is the first international Associate College of

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1

2 is the first international Associate College of UNITED KINGDOM University of Hertfordshire UNITED KINGDOM and the Preferred Partner of UNITED KINGDOM LINCOLN U N I V E R S I T Y N E W Z E A L A N D

3 INTI COLLEGE SUBANG JAYA I n t e r n a t i o n a l B r a n c h C a m p u s e s INTI INTERNATIONAL COLLEGE PENANG ST. THERESA INTI COLLEGE, THAILAND INTI COLLEGE SARAWAK INTI COLLEGE INDONESIA INTI COLLEGE SABAH INTI COLLEGE MALAYSIA BANDAR BARU NILAI

4 C o n t e n t s 2 Notice of Annual General Meeting 4 Calendar of Significant Events 6 Board of Directors 8 Corporate Information 9 Corporate Governance Statement 15 Audit Committee Report 18 Chairman s Statement 20 Message from the Managing Director 22 Directors Report 27 Statement by Directors 28 Declaration 29 Report of the Auditors 30 Group Balance Sheet 31 Group Income Statement 32 Group Statement of Changes in Equity 33 Group Cash Flow Statement 36 Company Balance Sheet 37 Company Income Statement 38 Company Statement of Changes in Equity 39 Company Cash Flow Statement 40 Notes to the Financial Statements 65 List of Recurrent Related Party Transactions 66 List of Properties Owned by the Group 68 Analysis of Shareholdings

5 OUR MISSION To p r o v i d e q u a l i t y e d u c a t i o n t h a t w o u l d e n r i c h e v e r y s t u d e n t s i n t e l l e c t u a l, c u l t u r a l a n d s o c i a l l i f e. OUR PHILOSOPHY A p o s i t i v e a t t i t u d e c o u p l e d w i t h p r o g r e s s i v e c u l t u r e w i l l l e a d t o p r o d u c t i v e e f f o r t. OURVISION 2010 To d e v e l o p I N T I i n t o a f o r w a r d l o o k i n g i n t e r n a t i o n a l i s e d e - c a m p u s w i t h e m p h a s i s o n h o l i s t i c e d u c a t i o n.

6 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the NINTH ANNUAL GENERAL MEETINGof the Company will be held at Ivory 11, Holiday Villa, Subang Jaya at 9.30a.m. on 15 th May 2002 for the following purposes:- 1) To receive the Audited Financial Statements together with the Reports of the Directors and Auditors for the year ended 31 st December (RESOLUTION 1) 2) To approve the payment of Directors fees for the year ended 31 st December (RESOLUTION 2) 3) To approve the payment of a Final Dividend of 10% less 28% income tax for the year ended 31 st December (RESOLUTION 3) 4) To re-elect the following Directors retiring pursuant to Article 94(1) of the Company s Articles of Association and who, being eligible, offer themselves for re-election: a) Tan Yew Sing (RESOLUTION 4) b) Lee Fah Lee Fah Onn (RESOLUTION 5) c) Low Han Sin (RESOLUTION 6) 5) To re-elect Boh Boon Chiang who is retiring pursuant to Article 101 of the Company s Articles of Association and who, being eligible, offer himself for re-election. (RESOLUTION 7) 2 6) To re-elect the following Directors retiring under Section 129 of the Companies Act, 1965 and who, seeks re-appointment under the provision of Section 129 (6) of the said Act to hold office until the next Annual General Meeting : a) Tan Sri Dato Dr. Hj Abdul Majid bin Ismail (RESOLUTION 8) b) Dato Haji Dol bin Ramli (RESOLUTION 9) 7) To re-appoint KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration. (RESOLUTION 10) 8) SPECIAL BUSINESS To consider and if thought fit, pass the following resolution with or without modifications as an Ordinary Resolution of the Company:- AUTHORITY FOR ALLOTMENT OF SHARES THAT subject always to the Companies Act 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person or persons whomsoever as the Director may in their discretion deem fit provided that the aggregate number of shares issued in any one financial year of the Company pursuant to this resolution does not exceed 10% of the issued and paid up capital of the Company for the time being AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange. (RESOLUTION 11) I N TI UN IVERS AL HOLDI NGS BHD (Co. No P)

7 9) To transact any other ordinary business for which due notice shall have been given in accordance with the Companies Act NOTICE IS ALSO HEREBY GIVENthat the final dividend of 10% less 28% income tax for the year ended 31 December 2001, if approved, will be payable on 28 June 2002 to depositors registered in the Record of Depositors at the close of business on 7 June A Depositor shall qualify for entitlement only in respect of: a) Shares transferred into the Depositor s Securities Account before p.m. on 7 June 2002 in respect of ordinary transfers; b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange. By Order of the Board YIP SOK PENG (MAICSA ) NINI PHUAH (MAICSA ) Joint Secretaries 3 Selangor Darul Ehsan Date: 22 nd April 2002 NOTES: 1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a member appoints two or more proxies, the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. 2. The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation either under its Common Seal or signed by its attorney or by an officer on behalf of the Corporation. 3. The Proxy Form duly completed, must be deposited at the Registrar Office of the Company, Bina Management (M) Sdn. Bhd., Lot 10, The Highway Centre, Jalan 51/205, Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time set for holding the meeting or any adjournment thereof. 4. Explanatory Statement on Special Business: AUTHORITY FOR ALLOTMENT OF SHARES The Ordinary Resolution 11 proposed under item 8, if passed will give powers to the Directors to issue shares up to a maximum ten per centum (10%) of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This authority unless revoked or varied by the Company at a general meeting will expire at the next Annual General Meeting.

8 CA L E N DA R O F S IGNIFICA N T EV E N T S Official Opening of INTI College Malaysia, the main campus of the INTI Group of Colleges, on 2 August 2001 by the Deputy Prime Minister of Malaysia, YAB Dato Seri Abdullah Haji Ahmad Badawi (who was represented by YB Dato Azmi Khalid, Minister of Rural Development). 4 Official Opening of INTI College Sarawak campus on 30 June 2001 by the Chief Minister of Sarawak, YAB Datuk Patinggi Tan Sri (Dr.) Haji Abdul Taib Mahmud. Grand Opening of INTI College Indonesia, Jakarta and the signing of MOU between INTI College Indonesia and the University of Wollongong, Australia on 19 May 2001 in Jakarta, Indonesia. Signing of MOA between INTI College and Ericsson Academy (Malaysia) Sdn Bhd on 17 October 2001 to jointly offer the Online Certified Mobile Internet Professional Programme (CMIP@IE) for students and working adults.

9 th Anniversary Dinner of the INTI Group of Colleges was held on 27 October 2001 at Sunway Lagoon Resort Hotel. Signing of MOA between INTI College and Tsinghua University, China to set up the INTI-Tsinghua Training Centre in Malaysia as well as at the Centre of Overseas Exchanges in Tsinghua University, China on 27 October The INTI- Tsinghua Training Centre will undertake collaborative training programmes (corporate training) for executives seeking professional advancement. 5 A 2-day International Conference on e-education was held on October 2001 at the Mines Beach Resort, Kuala Lumpur. The conference was officiated by the Minister of Energy, Communications and Multimedia Malaysia, YB Datuk Amar Leo Moggie.

10 BOARD OF DIRECTORS Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Independent Non-Executive Chairman Tan Yew Sing Managing Director 6 Boh Boon Chiang Non-Independent Non-Executive Director Chia Song Kun Independent Non-Executive Director Dato Haji Dol bin Ramli Independent Non-Executive Director Dr. Lee Fah Lee Fah Onn Executive Director Low Han Sin Non-Independent Non-Executive Director Low Sik Thong Non-Independent Non-Executive Director Teng Choon Kwang Non-Independent Non-Executive Director

11 TAN SRI DATO DR. HAJI ABDUL MAJID BIN ISMAIL M.B.B.S (Malaya), F.R.C.S (Edinburgh), M.Ch. Orth. (Liverpool), F.R.A.C.S Tan Sri Dato Dr. Haji Abdul Majid Bin Ismail, aged 81, was appointed to the Board as the Chairman on 3 rd April He is also a member of the Nomination and Audit Committees, of the Company. He is a qualified orthopedic surgeon and has had a distinguished career with the Government of Malaysia, primarily in the fields of medical and health. He had served in the Kuala Lumpur General Hospital as the Chief Consultant Orthopedic Surgeon from 1958 to 1969, prior to his appointment as the Director of Planning and Research, Ministry of Health. He served as a Director General of Health from 1971 until his official retirement in He is a member of the Malaysian Science Academy, a trustee of the Yayasan Amal Inti and is on the Board of Brisdale Holdings Berhad. He also holds directorships in several other private limited companies within the Inti Group. TAN YEW SING B.Sc. (Hons) Civil Eng. (Leeds), MBA (Mgt. Sc.), M.I.Eng. (Malaysia) Mr. Tan Yew Sing, aged 47, was appointed to the Board on 3 rd April He is also a member of the Audit Committee and Chairman of the Corporate Committee of the Company. He started his career in 1979 as a civil engineer with an engineering consultancy firm in United Kingdom until He was engaged as a project manager of Rurban Properties Sdn. Bhd. upon his return to Malaysia in 1982 until He later joined a property firm as partner until He co-founded INTI Higher Learning Centre Sdn. Bhd. in 1986 as a private college of higher education, prior to the Company s inception in He is also a trustee of Yayasan Amal INTI and holds directorships in several other private limited companies within the Inti Group. BOH BOON CHIANG CA(M), FCCA, MBA Mr. Boh Boon Chiang, aged 39, was appointed to the Board on 3 rd July He is also a Member of the Audit and Remuneration Committees of the Company. He has had 15 years of commercial experience in various sectors including taxation, construction and manufacturing prior to joining the Company as the Financial Controller in He also holds directorships in several other private limited companies within the Inti Group. CHIA SONG KUN B.Sc.Hons (Mathematics) (Malaya), MBA (Malaya) Mr. Chia Song Kun, aged 53, was appointed to the Board on 3 rd April He is the Chairman of the Nomination Committee and a member of the Audit, Corporate and Remuneration Committees of the Company. He began his career as a tutor in University Malaya in 1973 and subsequently joined Mara Institute of Technology, Shah Alam, as a lecturer, for 11 years. He left the said institution in 1984 to set up his own company, QL Group of Companies. He is currently the managing director of QL Resources Berhad, a company listed on the Main Board of Kuala Lumpur Stock Exchange. He also holds directorships in several other private limited companies within the Inti Group. DATO HAJI DOL BIN RAMLI Ed (Hon) History (Malaya, Singapore) Dato Haji Dol Bin Ramli, aged 80, was appointed to the Board on 3 rd April He is the Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees of the Company. He has held various positions in the Ministry of Information and Broadcasting including the planning and development of Radio & Television Malaysia ( RTM ). He was also a founding member of the Asia-Pacific Broadcasting Union that was established in 1964, and is now its Honorary Counselor. He was RTM s Director-General for 5 years before retiring in 1975 to become General Manager of BERNAMA ( Malaysia s National News Agency ). At BERNAMA, he obtained allocations under Malaysia s 5-Year Development Plan to build the Agency s headquarters in Jalan Tun Razak and its own office in every Malaysian state as well as in Bangkok and Manila. He then left BERNAMA to become the Group Director of Public Affairs and Advertising for UMW Holdings Berhad until He now manages his own family partnership and he also holds directorships in several other private limited companies within the Inti Group. 7 DR. LEE FAH LEE FAH ONN B.Sc. (Hons) (Malaya), M.Sc. (Hawaii), Ph.D (Lehigh, USA) Dr. Lee Fah Lee Fah Onn, aged 61, was appointed to the Board on 3 rd April He is a member of the Corporate Committee of the Company. He began his career in 1966 as a tutor at the University of Malaya. He joined the Mara Institute of Technology ( ITM ) in 1967 and he was Head of the School of Applied Sciences from 1973 to He also served as Deputy Principal of the Sarawak branch in 1973 to He was promoted to Principal Lecturer in He left ITM in 1991 to join INTI College as Vice President for Administration. In 1999, he became the Senior Vice President. He currently holds directorships in several other private limited companies within the Inti Group. LOW HAN SIN B.Eng.(Hons)(Mech.Eng.)(Monash) Mr. Low Han Sin, aged 47, was appointed to the Board on 3 rd April He started his career in 1978 as a Design Engineer with Dorf Industries Pte Ltd in Australia. He returned to Malaysia in 1980 and was attached to DORF (Malaysia) Sdn. Bhd. as a Manufacturing Manager for 6 years. He is now the Managing Director of Watertec (Malaysia) Sdn. Bhd. which he founded in 1985 and holds directorships in several other companies within the Inti Group. LOW SIK THONG BA(Economics), Barrister-At-Law (Inner Temple) Mr. Low Sik Thong, aged 65, was appointed to the Board on 3 rd April He is also a member of the Corporate Committee of the Company. He was the Executive Committee and Secretary of Legal Affairs of the Kuala Lumpur and Selangor Chinese of Commerce and Industry from 1977 to He was the Secretary General and Deputy President of the Selangor Chinese Assembly Hall from 1984 to He is also a director of Rinnai (M) Sdn. Bhd and several other private limited companies within the Inti Group. TENG CHOON KWANG BA (Hons) (Malaya) Mr. Teng Choon Kwang, aged 51, was appointed to the Board on 3 rd April 1996 and is also a member of the Corporate Committee of the Company. He started his teaching career in 1975 with the Malaysian s Ministry of Education and left 8 years later. He is currently the Managing Director and a substantial shareholder of IITC Sdn. Bhd., a subsidiary of the Company and holds directorships in several other private limited companies within the Inti Group. IITC Sdn Bhd transacts with the Group on a recurrent basis of which a shareholder s mandate had been obtained. Note: All Directors are Malaysian. There are no family relationship between the major shareholders and/or Directors of the Company except for Mr Tan Yew Sing and Mdm Teh Siew Lan (a major shareholder of the company) who are husband and wife, and Mr Low Sik Thong and Mr Low Han Sin who are uncle and nephew, respectively. None of the Directors have any conflict of interest with the Company (save as disclosed above) and neither have any of them ever been convicted of any offence.

12 CORPORATE INFOATION INDEPENDENT NON-EXECUTIVE CHAIAN MANAGING DIRECTOR EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTORS NON-INDEPENDENT NON-EXECUTIVE DIRECTORS Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Dr. Lee Fah Lee Fah Onn Chia Song Kun Dato Haji Dol bin Ramli Boh Boon Chiang Low Han Sin Low Sik Thong Teng Choon Kwang SECRETARIES Nini Phuah (MAICSA ) Yip Sok Peng (MAICSA ) 8 AUDIT COMMITTEE REMUNERATION COMMITTEE NOMINATION COMMITTEE AUDITORS PRINCIPAL BANKERS REGISTERED & BUSINESS OFFICE REGISTRAR STOCK EXCHANGE LISTING COUNTRY OF INCORPORATION & DOMICILE Dato Haji Dol bin Ramli Boh Boon Chiang Chia Song Kun Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Dato Haji Dol bin Ramli Boh Boon Chiang Chia Song Kun Chia Song Kun Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Dato Haji Dol bin Ramli KPMG Wisma KPMG, Jalan Dungun, Damansara Heights, Kuala Lumpur. RHB Bank Berhad Standard Chartered Bank Berhad Malayan Banking Berhad Public Bank Berhad Bank Utama (M) Berhad No.15 & 17, Jalan SS15/8A, Subang Jaya, Selangor Darul Ehsan. Tel: / Fax: Bina Management (M) Sdn. Bhd. (50164-V) Lot 10, The Highway Centre, Jalan 51/205, Petaling Jaya, Selangor Darul Ehsan. Tel: Fax: The Kuala Lumpur Stock Exchange Main Board Public company limited by shares and incorporated in Malaysia under the Companies Act, 1965, with its domicile in Malaysia.

13 CORPORATE GOVERNANCE STATEMENT The Board of Directors ( Board ) of INTI Universal Holdings Berhad fully subscribes and supports the Malaysian Code on Corporate Governance and the relevant provisions in the KLSE Listing Requirements. The Board is committed to ensuring that the highest standards of corporate governance are practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholder value and the financial performance of the Company. COMPLIANCE The Board is pleased to disclose to shareholders the manner in which it has applied the principles set out in the Code and its compliance with best practices. DIRECTORS Board of Directors The Board currently has nine members comprising the Chairman, who is an Independent Non-Executive Director, two Executive Directors, two additional Independent Non-Executive Directors and four Non Independent Non-Executive Directors. This Board membership meets the requirement of one third being independent and adequately reflects the interest of minority shareholders in the Company. The profiles of the Directors are available on page 7 of this Annual Report. The entire Board jointly share a common objective of providing quality higher education and all members participate actively in the deliberation on key issues involving the Group, such that no one individual has unfettered powers of decision. They bring to the Board a diverse wealth of experience and skills as well as knowledge in law, public affairs, sciences, general management, accounting and finance. There has also been a clear division of responsibility between the Independent Chairman, Tan Sri Dato Dr. Haji Abdul Majid Bin Ismail and the Managing Director, Mr. Tan Yew Sing to ensure that there is a balance of power and authority. 9 All three independent directors are independent of management and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement and the Company does not consider it necessary to appoint either one as senior independent Director. Board Meetings Board Meetings are held at least once every quarterly with additional meetings held whenever necessary. A schedule of matters for year 2002 had been adopted and reserved for Board s decision. The Board met for a total of twelve (12) times during the financial year ended 31 st December All Directors have met the requirement of the Listing Requirements of the Kuala Lumpur Stock Exchange in relation to their attendance at Board Meetings.

14 Details of Directors attendance at Board Meetings held in the financial year ended 31 st December 2001 are as follows :- Name of Director No. of Meetings attended Tan Sri Dato Dr. Haji Abdul Majid bin Ismail 11/12 Tan Yew Sing 12/12 Boh Boon Chiang * 05/05 Chia Song Kun 11/12 Dato Haji Dol bin Ramli 10/12 Dr. Lee Fah Lee Fah Onn 12/12 Low Han Sin 09/12 Low Sik Thong 09/12 Teng Choon Kwang 11/12 * Appointed on 3 rd July Supply of Information Prior to each Board Meeting, all Board members are provided with relevant reports and information to enable them to discharge their duties. The reports provides information on performances of major campuses, other major operational, financial and corporate issues. 10 To fulfil the responsibilities set out above, all Directors have access to the advice and services of the Company Secretaries appointed by the Board as well as to independent professional advice, including internal auditors. Appointments to the Board The Nomination Committee was established on 23 rd November 2001 with specific terms of reference to assist in the discharge of their duties. The committee comprises entirely of independent non-executive Directors namely, Mr. Chia Song Kun (as Chairman), Tan Sri Dato Dr. Haji Abdul Majid bin Ismail and Dato Haji Dol bin Ramli. The Committee would be responsible, inter alia to recommend candidates to fill seats on the Board and its committees, to ensure that the number of Directors fairly reflects the investment in the Company by shareholders, to review the required mix of skills and experience of the Board and to assess the effectiveness of the committees of the Board and the Board as a whole. However, it has always been the Group s ongoing policy and practice to recruit, groom and develop people for expansion and replacement of senior management though such policy has yet to be reduced to writing.

15 Director s Training All directors of the Company have attended the Mandatory Accreditation Programme (MAP) organised by the Research Institute of Investment Analysts Malaysia in accordance with the Listing Requirements of the Kuala Lumpur Stock Exchange and will attend similar training programmes annually. New Directors would also be made to attend the MAP. Re-election In accordance with the Company s Articles of Association, all Directors (including the Managing Director) who are appointed by the Board are subject to re-election by shareholders at least once in each three years. The retiring Directors (whose details are set out on page 7 of this Annual Report) who are standing for reelection at the forthcoming Annual General Meeting are as follows pursuant to relevant sections of the Company s Articles of Association ( CAA ) and Companies Act, 1965 ( CA 65 ):- Article 94(1) of the CAA (a) (b) (c) Mr. Tan Yew Sing (the Managing Director); Mr. Low Han Sin; and Dr. Lee Fah Lee Fah Onn. Article 100 of the CAA Mr. Boh Boon Chiang 11 Section 129 of the Companies Act, 1965 (a) Tan Sri Dato Dr. Haji Abdul Majid bin Ismail; and (b) Dato Haji Dol bin Ramli. DIRECTORS REMUNERATION The objectives of the Company s policy on Directors remuneration is to attract and retain the Directors of the calibre needed to lead the Group successfully. In the case of the Executive Directors, the component parts of the remuneration are linked to performance. Performance is measured against profits generated by the Group. In the case of Non-Executive Directors, the level of remuneration reflects the level of responsibility undertaken by the particular Non-Executive Director concerned. A Remuneration Committee of the Company was established on 26 th June 2001, inter alia, review the fees payable to the Directors prior to recommending to the Board and for approval by the shareholders at the AGM. The committee comprise wholly of non-executive Directors, namely Dato Haji Dol bin Ramli (Chairman), Mr. Chia Song Kun and Mr. Boh Boon Chiang.

16 Disclosure The aggregate remuneration of Directors for the financial year ended 31 st December 2001 are as follows: Salaries & Other Fees () Emoluments () Total () Executive Directors 155,720 1,571,650 1,727,370 Non-executive Directors 350, , ,917 The number of Directors whose remuneration fall into the following bands are as follows:- Number of Directors Range of Remuneration () Executive Non-executive 12 50,000 and below 2 50, , , , , , , , , , , , ,001-1,100,000 1,100,001-1,150,000 1 SHAREHOLDERS At each Annual General Meeting, the Board presents the progress and performance of the business and encourages shareholders to participate in the question-and-answer session. The Board of Directors is available to respond to shareholder s questions during the meeting. ACCOUNTABILITY AND AUDIT Audit Committee The financial reporting and internal control system of the Group is overseen by the Audit Committee, which comprises of five members, three of whom are independent non-executive Directors. The Committee is headed by an independent non-executive Chairman. The composition and primary responsibilities of the Audit Committee are set out in the Audit Committee Report. The Audit Committee met four (4) times during the financial year ended 31 st December The Committee also meets with the external auditors whenever it deems necessary to discuss on matters relating to the financial statements and their audit findings. The internal audit function reports directly to the Audit Committee and provides the Committee and management with an independent assessment of the adequacy of internal controls.

17 Financial Reporting In presenting the annual financial statements and quarterly announcements, the Directors aim to present a balanced and clear assessment of the Company s and Group s financial position and prospects. The Statement by Directors pursuant to Section 169 (15) of the Companies Act, 1965 is set out on page 27 of this Annual Report. The Board is responsible for ensuring the proper maintenance of accounting records of the Group. The Audit Committee (together with external auditors of the Company) assists by scrutinizing the information to be disclosed before adoption, to ensure accuracy and adequacy. Internal Controls The Board acknowledges the overall responsibility to maintain a sound system of internal control to safeguard shareholders investment and the company s assets. The Board appointed the Audit Committee to review the effectiveness of control procedures and report to the Board on all findings for deliberation. An Internal Audit Function has been established to assist the Audit Committee to carry out its duties and responsibilities. In addition, a firm of consultants has been engaged to assist us with the Implementation of a Risk Management framework for the Group s major operations. As the main campus INTI College Malaysia and two other Malaysian branch campuses, INTI College Subang Jaya and INTI College Sarawak, have obtained the MS ISO 9002 certification, internal quality audits are being carried out on the operations annually. In addition, an Independent Review Committee was established for the purpose of reviewing the college operations, to ensure the efficiency and effectiveness of operations and that it meets the needs and expectations of the customers. 13 The Board believes that the internal control systems and procedures provide reasonable but not absolute assurance that assets are safeguarded, transactions are authorised and recorded properly and that material errors and irregularities are either detected or minimized to prevent reoccurrence. The Board is not aware of any significant weaknesses in internal control during this financial year. Relationship with Auditors The role of the Audit Committee in relation to the external auditors is stated on page The external auditors meet with the Audit Committee, at least once every half-yearly, to review the results of each quarter s financial audit. DIRECTORS RESPONSIBILITY IN FINANCIAL REPORTING The Directors are legally required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company as at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year. The Directors are satisfied that in preparing the financial statements of the Group for the financial year ended 31 st December 2001, the Group had used the appropriate accounting policies and applied them consistently. The Directors are satisfied that relevant approved accounting standards had been followed in the preparation of the financial statements.

18 OTHER INFOATION Imposition of Sanctions/ Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies. Non-audit Fees Non-audit fees totalling 128,800 were paid to the external auditors during the financial year, for the provision of advisory services in the area of corporate tax advisory and planning; financial statements and due diligence review; enterprise risk management; and company secretarial matters. Profit Guarantees During the year, there were no profit guarantees given by the Company. Material Contracts During the year, there were no material contracts on the Company and its subsidiaries involving Directors and major shareholders interest. 14 Contracts Relating to Loans There were no contracts relating to loans by the Company. Revaluation of Landed Properties The Group revalues their landed properties comprising of freehold land, long term leasehold land, infrastructure and buildings every 5 years or at such shorter period whenever the fair value of the revalued assets are expected to differ materially from their carrying value. (see also note 1(c) to financial statements on page 41)

19 AUDIT COMMITTEE REPORT The Board of Directors of INTI Universal Holdings Berhad is pleased to present the report of the Audit Committee for the year ended 31 December The Audit Committee was established by a resolution of the Board on 12 April During the financial year, there was a change in the composition of the Committee and its terms of reference, following the introduction of the new Listing Requirements of KLSE and the Malaysian Code on Corporate Governance. The Committee comprises of the following: Chairman : Dato Haji Dol bin Ramli (Independent Non-Executive Director) Members : Tan Sri Dato Dr. Haji Abdul Majid bin Ismail (Independent Non-Executive Director) Tan Yew Sing (Managing Director) Chia Song Kun (Independent Non-Executive Director) Boh Boon Chiang (Non-Independent Non-Executive Director) The Audit Committee is governed by the following: 1. COMPOSITION AND APPOINTMENT The Board appoints the Audit Committee members and the chairman from amongst its members and shall consist not less than three (3) members, the majority of whom must be Independent Non-Executive Directors. At least one (1) member of the Audit Committee must be a member of the Malaysian Institute of Accountants or one of the associations of accountants specified in part II of the 1 st Schedule of the Accountants Act The Chairman of the committee shall be an independent non-executive director and no alternate director is appointed as a member of the Audit Committee. 2. TES OF REFERENCE The terms of reference of the committee are as follows:- (1) To review and report the following to the Board of Directors of the Company:- (a) with the external auditor:- (i) the audit plan; (ii) the evaluation of the system of internal controls; and (iii) the audit report; (b) the assistance given by the employees of the listed issuer to the external auditor; (c) the internal audit function:- (i) the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work; (ii) the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; (iii) review any appraisal or assessment of the performance of its members; and (iv) approve any appointment or termination of senior staff members of the internal audit function. (d) the major findings of internal investigations and response from management.

20 (e) the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing particularly on:- (i) major changes in accounting policies and practices; (ii) significant and unusual events; (iii) significant adjustments arising from the audit; (iv) problems and reservations arising from audit and any matters highlighted by auditors for discussion; (v) the going concern assumption; and (vi) compliance with accounting standards and other legal requirements; (f) any related party transaction and conflict of interest situation that may arise within the listed issuer or group including any transaction, procedure or course of conduct that raises questions of management integrity; (g) any letter of resignation from the external auditors of the listed issuer; (h) whether there is reason (supported by grounds) to believe that the listed issuer s external auditor is not suitable for re-appointment; and (i) the external auditors management report and response from management. (2) To recommend, the nomination of a person or persons as external auditors and the audit fee. 16 (3) To invite any Director or employee of the Company to its meeting, whenever deemed necessary. (4) To consider other topics, defined by the Board. 3. MEETINGS NUMBER OF MEETINGS The committee had four (4) meetings during the financial year whereby both the external and internal auditors were invited. The Company Secretaries are the secretaries of the Committee. The quorum for a meeting of the committee shall be three (3) members present of whom a majority are independent directors. Details of the Audit Committee meetings held during the financial year ended 31 December 2001 and attendance of each committee member are as follows:- Directors Number of Meetings Attended Dato Haji Dol bin Ramli ( the Chairman ) 04/04 Tan Sri Dato Dr. Haji Abdul Majid bin Ismail* 02/02 Tan Yew Sing 04/04 Chia Song Kun* 02/02 Boh Boon Chiang* 02/02 Haji Sulaiman bin Rahmad # 02/02 * Appointed to the Committee w.e.f. 3 July # Resigned from the Committee w.e.f. 3 July 2001.

21 SUMMARY OF ACTIVITIES FOR THE FINANCIAL YEAR The summary of the activities of the Audit Committee in the discharge of its duties and responsibilities for the financial year ended 31 December 2001 were as follows:- i. Reviewed the audit plans for the year for the Group prepared by the internal and external auditors; ii. Reviewed the audit reports for the Group prepared by the internal and external auditors and considered the major findings by the auditor s and management s responses thereto; iii. Reviewed the draft quarterly and year-end results of the Group with management prior to submission to the Board for consideration and approval; iv. Followed up on corrective actions taken by management on audit issues raised by the external and internal auditors; and v. Established a review procedure for the recurrent related party transactions within the Group. 4. INTERNAL AUDIT FUNCTION The Internal Audit Department undertakes internal audit functions based on the audit plan that is reviewed and approved by the Audit Committee. The audit plan covers review of adequacy of operational controls, risk management, compliance with laws and regulations, and management efficiency amongst others. The major findings and concerns of these reports were discussed at the Audit Committee meetings. Arising from these reports, appropriate corrective action was taken and subsequently reported to the Committee. 17

22 CHAIAN S STATEMENT On behalf of the Board of Directors, I am dividend of 10% less income tax of 28% for the year ended 31 December Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Chairman pleased to present the Annual Report and the financial statements of the INTI Universal Group of Companies for the financial year ended 31 December Financial Performance Since my last report to you, the Group has once again turned in healthy revenue and profit figures. Group revenue for the year 2001 was million, an increase of 16.8% compared to last year s results of million (increase in revenue for year 2000 was 16.9%). Group pre-tax profit stood at 34.6 million, an increase of 3.3% over last year s profit before tax of 33.5 million (increase in pre-tax profit for year 2000 was 16.3%). The percentage of increase in both revenue and profit before tax is lower than that posted in the previous year primarily due to a loss incurred by a subsidiary, INTI International College Penang Sdn Bhd, which is undergoing a restructuring exercise aimed at streamlining its operations. Net profit for the year is 25.4 million. This represents an earnings per share of 40 sen based on the 63,000,006 ordinary shares in issue during the year. Dividend The Board of Directors is pleased to recommend a proposed final Review of Operations The year under review was an eventful one for the Group whose major contributor to earnings, the INTI Group of Colleges, celebrated its 15 th anniversary. A series of activities aimed at projecting the Group s committed role in higher education was implemented culminating with the organizing of a 2-day international conference on e-education held on October The Group which has identified e-learning as a strategic initiative to enhance the competitive advantage of the INTI Group of Colleges, is well into its plans to install information and communications technology infrastructure at the main campus alongside the digitizing of its courses. It was also a year during which the Group augmented its international expansion with the incorporation of a campus in Indonesia, the INTI College Indonesia in Jakarta, on 28 February The College offers information technology courses at certificate, diploma, advanced diploma, and degree levels. I am also encouraged by the performance of IITC Sdn Bhd, the Group s IT arm. The Company s continuous investment in product and partnership development has resulted in its increased visibility and standing in the IT industry. Within the year, IITC s Software Division acquired significant projects with the Kuala Lumpur Stock Exchange and the Arab Malaysian Banking Group. In addition, its Project & Consulting Ser vices Division secured

23 IT networking projects from several educational institutions. These projects will inevitably enhance the Company s project portfolio. Corporate Governance The Board is committed to integrity and fair dealing in all of the Group s business activities and is therefore fully supportive of the Malaysian Code of Corporate Governance that sets out the principles and best practices on corporate governance. In line with the revised listing requirements of the Kuala Lumpur Stock Exchange, steps have already been taken to subscribe to the Code s best practices. Details of how we have implemented these best practices are contained in our Statement on Corporate Governance. Risk Management The Board further recognizes that there is a need to identify and manage risks in order to achieve our business objectives. Toward this end, we have reviewed the adequacy and efficiency of the Group s internal controls, an important process in managing principal risks. Additionally, we have engaged an independent firm of consultants to assist with the establishment of a formal risk management framework at the INTI Group of Colleges beginning with the main campus. The Year Ahead It has been a rewarding year for the Group and I am happy with the good performance and profits achieved by our major subsidiaries. We are certainly encouraged by the attractive prospects posed by the Government s considerable investment in both education and corporate training. The Eighth Malaysia Plan has identified a total of billion for the development of education and training, from which 8.9 billion has been allocated for tertiary education and 4 billion for corporate training. We also recognize that the Government s firm financial commitment has attracted a host of new players in the education industry which are hoping to get a slice of the education pie. Already there are about 700 institutions offering private higher education in the country. We believe the Group is well prepared for the challenging business environment ahead given our ongoing efforts to implement various strategic initiatives aimed at reinforcing the INTI Group of Colleges as a leading provider of quality higher education. In addition to this, the Group has also reviewed its operational efficiency to position it for greater growth and profitability. Employees Share Option Scheme (ESOS) The Group s achievements so far would not have been possible without the dedication and commitment of its staff. To retain and reward our employees whose services are deemed vital to the Group s businesses, continued growth and future expansion, INTI Universal Holdings Berhad had on 26 September 2001 announced that it proposes to implement an ESOS subject to the approval of the Securities Commission, the Kuala Lumpur Stock Exchange and the shareholders of the Company. We have since then secured approval from the Securities Commission on 11 March The proposed ESOS involves the granting of share options to eligible employees including the executive directors of the Company and its subsidiaries. The maximum number of new ordinary shares to be offered under the proposed ESOS shall be not more than 10% of the issued and paid-up share capital of the Company at any time during the existence of the proposed ESOS. The proposed ESOS does not have any material effect on the earnings per share of the Group for the financial year ended 31 December Appreciation I am delighted at the opportunity to record the Board s appreciation to all staff of the INTI Universal Group for your continued hard work and dedication. We are also grateful to our shareholders, students and their parents, business partners and the regulatory authorities for having extended us the necessary support to conduct our business activities. Tan Sri Dato Dr Haji Abdul Majid bin Ismail Dated : 5 th April

24 MESSAGE FROM THE MANAGING DIRECTOR 20 Tan Yew Sing Managing Director Year 2001 witnessed the INTI Universal Group of Companies registering commendable performance in the major areas of its operations. This is attributed mainly to the dynamic environment in which the Group operates. The robust growth of the local education industry received a further boost when the Government announced an increase in the investment in education through the Third Outline Perspective Plan (OPP3). The INTI Group of Colleges was able to capitalise on the strong demand for tertiary education through several strategic initiatives aimed at strengthening its profile as a reputable provider of quality higher education. I am pleased to report that the Group s academic programmes, particularly its 3+0 programmes and the American University Programme, have continued to draw the attention of both local and international students such that the total student population in the five local campuses now stands at 13,000. A newly introduced programme, the 3+1 Engineering offered in collaboration with the wellknown University of Adelaide, Australia has also earned the Group enhanced visibility. The programme has been given provisional accreditation by the Institution of Engineers, Australia, a recognition that increases the marketability of INTI graduates globally. The year under review was an auspicious one for the INTI Group of Colleges which celebrated its 15 th anniversary in October Highlights of the anniversary celebrations included the official opening of the 82-acre main campus in Bandar Baru Nilai, INTI College Malaysia, by the Deputy Prime Minister of Malaysia; official opening of INTI College Sarawak by the Chief Minister of Sarawak; an anniversary dinner celebrated in the presence of staff as well as local and international partner institutions; and a 2-day international conference on e- education. The anniversar y presented the Group with the opportunity to further project itself as a committed player in the industr y. The international conference on e-education for instance drew the participation of an illustrious group of speakers from several countries including the United Kingdom, United States of America, Australia, New Zealand, and China. For the INTI Group of Colleges, the conference served as a platform to bring together educators, researchers, technologists, and the implementers of e-education to discuss, review and propose new ideas on how to effectively implement and manage e- education, the latest trend in learning. The Group expects to incorporate e-education as a complement to traditional face-toface learning at all its campuses in a move designed to enhance the Group s competitive advantage. We had earlier announced that the Group had allocated 20 million for the implementation and enhancement of ICT facilities, including wireless technologies, over a period of five years. The project which began last year will ensure the successful development of the Group of Colleges into e- campuses. Sophisticated ICT infrastructure at the main campus

25 received an added boost with the completion of the 14 million Learning Resource Centre, the first of its kind in a local private college. Tapping on the Government s focus to promote life-long learning and retraining to enhance the skills of the country s workforce, the Group has diversified its training portfolio to include the provision of corporate training programmes. During the fiscal year, INTI Management Services Sdn Bhd (IMS), the Group s corporate training arm, collaborated with well-known institutions including Ericsson Academy (Malaysia) Sdn Bhd and the Centre of Overseas Academic and Cultural Exchanges of Tsinghua University in China to offer short-term training courses to working adults. Noteworthy achievements for the year are the launch of the Online Certified Mobile Internet Professional Programme that provides up-todate and career-enhancing knowledge on wireless technologies, and the set up of the INTI-Tsinghua joint training centre in Malaysia as well as at Tsinghua University in China. Additionally, IMS has also recently signed agreements with the University of Hull, United Kingdom and Troy State University, United States of America to offer MBA and Executive MBA programmes respectively. These programmes are targeted at practicing corporate executives and managers. The Group s regional presence was further reinforced with the establishment of INTI College Indonesia in Jakarta which commenced operations in August The College offers information technology programmes. Over in Thailand, the St. Theresa INTI College in Bangkok commenced operations in June The College will be offering various programmes in collaboration with existing partner universities in the United Kingdom, and franchised programmes from the INTI Group of Colleges. The Group s franchising efforts were consolidated with the establishment of the Education Consultancy Office which undertakes the close supervision of franchise programmes overseas. The Office has drawn out detailed procedures to be observed by franchisees running INTI academic programmes in order to maintain the quality standards for which INTI is well-known. In addition, continual support is extended on a daily basis to address any academic or administration issue arising at the franchise centres. The Group s subsidiary, IITC Sdn Bhd, has registered a marked improvement in its performance. The Company is one of Microsoft s leading enterprise software solution vendors. During the year, it succeeded in penetrating the financial ser vices market by acquiring accounts with the Kuala Lumpur Stock Exchange and the Arab Malaysian Banking Group. IITC is also the distribution partner of Extreme Networks Inc., a company based in the United States, which manufactures network equipment. The fiscal year under review saw IITC securing projects involving the supply and installation of Extreme Network equipment in several educational institutions in Johor Bahru, Seberang Prai, Melaka, Perlis and Putrajaya. Considering the Government s strong financial commitment towards education and training, the INTI Universal Group expects the education industry to remain a high growth sector for the next few years. Having said this, we also realise that this is the very reason why there is a proliferation of institutions of higher learning which has created intense competition within the industry. We firmly believe that competition is healthy and will likely result in improved efficiency and productivity gains for the INTI Universal Group of Companies. Tan Yew Sing Dated : 5 th April

26 DIRECTORS REPORT (for the year ended December 2001) The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 31 December Principal activities The principal activity of the Company consists of investment holding, whilst the principal activities of the subsidiary companies are as stated in Note 25 to the financial statements. There have been no significant changes in the nature of these principal activities during the year. Results Group Company Net profit for the year 25,387,696 4,916,150 ========= ========= Reserves and provisions There were no material transfers to or from reserves and provisions during the year except as disclosed in the financial statements. 22 Dividends Since the end of the previous financial year, the Company paid a final dividend of 5% less tax totalling 2,268,000 in respect of the year ended 31 December 2000 on 26 June The final dividend recommended by the directors in respect of the year ended 31 December 2001 is 10% less tax totalling 4,536,000. Directors of the Company Directors who served since the date of the last report are: Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Chia Song Kun Dato Haji Dol bin Ramli Lee Fah Lee Fah Onn Low Han Sin Low Sik Thong Teng Choon Kwang Boh Boon Chiang (appointed on ) Haji Sulaiman bin Rahmad (resigned on ) Tan Sri Dato Dr. Haji Abdul Majid bin Ismail and Dato Haji Dol bin Ramli retire under Section 129 of the Companies Act, 1965 and seek re-appointment under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting.

27 The holdings and deemed holdings in the ordinary shares of the Company and of its related companies (other than wholly-owned subsidiary companies) of those who were directors at year end as recorded in the Register of Directors Shareholdings are as follows: Number of ordinary shares of 1.00 each Name At At Bought Sold Shareholdings in which directors have direct interests Interest of Mr. Tan Yew Sing in: Inti Supreme Holdings Sdn. Bhd. 16,326 16,326 Inti Universal Holdings Berhad 684, ,000 Interest of Mr. Chia Song Kun in: Inti Supreme Holdings Sdn. Bhd. 3,438 3,438 Interest of Dato Haji Dol bin Ramli in: Inti Supreme Holdings Sdn. Bhd Inti Universal Holdings Berhad 48,000 48,000 Interest of Dr. Lee Fah Lee Fah Onn in: Inti Supreme Holdings Sdn. Bhd. 4,750 4,750 Inti Universal Holdings Berhad 15,000 15, Interest of Mr. Teng Choon Kwang in: Inti Supreme Holdings Sdn. Bhd. 1,571 1,571 IITC Sdn. Bhd. 450, ,000 Shareholdings in which directors have deemed interests Interest of Tan Sri Dato Dr. Haji Abdul Majid bin Ismail in: Inti Supreme Holdings Sdn. Bhd. 3,970 3,970 Inti Universal Holdings Berhad 18,000 18,000 Interest of Mr. Tan Yew Sing in: Inti Supreme Holdings Sdn. Bhd. 31,161 31,161 Inti Universal Holdings Berhad 34,842, ,000 10,000 34,975,000 IITC Sdn. Bhd. 1,325,000 1,325,000 Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 Inti International College Penang Sdn. Bhd. 2,100,000 2,100,000 PIETC Holdings Sdn. Bhd. 306, ,000 P.T. Inti College Indonesia 9,420* 9,420*

28 Number of ordinary shares of 1.00 each Name At At Bought Sold Shareholdings in which directors have deemed interests Interest of Dr. Lee Fah Lee Fah Onn in: Inti Supreme Holdings Sdn. Bhd Inti Universal Holdings Berhad 56,000 23,000 7,000 72, Interest of Mr. Low Han Sin in: Inti Supreme Holdings Sdn. Bhd. 18,720 18,720 Inti Universal Holdings Berhad 33,774,000 33,774,000 IITC Sdn. Bhd. 1,325,000 1,325,000 Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 Inti International College Penang Sdn. Bhd. 2,100,000 2,100,000 PIETC Holdings Sdn. Bhd. 306, ,000 P.T. Inti College Indonesia 9,420* 9,420* Interest of Mr. Low Sik Thong in: Inti Supreme Holdings Sdn. Bhd. 18,720 18,720 Inti Universal Holdings Berhad 33,786,000 33,786,000 IITC Sdn. Bhd. 1,325,000 1,325,000 Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 Inti International College Penang Sdn. Bhd. 2,100,000 2,100,000 PIETC Holdings Sdn. Bhd. 306, ,000 P.T. Inti College Indonesia 9,420* 9,420* Interest of Mr. Teng Choon Kwang in: Inti Supreme Holdings Sdn. Bhd. 1,702 1,702 Multimedia Web Services Sdn. Bhd. 2 2 E-Lutions Technologies Sdn. Bhd. (formerly known as Sunrise Digital Sdn. Bhd.) 2 2 I-Lead Dot Com Sdn. Bhd. 2 2 * Nominal value of Rp96,000 or USD10 per share.

29 By virtue of their interests in shares of the Company, Mr. Tan Yew Sing, Mr. Low Han Sin and Mr. Low Sik Thong are also deemed to have an interest in the shares of all subsidiary companies of the Company to the extent that the Company has an interest. The other director holding office at 31 December 2001 did not have any interest in the ordinary shares of the Company and of its related companies during the year. Directors benefits Since the end of the previous financial year, no director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements of the Group and of the Company) by reason of a contract made by the Company or a related company 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 except for certain directors who may be deemed to derive benefits by virtue of transactions for sales of books and stationery and tuition fees receivable and also provision of services including management and secretarial services between the companies in the Group and corporations in which certain directors have interest. There were no arrangements during and at the end of the financial year which had the object of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares There were no changes in the issued and paid-up capital of the Company during the year. 25 Options granted over unissued shares and debentures No options were granted to any person to take up unissued shares or debentures of the Company during the year. Other statutory information Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that: i) all known bad debts have been written off and adequate provision made for doubtful debts, and ii) all current assets have been stated at the lower of cost and net realisable value. At the date of this report, the directors of the Company are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the Group and in the Company financial statements misleading, or

30 iii) iv) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or not otherwise dealt with in this report or in the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. 26 In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year ended 31 December 2001 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed in accordance with a resolution of the directors: Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Kuala Lumpur, Date: 5 April 2002

31 STATEMENT BY DIRECTORS (pursuant to Section 169(15) of the Companies Act, 1965) In the opinion of the directors, the financial statements set out on pages 30 to 64, are drawn up in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2001 and of the results of their operations and cash flows for the year ended on that date. Signed in accordance with a resolution of the directors: Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing 27 Kuala Lumpur, Date: 5 April 2002

32 DECLARATION (pursuant to Section 169(16) of the Companies Act, 1965) I, Tan Yew Sing, the director primarily responsible for the financial management of Inti Universal Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 30 to 64, are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, Subscribed and solemnly declared by the abovenamed at Kuala Lumpur on 5 April Tan Yew Sing 28 Before me: SS Chandran NOM W-243 COMMISSIONER FOR OATHS Kuala Lumpur

33 REPORT OF THE AUDITORS (to the members of INTI Universal Holdings Berhad) We have audited the financial statements set out on pages 30 to 64. The preparation of the financial statements is the responsibility of the Company s directors. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the directors as well as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of: i) the state of affairs of the Group and of the Company at 31 December 2001 and the results of their operations and cash flows for the year ended on that date; and and (b) ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company; the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and the subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act. 29 The subsidiary company in respect of which we have not acted as auditors is identified in Note 25 to the financial statements and we have considered the financial statements of this subsidiary company and the auditors report thereon. We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Company s financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. The audit reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment made under subsection (3) of Section 174 of the Act. KPMG Firm Number: AF 0758 Chartered Accountants Lim Hun David Lim Partner Approval Number: 1514/5/02(J) Kuala Lumpur, Date: 5 April 2002

34 GROUP BALANCE SHEET (at 31 December 2001) Note Property, plant and equipment 2 222,314, ,557,877 Development costs 4 276, , ,591, ,965,841 Current assets Inventories 5 1,175,458 1,218,065 Trade and other receivables 6 24,183,182 16,889,434 Cash and cash equivalents 7 32,872,176 25,768,973 58,230,816 43,876,472 Current liabilities Trade and other payables 8 56,084,229 40,323,837 Borrowings 9 19,104,304 19,681,853 Taxation 1,155,134 1,033,304 76,343,667 61,038, Net current liabilities (18,112,851) (17,162,522) 204,478, ,803,319 ========== ========== Financed by:- Capital and reserves Share capital 10 63,000,006 63,000,006 Reserves 11 98,753,964 75,633,059 Shareholders funds 161,753, ,633,065 Minority shareholders interests 12 11,721,502 12,091,064 Long term and deferred liabilities Borrowings 9 19,117,698 27,934,200 Deferred taxation 11,885,473 7,144,990 31,003,171 35,079, ,478, ,803,319 ========== ========== The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

35 GROUP INCOME STATEMENT (for the year ended 31 December 2001) Note Revenue ,617, ,131,418 Other operating income 5,328,872 5,708,800 Operating costs (28,966,455) (23,717,731) Staff cost (59,723,269) (49,605,718) Depreciation and amortisation (14,020,390) (11,458,234) Other operating expenses (7,543,655) (5,368,806) Profit from operations 37,692,161 37,689,729 Interest expense (3,712,213) (4,701,378) Interest income 669, ,061 Profit before taxation 14 34,649,925 33,577,412 Tax expense 16 (9,533,613) (9,207,577) Profit after taxation 25,116,312 24,369,835 Minority interests 271,384 (314,487) 31 Net profit for the year 25,387,696 24,055,348 ========== ========== Earnings per ordinary share (sen) 17 - Basic ========== ========== Dividends per ordinary share (sen) 18 - excluding proposed final dividend 3.6 ========== ========== - including proposed final dividend ========== ========== The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

36

37 GROUP CASH FLOW STATEMENT (for the year ended 31 December 2001) Cash flows from operating activities Profit before taxation 34,649,925 33,577,412 Adjustments for: Amortisation of development costs 131, ,045 Deferred expenditure written off 40,716 Depreciation 13,889,336 11,327,189 Interest expense 3,712,213 4,701,378 Interest income from fixed deposits (669,977) (589,061) Property, plant and equipment written off 3,491 Gain on disposal of a subsidiary company (40,979) Gain on disposals of property, plant and equipment (28,644) (47,444) Operating profit before working capital changes 51,683,907 49,103,747 Changes in working capital: Inventories 42,607 (93,009) Trade and other receivables (4,009,725) (5,188,861) Trade and other payables 15,760,392 (3,071,984) Cash generated from operations 63,477,181 40,749,893 Taxation paid (8,179,131) (6,072,475) Interest expense paid (689,738) (476,554) Development costs paid (240,257) Net cash generated from operating activities 54,608,312 33,960, Cash flows from investing activities Acquisitions of subsidiary companies, net of cash acquired (i) Disposal of a subsidiary company, net of cash disposed of (ii) 67,083 Increase in pledged deposits placed with licensed banks (2,052,000) (510,000) Interest income from fixed deposits 669, ,061 Proceeds from disposals of property, plant and equipment 113, ,547 Purchase of property, plant and equipment (iii) (32,442,263) (29,149,379) Net cash used in investing activities (33,711,236) (28,386,688)

38 Cash flows from financing activities Corporate exercise expenditure paid (455,988) Dividend paid to shareholders of the Company (2,268,000) (4,267,000) Dividend paid to minority shareholders (75,000) (544,039) Proceeds from private placement of shares 11,665,500 Proceeds from revolving credit 5,000,000 Proceeds from trust receipt 1,481,359 Repayment of hire purchase, trust receipt and term loans interest (3,022,475) (4,224,824) Repayment of hire purchase liabilities (4,580,397) (3,918,177) Repayment of term loans (7,366,276) (7,425,902) Repayment to directors (2,500) Subscription of shares by minority shareholders 200,630 1,494,000 Net cash used in financing activities (10,630,159) (7,678,930) 34 Net increase/(decrease) in cash and cash equivalents 10,266,917 (2,105,011) Effects of exchange rate changes on cash and cash equivalents 1,209 Cash and cash equivalents at beginning of year 16,185,459 18,290,470 Cash and cash equivalents at end of year (iv) 26,453,585 16,185,459 ========== ========== (i) Acquisitions of subsidiary companies During the year, the Group acquired three new subsidiary companies, P.T. Inti College Indonesia, Angkanamas Sdn. Bhd. and Erti Utama Sdn. Bhd. In the previous year, the Group acquired Inti International College Penang Sdn. Bhd., PIETC Holdings Sdn. Bhd. and I-Lead Dot Com Sdn. Bhd. The fair values of assets and liabilities assumed were as follows: Purchase price paid equivalent to net assets acquired 359,157 2 Less: Cash and cash equivalents (359,157) (2) Cash flow on acquisitions, net of cash acquired ========== ==========

39 (ii) Disposal of a subsidiary company In the previous year, the Group disposed of Inti Information Technology Centre (Penang) Sdn. Bhd. The value of assets and liabilities disposed of were as follows: Property, plant and equipment 116,511 Current assets 146,937 Current liabilities (333,995) Minority interest 34,568 Net assets disposed of (35,979) Gain on disposal 40,979 Sale proceeds 5,000 Less: Cash in hand (500) Add: Bank overdraft 62,583 Cash flow on disposal, net of cash disposed of 67,083 ========== ========== (iii) Purchase of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of 33,730,449 ( ,081,825), of which 1,288,186 (2000-1,932,446) was acquired by means of hire purchases. 35 (iv) Cash and cash equivalents Cash and cash equivalents included in the Group cash flow statement comprise the following balance sheet amounts: Cash and bank balances 18,610,246 10,256,391 Fixed deposits with licensed banks (excluding deposits pledged) 10,324,930 13,627,582 Bank overdrafts (2,481,591) (7,698,514) 26,453,585 16,185,459 ========== ========== The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

40 COMPANY BALANCE SHEET (at 31 December 2001) Note Investment in subsidiary companies 3 78,177,930 77,177,930 Current assets Other receivables 6 28,084,897 26,465,331 Cash and cash equivalents 7 3,631,998 3,662,050 31,716,895 30,127, Current liabilities Other payables 8 228, ,841 Taxation 9, , , Net current assets 31,488,815 29,840, ,666, ,018,595 ========== ========== 36 Financed by:- Capital and reserves Share capital 10 63,000,006 63,000,006 Reserves 11 46,666,739 44,018,589 Shareholders funds 109,666, ,018,595 ========== ========== The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

41 COMPANY INCOME STATEMENT (for the year ended 31 December 2001) Note Revenue 13 7,100,000 7,100,000 Other operating income 200 Operating costs (9,772) Staff cost (119,100) (108,000) Other operating expenses (170,159) (133,651) Profit from operations 6,810,741 6,848,777 Interest income 114, ,433 Profit before taxation 14 6,925,641 7,026,210 Tax expense 16 (2,009,491) (2,036,559) Net profit for the year 4,916,150 4,989,651 ========== ========== Dividends per ordinary share (sen) 18 - excluding proposed final dividend 3.6 ========== ========== - including proposed final dividend ========== ========== 37 The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

42 38

43 COMPANY CASH FLOW STATEMENT (for the year ended 31 December 2001) Note Cash flows from operating activities Profit before taxation 6,925,641 7,026,210 Adjustments for: Dividend income (7,100,000) (7,100,000) Interest income from fixed deposits (114,900) (177,433) Operating loss before working capital changes (289,259) (251,223) Changes in working capital: Other receivables (1,598,585) (10,669,218) Other payables (48,761) 20,623 Cash used in operations (1,936,605) (10,899,818) Taxation paid (52,347) (35,484) Net cash used in operating activities (1,988,952) (10,935,302) Cash flows from investing activities Investment in a subsidiary company (2) Additional investment in a subsidiary company (999,998) Interest income from fixed deposits 114, ,433 Dividend income 5,112,000 5,112,000 Net cash generated from investing activities 4,226,900 5,289, Cash flows from financing activities Corporate exercise expenditure paid (455,988) Dividend paid to shareholders of the Company (2,268,000) (4,267,000) Proceeds from private placement of shares 11,665,500 Net cash (used in)/generated from financing activities (2,268,000) 6,942, Net (decrease)/increase in cash and cash equivalents (30,052) 1,296, Cash and cash equivalents at beginning of year 3,662,050 2,365,407 Cash and cash equivalents at end of year 7 3,631,998 3,662,050 ========== ========== The notes set out on pages 40 to 64 form an integral part of, and, should be read in conjunction with, these financial statements.

44 NOTES TO THE FINANCIAL STATEMENTS 1. Summary of significant accounting policies The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in previous years. (a) (b) Basis of accounting The financial statements of the Group and of the Company are prepared in compliance with applicable approved accounting standards in Malaysia other than the early adoption of the accounting policy on proposed dividend which is now recognised as a liability in the year it is approved by the shareholders in the general meeting, in accordance with MASB 19, Events After the Balance Sheet Date. Basis of consolidation Subsidiary companies are those enterprises controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiary companies are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases. Subsidiary companies are consolidated using the acquisition method of accounting. 40 Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of during the year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies net assets are determined and these values are reflected in the Group financial statements. The difference between the acquisition cost and the fair values of the subsidiary companies net assets is reflected as goodwill or reserve on consolidation as appropriate. Reserve arising on consolidation is not amortised. The Group financial statements consolidate the audited financial statements of the Company and its subsidiary companies made up to 31 December Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be recovered.

45 (c) Property, plant and equipment (i) Owned assets Property, plant and equipment except for freehold land and construction-in-progress are stated at cost/valuation less accumulated depreciation. Land, infrastructure and buildings are stated at directors valuation based on the valuation made by a firm of professional valuers in 1998 using the open market value basis. The Group revalues its landed properties comprising freehold land, long term leasehold land, infrastructure and buildings every 5 years or at such shorter period whenever the fair value of the revalued assets are expected to differ materially from their carrying value. Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same property. In all other cases, a decrease in carrying amount is charged to the income statement. Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value. The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the asset s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an item of property, plant and equipment exceeds its recoverable amount. In determining the recoverable amount of property, plant and equipment, expected future cash flows are discounted to their present values. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged to equity. Any subsequent increase in recoverable amount is reduced by the amount that would have been recognised as depreciation had the write-down or writeoff not occurred. Such subsequent increase in recoverable amount is recognised in the income statement unless it reverses an impairment loss on a revalued asset, in which case it is taken to equity. 41 (ii) Hire purchase Property, plant and equipment acquired under hire purchase arrangements are capitalised at their purchase cost and depreciated on the same basis as owned assets. The total amount payable under hire purchase agreements is included as hire purchase liabilities.

46 (d) Depreciation No depreciation is provided on freehold land and construction-in-progress. Long term leasehold land is amortised in equal instalments over the period of the respective leases which range from fifty-one to sixty years while infrastructure and buildings are depreciated on a straight line basis over the shorter of 50 years or the lease period. Other property, plant and equipment are depreciated on a straight-line basis to write off the cost of the assets over the term of their estimated useful lives at the following principal annual rates: Motor vehicles 20% Office and operating equipment 10% /3% Furniture and fittings 10% - 20% Office renovation and electrical installation 10% - 20% Library books 20% (e) Investment in subsidiary companies Investment in subsidiary companies are held for long term purposes and are stated at cost/directors valuation based on the values of the underlying net tangible assets. The Company revalues its investment in subsidiary companies every five years or such shorter period as may be considered to be appropriate. 42 Surpluses arising from revaluation are dealt with in the investment revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase from the same investment. In all other cases, a decrease in the carrying amount is charged to the income statement. On the sale of a revalued investment, the portion of revaluation surplus pertaining to that investment will be realised and transferred to revenue reserves. The directors are of the opinion that the underlying net tangible assets of the subsidiary companies are no less than their fair values as at 31 December An allowance is made when the directors are of the view that there is a diminution in value which is other than temporary. (f) Research and development expenditure Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products or processes, is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the remuneration of staff directly involved in the development activities. Other development expenditure is recognised in the income statement as an expense as incurred. Capitalised development expenditure is amortised and recognised as an expense on a systematic basis so as to reflect the pattern in which the related economic benefits are recognised of 5 years.

47 (g) Inventories Inventories are stated at the lower of cost and net realisable value and are determined on a firstin-first-out basis. Cost includes the original purchase price plus incidentals in bringing these inventories to their present location and condition. (h) (i) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts and pledged deposits. Taxation The tax expense in the income statement represents taxation at current tax rates based on profit earned during the year. (j) Deferred taxation is provided on the liability method for all material timing differences except where no liability is expected to arise in the foreseeable future and there are no indications the timing differences will reverse thereafter. Deferred tax benefits are only recognised when there is a reasonable expectation of realisation in the near future. Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. 43 (ii) Financial statements of foreign operations The Group s foreign operations are not considered an integral part of the Company s operations. Accordingly, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Ringgit Malaysia at exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Ringgit Malaysia at average exchange rates applicable throughout the year. Foreign exchange differences arising on translation are recognised directly in equity.

48 The closing rates used in the translation of foreign currency monetary assets and liabilities and the financial statements of foreign operations are as follows: Chinese Renminbi US Dollar ( USD ) Thai Baht Indonesian Rupiah ( Rp ) N/A 1 Australian Dollar N/A 1 Pound Sterling N/A (k) Income recognition The Group recognises income from course fees over the period of the course. The Company recognises dividend income when the right to receive payment is established. Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset. 44 (l) Expenses (i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight line basis over the term of the lease. (ii) Finance cost All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest component of hire purchase payments is recognised in the income statement so as to give a constant periodic rate of interest on the outstanding liability at the end of each accounting period.

49

50 The title to the freehold land of a subsidiary company and the strata title to the buildings of another subsidiary company are in the process of being issued to these subsidiary companies. Construction-in-progress relates to costs incurred for the construction of hostel and office block. Revaluation Land, infrastructure and buildings are stated at directors valuation as disclosed in Note 1 (c) to the financial statements. Had the land, infrastructure and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets that would have been included in the financial statements at the end of the year are as follows: Freehold land 21,539,340 19,410,840 Long term leasehold land 1,144,046 1,175,786 Infrastructure and buildings 78,154,735 82,036, ,838, ,623,455 =========== =========== Security Certain property, plant and equipment of certain subsidiary companies with net book value of 179,987,920 ( ,455,600) are pledged to licensed banks as security for credit facilities granted to the Group (Note 9). Assets under hire purchase Included in the Group s property, plant and equipment at net book value, the following were purchased under hire purchase arrangements: Motor vehicles 1,464,136 1,570,227 Office and operating equipment 4,680,714 6,729,046 Furniture and fittings 2,046,715 2,410,338 8,191,565 10,709,611 =========== ===========

51 3. Investment in subsidiary companies Company Unquoted shares - At cost 1,099,996 99,996 - At directors valuation (Note 11.2) 77,077,934 77,077,934 78,177,930 77,177,930 =========== =========== 4. Development costs Cost Group 2001 Balance at 1 January/31 December 655,268 ======= Amortisation Balance at 1 January 247,304 Amortisation charge for the year 131,054 Balance at 31 December 378,358 ======= Net book value At 31 December ,910 ======= At 31 December ,964 ======= Amortisation charge for the year ended 31 December ,045 ======= Inventories Group Books 877, ,981 Stationery 175, ,140 Others 122, ,944 1,175,458 1,218,065 =========== =========== Books of 610,090 ( ,355) are carried at net realisable value.

52 6. Trade and other receivables Group Company Trade receivables 7,197,644 4,237,873 Less: Allowance for doubtful debts (39,365) (39,365) 7,158,279 4,198,508 Amount due from subsidiary companies 27,986,906 26,403,963 Other receivables, deposits and prepayments 17,024,903 12,690,926 97,991 61,368 24,183,182 16,889,434 28,084,897 26,465,331 ========== =========== =========== =========== Group Included in trade receivables is amount due from corporations in which certain directors have interest amounting to 1,114,722 ( ,884). 48 Included in other receivables, deposits and prepayments are the following: (i) (ii) (iii) (iv) 5,782,224 (2000-5,782,224) being deposit for the acquisition of 5,880,000 shares of Thai Baht 10 each, representing 49% of the total issued and paid-up share capital of St. Theresa Inti Development Co. Ltd. (formerly known as St. Theresa Professional Development Co. Ltd.), a private limited company incorporated in Thailand. 513,919 ( ,919) being amount paid to take up the options pursuant to the Option Agreement entered into between a subsidiary company and its minority shareholder to purchase two parcels of land for a total consideration of 51,391, ,898 ( ,898) being deposits for utilities and rental of campus paid to a minority shareholder of a subsidiary company. 5,233,339 (2000-1,725,508) being prepayment of tax made by the Group.

53 Company The amount due from subsidiary companies is unsecured, interest free except for an amount due from a subsidiary company of 700,000 ( Nil) which bears interest at 3.5% ( Nil) per annum, with no fixed term of repayment and relates to: Company Dividend receivable 5,112,000 5,112,000 Advances to 22,874,906 21,291,963 27,986,906 26,403,963 =========== =========== Included in other receivables, deposits and prepayments is an amount of 20,981 ( Nil) being prepayment of tax made by the Company. 7. Cash and cash equivalents Group Company Fixed deposits with licensed banks 14,261,930 15,512,582 3,579,555 3,631,620 Cash and bank balances 18,610,246 10,256,391 52,443 30,430 32,872,176 25,768,973 3,631,998 3,662,050 =========== =========== =========== =========== Group Fixed deposits of 3,937,000 (2000-1,885,000) are pledged to licensed banks for bank overdrafts, bank guarantee and other credit facilities granted to certain subsidiary companies Trade and other payables Group Company Trade payables 3,663,256 3,443,424 Other payables and accrued expenses 52,420,973 36,880, , ,648 Amount due to subsidiary companies 68, ,193 56,084,229 40,323, , ,841 =========== =========== =========== ===========

54 Group Included in other payables and accrued expenses are the following: (i) (ii) (iii) 31,378,964 ( ,309,838) being course fees received in advance. 2,833,699 (2000-2,702,603) being hostel rental received in advance. 6,929,403 (2000-7,680,887) being deposits received for course and rental of hostel. Company The amount due to subsidiary companies relates to trade. 9. Borrowings Current: Group Term loans - secured 7,468,645 7,652,856 Bank overdrafts - secured 2,481,591 5,945,525 - unsecured 1,752,989 Revolving credit - secured 5,000,000 Trust receipt - secured 1,481,359 Hire purchase liabilities 2,672,709 4,330,483 19,104,304 19,681,853 =========== =========== Non-current: Term loans - secured 18,174,306 25,356,371 Hire purchase liabilities 943,392 2,577,829 19,117,698 27,934,200 =========== ===========

55 Group Terms and debts repayment schedule Under Over 5 Total 1 year years years years 2001 Secured term loans - fixed at 1.50% to 2.50% above BLR ( % to 2.50% above BLR) 25,642,951 7,468,645 6,003,886 9,115,900 3,054,520 Secured overdrafts - variable at 1.00% % above BLR ( % to 2.25% above BLR) 2,481,591 2,481,591 Secured revolving credit - fixed at 4.60% ( Nil) 5,000,000 5,000,000 Secured trust receipt - fixed at 4.60% ( Nil) 1,481,359 1,481,359 - Hire purchase liabilities - fixed at 4.95% to 10.35% ( % to 10.35%) 3,616,101 2,672, ,895 88,497 38,222,002 19,104,304 6,858,781 9,204,397 3,054,520 ========= ========= ========= ========= ========= 2000 Secured term loans - fixed at 1.25% to 2.50% above BLR ( % to 2.50% above BLR) 33,009,227 7,652,856 7,532,177 12,180,675 5,643,519 Secured overdrafts - variable at 1.00% % above BLR ( % to 2.25% above BLR) 5,945,525 5,945,525 Unsecured overdrafts - variable at 1.00% to 2.25% above BLR ( % to 2.25% above BLR) 1,752,989 1,752,989 Hire purchase liabilities - fixed at 5.25% to 10.35% ( % to 10.35%) 6,908,312 4,330,483 2,193, ,225 47,616,053 19,681,853 9,725,781 12,564,900 5,643,519 ========= ========= ========= ========= ========= 51

56 Term loans The term loans of a subsidiary company amounting to 22,499,999 ( ,368,330) are secured as follows:- (i) (ii) One of the term loans in the previous year was secured by way of first and second principal charges against that subsidiary company s certain landed properties, bears interest at 1.25% ( %) per annum above the lender bank s base lending rate ( BLR ) and is repayable by three equal instalments of 66,667 each per annum commencing on 1 August This term loan was fully repaid during the year. The other term loans are secured by way of first and second principal charges against two pieces of freehold land belonging to other subsidiary companies and a corporate guarantee from the Company. These term loans bear interest at 1.50% ( % to 2.00%) per annum above the lender banks base lending rate and will be repayable by forty eight monthly instalments commencing September 1999 and thirty two quarterly instalments commencing on December 1999 and March 2000, respectively. 52 The term loan of another subsidiary company amounting to 2,073,926 (2000-2,365,813) is secured by way of a debenture for 6 million incorporating a fixed and floating charge over both the present and future assets of that subsidiary company, bears interest at 1.50% ( %) per annum above the lender bank s base lending rate and is repayable by one hundred and fifty six equal monthly instalments commencing upon full drawdown. A term loan granted to another subsidiary company amounting to 1,069,026 (2000-1,275,084) is secured by way of legal charges against that subsidiary company s property and a fixed deposit of 600,000 as well as a corporate guarantee from the Company. This term loan bears interest at 2.50% ( %) per annum above Bank Negara Malaysia ( BNM ) funding rate and will be repayable by seventy two instalments commencing on 28 January Bank overdrafts The bank overdrafts of subsidiary companies are secured by way of: (i) (ii) (iii) (iv) (v) (vi) negative pledge over all unencumbered assets, both present and future of a subsidiary company; debenture for 6 million incorporating a fixed and floating charge over both the present and future assets of a subsidiary company; first legal charge over a subsidiary company s landed properties; legal charges against a subsidiary company s property; fixed deposits of a subsidiary company; and corporate guarantee executed by the Company. The above bank overdrafts bear interest ranging from 1.00% to 2.00% ( % to 2.25%) per annum above lender banks base lending rate.

57 Revolving credit The revolving credit of a subsidiary company is secured by way of: (i) (ii) that subsidiary company s certain landed properties; and corporate guarantee executed by the Company. The revolving credit bears interest at 4.60% ( Nil) per annum. Trust receipt The trust receipt of a subsidiary company is secured by way of that subsidiary company s fixed deposits pledged of 2,900,000 ( Nil). The trust receipt bears interest at 4.60% ( Nil) per annum. Hire purchase liabilities Hire purchase liabilities are payable as follows: Payments Interest Principal Payments Interest Principal Less than one year 2,917, ,503 2,672,709 4,929, ,048 4,330,483 Between one and five years 1,076, , ,392 2,817, ,622 2,577,829 3,993, ,543 3,616,101 7,746, ,670 6,908,312 ========= ========= ========= ========= ========= ========= Share capital Group and Company Ordinary shares of 1.00 each: Authorised At 1 January 100,000,000 50,000,000 Increased during the year 50,000,000 At 31 December 100,000, ,000,000 =========== =========== Issued and fully paid-up At 1 January 63,000,006 19,990,002 Bonus issue on the basis of two (2) new ordinary shares of 1.00 each for every one (1) existing ordinary share held 39,980,004 Private placement of ordinary shares of 1.00 each 3,030,000 At 31 December 63,000,006 63,000,006 =========== ===========

58 11. Reserves 11.1 Capital reserve represents capitalisation of subsidiary companies retained profits for bonus issue Investment in subsidiary companies have been revalued based on the net tangible assets basis of the subsidiary companies at 31 December Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credits and tax exempt income to frank approximately 13,400,000 of its retained profits at 31 December 2001 if paid out as dividends. 12. Minority shareholders interests This consists of minority shareholders proportion of share capital and reserves of subsidiary companies. 13. Revenue 54 Group Revenue of the Group represents course fees, rental of hostels, sales of books, stationery, computer hardware and software and fees charged for management advisory, secretarial and information technology related services. Company Revenue of the Company represents gross dividend income from subsidiary company during the year.

59 14. Profit before taxation Profit before taxation is arrived at after crediting: Group Company Gross dividend income from unquoted subsidiary company 7,100,000 7,100,000 Gain on disposals of property, plant and equipment 28,644 47,444 Gain on foreign exchange - realised 2,300 Interest income from fixed deposits 669, ,061 91, ,433 Interest income from subsidiary companies 23,639 Rental income of premises 9,104,073 6,255,324 Exceptional item: Gain on disposal of a subsidiary company 40,979 ========= ========= ========= ========= and after charging: 55 Auditors remuneration: - Holding company s auditors 103,400 85,550 12,000 10,500 - Other auditors 3,132 9,000 Amortisation of development costs (Note 4) 131, ,045 Bad debts written off 51,000 Depreciation (Note 2) 13,889,336 11,327,189 Deferred expenditure written off 40,716 Company s directors: - Fees 506, , , ,000 - Remuneration 1,880,607 1,344,824 Hire purchase interest 680,293 1,107,808 Interest on bank overdrafts 689, ,554 Interest on trust receipt 6,547 Interest on term loans 2,335,635 3,117,016 Operating lease rental 331,148 - Property, plant and equipment written off 3,491 Rental expense of premises 4,370,396 3,585,105 ========= ========= ========= ========= The estimated monetary value of directors benefits-in-kind of the Group is 61,300 ( ,300).

60 15. Employee information Group Company Staff cost 60,031,727 50,126, , ,000 ========== ========== ========== ========== Included in Group s staff cost is an amount of Nil ( ,247) of which is capitalised as development costs and an amount of 308,458 ( ,684) of which is capitalised in constructionin-progress. The number of employees of the Group and of the Company (including directors) at the end of the year was 1,625 (2000-1,376) and 9 (2000-9) respectively. 16. Tax expense Group Company Current tax expense - current 4,793,130 5,518,023 2,009,491 2,036,559 - prior year 71,816 Deferred tax expense 4,740,483 3,617,738 9,533,613 9,207,577 2,009,491 2,036,559 ========== ========== ========= ========= The Group s effective tax rate is lower than the statutory tax rate due to the certain MSC- Status course fees income being exempted from tax under the Pioneer Status under the Section 4A of the Promotion of Investment (Amendment) Act, The Company s effective tax rate is higher than the statutory tax rate as only certain expenses are permitted pursuant to Section 60F of the Income Tax Act, Deferred taxation arising from the revaluation of certain properties of the Group amounting to 1,110,000 (2000-1,110,000) have not been provided for as the properties are held for long term use. Subject to agreement by the Inland Revenue Board, the Group has potential deferred tax benefits not taken up in the financial statements under the liability method in respect of the following items: Group Unutilised tax losses (5,297,000) (1,778,000) Other timing differences 1,340, ,000 ========== ==========

61 17. Earnings per ordinary share - Group The calculation of basic earnings per ordinary share is based on the net profit attributed to ordinary shareholders of 25,387,696 ( ,055,348) and on the weighted average number of ordinary shares outstanding during the year of 63,000,006 ( ,853,756). Weighted average number of ordinary shares Group Issued ordinary shares at beginning of year 63,000,006 19,990,002 Effect of bonus issue of ordinary shares in August ,980,004 Effect of private placement of ordinary shares in September ,750 Weighted average number of ordinary shares 63,000,006 60,853,756 =========== =========== 18. Dividends Group and Company Ordinary Interim paid: Nil (2000-5% per share less tax) 2,268,000 Final proposed: 10% per share less tax (2000-5% per share less tax) 4,536,000 2,268,000 4,536,000 4,536,000 =========== =========== 57 Proposed final dividend The proposed final dividend has not been accounted for in the financial statements. Dividends per ordinary share The calculation of dividends per ordinary share is based on the dividends for the financial year ended 31 December 2001 of 4,536,000 (2000-4,536,000) and the number of ordinary shares in issue during the year of 63,000,006 ( ,000,006).

62 19. Segmental information Segment information is presented in respect of the Group s business segments. The Group comprises the following main business segments: Education Trading and software development Seminar and secretarial services Property and investment holding Managing colleges for higher education Trading in books, stationery and computers, development of software and provision of information technology related services Provision of seminar, corporate consultancy, management advisory, counselling and secretarial services. Property and investment holding. The inter-segment transactions have been entered into in the normal course of business and have been established under negotiated terms. 58 Segment results, assets and liabilities include items directly attributable to a segment. The Group operates predominantly in Malaysia and accordingly, information by geographical location on the Group operations is not presented.

63 59

64 20. Contingent liabilities (unsecured) Group Litigation A claim for 1,322,584 (2000-1,322,584) has been brought against one of the subsidiary companies for alleged failure to comply with a contractual tenancy agreement. The directors and the legal advisors of the subsidiary company are of the opinion that this claim is excessive, devoid of substantive grounds and are resisting the claim. Company Guarantees relating to borrowings of subsidiary companies - amount of borrowings outstanding 31,052,383 36,588,940 ========== ========== - gross amount 45,569,026 47,643,414 ========== ========== 21. Operating lease 60 Leases as lessee Total future minimum lease payments under non-cancellable operating leases are as follows: Group Less than one year 901,632 Between one and five years 1,482,775 2,384,407 =========== =========== 22. Capital commitments Group Property, plant and equipment Contracted but not provided for in the financial statements 62,649,769 62,209,934 =========== ===========

65 23. Holding company The holding and ultimate holding company is Inti Supreme Holdings Sdn. Bhd., a company incorporated in Malaysia. 24. Related parties Controlling related party relationship are as follows: i) The holding company as disclosed in Note 23. ii) Its subsidiary companies as disclosed in Note 25. Significant transactions with related parties other than those disclosed elsewhere in the financial statements are as follows: With a company in which certain directors of a subsidiary company, namely Mr. Tan Tiong Tan Chung Liang and Mr. Nobel Pang Paul Gen have interest: Group Malitnet Info-Sys Sdn. Bhd. Purchase of computer software and hardware 157,419 1,205,429 ========= ========= With a minority shareholder of a subsidiary company Worldwide Ventures Sdn. Bhd. Rental expense of campus 2,919,592 2,432,993 ========= ========= The directors are of the opinion that the above transactions have been entered into in the normal course of business and have been established under negotiated terms.

66 25. Companies in the Group The principal activities of the companies in the Group, all incorporated in Malaysia except for P.T. Inti College Indonesia which is incorporated in Indonesia, and the interest of Inti Universal Holdings Berhad are shown below:- Effective Interest Company Principal activities Inti Higher Learning Centre 100% 100% Managing a college for higher Sdn. Bhd. education and its subsidiary companies Inti College Malaysia Sdn. 100% 100% Managing a college for higher Bhd. education Inti Management Services 100% 100% Provision of corporate consultancy Sdn. Bhd. and management advisory Inti Education Counselling 100% 100% Provision of seminar and counselling Centre Sdn. Bhd. services 62 IITC Sdn. Bhd. 66.3% 66.3% Trading in computers, development of and its subsidiary companies software and provision of information technology related services Multimedia Web Services 66.3% 66.3% Dormant Sdn. Bhd. E-Lutions Technologies 66.3% 66.3% Dormant Sdn. Bhd. (formerly known as Sunrise Digital Sdn. Bhd.) I-Lead Dot Com Sdn. Bhd. 66.3% 66.3% Dormant Inti Publishing House Sdn. 100% 100% Trading in books and stationery and Bhd. provision of publication services Inti Construction Sdn. Bhd. 100% 100% Undertaking of construction contracts Inti Assets Holdings Sdn. Bhd. 100% 100% Property holding Mobicrest Sdn. Bhd. 100% 100% Main tenant Intinet Ventures Sdn. Bhd. 100% 100% Dormant

67 Effective Interest Company Principal activities Inti Education Sdn. Bhd. 100% 100% Investment holding and its subsidiary companies Inti IABS Sdn. Bhd. 51% 51% Managing a college for higher and its subsidiary company education P.T. Inti College Indonesia* 30.6% Managing a college for higher education Inti Kinabalu Sdn. Bhd. 62.5% 62.5% Managing a college for higher education Inti International College 70% 70% Managing a college for higher Penang Sdn. Bhd. education Angkanamas Sdn. Bhd. 100% Dormant Inti Asset Management Sdn. 100% 100% Property holding and managing Bhd. and its subsidiary an accommodation hostel companies 63 PIETC Holdings Sdn. Bhd. 51% 51% Property and investment holding Erti Utama Sdn. Bhd. 100% Property and investment holding Inti Instruments (M) Sdn. Bhd.** 100% 100% Dormant * Not audited by KPMG. ** During the year, the entire equity interest of Inti Instruments (M) Sdn. Bhd. was transferred to the Company from Inti Higher Learning Centre Sdn. Bhd. for a total cash consideration of 2. Subsequently, the issued and paid-up share capital of Inti Instruments (M) Sdn. Bhd. was increased from 2 to 1,000,000 for 1 each, of which the Company subscribed all the shares issued.

68 26. Acquisitions and disposal of subsidiary companies Acquisitions i) During the year, Inti IABS Sdn. Bhd. paid 359,153 in cash to subscribe for 60% equity interest in P.T. Inti College Indonesia, a newly set up company which is incorporated in Indonesia. The subsidiary company incurred net loss of 310,900 to the Group s net profit for the year ended 31 December During the year, Inti Education Sdn. Bhd. paid 2 in cash to subscribe for the entire equity interest in Angkanamas Sdn. Bhd., a newly set up company which is incorporated in Malaysia. The subsidiary company has not commenced its operations. During the year, Inti Asset Management Sdn. Bhd. paid 2 in cash to subscribe for the entire equity interest in Erti Utama Sdn. Bhd., a newly set up company which is incorporated in Malaysia. The subsidiary company incurred net loss of 114,107 to the Group s net profit for the year ended 31 December ii) In the previous year, Inti Education Sdn. Bhd. paid 2,100,000 in cash to subscribe for 70% equity interest in Inti International College Penang Sdn. Bhd., a newly set up company which was incorporated in Malaysia. The subsidiary company incurred net loss of 1,935,530 to the Group s net profit for the year ended 31 December In the previous year, Inti Asset Management Sdn. Bhd. paid 306,000 in cash to subscribe for 51% equity interest in PIETC Holdings Sdn. Bhd., a newly set up company which was incorporated in Malaysia. The subsidiary company incurred net loss of 792 to the Group s net profit for the year ended 31 December In the previous year, IITC Sdn. Bhd. paid 2 in cash to subscribe for the entire equity interest in I-Lead Dot Com Sdn. Bhd., a newly set up company which was incorporated in Malaysia. The subsidiary company has not commenced its operations. Disposal i) In the previous year, the Group disposed of Inti Information Technology Centre (Penang) Sdn. Bhd. The subsidiary company incurred net loss of 49,034 to the Group s net profit for the year ended 31 December 1999 and net loss of 42,207 for the period up to the date of its disposal. The above acquisitions and disposal are accounted for using the acquisition method of accounting. The effects of acquisitions and disposal are disclosed in the notes to the Group cash flow statement. 27. Event subsequent to the balance sheet date Subsequent to the year end, the Company had submitted a proposal on the establishment of an employees share option scheme ( Proposed ESOS ) to the Securities Commission. At the date of this report, the Proposed ESOS has been approved by the Securities Commission. The completion of the Proposed ESOS is however pending approval from the Kuala Lumpur Stock Exchange and the shareholders at the forthcoming general meeting.

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72 ANALYSIS OF SHAREHOLDINGS Authorised Share Capital : 100,000,000 Issued And Fully Paid -Up Share Capital : 63,000,006 Class of Share : Ordinary Share of 1.00 each. Voting Right : One voting right for one ordinary share. DISTRIBUTION OF SHAREHOLDERS AS AT 29 MARCH 2002 Holdings No. of holders Total holdings % Less than 1, ,000-10,000 1,047 3,849, , , ,530, ,001 to less than 5% of issued shares 55 20,869, % and above of issued shares 1 30,751, Total 1,363 63,000, ========== ========== ========== TOP THIRTY SHAREHOLDERS AS AT 29 MARCH 2002 Name Shareholdings % Inti Supreme Holdings Sdn Bhd 30,751, Inti Supreme Holdings Sdn Bhd 2,248, HSBC Nominees (Tempatan) Sdn Bhd - HSBC (M) Trustee Bhd for OSK-UOB Small Cap Opportunity Unit 1,425, HDM Nominees (Tempatan) Sdn Bhd - Pledged securities account for Kemurni Development Sdn Bhd 1,345, Mayban Nominees (Tempatan) Sdn Bhd - Mayban Trustees Berhad for Kuala Lumpur Ittikal Fund (N ) 1,311, Ruby Technique Sdn Bhd 1,142, Arab-Malaysian Nominees (Tempatan) Sdn Bhd - Arab-Malaysian Trustee Bhd for HLB Penny Stock Fund (5/4-3) 970, Yeoh Ah Tu 807, Hanlow Holdings Sdn Bhd 768, Mayban Nominees (Tempatan) Sdn Bhd - Pledged securities account for Tan Yew Sing ( ) 684, Ter Leong Hing 657, Amanah Raya Nominees - Kuala Lumpur Smallcap Fund 556, Hong Leong Finance Berhad - Pledged securities account for Ahmad Azizuddin Bin Haji Zainal Abidin 553, SBBAM Nominees (Tempatan) Sdn Bhd 526, Kemurni Development Sdn Bhd 505,

73 16. Arab-Malaysian Finance Berhad - Pledged securities account for Mohd Karim Bin Abdullah Omar (Smart) 454, Mayban Nominees (Tempatan) Sdn Bhd - Mayban Trustees Berhad for Kuala Lumpur Industry Fund (N ) 381, Choi Yoke Lan 348, Capital Dynamics Asset Management Sdn Bhd 300, SBBAM Nominees (Tempatan) Sdn Bhd 283, Mayban Nominees (Tempatan) Sdn Bhd - Mayban Trustees Berhad for Kuala Lumpur Aggressive Growth Fund (N ) 271, Mayban Nominees (Tempatan) Sdn Bhd - Capital Dynamics Asset Management Sdn Bhd for KESM Industries Berhad (CDAM ) 270, Amsec Nominees (Tempatan) Sdn Bhd - Pledged securities account for Sulaiman Bin Rahmad 262, Syarikat Padubumi Sdn Bhd 249, Tan Teng Boo 203, Mayban Nominees (Tempatan) Sdn Bhd - Mayban Trustees Berhad for Saham Amanah Sabah (ACC ) 200, Mayban Nominees (Tempatan) Sdn Bhd - Capital Dynamics Asset Management Sdn Bhd for Cement Industries (Sabah) Sdn Bhd (CDAM ) 190, Employees Provident Fund Board 187, Blace Teo Swee Cheng 180, Leu Liew Yong Choy 175, LIST OF SUBSTANTIAL SHAREHOLDERS (EXCLUDING BARE TRUSTEES) AS AT 29 MARCH 2002 Ordinary shares of 1.00 each Direct interest Indirect interest No. % No. % Inti Supreme Holdings Sdn Bhd 33,000, Handaria Sdn Bhd ,850, Hanlow Holdings Sdn Bhd 768, ,000, Kemurni Development Sdn Bhd 1,850, ,000, Low Han Sin ,776, Low Sik Thong ,786, Lee Kim Lee Moy Moy ,768, Low Hun Kiat ,768, Low Hun Ngee ,768, Low Soo Fern 18, ,768, Tan Yew Sing 684, ,975, Teh Siew Lan 125, ,850,

74 DIRECTORS INTEREST IN THE COMPANY AND ITS RELATED CORPORATIONS (EXCLUDING WHOLLY-OWNED SUBSIDIARIES) AS AT 29 MARCH 2002 Ordinary shares of 1.00 each Direct interest Indirect interest No. % No. % Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Inti Supreme Holdings Sdn Bhd - - 3, Tan Yew Sing Inti Supreme Holdings Sdn Bhd 16, , Inti Universal Holdings Berhad 684, ,975, IITC Sdn Bhd - - 1,325, Inti IABS Sdn Bhd - - 1,020, Inti Kinabalu Sdn Bhd - - 1,250, Inti International College Penang Sdn Bhd - - 2,100, PIETC Holdings Sdn Bhd , P.T. Inti College Indonesia - - *9, Chia Song Kun Inti Supreme Holdings Sdn Bhd 3, Dato Haji Dol bin Ramli Inti Supreme Holdings Sdn Bhd Inti Universal Holdings Berhad 48, Dr. Lee Fah Lee Fah Onn Inti Supreme Holdings Sdn Bhd 4, Inti Universal Holdings Berhad 15, , Low Han Sin Inti Supreme Holdings Sdn Bhd , Inti Universal Holdings Berhad ,774, IITC Sdn Bhd - - 1,325, Inti IABS Sdn Bhd - - 1,020, Inti Kinabalu Sdn Bhd - - 1,250, Inti International College Penang Sdn Bhd - - 2,100, PIETC Holdings Sdn Bhd , P.T. Inti College Indonesia - - *9, Low Sik Thong Inti Supreme Holdings Sdn Bhd , Inti Universal Holdings Berhad ,786, IITC Sdn Bhd - - 1,325, Inti IABS Sdn Bhd - - 1,020, Inti Kinabalu Sdn Bhd - - 1,250, Inti International College Penang Sdn Bhd - - 2,100, PIETC Holdings Sdn Bhd , P.T. Inti College Indonesia - - *9, Teng Choon Kwang Inti Supreme Holdings Sdn Bhd 1, , IITC Sdn Bhd 450, * Nominal value of Rp96,000 per share.

75 PR OX Y FO I/We of... being a member of INTI UNIVERSAL HOLDINGS BERHAD ( the Company ), hereby appoint of or failing *him / her of as *my/our proxy to vote for *me/us and on *my/our behalf at the Annual General Meeting of the Company to be held at the Ivory 11, Holiday Villa, 9 Jalan SS 12/1, Subang Jaya, Petaling Jaya, Selangor Darul Ehsan on Wednesday, 15 th May 2002 at 9.30 a.m. or and at any adjournment thereof. Please indicate the manner in which you wish your votes should be cast with an X in the appropriate spaces below. Unless voting instructions are specified herein, the proxy will vote or abstain from voting as he/she thinks fit. No. Ordinary Resolutions For Against 1. Receive the Audited Financial Statements 2. Payments of Directors fees 3. Payment of a Final Dividend Re-election of Directors retiring under Article 94(1):- 4. Tan Yew Sing 5. Lee Fah Lee Fah Onn 6. Low Han Sin 7. To re-elect Boh Boon Chiang who is retiring pursuant to Article 101 Re-election of Directors retiring under Section 129:- 8. Tan Sri Dato Dr. Haji Abdul Majid bin Ismail 9. Dato Haji Dol bin Ramli 10. Re-appoint KPMG as Auditors 11. Authorise Directors to issue shares up to 10% of issued capital Section 132D No. of shares held Signature (If shareholder is a Corporation, this part should be executed under seal) Notes: 1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company. 2. Where a member appoints two or more proxies, the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. 3. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority or his attorney, and in the case of a corporation either under its Common Seal or signed by its attorney or by an officer on behalf of the Corporation. Such instrument shall be deposited at the Registrar Office of the Company, Bina Management (M) Sdn. Bhd., Lot 10, The Highway Centre, Jalan 51/205, Petaling Jaya, Selangor Darul Ehsan, not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting, as the case may be, at which the person named as proxy in such instrument proposes to vote, or in the case of a poll, not less than twenty four (24) hours before the time appointed for the taking of the poll, and in default the instrument shall not be treated as valid.

76 first fold Registrar Of INTI UNIVERSAL HOLDINGS BERHAD (Company No: P) C/o Bina Management (M) Sdn. Bhd. Lot 10, The Highway Centre Jalan 51/205, Petaling Jaya, Selangor Darul Ehsan. second fold

77 Untuk kegunaan BSKL: Nombor rujukan:... Tarikh diterima:... Pengawai bertugas:... Tarikh mula berhubung dengan individu yang membuat aduan:... Status selepas 14 hari: Selesai Dalam perhatian Butir-butir lanjut: Sila hubungi: Jabatan Komunikasi Kumpulan Bursa Saham Kuala Lumpur Exchange Square, Bukit Kewangan Kuala Lumpur Telefon: (03) Faks: (03) BURSA SAHAM KUALA LUMPUR ADUAN TERHADAP SYARIKAT AWAM TERSENARAI

78 Borang ini bertujuan memudahkan para pelabur membuat aduan kepada BSKL, terhadap Syarikat Awam Tersenarai di Malaysia. Para pelabur adalah digalakkan menyelesaikan sebarang kemusykilan secara terus dengan Syarikat Awam Tersenarai berkenaan terlebih dahulu. S: Bila anda boleh membuat aduan? J: Apabila terdapat masalah: Aduan terhadap Syarikat Awam Tersenarai boleh dibuat dalam situasi seperti berikut: Pendedahan maklumat yang mengelirukan/tidak tepat/tidak lengkap; Kegagalan mendedahkan maklumat penting dalam penyata kewangan atau laporan tahunan; Tiadanya tindakan, atau tindakan diambil boleh menjejaskan kepentingan pemegang saham; Pengarah Syarikat Awam Tersenarai; Pengurusan Syarikat Awam Tersenarai; Pendaftar Saham Syarikat Awam Tersenarai; Lain-lain (sila nyatakan) S: Apakah yang perlu dilakukan untuk membuat aduan? J: Caranya ringkas. Sebaliknya, aduan bertulis dihantar kepada BSKL untuk lebih jelas. Anda boleh mengambil langkah yang berikut untuk mengemukakan aduan kepada BSKL? Pos Borang Aduan yang dilampirkan kepada BSKL; atau Faks Borang Aduan ke talian S: Apakah tindakan BSKL terhadap aduan yang dibuat? J: BSKL akan segera menangani hal tersebut dan akan menghubungi pihak yang membuat aduan dalam masa 14 hari dari tarikh penerimaan aduan. Butir-Butir Individu Yang Membuat Aduan Nama:... Nombor Kad Pengenalan:... Nombor CDS:... Alamat: Nombor Telefon: Rumah... Pejabat... T/Bimbit... Butir-Butir Syarikat Awam Tersenarai Nama Syarikat:... Alamat:... Butir-Butir Aduan Pernahkan anda cuba untuk menyelesaikan aduan ini dengan Syarikat Awam Tersenarai yang berkenaan? Ya Tidak Jika ada, sila nyatakan nama kakitangan di syarikat tersebut yang telah anda hubungi serta jabatannya.... Jenis Aduan Pendedahan maklumat yang mengelirukan/tidak tepat/ tidak lengkap; Kegagalan mendedahkan maklumat penting dalam penyata kewangan atau laporan tahunan; Tiadanya tindakan, atau tindakan diambil boleh menjejaskan kepentingan pemegang saham; Pengarah Syarikat Awam Tersenarai; Pengurusan Syarikat Awam Tersenarai; Pendaftar Saham Syarikat Awam Tersenarai; Lain-lain (sila nyatakan) Jika lain-lain, sila nyatakan: ADUAN SAYA ADALAH SEPERTI BERIKUT (Sila berikan butir-butir terperinci secara kronologi-mengikut tarikh). Anda boleh menaipkan nota tambahan dalam kertas yang berasingan Tandatangan:... Tarikh:...

79 For KLSE s use: Ref. No:... Date received:... Officer in charge:... Date of first contact with complainant:... Status after 14 days: Resolved Pending Details: Contact Details: Group Communications Division Kuala Lumpur Stock Exchange Exchange Square, Bukit Kewangan Kuala Lumpur Tel: (03) Fax: (03) KUALA LUMPUR STOCK EXCHANGE COMPLAINT AGAINST PUBLIC LISTED COMPANY