DIRECTORS' REPORT

DIRECTORS’ REPORT
The directors are pleased to present their report to the members together with the audited financial statements of the
Company and of the Group for the financial year ended 31 December 2000.
Directors
The directors of the Company in office at the date of this report are :-
Lee Ee @ Lee Eng
Tan Eng Liang
Ch’ng Jit Koon
Kevin Yap Foo Seong (Appointed on 16 March 2001)
Principal activities
The principal activity of Progen Holdings Ltd is that of an investment holding company.
The principal activities of its consolidated subsidiaries are set out in Note 11 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Results for the financial year
Group Company
$ $
Net (loss)/profit after taxation and minority interests (86,618) 3,198,205
Material movements in reserves and provisions
The following transfers have been made to/(from) reserves :
Group Company
$ $
Accumulated profits
Proposed dividend (410,963) (410,963)
Share buy-back expenditure (955,485) (955,485)
Goodwill on consolidation (38,784) -
Capital redemption reserve
Share buy-back 459,600 459,600
Foreign currency translation
Translation differences 17,363 -
Share premium
Premium on shares issued 6,439,724 6,439,724
Expenses on issue of ordinary shares (130,414) (130,414)
There were no material transfers to or from provisions during the financial year except for normal amounts recognised as
an expense for such items as depreciation and amortisation of non-current assets, provisions for doubtful debts, inventory
obsolescence, diminution in short-term quoted investments and income tax as disclosed in the financial statements.
9

DIRECTORS’ REPORT
Acquisition and disposal of subsidiary companies
During the year, the Group acquired additional shares in the following subsidiary companies :-
Interest
Attributable
net tangible
assets at
Name of subsidiary acquired Consideration acquisition
% $ $
Progen Media Pte Ltd 30 7 7
Dico International Pte Ltd 45 146,250 107,466
No subsidiary companies were disposed of during the financial year.
Issue of shares and debentures
Issuance of ordinary shares
On 3 February 2000, the holding company increased its issued and paid-up share capital from $14,310,499 to $18,603,649
by the issue of 42,931,496 ordinary shares of $0.10 each through a rights issue at a premium of $0.15 each on the
basis of three rights shares for every ten existing ordinary shares of $0.10 each in the capital of the Company. The
proceeds were used to settle a subsidiary company’s revolving and term loans, bank overdraft and provide working
capital for the Group.
Progen Media Pte Ltd, a subsidiary company, increased its issued and paid-up share capital from $2 to $10 divided into
10 ordinary shares of $1 each by the creation of 8 ordinary shares of $1 each. No other subsidiary companies issued any
shares during the year.
The holding company and its subsidiary companies did not issue any debentures during the financial year.
Share Buy-Backs
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company repurchased 2,596,000
ordinary shares at an average price of $0.26 each in August 2000 and further repurchased 2,000,000 ordinary shares at
an average price of $0.14 each in December 2000.
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object
is to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the
Company or any other body corporate.
10

Directors’ interests in shares and debentures
The following directors, who held office at the end of the financial year had, according to the register of directors’
shareholdings required to be kept under section 164 of the Singapore Companies Act, an interest in shares of the holding
company and related corporations as stated below :
Held in the name
of the directors Deemed interest
At At At At At At
Name of directors 1.1.2000 31.12.2000 21.1.2001 1.1.2000 31.12.2000 21.1.2001
Progen Holdings Ltd
(Company)
Ordinary shares of $0.10 each
Lee Ee @ Lee Eng 90,300,985 98,362,460 97,762,460 3,720,850 2,608,694 2,608,694
Low Peng Chow - 150,000 150,000 - - -
Progen Media Pte Ltd
(Subsidiary company)
Lee Ee @ Lee Eng - 1 1 - - -
By virtue of section 7 of the Singapore Companies Act, Lee Ee @ Lee Eng, who has an interest in the shares of the
Company, is deemed to have an interest in shares of the subsidiary companies of the Company at the beginning and end
of the financial year.
Dividends
No dividend was paid during the financial year in respect of the previous financial year. The directors propose a first and
final dividend of 0.30 cents per share (3%) less income tax, amounting to $410,963 be paid for the year ended 31
December 2000.
Bad and doubtful debts
Before the profit and loss account and the balance sheet of the Company were made out, the directors took reasonable
steps to ascertain that proper action had been taken in relation to the writing-off of bad debts and the making of
provision for doubtful debts, and have satisfied themselves that all known bad debts had been written-off and that
adequate provision had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render any amount written-off
or provided for bad and doubtful debts in the Group inadequate to any substantial extent.
Current assets
DIRECTORS’ REPORT
Before the profit and loss account and balance sheet of the Company were made out, the directors took reasonable steps
to ascertain that any current assets which were unlikely to realise their book values in the ordinary course of business
had been written down to their estimated realisable values or adequate provision had been made for the diminution in
the values of such current assets.
11

DIRECTORS’ REPORT
Current assets (cont’d)
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to
current assets in the consolidated financial statements misleading.
Charges on assets and contingent liabilities
Since the end of the financial year, and up to the date of this report, no charge on the assets of the Company or any
company in the Group has arisen which secures the liabilities of any other person and no contingent liability has arisen.
Ability to meet obligations
No contingent or other liability 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 Company and of the Group to meet their obligations as and when they fall due.
Other circumstances affecting the financial statements
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
consolidated financial statements which would render any amount stated in the financial statements of the Company and
consolidated financial statements misleading.
Unusual items
In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year
have not been substantially affected by any item, transaction or event of a material and unusual nature.
Unusual items after the financial year
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this report which would affect substantially the results of the
operations of the Company and of the Group for the financial year in which this report is made.
Directors’ contractual benefits
Since the end of the previous financial year, no director of the Company has received or has become entitled to receive
a benefit 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.
Share options
Progen Employees’ Share Option Scheme (“Scheme”).
The Scheme was approved in principle by the members of the Company at the Extraordinary General Meeting on 31 July
2000. Under the Scheme, selected full-time employees of the Company and its subsidiaries including Executive Directors
of the Company but excluding Non-Executive Directors, Controlling Shareholders and their Associates are eligible to
participate in the Scheme at the discretion of the Committee administering the Scheme.
Pursuant to Clause 947 (Practice Note No. 9h) of the Listing Manual of the Singapore Exchange Securities Trading
Limited, it is reported that during the financial year, members of the Committee administering the Scheme are directors
Lee Ee @ Lee Eng and Tan Eng Liang.
12

No share was issued pursuant to the exercise of any option to subscribe for shares in the Company.
During the financial year, there were :
(a) no options granted by the Company or its subsidiary companies to any person to take up unissued shares in the
Company or its subsidiary companies; and
(b) no shares were issued by virtue of any exercise of options to take up unissued shares in the Company or its
subsidiary companies;
As at the end of the financial year, there were no unissued shares in the Company or its subsidiary companies
under option.
Subsequent events
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company made a further
repurchase of 805,000 ordinary shares from 31 March to 11 April 2001 at a total cost, including brokerage, of $85,030.
The total amount spent under the scheme as at the date of this report amounted to $1,040,515 for 5,401,000 ordinary
shares.
Auditor
Ernst & Young have expressed their willingness to accept reappointment as auditor.
On behalf of the directors:
Lee Ee @ Lee Eng
Director
Tan Eng Liang
Director
Singapore
16 April 2001
DIRECTORS’ REPORT
13

STATEMENT BY THE DIRECTORS
We, Lee Ee @ Lee Eng and Tan Eng Liang, being two of the directors of Progen Holdings Ltd, do hereby state that, in the
opinion of the directors :
(i) the accompanying balance sheets, profit and loss accounts, statements of changes in equity and consolidated cash
flow statement together with the notes thereto are drawn up so as to give a true and fair view of the state of affairs
of the Company and of the Group as at 31 December 2000 and of the results and changes in equity of the Company
and the Group and the cash flows of the Group for the year then ended, and
(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.
On behalf of the directors:
Lee Ee @ Lee Eng
Director
Tan Eng Liang
Director
Singapore
16 April 2001
14

Progen Holdings Ltd is committed to maintaining a high standard of corporate governance within the Group. Good
corporate governance establishes and maintains a legal and ethical environment in the Group, which operates to preserve
the interests of shareholders.
1) Board of Directors
The Board oversees the business affairs of the Group, approves the financial objectives and the business strategies
and monitors standards of performance, both directly and through its committees.
The Board comprises four directors, two of whom hold executive positions :-
Executive Directors :
Lee Ee @ Lee Eng
Kevin Yap Foo Seong (Appointed on 16 March 2001)
Independent Non-Executive Directors :
Tan Eng Liang
Ch’ng Jit Koon
The Board holds at least four meetings each year. The Board approves the Group’s strategic plans, key business
initiatives, major investments and funding decisions; it reviews the Group’s financial performance and determines
the compensation of senior management. These functions are carried out by the Board directly or through committees
of the Board which have been set up to support its work.
The following has been set up by the Board :
Audit Committee
The Audit Committee comprises three Board members, two of whom are independent non-executive directors :
1. Tan Eng Liang (Chairman)
2. Lee Ee @ Lee Eng
3. Ch’ng Jit Koon
The Committee holds at least two meetings each year and discharges the following delegated functions :
(1) Reviews the external auditor’s audit plan;
(2) Reviews with the external auditor their evaluation of internal controls together with management’s responses;
(3) Reviews the assistance given by the Company’s officers to the external auditor;
(4) Reviews the financial statements of the Company and the Group before their submission to the Board, together
with the external auditor’s report thereon;
(5) Reviews the interim and annual announcements of the Company and the Group before they are submitted to the
Board for approval;
(6) Nominates the external auditor;
(7) Reviews interested person transactions; and
REPORT ON CORPORATE GOVERNANCE
15

REPORT ON CORPORATE GOVERNANCE
16
Audit Committee (cont’d)
(8) Reviews the remuneration packages of employees who are related to the directors and substantial shareholders
of the Company.
In the opinion of the directors, Progen Holdings Ltd complies with the Best Practices Guide, with respect to Audit
Committees.
The Committee has full access to and co-operation by the Company’s management and the auditors and has full
discretion to invite any director or executive officer to attend its meetings. The auditors have unrestricted access to
the Audit Committee. The Audit Committee has reasonable resources to enable it to discharge its functions properly.
Remuneration packages of employees who are related to the directors and substantial shareholders of
the Company
For the current financial year, there were two employees of the Group who are related to Lee Ee @ Lee Eng, who is
a director and substantial shareholder of the Company. The aggregate remuneration (including CPF contributions thereon
and benefits) of these employees amounted to approximately $68,260 for the year ended 31 December 2000.
The Audit Committee has reviewed and ensured that their remuneration packages are in line with the Group’s staff
remuneration guidelines, and commensurate with their respective job scope and level of responsibilities.
The Audit Committee may examine whatever aspects it deems appropriate of the Group’s financial affairs, its audits
and its exposure to risks of a regulatory or legal nature. It keeps under review the effectiveness of the Company’s
system of accounting and internal financial controls, for which the directors are responsible. It also keeps under
review the Company’s programme to monitor compliance with its legal, regulatory and contractual obligations.
2) Securities Transactions
The Group has issued a Policy on Share Dealings to all employees of the Group, setting out the implications of insider
trading and the recommendations of the Best Practices Guide issued by the Singapore Exchange Securities Trading
Limited. The Group has adopted a code of conduct to provide guidance to its officers with regard to dealing in the
Company’s shares.
On behalf of the Board :
Lee Ee @ Lee Eng
Director
Tan Eng Liang
Director
Singapore
16 April 2001

We have audited the financial statements of Progen Holdings Ltd and the consolidated financial statements of the Group
set out on pages 18 to 40, comprising the balance sheets of the Company and of the Group as at 31 December 2000, the
profit and loss accounts and statements of changes in equity of the Company and of the Group and cash flow of the Group
for the year ended 31 December 2000, and notes thereto. These financial statements are the responsibility of the
Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion,
(a) the financial statements and consolidated financial statements are properly drawn up in accordance with the provisions
of the Singapore Companies Act (Act) and Singapore Statements of Accounting Standard and so as to give a true and
fair view of:-
(i) the state of affairs of the Company and of the Group as at 31 December 2000 and of the results and changes in
equity of the Company and of the Group and cash flows of the Group for the year ended on that date; and
(ii) the other matters required by section 201 of the Act to be dealt with in the financial statements and consolidated
financial statements;
(b) the accounting and other records, and the registers required by the Act to be kept by the Company and by those
subsidiary companies incorporated in Singapore of which we are the auditors have been properly kept in accordance
with the provisions of the Act.
We have considered the financial statements of Engpro Sdn Bhd, being the only financial statements included in the
consolidated financial statements for which we have not acted as auditor, and the auditor’s report on that subsidiary
company. The name of this subsidiary audited by our associated firm is stated in Note 11 to the financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial
statements of the Company are in a 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 as required by us for
those purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and in
respect of subsidiary companies incorporated in Singapore did not include any comment made under section 207(3) of
the Act.
ERNST & YOUNG
Certified Public Accountants
Singapore
16 April 2001
AUDITOR’S REPORT TO THE
MEMBERS OF PROGEN HOLDINGS LTD
17

BALANCE SHEETS
As at 31 December 2000
Group Company
Notes 2000 1999 2000 1999
$ $ $ $
Fixed assets 9 33,497,095 33,869,020 7,564 8,634
Intangible assets 10 34,134 14,500 8,333 14,500
Subsidiary companies 11 - - 10,184,755 10,038,497
Associated company 12 - 1 - 1
Current assets
Cash and cash equivalents 3,457,495 1,931,141 24,079 17,362
Trade and other
receivables, net 13 7,442,553 15,402,039 2,783,681 144,767
Amounts due from subsidiaries 14 - - 27,878,070 15,986,485
Short-term quoted
investments 15 49,253 223,667 - -
Inventories 16 379,243 662,136 - -
Contracts work-in-progress 17 847,749 133,727 - -
18
12,176,293 18,352,710 30,685,830 16,148,614
Current liabilities
Trade and other payables 18 3,068,636 4,112,867 360,383 312,884
Amounts due to subsidiaries 19 - - 1,846,792 63,235
Loans and borrowings 20 - 7,689,055 - -
Provision for taxation 233,483 218,218 - -
Hire purchase creditors 21 31,125 758,968 - -
Contracts work-in-progress 17 49,139 276,065 - -
Proposed dividend 22 410,963 - 410,963 -
3,793,346 13,055,173 2,618,138 376,119
Net current assets
Non-current liabilities
8,382,947 5,297,537 28,067,692 15,772,495
Loans and borrowings 20 - 5,183,496 - -
Hire purchase creditors 21 72,229 1,108,337 - -
Deferred taxation 23 87,226 116,226 - -
159,455 6,408,059 - -
41,754,721 32,772,999 38,268,344 25,834,127
Shareholders equity
Issued capital 18,144,049 14,310,499 18,144,049 14,310,499
Share premium 19,422,989 13,113,679 19,422,989 13,113,679
Capital redemption reserve 459,600 - 459,600 -
Foreign currency translation (105,765) (123,128) - -
Accumulated profits/(losses) 3,833,846 5,325,696 241,706 (1,590,051)
41,754,719 32,626,746 38,268,344 25,834,127
Minority interests 2 146,253 - -
41,754,721 32,772,999 38,268,344 25,834,127
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.

Group Company
Notes 2000 1999 2000 1999
$ $ $ $
Revenues
Products and installation 3,878,821 7,296,777 - -
Services and maintenance 1,905,117 605,554 - -
Dividend income 4 4,213 1,787 3,425,503 -
Other revenue 5 1,641,335 1,102,424 1,816,524 -
Total revenues 7,429,486 9,006,542 5,242,027 -
Costs and expenses
Cost of products and
installation 2,816,034 3,876,881 - -
Purchase of consumables 267,201 270,295 - -
Rental expenses 405,215 379,984 - -
Salaries and employee
benefits 988,707 1,066,661 159,516 -
Depreciation of fixed assets 9 763,883 703,657 1,070 1,070
Other operating expenses 5 1,823,521 2,187,230 781,268 663,638
Total costs and expenses 7,064,561 8,484,708 941,854 664,708
Profit/(loss) from operating
activities 364,925 521,834 4,300,173 (664,708)
Finance costs 5 (243,779) (761,518) (1,465) (10)
121,146 (239,684) 4,298,708 (664,718)
Share of profit of
associated company - 1,334,752 - -
Profit/(loss) from
operations before taxes
and minority interests 121,146 1,095,068 4,298,708 (664,718)
Taxation 6 (246,554) (267,584) (1,100,503) -
________ ________ ________ ________
(125,408) 827,484 3,198,205 (664,718)
Minority interests,
net of taxes 38,790 (5,169) - -
________ ________ ________ ________
Net (loss)/profit before
extraordinary items, net (86,618) 822,315 3,198,205 (664,718)
Extraordinary items, net 7 - 349,463 - -
Net (loss)/profit (86,618) 1,171,778 3,198,205 (664,718)
Earnings/(loss) per share in cents
Before extraordinary items
Basic 8 (0.05) 0.59
After extraordinary items
Basic 8 (0.05) 0.85
PROFIT AND LOSS ACCOUNTS
for the year ended 31 December 2000
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.
19

STATEMENTS OF CHANGES IN EQUITY
for the year ended 31 December 2000
Group 2000 1999 2000 1999
Authorised share capital
Ordinary shares at $0.10 each
Balance, beginning and end
$ $ Shares
of year 50,000,000 50,000,000 500,000,000 500,000,000
Issued capital (1)
Balance, beginning of year 14,310,499 13,118,499 143,104,990 131,184,990
Issuance of ordinary shares 4,293,150 1,192,000 42,931,496 11,920,000
Share buy-back (2) (459,600) - (4,596,000) -
Balance, end of year 18,144,049 14,310,499 181,440,486 143,104,990
Share premium
Balance, beginning of year 13,113,679 8,627,282
Shares issued during the year 6,439,724 4,589,200
Expenses related to issue
of ordinary shares (130,414) (102,803)
Balance, end of year 19,422,989 13,113,679
Capital redemption reserve
Balance, beginning of year - -
Share buy-back (2) 459,600 -
Balance, end of year 459,600 -
Foreign currency translation
Balance, beginning of year (123,128) (696,630)
Adjustment for the year 17,363 573,502
Balance, end of year (105,765) (123,128)
Accumulated profits
Balance, beginning of year 5,325,696 4,284,692
Net (loss)/profit (86,618) 1,171,778
Share buy-back expenditure (2) (955,485) -
Goodwill on consolidation (38,784) (130,774)
Proposed dividend (Note 22) (410,963) -
Balance, end of year 3,833,846 5,325,696
Total equity and shares
outstanding 41,754,719 32,626,746 181,440,486 143,104,990
(1) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restriction.
(2) Consequent to the share buyback programme approved by the shareholders during the year, the Company repurchased
4,596,000 ordinary shares at an average price of $0.21 per share, amounting to a total cost, including brokerage, of
$955,485.
Refer to Note 28 on subsequent events.
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.
20

STATEMENTS OF CHANGES IN EQUITY
Company 2000 1999 2000 1999
$ $ Shares
Authorised share capital
Ordinary shares at $0.10 each
Balance, beginning and end
of year 50,000,000 50,000,000 500,000,000 500,000,000
Issued capital (1)
Balance, beginning of year 14,310,499 13,118,499 143,104,990 131,184,990
Issuance of ordinary shares 4,293,150 1,192,000 42,931,496 11,920,000
Share buy-back (2) (459,600) - (4,596,000) -
Balance, end of year 18,144,049 14,310,499 181,440,486 143,104,990
Share premium
Balance, beginning of year 13,113,679 8,627,282
Shares issued during the year 6,439,724 4,589,200
Expenses related to issue
of ordinary shares (130,414) (102,803)
Balance, end of year 19,422,989 13,113,679
Capital redemption reserve
Balance, beginning of year - -
Share buy-back (2) 459,600 -
Balance, end of year 459,600 -
Accumulated profits/(losses)
Balance, beginning of year (1,590,051) (925,333)
Net profit/(loss) 3,198,205 (664,718)
Share buy-back expenditure (2) (955,485) -
Proposed dividend (Note 22) (410,963) -
Balance, end of year 241,706 (1,590,051)
Total equity and shares
outstanding 38,268,344 25,834,127 181,440,486 143,104,990
(1) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restriction.
(2) Consequent to the share buyback programme approved by the shareholders during the year, the Company repurchased
4,596,000 ordinary shares at an average price of $0.21 per share, amounting to a total cost, including brokerage, of
$955,485.
Refer to Note 28 on subsequent events.
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.
for the year ended 31 December 2000
21

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2000
2000 1999
$ $
Cash flows from operating activities
Operating profit/(loss)
Adjustments for :
121,146 (239,684)
Interest income (103,278) (2,305)
Interest expense 243,779 761,518
Gain on disposal of fixed assets (30,498) (367,863)
Foreign exchange gains 17,369 2,498
Dividends from short-term quoted investments (4,213) (1,787)
Depreciation of fixed assets 763,883 703,657
Amortisation of expenditure carried forward
Provision/(write-back) of diminution in
6,167 500
value of short-term quoted investments 37,901 (70,236)
Loss on disposal of short-term quoted investments 1,332 -
Operating income before working capital changes 1,053,588 786,298
Decrease/(increase) in trade and other receivables 7,732,486 (10,376,080)
Decrease in inventories 282,893 132,047
Decrease in trade and other payables (1,044,231) (4,863,723)
(Increase)/decrease in contracts work-in-progress (940,948) 2,061,657
Net cash flows from/(used in) operating activities 7,083,788 (12,259,801)
Payment of taxes (33,289) (153,293)
22
7,050,499 (12,413,094)
Cash flows from investing activities
Deferred expenditure incurred (25,801) -
Expenditure carried forward paid - (15,000)
Purchase of fixed assets (418,260) (2,046,848)
Proceeds from disposal of fixed assets 56,800 426,086
Dividends received from short-term quoted investments 4,213 1,787
Proceeds from disposal of short-term quoted investment 135,181 -
Increase in shares of a subsidiary (146,250) (4)
Disposal of subsidiary, net of cash disposed - 70,679
Acquisition of associated company - (1)
Dividends received from associated company - 1,446,825
Repayment from associated company - (794,925)
Proceeds from sale of associated company - 10,577,113
Net cash flows (used in)/from investing activities (394,117) 9,665,712
Cash flows from financing activities
Share buy-backs (955,485) -
Net decrease in interest bearing loans and borrowings (12,872,551) (370,396)
Proceeds from issuance of shares 10,602,460 5,678,397
Repayment of hire purchase (1,763,951) (220,016)
Interest expense paid (243,779) (761,518)
Interest income received 103,278 2,305
Net cash (used in)/from financing activities (5,130,028) 4,328,772
Net increase in cash and cash equivalents 1,526,354 1,581,390
Cash and cash equivalent at beginning of the year 1,931,141 349,751
Cash and cash equivalent at end of the year 3,457,495 1,931,141
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.

1. Corporate information
NOTES TO THE FINANCIAL STATEMENTS
The consolidated financial statements of Progen Holdings Ltd for the year ended 31 December 2000 were authorised
for issue in accordance with a resolution of the directors on 16 April 2001. The Company is a limited liability
company which is incorporated in Singapore.
The registered office of Progen Holdings Ltd is located at 12 Woodlands Loop, Singapore 738283.
The principal activity of Progen Holdings Ltd is that of an investment holding company.
The principal activities of its consolidated subsidiaries are set out in Note 11 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
The Group operates in two countries and employed 36 employees as of 31 December 2000.
2. Significant accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with Singapore Statements of
Accounting Standard and applicable requirements of Singapore law.
The financial statements of the Company and of the Group, which are presented in Singapore dollars, are prepared
under the historical cost convention.
Principles of consolidation
The consolidated financial statements comprise the financial statements of Progen Holdings Ltd and its controlled
subsidiary companies, after the elimination of all material intercompany transactions.
The accounting year of the Company and all its subsidiaries in the Group ends on 31 December and the consolidated
financial statements incorporate the financial statements of the Company and all its subsidiaries. The results of
subsidiaries acquired or disposed of during the year are included in or excluded from the group results from the
respective dates of acquisition or disposal, as applicable.
Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of a subsidiary
or associate at the date of acquisition. Goodwill is written off against shareholders equity in the year of acquisition.
Investments in subsidiary companies
Shares in subsidiary companies are stated at cost unless, in the opinion of the directors, there has been a permanent
diminution in value, in which case they are written down to a valuation as determined by the directors.
Investments in associated companies
An associated company is defined as a company, not being a subsidiary, in which the Group has a long-term interest of not
less than 20% of the equity and in whose financial and operating policy decisions the Group exercises significant influence.
The Group’s share of the results of associated companies is included in the consolidated profit and loss account. The Group’s share
of the post-acquisition reserves of associated companies is included in the investments in the consolidated balance sheet.
Foreign currencies
Transactions arising in foreign currencies during the year are translated at rates closely approximating those ruling on the
transaction dates. Foreign currency monetary assets and liabilities are translated into local currency at exchange rates ruling
at the balance sheet date. All exchange differences arising from translation are included in the profit and loss accounts.
23

NOTES TO THE FINANCIAL STATEMENTS
Significant accounting policies (cont’d)
24
For inclusion in the consolidated financial statements, all assets and liabilities of foreign subsidiaries and associated
companies are translated into Singapore dollars at the exchange rates ruling at the balance sheet date and the results
of foreign subsidiaries and associated companies are translated into Singapore dollars at the average exchange rates.
Exchange differences due to such currency translations are taken directly to foreign currency translation reserve as a
separate component of the shareholders equity.
Fixed assets
Fixed assets are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any
directly attributable costs of bringing the asset to working condition for its intended use. Expenditure for additions,
improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the profit and
loss account. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial
statements and any gain or loss resulting from their disposal is included in the profit and loss account.
Depreciation
Depreciation is calculated on the straight line method to write-off the cost of fixed assets over their estimated useful
lives. The estimated useful lives of fixed assets are as follows:-
Leasehold properties - over the term of the leases
Plant and machinery - 10 years
Showroom, furniture, fittings and equipment - 10 years
Motor vehicles - 5 years
Computers - 3 years
Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge
for depreciation is made in respect of these assets.
Contracts-in-progress
Contracts-in-progress are stated at cost plus a proportion of estimated profits earned to date, less progress payments
received or receivable. Full provision is made for the estimated losses to completion where applicable. Cost includes
all direct material and labour costs and those indirect costs related to contract performance.
Profits on contracts-in-progress are recognised on the percentage of completion method by reference to actual contract
costs incurred on each contract with adjustments made to include only those costs which reflect work performed.
Short-term quoted investments
Short-term quoted investments are stated at market value determined on an aggregate basis. Market value is the
closing market price at the balance sheet date. The changes in market value are taken to the profit and loss account.
Dividend income is recognised on an accrual basis.
Intangible assets
Intangible assets consist of pre-operating and preliminary expenses and expenditure carried forward. These are
stated at cost less amortisation and are written off to the profit and loss account on a straight-line basis over a
three-year period upon commencement of operation.

2. Significant accounting policies (cont’d)
Cash and cash equivalents
NOTES TO THE FINANCIAL STATEMENTS
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments
readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash on hand and in banks.
Trade and other receivables
Trade receivables, which generally have 30 - 90 day terms, are recognised and carried at original invoice amount less
an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full
amount is no longer probable. Bad debts are written-off as incurred.
Receivables from related corporations are recognised and carried at cost.
Inventories
Inventories are stated at the lower of cost, (valued on a weighted average basis) and net realisable value. Net
realisable value is the estimated selling price less estimated costs of disposal and after making allowance for
damaged, obsolete and slow-moving items.
Leases
Finance leases, which effectively transfer to the Group substantially all the risks and benefits incidental to ownership of
the leased item, are capitalised at the present value of the minimum lease payments at the inception of the lease term
and disclosed as fixed assets. Lease payments are treated as consisting of capital and interest elements and the interest
is charged to profit and loss account. Depreciation on the relevant assets is charged to profit and loss account.
Revenue recognition
Revenue from the sale of products and installation is recognised on the percentage of completion method. Any losses
are provided for as they become known. Claims for additional contract compensation are not recognised until resolved.
Revenue from the provision of services is recognised upon the performance of service to the customer.
Revenue from such services which is billed or collected in advance of the services being rendered, is deferred and
reflected as deferred revenue.
Revenue from the sale of products is recognised upon passage of title to the customer which generally coincides with
their delivery and acceptance.
Revenue from rental of leasehold building space is recognised based on the period of rental during the financial year.
Borrowing costs
Borrowing costs are recognised as expenses in the period in which they are incurred.
Deferred taxation
Deferred taxation is accounted for under the liability method whereby the tax charge for the year is based on the
disclosed book profit after adjusting for all permanent differences. The amount of taxation deferred on account of all
timing differences is reflected in the deferred taxation account, except where the timing differences are not expected
to reverse in the foreseeable future. Deferred tax benefits are not recognised unless there is reasonable expectation
of their realisation.
25

NOTES TO THE FINANCIAL STATEMENTS
3. Segment information
26
The following tables present revenue and profit information regarding business segments and certain asset and
liability information regarding industry segments as at 31 December 2000 and 1999.
Business segments
Products and Services and
installation maintenance Corporate
2000 1999 2000 1999 2000 1999
$ $ $ $ $ $
Segment Revenue
Sales to external
customers 3,878,821 7,161,355 1,905,117 740,972 - -
Intersegment sales
Unallocated revenue
418,926 4,135,102 330,840 291,280 5,237,243 -
Total revenue
Segment Result (522,077) 2,685,248 223,301 343,494 4,300,173 (641,708)
Finance costs
Share of profit of
associated company
Profit from operations
before taxes and
minority interests
Tax expense
Minority interests,
net of taxes
Net (loss)/profit before
extraordinary items, net
Extraordinary items, net
Net (loss)/profit
Segment assets 35,033,420 53,526,838 8,037,066 2,516,515 40,649,444 16,016,515
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
25,803,437 37,623,983 5,430,317 1,440,688 2,618,138 376,119
Capital expenditure 670,264 2,085,015 290,004 586,423 - -
Depreciation 443,605 665,671 188,067 58,847 1,070 1,070

3. Segment information (cont’d)
Business segments
NOTES TO THE FINANCIAL STATEMENTS
Rental Eliminations Group
2000 1999 2000 1999 2000 1999
$ $ $ $ $ $
Segment Revenue
Sales to external
customers 967,134 336,918 - - 6,751,072 8,239,245
Intersegment sales - 381,715 (5,987,009) (4,808,097) - -
Unallocated revenue 678,414 767,297
Total revenue 7,429,486 9,006,542
Segment Result (96,872) 184,379 (3,539,600) (2,049,579) 364,925 521,834
Finance costs (243,779) (761,518)
121,146 (239,684)
Share of profit of
associated company - 1,334,752
Profit from operations
before taxes and
minority interests 121,146 1,095,068
Tax expense (246,554) (267,584)
(125,408) 827,484
Minority interests,
net of taxes 38,790 (5,169)
Net (loss)/profit before
extraordinary items, net (86,618) 822,315
Extraordinary items, net - 349,463
Net (loss)/profit (86,618) 1,171,778
Segment assets 9,133,268 3,611,943 (47,683,957) (23,619,847) 45,169,241 52,051,964
Unallocated assets 538,281 184,267
Total assets 45,707,522 52,236,231
Segment liabilities 6,201,405 2,409,177 (36,421,205) (22,721,178) 3,632,092 19,128,788
Unallocated liabilities 320,709 334,444
Total liabilities 3,952,801 19,463,232
Capital expenditure 220,251 - (120,982) (624,590) 1,059,537 2,046,848
Depreciation 131,141 36 - (21,967) 763,883 703,657
Products and installation relates to trading and contracting of engineering works, cooling towers, air-conditioning and
mechanical ventilation systems.
Services and maintenance relates to cleaning and washing of recycled containers used for storage of computer disks and other
sensitive electronic components, and servicing and repairing of air-conditioners, cooling towers and other cooling equipment.
27

NOTES TO THE FINANCIAL STATEMENTS
28
3. Segment information (cont’d)
Geographical segments
Singapore Malaysia
Corporate &
other eliminations Consolidated
2000 1999 2000 1999 2000 1999 2000 1999
$ $ $ $ $ $ $ $
Segment revenue
Sales to external
customers 6,744,549 8,187,887 6,523 51,358 - - 6,751,072 8,239,245
Intersegment sales 5,987,009 4,808,097 - - (5,987,009) (4,808,097) - -
Unallocated revenue 678,414 767,297
Total revenue 7,429,486 9,006,542
Segment assets 92,601,596 75,248,217 789,883 607,861 (47,683,957) (23,619,847) 45,707,522 52,236,231
Segment liabilities 40,122,596 42,095,232 251,410 89,179 (36,421,205) (22,721,178) 3,952,801 19,463,233
4. Dividend income
Group Company
2000 1999 2000 1999
$ $ $ $
Short-term quoted investments 4,213 1,787 - -
Subsidiaries - - 3,425,503 -
5. Other revenues, operating expenses and finance costs
4,213 1,787 3,425,503 -
Other revenue, other operating expenses and finance costs included the following for the years ended 31 December :
Group Company
2000 1999 2000 1999
$ $ $ $
Other revenues
Bad debts recovered - 130,165 - -
Foreign exchange gain 288,372 26,926 - -
Gain on disposal of fixed assets
Gain on disposal of short-term
30,498 367,863 - -
quoted investments
Interest income
6,228 - - -
- subsidiaries - - 959,562 -
- fixed deposits 77,768 - - -
- banks 25,510 2,305 4,784 -
Management fees
Rental of leasehold building
- - 650,550 -
space 967,134 336,131 - -
Share of common expenses
Write-back of diminution in
value of short-term quoted
- - 201,628 -
investments - 70,236 - -

5. Other revenues, operating expenses and finance costs (cont’d)
NOTES TO THE FINANCIAL STATEMENTS
Group Company
2000 1999 2000 1999
$ $ $ $
Other operating expenses
Amortisation of expenditure
carried forward
Auditors’ remuneration
Auditors of the Group
6,167 500 6,167 500
- current year
- underprovision in
65,000 38,500 30,000 15,000
respect of prior year
Other services
34,000 18,000 15,000 18,000
- current year
- underprovision in
22,000 28,500 10,500 17,500
respect of prior year 3,000 - 3,000 -
Other auditors 874 1,755 - -
Directors’ fees 114,540 80,000 80,000 80,000
Directors’ remuneration 400,200 352,593 400,200 352,593
Foreign exchange loss
Provision for trade doubtful
15,245 38,495 - -
debts
Provision for inventory
201,680 752,306 - -
obsolescence
Provision for diminution
in value of short-term
128,158 21,842 - -
quoted investments
Write-off of short-term
37,901 - - -
quoted investments 7,560 - - -
Write-off of bad debts - trade 23,854 11,757 - -
Finance costs
Interest expense :
Term loans 64,197 309,446 - -
Bank overdrafts 43,450 246,271 1,465 10
Hire purchase 136,132 113,363 - -
Others - 92,438 - -
6. Income tax
243,779 761,518 1,465 10
Group Company
2000 1999 2000 1999
$ $ $ $
Provision for income tax in
respect of profit for the year :-
Current taxation 274,000 29,906 1,100,503 -
Deferred taxation (29,000) 45,000 - -
Underprovision in respect of previous years 1,554 - - -
246,554 74,906 1,100,503 -
Share of taxation of associated company - 192,678 - -
246,554 267,584 1,100,503 -
29

NOTES TO THE FINANCIAL STATEMENTS
6. Income tax (cont’d)
30
The income tax charge for the Group materially differs from the amount determined by applying the Singapore
income tax rate of 25.5% (1999 : 26%) to profit before income tax due to :-
(i) certain non-deductible expenses; and
(ii) no group offset relief available for losses incurred by certain subsidiaries.
This is partially offset by the utilisation of tax losses and capital allowances brought forward by certain
subsidiaries amounting to $612,000 and $275,000 respectively, which resulted in tax savings of
approximately $226,000.
At 31 December 2000, certain subsidiaries had unutilised capital allowances and tax losses amounting to
approximately $439,000 and $1,902,721 (1999 : $58,000 and $852,000 respectively) available for set-off
against future taxable profits subject to sections 23 and 37 of the Income Tax Act and agreement by the
tax authorities.
7. Extraordinary items, net
Group Company
2000 1999 2000 1999
$ $ $ $
Loss on disposal of shares in subsidiary,
Shaoxing Prome Special Cooling
Equipment Co., Ltd
Gain on disposal of shares in associated
company, Zhejiang Shangfeng
- (92,346) - -
Industrial Holdings Co. Ltd - 441,809 - -
8. (Loss)/Earnings per share
- 349,463 - -
Basic (loss)/earning per share before extraordinary items are calculated by dividing the net loss before extraordinary
items of $86,618 (1999 : profit of $822,315) by the weighted average of 184,394,613 ordinary shares (1999 :
138,634,990 ordinary shares) in issue during the year.
Basic (loss)/earnings per share after extraordinary items are calculated by dividing the net loss after extraordinary
items of $86,618 (1999 : profit of $1,171,778) with the weighted average of 184,394,613 ordinary shares (1999 :
138,634,990 ordinary shares) in issue during the year.
Diluted earnings per share is not computed as there is no adjustment for the effects of dilution.

9. Fixed assets
Plant
Showroom,
furniture,
Leasehold and fittings and Motor
properties machinery equipment vehicles Computers Total
Group
Cost
$ $ $ $ $ $
At 1 January 2000 28,942,698 5,580,663 568,788 232,500 139,301 35,463,950
Additions 495,815 69,265 454,315 39,697 445 1,059,537
Disposals - (26,542) - (7,500) - (34,042)
Adjustment (599,089) (42,188) - - - (641,277)
At 31 December 2000 28,839,424 5,581,198 1,023,103 264,697 139,746 35,848,168
Accumulated depreciation
At 1 January 2000 1,112,929 175,892 146,369 48,817 110,923 1,594,930
Charge for the year 500,254 135,704 56,184 52,537 19,204 763,883
Disposals - (240) - (7,500) - (7,740)
At 31 December 2000 1,613,183 311,356 202,553 93,854 130,127 2,351,073
Charge for 1999 498,961 104,236 37,063 42,601 20,796 703,657
Net book value
At 31 December 2000 27,226,241 5,269,842 820,550 170,843 9,619 33,497,095
At 31 December 1999 27,829,769 5,404,771 422,419 183,683 28,378 33,869,020
(a) Leasehold properties include :-
NOTES TO THE FINANCIAL STATEMENTS
(i) a building situated at Riverside Road on leasehold land from the Housing Development Board. The tenure of
the lease is 30 years from 1 February 1992, with an option to renew for another 30 years.
(ii) a 4-storey factory cum office premise situated at Woodlands Loop on leasehold land from Jurong Town
Corporation. The tenure of the lease is 30 years from 16 January 1996 with an option to renew for another
30 years subject to the Company meeting certain investment conditions. The directors have, based on
professional appraisals by Henry Butcher Appraisal Group Pte. Ltd. on 21 March 2001, valued the leasehold
property at $30,000,000.
(b) No depreciation charge has been provided on plant and machinery amounting to $4,051,872 (1999 :
$3,764,862) as the subsidiary company has not commenced the business in which the assets are intended
to be utilised.
(c) Adjustment relates to over-accrual of costs of fixed assets at completion.
31

NOTES TO THE FINANCIAL STATEMENTS
9. Fixed assets (cont’d)
32
(d) At the balance sheet date, the net book value of fixed assets of the Group under finance lease
comprise :-
2000 1999
$ $
Plant & machinery - 4,267,770
Furniture, fittings and equipment 8,547 9,862
Motor vehicles 135,947 179,967
144,494 4,457,599
Company
Furniture, fittings
and equipment Computers Total
Cost
Balance as at 1 January 2000
$ $ $
and 31 December 2000 10,000 210 10,210
Accumulated depreciation
Balance as at 1 January 2000 1,500 76 1,576
Charge for the year 1,000 70 1,070
Balance as at 31 December 2000 2,500 146 2,646
Charge for 1999 1,000 70 1,070
Net book value
At 31 December 2000 7,500 64 7,564
At 31 December 1999 8,500 134 8,634
10. Intangible assets
Group Company
$ $
Cost
At 1 January 2000 15,000 15,000
Increase during the year 25,801 -
At 31 December 2000 40,801 15,000
Accumulated amortisation
At 1 January 2000 500 500
Charge for the year 6,167 6,167
At 31 December 2000 6,667 6,667
Charge for 1999 500 500
Net book value
At 31 December 2000 34,134 8,333
At 31 December 1999 14,500 14,500

11. Subsidiary companies
The consolidated financial statements include the financial statements of the Company and the consolidated subsidiaries
stated as follows:
Name of company Principal activities Cost
Percentage of
equity held by
the Group
(Country of incorporation) (Place of business) 2000 1999 2000 1999
Held by the Company :
$ $ % %
Progen Pte Ltd Trading, contracting of 8,067,397 8,067,397 100 100
(Singapore) engineering works and
rental of building space
(Singapore)
Progen Engineering Trading and contracting 625,000 625,000 100 100
Pte Ltd of engineering works,
(Singapore) cooling towers, airconditioning
and
mechanical ventilation
systems (Singapore)
D.B. Progen Servicing Servicing and repairing of 199,260 199,260 100 100
Pte Ltd air-conditioners, cooling
(Singapore) towers and other cooling
equipment (Singapore)
Polacel Manufacturing Supply and installation 229,524 229,524 100 100
(S.E. Asia) Pte Ltd of cooling fans, cooling
(Singapore) towers and air-conditioners
(Singapore)
Sinsino Fan Pte Ltd Dormant 180,724 180,724 100 100
(Singapore) (Singapore)
Engpro Sdn Bhd (1) Installation and maintenance 626,592 626,592 100 100
(Malaysia) of air-conditioning systems
(Malaysia)
Dico International Cleaning and washing of 256,250 110,000 100 55
Pte Ltd recycled containers used
(Singapore) for storage of computer
disks and other sensitive
electronic components
(Singapore)
Progen Media Pte Ltd Dormant 8 - 80 -
(Singapore) (Singapore)
Unquoted equity shares, at cost 10,184,755 10,038,497
Held by a subsidiary :
(Progen Pte Ltd)
Progen Industrial Pte Ltd Sale and distribution of 10 10 100 100
(Singapore) motorcycles, household
electrical appliances and
air-conditioners
(Singapore)
(1) Audited by an associated firm of Ernst & Young, Singapore.
NOTES TO THE FINANCIAL STATEMENTS
33

NOTES TO THE FINANCIAL STATEMENTS
12. Associated company
34
The Company’s investment in associated company in 1999 consisted of a 50% ownership interest in Progen Media Pte
Ltd. This associated company became a subsidiary company in the current financial year (Note 11).
13. Trade and other receivables
Group Company
2000 1999 2000 1999
$ $ $ $
Trade receivables, net 4,862,013 6,869,274 2,262 2,262
Prepayments 64,157 31,964 714 1,772
Sundry deposits 15,876 62,337 - -
Advance to subcontractors - 2,478 - -
Section 44 tax prepayments 504,147 169,767 228,705 130,071
Dividend receivable - - 2,552,000 -
Other receivables 40,261 66,688 - 10,662
Amount receivable for the
disposal of shares in a former
associated company 1,956,099 8,199,531 - -
7,442,553 15,402,039 2,783,681 144,767
Trade receivables are stated after
deducting provision for doubtful
debts of 920,268 1,160,252 - -
Analysis of provision for doubtful debts :-
Balance at beginning of year 1,160,252 407,977 - -
Provision for the year 201,680 752,306 - -
Bad debts written off (441,664) (31) - -
Balance at end of year 920,268 1,160,252 - -
Bad debts written directly to
profit and loss account 23,854 11,757 - -
Bad debts recovered and
credited to profit and loss account - (130,165) - -
Included in trade receivable balance is an amount of $2,096,051 (1999 : $2,129,000) receivable from a debtor which
relates to several projects undertaken in 1997. No provision for doubtful debts has been made in respect of this amount.
The directors are of the opinion that no loss will be incurred and they have taken active steps to recover the debt.

14. Amounts due from subsidiaries
Company
2000 1999
$ $
Trade 7,838,928 7,184,874
Non-trade 20,039,142 8,801,611
27,878,070 15,986,485
Except for the non-trade amount due from a subsidiary which bears interest at 5.5% (1999 : Nil) per annum and is
repayable on demand, all other amounts are unsecured, interest-free and have no fixed terms of repayment.
15. Short-term quoted investments
NOTES TO THE FINANCIAL STATEMENTS
Group Company
2000 1999 2000 1999
$ $ $ $
Quoted shares, at cost
Less : Provision for diminution
522,042 1,006,367 - -
in value (472,789) (788,677) - -
49,253 217,690 - -
Warrants, at cost - 12,533 - -
Less : Provision for diminution
in value - (6,556) - -
- 5,977 - -
49,253 223,667 - -
Market value of :
Quoted shares 49,253 218,437 - -
Quoted warrants - 5,230 - -
49,253 223,667 - -
Analysis of provision for
diminution in value of
short-term quoted investments :
Balance at beginning of year 795,233 865,469 - -
Provision/(write-back) during
the year 37,901 (70,236) - -
Disposals (360,345) - - -
Balance at end of year 472,789 795,233 - -
35

NOTES TO THE FINANCIAL STATEMENTS
16. Inventories
36
Group Company
2000 1999 2000 1999
$ $ $ $
Consumables and spares 17,642 21,438 - -
Trading stocks 361,601 640,698 - -
379,243 662,136 - -
Inventories are stated at cost
and after deducting provision
for obsolescence of 150,000 21,842 - -
Analysis of provision for
obsolescence :
Balance at beginning of year 21,842 - - -
Provision 128,158 21,842 - -
Balance at end of year 150,000 21,842 - -
17. Contracts work-in-progress
Costs incurred and attributable
profits 17,033,558 36,088,503 - -
Less : Progress billings (16,234,948) (36,230,841) - -
798,610 (142,338) - -
Included in progress billings is retention receivables amounting to $541,433 (1999: $499,078)
Group Company
2000 1999 2000 1999
$ $ $ $
This can be analysed as follows :
Current assets
Being costs and attributable profits
in excess of progress billings
Current liabilities
Being progress billings in excess
847,749 133,727 - -
of costs and attributable profits (49,139) (276,065) - -
798,610 (142,338) - -

18. Trade and other payables
Group Company
2000 1999 2000 1999
$ $ $ $
Trade payables 1,629,314 2,609,949 166,614 110,294
Accruals 174,714 27,513 - -
Deferred revenue 71,002 60,907 - -
Deposits received 218,747 83,045 - -
Retention sums payables
Payables in respect of
356,069 429,070 - -
contracts work-in-progress 37,002 402,378 - -
Purchase of fixed assets 3,750 178,698 - -
Other payables 498,038 212,804 113,769 108,590
Amount due to Directors 80,000 86,000 80,000 74,000
Others - 22,503 - 20,000
19. Amounts due to subsidiaries
3,068,636 4,112,867 360,383 312,884
Company
2000 1999
$ $
Trade 2,132 654
Non-trade 1,844,660 62,581
The amounts are unsecured, interest-free and have no fixed terms of repayment.
20. Interest-bearing loans and borrowings
NOTES TO THE FINANCIAL STATEMENTS
1,846,792 63,235
Group Company
2000 1999 2000 1999
$ $ $ $
Short-term
Bank loans, secured
Current portion of long-term
- 3,000,000 - -
bank loans, secured - 667,644 - -
Bank overdrafts, secured - 4,021,411 - -
- 7,689,055 - -
Long-term
Bank loans, secured - 5,851,140 - -
Deduct : Repayments due within
twelve months included
in current liabilities - (667,644) - -
- 5,183,496 - -
37

NOTES TO THE FINANCIAL STATEMENTS
20. Interest-bearing loans and borrowings (cont’d)
38
The short-term bank borrowings and long-term loans, which were fully repaid during the year, were secured by :-
(i) legal mortgages over the Group’s leasehold buildings (note 9(a));
(ii) joint and several guarantee of two major shareholders.
The interest on the short-term loans were charged at the bank’s prevailing prime rate.
21. Hire purchase creditors
The leases expire over five years and the average discount rate implicit in the lease is 5% (1999 : 4.2%) :-
Group Company
2000 1999 2000 1999
$ $ $ $
Present value are as follows :
Repayable within one year
Repayable after one year but
31,125 758,968 - -
not more than five years 72,229 1,108,337 - -
The future minimum lease payments
under hire purchase creditors are as follows :-
103,354 1,867,305 - -
Repayable within one year 37,766 875,700 - -
Repayable after one year but
not more than five year 90,770 1,286,478 - -
128,536 2,162,178 - -
Amount representing interest (25,182) (294,873) - -
Present value of minimum lease payments 103,354 1,867,305 - -
22. Proposed dividend
First and final dividend of 0.30 cents (3%)
per share, less income tax of 24.5% 410,963 - 410,963 -
23. Deferred income tax
Balance at beginning of year 116,226 71,226 - -
(Write-back)/provision during year (29,000) 45,000 - -
Balance at end of year 87,226 116,226 - -
The deferred taxation arises as a result of :-
Excess of net book value over tax
written down value of fixed assets 87,226 64,689 - -
Other timing differences - 51,537 - -
87,226 116,226 - -

24. Operating commitments
The Group leases certain properties under lease agreements that are non-cancellable within a year. The leases expire
on various dates till 2026 and contain provisions for rental adjustments. Rental expense was $279,533 and $279,533
for the years ended 31 December 2000 and 1999, respectively.
Future minimum lease payments for all leases with initial or remaining terms of one year or more are as follows :-
Group
2000 1999
$ $
Within one year 279,533 279,533
After one year but not more than five years 1,118,132 1,118,132
More than five years 5,285,214 5,564,747
25. Related party transactions
6,682,879 6,962,412
The Company and the Group had the following significant related party transactions and the effects of these transactions
on the basis determined between the parties are reflected in the financial statements :-
Group Company
2000 1999 2000 1999
$ $ $ $
Subsidiaries
Dividend income - - 3,425,503 -
Management fees income - - 650,550 -
Interest income on amount due
Share of common expenses
- - 959,562 -
recovered - - 201,628 -
Director-related company
Share of common expenses
recovered - 16,511 - -
26. Contingent liabilities
NOTES TO THE FINANCIAL STATEMENTS
Group and Company
2000 1999
$ $
(a) Guarantees given to banks and
finance companies in respect
of facilities granted to subsidiaries,
unsecured 2,248,488 2,248,488
(b) The Group has received claims from its suppliers amounting to $1.5 million (1999 : $1.5 million) which has
not been accrued for in the financial statements. The Group has made a counter-claim amounting to $953,919
(1999 : $987,000). No provision against this claim has been made, as the directors are of the opinion that
the claims from the suppliers are unsustainable and no loss will be suffered by the Group.
(c) A customer has made claims of backcharges, amounting to approximately $488,000 (1999 : $600,000) (of which
$230,991 has been provided for in the financial statements), against a subsidiary. The directors are of the
opinion that the provision is adequate as negotiations with the customer are in progress, and the likelihood of
a further loss to the subsidiary is unlikely.
39

NOTES TO THE FINANCIAL STATEMENTS
27. Directors’ remuneration
40
In compliance with the requirements of the Singapore Exchange Securities Trading Limited, the directors’ remuneration
in bands were as follow :-
Number of Directors
2000 1999
$500,000 and above - -
$250,000 to $499,999 1 -
Below $250,000 3 5
28. Subsequent events
4 5
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company made a further
repurchase of 805,000 ordinary shares from 31 March to 11 April 2001 at a total cost, including brokerage, of
$85,030. The total amount spent under the scheme as at the date of this report amounted to $1,040,515 for
5,401,000 ordinary shares.
29. Comparative figures
The presentation and classification of items in the financial statements have been changed due to the adoption of
the requirements of SAS 1 (Revised 1999) “Presentation of financial statements”, SAS 15 (Revised 1999) “Leases”
and SAS 23 “Segment Reporting”. As a result, additional line items have been included on the face of the profit and
loss accounts, and statements of changes in equity have been presented as required by SAS 1 (Revised 1999).
Finance lease obligations have been analysed to disclose a reconciliation of the total minimum lease payments at the
balance sheet date, and their present value, for periods not later than one year, later than one year and not later than
five years, and later than five years as required by SAS 15 (Revised 1999). Segment information has also been
analysed to include additional information and segment assets and liabilities, capital expenditure and depreciation.
Certain comparative figures have been reclassified to conform with the current year’s presentation.

Properties held by the Group as at 31 December 2000
PROPERTIES
Tenure of land Land area
1. Head office/factory/ 12 Woodlands Loop 30 + 30 years 152,903 sq ft
commercial warehouse Singapore leasehold (14,205 sq m)
from
16-01-1996
The above property was appraised on 21 March 2001 by Henry Butcher Appraisal Group Pte. Ltd. at $30 million.
Tenure of land Land area
2. Office/industrial 28 Riverside Road 30 + 30 years 41,076 sq ft
warehouse Singapore leasehold (3,816 sq m)
from
01-02-1992
41

STATISTICS OF SHAREHOLDINGS
As at 16th April 2001
Distribution of Shareholdings
Size of Holdings
No. of
Shareholders % No. of Shares %
1 - 1,000 131 5.29 112,342 0.06
1,001 - 10,000 1,384 55.87 8,270,300 4.56
10,001 - 1,000,000 943 38.07 47,512,369 26.19
1,000,001 and above 19 0.77 125,545,475 69.19
Total 2,477 100.00 181,440,486 100.00
Twenty Largest Shareholders
Name No. of Shares %
1. Mayban Nominees (Singapore) Pte Ltd 35,747,500 19.70
2. SBS Nominees Pte Ltd 17,178,000 9.47
3. Phillip Securities Pte Ltd 14,600,500 8.05
4. Lee Ee @ Lee Eng 13,673,460 7.54
5. Overseas Union Bank Nominees Pte Ltd 8,318,300 4.58
6. United Overseas Bank Nominees Pte Ltd 6,706,500 3.70
7. OUB Securities Pte Ltd 6,200,000 3.42
8. DBS Nominees Pte Ltd 3,045,890 1.68
9. William Teng Guido 2,900,000 1.60
10. Koh Moi Huang 2,838,694 1.56
11. Overseas Union Trust (Nominees) Pte Ltd 2,604,000 1.44
12. Goh Kia Ling Kenneth 2,200,000 1.21
13. Ko Beng Soo 2,095,000 1.15
14. Tan Gek Suan 1,523,000 0.84
15. Marine Park Development (Pte) Ltd 1,400,000 0.77
16. Chan Wan Hoi 1,250,000 0.69
17. ICB Nominees (Pte) Ltd 1,232,000 0.68
18. Citibank Consumer Nominees Pte Ltd 1,024,631 0.56
19. OCBC Securities Private Ltd 1,008,000 0.56
20. Forte Engineering Pte Ltd 970,000 0.53
Substantial Shareholders
(As recorded in the Register of Substantial Shareholders)
42
126,515,475 69.73
Direct Interest Deemed Interest Total Interest
Name of Shareholder No of Shares % No of Shares % No of Shares %
Lee Ee @ Lee Eng 97,162,460 53.8 2,608,694 1.4 99,771,154 55.2

NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Progen Holdings Ltd (“the Company”) will be held at 12
Woodlands Loop, Singapore 738283 on Friday, 25 May 2001 at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the year ended 31 December
2000 together with the Auditors’ Report thereon. (Resolution 1)
2. To declare a first and final dividend of 3% less tax for the year ended 31 December 2000. (Resolution 2)
3. To re-elect the following Directors pursuant to Articles 109 and 119 of the Company’s Articles of Association:
Mr Ch’ng Jit Koon (Retiring under Article 109) (Resolution 3)
Mr Yap Foo Seong (Retiring under Article 119) (Resolution 4)
Mr Ch’ng Jit Koon will, upon re-election as a Director of the Company, remain a member of the Audit Committee and
will be considered independent for the purposes of Clause 902 (4)(a) of the Listing Manual of the Singapore Exchange
Securities Trading Limited.
4. To approve the payment of Directors’ fees of S$80,000 for the year ended 31 December 2000 (1999: S$80,000).
(Resolution 5)
5. To re-appoint Ernst & Young as the Company’s Auditors and to authorise the Directors to fix their remuneration.
(Resolution 6)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7. Authority to allot and issue shares up to 50 per centum (50%) of issued capital
That pursuant to Section 161 of the Companies Act, Cap. 50 and Clause 941(3)(b) of the Listing Manual of the
Singapore Exchange Securities Trading Limited, the Directors be and are hereby empowered to allot and issue shares
in the Company at any time and upon such terms and conditions and for such purpose as the Directors may, in their
absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution
shall not exceed Fifty per centum (50%) of the issued share capital of the Company for the time being, of which the
aggregate number of shares issued other than on a pro rata basis to existing shareholders shall not exceed Twenty
per centum (20%) 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 Company’s next Annual General Meeting. [See Explanatory Note (i)]
(Resolution 7)
8. Approval of Share Repurchase Mandate
That pursuant to Section 76C and 76E of the Companies Act, Cap. 50 and the Articles of Association of the Company,
the Directors of the Company be and are hereby authorised to make purchases of shares from time to time (whether
by way of market purchases or off-market purchases on an equal access scheme) of up to ten per centum (10%) of
the issued ordinary share capital of the Company (as ascertained as at the date of the Annual General Meeting of the
Company) at the price of up to but not exceeding the Maximum Price [as defined in the Circular to Shareholders
dated 14 July 2000 (“the Circular”)], in accordance with the “Guidelines on Shares Repurchases” set out in Appendix
6 of the Circular, and this mandate shall, unless revoked or varied by the Company in a General Meeting, continue to
be in force until the next Annual General Meeting of the Company is held or is required by law to be held, whichever
is the earlier. [See Explanatory Note (ii)] (Resolution 8)
43

9. Authority to grant options and issue shares under the Progen Employees’ Share Option Scheme
44
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be and are hereby empowered to allot and
issue shares in the capital of the Company to the holders of options granted by the Company under the Progen
Employees’ Share Option Scheme (“the Scheme”) established by the Company upon the exercise of such options and
in accordance with the terms and conditions of the Scheme provided always that the aggregate number of additional
ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the
issued share capital of the Company from time to time. [See Explanatory Note (iii)] (Resolution 9)
By Order of the Board
Yvonne Choo
Secretary
Singapore
9 May 2001
Explanatory Notes:
(i) The Ordinary Resolution proposed in item 7 above, if passed, will empower the Directors from the date of the above
Meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number
of shares which the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of
the issued share capital of the Company for the time being. For issues of shares other than on a pro rata basis to
all shareholders, the aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the
existing issued share capital of the Company.
(ii) The Ordinary Resolution proposed in item 8 above, if passed, will empower the Directors from the date of the above
Meeting unitl the next Annual General Meeting to repurchase ordinary shares of the Company by way of market
purchases or off-market purchases of up to ten per centum (10%) of the issued share capital of the Company at the
Maximum Price as defined in the Circular to Shareholders dated 14 July 2000.
(iii) The Ordinary Resolution proposed in item 9 above, if passed, will empower the Directors of the Company, from the
date of the above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to
a number not exceeding in total fifteen per centum (15%) of the issued share capital of the Company for the time
being pursuant to the exercise of the options under the Scheme.
Notes:
1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy
need not be a Member of the Company.
2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 12 Woodlands Loop, Singapore
738283 not less than forty-eight (48) hours before the time for holding the meeting.

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45

46
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✂
Progen Holdings Ltd (incorporated in the Republic of Singapore)
(Please see notes overleaf before completing this Form)
I/We,
of
being a member/members of Progen Holdings Ltd (the “Company”), hereby appoint
of
or, failing him/her,
of
PROXY FORM
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual
General Meeting of the Company to be held on Friday, 25 May 2001 at 10.00 a.m. and at any adjournment thereof. The
proxy is to vote on the business before the meeting as indicated below. If no specific direction as to voting is given, the
proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arising at the Annual
General Meeting:
No. Resolutions relating to: For Against
1 Directors’ Report and Accounts for the year ended 31 December 2000
2 Payment of proposed first and final dividend of 3% less tax
for the year ended 31 December 2000
3 Re-election of Mr Ch’ng Jit Koon
4 Re-election of Mr Yap Foo Seong
5 Approval of Directors’ fees amounting to S$80,000
6 Re-appointment of Ernst & Young as Auditors
7 Authority to allot and issue new shares
8 Approval of Share Repurchase Mandate
9 Authority to grant options and issue shares under the
Progen Employees’ Share Option Scheme
(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the
Resolutions as set out in the Notice of the Meeting.)
Dated this day of 2001
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
Total number of Shares in: No. of Shares
(a) CDP Register
(b) Register of Members
47

Notes :
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number
of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of
Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name
in the Register of Members, you should insert the aggregate number of Shares entered against your name in the
Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument
appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two
proxies to attend and vote instead of him.
3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his
shareholding (expressed as a percentage of the whole) to be represented by each proxy.
4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 12
Woodlands Loop, Singapore 738283 not less than 48 hours before the time appointed for the Annual General Meeting.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be
executed either under its seal or under the hand of an officer or attorney duly authorised.
6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as
it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the
Companies Act, Chapter 50 of Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of
the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in
the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member,
being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours
before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited
to the Company.
48