Table 1
Summary of the Proposed Capital Reduction and Consolidation






Table 2
Principal Terms of the Warrants


Principal Terms of RCSLS-A




Principal Terms of RCSLS-A-1



Principal Terms of RCSLS-B




Principal Terms of RCSLS-C

Principal Terms of ICULS






Table 3
Proposed Utilisation of Proceeds






Table 4
Share Capital






Table 5
NTA


Notes:

Proforma I : After Proposed Rationalisation

Proforma II : After Proforma I and Proposed Capital Reduction and Capital Consolidation

Proforma III : After Proforma II and Proposed Rights Issue

Proforma IV : After Proforma III and Proposed Debt Restructuring

Proforma V : After Proforma IV and assuming full exercise / conversion of Warrants and ICULS based on the exercise / conversion price of RM1.00 per share (all Warrants and ICULS are assumed to be offered to the minority shareholders of KHB pursuant to the Proposed Offer for Sale)

Proforma VI : After Proforma V and assuming full conversion of RCSLS based on the conversion price of RM1.00 per share

* Assuming that all the ICULS and Warrants will be converted / exercised at RM1.00 per share.
** After deducting estimated expenses relating to the Proposals of approximately RM3 million.
1 Modified to include the following:

(a) interest accrued on borrowings for the period from 1 January 2001 to 30 September 2001 to be consistent with the Proposed Debt Resturcturing; and
(b) realisation of revaluation reserve on a prior disposal of a subsidiary company.

Table 6
Substantial Shareholding Structure


Scenario I

Scenario II

Notes:
1. Deemed interested by virtue of his substantial shareholdings in Santraprise Sdn Bhd.
2. Deemed interested by virtue of his substantial shareholdings in Seah Tee Sui Sdn Bhd and Khai Leang Sdn Bhd




Table 7
Gearing