Anda di halaman 1dari 61

Laporan Tahunan

2 0 0 3
Annual Report

500872-H
(Incorporated in Malaysia)
003
o rt 2
al Rep
nu
An

CONTENTS
CORPORATE INFORMATION 2

NOTICE OF ANNUAL GENERAL MEETING 3-4

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 5

ADDITIONAL COMPLIANCE INFORMATION 6

PROFILE OF DIRECTORS 7-9

CHAIRMAN'S STATEMENT 10

AUDIT COMMITTEE REPORT 11-12

CORPORATE GOVERNANCE STATEMENT 13-16

STATEMENT ON INTERNAL CONTROL 17-18

STATEMENT OF DIRECTORS' RESPONSIBILITIES 19

FINANCIAL STATEMENTS 21-53

LIST OF GROUP'S PROPERTIES 54

STATEMENT OF HOLDINGS 55-58

FORM OF PROXY
Ann
ual
Rep
ort
20
03

CORPORATE INFORMATION

DIRECTORS SECRETARIES
Foo Wan Thot @ Foo Wan Kang (Chairman) Chan Yoke Yin (MAICSA 7043743)
Lee Son Hong (Chief Executive Officer) Cheng Ghee Cheng (LS 04598)
Foo Wan Kong (Executive Director)
Loke Hook Beng (Non-Executive Director) REGISTERED OFFICE
Md Dzaki bin Md Rejab (Independent Non-Executive Director)
Seou Lim Khoon (Independent Non-Executive Director) No. 35 Jalan Hussein,
Chan Kok Keong (Independent Non-Executive Director) 30250 Ipoh, Perak Darul Ridzuan, Malaysia.
Telephone No.: 605-2415633
AUDIT COMMITTEE Facsimile No.: 605-2415578

Md Dzaki bin Md Rejab (Independent Non-Executive Director) - Chairman PRINCIPAL PLACE OF BUSINESS
Seou Lim Khoon (Independent Non-Executive Director) - Member
Foo Wan Thot @ Foo Wan Kang (Executive Director) - Member Lot 12 Medan Tasek,
Tasek Industrial Estate,
EXECUTIVE COMMITTEE 31400 Ipoh, Perak Darul Ridzuan, Malaysia.

Lee Son Hong (Executive Director) - Chairman REGISTRARS


Foo Wan Thot @ Foo Wan Kang (Executive Director) - Member
Foo Wan Kong (Executive Director) - Member Signet Share Registration Services Sdn. Bhd.
No. 35 Jalan Hussein,
REMUNERATION COMMITTEE 30250 Ipoh, Perak Darul Ridzuan, Malaysia.
Telephone No.: 605-2415633
Loke Hook Beng (Non-Executive Director) - Chairman Facsimile No.: 605-2415578
Lee Son Hong (Executive Diredtor) - Member
Md Dzaki bin Md Rejab (Independent Non-Executive Director) - Member AUDITORS
NOMINATING COMMITTEE KPMG
C-1-03, 1st Floor
Chan Kok Keong (Independent Non-Executive Director) - Chairman No. 2 Persiaran Greentown 3
Seou Lim Khoon (Independent Non-Executive Director) - Member Greentown Business Centre
Md Dzaki bin Md Rejab (Independent Non-Executive Director) - Member 30450 Ipoh, Perak Darul Ridzuan, Malaysia.

ESOS COMMITTEE BANKERS


Foo Wan Kong (Executive Director) - Chairman United Overseas Bank (Malaysia) Bhd
Lee Son Hong (Executive Director) - Member RHB Bank Berhad
Seou Lim Khoon (Independent Non-Executive Director) - Member
APL INDUSTRIES BERHAD (500872-H)

2
003
o rt 2
al Rep
nu
An

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of the Company will be held at Heritage Hotel, Jalan Raja DiHilir, 30350 Ipoh,
Perak Darul Ridzuan, Malaysia on Thursday, 18 December 2003 at 11.30 a.m.

AGENDA

1. To receive and adopt the Audited Financial Statements for the year ended 30 June 2003, together with the Directors' and Auditors' Reports
thereon.

2. To approve payment of increased Directors' fee of RM55,000.

3. To re-elect the following Director retiring in accordance with the Company's Articles of Association:

Foo Wan Kong

4. To appoint Auditors and authorise the Directors to fix their remuneration.

5. To transact any other business appropriate at an Annual General Meeting.

6. As SPECIAL BUSINESS, to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTION 1 - AUTHORITY TO ALLOT AND ISSUE SHARES IN


GENERAL PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
"That, subject to the Companies Act, 1965 and the Articles of Association of the Company and approvals from the Kuala Lumpur Stock
Exchange, the Securities Commission and other relevant governmental or regulatory authorities, the Directors be and are hereby empowered
pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the capital of the Company from time to time upon such
terms and conditions and for such purposes as the Directors may in their discretion deem fit provided that the aggregate number of shares
issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that such authority
shall continue in force until the conclusion of the next Annual General Meeting of the Company."

ORDINARY RESOLUTION 2 - AUTHORITY TO ALLOT AND ISSUE SHARES


PURSUANT TO THE EMPLOYEES' SHARE OPTION SCHEME
"That, subject to the Companies Act, 1965 and the Articles of Association of the Company, the Directors be and are hereby empowered
pursuant to Section 132D of the Companies Act, 1965 to allot and issue such number of new ordinary shares of RM1.00 each in the capital of
the Company as may be required to be issued pursuant to the exercise of options under the Employees' Share Option Scheme which was
approved by an Ordinary Resolution passed at the Extraordinary General Meeting of the Company on 24 July 2000."

By Order of the Board

CHAN YOKE YIN


CHENG GHEE CHENG
Ipoh, Perak Darul Ridzuan, Malaysia
21 November 2003 Company Secretaries

NOTE: A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote instead of him. A
proxy may but need not be a member of the Company. The instrument appointing a proxy must be deposited at the Registered Office
of the Company, No. 35 Jalan Hussein, 30250 Ipoh, Perak Darul Ridzuan, Malaysia not less than 48 hours before the time appointed for
holding the Meeting.
APL INDUSTRIES BERHAD (500872-H)

3
Ann
ual
Rep
ort
20
03

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES:
1. RE-ELECTION OF DIRECTOR
Chan Kok Keong is also due for retirement at the forthcoming Annual General Meeting. However, he has advised that he will not be seeking re-
election at the forthcoming Annual General Meeting.

2. ORDINARY RESOLUTION 1
Pursuant to Section 132D of the Companies Act, 1965, the Directors of the Company may, subject to the approval of the Shareholders of the
Company, exercise any power to allot and issue shares in general from time to time upon such terms and conditions and for such purposes as
the Directors may in their discretion deem fit and that such authority shall continue in force until the conclusion of the next Annual General
Meeting. As such, the Directors seek the Shareholders' approval to allot and issue shares in general.

3. ORDINARY RESOLUTION 2
On 24 July 2000, the Shareholders of the Company had approved the Employees' Share Option Scheme ("ESOS"). According to Section 132D
of the Companies Act, 1965, the approval given by the Shareholders to the Directors of the Company to allot and issue shares pursuant to the
ESOS expires at the forthcoming 2003 Annual General Meeting. As such, the Directors seek the Shareholders' renewed approval to allot and
issue the shares for the ESOS.

2003 ANNUAL REPORT


The 2003 Annual Report is in CD-ROM format. Printed copy of the Annual Report shall be provided to the shareholders within 4 markets days from the
date of receipt of the request. Shareholders who wish to receive the printed copy of the Annual Report and who require assistance with the viewing of
the CD-ROM, kindly contact Miss Kelly Ng Swan Jin at Tel No.: 605-2910060 or e-mail to annual_report@apl.com.my.
APL INDUSTRIES BERHAD (500872-H)

4
3
rt 200
e po
lR
n ua
An

STATEMENT ACCOMPANYING NOTICE OF


THE FOURTH ANNUAL GENERAL MEETING
OF APL INDUSTRIES BERHAD PURSUANT TO PARAGRAPH 8.28(2) OF THE LISTING REQUIREMENTS OF THE KUALA LUMPUR STOCK EXCHANGE

1. Fourth Annual General Meeting of APL Industries Berhad

Place : Heritage Hotel, Jalan Raja DiHilir, 30350 Ipoh, Perak Darul Ridzuan, Malaysia.
Date : Thursday, 18 December 2003
Time : 11.30 a.m.

2. Names of individuals who are standing for re-election and their shareholdings in the Company are as follows:

Options over Ordinary


Shares of RM1.00 each at
Ordinary Shares of RM1.00 a price of RM1.00 each
each at 15.10.2003 at 15.10.2003
Name of Directors Direct Deemed

Foo Wan Kong - 59,543,337 450,000

Foo Wan Kong is deemed to have interests in the shares of all the subsidiaries by virtue of his interests in the shares of the Company.

Chan Kok Keong who does not have any interest in the shares of the Company and subsidiary companies has advised that he will not be
seeking re-election at the forthcoming Annual General Meeting.

Details of the above Directors are set out in the Profile of Directors on page 7 to 9 of this Annual Report.

3. Details of attendance of Directors at Board Meetings

Five (5) Board Meetings were held during the financial year from 1 July 2002 till 30 June 2003:

29 August 2002
28 October 2002
27 November 2002
26 February 2003
28 May 2003

Details of attendance of Directors at the Board Meeting are as follows:

Name of Directors Number of Meetings Number of Meetings Attended

Foo Wan Thot @ Foo Wan Kang 5 5


Lee Son Hong 5 4
Foo Wan Kong 5 5
Md Dzaki bin Md Rejab 5 5
Loke Hook Beng 5 5
Seou Lim Khoon 5 5
Chan Kok Keong 5 4 APL INDUSTRIES BERHAD (500872-H)

5
Ann
ual
Rep
ort
20
03

ADDITIONAL COMPLIANCE INFORMATION

Utilisation of Proceeds
The Company did not raise funds through any corporate proposal during the financial year.

Share Buy-Back
The Company did not make any share buy-back during the financial year.

Options, Warrants or Convertible Securities


No options, warrants or convertible securities were exercised during the financial year.

American Depository Receipt ("ADR") or Global Depository Receipt ("GDR") Programme


The Company did not sponsor any ADR or GDR programme during the financial year.

Sanctions and/or Penalties


There were no material public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant
regulatory bodies during the financial year.

Non-Audit Fees
Non-audit fees paid to the external Auditors for the financial year was RM6,000.

Variation in Results
There was no material variance between the audited results for the financial year ended 30 June 2003 and unaudited results previously released for the
financial quarter ended 30 June 2003.

Profit Guarantee
There was no profit guarantee given by the Company during the financial year.

Material Contracts
There was no material contracts entered into by the Company or its subsidiaries, involving Directors and major shareholders' interests during the
financial year.

Revaluation Policy on Landed Properties


There was no revaluation of landed properties during the financial year.
APL INDUSTRIES BERHAD (500872-H)

6
003
o rt 2
al Rep
nu
An

PROFILE OF DIRECTORS

FOO WAN THOT @ FOO WAN KANG


68 years of age
Malaysian
Chairman, Executive Director
Member, Audit Committee
Member, Executive Committee

He was appointed to the Board of APL Industries Berhad on 23 September 2000 and was subsequently appointed as Chairman on 25 September 2000.
He is the co-founder of Asia Pacific Latex Sdn Bhd. He was an undergraduate of the University of Dublin. As a businessman, he has been involved in tin
mining, plywood, plantation, properties and investment sectors. Currently, he sits on the Board of Pan Malaysian Wood Berhad and several private
limited companies.

He is actively involved in community-service activities and is the Chairman of the Board of Governors of Shen Jai High School, Ipoh. The Foo Yet Kai
Foundation set up by him has contributed to numerous charitable causes and helped many needy students to further their studies.

He has attended all the five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He is a cousin of Foo Wan Kong and is
a director and shareholder in Foo Wan Thot & Sons Sdn Bhd and Pan Malaysian Rubber Sdn Bhd, major shareholders of the Company. He has no
conflict of interest with the Company and has had no convictions for offences within the past ten years.

LEE SON HONG


46 years of age
Malaysian
Chief Executive Officer,
Chairman, Executive Committee
Member, Remuneration Committee
Member, ESOS Committee

He was appointed to the Board of APL Industries Berhad on 23 September 2000. He was appointed Chief Executive Officer of the Company on 25
September 2000. He is another co-founder of Asia Pacific Latex Sdn Bhd and is also the Managing Director of Asia Pacific Latex Sdn Bhd group of
companies. After completing his studies in Sekolah Menengah Hua Lian, Taiping, Perak he initially got started in the manufacturing and marketing of
palm oil and coconut oil before venturing into the rubber gloves industry where over the years, he had acquired considerable experience and
knowledge in this field. He is instrumental in setting up the marketing arms in USA and Germany

He has attended four (4) out of five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He does not have any family
relationship with any other director of the Company. He is a director and shareholder in Win Three (M) Sdn Bhd, a major shareholder of the Company.
He has no conflict of interest with the Company and has had no convictions for offences within the past ten years.

FOO WAN KONG


65 years of age
Malaysian
Executive Director
Member, Executive Committee
Chairman, ESOS Committee

He was appointed to the Board of APL Industries Berhad on 23 September 2000. His career began in the tin mining industry where he was a manager.
In 1969, he was entrusted with the responsibility to set up a plywood factory in Raub, Pahang, where he later became its General Manager.

He is the alternate director to Foo Wan Thot @ Foo Wan Kang in the Asia Pacific Latex Sdn Bhd group of companies except in APL Rubber Sdn Bhd
and APL Healthcare Sdn Bhd where he is a Director.

He has attended all the five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He is a cousin of Foo Wan Thot @ Foo
Wan Kang and a director and shareholder in Win Three (M) Sdn Bhd, a major shareholder of the Company. He has no conflict of interest with the
APL INDUSTRIES BERHAD (500872-H)

Company and has had no convictions for offences within the past ten years.

7
Ann
ual
Rep
ort
20
03

PROFILE OF DIRECTORS

MD. DZAKI BIN MD. REJAB


57 years of age
Malaysian
Independent Non-Executive Director
Chairman, Audit Committee
Member, Remuneration Committee
Member, Nominating Committee

He was appointed to the Board of APL Industries Berhad on 23 September 2000. He has a Diploma in Business Studies from UITM in 1969 and a
Bachelor of Business Administration from Ohio University, USA in 1977. He joined FELCRA in 1971 as an Examiner, and was promoted to Director of
Marketing and Processing in 1981.

He has attended all the five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He does not have any family
relationship with any other Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has had no
convictions for offences within the past ten years.

LOKE HOOK BENG


43 years of age
Malaysian
Non-Executive Director
Chairman, Remuneration Committee

He is a founder member of APL Industries Berhad and has been a Director of the Company since its incorporation on 9 December 1999. He had his
early education in Sekolah Menegah Hua Lian, Taiping, Perak. He worked as an electrical technician before starting his own business in 1988. He also
sits on the Board of several private limited companies.

He has attended all the five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He is deemed to have a conflict of
interest with the Company by virtue of his interest in a company which has business transactions with the Group as disclosed in the Audited Financial
Statements.

He does not have any family relationship with any other Director and/or other major shareholder of the Company. He has had no convictions for
offences within the past ten years.

SEOU LIM KHOON, CA(M)


51 years of age
Malaysian
Independent Non-Executive Director
Member, Audit Committee
Member, Nominating Committee
Member, ESOS Committee

He was appointed to the Board of APL Industries Berhad on 1 June 2001. An accountant by profession with 17 years of experience, he has extensive
knowledge in auditing and taxation. He is also the sole proprietor of Yeoh Onn Hor & Co., a public accounting firm in Ipoh.

He is a member of the Malaysian Institute of Accountants (MIA) and has obtained membership of the Association of Chartered Certified Accountants,
UK (ACCA), and the Institute of Chartered Secretaries and Administrators, UK (ICSA).

He has attended all the five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He does not have any family
relationship with any other Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has had no
convictions for offences within the past ten years.
APL INDUSTRIES BERHAD (500872-H)

8
003
o rt 2
al Rep
nu
An

PROFILE OF DIRECTORS

CHAN KOK KEONG, LLM Barrister at Law


45 years of age
Malaysian
Independent Non-Executive Director
Chairman, Nominating Committee

He was appointed to the Board of APL Industries Berhad on 18 July 2001. He is a graduate in Law and Politics (Joint-Honours) from the University of
Keele, England. After graduation in 1981, he enrolled for the English Bar exams and was called to the Honourable Society of Middle Temple in the
following year. He pursued and was conferred the degree of Master of Laws in 1983 upon completion of a post-graduate course in the University
College of London. Before returning to Malaysia, he read in Chambers in London under the tutelage of Peter Griffiths and Thomas Shields (now one of
Her Majesty's Queen's Counsel).

He commenced practice in Malaysia in September 1984 and founded the firm, Chan & Associates, in July 1986. Since then, he has carried on an
extensive practice, advising and appearing as Counsel in a wide range of cases, mostly difficult and complex, many of which have been reported and
used as precedents. He has also sat as an Arbitrator appointed by the Kuala Lumpur Stock Exchange to hear disputes between members of the stock-
broking industry.

Although interested in the practice of law generally, He is now particularly devoted to the cause of minority shareholders and is also very interested in
the changing perspectives of directors' duties and their role in society. On these two topics, he has written articles and been a frequent speaker in
seminars and conferences. He is a member of the Board of Governors of his alma mater, St. Michael's Institution, Ipoh.

He has attended four (4) out of five (5) Board of Directors' Meetings held during the financial year ended 30 June 2003. He does not have any family
relationship with any other Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has had no
convictions for offences within the past ten years.

APL INDUSTRIES BERHAD (500872-H)

9
Ann
ual
Rep
ort
20
03

CHAIRMAN'S STATEMENT

On behalf of the Board of Directors, I have pleasure in presenting the annual report and the financial statements of APL Industries Berhad and its group
of companies for the financial year ended 30 June 2003.

INDUSTRY TRENDS
The year under review has been a challenging one, not only for the Group but for the rubber glove industry as well. We have seen a tremendous hike
in latex prices in the second half of the last financial year and this has cut significantly into the margins of the players in the industry. There was little
respite in the year under review where prices of latex, a major cost component of glove making, remained high. Latex supplies remained tight during
the period in view of increased demand, uncertain weather and declining planted acreage. These uncertainties have rubber glove companies finding
difficulties in sourcing supplies domestically. Malaysia's current export of rubber products exceeds that of its domestic production, an indication that
rubber products are imported for re-processing. The industry has been looking at latex suppliers outside of the country and this is viewed as inefficient,
costly and risky. With declining supplies of latex in the country and with the manpower shortage added on, we will see competing glove
manufacturing operations in raw materials and labour-abundant countries coming into prominence.

Demand-wise, the year has seen a strong upsurge, arising from the SARS outbreak and increased awareness in preventive care. The increase in demand
did not translate into better profits immediately as raw materials and production costs remained high and adjustment to selling prices were lagging
behind due to strong market competition. The very competitive market and the general reluctance among players to adjust the selling prices to reflect
cost increases have led to glove factories closures in the country.

Malaysia will continue to dominate the market as a strong player in rubber glove industry as she has the years of experience behind her. The industry,
in the medium term, should be able to weather competition through the development of newer and more efficient production methods. So long as
there is a critical mass the research and development sector in this industry will continue to innovate and progress.

FINANCIAL PERFORMANCE
Turnover for the Group improved 11.7% this financial year from RM128.7 million to RM 143.7 million. This came about due to increased sales volume
as selling prices have generally remained flat until the last quarter of the financial year. The Group turned in a profit before taxation of RM3.5 million in
the current financial year, a 35.2% decline from the previous year's RM5.4 million. The continued high costs of latex and rising fuel cost have kept
margins lower without a corresponding increase in selling prices. The increase in selling prices across the market only came into effect in the last
quarter and that quarter turned in better results than the previous three quarters, though not sufficient to make an impact on the overall financial
performance.

OPERATIONS REVIEW
The competitive environment and the tight market for raw materials and labour have made this a difficult year for the Group. The operations of the
Group continue to be rationalised and made more efficient. The Group has undertaken several cost efficient measures in its plants to improve its
financial performance, the major one being in its Seremban plant where the impending switch to the use of natural gas for its heating requirements
will result in big savings in its operating costs in the new financial year.

The demand for gloves has increased over the previous year, especially from early 2003, and this has kept our production facilities busy during that
time. The tight market for latex has made the Group more vigilant in monitoring latex deliveries to ensure consistent quality. A growing market with
big potentials amidst tighter margins has led the Group to look for alternative production base. The establishment of APL International Incorporated
Limited, a wholly owned subsidiary in Vietnam, is part of the group's efforts to be a more cost effective producer of gloves. The setting of a plant there
will enable the Group to have greater and easier access to raw materials, fuel and human resources. The capacity of the new plant is expected to
exceed current production levels, bringing the Group's output to more than double the current level.

PROSPECTS
The price of latex is expected to stay at its highs and producers will be hard pressed to maintain previous margins. The competition will continue to be
strong and cost efficient operations will be the key to meet the competition ahead. We are confident that our current cost efficient measures to
improve our Malaysian operations and the coming Vietnam operations will make positive contributions to the group profits.

ACKNOWLEDGEMENT
APL INDUSTRIES BERHAD (500872-H)

On behalf of the Board, I would like to extend my sincere appreciation to management and staff for their contribution and dedication to the Group. To
Chan Kok Keong, who does not seek re-election upon his retirement at the forthcoming annual general meeting, on behalf of the Board, I extend my
sincere appreciation for his contributions while being a Board member of the Company. Last but not least, I would like to thank our business
associates, bankers and customers who have remained supportive towards us these years.

FOO WAN THOT@ FOO WAN KANG


(Chairman)

Date: 18 October 2003

10
003
o rt 2
al Rep
nu
An

AUDIT COMMITTEE REPORT

COMPOSITION
The current members of the Audit Committee are as follows:

Name Designation Directorship in APL Industries Berhad

Md Dzaki bin Md Rejab Chairman Independent Non-Executive Director


Foo Wan Thot @ Foo Wan Kang Member Chairman, Executive Director
Seou Lim Khoon Member Independent Non-Executive Director

TERMS OF REFERENCE
The Committee is governed by the following terms of reference:

1. Membership

The Committee shall be appointed by the Board from amongst its Directors (except alternate directors) which fulfils the following
requirements:

a) the Audit Committee must be composed of no fewer than three (3) members;
b) a majority of the Audit Committee must be independent directors; and
c) at least one member of the Audit Committee :

i) must be a member of the Malaysian Institute of Accountants; or


ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:
aa) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or
bb) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountant Act,1967; or
iii) fulfils such other requirements as prescribed by the Exchange.

The members of the Committee shall elect a Chairman from among themselves who shall be an Independent Director.

The Board shall, within three (3) months of vacancy occurring in the Committee which result in the number of members reduced to below
three (3), appoint such number of new members as may be required to make up the minimum number of three (3) members.

The Board shall review the term of office and performance of the Committee and each of its members at least once every three years.

2. Rights

The Committee shall, in accordance with the procedure determined by the Board and at the cost of the Company:

a) have authority to investigate any matter within its terms of reference;


b) have the resource which are required to perform its duties;
c) have full and unrestricted access to any information pertaining to the Company;
d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any);
e) be able to obtain independent professional or other advice; and
f) be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Committee, whenever
deemed necessary.

3. Functions

The functions of the Committee shall include the following:

3.1 To review the following and report the same to the Board:
a) with the external auditors, the audit plan;
b) with the external auditors, his evaluation of the system of internal controls;
c ) with the external auditors, his audit report;
APL INDUSTRIES BERHAD (500872-H)

d) the assistance given by the employees of the Company to the external auditors;
e) the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out
its work;
f ) the internal audit programme, processes, the result of the internal audit programme, processes or investigation undertaken and
whether or not appropriate action is taken on the recommendations of the internal audit function;
g) the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:
i) changes in or implementation of major accounting policy changes;
ii) significant and unusual events; and
iii) compliance with accounting standards and other legal requirements.
h) any related party transaction and conflict of interest situation that may arise within the Company or Group including any
transaction procedure or course of conduct that raises questions of management integrity;

11
Ann
ual
Rep
ort
20
03

AUDIT COMMITTEE REPORT

i) any letter of resignation from the external auditors of the Company; and
j) whether there is reason (supported by grounds) to believe that the Company's external auditors is not suitable for reappointment;
and

3.2 To recommend the nomination of a person or persons as external auditors.

4. Meetings

Meetings of the Committee shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that
one is necessary and shall have the right to appear and be heard at any meeting of the Committee. The Chairman shall convene a meeting
whenever any member of the Committee requests for a meeting. Written notice of the meeting together with the agenda shall be given to the
members of the Committee and external auditors where applicable. The quorum for a meeting of the Committee shall be two (2) provided
always that the majority of members present must be Independent Directors.

Other Board members and employees may attend any particular meeting only at the Committee's invitation.

The Company Secretary shall be the Secretary of the Committee.

5. Reporting Procedures

The Secretary shall maintain minutes of the proceedings of the meetings of the Committee and circulate such minutes to all members of the
Board.

ATTENDANCE OF MEETINGS
During the financial year ended 30 June 2003, a total of five (5) meetings were held.

The details of the attendance of the Committee members are as follows:

Name No. of Meetings Attended

Md Dzaki bin Md Rejab 5/5


Foo Wan Thot @ Foo Wan Kang 5/5
Seou Lim Khoon 5/5

SUMMARY OF ACTIVITIES
During the financial year, the activities undertaken by the Audit Committee included the following:

- Reviewed with the external auditors their management letter and finalisation of the financial statements for the financial year ended 30 June 2002;
- Reviewed the audit strategy and planning memorandum for the financial year ended 30 June 2003 with the external auditors;
- Reviewed the annual and quarterly financial statements and reporting to the Kuala Lumpur Stock Exchange and ensured compliance with the
additional disclosure requirements in accordance with the KLSE Listing Requirements;
- Reviewed and approved the Internal Audit Plan;
- Reviewed the internal audit reports and considered the findings by the auditors and management's responses thereto;
- Reviewed the reports of management on its risk management.

INTERNAL AUDIT FUNTION


The Group has its own internal audit function which reports to the Audit Committee and provides the Board with independent, objective assurance
and consulting services designed to add value and improve the organisation's operations.

The internal audit department has planned and carried out audit on the business units and activities of the Group where the risk exposure was
significant based on the feedback from the senior and top management.
APL INDUSTRIES BERHAD (500872-H)

The internal audit department has actively involved in the risk management process as a co-ordinator and examiner in order to enhance the
smoothness and effectiveness of risk management system.

The internal audit reports incorporating the management's response were submitted to the Audit Committee for review on regular basis.

12
003
o rt 2
al Rep
nu
An

CORPORATE GOVERNANCE STATEMENT

The Board of Directors are fully aware of the importance of having high standards of corporate governance within the Group and ensure that the
principles and best practices in corporate governance as set out in the Malaysian Code on Corporate Governance are complied by the Company.

Set out below is a statement of how the Company has applied these principles and its compliance with the best practices in corporate governance in
so far as is applicable to the Group.

A. BOARD OF DIRECTOR
Composition of the Board

The Board currently comprises seven directors, with three Executive Directors, three Independent Non-Executive Directors and one Non-Independent
Non-Executive Director. The concept of independence adopted by the Board is in line with the definition of an independent director in paragraph 1.01
of the Listing Requirements of the Kuala Lumpur Stock Exchange. The Board complies with paragraph 15.02 of the Listing Requirements which
requires that at least two directors or one third of the Board, whichever is higher, are Independent Directors. No individual or group of individuals
dominates the Board's decision making.

The Board comprises individuals from diverse disciplines, from businessmen to professionals, which include lawyers and accountants. They are of high
calibre, creditability and possess the necessary skills and experience to effectively discharge the Board's decision making.

The role of the Executive Chairman and Chief Executive Officer are separate, each with clearly defined responsibilities.

Seou Lim Khoon acts as the Senior Independent Non-Executive Director to whom concerns may be conveyed.

Board Responsibilities

The Board has the overall responsibility for corporate governance, strategic direction and overseeing the assets and liabilities of the Group. The Board
has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, acquisition and divestment
policy, approval of major capital expenditure projects, consideration of significant financial matters and it reviews the financial and operating
performance of the Group. The schedule ensures that the governance of the Group is in its hand.

Supply of Information

All Board members are provided with Board papers distributed in advance for meetings. Prior to the meetings of the Board and the Board Committees,
Board papers which include full and timely information relevant to the issues of the meeting were circulated to all the Directors. Every Director has also
unhindered access to the advice and services of the Company Secretary. The Board believes that the current Company Secretary is capable of carrying
out her duties to ensure the effective functioning of the Board.

The Board whether acting in a group or in their individual capacities are free to seek independent professional advice, at the Company's expense
(where necessary), to aid in the proper discharge of their statutory and fiduciary duties.

Board Meetings

The Board meets at least once every quarter. Additional meetings are held between scheduled meetings as and when required. A formal notice issued
by the Company Secretary preceded all scheduled meetings held during the year. All proceedings from the Board meetings are duly minuted and
signed by the Chairman of the Meeting, once confirmed by the Board.

Five (5) Board Meetings were held during the financial year ended 30 June 2003. Details of attendance of Directors at the Board Meetings are
presented in the Statement Accompanying the Notice of the Fourth Annual General Meeting.

Directors' Training

All the Directors have undergone the Mandatory Accreditation Programme (MAP). The Directors will continue to undergo other relevant training
programme to further enhance their skills and knowledge in compliance with Practice Notes 15 of the KLSE Requirements on Continuing Education
Programme.
APL INDUSTRIES BERHAD (500872-H)

13
Ann
ual
Rep
ort
20
03

CORPORATE GOVERNANCE STATEMENT

Board Committee

The Board of Directors delegates certain responsibilities to the Sub-Committees, namely the Audit Committee, the Executive Committee, the
Nominating Committee, the Remuneration Committee and the ESOS Committee to enhance its business and operational efficiency. The terms of
reference of each Committee have been approved by the Board and where applicable, comply with the recommendations of the Code. These
Committees operate within the terms of reference.

a) Audit Committee

The Audit Committee Report for the financial year 2003 is detailed on pages 11 to 12.

b) Executive Committee

The Executive Committee was established on 26 October 2001. The members of the Executive Committee are:

Chairman: Lee Son Hong (Executive Director)

Members: Foo Wan Thot @ Foo Wan Kang (Executive Director)

Foo Wan Kong (Executive Director)

c) Nominating Committee

The Nominating Committee was established on 26 October 2001. The members of the Nominating Committee are:

Chairman: Chan Kok Keong (Independent Non-Executive Director)

Members: Seou Lim Khoon (Independent Non-Executive Director)

Md Dzaki bin Md Rejab (Executive Director)

The responsibilities of the Nominating Committee include the following:

. Reviewing the composition, structure and size of the Board.


. Making recommendations with regards to any changes that are deemed necessary.
. Recommends the appointment of directors to the committees of the Board.
. Review the required mix of skills and experience and other qualities and competencies of Non-Executive Directors when recommendations
are made for Non-Executive Directors to be approved to the Board.

The Board appoints its members through a formal and transparent selection process. Potential candidates for the Board will be considered and
evaluated by the Nominating Committee. The Nominating Committee will then recommend the potential candidates for the Board's approval.
The Company Secretary will ensure that all appointments are properly made, that all information necessary is obtained, as well as all legal and
regulatory obligations are met.

In accordance with the Articles of Association of the Company, one-third of the Directors for the time being or, if their number is not three or a
multiple of three, then the number nearest to one-third shall retire from office and be eligible for re-election. The Articles of Association also
provides that all Directors shall retire at least once in three years.

d) ESOS Committee

The ESOS Committee was established on 27 October 2000 to administer the Group's Employees' Share Option Scheme.

The members of the ESOS Committee are:

Chairman: Foo Wan Kong (Executive Director)


APL INDUSTRIES BERHAD (500872-H)

Members: Lee Son Hong (Executive Director)

Seou Lim Khoon (Independent Non-Executive Director)

14
003
o rt 2
al Rep
nu
An

CORPORATE GOVERNANCE STATEMENT

e) Remuneration Committee

The Board as a whole determines the remuneration of the Non-Executive Directors with individual Directors abstaining from decisions in
respect of their individual remuneration. The level of remuneration of Non-Executive Directors is linked to their experience and level of
responsibilities undertaken. The policy is to provide remuneration packages necessary to attract, retain and motivate Directors of the quality
required to manage the business of the Company and the Group and align the interest of the Directors with those of the shareholders.

The members of the Remuneration Committee are:

Chairman: Loke Hook Beng (Non-Independent Non-Executive Director)

Members: Lee Son Hong (Executive Director)

Md Dzaki bin Md Rejab (Independent Non-Executive Director)

B. DIRECTORS' REMUNERATION
The Remuneration Committee recommends to the Board the framework for executive remuneration and for fixing the remuneration packages of
individual Directors. It is the ultimate responsibility of the entire Board to approve the remuneration for these Directors.

The details of the Directors' remuneration of the Company for the financial year ended 30 June 2003 are as follows:

RM'000 RM'000
Directors' Remuneration Executive Directors Non-Executive Directors

Fee - 55

Salaries and EPF 632 -

Allowances 10 18

Approximate cash value of 33 9


benefits-in-kind

Number of Directors
Directors' Remuneration Band Executive Directors Non-Executive Directors

Below RM 50,000 - 4

RM 50,000 - 100,000 2 -

RM 500,000 - RM 550,000 1 - APL INDUSTRIES BERHAD (500872-H)

15
Ann
ual
Rep
ort
20
03

CORPORATE GOVERNANCE STATEMENT

C. RELATIONSHIP WITH SHAREHOLDERS


The Company recognizes the importance of communicating with its shareholders and does this through timely dissemination of information on the
Company's affairs and performance. This is done through the distribution of Annual Report and relevant circulars, issuance of press releases and
announcements of its financial performance to the KLSE.

The Company uses the Annual General Meeting to enter into dialogue and interaction with the shareholders. Shareholders are encouraged to attend
and participate at the Annual General Meeting.

The Company has also established a website, www.apl.com.my whereby shareholders and investors can log in to obtain details of the Company's
operations. Alternatively, they can access the Company's announcements and results at the KLSE website at announcements.klse.com.my.

D. ACCOUNTABILITY AND AUDIT


Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the Group's financial performance and prospects through the
Chairman's Statement to oversee the Group's financial reporting processes and the quality of its financial reporting.

Internal Control

The Statement on Internal Control furnished on pages 17 to 18 of the annual report provides an overview of the state of internal controls within the
Group.

Relationship with the Auditors

The Board has established a formal and transparent arrangement with its external Auditors to meet their professional requirements.

Key features underlying the relationship of the Audit Committee with the external auditors are included in the Audit Committee's Report as detailed on
pages 11 to 12 of this Annual Report.

COMPLIANCE WITH THE CODE


The Group has complied substantially with the best practices as set out in Part 2 of the Malaysian Code on Corporate Governance except for the
evaluation of the effectiveness of the Board of Directors has not been carried out during the financial year ended 30 June 2003.
APL INDUSTRIES BERHAD (500872-H)

16
003
o rt 2
al Rep
nu
An

STATEMENT ON INTERNAL CONTROL

Introduction

Paragraph 15.27 (b) of the Kuala Lumpur Stock Exchange Listing Requirements requires the Board of Directors of public listed companies to include in
its annual report a "statement about the state of internal control of the listed issuer as a group".

The Board of Directors is committed to maintaining a sound system of internal control in the Group and is pleased to provide the following statement
which has been prepared in accordance with the Guidance for Directors of Public Listed Companies on the Statement on Internal Control.

Directors' Responsibility

The Board of Directors has the overall responsibility for maintaining a sound system of internal control to safeguard shareholders' investment and the
Group's assets by:

- identifying principal risks and ensure the implementation of appropriate systems to manage these risks;
- reviewing the adequacy and the integrity of the Group's internal control systems.

However, such a system is designed to manage rather than eliminate the risk of failure to achieve the business objectives, and can provide only
reasonable but not absolute assurance against material misstatement or loss.

Risk Management Framework

The Board of Directors acknowledges the importance of risk management as an integral part of corporate governance of the Group. During the
current financial year, the internal audit department has developed a set of standards and procedures as a guide and handbook for the Group's risk
management activities, which has been approved by the Board of Directors. It is called Risk Management Standard ("Standard") and it applies to all
business units and personnel of the Group.

A Risk Management Committee was established during the reporting period for implementing the Standard and to set policy and strategy for risk
management. The Committee is responsible to build a risk awareness culture within the Group and to co-ordinate and advise on the functional risk
management activities. During the reporting period, a risk management policy has been set for the Group and approved by the Board of Directors.

The Standard defines "risk" and the objectives of risk management. The Standard also lays down the procedures of risk management, which embraces
the setting of risk parameters, risk assessment process, risk reporting, risk treatment and residual risk monitoring. The role of parties involved in the risk
management process has also been defined in the Standard.

During the financial year, there was one meeting held by the Risk Management Committee to discuss and evaluate on the risks identified as well as to
decide on the risk treatment approach. The Risk Management Committee will meet on a quarterly basis.

During the financial year, the Standard was implemented for the Group's Malaysian subsidiaries. The Standard will, in the forthcoming year, be
implemented for the Group's overseas subsidiaries.

Risk management which includes identifying, evaluating and managing significant risks encountered by the Group will be an ongoing process.

APL INDUSTRIES BERHAD (500872-H)

17
Ann
ual
Rep
ort
20
03

STATEMENT ON INTERNAL CONTROL

Internal Audit Function

The Group has its own internal audit function which reports to the Audit Committee and provides the Board with independent, objective assurance
and consulting services designed to add value and improve the organisation's operations.

The internal audit department has planned and carried out audit on the business units and activities of the Group where the risk exposure was
significant based on the feedback from the senior and top management.

The internal audit department has been involved actively in the risk management process as a coordinator and examiner in order to enhance the
smoothness and effectiveness of the risk management system.

The internal audit reports incorporating the management's response were submitted to the Audit Committee for review on a quarterly basis.

Other Risk and Control Processes

Apart from the risk management and internal audit function, the other key elements of the Group's internal control systems are as follows:

. An organisational structure is in place which clearly defines each personnel's responsibilities and authority for all levels. A hierarchical reporting
mechanism has been established to ensure all significant issues affecting the Group are properly addressed and dealt with;

. Standard operating procedures have been established for all major operation units to ensure a stable and consistent operation for the Group.
The operating procedures are developed based on good manufacturing practice rules and ISO standards and are subject to validation and
verification on regular basis by external certification bodies independent to the Group. Any non compliance or inadequate procedure detected
or observed will be highlighted to the management for corrective and preventive action;

. Each process owner develops his/her own functional objectives and plans at the beginning of each year in which his/her performance will be
evaluated against the established objectives and plans bi-annually. Any variance or deviation will be analysed to find out the root cause in order
to suggest or develop plans for improvement;

. Variance analysis on operating cost of business units are monitored and reported to the Chief Executive Officer monthly. Corrective and control
decisions will be made after meeting or discussion among the senior management team; and

. Weekly operation meetings are held to discuss operational problems encountered and risks identified by each operation unit. Senior
management meetings are held on a monthly basis to address significant business problems and to review the management strategies towards
achieving the Group's objectives and goals.

Where areas of improvement in the internal control system are identified, the Chief Executive Officer considers the recommendations made by the
Audit Committee, internal audit function and senior management.

Weaknesses in Internal Controls that Result in Material Losses

There were no material losses incurred during the current financial year as a result of weaknesses in internal control. Management continues to take
measures to strengthen the control environment.
APL INDUSTRIES BERHAD (500872-H)

18
003
o rt 2
al Rep
nu
An

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Board of Directors is required under Paragraph 15.27(a) of the Kuala Lumpur Stock Exchange Listing Requirements to issue a statement explaining
their responsibility for preparing the annual audited financial statements for the year ended 30 June 2003, which give a true and fair view of the state
of affairs of the Company and of the Group at the end of the financial year and of the results of the Company and of the Group for the financial year
then ended.

In preparing the financial statements, the Directors have:

. adopted suitable accounting policies and applied them consistently;

. made judgements and estimates that are prudent and reasonable;

. ensured applicable accounting standards have been followed; and

. prepared the financial statements on the going concern basis.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the
Company and of the Group and to enable them to ensure that the financial statements comply with the Companies Act, 1965. The Directors are also
responsible for safeguarding the assets of the Company and of the Group and hence, for taking reasonable steps for the prevention and detection of
fraud and other irregularities.

APL INDUSTRIES BERHAD (500872-H)

19
003
o rt 2
al Rep
nu
An

REPORTS & FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 JUNE 2003

DIRECTORS' REPORTS 21-24

STATEMENT BY DIRECTORS 25

STATUTORY DECLARATION 26

AUDITORS' REPORT 27

BALANCE SHEETS 28

INCOME STATEMENTS 29

STATEMENTS OF RECOGNISED GAINS AND LOSSES 30

CASH FLOW STATEMENTS 31-32

NOTES TO THE FINANCIAL STATEMENTS 33-53


003
o rt 2
al Rep
nu
An

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2003

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 30
June 2003.

PRINCIPAL ACTIVITIES
The principal activity of the Company is that of investment holding whilst the principal activities of the subsidiaries are as stated in Note 3 to the
financial statements. There has been no significant change in the nature of these activities during the financial year.

RESULTS GROUP COMPANY


RM'000 RM'000

Net profit for the year 3,979 1,414

RESERVES AND PROVISIONS


There were no material transfers to or from reserves and provisions during the year.

DIVIDENDS
No dividend was paid during the year and the Directors do not recommend any dividend to be paid for the year under review.

DIRECTORS OF THE COMPANY


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

Foo Wan Thot @ Foo Wan Kang


Lee Son Hong
Foo Wan Kong
Md Dzaki bin Md Rejab
Loke Hook Beng
Seou Lim Khoon
Chan Kok Keong

The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of
those who were Directors at year end as recorded in the Register of Directors' shareholdings are as follows:

Number of ordinary shares of RM1.00 each


Balance at Balance at
Interest in shares of the Company: 1.7.2002 Bought (Sold) 30.6.2003
Direct interest
Lee Son Hong 5,916,220 - - 5,916,220
Loke Hook Beng 1 - - 1

Deemed interest
Foo Wan Thot @ Foo Wan Kang 65,841,948 9,625,000 - 75,466,948
Lee Son Hong 65,043,337 - - 65,043,337
Foo Wan Kong 65,043,337 - - 65,043,337

Foo Wan Thot @ Foo Wan Kang, Lee Son Hong and Foo Wan Kong are deemed to have interests in the shares of all the subsidiaries by virtue of their
interests in the shares of the Company.

Options granted over ordinary shares of the Company under the Employees' Share Option Scheme ("ESOS") are as follows:

Number of options over ordinary shares of RM1.00 each


Exercise Balance at Balance at
APL INDUSTRIES BERHAD (500872-H)

Price 1.7.2002 Granted Exercised 30.6.2003


RM
Lee Son Hong 1.00 500,000 - - 500,000
Foo Wan Kong 1.00 450,000 - - 450,000

None of the other Directors holding office at 30 June 2003 had any interest in the ordinary shares of the Company and of its related corporations
during the financial year.

21
Ann
ual
Rep
ort
20
03

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2003

DIRECTORS' BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit
included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in the financial statements) by reason of a
contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest other than as disclosed in Note 27 to the financial statements.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire
benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate apart from the Employees' Share Option
Scheme.

ISSUE OF SHARES AND DEBENTURES


There were no changes in the 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 year apart from the issue of warrants and options
pursuant to the Employees' Share Option Scheme.

Employees' Share Option Scheme

At an Extraordinary General Meeting held on 24 July 2000, the Company's shareholders approved the establishment of an Employees' Share Option
Scheme ("ESOS").

The options offered to take up unissued ordinary shares of RM1.00 each and the option prices are as follows:
Number of options over ordinary shares of RM1.00 each
Exercise Balance at Balance at
Date of offer Price 1.7.2002 Granted Lapsed* Exercised 30.6.2003
RM
30.6.2001 1.00 7,915,000 - (2,037,000) - 5,878,000
16.1.2002 1.00 1,730,000 - - - 1,730,000

* Upon resignation

There were no new options granted during the financial year.

The list of option holders and their holdings to take up unissued shares of 100,000 and above as at 30 June 2003 are as follows:

First Offer of options at an exercise price of RM1.00 per share

Asia Pacific Latex Sdn Bhd Granted Exercised Expiry


Too Sooi Keng 350,000 - 3.4.2006
Cheah Wing Faat 255,000 - 3.4.2006
Mohamad Haniffa bin Harun 114,000 - 3.4.2006

APL Healthcare Sdn Bhd


Loi Heng Sewn 316,000 - 3.4.2006
Teoh Kai Fiat 316,000 - 3.4.2006
Goh Bee Hong 280,000 - 3.4.2006
Sanda Malar d/o K.N. Sellappah 209,000 - 3.4.2006
Rosnaini bt. Rashidin 120,000 - 3.4.2006
Leong Mun Pin 108,000 - 3.4.2006

Norwell International Inc.


APL INDUSTRIES BERHAD (500872-H)

Michael Mischysyn 280,000 - 3.4.2006


Jane Gadowski 253,000 - 3.4.2006
Brian Bartoe 108,000 - 3.4.2006

Second Offer of options at an exercise price of RM1.00 per share


Asia Pacific Latex Sdn Bhd
Lee Son Hong 500,000 - 3.4.2006
Foo Wan Kong 450,000 - 3.4.2006

Latech Elastomer Vertriebs GmbH


Thomas Ramlau 400,000 - 3.4.2006
Michael Ten Wei Kong 380,000 - 3.4.2006

22
003
o rt 2
al Rep
nu
An

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2003

The salient features of the scheme are as follows:

(a) Eligible employees are those who are confirmed full time employees with at least one (1) year of service as at the Date of Offer including full-
time Executive Directors of the Company and its non-listed subsidiaries other than a subsidiary which is dormant.

(b) The ESOS shall continue to be in force for a period of five years from 4 April 2001 subject however, to any extension for a further period of five
years commencing from the date of expiration of the aforesaid five-year period upon obtaining approvals from all relevant parties.

(c) The options may be exercised by notice in writing to the Company and in respect of such lesser number of ESOS shares provided that the
number shall be in multiples of and not less than 1,000 shares. Such partial exercise of the options shall not preclude the employee from
exercising the options as to the balance of the ESOS shares of his/her entitlement under the ESOS, if any.

(d) The exercise price for each ordinary share under the ESOS shall be at a discount of not more than 10% to the weighted average market
quotation of the shares as shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five market days immediately
preceding the date of offer or at the par value of the ordinary shares of the Company, whichever is the higher.

(e) The maximum amount of shares that may be offered under the ESOS shall not be more than 10% of the issued and paid-up ordinary share capital
of the Company at any point of time during the existence of the Scheme.

Eligible employees who have accepted the Offer to participate in the scheme shall not be eligible to participate in another ESOS implemented or to be
implemented by any other company within the Group.

Warrants

On 22 September 2000, the Company issued 17,784,541 warrants 2000/2005 at an exercise price of RM1.00 in respect of the settlement of debts
owing by APL Rubber Sdn Bhd to unsecured financial institutions creditors.

The details of the warrants are disclosed in Note 16(b) to the financial statements.

OTHER STATUTORY INFORMATION


Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

(i) all known bad debts have been written off and adequate provision made for doubtful debts, and

(ii) 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 the Group and in the Company
inadequate to any substantial extent, or

(ii) that would render the value attributed to the current assets in the Group and in the Company financial statements misleading, or

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

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

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

(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which 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 financial year.
APL INDUSTRIES BERHAD (500872-H)

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of
the Company to meet their obligations as and when they fall due.

In the opinion of the Directors, except for the effects of adopting MASB 25: Income Taxes as disclosed in Note 33 to the financial statements, the
results of the operations of the Group and of the Company for the financial year ended 30 June 2003 have not been substantially affected by any item,
transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that
financial year and the date of this report.

23
Ann
ual
Rep
ort
20
03

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2003

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

Signed in accordance with a resolution of the Directors:

..................................................... Director
LEE SON HONG

..................................................... Director
FOO WAN KONG

IPOH
Date: 15 October 2003
APL INDUSTRIES BERHAD (500872-H)

24
3
rt 200
epo
al R
nu
An

STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

In the opinion of the Directors, the financial statements set out on pages 28 to 53, are drawn up in accordance with the provisions of the Companies
Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the
Company at 30 June 2003 and of the results of their operations and cash flows for the year ended on that date.

Signed in accordance with a resolution of the Directors:

..................................................... Director
LEE SON HONG

..................................................... Director
FOO WAN KONG

IPOH
Date: 15 October 2003

APL INDUSTRIES BERHAD (500872-H)

25
Ann
ual
Rep
ort
20
03

STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, LEE SON HONG, the Director primarily responsible for the financial management of APL INDUSTRIES BERHAD, do solemnly and sincerely declare
that the financial statements set out on pages 28 to 53 are, to the best of my knowledge and belief, correct and I make this solemn declaration
conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )


)
abovenamed LEE SON HONG in Ipoh )
)
in the State of Perak Darul Ridzuan )
)
on 15 October 2003. )

BEFORE ME:

ABD. RAHIM B. HJ. MAT TAIB, AMN., AMP.


Commissioner for Oaths
Ipoh, Perak Darul Ridzuan, Malaysia
APL INDUSTRIES BERHAD (500872-H)

26
3
rt 200
epo
al R
nu
An

REPORT OF THE AUDITORS TO THE MEMBERS

We have audited the financial statements set out on pages 28 to 53. The preparation of the financial statements is the responsibility of the Company's
Directors. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and perform the audit
to obtain all the information and explanations which we consider necessary to provide us with evidence to give reasonable assurance that the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the
financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the Directors as well as
evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides 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, 1965 and applicable approved
accounting standards in Malaysia so as to give a true and fair view of:

(i) the state of affairs of the Group and of the Company at 30 June 2003 and the results of their operations and cash flows for the 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 statements of 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 the Company and the subsidiaries
of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.

The subsidiaries in respect of which we have not acted as auditors are identified in Note 3 to the financial statements and we have considered their
financial statements and the auditors' reports thereon.

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

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

KPMG
Firm Number: AF-0758
Chartered Accountants

PETER HO KOK WAI


Partner
Approval Number: 1745/12/03 (J)
APL INDUSTRIES BERHAD (500872-H)

IPOH
Date: 15 October 2003

27
Ann
ual
Rep
ort
20
03

BALANCE SHEETS
AT 30 JUNE 2003

GROUP COMPANY
Note 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000

PROPERTY, PLANT AND EQUIPMENT 2 74,982 77,666 - -

INVESTMENT IN SUBSIDIARIES 3 - - 354,186 354,186

EXPENDITURE CARRIED FORWARD 4 131 149 - -

GOODWILL ON CONSOLIDATION 5 14,405 14,405 - -

INVESTMENT IN A JOINTLY
CONTROLLED ENTITY 6 50 50 - -

OTHER INVESTMENTS 7 178 328 - -

CURRENT ASSETS
Inventories 8 24,298 24,494 - -
Trade receivables 32,600 21,917 - -
Other receivables, deposits and
prepayments 9 10,643 9,006 5 5
Tax recoverable 10 2,794 5,662 - -
Fixed deposits 11 1,317 2,515 - -
Cash and bank balances 4,436 4,284 11 73
76,088 67,878 16 78
Less:
CURRENT LIABILITIES
Trade payables 7,013 12,495 - -
Other payables and accruals 12 11,074 12,603 1,033 1,668
Amounts due to subsidiaries 13 - - 4,062 4,903
Borrowings 14 29,483 22,939 - -
Amounts due to directors 15 - 56 - -
Taxation - 33 - -
47,570 48,126 5,095 6,571

NET CURRENT ASSETS/(LIABILITIES) 28,518 19,752 (5,079) (6,493)

118,264 112,350 349,107 347,693

Financed by:
SHARE CAPITAL 16 347,612 347,612 347,612 347,612

RETAINED PROFITS 17 8,099 4,120 1,495 81

MERGER DEFICIT (NON-DISTRIBUTABLE) (251,962) (251,962) - -

EXCHANGE FLUCTUATION RESERVE


(NON-DISTRIBUTABLE) 18 (101) (77) - -

SHAREHOLDERS' EQUITY 103,648 99,693 349,107 347,693

DEFERRED LIABILITIES
APL INDUSTRIES BERHAD (500872-H)

Borrowings 14 9,919 7,985 - -


Deferred taxation 19 4,697 4,672 - -

118,264 112,350 349,107 347,693

The financial statements were approved and authorised for issue by the Board of Directors on 15 October 2003.

The notes set out on pages 33 to 53 form an integral part of, and, should be read in conjunction with, these financial statements.

28
3
rt 200
epo
al R
nu
An

INCOME STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2003

GROUP COMPANY
Note 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000

REVENUE 20 143,733 128,735 1,751 1,751

COST OF SALES (121,199) (105,326) - -

GROSS PROFIT 22,534 23,409 1,751 1,751

Selling and distribution costs (5,468) (4,466) - -

Administration expenses (11,821) (10,344) (337) (310)

Other operating expenses (460) (2,429) - -

Other operating income 1,033 1,550 - 47

OPERATING PROFIT 21 5,818 7,720 1,414 1,488

Investing cost 22 (250) - - -

Financing costs 23 (2,307) (2,490) - -

Interest income 272 120 - -

PROFIT BEFORE TAXATION 3,533 5,350 1,414 1,488

Tax income/(expense) 24 446 (2,070) - -

NET PROFIT FOR THE YEAR 17 3,979 3,280 1,414 1,488

Basic earnings per ordinary share (sen) 25 1.15 0.94 0.41 0.43

Net dividends per ordinary share (sen) - - - -

APL INDUSTRIES BERHAD (500872-H)

The notes set out on pages 33 to 53 form an integral part of, and, should be read in conjunction with, these financial statements.

29
Ann
ual
Rep
ort
20
03

STATEMENTS OF RECOGNISED GAINS AND LOSSES


FOR THE YEAR ENDED 30 JUNE 2003

GROUP COMPANY
Note 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000

Exchange differences on translation of


the financial statements of foreign entities 18 (24) 4 - -

Net (loss)/gain not recognised in the


income statement (24) 4 - -

Net profit for the year 3,979 3,280 1,414 1,488

TOTAL RECOGNISED GAINS


FOR THE YEAR 3,955 3,284 1,414 1,488
APL INDUSTRIES BERHAD (500872-H)

The notes set out on pages 33 to 53 form an integral part of, and, should be read in conjunction with, these financial statements.

30
3
rt 200
epo
al R
nu
An

CASH FLOW STATEMENTS


FOR THE YEAR ENDED 30 JUNE 2003

GROUP COMPANY
Note 2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Cash flows from operating activities

Profit before taxation 3,533 5,350 1,414 1,488

Adjustments for:
Amortisation of expenditure carried forward 18 19 - -
Loss on disposal of plant and equipment 37 - - -
Depreciation/Amortisation 7,451 6,752 - -
Dividend income (1) - (1,751) (1,751)
Plant and equipment written off 9 - - -
Interest expense 2,307 2,490 - -
Interest income (272) (120) - -
Allowance for diminution in value of investments 250 - - -
Unrealised gain on foreign exchange (431) (677) - -

Operating profit/(loss) before working capital changes 12,901 13,814 (337) (263)

Changes in working capital:

Decrease/(Increase) in inventories 653 (3,181) - -


(Increase)/Decrease in trade and other receivables (12,635) 15,651 - (5)
(Decrease)/Increase in trade and other
payables and accruals (7,074) 1,226 (635) (2,913)
Advances (to)/from subsidiaries - - (841) 1,316

Cash (used in)/generated from operations (6,155) 27,510 (1,813) (1,865)

Interest received 203 9 - -


Interest paid (261) (159) - -
Taxation refunded/(paid) 3,304 (2,728) - -
Dividend received 1 - 1,751 1,751

Net cash (used in)/generated from


operating activities (2,908) 24,632 (62) (114)

Cash flows from investing activities

Proceeds from disposal of property, plant


and equipment 1,400 48 - -
Withdrawal of fixed deposits (pledged) 1,264 - - -
Purchase of property, plant and equipment A (5,614) (10,177) - -
Increase in fixed deposits pledged - (86) - -
Interest received 69 111 - -
Purchase of investments in jointly controlled entity - (50) - -
Purchase of quoted investments (100) (5) - -

Net cash used in investing activities (2,981) (10,159) - -


APL INDUSTRIES BERHAD (500872-H)

31
Ann
ual
Rep
ort
20
03

CASH FLOW STATEMENTS


FOR THE YEAR ENDED 30 JUNE 2003

GROUP COMPANY
Note 2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Cash flows from financing activities

Interest paid (2,046) (2,331) - -


Proceeds from re-financing 1,965 - - -
Repayment of hire purchase creditors (2,776) (2,489) - -
Proceeds from term loan 5,317 - - -
Repayment of term loan (8,831) (5,514) - -
Proceeds from bankers' acceptances 11,012 - - -
Repayment of bankers' acceptances - (1,172) - -
Repayment of discounted bills (126) (1,988) - -
Repayment to Directors (56) - - -

Net cash generated from/(used in)


financing activities 4,459 (13,494) - -

Effect on exchange rate fluctuation 82 (15) - -

Net (decrease)/increase in cash and


cash equivalents (1,348) 964 (62) (114)

Cash and cash equivalents at beginning of year

As previously reported 2,432 1,350 73 187


Effects of exchange rate differences 104 118 - -

As restated 2,536 1,468 73 187

Cash and cash equivalents at end of year B 1,188 2,432 11 73

Notes to the Cash Flow Statement

A Purchase of property, plant and equipment


During the year, the Group acquired property, plant and equipment with an aggregate cost of RM6,089,000 (2002: RM10,177,000) of which
RM475,000 (2002: RM NIL) was acquired by means of hire purchase.

B Analysis of cash and cash equivalents


GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Fixed deposits (excluding fixed deposits pledged) 580 514 - -


Cash and bank balances 4,436 4,284 11 73
Bank overdrafts (3,828) (2,366) - -

1,188 2,432 11 73
APL INDUSTRIES BERHAD (500872-H)

The notes set out on pages 33 to 53 form an integral part of, and, should be read in conjunction with, these financial statements.

32
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The following accounting policies are adopted by the Group and by the Company and are consistent with those adopted in previous years
except for the adoption of the following:-

(i) MASB 22, Segment Reporting

(ii) MASB 23, Impairment of Assets

(iii) MASB 24, Financial Instruments: Disclosure and Presentation

(iv) MASB 25, Income Taxes

(v) MASB 27, Borrowing Costs

Apart from the inclusion of the new policies and extended disclosures where required by these new standards, the effects of the changes in the
above accounting policies are disclosed in Note 33 to the financial statements.

1.1 Basis of accounting

The financial statements of the Group and of the Company are prepared on the historical cost basis except as disclosed in the notes to the
financial statements and in compliance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in
Malaysia.

1.2 Basis of consolidation

Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern
the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases.
Subsidiaries are consolidated using the acquisition method of accounting except for Asia Pacific Latex Sdn Bhd and APL Rubber Sdn Bhd which
are consolidated using the merger method of accounting on 30 September 2000 in accordance with the provisions of Malaysian Accounting
Standard No. 2. In accordance with the transitional provision of MASB 21 on Business Combinations which becomes operative covering
accounting periods beginning on or after 1 July 2001, the Group chooses to adopt this standard prospectively for all future business
combinations.

A subsidiary is excluded from consolidation when control is intended to be temporary if the subsidiary is acquired and held exclusively with a
view of its subsequent disposal in the near future and it has not previously been consolidated or it operates under severe long term restrictions
which significantly impair its ability to transfer funds to the Company. Subsidiaries excluded on these grounds are accounted for as investments.

Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of during the year are included from the date of
acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and these values
are reflected in the Group financial statements. The difference between the acquisition cost and the fair values of the subsidiaries' net assets is
reflected as goodwill or negative goodwill as appropriate.

Under the merger method of accounting, the results of the subsidiaries are presented as if the companies had been combined throughout the
current and previous financial years. The difference between the cost of acquisition and the nominal value of the share capital and reserves of
the merged subsidiaries is taken to merger reserve or merger deficit as appropriate. Merger deficit is adjusted against consolidated reserves
available as at date of merger.

Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses resulting from
intragroup transactions are also eliminated unless cost cannot be recovered.

1.3 Jointly controlled entity

A joint venture is a contractual agreement whereby the Group and other parties have joint control over an economic activity. In respect of its
interest in jointly controlled entity, the Group uses the equity method to account for its interest.
APL INDUSTRIES BERHAD (500872-H)

Unrealised profits or losses arising from transactions between the Group and its joint venturers are recognised only to the extent of that portion
of the gain or loss which is attributable to the interests of the other venturers. Unrealised losses are recognised in full when the transaction
provides evidence of a reduction in the net realisable value of current assets or an impairment loss.

1.4 Goodwill

Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets acquired and is stated at cost less
accumulated impairment losses (refer Note 1.6).

In respect of jointly controlled entity, the carrying amount of goodwill is included in the carrying amount of the investment in the jointly
controlled entity.

33
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

1.5 Property, plant and equipment and depreciation/amortisation

Freehold land and capital work-in-progress are stated at cost. All other property, plant and equipment are stated at cost/valuation less
accumulated depreciation and accumulated impairment losses. Revaluation of a subsidiary's leasehold land and buildings in 1989 was not
intended to effect a change in the accounting policy to one of revaluation of properties. Hence, in accordance with the transitional provisions
of MASB Approved Accounting Standard IAS16: Property, Plant and Equipment, the valuation at 1989 has not been updated.

A subsidiary's leasehold land will be amortised in equal instalments over the unexpired lease period of the land upon the issue of land title.

Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value.

Freehold land and capital work-in-progress are not amortised. A subsidiary's leasehold land is amortised in equal instalments over the period of
the lease of 65.5 to 83 years. The straight line method is used to write off the cost of the other assets over the term of their estimated useful
lives at the following principal annual rates:

Freehold condominium 10%


Buildings 2 - 10%
Plant and machinery 10%
Furniture, fittings, installation and equipment 5 - 20%
Motor vehicles 16 - 20%

1.6 Impairment

The carrying amount of the Group's assets, other than inventories, deferred tax assets and financial assets (other than investments in
subsidiaries, associates and joint ventures), are reviewed at each balance sheet date to determine whether there is any indication of impairment.
If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an
asset or the cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised in the income
statement unless the asset is carried at a revalued amount, in which case the impairment loss is charged to equity.

The recoverable amount is the greater of the asset's net selling price and its value in use. In assessing value in use, estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the
cash-generating unit to which the asset belongs.

An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an exceptional nature that is
not expected to recur and subsequent external events have occurred that reverse the effect of that event.

In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised. The reversal is recognised in the income
statement unless it reverses an impairment loss on a revalued asset, in which case it is taken to equity.

1.7 Inventories

Raw materials, work-in-progress and finished goods are stated at the lower of cost and net realisable value with first-in, first-out being the main
basis for cost.

For finished goods and work-in-progress, cost consists of materials, direct labour and an appropriate proportion of fixed and variable
production overheads while the cost of raw materials, packing materials and consumables comprises the original purchase price plus cost of
bringing these inventories to their present condition and location.

1.8 Receivables

Trade and other receivables are stated at cost less allowance for doubtful debts.
AP L IN DU STR IE S BE RH AD ( 5 0 0 8 7 2 - H )

1.9 Expenditure carried forward

Expenditure carried forward represents consideration paid by a foreign subsidiary for the right to use of names and purchase of customer list
from third parties. Expenditure carried forward is amortised and recognised as an expense on a systematic basis over 15 years so as to reflect
the pattern in which the related economic benefits are recognised.

1.10 Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

34
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Temporary differences are not recognised for goodwill not deductible for tax purposes and the
initial recognition of assets or liabilities that at the time of the transaction affects neither accounting nor taxable profit. The amount of deferred
tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantially enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be
utilised.

1.11 Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange
rates ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement.

(ii) Financial statements of foreign operations

The Group's foreign operations are not considered an integral part of the Company's operations. Accordingly, the assets and liabilities of
foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Ringgit Malaysia at exchange
rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Ringgit Malaysia at average
exchange rates applicable throughout the year. Foreign exchange differences arising on translation are recognised directly in equity.

The closing rates used in the translation of foreign currency monetary assets and liabilities and the financial statements of foreign
operations are as follows:-

Foreign currency 2003 2002


RM RM

1 US Dollar 3.80 3.80


1 Euro 4.35 3.78
1 Sterling pound 6.24 5.83

1.12 Hire purchase

Assets acquired under hire purchase agreements are capitalised at their purchase cost and depreciated in accordance with the policy set out in
Note 1.5 to the financial statements. The finance charges are charged to the income statement over the period of the agreements. The total
amount payable less undue interests under hire purchase agreements are included under hire purchase creditors.

1.13 Finance leases

Leases in which the Group and the Company assume substantially all the risks and rewards of ownership are classified as finance leases. Assets
acquired by way of finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease
payments at the inception of the leases, less accumulated depreciation and impairment losses.

In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is practicable to
determine; if not, the Group's incremental borrowing rate is used.

1.14 Investments

Long term investments other than in subsidiaries and joint ventures, are stated at cost. An allowance is made when the Directors are of the
view that there is a diminution in their value which is other than temporary.
APL INDUSTRIES BERHAD (500872-H)

Long term investments in subsidiaries and joint ventures are stated at cost in the Company, less impairment loss where applicable.

1.15 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant
risk of changes in value. For the purpose of the cash flow statements, cash and cash equivalents are presented net of bank overdrafts and
pledged deposits.

1.16 Liabilities

Borrowings and trade and other payables are stated at cost.

35
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

1.17 Revenue recognition

(i) Goods sold

Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised in the income statement when
the significant risks and rewards of ownership have been transferred to the buyer.

(ii) Interest income and rental income

Interest income and rental income are recognised in the income statement as they accrue, unless their collectibility are in doubt.

(iii) Dividend income

Dividend income is recognised when the right to receive payment is established.

1.18 Financing costs

Borrowing costs incurred on capital work-in-progress are capitalised. Exchange differences arising from foreign currency borrowings, to the
extent they are regarded as an adjustment to interest costs, are also capitalised. Capitalisation of borrowing costs will cease when the assets are
ready for their intended use.

The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is the weighted average of the borrowing
costs applicable to the Group's borrowings that are outstanding during the year, other than borrowings made specifically for the purpose of
financing a specific capital work-in-progress, in which case the actual borrowing cost incurred on that borrowing less any investment income
on the temporary investment of that borrowing will be capitalised.

Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest component of finance lease
payments is recognised in the income statement so as to give a constant periodic rate of interest on the outstanding liability at the end of each
accounting period.
APL INDUSTRIES BERHAD (500872-H)

36
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

2. PROPERTY, PLANT AND EQUIPMENT


Furniture,
fittings,
Long term installation Capital
GROUP Freehold Freehold leasehold Plant and Motor and work-in-
land condominium land Buildings machinery vehicles equipment progress Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
At Cost/Valuation

At 1 July 2002 2,121 241 4,596 22,794 94,105 1,914 5,721 33 131,525
Additions - - - 74 1,222 345 497 3,951 6,089
Transfers - - - 60 131 - - (191) -
Exchange differences 62 - - - - 10 28 75 175
Write off - - - - (4) - (13) - (17)
Disposals - - - - (3,088) (201) (8) - (3,297)

At 30 June 2003 2,183 241 4,596 22,928 92,366 2,068 6,225 3,868 134,475

Representing items at:

Cost 2,183 241 2,996 17,311 92,366 2,068 6,225 3,868 127,258
Directors' valuation - - 1,600 5,617 - - - - 7,217

2,183 241 4,596 22,928 92,366 2,068 6,225 3,868 134,475

Accumulated Depreciation/Amortisation

At 1 July 2002 - 69 296 3,503 46,654 892 2,445 - 53,859


Charge for the year - 24 55 449 6,079 232 612 - 7,451
Exchange differences - - - - - 8 23 - 31
Write off - - - - (1) - (7) - (8)
Disposals - - - - (1,794) (30) (16) - (1,840)

At 30 June 2003 - 93 351 3,952 50,938 1,102 3,057 - 59,493

Net Book Value

At 30 June 2003 2,183 148 4,245 18,976 41,428 966 3,168 3,868 74,982

At 30 June 2002 2,121 172 4,300 19,291 47,451 1,022 3,276 33 77,666

Depreciation/ Amortisation
charge for the year ended
30 June 2002 - 24 55 473 5,459 243 498 - 6,752

The title to a leasehold land belonging to a subsidiary has yet to be issued by the relevant authority.

Revaluation

One of the subsidiary's long term leasehold land and building are stated at Directors' valuation based on valuations made by a professional firm
of valuers on the open market basis in 1989.

Had the long term leasehold land and building been carried at historical cost less accumulated depreciation/amortisation, the carrying amount
of the revalued assets that would have been included in the financial statements at the end of the year would be RM1,052,000 (2002:
APL INDUSTRIES BERHAD (500872-H)

RM1,067,000) and RM2,051,000 (2002: RM2,222,000) respectively.

Security

Certain subsidiaries' property, plant and equipment at net book value of RM30,476,000 (2002: RM75,643,000) are pledged to local financial
institutions to secure credit facilities as disclosed in Note 14 to the financial statements.

37
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

Assets under hire purchase

Included in property, plant and equipment at net book value for the Group are the following assets currently financed under hire purchase
arrangement:

2003 2002
RM'000 RM'000

Motor vehicles 864 683


Plant and machinery 3,835 7,949

4,699 8,632

A subsidiary's property, plant and equipment at net book value of RM3,849,000 (2002: NIL) is being placed under a hire purchase re-financing
scheme to obtain funds for its working capital purpose.

Assets under leases

Included in property, plant and equipment of the Group are furniture, fittings, installation and equipment acquired under lease agreements
with a net book value of RM109,000 (2002: NIL). Lease payments do not include contingent rent.

3. INVESTMENT IN SUBSIDIARIES
COMPANY
2003 2002
RM'000 RM'000

Unquoted shares at cost 354,186 354,186

Details of subsidiaries are as follows:


Country of Group
Incorporation Interest (%)
Name of Company and Operation 2003 2002 Principal Activities

Talent Route Sdn Bhd * Malaysia 100 100 Dormant since incorporation.

APL Rubber Sdn Bhd * Malaysia 100 100 Investment holding.

Asia Pacific Latex Sdn Bhd Malaysia 100 100 Manufacture and sales of latex
examination gloves.
Held by Asia Pacific Latex Sdn Bhd

APL Products Sdn Bhd*# Malaysia 100 100 Manufacture and sale of latex
examination gloves.

APL Healthcare Sdn Bhd Malaysia 100 100 Manufacture and sale of latex
examination gloves.

Medipure Corporation (M) Malaysia 100 100 Provision of chlorination services and
Sdn Bhd trading of powder free latex gloves.

Latech Elastomer Germany 100 100 Marketing and distribution of


Vertriebs GmbH** healthcare products.

Norwell International Inc.* USA 100 100 Marketing and distribution of


APL INDUSTRIES BERHAD (500872-H)

healthcare products.

Asia Pacific Healthcare USA 100 100 Marketing and distribution of


Corporation*** healthcare products. Temporarily ceased
operations since 2001.
* Not audited by KPMG.
** Reviewed by KPMG. Not required by legislation to be audited in the country of incorporation. Management financial statements have
been used for consolidation purposes.
*** Management financial statements have been used for consolidation purposes as the Company has temporarily ceased operations and the
results of its operations in the current financial year were insignificant to the Group.
# The Group has a total 100% shareholding in APL Products Sdn Bhd, comprising 70% held via Asia Pacific Latex Sdn Bhd and 30% held
directly by the Company.

38
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

4. EXPENDITURE CARRIED FORWARD


GROUP
2003 2002
RM'000 RM'000

Balance brought forward 149 168


Amortisation for the year (18) (19)

Balance carried forward 131 149

5. GOODWILL ON CONSOLIDATION
GROUP
2003 2002
Restated
RM'000 RM'000

Balance brought forward - as previously reported 13,972 13,972


Effect of adopting MASB 25 433 433

Restated balance carried forward 14,405 14,405

6. INVESTMENT IN A JOINTLY CONTROLLED ENTITY


The Group's interest in the assets and liabilities, income and expenses of a jointly controlled entity is as follows:

2003 2002
RM'000 RM'000

Current assets 50 50
Current liabilities (2) (1)

Net assets 48 49

Income - -
Expenses (2) (1)

(2) (1)

Details of the jointly controlled entity is as follows:


Proportion of ownership interest
Name Principal activities 2003 2002
% %
WRP-APL Alliance Sdn Bhd Dormant 50 50

7. OTHER INVESTMENTS
GROUP
2003 2002
Long term
RM'000 RM'000
At cost:
Quoted unit trust 100 -
Quoted shares in Malaysia 328 328

428 328
APL INDUSTRIES BERHAD (500872-H)

Less: Allowance for diminution in value


Quoted shares in Malaysia (250) -

178 328

The market value of the quoted investments is shown in Note 31.

39
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

8. INVENTORIES
GROUP
2003 2002
RM'000 RM'000

Raw materials 2,067 1,669


Work-in-progress 558 310
Finished goods 20,829 21,753
Consumables 844 762

24,298 24,494

Finished goods of RM NIL (2002: RM4,647,000) are carried at net realisable value.

9. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS


GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Other receivables 9,027 8,097 - -


Deposits 950 681 5 5
Prepayments 666 228 - -

10,643 9,006 5 5

10. TAX RECOVERABLE

This comprises the Group's tax refundable due to the excess of tax instalments paid over the tax payable.

11. FIXED DEPOSITS


GROUP
2003 2002
RM'000 RM'000

Licensed banks 1,047 2,292


Other financial institutions 270 223

1,317 2,515

Included in fixed deposits are amounts totalling RM489,000 (2002: RM1,762,000) pledged to licensed banks as security for banking facilities
granted to subsidiaries.

Included in fixed deposits is an amount totalling RM248,000 (2002: RM239,000) pledged to the High Court as security in respect of a
subsidiary's court case pending appeal.

Included in fixed deposits are amounts totalling RM495,000 (2002: RM1,878,000) which are registered in the name of two Directors and a
company in which a Director has interest, which are held in trust for a subsidiary.

12. OTHER PAYABLES AND ACCRUALS


GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000
APL INDUSTRIES BERHAD (500872-H)

Other payables 8,272 10,317 960 1,617


Deposits 12 33 - -
Accruals 2,790 2,253 73 51

11,074 12,603 1,033 1,668

13. AMOUNTS DUE TO SUBSIDIARIES


Amounts due to subsidiaries represent advances that are unsecured, interest free and have no fixed terms of repayment.

40
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

14. BORROWINGS GROUP


2003 2002
RM'000 RM'000
Current
Bank overdrafts - secured 3,828 2,366
Bankers' acceptances - secured 21,918 10,906
Bills discounted - secured - 126
Term loans - secured 2,200 7,372
Hire purchase creditors 1,503 2,169
Finance lease liabilities 34 -

29,483 22,939

Non current

Term loans - secured 8,751 7,093


Hire purchase creditors 1,084 892
Finance lease liabilities 84 -

9,919 7,985

Total 39,402 30,924

The Group's hire purchase creditors, finance lease liabilities and term loans are repayable as follows:

2003 Payments Interest Principal


RM'000 RM'000 RM'000

Hire purchase creditors

Less than one year 1,756 253 1,503


Between one and five years 1,272 188 1,084

3,028 441 2,587

2002

Hire purchase creditors

Less than one year 2,558 389 2,169


Between one and five years 1,066 174 892

3,624 563 3,061

2003

Finance lease liabilities

Less than one year 37 3 34


Between one and five years 98 14 84

135 17 118

GROUP
APL INDUSTRIES BERHAD (500872-H)

2003 2002
Term loans RM'000 RM'000

Repayable under one year 2,200 7,372


Repayable between one and two years 4,092 2,666
Repayable between two and five years 4,360 3,390
Repayable after five years 299 1,037

10,951 14,465

41
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

The subsidiaries' borrowings, except for hire purchase and finance leases are secured as follows:

(i) Debentures for RM4,000,000 incorporating fixed and floating charge over assets of a subsidiary, both present and future.

(ii) Legal charges over landed properties of the subsidiaries together with plant and machinery erected thereon.

(iii) A specific debenture for RM7,600,000 over plant and machinery erected on a subsidiary's long term leasehold land.

(iv) A specific fixed debenture of RM3,700,000 over machinery to be acquired by the subsidiary.

(v) Corporate guarantees for RM46,196,000 by the Company.

(vi) Joint and several guarantee by certain Directors.

(vii) Negative pledge.

The term loans are repayable by fixed monthly instalments which vary between 48 to 96 instalments.

The term loans are subject to interest at 1.25% - 1.75% (2002: 1.25% - 1.75%) per annum above the lending banks' base lending rates.

The overdrafts are subject to interest at 1.50% - 1.75% (2002: 1.50% - 2.00%) per annum above the lending bank's base lending rates.

Hire purchase, bankers' acceptances, finance lease liabilities and discounting facility are subject to interest at rates ranging from 3.50% to
5.40% (2002: 4.20% to 8.00%) per annum.

The main covenants of the term loan facilities of the Group are as follows:

(i) the subsidiary shall notify the bank of the occurrence of an Event of Default or of any event of default in relation to any of its other
indebtedness;

(ii) the subsidiary shall notify the bank in the event of the creation of any encumbrance on any of the assets;

(iii) the subsidiaries will not, without the prior written consent of the bank:

- add to, delete, vary or amend its Memorandum and Articles of Association in any manner which would be inconsistent with the terms
of the Letter of Offer;

- change its financial year or the nature of its business;

- sell, transfer, lease or otherwise dispose of a substantial part of its capital assets or undertake or permit any merger, consolidation or
reorganisation;

- enter into any transaction with any person, firm or company except in the ordinary course of business and on arm's length
commercial terms;

- enter into any partnership, profit-sharing or royalty agreement whereby its income or profits are, or might be, shared with any other
person, firm or company or enter into any management contract or similar arrangement whereby its business or operations are
managed by any other person, firm or company;

- lend or make advances (other than in the normal course of business) to any person;

- decrease or alter its authorised or issued capital or alter the structure thereof or the rights attached thereto;

- change its shareholding structure;

- declare and pay any dividend or other distribution whether of an income or capital nature; and
APL INDUSTRIES BERHAD (500872-H)

- to undertake or permit any arrangement or reconstruction of subsidiaries' present constitution.

(iv) gearing ratio of a subsidiary shall not exceed 0.50 : 1.00.

15. AMOUNTS DUE TO DIRECTORS

Amounts due to the Directors are unsecured, interest free and have no fixed terms of repayment.

42
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

16. SHARE CAPITAL


GROUP/COMPANY
2003 2002
RM'000 RM'000

Authorised:
Ordinary shares of RM1.00 each 800,000 800,000

Issued and fully paid:


Ordinary shares of RM1.00 each 347,612 347,612

(a) The details of options granted to subscribe for ordinary shares which were outstanding at 30 June 2003 under the Employees' Share
Option Scheme ("ESOS") are as follows:

Option expiry Exercise price Number of ordinary shares


Date of offer date RM of RM1.00 each

30.6.2001 3.4.2006 1.00 5,878,000


16.1.2002 3.4.2006 1.00 1,730,000

7,608,000

The consideration is payable in full upon acceptance.

(b) The Company's Warrants were constituted under a Deed Poll dated 18 September 2000 and were issued on 22 September 2000. Each
Warrant entitles its registered holder to subscribe for one (1) new ordinary share of RM1.00 each in the Company at the exercise price of
RM1.00, payable in full in cash upon exercise. The Warrants may be exercised at any time commencing from the date of the first
anniversary of issue of Warrants and ending on 21 September 2005. Any Warrants which have not been exercised at the date of expiry
will lapse and cease to be valid for any purpose. The Company, however, can extend the exercise period if it fulfils the requirement
stipulated by the Securities Commission. At the end of the year, all 17,784,541 warrants remained unexercised.

The new ordinary shares allotted and issued upon exercise of the Warrants shall be credited as fully paid-up and shall rank pari passu in all
respects with the then existing ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments
and or other distributions declared, made or paid, the entitlement date of which is prior to the relevant exercise date of the warrants.

17. RETAINED PROFITS


GROUP COMPANY
2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000

Balance brought forward - as previously reported 7,157 2,483 81 (1,407)


Effect of adopting MASB 25 (Note 33) (3,037) (1,643) - -

Restated balance 4,120 840 81 (1,407)

Net profit for the year 3,979 3,280 1,414 1,488

Balance carried forward 8,099 4,120 1,495 81

18. EXCHANGE FLUCTUATION RESERVE (NON-DISTRIBUTABLE)


GROUP
2003 2002
RM'000 RM'000
APL INDUSTRIES BERHAD (500872-H)

Balance brought forward (77) (81)


Translation differences not recognised in the income statement (24) 4

Balance carried forward (101) (77)

43
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

19. DEFERRED TAXATION


GROUP
2003 2002
Restated
RM'000 RM'000

Balance brought forward - as previously reported 1,202 1,528


Effect of adopting MASB 25 (Note 33) 3,470 2,076

Restated balance 4,672 3,604

Transfer from income statement (Note 24) 25 1,068

Balance carried forward 4,697 4,672

The recognised deferred tax liabilities are as follows:

GROUP
2003 2002
RM'000 RM'000

Property, plant and equipment


- capital allowances 5,015 5,012
- revaluation, net of related depreciation 264 270
Unabsorbed capital allowances (358) -
Unutilised tax losses (191) -
Others (33) (610)

4,697 4,672

The unrecognised deferred tax asset of a subsidiary is as follows:

GROUP
2003 2002
RM'000 RM'000

Property, plant and equipment


- capital allowances 1,075 1,370
Unabsorbed capital allowances (1,350) (1,387)
Others 4 -

(271) (17)

The deferred tax asset of RM271,000 (2002: RM17,000) in respect of the unabsorbed capital allowances has not been recognised in the
financial statements because it is not probable that future taxable profits will be available against which the subsidiary can utilise the benefits.

In addition, a subsidiary has unabsorbed reinvestment allowances of RM12,001,000 (2002: RM15,834,000), subject to agreement by the
Inland Revenue Board.

20. REVENUE
GROUP
Revenue represents sales of gloves and other healthcare products at gross invoiced values net of discounts and returns.

COMPANY
APL INDUSTRIES BERHAD (500872-H)

Revenue represents gross dividend income.

44
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

21. OPERATING PROFIT


GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Operating profit is arrived at


after charging:

Allowance for doubtful debts 11 132 - -


Amortisation of expenditure carried forward 18 19 - -
Auditors' remuneration
- current year provision 76 52 10 8
- overprovision in prior year (5) (16) - -
- underprovision in prior year 2 4 2 -
Bad debts written off 185 2,149 - -
Bus rental 149 334 - -
Directors' fee 55 40 55 40
Directors' emoluments 655 675 23 19
Depreciation/amortisation of property,
plant and equipment 7,451 6,752 - -
Gratuity 380 - - -
Inventories written down to net realisable value - 2,429 - -
Lease rental 12 5 - -
Loss on disposal of plant and equipment 37 - - -
Loss on foreign exchange
- realised (trade) - 1 - -
Rental of premises 614 655 33 18
Plant and equipment written off 9 - - -
Rental of machinery, vehicles and equipment 32 20 - -
Rental of factory and hostel 39 33 - -

and crediting:

Allowance for doubtful debts written back - 40 - -


Bad debt recovered - 9 - -
Dividend income from share quoted
in Malaysia of other investments (gross) 1 - - -
Dividend income from unquoted
shares of a subsidiary - - 1,751 1,751
Gain on foreign exchange
- unrealised (trade) 431 677 - -
- realised (trade) 92 299 - -
Rental income 10 10 - -

The estimated monetary value of Directors' benefit-in-kind of the Group is RM42,000 (2002: RM34,000).

22. INVESTING COST


GROUP
2003 2002
RM'000 RM'000

Allowance for diminution in value of quoted investment 250 -

23. FINANCING COSTS


APL INDUSTRIES BERHAD (500872-H)

GROUP
2003 2002
RM'000 RM'000
Interest expense:
Overdrafts 208 168
Bankers' acceptances 600 343
Hire purchase 490 457
Term loans 928 1,276
Overdue 52 106
Discounting bills 27 140
Others 2 -

2,307 2,490

45
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

24. TAX INCOME/(EXPENSE)


GROUP COMPANY
2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000

Taxation for the year - Malaysia (702) (958) - -


- Overseas - (38) - -
Over/(Under) provision in prior year - Malaysia 1,173 (6) - -
Transfer to deferred taxation (Note 19) (25) (1,068) - -

446 (2,070) - -

Reconciliation of effective tax rate

GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Profit before taxation 3,533 5,350 1,414 1,488

Income tax using Malaysian tax rates (989) (1,498) 396 417
Tax using tax rates in foreign jurisdictions - (19) - -
Non-deductible expenses (1,722) (1,783) - -
Tax reinvestment allowances 1,762 1,106 - -
Tax exempt income - - (490) (490)
Other items 222 130 94 73

(727) (2,064) - -

Over/(Under) provision in prior year 1,173 (6) - -

Tax income/(expense) 446 (2,070) - -

25. EARNINGS PER SHARE


Basic earnings per share

The calculation of basic earnings per share is based on the Group's and Company's net profit attributable to ordinary shareholders of
RM3,979,000 (2002: RM3,280,000) and RM1,414,000 (2002: RM1,488,000) respectively and the number of ordinary shares outstanding
during the year of 347,611,928 (2002: 347,611,928).

Diluted earnings per share

The Company has no dilution in its earnings per share as a result of the ESOS and Warrants as the fair value of the ordinary shares is currently
lower than the exercise price. Therefore, there are no shares deemed issued under the ESOS and Warrants with no consideration for adjustment
in the form of an increase in the number of shares which will result in a dilution of its earnings per share.

26. EMPLOYEE INFORMATION


GROUP COMPANY
2003 2002 2003 2002

Staff costs (RM'000) 16,899 17,061 - -

Number of employees at the end of the year


APL INDUSTRIES BERHAD (500872-H)

(excluding Directors) 1,282 1,342 - -

46
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

27. RELATED PARTIES


The Company has a controlling related party relationship with its subsidiary companies as disclosed in Note 3.

There were no related party transactions between the Company and its Directors, key personnel and close members of their families.

Significant transactions and balances with other related parties other than those disclosed elsewhere in the financial statements are as follows:

Transactions

With Syarikat Pembinaan Kabel Bersatu Sdn Bhd, a company in which Loke Hook Beng, a Director, has substantial financial interest:

GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Purchase of electrical fittings and equipment and


installation charges 372 195 - -

These transactions have been entered into in the normal course of business and have been established under negotiated terms.

28. CAPITAL COMMITMENTS


GROUP
2003 2002
RM'000 RM'000
Property, plant and equipment

Authorised but not contracted for 2,980 -


Contracted but not provided for in the financial statements 6,196 30

9,176 30

Investments

Contracted but not provided for in the financial statements 5,700 -

14,876 30

29. CONTINGENT LIABILITIES (UNSECURED)


COMPANY
2003 2002
RM'000 RM'000
Corporate guarantees totalling RM46,196,000
(2002: RM38,683,000) given to financial institutions
in respect of credit facilities granted to the subsidiaries

Amount utilised by subsidiaries at year end 25,570 14,501

Corporate guarantees given to suppliers in respect


of trade credit facilities granted to subsidiaries
APL INDUSTRIES BERHAD (500872-H)

Amount outstanding at year end 571 5,905

GROUP
2003 2002
RM'000 RM'000

Legal action taken against a subsidiary for


alleged goods purchased and delivered 225 225

47
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

In the financial year 2001, a subsidiary obtained a Court Order to grant injunction to prevent cutting of electricity supply by Tenaga Nasional
Berhad as a sum of approximately RM200,000 claimed by Tenaga Nasional Berhad was still in dispute. The Directors are of the opinion that
there is no merit to the claim made by Tenaga Nasional Berhad as they contend that there was a reading error in the electricity meter.
Therefore, the amount claimed has not been provided in the financial statements. The matter is still pending trial.

On 6 August 2002, another subsidiary was served with a Writ of Summons by the Employees Provident Fund ("EPF") for failing to make
contributions between June 1999 and May 2001 amounting to approximately RM607,000 together with late payment interest charges and
dividend thereon. On 26 November 2002, this subsidiary was served with another Writ of Summons by the EPF for failing to make
contributions between December 1999 and May 2001 amounting to approximately RM127,000. These contributions are in respect of
contributions for former employees of the album business of the subsidiary which was sold in July 2000 as part of the restructuring exercise.
Based on consultation with legal counsel, the Directors are of the opinion that the case is weak and unsubstantiated.

The Directors of the subsidiary are of the opinion that the likelihood of the crystallisation of the above claims is remote.

30. SEGMENTAL INFORMATION


Segment information is presented in respect of the Group's business and geographical segments. The primary format, geographical segments
by location of assets, is based on the Group's management and internal reporting structure. Inter-segment pricing is determined based on
negotiated term.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than
one period.

Geographical segments

The gloves segment is operated in two other principal geographical areas apart from Malaysia, namely North America and Europe.

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of assets. Segment
assets are also based on the geographical location of the assets.

Business segments

The Group comprises the following main business segments:

Gloves The manufacture and sale of gloves and other healthcare products

Investments Investment holding


APL INDUSTRIES BERHAD (500872-H)

48
Malaysia North America Europe Others Elimination Consolidation
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
30 JUNE 2003
Geographical segments by location of assets

Segment revenue

Revenue from external customers 116,530 98,866 15,381 18,696 11,822 11,173 - - - - 143,733 128,735
Revenue from transaction with other
segments 105,431 84,491 318 332 34 - - - (105,783) (84,823) - -

Total revenue 221,961 183,357 15,699 19,028 11,856 11,173 - - (105,783) (84,823) 143,733 128,735

Segment results

Operating profit/(loss) 15,582 15,030 (2,056) (2,738) (330) 72 - - (7,378) (4,644) 5,818 7,720

Investing cost (250) -


Financing cost (2,307) (2,490)
Interest income 272 120

Profit before taxation 3,533 5,350


Tax income/(expense) 446 (2,070)

Net profit for the year 3,979 3,280

Segment assets 199,274 191,378 8,940 11,083 9,484 6,939 - - (69,291) (69,369) 148,407 140,031

Tax recoverable 2,794 5,662


Investment in jointly controlled entity 50 50
Other investments 178 328
Goodwill 14,405 14,405
An
nu

Total assets 165,834 160,476


al R
epo
rt

Segment liabilities 67,937 77,580 13,276 11,489 9,801 6,901 - - (69,099) (68,420) 21,915 27,550
NOTES TO THE FINANCIAL STATEMENTS
200

Unallocated liabilities 40,271 33,233


3

62,186 60,783

APL INDUSTRIES BERHAD (500872-H)

49
APL INDUSTRIES BERHAD (500872-H)

50
Malaysia North America Europe Others Elimination Consolidation
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Capital expenditure 5,992 10,118 175 25 871 34 - - (949) - 6,089 10,177 30 JUNE 2003
Depreciation and amortisation 7,328 6,647 96 88 45 36 - - - - 7,469 6,771
Non-cash expenses 680 302 (23) - 15 132 - - (346) (302) 326 132

Revenue from sales to external


Ann

customers by location of customers 14,006 28,945 88,846 75,888 33,668 19,861 7,213 4,041 - - 143,733 128,735
ual
Rep
ort
20
03

Gloves Investment Elimination Consolidation


2003 2002 2003 2002 2003 2002 2003 2002
Restated
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Business Segments

Segment revenue

Revenue from external customers 143,733 128,735 - - - - 143,733 128,735


Revenue from transaction with
other segments - - 1,751 1,751 (1,751) (1,751) - -

Segment assets 209,956 201,435 7,742 7,965 (69,291) (69,369) 148,407 140,031

Tax recoverable 2,794 5,662


Investment in jointly controlled entity 50 50
Other investments 178 328
Goodwill 14,405 14,405

Total assets 165,834 160,476


NOTES TO THE FINANCIAL STATEMENTS

Capital expenditure 7,038 10,177 - - (949) - 6,089 10,177


3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

31. FINANCIAL INSTRUMENTS


Financial risk management objectives and policies

Exposure to credit, foreign currency liquidity and interest rate risk arises in the normal course of the Group and Company's business. The Group
has written risk management policies and guidelines which set out their overall business strategies, their tolerance to risk and their general risk
management philosophy. Such written policies will be reviewed annually by the Board of Directors and quarterly reviews will be undertaken to
ensure that the Group's policy guidelines are adhered to.

Credit risk

The Group's primary exposure to credit risk arises through its trade receivables. Management has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

At the balance sheet date, there were no significant concentrations of credit risk other than debt owing by two United States (US) customers
and a United Kingdom customer which contributed 46% of the total trade receivables. One of these two US customers contributing to 14.4%
of the total trade receivables will settle through letter of credit. The maximum exposure to credit risk is represented by the carrying amount of
each financial asset.

Foreign exchange risk

The Group incur foreign currency risk on sales and purchases that are denominated in a currency other than Ringgit Malaysia. The currency
giving rise to this risk is primarily US Dollars.

It is not the Group's policy to enter into forward currency contracts in managing currency risk resulting from cash flows from transactions
denominated in foreign currency given the Government's pegging of the US Dollar to the Ringgit Malaysia.

Liquidity risk

In the management of liquidity risk, the Group and the Company monitors and maintains a level of cash and cash equivalents deemed by the
management to finance the Group and the Company's operations and mitigate the effects of fluctuations in cash flows.

Interest rate risk

The Group's primary interest rate risk relates to interest bearing debts and short term fixed rate fixed deposits. The Group's borrowing's are
principally on a floating rate basis with a proportion of fixed rate debt.

Effective interest rates analysis

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at
the balance sheet date and the periods in which they reprise or mature, whichever is the earlier.

GROUP

2003 Effective
interest rate Total Within one year
Financial assets % RM'000 RM'000

Fixed deposits with licensed banks and other


financial institutions 2.59 - 4.20 1,317 1,317

Financial liabilities

Bank overdrafts (secured) 7.50 3,828 3,828


Bankers' acceptances (secured) 4.19 - 4.64 21,918 21,918
APL INDUSTRIES BERHAD (500872-H)

2002

Financial assets

Fixed deposits with licensed banks and other


financial institutions 3.25 - 4.25 2,515 2,515

Financial liabilities

Bank overdrafts (secured) 8.15 2,366 2,366


Bankers' acceptances (secured) 4.12 - 4.37 10,906 10,906
Bills discounted (secured) 7.25 126 126

51
Ann
ual
Rep
ort
20
03

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

Fair values

Recognised financial instruments

In respect of cash and bank balances, trade and other receivables, trade and other payables, inter-company balances and short term
borrowings, the carrying amounts approximate fair value due to the relatively short term nature of these financial instruments.

The term loans are floating rate term loans and can be terminated by either party before the expiry of the loans. Therefore, the fair value of the
term loans closely approximates the carrying value at the balance sheet date.

The aggregate fair value of the other financial assets carried on the balance sheet as at 30 June is represented in the following table:

GROUP 2003 2002


Carrying Fair Carrying Fair
Financial assets amount value amount value
RM'000 RM'000 RM'000 RM'000

Other long term quoted investments


- Malaysian quoted investment in unit trust 100 104 - -
- Malaysian quoted investment in shares 78 65 328 115

The fair value of quoted investments is determined based on their market value at balance sheet date.

As at the balance sheet date, there are no unrecognised financial instruments.

32. SIGNIFICANT EVENTS


(i) APL Rubber Sdn Bhd ("APLR") (formerly known as Red Box (Malaysia) Bhd) entered into an agreement for the disposal of the above shares
to Distinct Innovations Sdn Bhd ("DI") on 28 December 1999 for a total consideration of RM9,000,000. However, DI failed to settle the
first instalment of RM2,000,000 and as a result of the breach, the subsidiary had exercise its entitlement stipulated in the Sales and
Purchase Agreement with DI and had disposed of the shares in RCBS, which were retained as security, to Han Ki Hwan and recover part of
the payment due. At an Extraordinary General Meeting held on 29 November 2002, approval was given to APLR to dispose of 4,000,000
issued shares and representing a 100% equity interest in Red Box (Chaoan) Stationery Co. Ltd ("RCBS") to Han Ki Hwan for a total
consideration of RM2,000,000.

The sale was completed during the financial year. APLR has also initiated legal action against DI for settlement of amounts owing resulting
from breach of contract by DI.

(ii) On 17 June 2003, a subsidiary, APL Products Sdn Bhd has been issued an investment approval for the setting up of a 100% foreign owned
company in Vietnam with the name "APL International Incorporated Limited" to produce various types of rubber gloves. Commitment
not provided for the investment amounted to RM5,700,000.

33. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS


Changes in accounting policies

In the current financial year, the Group and the Company adopted five new MASB Standards. The adoption of these new standards resulted in
changes in accounting policies as follows:-

(a) MASB 22, Segment Reporting and MASB 24, Financial Instruments : Disclosure and Presentation, which have been adopted prospectively;

(b) MASB 23, Impairment of Assets which is applied prospectively. The restatement of comparative figures and prior year adjustment are
therefore not presented. The adoption of this standard has no material impact on the financial statements;

(c) MASB 25, Income Taxes which has been adopted retrospectively. Comparative figures have been adjusted to reflect the change in
accounting policy; and
APL INDUSTRIES BERHAD (500872-H)

(d) MASB 27, Borrowing Costs which has been adopted retrospectively. Comparative figures have not been restated as the previous
accounting policy was in line with this accounting standard.

The adoption of MASB 25 has resulted in the recognition in full of all taxable temporary differences including surplus on revaluation of
properties. Previously, deferred tax liabilities were not provided if no liability was expected to arise in the foreseeable future and there were no
indications the timing differences would reverse thereafter. Deferred tax assets are now recognised when it is probable that taxable profits will
be available against which the deferred tax assets can be utilised (previously recognised where there was a reasonable expectation of realisation
in the near future).

52
3
rt 200
epo
al R
nu
An

NOTES TO THE FINANCIAL STATEMENTS


30 JUNE 2003

This change in accounting policy, applied retrospectively, has the following impact on results:

GROUP COMPANY
2003 2002 2003 2002
RM'000 RM'000 RM'000 RM'000

Net profit before change in accounting policy 3,985 4,674 1,414 1,488
Effect of adopting MASB 25 (6) (1,394) - -

Net profit for the year 3,979 3,280 1,414 1,488

Prior year adjustments

The change in accounting policy due to the adoption of MASB 25 has been accounted for by restating the comparatives and adjusting the
opening balance of retained profits at 1 July 2001 as disclosed in Note 34 and Note 17 respectively.

34. COMPARATIVE FIGURES

The following comparative figures have been restated to reflect the change in accounting policy as explained in Note 33.

GROUP
As As previously
restated stated
2002 2002
RM'000 RM'000

Balance sheet

Goodwill on consolidation 14,405 13,972

Retained profits 4,120 7,157

Deferred taxation 4,672 1,202

Income statement

Tax expense (2,070) (676)

Net profit for the year 3,280 4,674

Basic earnings per share 0.94 1.35

Statement of recognised gains and losses

Net profit for the year 3,280 4,674


APL INDUSTRIES BERHAD (500872-H)

53
Ann
ual
Rep
ort
20
03

LIST OF GROUP'S PROPERTIES


30 JUNE 2003

Description Approx. land Approx. age of Net book


Location Tenure and usage area (square ft) buildings (years) value (RM'000) Date of acquisition

Lot 12 Medan Tasek, Long lease Factory land 213,889 5 Land - 25.7.2000
Tasek Industrial 99 years - and buildings 2,209
Estate, 31400 Ipoh, expiring Buildings -
Perak Darul Ridzuan. 5.4.2055 7,251

Unit No 7.9 Freehold Condominium 1,101 4 148 19.10.1996


Kondominium Tasek for staff use
Mewah, Lot 5031,
Jalan Keliling,
70100 Seremban,
Negeri Sembilan.

Plot 1, H.S (D) 89496 Freehold Vacant land 9,914 NA 609 31.12.1999
PT 4325, Mukim of
Kuala Lumpur,
District of
Kuala Lumpur,
State of Wilayah
Persekutuan.
(Desa Sri Hartamas)

Plot 2, H.S (D) 89496 Freehold Vacant land 8,934 NA 550 31.12.1999
PT 4324, Mukim of
Kuala Lumpur,
District of
Kuala Lumpur,
State of Wilayah
Persekutuan.
(Desa Sri Hartamas)

Plot 3, H.S (D) 89496 Freehold Vacant land 8,977 NA 550 31.12.1999
PT 4323, Mukim of
Kuala Lumpur,
District of
Kuala Lumpur,
State of Wilayah
Persekutuan.
(Desa Sri Hartamas)

Lot 8961 & 8964, Leasehold Factory land 344,124 5 Land - Land -
Jalan Beruas, (tenure and 693 31.3.1998
32400 Ayer Tawar, uncertain as buildings Buildings - Buildings -
Perak Darul Ridzuan. at date 7,308 1998 - 1999
of report)

Lot 60 & 61, Leasehold 99 Factory land 261,360 22 Land - 6.8.1996


Senawang Industrial years - and buildings 1,363
Estate, 70450 expiring Buildings -
Seremban, 28.8.2073 4,416
Negeri Sembilan
Darul Khusus.

Flur 33 Flurstucke, Freehold Land under 42,163 NA 474 31.3.2001


APL INDUSTRIES BERHAD (500872-H)

61 & 62, construction of a


Gewerbepark, new office cum
Wiensiepen, Germany. warehouse

54
3
rt 200
epo
al R
nu
An

STATEMENT OF HOLDINGS
AT 15 OCTOBER 2003

STATEMENT OF SHAREHOLDINGS
Authorised Capital : RM800,000,000
Issued and Fully Paid-Up Capital : RM347,611,928
Class of Shares : Ordinary shares of RM1.00 each fully paid
Voting Rights : One vote per shareholder on a show of hands
One vote per share on a poll
No. of Shareholders : 19,034

BREAKDOWN OF SHAREHOLDINGS
Range of Shareholdings No. of Shareholders Percentage of Shareholders Ordinary Shares of Percentage of Issued Capital
RM1.00 each

Less than 100 19 0.10 648 0.00


100 - 1,000 10,227 53.73 4,648,006 1.34
1,001 - 10,000 6,708 35.24 29,523,074 8.49
10,001 - 100,000 1,841 9.67 56,447,100 16.24
100,001 - 17,380,595 236 1.24 142,107,815 40.88
17,380,596 and above 3 0.02 114,885,285 33.05

TOTAL 19,034 100.00 347,611,928 100.00

DIRECTORS' SHAREHOLDINGS
Ordinary Shares of RM1.00 each
Director Direct Interest % Deemed Interest % Total Interest %

Lee Son Hong 4,916,220 1.41 59,543,337 17.13 64,459,557 18.54


Foo Wan Kong - - 59,543,337 17.13 59,543,337 17.13
Foo Wan Thot @ Foo Wan Kang - - 60,341,948 17.36 60,341,948 17.36
Loke Hook Beng 1 - - - 1 -

Foo Wan Thot @ Foo Wan Kang, Lee Son Hong and Foo Wan Kong are deemed to have interests in the shares of all the subsidiaries by virtue of their
interests in the shares of the Company.

Other than as disclosed above, none of other Directors had any interest in the shares of the Company and its related corporations.

APL INDUSTRIES BERHAD (500872-H)

55
Ann
ual
Rep
ort
20
03

STATEMENT OF HOLDINGS
AT 15 OCTOBER 2003

LIST OF TOP THIRTY SHAREHOLDERS


Name Ordinary Shares of Percentage
RM1.00 each

1. Win Three (M) Sdn Bhd 54,543,337 15.69


2. Pan Malaysian Rubber Sdn Bhd 30,936,169 8.90
3. Foo Wan Thot & Sons Sdn Bhd 29,405,779 8.46
4. Chin Fooi Yew 15,125,000 4.35
5. PB Securities Nominees (Tempatan) Sdn Bhd 12,150,013 3.50
PB Securities Sdn Bhd
6. Chin Choy @ Chin Pak Sin 10,027,330 2.88
7. Loi Heng Sewn 6,037,166 1.74
8. Yao Jyh-Hao @ Yao Tze-Hao 5,389,000 1.55
9. Ng Soo Lui 5,000,000 1.44
10. Win Three (M) Sdn Bhd 5,000,000 1.44
11. Lee Son Hong 4,856,220 1.40
12. Alliancegroup Nominees (Tempatan) Sdn Bhd 2,921,000 0.84
Pheim Asset Management Sdn Bhd for Employees Provident Fund
13. Lembaga Tabung Haji 2,832,700 0.81
14. Malayan Banking Berhad 2,639,000 0.76
15. Lim Ka Huat 2,141,200 0.62
16. Mayfin Nominees (Tempatan) Sdn Bhd 1,600,000 0.46
Pledged Securities Account for Hamzah Bin Zainudin
17. Mayfin Nominees (Tempatan) Sdn Bhd 1,600,000 0.46
Pledged Securities Account for Gan Yu Chai
18. Ng Soo Lui 1,500,000 0.43
19. Ng Kok Kee 1,346,900 0.39
20. Swift Union Industries Sdn Bhd 1,171,778 0.34
21. Alliancegroup Nominees (Tempatan) Sdn Bhd 1,133,100 0.33
Pledged Securities Account for (Daphne) Lok Ping Yoke
22. Koay Keng Huat 1,101,100 0.32
23. Koay Keng Ling 1,100,000 0.32
24. Koay Keng Teik @ Koay Chia Wah 1,020,000 0.29
25. Kee Ju-Hun 1,000,000 0.29
26. Malaysia Nominees (Tempatan) Sendirian Berhad 1,000,000 0.29
Malaysian Trustees Berhad for Alliance Vision Fund
27. Mayfin Nominees (Tempatan) Sdn Bhd 1,000,000 0.29
Pledged Securities Account for Ng Boon Cheng
28. Universal Trustee (Malaysia) Berhad 1,000,000 0.29
Alliance First Fund
29. HDM Nominees (Tempatan) Sdn Bhd 923,000 0.27
Pledged Securities Account for Moey Hun Chong
30. Goh Tian Chuan 900,000 0.26
APL INDUSTRIES BERHAD (500872-H)

56
3
rt 200
epo
al R
nu
An

STATEMENT OF HOLDINGS
AT 15 OCTOBER 2003

SUBSTANTIAL SHAREHOLDERS
According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial shareholders of the
Company:

Ordinary Shares of RM1.00 each

Name of Direct interest Deemed Interest Total interest


Substantial Shareholder A % B % A+B %

Chan Mooi Chye @ Chan Kwai Peng - - 60,341,948 17.36 60,341,948 17.36

Chenderiang South East Asia - - 30,936,169 8.90 30,936,169 8.90


(Kampar) Sdn Bhd

Foo En Lin - - 60,341,948 17.36 60,341,948 17.36

Foo Khai Lin - - 60,341,948 17.36 60,341,948 17.36

Foo Wan Kong - - 59,543,337 17.13 59,543,337 17.13

Foo Wan Thot @ Foo Wan Kang - - 60,341,948 17.36 60,341,948 17.36

Foo Wan Thot & Sons Sdn Bhd 29,405,779 8.46 30,936,169 8.90 60,341,948 17.36

Lee Son Hong 4,916,220 1.41 59,543,337 17.13 64,459,557 18.54

Pan Malaysian Rubber Sdn Bhd 30,936,169 8.90 - - 30,936,169 8.90

Pantai Tin Sdn Bhd - - 30,936,169 8.90 30,936,169 8.90

Too Sooi Keng 30,000 0.01 59,543,337 17.13 59,573,337 17.14

Tockington Limited (HK) - - 30,936,169 8.90 30,936,169 8.90

Win Three (M) Sdn Bhd 59,543,337 17.13 - - 59,543,337 17.13

STATEMENT OF WARRANTS
Type of Securities : Warrants
Voting Rights : One vote per warrantholder on a show of hands
One vote per warrant on a poll
No. of Warrants Issued : 17,784,541
No. of Warrantholders : 3,591

BREAKDOWN OF WARRANTHOLDINGS
Range of Warrants No. of Warrantholders Percentage of Warrantholders No. of Warrants Percentage of Warrants Issued

Less than 100 - - - -


100 - 1,000 2,917 81.23 2,502,300 14.07
1,001 - 10,000 609 16.96 2,169,600 12.20
10,001 - 100,000 60 1.67 1,587,200 8.92
100,001 - 889,226 3 0.08 428,215 2.41
APL INDUSTRIES BERHAD (500872-H)

889,227 and above 2 0.06 11,097,226 62.40

TOTAL 3,591 100.00 17,784,541 100.00

57
Ann
ual
Rep
ort
20
03

STATEMENT OF HOLDINGS
AT 15 OCTOBER 2003

LIST OF TOP THIRTY WARRANTHOLDERS


Name No. of Warrants Percentage

1. PB Securities Nominees (Tempatan) Sdn Bhd 7,709,354 43.35


PB Securities Sdn Bhd
2. Malayan Banking Berhad 3,387,872 19.05
3. AMMB Nominees (Tempatan) Sdn Bhd 187,215 1.05
Arab-Malaysian Finance Bhd
4. JF Apex Nominees (Tempatan) Sdn Bhd 130,000 0.73
Pledged Securities Account for Lim Gaik Bway @ Lim Chiew Ah
5. United Overseas Nominees (Tempatan) Sdn Bhd 111,000 0.62
Pledged Securities Account for Ong Ghee Thuan
6. Koay Keng Teik @ Koay Chia Wah 78,000 0.44
7. Mayban Nominees (Tempatan) Sdn Bhd 73,100 0.41
Pledged Securities Account for Neoh Khek Koun
8. Botly Nominees (Tempatan) Sdn Bhd 68,000 0.38
Pledged Securities Account for Yau Wai Leong
9. Ong Kheng Hoe 63,400 0.36
10. Tan Eng Leong 60,000 0.34
11. Low Keng Boon @ Lau Boon Sen 50,000 0.28
12. Siti Mariam Binti Syed Osman 47,000 0.26
13. Pang Swee Chien 45,500 0.26
14. Eng Kin Hong 44,500 0.25
15. Khor Kai Cheng 43,000 0.24
16. Ng Khek Tong 40,500 0.23
17. Kenanga Nominees (Tempatan) Sdn Bhd 40,000 0.22
Pledged Securities Account for Lim Beng Huat @ Lim Thor
18. Mayban Securities Nominees (Tempatan) Sdn Bhd 36,000 0.20
Pledged Securities Account for Lu Li
19. Alliancegroup Nominees (Tempatan) Sdn Bhd 35,000 0.20
Pledged Securities Account for Chai Fook San
20. Neo Teck Huat 35,000 0.20
21. Ting Oi Ing @ Ting Ah Tay 35,000 0.20
22. Tan Chee Peng 33,000 0.19
23. Liew Lee Ying 32,500 0.18
24. HDM Nominees (Asing) Sdn Bhd 31,000 0.17
Pledged Securities Account for Tan Ngiap Seng
25. Ah Kow @ Teow Chang Long 30,000 0.17
26. Ah Kow @ Teow Chang Long 29,000 0.16
27. Wong Yin Kian 28,000 0.16
28. You Seo Lian 25,000 0.14
29. Teh Yee Xian 24,000 0.13
30. Mayban Nominees (Tempatan) Sdn Bhd 23,200 0.13
Pledged Securities Account for Yong Mew Kui
APL INDUSTRIES BERHAD (500872-H)

58
3
rt 200
e po
u al R
A nn

FORM OF PROXY
APL INDUSTRIES BERHAD (500872-H)

I/We,

of

being a member of APL Industries Berhad hereby appoint + the Chairman of the Meeting

of or

failing him/her of

as my/our proxy, to vote for me/us and on my/our behalf at the Fourth Annual General Meeting of the Company to be held on 18 December 2003
and at any adjournment thereof in the manner indicated below in respect of the following Resolutions:

Resolutions relating to: For Against

1. The adoption of Audited Financial Statements

2. The payment of increased Directors' fees

3. The re-election of Director:


Foo Wan Kong

4. The appointment of Auditors and their remuneration

5. Ordinary Resolution 1 - Authority to allot and issue shares in


general pursuant to Section 132D of the Companies Act, 1965

6. Ordinary Resolution 2 - Authority to allot and issue shares


pursuant to the Employees' Share Option Scheme

Please indicate with ( ) how you wish your vote to be cast

No. of shares held


CDS Account No.

Date: ...............................................................................................
Signature of Shareholder
NOTES

A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote instead of him. A proxy may but need not be
a member of the Company. The instrument appointing a proxy must be deposited at the Registered Office of the Company, No. 35 Jalan Hussein, 30250 Ipoh,
Perak Darul Ridzuan, Malaysia not less than 48 hours before the time appointed for holding the Meeting.

+ If it is desired to appoint another person as a proxy, the words "the Chairman of the Meeting" should be deleted and the name of the proxy should be
inserted in block capitals, and the alteration should be initialed.

Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

If this Form is signed and returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or
whether he abstains from voting.

In the case of a corporation, the proxy must be executed under its Common Seal, or under the hand of a duly authorised officer.
APL INDUSTRIES BERHAD (500872-H)
Please fold along this line (1)

Affix
Stamp
Here

To:

APL INDUSTRIES BERHAD (500872-H)

35 Jalan Hussein,30250 Ipoh,


Perak Darul Ridzuan, Malaysia.

Please fold along this line (2)