DIRECTORS' REPORT
DIRECTORS' REPORT
DIRECTORS' REPORT
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DIRECTORS’ <strong>REPORT</strong><br />
The directors are pleased to present their report to the members together with the audited financial statements of the<br />
Company and of the Group for the financial year ended 31 December 2000.<br />
Directors<br />
The directors of the Company in office at the date of this report are :-<br />
Lee Ee @ Lee Eng<br />
Tan Eng Liang<br />
Ch’ng Jit Koon<br />
Kevin Yap Foo Seong (Appointed on 16 March 2001)<br />
Principal activities<br />
The principal activity of Progen Holdings Ltd is that of an investment holding company.<br />
The principal activities of its consolidated subsidiaries are set out in Note 11 to the financial statements.<br />
There have been no significant changes in the nature of these activities during the financial year.<br />
Results for the financial year<br />
Group Company<br />
$ $<br />
Net (loss)/profit after taxation and minority interests (86,618) 3,198,205<br />
Material movements in reserves and provisions<br />
The following transfers have been made to/(from) reserves :<br />
Group Company<br />
$ $<br />
Accumulated profits<br />
Proposed dividend (410,963) (410,963)<br />
Share buy-back expenditure (955,485) (955,485)<br />
Goodwill on consolidation (38,784) -<br />
Capital redemption reserve<br />
Share buy-back 459,600 459,600<br />
Foreign currency translation<br />
Translation differences 17,363 -<br />
Share premium<br />
Premium on shares issued 6,439,724 6,439,724<br />
Expenses on issue of ordinary shares (130,414) (130,414)<br />
There were no material transfers to or from provisions during the financial year except for normal amounts recognised as<br />
an expense for such items as depreciation and amortisation of non-current assets, provisions for doubtful debts, inventory<br />
obsolescence, diminution in short-term quoted investments and income tax as disclosed in the financial statements.<br />
9
DIRECTORS’ <strong>REPORT</strong><br />
Acquisition and disposal of subsidiary companies<br />
During the year, the Group acquired additional shares in the following subsidiary companies :-<br />
Interest<br />
Attributable<br />
net tangible<br />
assets at<br />
Name of subsidiary acquired Consideration acquisition<br />
% $ $<br />
Progen Media Pte Ltd 30 7 7<br />
Dico International Pte Ltd 45 146,250 107,466<br />
No subsidiary companies were disposed of during the financial year.<br />
Issue of shares and debentures<br />
Issuance of ordinary shares<br />
On 3 February 2000, the holding company increased its issued and paid-up share capital from $14,310,499 to $18,603,649<br />
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<br />
basis of three rights shares for every ten existing ordinary shares of $0.10 each in the capital of the Company. The<br />
proceeds were used to settle a subsidiary company’s revolving and term loans, bank overdraft and provide working<br />
capital for the Group.<br />
Progen Media Pte Ltd, a subsidiary company, increased its issued and paid-up share capital from $2 to $10 divided into<br />
10 ordinary shares of $1 each by the creation of 8 ordinary shares of $1 each. No other subsidiary companies issued any<br />
shares during the year.<br />
The holding company and its subsidiary companies did not issue any debentures during the financial year.<br />
Share Buy-Backs<br />
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company repurchased 2,596,000<br />
ordinary shares at an average price of $0.26 each in August 2000 and further repurchased 2,000,000 ordinary shares at<br />
an average price of $0.14 each in December 2000.<br />
Arrangements to enable directors to acquire shares and debentures<br />
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object<br />
is to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the<br />
Company or any other body corporate.<br />
10
Directors’ interests in shares and debentures<br />
The following directors, who held office at the end of the financial year had, according to the register of directors’<br />
shareholdings required to be kept under section 164 of the Singapore Companies Act, an interest in shares of the holding<br />
company and related corporations as stated below :<br />
Held in the name<br />
of the directors Deemed interest<br />
At At At At At At<br />
Name of directors 1.1.2000 31.12.2000 21.1.2001 1.1.2000 31.12.2000 21.1.2001<br />
Progen Holdings Ltd<br />
(Company)<br />
Ordinary shares of $0.10 each<br />
Lee Ee @ Lee Eng 90,300,985 98,362,460 97,762,460 3,720,850 2,608,694 2,608,694<br />
Low Peng Chow - 150,000 150,000 - - -<br />
Progen Media Pte Ltd<br />
(Subsidiary company)<br />
Lee Ee @ Lee Eng - 1 1 - - -<br />
By virtue of section 7 of the Singapore Companies Act, Lee Ee @ Lee Eng, who has an interest in the shares of the<br />
Company, is deemed to have an interest in shares of the subsidiary companies of the Company at the beginning and end<br />
of the financial year.<br />
Dividends<br />
No dividend was paid during the financial year in respect of the previous financial year. The directors propose a first and<br />
final dividend of 0.30 cents per share (3%) less income tax, amounting to $410,963 be paid for the year ended 31<br />
December 2000.<br />
Bad and doubtful debts<br />
Before the profit and loss account and the balance sheet of the Company were made out, the directors took reasonable<br />
steps to ascertain that proper action had been taken in relation to the writing-off of bad debts and the making of<br />
provision for doubtful debts, and have satisfied themselves that all known bad debts had been written-off and that<br />
adequate provision had been made for doubtful debts.<br />
At the date of this report, the directors are not aware of any circumstances which would render any amount written-off<br />
or provided for bad and doubtful debts in the Group inadequate to any substantial extent.<br />
Current assets<br />
DIRECTORS’ <strong>REPORT</strong><br />
Before the profit and loss account and balance sheet of the Company were made out, the directors took reasonable steps<br />
to ascertain that any current assets which were unlikely to realise their book values in the ordinary course of business<br />
had been written down to their estimated realisable values or adequate provision had been made for the diminution in<br />
the values of such current assets.<br />
11
DIRECTORS’ <strong>REPORT</strong><br />
Current assets (cont’d)<br />
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to<br />
current assets in the consolidated financial statements misleading.<br />
Charges on assets and contingent liabilities<br />
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<br />
company in the Group has arisen which secures the liabilities of any other person and no contingent liability has arisen.<br />
Ability to meet obligations<br />
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve<br />
months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the<br />
ability of the Company and of the Group to meet their obligations as and when they fall due.<br />
Other circumstances affecting the financial statements<br />
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the<br />
consolidated financial statements which would render any amount stated in the financial statements of the Company and<br />
consolidated financial statements misleading.<br />
Unusual items<br />
In the opinion of the directors, the results of the operations of the Company and of the Group during the financial year<br />
have not been substantially affected by any item, transaction or event of a material and unusual nature.<br />
Unusual items after the financial year<br />
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval<br />
between the end of the financial year and the date of this report which would affect substantially the results of the<br />
operations of the Company and of the Group for the financial year in which this report is made.<br />
Directors’ contractual benefits<br />
Since the end of the previous financial year, no director of the Company has received or has become entitled to receive<br />
a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which<br />
the director is a member, or with a company in which the director has a substantial financial interest.<br />
Share options<br />
Progen Employees’ Share Option Scheme (“Scheme”).<br />
The Scheme was approved in principle by the members of the Company at the Extraordinary General Meeting on 31 July<br />
2000. Under the Scheme, selected full-time employees of the Company and its subsidiaries including Executive Directors<br />
of the Company but excluding Non-Executive Directors, Controlling Shareholders and their Associates are eligible to<br />
participate in the Scheme at the discretion of the Committee administering the Scheme.<br />
Pursuant to Clause 947 (Practice Note No. 9h) of the Listing Manual of the Singapore Exchange Securities Trading<br />
Limited, it is reported that during the financial year, members of the Committee administering the Scheme are directors<br />
Lee Ee @ Lee Eng and Tan Eng Liang.<br />
12
No share was issued pursuant to the exercise of any option to subscribe for shares in the Company.<br />
During the financial year, there were :<br />
(a) no options granted by the Company or its subsidiary companies to any person to take up unissued shares in the<br />
Company or its subsidiary companies; and<br />
(b) no shares were issued by virtue of any exercise of options to take up unissued shares in the Company or its<br />
subsidiary companies;<br />
As at the end of the financial year, there were no unissued shares in the Company or its subsidiary companies<br />
under option.<br />
Subsequent events<br />
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company made a further<br />
repurchase of 805,000 ordinary shares from 31 March to 11 April 2001 at a total cost, including brokerage, of $85,030.<br />
The total amount spent under the scheme as at the date of this report amounted to $1,040,515 for 5,401,000 ordinary<br />
shares.<br />
Auditor<br />
Ernst & Young have expressed their willingness to accept reappointment as auditor.<br />
On behalf of the directors:<br />
Lee Ee @ Lee Eng<br />
Director<br />
Tan Eng Liang<br />
Director<br />
Singapore<br />
16 April 2001<br />
DIRECTORS’ <strong>REPORT</strong><br />
13
STATEMENT BY THE DIRECTORS<br />
We, Lee Ee @ Lee Eng and Tan Eng Liang, being two of the directors of Progen Holdings Ltd, do hereby state that, in the<br />
opinion of the directors :<br />
(i) the accompanying balance sheets, profit and loss accounts, statements of changes in equity and consolidated cash<br />
flow statement together with the notes thereto are drawn up so as to give a true and fair view of the state of affairs<br />
of the Company and of the Group as at 31 December 2000 and of the results and changes in equity of the Company<br />
and the Group and the cash flows of the Group for the year then ended, and<br />
(ii) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts<br />
as and when they fall due.<br />
On behalf of the directors:<br />
Lee Ee @ Lee Eng<br />
Director<br />
Tan Eng Liang<br />
Director<br />
Singapore<br />
16 April 2001<br />
14
Progen Holdings Ltd is committed to maintaining a high standard of corporate governance within the Group. Good<br />
corporate governance establishes and maintains a legal and ethical environment in the Group, which operates to preserve<br />
the interests of shareholders.<br />
1) Board of Directors<br />
The Board oversees the business affairs of the Group, approves the financial objectives and the business strategies<br />
and monitors standards of performance, both directly and through its committees.<br />
The Board comprises four directors, two of whom hold executive positions :-<br />
Executive Directors :<br />
Lee Ee @ Lee Eng<br />
Kevin Yap Foo Seong (Appointed on 16 March 2001)<br />
Independent Non-Executive Directors :<br />
Tan Eng Liang<br />
Ch’ng Jit Koon<br />
The Board holds at least four meetings each year. The Board approves the Group’s strategic plans, key business<br />
initiatives, major investments and funding decisions; it reviews the Group’s financial performance and determines<br />
the compensation of senior management. These functions are carried out by the Board directly or through committees<br />
of the Board which have been set up to support its work.<br />
The following has been set up by the Board :<br />
Audit Committee<br />
The Audit Committee comprises three Board members, two of whom are independent non-executive directors :<br />
1. Tan Eng Liang (Chairman)<br />
2. Lee Ee @ Lee Eng<br />
3. Ch’ng Jit Koon<br />
The Committee holds at least two meetings each year and discharges the following delegated functions :<br />
(1) Reviews the external auditor’s audit plan;<br />
(2) Reviews with the external auditor their evaluation of internal controls together with management’s responses;<br />
(3) Reviews the assistance given by the Company’s officers to the external auditor;<br />
(4) Reviews the financial statements of the Company and the Group before their submission to the Board, together<br />
with the external auditor’s report thereon;<br />
(5) Reviews the interim and annual announcements of the Company and the Group before they are submitted to the<br />
Board for approval;<br />
(6) Nominates the external auditor;<br />
(7) Reviews interested person transactions; and<br />
<strong>REPORT</strong> ON CORPORATE GOVERNANCE<br />
15
<strong>REPORT</strong> ON CORPORATE GOVERNANCE<br />
16<br />
Audit Committee (cont’d)<br />
(8) Reviews the remuneration packages of employees who are related to the directors and substantial shareholders<br />
of the Company.<br />
In the opinion of the directors, Progen Holdings Ltd complies with the Best Practices Guide, with respect to Audit<br />
Committees.<br />
The Committee has full access to and co-operation by the Company’s management and the auditors and has full<br />
discretion to invite any director or executive officer to attend its meetings. The auditors have unrestricted access to<br />
the Audit Committee. The Audit Committee has reasonable resources to enable it to discharge its functions properly.<br />
Remuneration packages of employees who are related to the directors and substantial shareholders of<br />
the Company<br />
For the current financial year, there were two employees of the Group who are related to Lee Ee @ Lee Eng, who is<br />
a director and substantial shareholder of the Company. The aggregate remuneration (including CPF contributions thereon<br />
and benefits) of these employees amounted to approximately $68,260 for the year ended 31 December 2000.<br />
The Audit Committee has reviewed and ensured that their remuneration packages are in line with the Group’s staff<br />
remuneration guidelines, and commensurate with their respective job scope and level of responsibilities.<br />
The Audit Committee may examine whatever aspects it deems appropriate of the Group’s financial affairs, its audits<br />
and its exposure to risks of a regulatory or legal nature. It keeps under review the effectiveness of the Company’s<br />
system of accounting and internal financial controls, for which the directors are responsible. It also keeps under<br />
review the Company’s programme to monitor compliance with its legal, regulatory and contractual obligations.<br />
2) Securities Transactions<br />
The Group has issued a Policy on Share Dealings to all employees of the Group, setting out the implications of insider<br />
trading and the recommendations of the Best Practices Guide issued by the Singapore Exchange Securities Trading<br />
Limited. The Group has adopted a code of conduct to provide guidance to its officers with regard to dealing in the<br />
Company’s shares.<br />
On behalf of the Board :<br />
Lee Ee @ Lee Eng<br />
Director<br />
Tan Eng Liang<br />
Director<br />
Singapore<br />
16 April 2001
We have audited the financial statements of Progen Holdings Ltd and the consolidated financial statements of the Group<br />
set out on pages 18 to 40, comprising the balance sheets of the Company and of the Group as at 31 December 2000, the<br />
profit and loss accounts and statements of changes in equity of the Company and of the Group and cash flow of the Group<br />
for the year ended 31 December 2000, and notes thereto. These financial statements are the responsibility of the<br />
Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.<br />
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and<br />
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.<br />
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.<br />
An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well<br />
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our<br />
opinion.<br />
In our opinion,<br />
(a) the financial statements and consolidated financial statements are properly drawn up in accordance with the provisions<br />
of the Singapore Companies Act (Act) and Singapore Statements of Accounting Standard and so as to give a true and<br />
fair view of:-<br />
(i) the state of affairs of the Company and of the Group as at 31 December 2000 and of the results and changes in<br />
equity of the Company and of the Group and cash flows of the Group for the year ended on that date; and<br />
(ii) the other matters required by section 201 of the Act to be dealt with in the financial statements and consolidated<br />
financial statements;<br />
(b) the accounting and other records, and the registers required by the Act to be kept by the Company and by those<br />
subsidiary companies incorporated in Singapore of which we are the auditors have been properly kept in accordance<br />
with the provisions of the Act.<br />
We have considered the financial statements of Engpro Sdn Bhd, being the only financial statements included in the<br />
consolidated financial statements for which we have not acted as auditor, and the auditor’s report on that subsidiary<br />
company. The name of this subsidiary audited by our associated firm is stated in Note 11 to the financial statements.<br />
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial<br />
statements of the Company are in a form and content appropriate and proper for the purposes of the preparation of the<br />
consolidated financial statements and we have received satisfactory information and explanations as required by us for<br />
those purposes.<br />
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and in<br />
respect of subsidiary companies incorporated in Singapore did not include any comment made under section 207(3) of<br />
the Act.<br />
ERNST & YOUNG<br />
Certified Public Accountants<br />
Singapore<br />
16 April 2001<br />
AUDITOR’S <strong>REPORT</strong> TO THE<br />
MEMBERS OF PROGEN HOLDINGS LTD<br />
17
BALANCE SHEETS<br />
As at 31 December 2000<br />
Group Company<br />
Notes 2000 1999 2000 1999<br />
$ $ $ $<br />
Fixed assets 9 33,497,095 33,869,020 7,564 8,634<br />
Intangible assets 10 34,134 14,500 8,333 14,500<br />
Subsidiary companies 11 - - 10,184,755 10,038,497<br />
Associated company 12 - 1 - 1<br />
Current assets<br />
Cash and cash equivalents 3,457,495 1,931,141 24,079 17,362<br />
Trade and other<br />
receivables, net 13 7,442,553 15,402,039 2,783,681 144,767<br />
Amounts due from subsidiaries 14 - - 27,878,070 15,986,485<br />
Short-term quoted<br />
investments 15 49,253 223,667 - -<br />
Inventories 16 379,243 662,136 - -<br />
Contracts work-in-progress 17 847,749 133,727 - -<br />
18<br />
12,176,293 18,352,710 30,685,830 16,148,614<br />
Current liabilities<br />
Trade and other payables 18 3,068,636 4,112,867 360,383 312,884<br />
Amounts due to subsidiaries 19 - - 1,846,792 63,235<br />
Loans and borrowings 20 - 7,689,055 - -<br />
Provision for taxation 233,483 218,218 - -<br />
Hire purchase creditors 21 31,125 758,968 - -<br />
Contracts work-in-progress 17 49,139 276,065 - -<br />
Proposed dividend 22 410,963 - 410,963 -<br />
3,793,346 13,055,173 2,618,138 376,119<br />
Net current assets<br />
Non-current liabilities<br />
8,382,947 5,297,537 28,067,692 15,772,495<br />
Loans and borrowings 20 - 5,183,496 - -<br />
Hire purchase creditors 21 72,229 1,108,337 - -<br />
Deferred taxation 23 87,226 116,226 - -<br />
159,455 6,408,059 - -<br />
41,754,721 32,772,999 38,268,344 25,834,127<br />
Shareholders equity<br />
Issued capital 18,144,049 14,310,499 18,144,049 14,310,499<br />
Share premium 19,422,989 13,113,679 19,422,989 13,113,679<br />
Capital redemption reserve 459,600 - 459,600 -<br />
Foreign currency translation (105,765) (123,128) - -<br />
Accumulated profits/(losses) 3,833,846 5,325,696 241,706 (1,590,051)<br />
41,754,719 32,626,746 38,268,344 25,834,127<br />
Minority interests 2 146,253 - -<br />
41,754,721 32,772,999 38,268,344 25,834,127<br />
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.
Group Company<br />
Notes 2000 1999 2000 1999<br />
$ $ $ $<br />
Revenues<br />
Products and installation 3,878,821 7,296,777 - -<br />
Services and maintenance 1,905,117 605,554 - -<br />
Dividend income 4 4,213 1,787 3,425,503 -<br />
Other revenue 5 1,641,335 1,102,424 1,816,524 -<br />
Total revenues 7,429,486 9,006,542 5,242,027 -<br />
Costs and expenses<br />
Cost of products and<br />
installation 2,816,034 3,876,881 - -<br />
Purchase of consumables 267,201 270,295 - -<br />
Rental expenses 405,215 379,984 - -<br />
Salaries and employee<br />
benefits 988,707 1,066,661 159,516 -<br />
Depreciation of fixed assets 9 763,883 703,657 1,070 1,070<br />
Other operating expenses 5 1,823,521 2,187,230 781,268 663,638<br />
Total costs and expenses 7,064,561 8,484,708 941,854 664,708<br />
Profit/(loss) from operating<br />
activities 364,925 521,834 4,300,173 (664,708)<br />
Finance costs 5 (243,779) (761,518) (1,465) (10)<br />
121,146 (239,684) 4,298,708 (664,718)<br />
Share of profit of<br />
associated company - 1,334,752 - -<br />
Profit/(loss) from<br />
operations before taxes<br />
and minority interests 121,146 1,095,068 4,298,708 (664,718)<br />
Taxation 6 (246,554) (267,584) (1,100,503) -<br />
________ ________ ________ ________<br />
(125,408) 827,484 3,198,205 (664,718)<br />
Minority interests,<br />
net of taxes 38,790 (5,169) - -<br />
________ ________ ________ ________<br />
Net (loss)/profit before<br />
extraordinary items, net (86,618) 822,315 3,198,205 (664,718)<br />
Extraordinary items, net 7 - 349,463 - -<br />
Net (loss)/profit (86,618) 1,171,778 3,198,205 (664,718)<br />
Earnings/(loss) per share in cents<br />
Before extraordinary items<br />
Basic 8 (0.05) 0.59<br />
After extraordinary items<br />
Basic 8 (0.05) 0.85<br />
PROFIT AND LOSS ACCOUNTS<br />
for the year ended 31 December 2000<br />
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.<br />
19
STATEMENTS OF CHANGES IN EQUITY<br />
for the year ended 31 December 2000<br />
Group 2000 1999 2000 1999<br />
Authorised share capital<br />
Ordinary shares at $0.10 each<br />
Balance, beginning and end<br />
$ $ Shares<br />
of year 50,000,000 50,000,000 500,000,000 500,000,000<br />
Issued capital (1)<br />
Balance, beginning of year 14,310,499 13,118,499 143,104,990 131,184,990<br />
Issuance of ordinary shares 4,293,150 1,192,000 42,931,496 11,920,000<br />
Share buy-back (2) (459,600) - (4,596,000) -<br />
Balance, end of year 18,144,049 14,310,499 181,440,486 143,104,990<br />
Share premium<br />
Balance, beginning of year 13,113,679 8,627,282<br />
Shares issued during the year 6,439,724 4,589,200<br />
Expenses related to issue<br />
of ordinary shares (130,414) (102,803)<br />
Balance, end of year 19,422,989 13,113,679<br />
Capital redemption reserve<br />
Balance, beginning of year - -<br />
Share buy-back (2) 459,600 -<br />
Balance, end of year 459,600 -<br />
Foreign currency translation<br />
Balance, beginning of year (123,128) (696,630)<br />
Adjustment for the year 17,363 573,502<br />
Balance, end of year (105,765) (123,128)<br />
Accumulated profits<br />
Balance, beginning of year 5,325,696 4,284,692<br />
Net (loss)/profit (86,618) 1,171,778<br />
Share buy-back expenditure (2) (955,485) -<br />
Goodwill on consolidation (38,784) (130,774)<br />
Proposed dividend (Note 22) (410,963) -<br />
Balance, end of year 3,833,846 5,325,696<br />
Total equity and shares<br />
outstanding 41,754,719 32,626,746 181,440,486 143,104,990<br />
(1) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary<br />
shares carry one vote per share without restriction.<br />
(2) Consequent to the share buyback programme approved by the shareholders during the year, the Company repurchased<br />
4,596,000 ordinary shares at an average price of $0.21 per share, amounting to a total cost, including brokerage, of<br />
$955,485.<br />
Refer to Note 28 on subsequent events.<br />
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.<br />
20
STATEMENTS OF CHANGES IN EQUITY<br />
Company 2000 1999 2000 1999<br />
$ $ Shares<br />
Authorised share capital<br />
Ordinary shares at $0.10 each<br />
Balance, beginning and end<br />
of year 50,000,000 50,000,000 500,000,000 500,000,000<br />
Issued capital (1)<br />
Balance, beginning of year 14,310,499 13,118,499 143,104,990 131,184,990<br />
Issuance of ordinary shares 4,293,150 1,192,000 42,931,496 11,920,000<br />
Share buy-back (2) (459,600) - (4,596,000) -<br />
Balance, end of year 18,144,049 14,310,499 181,440,486 143,104,990<br />
Share premium<br />
Balance, beginning of year 13,113,679 8,627,282<br />
Shares issued during the year 6,439,724 4,589,200<br />
Expenses related to issue<br />
of ordinary shares (130,414) (102,803)<br />
Balance, end of year 19,422,989 13,113,679<br />
Capital redemption reserve<br />
Balance, beginning of year - -<br />
Share buy-back (2) 459,600 -<br />
Balance, end of year 459,600 -<br />
Accumulated profits/(losses)<br />
Balance, beginning of year (1,590,051) (925,333)<br />
Net profit/(loss) 3,198,205 (664,718)<br />
Share buy-back expenditure (2) (955,485) -<br />
Proposed dividend (Note 22) (410,963) -<br />
Balance, end of year 241,706 (1,590,051)<br />
Total equity and shares<br />
outstanding 38,268,344 25,834,127 181,440,486 143,104,990<br />
(1) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary<br />
shares carry one vote per share without restriction.<br />
(2) Consequent to the share buyback programme approved by the shareholders during the year, the Company repurchased<br />
4,596,000 ordinary shares at an average price of $0.21 per share, amounting to a total cost, including brokerage, of<br />
$955,485.<br />
Refer to Note 28 on subsequent events.<br />
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.<br />
for the year ended 31 December 2000<br />
21
CONSOLIDATED CASH FLOW STATEMENT<br />
for the year ended 31 December 2000<br />
2000 1999<br />
$ $<br />
Cash flows from operating activities<br />
Operating profit/(loss)<br />
Adjustments for :<br />
121,146 (239,684)<br />
Interest income (103,278) (2,305)<br />
Interest expense 243,779 761,518<br />
Gain on disposal of fixed assets (30,498) (367,863)<br />
Foreign exchange gains 17,369 2,498<br />
Dividends from short-term quoted investments (4,213) (1,787)<br />
Depreciation of fixed assets 763,883 703,657<br />
Amortisation of expenditure carried forward<br />
Provision/(write-back) of diminution in<br />
6,167 500<br />
value of short-term quoted investments 37,901 (70,236)<br />
Loss on disposal of short-term quoted investments 1,332 -<br />
Operating income before working capital changes 1,053,588 786,298<br />
Decrease/(increase) in trade and other receivables 7,732,486 (10,376,080)<br />
Decrease in inventories 282,893 132,047<br />
Decrease in trade and other payables (1,044,231) (4,863,723)<br />
(Increase)/decrease in contracts work-in-progress (940,948) 2,061,657<br />
Net cash flows from/(used in) operating activities 7,083,788 (12,259,801)<br />
Payment of taxes (33,289) (153,293)<br />
22<br />
7,050,499 (12,413,094)<br />
Cash flows from investing activities<br />
Deferred expenditure incurred (25,801) -<br />
Expenditure carried forward paid - (15,000)<br />
Purchase of fixed assets (418,260) (2,046,848)<br />
Proceeds from disposal of fixed assets 56,800 426,086<br />
Dividends received from short-term quoted investments 4,213 1,787<br />
Proceeds from disposal of short-term quoted investment 135,181 -<br />
Increase in shares of a subsidiary (146,250) (4)<br />
Disposal of subsidiary, net of cash disposed - 70,679<br />
Acquisition of associated company - (1)<br />
Dividends received from associated company - 1,446,825<br />
Repayment from associated company - (794,925)<br />
Proceeds from sale of associated company - 10,577,113<br />
Net cash flows (used in)/from investing activities (394,117) 9,665,712<br />
Cash flows from financing activities<br />
Share buy-backs (955,485) -<br />
Net decrease in interest bearing loans and borrowings (12,872,551) (370,396)<br />
Proceeds from issuance of shares 10,602,460 5,678,397<br />
Repayment of hire purchase (1,763,951) (220,016)<br />
Interest expense paid (243,779) (761,518)<br />
Interest income received 103,278 2,305<br />
Net cash (used in)/from financing activities (5,130,028) 4,328,772<br />
Net increase in cash and cash equivalents 1,526,354 1,581,390<br />
Cash and cash equivalent at beginning of the year 1,931,141 349,751<br />
Cash and cash equivalent at end of the year 3,457,495 1,931,141<br />
The accounting policies and explanatory notes on pages 23 through 40 form an integral part of the financial statements.
1. Corporate information<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
The consolidated financial statements of Progen Holdings Ltd for the year ended 31 December 2000 were authorised<br />
for issue in accordance with a resolution of the directors on 16 April 2001. The Company is a limited liability<br />
company which is incorporated in Singapore.<br />
The registered office of Progen Holdings Ltd is located at 12 Woodlands Loop, Singapore 738283.<br />
The principal activity of Progen Holdings Ltd is that of an investment holding company.<br />
The principal activities of its consolidated subsidiaries are set out in Note 11 to the financial statements.<br />
There have been no significant changes in the nature of these activities during the financial year.<br />
The Group operates in two countries and employed 36 employees as of 31 December 2000.<br />
2. Significant accounting policies<br />
Basis of preparation<br />
The consolidated financial statements of the Group have been prepared in accordance with Singapore Statements of<br />
Accounting Standard and applicable requirements of Singapore law.<br />
The financial statements of the Company and of the Group, which are presented in Singapore dollars, are prepared<br />
under the historical cost convention.<br />
Principles of consolidation<br />
The consolidated financial statements comprise the financial statements of Progen Holdings Ltd and its controlled<br />
subsidiary companies, after the elimination of all material intercompany transactions.<br />
The accounting year of the Company and all its subsidiaries in the Group ends on 31 December and the consolidated<br />
financial statements incorporate the financial statements of the Company and all its subsidiaries. The results of<br />
subsidiaries acquired or disposed of during the year are included in or excluded from the group results from the<br />
respective dates of acquisition or disposal, as applicable.<br />
Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of a subsidiary<br />
or associate at the date of acquisition. Goodwill is written off against shareholders equity in the year of acquisition.<br />
Investments in subsidiary companies<br />
Shares in subsidiary companies are stated at cost unless, in the opinion of the directors, there has been a permanent<br />
diminution in value, in which case they are written down to a valuation as determined by the directors.<br />
Investments in associated companies<br />
An associated company is defined as a company, not being a subsidiary, in which the Group has a long-term interest of not<br />
less than 20% of the equity and in whose financial and operating policy decisions the Group exercises significant influence.<br />
The Group’s share of the results of associated companies is included in the consolidated profit and loss account. The Group’s share<br />
of the post-acquisition reserves of associated companies is included in the investments in the consolidated balance sheet.<br />
Foreign currencies<br />
Transactions arising in foreign currencies during the year are translated at rates closely approximating those ruling on the<br />
transaction dates. Foreign currency monetary assets and liabilities are translated into local currency at exchange rates ruling<br />
at the balance sheet date. All exchange differences arising from translation are included in the profit and loss accounts.<br />
23
NOTES TO THE FINANCIAL STATEMENTS<br />
Significant accounting policies (cont’d)<br />
24<br />
For inclusion in the consolidated financial statements, all assets and liabilities of foreign subsidiaries and associated<br />
companies are translated into Singapore dollars at the exchange rates ruling at the balance sheet date and the results<br />
of foreign subsidiaries and associated companies are translated into Singapore dollars at the average exchange rates.<br />
Exchange differences due to such currency translations are taken directly to foreign currency translation reserve as a<br />
separate component of the shareholders equity.<br />
Fixed assets<br />
Fixed assets are stated at cost less accumulated depreciation. The cost of an asset comprises its purchase price and any<br />
directly attributable costs of bringing the asset to working condition for its intended use. Expenditure for additions,<br />
improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the profit and<br />
loss account. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial<br />
statements and any gain or loss resulting from their disposal is included in the profit and loss account.<br />
Depreciation<br />
Depreciation is calculated on the straight line method to write-off the cost of fixed assets over their estimated useful<br />
lives. The estimated useful lives of fixed assets are as follows:-<br />
Leasehold properties - over the term of the leases<br />
Plant and machinery - 10 years<br />
Showroom, furniture, fittings and equipment - 10 years<br />
Motor vehicles - 5 years<br />
Computers - 3 years<br />
Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge<br />
for depreciation is made in respect of these assets.<br />
Contracts-in-progress<br />
Contracts-in-progress are stated at cost plus a proportion of estimated profits earned to date, less progress payments<br />
received or receivable. Full provision is made for the estimated losses to completion where applicable. Cost includes<br />
all direct material and labour costs and those indirect costs related to contract performance.<br />
Profits on contracts-in-progress are recognised on the percentage of completion method by reference to actual contract<br />
costs incurred on each contract with adjustments made to include only those costs which reflect work performed.<br />
Short-term quoted investments<br />
Short-term quoted investments are stated at market value determined on an aggregate basis. Market value is the<br />
closing market price at the balance sheet date. The changes in market value are taken to the profit and loss account.<br />
Dividend income is recognised on an accrual basis.<br />
Intangible assets<br />
Intangible assets consist of pre-operating and preliminary expenses and expenditure carried forward. These are<br />
stated at cost less amortisation and are written off to the profit and loss account on a straight-line basis over a<br />
three-year period upon commencement of operation.
2. Significant accounting policies (cont’d)<br />
Cash and cash equivalents<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments<br />
readily convertible to known amounts of cash and subject to insignificant risk of changes in value.<br />
For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash on hand and in banks.<br />
Trade and other receivables<br />
Trade receivables, which generally have 30 - 90 day terms, are recognised and carried at original invoice amount less<br />
an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full<br />
amount is no longer probable. Bad debts are written-off as incurred.<br />
Receivables from related corporations are recognised and carried at cost.<br />
Inventories<br />
Inventories are stated at the lower of cost, (valued on a weighted average basis) and net realisable value. Net<br />
realisable value is the estimated selling price less estimated costs of disposal and after making allowance for<br />
damaged, obsolete and slow-moving items.<br />
Leases<br />
Finance leases, which effectively transfer to the Group substantially all the risks and benefits incidental to ownership of<br />
the leased item, are capitalised at the present value of the minimum lease payments at the inception of the lease term<br />
and disclosed as fixed assets. Lease payments are treated as consisting of capital and interest elements and the interest<br />
is charged to profit and loss account. Depreciation on the relevant assets is charged to profit and loss account.<br />
Revenue recognition<br />
Revenue from the sale of products and installation is recognised on the percentage of completion method. Any losses<br />
are provided for as they become known. Claims for additional contract compensation are not recognised until resolved.<br />
Revenue from the provision of services is recognised upon the performance of service to the customer.<br />
Revenue from such services which is billed or collected in advance of the services being rendered, is deferred and<br />
reflected as deferred revenue.<br />
Revenue from the sale of products is recognised upon passage of title to the customer which generally coincides with<br />
their delivery and acceptance.<br />
Revenue from rental of leasehold building space is recognised based on the period of rental during the financial year.<br />
Borrowing costs<br />
Borrowing costs are recognised as expenses in the period in which they are incurred.<br />
Deferred taxation<br />
Deferred taxation is accounted for under the liability method whereby the tax charge for the year is based on the<br />
disclosed book profit after adjusting for all permanent differences. The amount of taxation deferred on account of all<br />
timing differences is reflected in the deferred taxation account, except where the timing differences are not expected<br />
to reverse in the foreseeable future. Deferred tax benefits are not recognised unless there is reasonable expectation<br />
of their realisation.<br />
25
NOTES TO THE FINANCIAL STATEMENTS<br />
3. Segment information<br />
26<br />
The following tables present revenue and profit information regarding business segments and certain asset and<br />
liability information regarding industry segments as at 31 December 2000 and 1999.<br />
Business segments<br />
Products and Services and<br />
installation maintenance Corporate<br />
2000 1999 2000 1999 2000 1999<br />
$ $ $ $ $ $<br />
Segment Revenue<br />
Sales to external<br />
customers 3,878,821 7,161,355 1,905,117 740,972 - -<br />
Intersegment sales<br />
Unallocated revenue<br />
418,926 4,135,102 330,840 291,280 5,237,243 -<br />
Total revenue<br />
Segment Result (522,077) 2,685,248 223,301 343,494 4,300,173 (641,708)<br />
Finance costs<br />
Share of profit of<br />
associated company<br />
Profit from operations<br />
before taxes and<br />
minority interests<br />
Tax expense<br />
Minority interests,<br />
net of taxes<br />
Net (loss)/profit before<br />
extraordinary items, net<br />
Extraordinary items, net<br />
Net (loss)/profit<br />
Segment assets 35,033,420 53,526,838 8,037,066 2,516,515 40,649,444 16,016,515<br />
Unallocated assets<br />
Total assets<br />
Segment liabilities<br />
Unallocated liabilities<br />
Total liabilities<br />
25,803,437 37,623,983 5,430,317 1,440,688 2,618,138 376,119<br />
Capital expenditure 670,264 2,085,015 290,004 586,423 - -<br />
Depreciation 443,605 665,671 188,067 58,847 1,070 1,070
3. Segment information (cont’d)<br />
Business segments<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Rental Eliminations Group<br />
2000 1999 2000 1999 2000 1999<br />
$ $ $ $ $ $<br />
Segment Revenue<br />
Sales to external<br />
customers 967,134 336,918 - - 6,751,072 8,239,245<br />
Intersegment sales - 381,715 (5,987,009) (4,808,097) - -<br />
Unallocated revenue 678,414 767,297<br />
Total revenue 7,429,486 9,006,542<br />
Segment Result (96,872) 184,379 (3,539,600) (2,049,579) 364,925 521,834<br />
Finance costs (243,779) (761,518)<br />
121,146 (239,684)<br />
Share of profit of<br />
associated company - 1,334,752<br />
Profit from operations<br />
before taxes and<br />
minority interests 121,146 1,095,068<br />
Tax expense (246,554) (267,584)<br />
(125,408) 827,484<br />
Minority interests,<br />
net of taxes 38,790 (5,169)<br />
Net (loss)/profit before<br />
extraordinary items, net (86,618) 822,315<br />
Extraordinary items, net - 349,463<br />
Net (loss)/profit (86,618) 1,171,778<br />
Segment assets 9,133,268 3,611,943 (47,683,957) (23,619,847) 45,169,241 52,051,964<br />
Unallocated assets 538,281 184,267<br />
Total assets 45,707,522 52,236,231<br />
Segment liabilities 6,201,405 2,409,177 (36,421,205) (22,721,178) 3,632,092 19,128,788<br />
Unallocated liabilities 320,709 334,444<br />
Total liabilities 3,952,801 19,463,232<br />
Capital expenditure 220,251 - (120,982) (624,590) 1,059,537 2,046,848<br />
Depreciation 131,141 36 - (21,967) 763,883 703,657<br />
Products and installation relates to trading and contracting of engineering works, cooling towers, air-conditioning and<br />
mechanical ventilation systems.<br />
Services and maintenance relates to cleaning and washing of recycled containers used for storage of computer disks and other<br />
sensitive electronic components, and servicing and repairing of air-conditioners, cooling towers and other cooling equipment.<br />
27
NOTES TO THE FINANCIAL STATEMENTS<br />
28<br />
3. Segment information (cont’d)<br />
Geographical segments<br />
Singapore Malaysia<br />
Corporate &<br />
other eliminations Consolidated<br />
2000 1999 2000 1999 2000 1999 2000 1999<br />
$ $ $ $ $ $ $ $<br />
Segment revenue<br />
Sales to external<br />
customers 6,744,549 8,187,887 6,523 51,358 - - 6,751,072 8,239,245<br />
Intersegment sales 5,987,009 4,808,097 - - (5,987,009) (4,808,097) - -<br />
Unallocated revenue 678,414 767,297<br />
Total revenue 7,429,486 9,006,542<br />
Segment assets 92,601,596 75,248,217 789,883 607,861 (47,683,957) (23,619,847) 45,707,522 52,236,231<br />
Segment liabilities 40,122,596 42,095,232 251,410 89,179 (36,421,205) (22,721,178) 3,952,801 19,463,233<br />
4. Dividend income<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Short-term quoted investments 4,213 1,787 - -<br />
Subsidiaries - - 3,425,503 -<br />
5. Other revenues, operating expenses and finance costs<br />
4,213 1,787 3,425,503 -<br />
Other revenue, other operating expenses and finance costs included the following for the years ended 31 December :<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Other revenues<br />
Bad debts recovered - 130,165 - -<br />
Foreign exchange gain 288,372 26,926 - -<br />
Gain on disposal of fixed assets<br />
Gain on disposal of short-term<br />
30,498 367,863 - -<br />
quoted investments<br />
Interest income<br />
6,228 - - -<br />
- subsidiaries - - 959,562 -<br />
- fixed deposits 77,768 - - -<br />
- banks 25,510 2,305 4,784 -<br />
Management fees<br />
Rental of leasehold building<br />
- - 650,550 -<br />
space 967,134 336,131 - -<br />
Share of common expenses<br />
Write-back of diminution in<br />
value of short-term quoted<br />
- - 201,628 -<br />
investments - 70,236 - -
5. Other revenues, operating expenses and finance costs (cont’d)<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Other operating expenses<br />
Amortisation of expenditure<br />
carried forward<br />
Auditors’ remuneration<br />
Auditors of the Group<br />
6,167 500 6,167 500<br />
- current year<br />
- underprovision in<br />
65,000 38,500 30,000 15,000<br />
respect of prior year<br />
Other services<br />
34,000 18,000 15,000 18,000<br />
- current year<br />
- underprovision in<br />
22,000 28,500 10,500 17,500<br />
respect of prior year 3,000 - 3,000 -<br />
Other auditors 874 1,755 - -<br />
Directors’ fees 114,540 80,000 80,000 80,000<br />
Directors’ remuneration 400,200 352,593 400,200 352,593<br />
Foreign exchange loss<br />
Provision for trade doubtful<br />
15,245 38,495 - -<br />
debts<br />
Provision for inventory<br />
201,680 752,306 - -<br />
obsolescence<br />
Provision for diminution<br />
in value of short-term<br />
128,158 21,842 - -<br />
quoted investments<br />
Write-off of short-term<br />
37,901 - - -<br />
quoted investments 7,560 - - -<br />
Write-off of bad debts - trade 23,854 11,757 - -<br />
Finance costs<br />
Interest expense :<br />
Term loans 64,197 309,446 - -<br />
Bank overdrafts 43,450 246,271 1,465 10<br />
Hire purchase 136,132 113,363 - -<br />
Others - 92,438 - -<br />
6. Income tax<br />
243,779 761,518 1,465 10<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Provision for income tax in<br />
respect of profit for the year :-<br />
Current taxation 274,000 29,906 1,100,503 -<br />
Deferred taxation (29,000) 45,000 - -<br />
Underprovision in respect of previous years 1,554 - - -<br />
246,554 74,906 1,100,503 -<br />
Share of taxation of associated company - 192,678 - -<br />
246,554 267,584 1,100,503 -<br />
29
NOTES TO THE FINANCIAL STATEMENTS<br />
6. Income tax (cont’d)<br />
30<br />
The income tax charge for the Group materially differs from the amount determined by applying the Singapore<br />
income tax rate of 25.5% (1999 : 26%) to profit before income tax due to :-<br />
(i) certain non-deductible expenses; and<br />
(ii) no group offset relief available for losses incurred by certain subsidiaries.<br />
This is partially offset by the utilisation of tax losses and capital allowances brought forward by certain<br />
subsidiaries amounting to $612,000 and $275,000 respectively, which resulted in tax savings of<br />
approximately $226,000.<br />
At 31 December 2000, certain subsidiaries had unutilised capital allowances and tax losses amounting to<br />
approximately $439,000 and $1,902,721 (1999 : $58,000 and $852,000 respectively) available for set-off<br />
against future taxable profits subject to sections 23 and 37 of the Income Tax Act and agreement by the<br />
tax authorities.<br />
7. Extraordinary items, net<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Loss on disposal of shares in subsidiary,<br />
Shaoxing Prome Special Cooling<br />
Equipment Co., Ltd<br />
Gain on disposal of shares in associated<br />
company, Zhejiang Shangfeng<br />
- (92,346) - -<br />
Industrial Holdings Co. Ltd - 441,809 - -<br />
8. (Loss)/Earnings per share<br />
- 349,463 - -<br />
Basic (loss)/earning per share before extraordinary items are calculated by dividing the net loss before extraordinary<br />
items of $86,618 (1999 : profit of $822,315) by the weighted average of 184,394,613 ordinary shares (1999 :<br />
138,634,990 ordinary shares) in issue during the year.<br />
Basic (loss)/earnings per share after extraordinary items are calculated by dividing the net loss after extraordinary<br />
items of $86,618 (1999 : profit of $1,171,778) with the weighted average of 184,394,613 ordinary shares (1999 :<br />
138,634,990 ordinary shares) in issue during the year.<br />
Diluted earnings per share is not computed as there is no adjustment for the effects of dilution.
9. Fixed assets<br />
Plant<br />
Showroom,<br />
furniture,<br />
Leasehold and fittings and Motor<br />
properties machinery equipment vehicles Computers Total<br />
Group<br />
Cost<br />
$ $ $ $ $ $<br />
At 1 January 2000 28,942,698 5,580,663 568,788 232,500 139,301 35,463,950<br />
Additions 495,815 69,265 454,315 39,697 445 1,059,537<br />
Disposals - (26,542) - (7,500) - (34,042)<br />
Adjustment (599,089) (42,188) - - - (641,277)<br />
At 31 December 2000 28,839,424 5,581,198 1,023,103 264,697 139,746 35,848,168<br />
Accumulated depreciation<br />
At 1 January 2000 1,112,929 175,892 146,369 48,817 110,923 1,594,930<br />
Charge for the year 500,254 135,704 56,184 52,537 19,204 763,883<br />
Disposals - (240) - (7,500) - (7,740)<br />
At 31 December 2000 1,613,183 311,356 202,553 93,854 130,127 2,351,073<br />
Charge for 1999 498,961 104,236 37,063 42,601 20,796 703,657<br />
Net book value<br />
At 31 December 2000 27,226,241 5,269,842 820,550 170,843 9,619 33,497,095<br />
At 31 December 1999 27,829,769 5,404,771 422,419 183,683 28,378 33,869,020<br />
(a) Leasehold properties include :-<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
(i) a building situated at Riverside Road on leasehold land from the Housing Development Board. The tenure of<br />
the lease is 30 years from 1 February 1992, with an option to renew for another 30 years.<br />
(ii) a 4-storey factory cum office premise situated at Woodlands Loop on leasehold land from Jurong Town<br />
Corporation. The tenure of the lease is 30 years from 16 January 1996 with an option to renew for another<br />
30 years subject to the Company meeting certain investment conditions. The directors have, based on<br />
professional appraisals by Henry Butcher Appraisal Group Pte. Ltd. on 21 March 2001, valued the leasehold<br />
property at $30,000,000.<br />
(b) No depreciation charge has been provided on plant and machinery amounting to $4,051,872 (1999 :<br />
$3,764,862) as the subsidiary company has not commenced the business in which the assets are intended<br />
to be utilised.<br />
(c) Adjustment relates to over-accrual of costs of fixed assets at completion.<br />
31
NOTES TO THE FINANCIAL STATEMENTS<br />
9. Fixed assets (cont’d)<br />
32<br />
(d) At the balance sheet date, the net book value of fixed assets of the Group under finance lease<br />
comprise :-<br />
2000 1999<br />
$ $<br />
Plant & machinery - 4,267,770<br />
Furniture, fittings and equipment 8,547 9,862<br />
Motor vehicles 135,947 179,967<br />
144,494 4,457,599<br />
Company<br />
Furniture, fittings<br />
and equipment Computers Total<br />
Cost<br />
Balance as at 1 January 2000<br />
$ $ $<br />
and 31 December 2000 10,000 210 10,210<br />
Accumulated depreciation<br />
Balance as at 1 January 2000 1,500 76 1,576<br />
Charge for the year 1,000 70 1,070<br />
Balance as at 31 December 2000 2,500 146 2,646<br />
Charge for 1999 1,000 70 1,070<br />
Net book value<br />
At 31 December 2000 7,500 64 7,564<br />
At 31 December 1999 8,500 134 8,634<br />
10. Intangible assets<br />
Group Company<br />
$ $<br />
Cost<br />
At 1 January 2000 15,000 15,000<br />
Increase during the year 25,801 -<br />
At 31 December 2000 40,801 15,000<br />
Accumulated amortisation<br />
At 1 January 2000 500 500<br />
Charge for the year 6,167 6,167<br />
At 31 December 2000 6,667 6,667<br />
Charge for 1999 500 500<br />
Net book value<br />
At 31 December 2000 34,134 8,333<br />
At 31 December 1999 14,500 14,500
11. Subsidiary companies<br />
The consolidated financial statements include the financial statements of the Company and the consolidated subsidiaries<br />
stated as follows:<br />
Name of company Principal activities Cost<br />
Percentage of<br />
equity held by<br />
the Group<br />
(Country of incorporation) (Place of business) 2000 1999 2000 1999<br />
Held by the Company :<br />
$ $ % %<br />
Progen Pte Ltd Trading, contracting of 8,067,397 8,067,397 100 100<br />
(Singapore) engineering works and<br />
rental of building space<br />
(Singapore)<br />
Progen Engineering Trading and contracting 625,000 625,000 100 100<br />
Pte Ltd of engineering works,<br />
(Singapore) cooling towers, airconditioning<br />
and<br />
mechanical ventilation<br />
systems (Singapore)<br />
D.B. Progen Servicing Servicing and repairing of 199,260 199,260 100 100<br />
Pte Ltd air-conditioners, cooling<br />
(Singapore) towers and other cooling<br />
equipment (Singapore)<br />
Polacel Manufacturing Supply and installation 229,524 229,524 100 100<br />
(S.E. Asia) Pte Ltd of cooling fans, cooling<br />
(Singapore) towers and air-conditioners<br />
(Singapore)<br />
Sinsino Fan Pte Ltd Dormant 180,724 180,724 100 100<br />
(Singapore) (Singapore)<br />
Engpro Sdn Bhd (1) Installation and maintenance 626,592 626,592 100 100<br />
(Malaysia) of air-conditioning systems<br />
(Malaysia)<br />
Dico International Cleaning and washing of 256,250 110,000 100 55<br />
Pte Ltd recycled containers used<br />
(Singapore) for storage of computer<br />
disks and other sensitive<br />
electronic components<br />
(Singapore)<br />
Progen Media Pte Ltd Dormant 8 - 80 -<br />
(Singapore) (Singapore)<br />
Unquoted equity shares, at cost 10,184,755 10,038,497<br />
Held by a subsidiary :<br />
(Progen Pte Ltd)<br />
Progen Industrial Pte Ltd Sale and distribution of 10 10 100 100<br />
(Singapore) motorcycles, household<br />
electrical appliances and<br />
air-conditioners<br />
(Singapore)<br />
(1) Audited by an associated firm of Ernst & Young, Singapore.<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
33
NOTES TO THE FINANCIAL STATEMENTS<br />
12. Associated company<br />
34<br />
The Company’s investment in associated company in 1999 consisted of a 50% ownership interest in Progen Media Pte<br />
Ltd. This associated company became a subsidiary company in the current financial year (Note 11).<br />
13. Trade and other receivables<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Trade receivables, net 4,862,013 6,869,274 2,262 2,262<br />
Prepayments 64,157 31,964 714 1,772<br />
Sundry deposits 15,876 62,337 - -<br />
Advance to subcontractors - 2,478 - -<br />
Section 44 tax prepayments 504,147 169,767 228,705 130,071<br />
Dividend receivable - - 2,552,000 -<br />
Other receivables 40,261 66,688 - 10,662<br />
Amount receivable for the<br />
disposal of shares in a former<br />
associated company 1,956,099 8,199,531 - -<br />
7,442,553 15,402,039 2,783,681 144,767<br />
Trade receivables are stated after<br />
deducting provision for doubtful<br />
debts of 920,268 1,160,252 - -<br />
Analysis of provision for doubtful debts :-<br />
Balance at beginning of year 1,160,252 407,977 - -<br />
Provision for the year 201,680 752,306 - -<br />
Bad debts written off (441,664) (31) - -<br />
Balance at end of year 920,268 1,160,252 - -<br />
Bad debts written directly to<br />
profit and loss account 23,854 11,757 - -<br />
Bad debts recovered and<br />
credited to profit and loss account - (130,165) - -<br />
Included in trade receivable balance is an amount of $2,096,051 (1999 : $2,129,000) receivable from a debtor which<br />
relates to several projects undertaken in 1997. No provision for doubtful debts has been made in respect of this amount.<br />
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<br />
Company<br />
2000 1999<br />
$ $<br />
Trade 7,838,928 7,184,874<br />
Non-trade 20,039,142 8,801,611<br />
27,878,070 15,986,485<br />
Except for the non-trade amount due from a subsidiary which bears interest at 5.5% (1999 : Nil) per annum and is<br />
repayable on demand, all other amounts are unsecured, interest-free and have no fixed terms of repayment.<br />
15. Short-term quoted investments<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Quoted shares, at cost<br />
Less : Provision for diminution<br />
522,042 1,006,367 - -<br />
in value (472,789) (788,677) - -<br />
49,253 217,690 - -<br />
Warrants, at cost - 12,533 - -<br />
Less : Provision for diminution<br />
in value - (6,556) - -<br />
- 5,977 - -<br />
49,253 223,667 - -<br />
Market value of :<br />
Quoted shares 49,253 218,437 - -<br />
Quoted warrants - 5,230 - -<br />
49,253 223,667 - -<br />
Analysis of provision for<br />
diminution in value of<br />
short-term quoted investments :<br />
Balance at beginning of year 795,233 865,469 - -<br />
Provision/(write-back) during<br />
the year 37,901 (70,236) - -<br />
Disposals (360,345) - - -<br />
Balance at end of year 472,789 795,233 - -<br />
35
NOTES TO THE FINANCIAL STATEMENTS<br />
16. Inventories<br />
36<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Consumables and spares 17,642 21,438 - -<br />
Trading stocks 361,601 640,698 - -<br />
379,243 662,136 - -<br />
Inventories are stated at cost<br />
and after deducting provision<br />
for obsolescence of 150,000 21,842 - -<br />
Analysis of provision for<br />
obsolescence :<br />
Balance at beginning of year 21,842 - - -<br />
Provision 128,158 21,842 - -<br />
Balance at end of year 150,000 21,842 - -<br />
17. Contracts work-in-progress<br />
Costs incurred and attributable<br />
profits 17,033,558 36,088,503 - -<br />
Less : Progress billings (16,234,948) (36,230,841) - -<br />
798,610 (142,338) - -<br />
Included in progress billings is retention receivables amounting to $541,433 (1999: $499,078)<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
This can be analysed as follows :<br />
Current assets<br />
Being costs and attributable profits<br />
in excess of progress billings<br />
Current liabilities<br />
Being progress billings in excess<br />
847,749 133,727 - -<br />
of costs and attributable profits (49,139) (276,065) - -<br />
798,610 (142,338) - -
18. Trade and other payables<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Trade payables 1,629,314 2,609,949 166,614 110,294<br />
Accruals 174,714 27,513 - -<br />
Deferred revenue 71,002 60,907 - -<br />
Deposits received 218,747 83,045 - -<br />
Retention sums payables<br />
Payables in respect of<br />
356,069 429,070 - -<br />
contracts work-in-progress 37,002 402,378 - -<br />
Purchase of fixed assets 3,750 178,698 - -<br />
Other payables 498,038 212,804 113,769 108,590<br />
Amount due to Directors 80,000 86,000 80,000 74,000<br />
Others - 22,503 - 20,000<br />
19. Amounts due to subsidiaries<br />
3,068,636 4,112,867 360,383 312,884<br />
Company<br />
2000 1999<br />
$ $<br />
Trade 2,132 654<br />
Non-trade 1,844,660 62,581<br />
The amounts are unsecured, interest-free and have no fixed terms of repayment.<br />
20. Interest-bearing loans and borrowings<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
1,846,792 63,235<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Short-term<br />
Bank loans, secured<br />
Current portion of long-term<br />
- 3,000,000 - -<br />
bank loans, secured - 667,644 - -<br />
Bank overdrafts, secured - 4,021,411 - -<br />
- 7,689,055 - -<br />
Long-term<br />
Bank loans, secured - 5,851,140 - -<br />
Deduct : Repayments due within<br />
twelve months included<br />
in current liabilities - (667,644) - -<br />
- 5,183,496 - -<br />
37
NOTES TO THE FINANCIAL STATEMENTS<br />
20. Interest-bearing loans and borrowings (cont’d)<br />
38<br />
The short-term bank borrowings and long-term loans, which were fully repaid during the year, were secured by :-<br />
(i) legal mortgages over the Group’s leasehold buildings (note 9(a));<br />
(ii) joint and several guarantee of two major shareholders.<br />
The interest on the short-term loans were charged at the bank’s prevailing prime rate.<br />
21. Hire purchase creditors<br />
The leases expire over five years and the average discount rate implicit in the lease is 5% (1999 : 4.2%) :-<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Present value are as follows :<br />
Repayable within one year<br />
Repayable after one year but<br />
31,125 758,968 - -<br />
not more than five years 72,229 1,108,337 - -<br />
The future minimum lease payments<br />
under hire purchase creditors are as follows :-<br />
103,354 1,867,305 - -<br />
Repayable within one year 37,766 875,700 - -<br />
Repayable after one year but<br />
not more than five year 90,770 1,286,478 - -<br />
128,536 2,162,178 - -<br />
Amount representing interest (25,182) (294,873) - -<br />
Present value of minimum lease payments 103,354 1,867,305 - -<br />
22. Proposed dividend<br />
First and final dividend of 0.30 cents (3%)<br />
per share, less income tax of 24.5% 410,963 - 410,963 -<br />
23. Deferred income tax<br />
Balance at beginning of year 116,226 71,226 - -<br />
(Write-back)/provision during year (29,000) 45,000 - -<br />
Balance at end of year 87,226 116,226 - -<br />
The deferred taxation arises as a result of :-<br />
Excess of net book value over tax<br />
written down value of fixed assets 87,226 64,689 - -<br />
Other timing differences - 51,537 - -<br />
87,226 116,226 - -
24. Operating commitments<br />
The Group leases certain properties under lease agreements that are non-cancellable within a year. The leases expire<br />
on various dates till 2026 and contain provisions for rental adjustments. Rental expense was $279,533 and $279,533<br />
for the years ended 31 December 2000 and 1999, respectively.<br />
Future minimum lease payments for all leases with initial or remaining terms of one year or more are as follows :-<br />
Group<br />
2000 1999<br />
$ $<br />
Within one year 279,533 279,533<br />
After one year but not more than five years 1,118,132 1,118,132<br />
More than five years 5,285,214 5,564,747<br />
25. Related party transactions<br />
6,682,879 6,962,412<br />
The Company and the Group had the following significant related party transactions and the effects of these transactions<br />
on the basis determined between the parties are reflected in the financial statements :-<br />
Group Company<br />
2000 1999 2000 1999<br />
$ $ $ $<br />
Subsidiaries<br />
Dividend income - - 3,425,503 -<br />
Management fees income - - 650,550 -<br />
Interest income on amount due<br />
Share of common expenses<br />
- - 959,562 -<br />
recovered - - 201,628 -<br />
Director-related company<br />
Share of common expenses<br />
recovered - 16,511 - -<br />
26. Contingent liabilities<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Group and Company<br />
2000 1999<br />
$ $<br />
(a) Guarantees given to banks and<br />
finance companies in respect<br />
of facilities granted to subsidiaries,<br />
unsecured 2,248,488 2,248,488<br />
(b) The Group has received claims from its suppliers amounting to $1.5 million (1999 : $1.5 million) which has<br />
not been accrued for in the financial statements. The Group has made a counter-claim amounting to $953,919<br />
(1999 : $987,000). No provision against this claim has been made, as the directors are of the opinion that<br />
the claims from the suppliers are unsustainable and no loss will be suffered by the Group.<br />
(c) A customer has made claims of backcharges, amounting to approximately $488,000 (1999 : $600,000) (of which<br />
$230,991 has been provided for in the financial statements), against a subsidiary. The directors are of the<br />
opinion that the provision is adequate as negotiations with the customer are in progress, and the likelihood of<br />
a further loss to the subsidiary is unlikely.<br />
39
NOTES TO THE FINANCIAL STATEMENTS<br />
27. Directors’ remuneration<br />
40<br />
In compliance with the requirements of the Singapore Exchange Securities Trading Limited, the directors’ remuneration<br />
in bands were as follow :-<br />
Number of Directors<br />
2000 1999<br />
$500,000 and above - -<br />
$250,000 to $499,999 1 -<br />
Below $250,000 3 5<br />
28. Subsequent events<br />
4 5<br />
Pursuant to the share buyback scheme approved by the shareholders on 31 July 2000, the Company made a further<br />
repurchase of 805,000 ordinary shares from 31 March to 11 April 2001 at a total cost, including brokerage, of<br />
$85,030. The total amount spent under the scheme as at the date of this report amounted to $1,040,515 for<br />
5,401,000 ordinary shares.<br />
29. Comparative figures<br />
The presentation and classification of items in the financial statements have been changed due to the adoption of<br />
the requirements of SAS 1 (Revised 1999) “Presentation of financial statements”, SAS 15 (Revised 1999) “Leases”<br />
and SAS 23 “Segment Reporting”. As a result, additional line items have been included on the face of the profit and<br />
loss accounts, and statements of changes in equity have been presented as required by SAS 1 (Revised 1999).<br />
Finance lease obligations have been analysed to disclose a reconciliation of the total minimum lease payments at the<br />
balance sheet date, and their present value, for periods not later than one year, later than one year and not later than<br />
five years, and later than five years as required by SAS 15 (Revised 1999). Segment information has also been<br />
analysed to include additional information and segment assets and liabilities, capital expenditure and depreciation.<br />
Certain comparative figures have been reclassified to conform with the current year’s presentation.
Properties held by the Group as at 31 December 2000<br />
PROPERTIES<br />
Tenure of land Land area<br />
1. Head office/factory/ 12 Woodlands Loop 30 + 30 years 152,903 sq ft<br />
commercial warehouse Singapore leasehold (14,205 sq m)<br />
from<br />
16-01-1996<br />
The above property was appraised on 21 March 2001 by Henry Butcher Appraisal Group Pte. Ltd. at $30 million.<br />
Tenure of land Land area<br />
2. Office/industrial 28 Riverside Road 30 + 30 years 41,076 sq ft<br />
warehouse Singapore leasehold (3,816 sq m)<br />
from<br />
01-02-1992<br />
41
STATISTICS OF SHAREHOLDINGS<br />
As at 16th April 2001<br />
Distribution of Shareholdings<br />
Size of Holdings<br />
No. of<br />
Shareholders % No. of Shares %<br />
1 - 1,000 131 5.29 112,342 0.06<br />
1,001 - 10,000 1,384 55.87 8,270,300 4.56<br />
10,001 - 1,000,000 943 38.07 47,512,369 26.19<br />
1,000,001 and above 19 0.77 125,545,475 69.19<br />
Total 2,477 100.00 181,440,486 100.00<br />
Twenty Largest Shareholders<br />
Name No. of Shares %<br />
1. Mayban Nominees (Singapore) Pte Ltd 35,747,500 19.70<br />
2. SBS Nominees Pte Ltd 17,178,000 9.47<br />
3. Phillip Securities Pte Ltd 14,600,500 8.05<br />
4. Lee Ee @ Lee Eng 13,673,460 7.54<br />
5. Overseas Union Bank Nominees Pte Ltd 8,318,300 4.58<br />
6. United Overseas Bank Nominees Pte Ltd 6,706,500 3.70<br />
7. OUB Securities Pte Ltd 6,200,000 3.42<br />
8. DBS Nominees Pte Ltd 3,045,890 1.68<br />
9. William Teng Guido 2,900,000 1.60<br />
10. Koh Moi Huang 2,838,694 1.56<br />
11. Overseas Union Trust (Nominees) Pte Ltd 2,604,000 1.44<br />
12. Goh Kia Ling Kenneth 2,200,000 1.21<br />
13. Ko Beng Soo 2,095,000 1.15<br />
14. Tan Gek Suan 1,523,000 0.84<br />
15. Marine Park Development (Pte) Ltd 1,400,000 0.77<br />
16. Chan Wan Hoi 1,250,000 0.69<br />
17. ICB Nominees (Pte) Ltd 1,232,000 0.68<br />
18. Citibank Consumer Nominees Pte Ltd 1,024,631 0.56<br />
19. OCBC Securities Private Ltd 1,008,000 0.56<br />
20. Forte Engineering Pte Ltd 970,000 0.53<br />
Substantial Shareholders<br />
(As recorded in the Register of Substantial Shareholders)<br />
42<br />
126,515,475 69.73<br />
Direct Interest Deemed Interest Total Interest<br />
Name of Shareholder No of Shares % No of Shares % No of Shares %<br />
Lee Ee @ Lee Eng 97,162,460 53.8 2,608,694 1.4 99,771,154 55.2
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Progen Holdings Ltd (“the Company”) will be held at 12<br />
Woodlands Loop, Singapore 738283 on Friday, 25 May 2001 at 10.00 a.m. for the following purposes:<br />
AS ORDINARY BUSINESS<br />
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the year ended 31 December<br />
2000 together with the Auditors’ Report thereon. (Resolution 1)<br />
2. To declare a first and final dividend of 3% less tax for the year ended 31 December 2000. (Resolution 2)<br />
3. To re-elect the following Directors pursuant to Articles 109 and 119 of the Company’s Articles of Association:<br />
Mr Ch’ng Jit Koon (Retiring under Article 109) (Resolution 3)<br />
Mr Yap Foo Seong (Retiring under Article 119) (Resolution 4)<br />
Mr Ch’ng Jit Koon will, upon re-election as a Director of the Company, remain a member of the Audit Committee and<br />
will be considered independent for the purposes of Clause 902 (4)(a) of the Listing Manual of the Singapore Exchange<br />
Securities Trading Limited.<br />
4. To approve the payment of Directors’ fees of S$80,000 for the year ended 31 December 2000 (1999: S$80,000).<br />
(Resolution 5)<br />
5. To re-appoint Ernst & Young as the Company’s Auditors and to authorise the Directors to fix their remuneration.<br />
(Resolution 6)<br />
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.<br />
AS SPECIAL BUSINESS<br />
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:<br />
7. Authority to allot and issue shares up to 50 per centum (50%) of issued capital<br />
That pursuant to Section 161 of the Companies Act, Cap. 50 and Clause 941(3)(b) of the Listing Manual of the<br />
Singapore Exchange Securities Trading Limited, the Directors be and are hereby empowered to allot and issue shares<br />
in the Company at any time and upon such terms and conditions and for such purpose as the Directors may, in their<br />
absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution<br />
shall not exceed Fifty per centum (50%) of the issued share capital of the Company for the time being, of which the<br />
aggregate number of shares issued other than on a pro rata basis to existing shareholders shall not exceed Twenty<br />
per centum (20%) of the issued share capital of the Company for the time being and that such authority shall<br />
continue in force until the conclusion of the Company’s next Annual General Meeting. [See Explanatory Note (i)]<br />
(Resolution 7)<br />
8. Approval of Share Repurchase Mandate<br />
That pursuant to Section 76C and 76E of the Companies Act, Cap. 50 and the Articles of Association of the Company,<br />
the Directors of the Company be and are hereby authorised to make purchases of shares from time to time (whether<br />
by way of market purchases or off-market purchases on an equal access scheme) of up to ten per centum (10%) of<br />
the issued ordinary share capital of the Company (as ascertained as at the date of the Annual General Meeting of the<br />
Company) at the price of up to but not exceeding the Maximum Price [as defined in the Circular to Shareholders<br />
dated 14 July 2000 (“the Circular”)], in accordance with the “Guidelines on Shares Repurchases” set out in Appendix<br />
6 of the Circular, and this mandate shall, unless revoked or varied by the Company in a General Meeting, continue to<br />
be in force until the next Annual General Meeting of the Company is held or is required by law to be held, whichever<br />
is the earlier. [See Explanatory Note (ii)] (Resolution 8)<br />
43
9. Authority to grant options and issue shares under the Progen Employees’ Share Option Scheme<br />
44<br />
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be and are hereby empowered to allot and<br />
issue shares in the capital of the Company to the holders of options granted by the Company under the Progen<br />
Employees’ Share Option Scheme (“the Scheme”) established by the Company upon the exercise of such options and<br />
in accordance with the terms and conditions of the Scheme provided always that the aggregate number of additional<br />
ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the<br />
issued share capital of the Company from time to time. [See Explanatory Note (iii)] (Resolution 9)<br />
By Order of the Board<br />
Yvonne Choo<br />
Secretary<br />
Singapore<br />
9 May 2001<br />
Explanatory Notes:<br />
(i) The Ordinary Resolution proposed in item 7 above, if passed, will empower the Directors from the date of the above<br />
Meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number<br />
of shares which the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of<br />
the issued share capital of the Company for the time being. For issues of shares other than on a pro rata basis to<br />
all shareholders, the aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the<br />
existing issued share capital of the Company.<br />
(ii) The Ordinary Resolution proposed in item 8 above, if passed, will empower the Directors from the date of the above<br />
Meeting unitl the next Annual General Meeting to repurchase ordinary shares of the Company by way of market<br />
purchases or off-market purchases of up to ten per centum (10%) of the issued share capital of the Company at the<br />
Maximum Price as defined in the Circular to Shareholders dated 14 July 2000.<br />
(iii) The Ordinary Resolution proposed in item 9 above, if passed, will empower the Directors of the Company, from the<br />
date of the above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to<br />
a number not exceeding in total fifteen per centum (15%) of the issued share capital of the Company for the time<br />
being pursuant to the exercise of the options under the Scheme.<br />
Notes:<br />
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<br />
need not be a Member of the Company.<br />
2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.<br />
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 12 Woodlands Loop, Singapore<br />
738283 not less than forty-eight (48) hours before the time for holding the meeting.
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45
46<br />
This page is intentionally left blank
✂<br />
Progen Holdings Ltd (incorporated in the Republic of Singapore)<br />
(Please see notes overleaf before completing this Form)<br />
I/We,<br />
of<br />
being a member/members of Progen Holdings Ltd (the “Company”), hereby appoint<br />
of<br />
or, failing him/her,<br />
of<br />
PROXY FORM<br />
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<br />
General Meeting of the Company to be held on Friday, 25 May 2001 at 10.00 a.m. and at any adjournment thereof. The<br />
proxy is to vote on the business before the meeting as indicated below. If no specific direction as to voting is given, the<br />
proxy will vote or abstain from voting at his/her discretion, as he/she will on any other matter arising at the Annual<br />
General Meeting:<br />
No. Resolutions relating to: For Against<br />
1 Directors’ Report and Accounts for the year ended 31 December 2000<br />
2 Payment of proposed first and final dividend of 3% less tax<br />
for the year ended 31 December 2000<br />
3 Re-election of Mr Ch’ng Jit Koon<br />
4 Re-election of Mr Yap Foo Seong<br />
5 Approval of Directors’ fees amounting to S$80,000<br />
6 Re-appointment of Ernst & Young as Auditors<br />
7 Authority to allot and issue new shares<br />
8 Approval of Share Repurchase Mandate<br />
9 Authority to grant options and issue shares under the<br />
Progen Employees’ Share Option Scheme<br />
(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the<br />
Resolutions as set out in the Notice of the Meeting.)<br />
Dated this day of 2001<br />
Signature of Shareholder(s)<br />
or, Common Seal of Corporate Shareholder<br />
Total number of Shares in: No. of Shares<br />
(a) CDP Register<br />
(b) Register of Members<br />
47
Notes :<br />
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository<br />
Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number<br />
of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of<br />
Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name<br />
in the Register of Members, you should insert the aggregate number of Shares entered against your name in the<br />
Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument<br />
appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.<br />
2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two<br />
proxies to attend and vote instead of him.<br />
3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his<br />
shareholding (expressed as a percentage of the whole) to be represented by each proxy.<br />
4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 12<br />
Woodlands Loop, Singapore 738283 not less than 48 hours before the time appointed for the Annual General Meeting.<br />
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly<br />
authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be<br />
executed either under its seal or under the hand of an officer or attorney duly authorised.<br />
6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as<br />
it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the<br />
Companies Act, Chapter 50 of Singapore.<br />
General:<br />
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly<br />
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of<br />
the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in<br />
the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member,<br />
being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours<br />
before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited<br />
to the Company.<br />
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