HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to the course of action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all
your shares in HARN LEN CORPORATION BHD you should at once send this Circular together
with the enclosed Form of Proxy to the agent through whom the sale was effected for transmission
to the purchaser.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever
for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
Circular.
HARN LEN CORPORATION BHD
(INCORPORATED IN MALAYSIA - Co. No. 502606-H)
CIRCULAR TO SHAREHOLDERS
in relation to
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The Notice of the Fifth Annual General Meeting to be held at Hall 4, 4 th Floor, Johor Tower, 15
Jalan Gereja, 80100 Johor Bahru at 11.00 a.m. on Thursday, 23 June 2005 together with the Form of
Proxy are set out in the Annual Report enclosed with this Circular. The Form of Proxy should be
lodged at the registered office of the Company at 6 th Floor, Johor Tower, 15 Jalan Gereja, 80100
Johor Bahru, Johor Darul Ta'zim not less than 48 hours before the time stipulated for holding the
meeting. The last day and time for lodging the Form of Proxy is on 21 June 2005 at 11.00 a.m.
This Circular is dated 1 June 2005

DEFINITIONS
Except where the context otherwise requires, the following definitions apply throughout this Circular:
AGM - Annual General Meeting
Board - The Board of Directors of Harn Len
Bursa Malaysia - Bursa Malaysia Securities Berhad
EGM - Extraordinary General Meeting
FFB - Fresh fruit bunches
Harn Len/ the Company - Harn Len Corporation Bhd (Co. No. 502606-H)
Harn Len Group/ the Group - Harn Len and its subsidiary companies collectively
Listing Requirements - Bursa Malaysia Listing Requirements including any
amendment thereto that may be made from time to
time.
LNHSB - Low Nam Hui & Sons Sdn Bhd (Co.No. 10067-V)
LNH Enterprise - LNH Enterprise Sdn Bhd (Co. No. 323309-K)
NTA - Net tangible assets
PLNHSB - Pengangkutan Low Nam Hui Sdn Bhd
(Co. No. 210109-A)
Proposed Shareholders’ Mandate - Proposed renewal of shareholders’ mandate for
recurrent related party transactions of a revenue or
trading nature which are necessary for the day-to-day
operations and are in the ordinary course of business
of the Group
SCSB - Seri Cemerlang Plantation (Pahang) Sdn Bhd
(Co. No. 452166-U)

CONTENTS
CIRCULAR LETTER TO THE SHAREHOLDERS ON:-
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1.0 Introduction 1
2.0 Proposed Shareholders’ Mandate 1
2.1 Class of Recurrent Related Party Transactions 2
2.2 Nature of Recurrent Related Party Transactions 5
2.3 Rationale 6
2.4 Benefits 7
2.5 Review Procedures 7
2.6 Statement by Audit Committee 9
3.0 Directors’ and Major Shareholders’ Interests 9
4.0 Directors Recommendation 10
5.0 Annual General Meeting 10
6.0 Further Information 10
APPENDIX General Information 11

HARN LEN CORPORATION BHD
(Incorporated in Malaysia - Co. No. 502606-H)
Registered Office :-
6 th Floor, Johor Tower
15 Jalan Gereja
80100 Johor Bahru
Johor Darul Ta’zim
1 June 2005
Board of Directors :-
Tan Sri Dato’ Low Nam Hui (Executive Chairman)
Low Quek Kiong (Executive Director)
Low Kueck Shin (Executive Director)
Low Kwek Lee (Executive Director)
Low Kuek Kong (Executive Director)
Lee Chon Sing (Executive Director)
Law Piang Woon (Independent Non-Executive Director)
Loh Wann Yuan (Independent Non-Executive Director)
Brig. Jen. (B) Dato’ Ali bin Hj Musa (Independent Non-Executive Director)
To : The Shareholders of Harn Len Corporation Bhd
Dear Sir/Madam
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1.0 INTRODUCTION
At an EGM held on 11 June 2004, Harn Len obtained a shareholders’ mandate in respect of
recurrent related party transactions of a revenue or trading nature under paragraph 10.09 of the
Listing Requirements. Pursuant to the Listing Requirements, the shareholders’ mandate will
expire at the conclusion of the next AGM of the company following the AGM at which the
shareholders’ mandate is passed, unless by a resolution passed at the meeting, the authority is
renewed. On 1 March 2005, Harn Len announced its intention to seek shareholders’ approval
for the resolutions to be tabled at the forthcoming AGM.
The purpose of this Circular is to set out details of the Proposed Shareholders’ Mandate and to
seek shareholders’ approval for the resolutions to be tabled at the forthcoming AGM.
2.0 PROPOSED SHAREHOLDERS’ MANDATE
Under Paragraph 10.09 of the Listing Requirements, a listed issuer may seek a shareholders’
mandate in respect of related party transactions involving recurrent transactions of a revenue
or trading nature which are necessary for its day-to-day operations subject to the following:-
1

i) the transactions are in the ordinary course of business and are on terms not more
favourable to the related party than those generally available to the public;
ii)
iii)
the shareholders’ mandate is subject to annual renewal and disclosure is made in the
annual report of the aggregate value of transactions conducted pursuant to the
shareholders’ mandate during the financial year; and
interested directors, major shareholders and interested persons connected with a
director or major shareholder and where it involves the interest of an interested person
connected with a director or major shareholder, such director or major shareholder,
must not vote on the resolution approving the transactions. An interested director or
interested major shareholder must also ensure that persons connected with him abstain
from voting on the resolution approving the transactions.
Harn Len is principally an investment holding and property investment company and is also
involved in the cultivation of oil palm. Its subsidiaries are also involved in the cultivation of
oil palm.
It is anticipated that the Group would, in the ordinary course of business, enter into the related
party transactions as mentioned above and which are detailed in Section 2.2 below. It is likely
that such transactions will occur with some degree of frequency and could arise at any time.
In view of the time-sensitive and frequent nature of such related party transactions, the Board
is seeking shareholders’ approval for the Proposed Shareholders’ Mandate for the Group to
enter into transactions in the normal course of business within the class of related parties set
out in Section 2.1 below, provided such transactions are entered into at arm’s length and on
normal commercial terms which are not more favourable to the related party than those
generally available to the public and which will not be to the detriment of the minority
shareholders. The related party transactions will also be subject to the review procedures set
out in Section 2.5 below.
The Proposed Shareholders’ Mandate will take effect from the date the Ordinary Resolutions
are passed by the shareholders at the forthcoming AGM and remain in effect until:-
i) the conclusion of the next AGM of the Company following the general meeting at
which the Proposed Shareholders’ Mandate is passed, at which time it will lapse,
unless by a resolution passed at the meeting, the authority is renewed;
ii)
iii)
the expiration of the period within which the next AGM after that date is required to
be held pursuant to section 143(1) of the Companies Act 1965 but shall not extend to
such extension as may be allowed pursuant to section 143(2) of the Companies Act
1965; or
revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier.
2.1 Class of Recurrent Related Party Transactions
The Proposed Shareholders’ Mandate will apply to transactions with SCSB and
PLNHSB; both of which are companies in which directors and major shareholders of
Harn Len and persons connected to them have an interest.
2

SCSB is wholly-owned by LNH Enterprise, a company in which directors and major
shareholders of Harn Len and persons connected to them have an interest. The direct
and indirect interests of interested directors and/or major shareholders of Harn Len
and persons connected to them in SCSB as at 2 May 2005 are as follows:-
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Interested Directors/ Major
Shareholders
Tan Sri Dato’ Low Nam Hui - - 15,420,340* 100.0
Low Quek Kiong - - 15,420,340* 100.0
Low Kueck Shin - - 15,420,340* 100.0
Low Kwek Lee - - 15,420,340* 100.0
* Deemed interest by virtue of their interest in LNH Enterprise.
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Persons connected to Interested
Directors and Major Shareholders
LNH Enterprise 15,420,340 100.0 -
Dato’ Liew Kuek Hin - 15,420,340* 100.0
* Deemed interest by virtue of his interest in LNH Enterprise.
PLNHSB is a wholly-owned subsidiary of LNHSB. The direct and indirect interests
of interested directors and/or major shareholders of Harn Len and persons connected
to them in LNHSB as at 2 May 2005 are as follows:-
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Interested Directors/ Major
Shareholders
Tan Sri Dato’ Low Nam Hui 85,303,372 35.0 -
Low Quek Kiong 24,372,392 10.0 -
Low Kueck Shin 24,372,392 10.0 -
Low Kwek Lee 24,372,392 10.0 -
Low Kuek Kong* - - -
*Low Kuek Kong is a director of LNHSB and PLNHSB but is not a shareholder.
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Persons connected to Interested
Directors and Major Shareholders
Low Yok En 12,186,196 5.0 -
Low Ah Moi @ Chee Ing 12,186,196 5.0 -
Low Mee Yeen 12,186,196 5.0 -
Dato’ Liew Kuek Hin 48,744,784 20.0 -
Low Kuit Son* - - -
*Low Kuit Son is a director of PLNHSB but is not a shareholder.
3

The direct and indirect interests of interested directors and/or major shareholders in
Harn Len and persons connected to them in Harn Len as at 2 May 2005 are as
follows:-
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Interested Directors/ Major
Shareholders
Tan Sri Dato’ Low Nam Hui - - 115,340,758 (1) 62.19
Low Quek Kiong 20,000 0.01 109,320,758 (3) 58.94
Low Kueck Shin - - 109,340,758 (2) 58.95
Low Kwek Lee - - 109,113,058 (4) 58.83
Low Kuek Kong - - 109,113,058 (4) 58.83
Notes:-
(1) By virtue of his interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Bhd, Low Nam Hui & Sons Sdn Bhd, LNH Enterprise
Sdn Bhd, Low Nam Hui (C&E) Sdn Berhad, Yong Yaow Properties Sdn Bhd and the shares held
by his sons, Dato’ Liew Kuek Hin and Low Quek Kiong pursuant to Section 6A of the Companies
Act, 1965.
(2) By virtue of his interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, Low Nam Hui & Sons Sdn Bhd, LNH
Enterprise Sdn Bhd and Low Nam Hui (C & E) Sdn Berhad and the shares held by his siblings,
Dato’ Liew Kuek Hin and Low Quek Kiong pursuant to Section 6A of the Companies Act, 1965.
(3) By virtue of his interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, Low Nam Hui & Sons Sdn Bhd, LNH
Enterprise Sdn Bhd and Low Nam Hui (C & E) Sdn Berhad and the shares held by his sibling,
Dato’ Liew Kuek Hin pursuant to Section 6A of the Companies Act, 1965.
(4) By virtue of his interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, Low Nam Hui & Sons Sdn Bhd and LNH
Enterprise Sdn Bhd and the shares held by his siblings, Dato’ Liew Kuek Hin and Low Quek
Kiong pursuant to Section 6A of the Companies Act, 1965.
Direct % Indirect %
No. of shares
No. of shares
of RM1.00 each of RM1.00 each
Persons connected to Interested
Directors and Major Shareholders
Dato’ Liew Kuek Hin 140,000 0.08 108,973,058 ( ¹ ) 58.75
Low Kuit Son - - 109,113,058 (2) 58.83
Low Ah Moi @ Chee Ing - - 109,113,058 (2) 58.83
Low Yok En - - 109,113,058 (2) 58.83
Low Mee Yeen - - 109,113,058 (2) 58.83
LNHSB 4,628,992 2.50 63,302,421 (3) 34.13
Lian Hup Manufacturing
Company Sdn Bhd 30,513,830 16.45 - -
Syarikat Senang Oil Palm
Estate Sdn Bhd 30,513,830 16.45 - -
LNH Enterprise 41,021,645 22.12 - -
Perdana Properties Bhd 2,274,761 1.23
Low Nam Hui (C&E) Sdn Bhd 227,700 0.12
Yong Yaow Properties Sdn Bhd 6,000,000 3.23
4

Notes :
(1) By virtue of his interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, Low Nam Hui & Sons Sdn Bhd and LNH
Enterprise Sdn Bhd and the shares held by his sibling, Low Quek Kiong pursuant to Section 6A
of the Companies Act, 1965.
(2) By virtue of his/her interest in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang
Oil Palm Estate Sdn Bhd, Perdana Properties Berhad, Low Nam Hui & Sons Sdn Bhd and LNH
Enterprise Sdn Bhd and the shares held by his/her siblings, Dato’ Liew Kuek Hin and Low
Quek Kiong pursuant to Section 6A of the Companies Act, 1965.
(3) By virtue of its interest in Lian Hup Manufacturing Company Sdn Bhd, Syarikat Senang Oil
Palm Estate Sdn Bhd and Perdana Properties Berhad pursuant to Section 6A of the Companies
Act, 1965.
2.2 Nature of Recurrent Related Party Transactions
The Proposed Shareholders’ Mandate will apply to the following transactions:-
i) purchases by Harn Len of FFB from the oil palm plantations owned by
SCSB; and
ii) payment of transportation charges by Harn Len to PLNHSB for the
transportation of FFB to the oil mill, crude palm oil and palm kernel to
buyers, and fertilizer from suppliers to the plantations owned by Harn Len
Group.
SCSB is principally involved in the cultivation of oil palm and PLNHSB is involved
in the provision of transport and workshop services.
The transactions between Harn Len and SCSB involve the purchase of FFB by Harn
Len from oil palm estates operated by SCSB. The FFB will be used as raw materials
for processing at Harn Len’s palm oil mill.
The projected annual transaction values from 23 June 2005, the date of the AGM, to
the next AGM of Harn Len for the purposes of the Proposed Shareholders’ Mandate
is as follows:-
Company Related party Transaction Estimated annual
value
RM’000
Harn Len SCSB Purchases by Harn Len 12,200*
of FFB
Harn Len PLNHSB Payment by Harn Len 1,150*
for transport charges
* The basis of the estimated annual value is based on management forecasts after taking
into account projected average prices for crude palm oil and FFB over the relevant
period.
The transaction values for the financial year ended 31 December 2004 is as follows:-
Company Related party Transaction Actual annual
value
RM’000
Harn Len SCSB Purchases by Harn Len 15,788
of FFB
Harn Len PLNHSB Payment by Harn Len 1,088
for transport charges
5

The transaction values for the period from 11 June 2004 (the date of the last AGM) to
31 March 2005 (being the last practicable date prior to the printing of this Circular) is as
follows:-
Company Related party Transaction Actual
value
RM’000
Harn Len SCSB Purchases by Harn Len 11,465
of FFB
Harn Len PLNHSB Payment by Harn Len 831
for transport charges
SCSB and PLNHSB are the related parties for all the mandated transactions as set out
above and the interested Directors who are also major shareholders of Harn Len in the
related party transactions are Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong. The nature of their interest in
SCSB and PLNHSB are as set out in Section 2.1 above.
The estimated values may differ from the actual value of the transactions and the
breakdown of the actual aggregate value of the transactions will be disclosed in the
annual report.
There are no new/additional transactions besides the abovementioned transactions
which are subject to the Proposed Shareholders’ Mandate.
2.3 Rationale
The recurrent related party transactions entered or to be entered into by Harn Len as
set out above are in the ordinary course of business. They are recurring transactions of a
revenue or trading nature which are likely to occur with some degree of frequency
and arise at any time and from time to time.
The transactions envisaged under the Proposed Shareholders’ Mandate may be
constrained by its time-sensitive nature and it may be impractical to seek shareholders’
approval on a case by case basis before entering into such related party transactions.
As such, the Board is seeking a shareholders’ mandate pursuant to Paragraph 10.09 of
the Listing Requirements for the related party transactions described in Section 2.1
above to allow Harn Len to enter into such recurrent related party transaction made on
an arm’s length basis and on normal commercial terms and which are not prejudicial
to the interests of the shareholders.
By obtaining the Proposed Shareholders’ Mandate and the renewal of the same on an
annual basis, the necessity to convene separate general meetings from time to time to
seek shareholders’ approval as and when such recurrent related party transactions
occur, will not arise. This would reduce substantial administrative time, inconvenience
and expenses associated with the convening of such meetings, without compromising
the corporate objectives of the Group or adversely affecting the business opportunities
available to the Group.
6

2.4 Benefits
This purchase of FFB from SCSB allows Harn Len to secure raw materials in the form
of FFB for its palm oil mill operations. This is beneficial to the Group in increasing its
turnover by allowing access to a ready source of FFB.
The payment of transport charges by Harn Len to PLNHSB allows Harn Len ready
access to a fleet of vehicles for the purposes of transporting its FFB to its own oil mill
crude, palm oil and palm kernel to its buyers and fertilizer from its suppliers to
plantations owned by Harn Len Group. This obviates the need for Harn Len to incur
fixed and maintenance costs involved in maintaining a fleet of vehicles for this
purpose.
2.5 Review Procedures
To ensure that recurrent related party transactions are conducted at arm’s length and
on normal commercial terms consistent with the Group’s usual business practices and
policies and will not be prejudicial to shareholders, the management will ensure, that
the transactions with the related party will only be entered into after taking into
account the pricing, level of service, quality of product and other related factors.
The management of Harn Len will also implement the following additional
procedures and guidelines to ensure that the recurrent related party transactions are
conducted at arm’s length and on normal commercial terms and on terms not more
favourable to the related party than those generally available to the public and hence
not detrimental to the interests of minority shareholders:-
i) management will be notified that all recurrent related party transactions that
are undertaken must be undertaken on an arm’s length basis and on normal
commercial terms and on terms not more favourable to the related party than
those generally available to the public and are not to the detriment of the
minority shareholders;
ii) records will be maintained by the Company to capture all recurrent related
party transactions which will be entered into pursuant to the Proposed
Shareholders’ Mandate;
iii) transaction prices are to be determined by the prevailing market prices for
which crude palm oil, crude and refined palm oil products and FFB are traded
at the time the transactions are entered into;
iv) recurrent related party transactions will be monitored through management
reports tendered to the Board and Audit Committee; and
v) the Board and the Audit Committee will review the management reports to
ascertain that the guidelines and procedures established to monitor the
recurrent related party transactions have been complied with.
7

Further, where any Director has an interest (direct or indirect) in any related party
transactions, such Director (or his alternate, where applicable) shall abstain from
voting and deliberation at the Board of Directors meeting on the matter. Where any
member of the Audit Committee is interested in any transaction, that member shall
abstain from deliberation and voting on any matter relating to any decisions to be
taken by the Audit Committee with respect to such transactions.
Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the
Proposed Shareholders’ Mandate, the interested director, interested major shareholder
or interested persons connected with a director or major shareholder; and where it
involves the interest of an interested person connected with a director or major
shareholder, such director or major shareholder, must not vote on the resolution
approving the transactions.
Interested directors or interested major shareholders have undertaken that persons
connected with them abstain from voting on the resolution approving the Proposed
Shareholders’ Mandate. Interested directors shall also abstain from deliberating at
board meetings in respect of the related party transactions in which they are interested.
Disclosure will be made in the annual report of the Company providing a breakdown
of the aggregate value of transactions conducted pursuant to the Proposed
Shareholders’ Mandate during the financial year and based on the following
information:-
i) the type of the recurrent transaction made; and
ii)
the names of the related parties involved in each type of the recurrent
transactions made and their relationship with the Company.
Disclosure will also be made in the annual reports for subsequent financial years
during which the shareholders’ mandate remains in force.
The Proposed Shareholders’ Mandate will take effect from the date the Ordinary
Resolutions are passed by the shareholders at the forthcoming AGM and remain in
effect until:-
i) the conclusion of the next AGM of the Company following the general
meeting at which the Proposed Shareholders’ Mandate is passed, at which
time it will lapse, unless by a resolution passed at the meeting, the authority is
renewed;
ii)
iii)
the expiration of the period within which the next AGM after that date is
required to be held pursuant to section 143(1) of the Companies Act 1965 but
shall not extend to such extension as may be allowed pursuant to section
143(2) of the Companies Act 1965; or
revoked or varied by resolution passed by the shareholders in general
meeting;
whichever is the earlier.
8

2.6 Statement by Audit Committee
The Audit Committee has the overall responsibility of determining whether the
procedures for reviewing all recurrent related party transactions are appropriate. The
Audit Committee also has the authority to delegate this responsibility to such
individuals within the Company as it shall deem fit. The Audit Committee will review
and ascertain whether the guidelines and procedures established to monitor recurrent
related party transactions have been complied with at least once a year.
If it is determined that the guidelines and/or procedures stated in Section 2.5 are
inadequate to ensure that (i) the related party transactions will be conducted at arm’s
length and on normal commercial terms and on terms not more favourable to the
related party than those generally available to the public and are not to the detriment
of the minority shareholders and (ii) such transactions are not prejudicial to the
interests of the shareholders, the Company will obtain a fresh shareholders’ mandate
based on new guidelines and procedures.
The Audit Committee shall also have the discretion to request for limits to be imposed
or for additional procedures to be followed if it considers such a request to be
appropriate. In that event, such limits or procedures may be implemented without the
approval of shareholders, provided that they are more stringent than the existing limits
or procedures.
The Audit Committee of the Company has reviewed the terms of the Proposed
Shareholders’ Mandate and is satisfied that the review procedures for recurrent related
party transactions, as well as the annual reviews to be made by the Audit Committee
in relation thereto, are sufficient to ensure that recurrent related party transactions will
be made at arm’s length and in accordance with the Group’s normal commercial terms
and on terms not more favourable to the related party than those generally available to
the public and are not to the detriment of the minority shareholders, and hence, will
not be prejudicial to the shareholders and disadvantageous to the Group.
3.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low Kueck Shin, Low Kwek Lee and Low
Kuek Kong being interested Directors/major shareholders of Harn Len and persons connected to
them as set out in Section 2.1 above shall abstain from voting in respect of their direct and
indirect shareholdings on the Proposed Shareholders’ Mandate by virtue of their interests at
the forthcoming AGM. The interested Directors, who are also major shareholders of Harn
Len, have also undertaken that they will ensure that other persons connected with them as set
out in Section 2.1 above will abstain from voting on the resolutions to be tabled at the
forthcoming AGM.
The interested Directors have also abstained and will continue to abstain from deliberation and
voting in the Board meeting on matters pertaining to the Proposed Shareholders’ Mandate.
Save as aforesaid, none of the other Directors or major shareholders of Harn Len or persons
connected to them have any interest in the Proposed Shareholders’ Mandate.
9

4.0 DIRECTORS' RECOMMENDATION
Your Board, with the exception of Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong who have abstained from expressing an
opinion on the Proposed Shareholders’ Mandate, is of the opinion that the Proposed
Shareholders’ Mandate is in the best interests of the shareholders and the Company.
Your Board, with the exception of Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong who have abstained from making a
recommendation on the Proposed Shareholders’ Mandate, recommend that you vote in favour
of the resolutions pertaining to the above to be tabled at the forthcoming AGM as it is in the
best interests of the Company.
5.0 ANNUAL GENERAL MEETING
For the purpose of considering and if thought fit, passing the resolutions pertaining to the
Proposed Shareholders’ Mandate, an AGM, the notice of which is set out in the Annual Report
enclosed with this Circular, is to be held at Hall 4, 4 th Floor, Johor Tower, 15 Jalan Gereja,
80100 Johor Bahru at 11.00 a.m. on Thursday, 23 June 2005.
If you are unable to attend and vote in person at the AGM, you are requested to complete, sign
and return the Form of Proxy enclosed in the Annual Report in accordance with the
instructions printed thereon as soon as possible so as to arrive at the Registered Office of the
Company at 6 th Floor, Johor Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim
not later than forty-eight hours before the time fixed for the AGM. The lodging of the Form of
Proxy will not preclude you from attending and voting in person at the forthcoming AGM
should you wish to do so.
6.0 FURTHER INFORMATION
Shareholders are requested to refer to the attached Appendix for further information.
Yours faithfully
For and on behalf of the Board of Directors
LOH WANN YUAN
Independent Non-Executive Director
10

GENERAL INFORMATION
APPENDIX
1.0 Responsibility Statement
This Circular has been seen and approved by the Directors of Harn Len and they individually
and collectively accept full responsibility for the accuracy of the information given in this
Circular and confirm that after having made all reasonable enquiries, and to the best of their
knowledge and belief, there are no other facts the omission of which would make any
statement herein misleading.
2.0 Material Litigation
Harn Len and its subsidiary company are not engaged in any material litigation, claims or
arbitration either as plaintiff or defendants and the Directors do not have any knowledge of
any proceedings pending or threatened against the Company and its subsidiary or of any facts
likely to give rise to any proceedings which might materially affect the position or business of
the Company and/or its subsidiary.
3.0 Material Contracts
Save as disclosed herein, Harn Len and/or its subsidiary have not entered into any material
contracts (not being contracts entered into in the ordinary course of business) within the two
(2) years immediately preceding the date of this Circular.
i) an underwriting agreement dated 9 June 2003 between Harn Len and Affin Merchant
Bank Berhad for the underwriting of 20,000 new shares of RM1.00 each in Harn Len
pursuant to Harn Len’s rights issue;
ii)
iii)
iv)
a management agreement dated 2 October 2003 between Harn Len and Tropical Inn
Sdn Bhd (“TISB”) to appoint TISB as the manager and operator of Tropical Inn Hotel
for a nominal fee of RM1.00;
a conditional share subscription agreement dated 2 October 2003 between Harn Len
and Masranti Plantation Sdn Bhd (“Masranti”) for the cash subscription by Harn Len
of 16,024,010 new Masranti shares for a total consideration of RM22,113,134 as
varied and supplemented by a supplementary agreement dated 14 November 2004;
conditional sale and purchase agreements dated 2 October 2003 between Harn Len
with Lian Hup Manufacturing Company Sdn Bhd and Syarikat Senang Oil Palm
Estate Sdn Bhd respectively for the acquisition of estate equipment by Harn Len for a
total cash consideration of RM1,415,000;
v) a conditional sale and purchase agreement dated 2 October 2003 between Harn Len
and LNH Enterprise for the acquisition of the following :-
- 781,205 shares representing the entire issued and paid-up share capital of
Desamawar Runding Sdn Bhd;for a cash consideration of RM4,569,701;
- 4,977,990 shares representing the entire issued and paid-up share capital of Pelita
Pertama Sdn Bhd for a cash consideration of RM18,303,625; and
- 1,182,943 shares representing the entire issued and paid-up share capital of Suen
Tai (Sabah) Sdn Bhd for a cash consideration of RM4,706,136;
as varied and supplemented by a supplemental agreement dated 14 November 2003;
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vi)
vii)
a joint-venture agreement dated 3 September 2004 between Premium Dragon Sdn
Bhd, a wholly-owned subsidiary of the Company, with Pelita Holdings Sdn Bhd, to
facilitate co-operation for the purposes of developing several parcels of land covering
a gross area of approximately 23,500 hectares in Sarawak into oil palm plantations;
and
a management agreement dated 28 April 2005 between Harn Len and Value
Hospitality Limited (“VHL”) in relation to the appointment of VHL for the provision
of hotel management services for Tropical Inn Hotel in Johor Bahru for a basic
management fee equivalent to 2.5% per annum of the Hotel’s gross revenue and an
incentive management fee equivalent to 7.5% per annum of the gross operating profit
of the Hotel for each fiscal year.
4.0 Documents for Inspection
The following documents are available for inspection at Harn Len's Registered Office at 6th
Floor, Johor Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim, during normal
business hours from Monday to Friday (except for public holidays) from the date of this
Circular to the date of the AGM.
i) The Memorandum and Articles of Association of Harn Len;
ii) the abovementioned material contracts; and
iii) the audited accounts of Harn Len for the past two (2) financial years ended 31
December 2003 and 31 December 2004 and the unaudited quarterly financial report
for 31 March 2005.
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