reports, major findings and Management’s responses thereto on any internalinvestigations carried out by the Internal Auditors and ensure that appropriate action is taken by Managementin respect of the audit observations and the Committee’s recommendations;

    g. review the auditors’ evaluation of the systems of internal controls;h. review the scope, functions and resources of the internal audit department and whether it has the necessary

    authority to carry out its work;i. review any appraisal or assessment of the performance of the staff in the internal audit department;j. approve appointment or termination of senior executives in the internal audit department;k. be informed of any resignation of executives in the internal audit department and to provide the resigning

    executive an opportunity to submit his or her reason for resigning;l. review the assistance given by the Company and the Group’s employees to the auditors;m. review related party transactions entered into by the Company and the Group to ensure that such transactions

    are undertaken on the Group’s normal commercial terms and on an arm’s length basis; andn. perform any other functions as may be agreed to by the Committee and the Board of Directors or as may be

    required or empowered by statutory legislation or guidelines prepared by relevant governing authorities.

    ACTIVITIES OF THE COMMITTEE DURING THE FINANCIAL YEAR

    Meetings And Attendance

    During the financial year ended 31 March 2007, the Committee held a total of five (5) meetings. The details ofattendance of each Committee member are as follows:

    Number of MeetingsHeld Attended

    YBhg. Datuk Dr. Stalin Hardin 5 5

    Tuan Haji Su’ut bin Haji Suhaili 5 5

    Chew Chin Choong 5 5

    Report Of The Audit Committee (continued)

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    Summary Of Activities

    The Committee, had in line with its terms of reference, carried out the following activities in the discharge of itsfunctions and duties during the financial year ended 31 March 2007:

    a. review of the quarterly financial results and annual audited financial statements of the Company prior to submissionto the Board of Directors for consideration and approval;

    b. review of the annual audit strategy and review planning memorandum of the External Auditors;c. review and deliberate on the External Auditors’ reports in relation to the statutory audit and issues arising from

    the audit;d. review and approve the annual internal audit plan and quarterly updates thereof prepared by the Internal Audit

    Department;e. review and deliberate on the quarterly internal audit reports presented by the Internal Audit Department on

    findings, recommendations (incorporating Management’s response) and action plans with persons responsibleand a time frame for implementation of the recommendations;

    f. review of any related party transactions entered into or to be entered into by the Company and the Group priorto submission to the Board of Directors for ratification, consideration and approval;

    g. review adequacy of the disclosure on related party transactions entered into by the Company and the Group inthe quarterly and annual reports of the Company;

    h. meet with the External Auditors without the presence of any executives, except the Joint Company Secretary;i. consider the nomination and appointment of External Auditors, as well as their fees;j. review the Report of the Committee and Statement on Internal Control prior to submission to the Board of

    Directors for its approval;k. deliberate on the change of Internal Audit Manager; andl. review and adoption of the revised Terms of Reference of the Committee.

    Internal Audit Functions And Activities

    The Company has an Internal Audit Department (“IAD”) which assists the Committee in the discharge of its dutiesand responsibilities. The Internal Audit Charter sets out the responsibility, scope and objectives, independence andauthority of the internal audit function. The principal responsibility of the IAD is to undertake regular and systematicreviews of the system of controls based on the risks identified in the Risk Profile so as to provide reasonable assuranceto the Committee on the adequacy of internal controls and that they have been operating satisfactorily and effectively.

    In attaining these objectives, the scopes of activities of the IAD include the following:

    a. review and appraise the soundness, adequacy and application of the system of internal controls and recommendimprovements thereon;

    b. ascertain the extent of compliance with established policies, procedures and statutory requirements;c. appraise the reliability, integrity and usefulness of financial and management information developed;d. carry out audit work in liaison with the External Auditors to maximise the use of resources and for effective

    coverage of relevant risks;e. review the controls for safeguarding assets and as appropriate, verify the existence of assets;f. carry out special reviews and investigations requested by the Committee, Board of Directors and Managing

    Director; andg. identify ways and opportunities to improve the effectiveness and efficiency of the operations and processes of

    the Group.h. review and deliberate on the Group’s policies and procedures prior to submission to the Board of Directors for

    consideration and approval for adoption.

    The IAD has, during the financial year ended 31 March 2007, conducted evaluations of the system of internal controlsencompassing the Group’s governance, operations, and information systems of major areas of its operation. Theinternal audit reports were deliberated on by the Committee and recommendations were duly acted upon by theManagement.

    This report of the Committee is made in accordance with a resolution of the Board of Directors dated 30 July 2007.

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    Report Of The Audit Committee (continued)

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    BOARD RESPONSIBILITY

    The Board of Directors recognises the importance of maintaining a sound system of internal control and the propermanagement of risks throughout its operations in order to safeguard shareholders’ investments. The Board affirms itsoverall responsibility for the Group’s systems of internal control and risk management, and for reviewing the adequacyand integrity of those systems. It should be noted, however, that such systems are designed to manage rather thaneliminate the risk of failure to achieve business objectives. Accordingly, these systems can only provide reasonablebut not absolute assurance against material misstatement or loss.

    RISK MANAGEMENT FRAMEWORK

    The Board confirms that it has an ongoing process of identifying, documenting, evaluating, monitoring and managingsignificant risks affecting the achievement of its business objectives. Following the completion of an extensive riskassessment of the Group in the previous year, a Group Risk Profile has been set up to document, inter alia:

    i. the principal risks faced by the Group under appropriate risk categories, levels and sub-levels;ii. the likelihood of risks crystalising and the resulting impact; andiii. the internal controls framework that exists within the Group to address those risks.

    The Group’s Risk Profile, which also provides a two-dimensional scoring by reference to the likelihood of crystalisationof the risks and the materiality of impact, is subject to periodic reviews and updates.

    In addition, the Board has established an organisational structure with clearly defined lines of accountability andauthority for each Board member. The responsibility of the Audit Committee includes monitoring of internal controlsof the Group, with the assistance of the Internal Audit Department. The scope of activities of the Internal AuditDepartment is set out in the Report of the Audit Committee on pages 31 to 34 of this Annual Report.

    The Internal Audit Department (“IAD”) prepares its annual audit plan based on the likelihood and impact of risksidentified in the Group’s Risk Profile and adopts risk-based approach in carrying out its work. The annual audit planis updated and presented to the Audit Committee for approval on a quarterly basis before execution. Its scope ofworks includes periodic review and evaluation of various operational controls, financial controls and regulatorycompliance. The IAD presents its reports to the Audit Committee on a quarterly basis on key audit findings,recommendations (incorporating management’s response) and action plans, identifying the persons responsible anda time frame for implementation of the recommendations. The Audit Committee considers reports from the IAD andcomments from the management, before reporting and making recommendations to the Board in strengthening therisk management, internal control and governance systems. The Chairman of the Audit Committee presents summariesof the internal audit reports at Board meetings on a quarterly basis or earlier as appropriate. The IAD continuouslymonitors the implementation of its recommendations by the management.

    The monitoring, review and reporting process in place gives reasonable assurance that the structure of controls isappropriate to the Group’s operations and that risks are at an acceptable level throughout the Group’s businesses.

    Statement On Internal Control

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    The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financialyear which give a true and fair view of the state of affairs of the Company and the Group at the end of the financialyear and the results and cash flows of the Company and the Group for the financial year.

    As required by the Act, the financial statements have been prepared in accordance with the applicable approvedaccounting standards in Malaysia and the provisions of the Act. The Directors have considered that in preparing thefinancial statements for the financial year ended 31 March 2007 set out on pages 39 to pages 85 of this AnnualReport, appropriate accounting policies have been adopted and are consistently applied and supported by reasonableand prudent judgements and estimates.

    The Directors have responsibility to ensure the Company and the Group maintain proper accounting records whichdisclose with reasonable accuracy, the financial position and performance of the Company and the Group, and toenable them to ensure the financial statements comply with the Act. The Directors have overall responsibility fortaking such steps as are reasonably open to them to safeguard the assets of the Company and the Group and toprevent and detect fraud and other irregularities.

    This statement is made in accordance with a resolution of the Board of Directors dated 30 July 2007.

    Statement Of Directors’ ResponsibilitiesFor Preparing The Annual Financial Statement

    OTHER PRINCIPAL INTERNAL CONTROL FEATURES

    The other principal control features established within the Group include:

    � clearly defined terms of reference, responsibilities and authorities of the various committees. The Committeesestablished are:- Audit Committee- Nominating Committee- Remuneration and Compensation Committee;

    � Nominating Committee recommends to the Board, candidates for directorship;� Remuneration and Compensation Committee reviews the remuneration package of each Director by reference

    to the performance of the Director;� the Audit Committee and the Board review the Group’s financial performance prior to announcements to Bursa

    Malaysia Securities Berhad;� comprehensive and detailed monthly financial reports for review by Senior Management;� a detailed budgeting process where operating units prepare budgets for approval by the Board on a yearly

    basis;� quarterly monitoring of actual results against budgets, with major variances being followed up and management

    actions being taken, where necessary;� major capital expenditure and asset disposals are appraised and approved by the Board; and� regular visits to operating units by members of the Board and Senior Management.

    CONTROL WEAKNESSES THAT RESULT IN MATERIAL LOSSES

    During the financial year, a number of minor to moderate internal control weaknesses were identified, all of whichhave been, or are being, addressed. None of the weaknesses have resulted in any material losses, contingencies oruncertainties that would require disclosure in the Group’s Annual Report.

    This statement is made in accordance with a resolution of the Board of Directors dated 30 July 2007.

    Statement On Internal Control (continued)

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    The Directors have pleasure in submitting their report and the audited financial statements of the Group and of theCompany for the financial year ended 31 March 2007.

    PRINCIPAL ACTIVITIES

    The Company is principally engaged in investment holding and provision of management services to subsidiaries,while the principal activities of the subsidiaries are stated in Note 4 to the financial statements. There has been nosignificant change in the nature of these activities during the financial year.

    RESULTSGroup Company

    RM RM

    Profit for the financial year 14,689,242 5,504,478

    RESERVES AND PROVISIONS

    There were no material transfers to or from reserves and provisions during the financial year except as disclosed inthe financial statements.

    DIVIDENDS

    Since the end of the previous financial year, the Company paid a first and final dividend of 2.00 sen per ordinaryshare less tax totalling RM1,920,000 (equivalent to 1.44 sen net per ordinary share) in respect of the financial yearended 31 March 2006 on 20 November 2006.

    The Directors recommend a first and final dividend of 4.00 sen per share less tax (equivalent to 2.92 sen net perordinary share) to be paid for the financial year ended 31 March 2007.

    DIRECTORS OF THE COMPANY

    Directors who served since the date of the last report are:

    Tuan Haji Su’ut Bin Haji SuhailiDato’ Lee Choon ChinDatu Voon Chen Hian @ Voon Chen KokDatuk Dr. Stalin HardinJee Hon ChongChew Chin ChoongLai Lim HonTok Jiak YongChong Kwan Wai (resigned on 29.5.2007)

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    Directors’ ReportFor The Financial Year Ended 31 March 2007

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    The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations (other thanwholly-owned subsidiaries) of the Directors at financial year end as recorded in the Register of Directors’ Shareholdingsare as follows:

    Number of ordinary shares of RM0.50 each

    At 1.4.2006 Bought Sold At 31.3.2007Shareholdings in Weida (M) Bhd. in which Directors have direct interests

    Tuan Haji Su’ut Bin Haji Suhaili 33,334 - - 33,334Dato’ Lee Choon Chin 7,074,242 - - 7,074,242Datu Voon Chen Hian @ Voon Chen Kok 40,000 - - 40,000Datuk Dr. Stalin Hardin 33,334 - - 33,334Jee Hon Chong 15,226 - - 15,226Lai Lim Hon 4,280 - - 4,280Tok Jiak Yong 1,894 - - 1,894Chong Kwan Wai 10,000 - - 10,000

    Number of ordinary shares

    Par value At 1.4.2006 Bought Sold At 31.3.2007Shareholdings in which a Director, Dato’ Lee Choon Chin, has deemed interests

    The Company* 0.50 29,124,524 - - 29,124,524Weidaya Sdn. Bhd. ** 1.00 350,000 - - 350,000Weida Industrial Systems Sdn. Bhd. ** 1.00 255,000 - - 255,000Weida Marketing Sdn. Bhd. ** 1.00 255,000 - - 255,000Weida Environmental Technology Sdn. Bhd. ** 1.00 51,000 - - 51,000Sar-Alam Indah Sdn. Bhd. ** 1.00 5,100 - - 5,100UTIC Services Sdn. Bhd. ** 1.00 1,020,000 - - 1,020,000Weidasar Engineering Sdn. Bhd. ** 1.00 510,000 - - 510,000Renexus-Weida Sdn. Bhd.** 1.00 15,000 186,960 - 201,960Bumi Suria Ventures Sdn. Bhd.** 1.00 - 4,000,000 - 4,000,000Weida Engineering Sdn. Bhd.** 1.00 2 254,998 - 255,000

    * Deemed interest by virtue of his substantial interest in Weida Management Sdn. Bhd..** Deemed interest by virtue of his substantial interest in Weida (M) Bhd..

    None of the other Directors holding office at 31 March 2007 had any interest in the ordinary shares of the Companyand of its related corporations during the financial year.

    DIRECTORS’ BENEFITS

    Since the end of the previous financial year, no Director of the Company has received nor become entitled to receiveany benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable bycertain Directors as shown in the financial statements) by reason of a contract made by the Company or a relatedcorporation with the Director or with a firm of which the Director is a member, or with a company in which the Directorhas a substantial financial interest, other than certain Directors who have significant financial interests in companieswhich traded with certain companies in the Group in the ordinary course of business.

    There were no arrangements during and at the end of the financial year which had the object of enabling Directors ofthe Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any otherbody corporate.

    Directors’ ReportFor The Financial Year Ended 31 March 2007 (continued)

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    ISSUE OF SHARES

    There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.

    OPTIONS GRANTED OVER UNISSUED SHARES

    No options were granted to any person to take up unissued shares of the Company during the financial year.

    OTHER STATUTORY INFORMATION

    Before the income statements and balance sheets of the Group and of the Company were made out, the Directorstook reasonable steps to ascertain that:

    i. all known bad debts have been written off and adequate provision made for doubtful debts, andii. all current assets have been stated at the lower of cost and net realisable value.

    At the date of this report, the Directors are not aware of any circumstances:

    i. that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in theGroup and in the Company inadequate to any substantial extent, or

    ii. that would render the value attributed to the current assets in the financial statements of the Group and of theCompany misleading, or

    iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of theGroup and of the Company misleading or inappropriate, or

    iv. not otherwise dealt with in this report or in the financial statements, that would render any amount stated in thefinancial statements of the Group and of the Company misleading.

    At the date of this report, there does not exist:

    i. any charge on the assets of the Group or of the Company that has arisen since the end of the financial year andwhich secures the liabilities of any other person, or

    ii. any contingent liability in respect of the Group or of the Company that has arisen since the end of the financialyear.

    No contingent liability or other liability of any company in the Group has become enforceable, or is likely to becomeenforceable 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 theyfall due.

    In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial yearended 31 March 2007 have not been substantially affected by any item, transaction or event of a material andunusual nature nor has any such item, transaction or event occurred in the interval between the end of that financialyear and the date of this report.

    AUDITORS

    The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

    Signed in accordance with a resolution of the Directors:

    Tuan Haji Su’ut Bin Haji Suhaili

    Dato’ Lee Choon Chin

    Kuching,

    Date: 30 July 2007

    Directors’ ReportFor The Financial Year Ended 31 March 2007 (continued)

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    Statement by DirectorsPursuant To Section 169(15) Of The Companies Act, 1965

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    In the opinion of the Directors, the financial statements set out on pages 44 to 85 are drawn up in accordance with theprovisions of the Companies Act, 1965 and applicable approved accounting standards for entities other than privateentities issued by the Malaysian Accounting Standards Board, so as to give a true and fair view of the state of affairsof the Group and of the Company at 31 March 2007 and of the results of their operations and cash flows for thefinancial year ended on that date.

    Signed in accordance with a resolution of the Directors:

    Tuan Haji Su’ut Bin Haji Suhaili

    Dato’ Lee Choon Chin

    Kuching,

    Date: 30 July 2007

    Statutory DeclarationPursuant To Section 169(16) Of The Companies Act, 1965

    I, Chew Chin Choong, the Director primarily responsible for the financial management of Weida (M) Bhd., do solemnlyand sincerely declare that the financial statements set out on pages 44 to 85 are, to the best of my knowledge andbelief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of theprovisions of the Statutory Declarations Act, 1960.

    Subscribed and solemnly declared by the abovenamed in Kuching in the State of Sarawak on 30 July 2007.

    Chew Chin Choong

    Before me:

    Chua Hian ChongCommissioner For OathsKuching, Sarawak.

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    We have audited the financial statements set out on pages 44 to 85. The preparation of the financial statements is theresponsibility of the Company’s Directors.

    It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to reportour opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose.We do not assume responsibility to any other person for the content of this report.

    We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the Directors, as well as evaluating the overall financial statement presentation. We believe our auditprovides a reasonable basis for our opinion.

    In our opinion:

    (a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965and applicable approved accounting standards for entities other than private entities issued by the MalaysianAccounting Standards Board so as to give a true and fair view of:

    i. the state of affairs of the Group and of the Company at 31 March 2007 and the results of their operationsand cash flows for the financial year ended on that date; and

    ii. the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statementsof the Group and of the Company;

    and

    (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by theCompany and the subsidiaries have been properly kept in accordance with the provisions of the said Act.

    We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’sfinancial statements are in form and content appropriate and proper for the purposes of the preparation of theconsolidated financial statements and we have received satisfactory information and explanations required by us forthose purposes.

    The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did notinclude any comment made under subsection (3) of Section 174 of the Act.

    KPMGFirm Number: AF 0758Chartered Accountants

    Chin Chee KongPartnerApproval Number: 1481/1/09 (J)

    Kuching,

    Date: 30 July 2007

    Report Of The Auditors To The Members Of Weida (M) Bhd.

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    Balance Sheets At 31 March 2007

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    Note Group Company2007 2006 2007 2006

    RM RM RM RM

    AssetsProperty, plant and equipmen