HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to the course of action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever
for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
Circular.
HARN LEN CORPORATION BHD
(INCORPORATED IN MALAYSIA - Co. No. 502606-H)
CIRCULAR TO SHAREHOLDERS
in relation to
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE
FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR
TRADING NATURE
The Notice of the 8th Annual General Meeting to be held at Merdeka Room, Ground Floor, Johor
Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim at 11.30 a.m. on Thursday, 26 June
The Form of Proxy should be lodged at the registered office of the Company at 6 th 2008 together with the Form of Proxy are set out in the Annual Report enclosed with this Circular.
Floor, Johor
Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta'zim not less than 48 hours before the
time stipulated for holding the meeting. The last day and time for lodging the Form of Proxy is on
Tuesday, 24 June 2008 at 11.30 a.m.
This Circular is dated 3 June 2008

DEFINITIONS
Except where the context otherwise requires, the following definitions apply throughout this Circular:
Act - The Companies Act 1965
AGM - Annual General Meeting
Board - The Board of Directors of Harn Len
Bursa Malaysia - Bursa Malaysia Securities Berhad
EGM - Extraordinary General Meeting
FFB - Fresh fruit bunches
Harn Len/ the Company - Harn Len Corporation Bhd (Co. No. 502606-H)
Harn Len Group/ the Group - Harn Len and its subsidiary companies collectively
Listing Requirements - Bursa Malaysia Listing Requirements including any
amendment thereto that may be made from time to
time.
LNHSB - Low Nam Hui & Sons Sdn Bhd (Co.No. 10067-V)
LNH Enterprise - LNH Enterprise Sdn Bhd (Co. No. 323309-K)
NTA - Net tangible assets
PLNHSB - Pengangkutan Low Nam Hui Sdn Bhd
(Co. No. 210109-A)
Proposed Shareholders’ Mandate - Proposed renewal of shareholders’ mandate for
recurrent related party transactions of a revenue or
trading nature which are necessary for the day-to-day
operations and are in the ordinary course of business
of the Group
SCSB - Seri Cemerlang Plantation (Pahang) Sdn Bhd
(Co. No. 452166-U)

CONTENTS
CIRCULAR LETTER TO THE SHAREHOLDERS ON:-
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1.0 Introduction 1
2.0 Proposed Shareholders’ Mandate 2
2.1 Class of Recurrent Related Party Transactions 3
2.2 Nature of Recurrent Related Party Transactions 6
2.3 Rationale 7
2.4 Benefits 8
2.5 Review Procedures 8
2.6 Statement by Audit Committee 10
3.0 Directors’ and Major Shareholders’ Interests 10
4.0 Directors’ Recommendation 11
5.0 General Meeting 11
6.0 Further Information 11
APPENDIX General Information 12

HARN LEN CORPORATION BHD
(Incorporated in Malaysia - Co. No. 502606-H)
1
Registered Office :-
6 th Floor, Johor Tower
15 Jalan Gereja
80100 Johor Bahru
Johor Darul Ta’zim
3 June 2008
Board of Directors :-
Tan Sri Dato’ Low Nam Hui (Executive Chairman)
Low Quek Kiong (Executive Director)
Low Kueck Shin (Executive Director)
Low Kwek Lee (Executive Director)
Low Kuek Kong (Executive Director)
Lee Chon Sing (Executive Director)
Law Piang Woon (Independent Non-Executive Director)
Loh Wann Yuan (Independent Non-Executive Director)
Brig. Jen. (B) Dato’ Ali bin Hj Musa (Independent Non-Executive Director)
To : The Shareholders of Harn Len Corporation Bhd
Dear Sir/Madam
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1.0 INTRODUCTION
At the AGM held on 15 June 2007, Harn Len obtained a renewal of the shareholders’
mandate in respect of recurrent related party transactions of a revenue or trading nature under
paragraph 10.09 of the Listing Requirements. Pursuant to the Listing Requirements, the
shareholders’ mandate will expire at the conclusion of the next AGM of the company
following the AGM at which the shareholders’ mandate is passed, unless by a resolution
passed at the meeting, the authority is renewed. On 18 March 2008, Harn Len announced its
intention to seek shareholders’ approval for the resolutions to be tabled at the forthcoming
AGM.
The purpose of this Circular is to set out details of the Proposed Shareholders’ Mandate and
to seek shareholders’ approval for the resolutions to be tabled at the forthcoming AGM.

2.0 PROPOSED SHAREHOLDERS’ MANDATE
Under Paragraph 10.09 of the Listing Requirements, a listed issuer may seek a shareholders’
mandate in respect of related party transactions involving recurrent transactions of a revenue
or trading nature which are necessary for its day-to-day operations subject to the following:-
i) the transactions are in the ordinary course of business and are on terms not more
favourable to the related party than those generally available to the public;
ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the
annual report of the aggregate value of transactions conducted pursuant to the
shareholders’ mandate during the financial year; and
iii) interested directors, major shareholders and interested persons connected with a
director or major shareholder and where it involves the interest of an interested
person connected with a director or major shareholder, such director or major
shareholder, must not vote on the resolution approving the transactions. An interested
director or interested major shareholder must also ensure that persons connected with
him abstain from voting on the resolution approving the transactions.
Pursuant to Practice Note No.12/2001, a listed issuer with a paid-up capital in excess of
RM60 million must make an immediate announcement of a recurrent related party transaction
if:-
i) the consideration, value of the assets, capital outlay or costs of the recurrent related
party transaction is equal to or exceeds RM1 million; or
ii) the percentage ratio of such recurrent related party transaction is equal to or exceeds
1.0%;
whichever is the higher.
Harn Len is principally an investment holding and property investment company and is also
involved in the cultivation of oil palm and the processing of FFB. Its subsidiaries are also
involved in the cultivation of oil palm.
It is anticipated that the Group would, in the ordinary course of business, enter into the related
party transactions as mentioned above and which are detailed in Section 2.2 below. It is likely
that such transactions will occur with some degree of frequency and could arise at any time.
In view of the time-sensitive and frequent nature of such related party transactions, the Board
is seeking shareholders’ approval for the Proposed Shareholders’ Mandate for the Group to
enter into transactions in the normal course of business within the class of related parties set
out in Section 2.1 below, provided such transactions are entered into at arm’s length and on
normal commercial terms which are not more favourable to the related party than those
generally available to the public and which will not be to the detriment of the minority
shareholders. The related party transactions will also be subject to the review procedures set
out in Section 2.5 below.
The Proposed Shareholders’ Mandate will take effect from the date the Ordinary Resolutions
are passed by the shareholders at the forthcoming AGM and remain in effect until:-
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i) the conclusion of the next AGM of the Company following the general meeting at
which the Proposed Shareholders’ Mandate is passed, at which time it will lapse,
unless by a resolution passed at the meeting, the authority is renewed;
ii) the expiration of the period within which the next AGM after that date is required to
be held pursuant to section 143(1) of the Companies Act 1965 but shall not extend to
such extension as may be allowed pursuant to section 143(2) of the Companies Act
1965; or
iii) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier.
2.1 Class of Recurrent Related Party Transactions
The Proposed Shareholders’ Mandate will apply to transactions with SCSB and
PLNHSB, both of which are companies in which directors and major shareholders of
Harn Len and persons connected to them have an interest.
SCSB is wholly-owned by LNH Enterprise, a company in which directors and major
shareholders of Harn Len and persons connected to them have an interest. The direct
and indirect interests of interested directors and major shareholders of Harn Len and
persons connected to them in SCSB as at 5 May 2008 are as follows:-
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Interested Directors/ Major
Shareholders
Tan Sri Dato’ Low Nam Hui 2,999,996 99.96 4 (1) 0.4
Low Quek Kiong 1 0.1 2,999,999 (2) 99.99
Low Kueck Shin - - 2,999,999 (2) 99.99
Low Kwek Lee - - 2,999,999 (2) 99.99
(1) Deemed interest by virtue of the interest of his children in LNH Enterprise.
(2) Deemed interest by virtue of the interests of his father and siblings in LNH Enterprise.
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Persons connected to Interested
Directors and Major Shareholders
Dato’ Liew Kuek Hin 1 0.1 2,999,999* 99.99
* Deemed interest by virtue of the interests of his father and siblings in LNH Enterprise.
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PLNHSB is a wholly-owned subsidiary of LNHSB. The direct and indirect interests
of interested directors and/or major shareholders of Harn Len and persons connected
to them in LNHSB as at 5 May 2008 are as follows:-
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Interested Directors and Major
Shareholders
Tan Sri Dato’ Low Nam Hui - - 26,558,588* 10.90
Low Quek Kiong 24,372,392 10.0 - -
Low Kueck Shin 24,372,392 10.0 - -
Low Kwek Lee 24,372,392 10.0 - -
Low Kuek Kong 24,372,392 10.0 - -
* Deemed interest by virtue of the shareholdings of his wife.
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Persons connected to Interested
Directors and Major Shareholders
Puan Sri Datin Chan Pui Leorn 26,558,588 10.90 - -
Low Kok Yong 5,000,000 2.05 - -
Low Kok Yaow 5,000,000 2.05 - -
LNH (C&E) Sdn Bhd 109,675,764 45.00 - -
The direct and indirect interests of interested directors and major shareholders in Harn
Len and persons connected to them in Harn Len as at 5 May 2008 are as follows:-
Interested Directors and Major
Shareholders
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Tan Sri Dato’ Low Nam Hui - - 61,703,696 (1) 33.27
Low Quek Kiong 20,000 0.01 114,507,245 (2)
61.74
Low Kueck Shin - - 114,527,245 (3) 61.75
Low Kwek Lee - - 114,527,245 (3) 61.75
Low Kuek Kong - - 114,527,245 (3)
61.75
Notes:-
(1) By virtue of his interests in LNH Enterprise, Yong Yaow Properties Sdn Bhd and SCSB and the
shares held by his children, Low Quek Kiong and Low Kok Yong pursuant to Section 6A of the
Act.
(2) By virtue of his interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, LNH Enterprise and SCSB and the
shares held by his sibling, Low Kok Yong pursuant to Section 6A of the Act.
4

(3) By virtue of his interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, LNH Enterprise and SCSB and the
shares held by his siblings, Low Quek Kiong and Low Kok Yong pursuant to Section 6A of the
Act.
Persons connected to Interested
Directors and Major Shareholders
Direct % Indirect %
No. of shares No. of shares
of RM1.00 each of RM1.00 each
Puan Sri Datin Chan Pui Leorn - - 119,562,045 (1) 64.46
Dato’ Liew Kuek Hin - - 114,507,245 (2)
61.75
Low Kuit Son - - 114,527,245 (3)
61.75
Low Kok Yong 110,000 0.06 114,417,245 (4)
61.69
Low Kok Yaow - - 114,527,245 (3)
61.75
LNH (C&E) Sdn Bhd - - 57,858,349 (5)
31.19
LNHSB 807,022 0.44 57,051,327 (6) 30.76
Lian Hup Manufacturing
Company Sdn Berhad
Syarikat Senang Oil Palm
26,353,830 14.21 - -
Estate Sdn Bhd 30,513,830 16.45 - -
LNH Enterprise 47,808,896 25.78 8,730,000 (7) 4.71
Notes :
(1) By virtue of her interests in LNH Enterprise, Lian Hup Manufacturing Sdn Berhad, Syarikat
Senang Oil Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, Yong Yaow Properties
Sdn Bhd and SCSB and the shares held by her children, Low Quek Kiong and Low Kok Yong
pursuant to Section 6A of the Act.
(2) By virtue of his interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, LNH Enterprise and SCSB and the
shares held by his siblings, Low Quek Kiong and Low Kok Yong pursuant to Section 6A of the
Act. The status of some of Dato’ Liew’s indirect shareholdings in Harn Len are the subject of a
legal action vide Johor Bahru High Court Suit No.MT4-22-843-2005.
(3) By virtue of his interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang
Oil Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, LNH Enterprise and SCSB and
the shares held by his siblings, Low Quek Kiong and Low Kok Yong pursuant to Section 6A of
the Act.
(4) By virtue of his interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang
Oil Palm Estate Sdn Bhd, Perdana Properties Berhad, LNHSB, LNH Enterprise and SCSB and
the shares held by his sibling, Low Quek Kiong pursuant to Section 6A of the Act.
(5) By virtue of its interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang
Oil Palm Estate Sdn Bhd, Perdana Properties Berhad and LNHSB pursuant to Section 6A of
the Act.
(6) By virtue of its interests in Lian Hup Manufacturing Company Sdn Berhad, Syarikat Senang Oil
Palm Estate Sdn Bhd and Perdana Properties Berhad pursuant to Section 6A of the Act.
(7) By virtue of its interests in SCSB pursuant to Section 6A of the Act.
5

2.2 Nature of Recurrent Related Party Transactions
The Proposed Shareholders’ Mandate will apply to the following transactions:-
i) purchases by Harn Len of FFB from the oil palm plantations owned by SCSB;
and
ii)
payment of transportation charges by Harn Len to PLNHSB for the
transportation of FFB to the oil mill, crude palm oil and palm kernel to buyers,
and fertilizer from suppliers to the plantations owned by Harn Len Group.
SCSB principally involved in the cultivation of oil palm and PLNHSB is involved in
the provision of transport and workshop services.
The transactions between Harn Len and SCSB involve the purchase of FFB by Harn
Len from oil palm estates operated by SCSB. The FFB will be used as raw materials
for processing at Harn Len’s palm oil mill.
The projected annual transaction values from 26 June 2008, the date of the AGM, to
the next AGM of Harn Len for the purposes of the Proposed Shareholders’ Mandate
is as follows:-
Company Related party Transaction Estimated annual
value
RM’000
Harn Len SCSB Purchases by Harn Len
of FFB
31,200*
Harn Len PLNHSB Payment by Harn Len
for transport charges
1,300
* The basis of the estimated annual value is based on management forecasts after taking
into account projected average prices for crude palm oil and FFB over the relevant
period.
The transaction values for the financial year ended 31 December 2007 is as follows:-
Company Related party Transaction Actual annual
value
RM’000
Harn Len SCSB Purchases by Harn Len 24,695
of FFB
Harn Len PLNHSB Payment by Harn Len 1,348
for transport charges
The transaction values for the period from 15 June 2007 (the date of the last AGM) to
31 March 2008 (being the last practicable date prior to the printing of this Circular) is
as follows:-
6

Company Related party Transaction Actual
value
RM’000
Harn Len SCSB Purchases by Harn Len
of FFB
27,140
Harn Len PLNHSB Payment by Harn Len
for transport charges
1,211
SCSB and PLNHSB are the related parties for all the mandated transactions as set out
above and the interested Directors who are also major shareholders of Harn Len in the
related party transactions are Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong. The nature of their interest in
SCSB and PLNHSB are as set out in Section 2.1 above.
The estimated values may differ from the actual value of the transactions and the
breakdown of the actual aggregate value of the transactions will be disclosed in the
annual report.
There are no new/additional transactions besides the abovementioned transactions
which are subject to the Proposed Shareholders’ Mandate.
2.3 Rationale
The recurrent related party transactions entered or to be entered into by Harn Len as
set out above are in the ordinary course of business. They are recurring transactions
of a revenue or trading nature which are likely to occur with some degree of
frequency and arise at any time and from time to time.
The transactions envisaged under the Proposed Shareholders’ Mandate may be
constrained by its time-sensitive nature and it may be impractical to seek
shareholders’ approval on a case by case basis before entering into such related party
transactions. As such, the Board is seeking a shareholders’ mandate pursuant to
Paragraph 10.09 of the Listing Requirements for the related party transactions
described in Section 2.1 above to allow Harn Len to enter into such recurrent related
party transaction made on an arm’s length basis and on normal commercial terms and
which are not prejudicial to the interests of the shareholders.
By obtaining the Proposed Shareholders’ Mandate and the renewal of the same on an
annual basis, the necessity to convene separate general meetings from time to time to
seek shareholders’ approval as and when such recurrent related party transactions
occur, will not arise. This would reduce substantial administrative time,
inconvenience and expenses associated with the convening of such meetings, without
compromising the corporate objectives of the Group or adversely affecting the
business opportunities available to the Group.
7

2.4 Benefits
This purchase of FFB from SCSB allows Harn Len to secure raw materials in the
form of FFB for its palm oil mill operations. This is beneficial to the Group in
increasing its turnover by allowing access to a ready source of FFB.
The payment of transport charges by Harn Len to PLNHSB allows Harn Len ready
access to a fleet of vehicles for the purposes of transporting its FFB to its own oil
mill; crude palm oil and palm kernel to its buyers and fertilizer from its suppliers to
plantations owned by Harn Len Group. This obviates the need for Harn Len to incur
fixed and maintenance costs involved in maintaining a fleet of vehicles for this
purpose.
2.5 Review Procedures
To ensure that recurrent related party transactions are conducted at arm’s length and
on normal commercial terms consistent with the Group’s usual business practices and
policies and will not be prejudicial to shareholders, the management will ensure, that
the transactions with the related party will only be entered into after taking into
account the pricing, level of service, quality of product and other related factors.
The management of Harn Len will also implement the following additional
procedures and guidelines to ensure that the recurrent related party transactions are
conducted at arm’s length and on normal commercial terms and on terms not more
favourable to the related party than those generally available to the public and hence
not detrimental to the interests of minority shareholders:-
i) management will be notified that all recurrent related party transactions that
are undertaken must be undertaken on an arm’s length basis and on normal
commercial terms and on terms not more favourable to the related party than
those generally available to the public and are not to the detriment of the
minority shareholders;
ii) records will be maintained by the Company to capture all recurrent related
party transactions which will be entered into pursuant to the Proposed
Shareholders’ Mandate;
iii) transaction prices are to be determined by the prevailing market prices for
which crude palm oil, crude and refined palm oil products and FFB are traded
at the time the transactions are entered into;
iv) recurrent related party transactions will be monitored through management
reports tendered to the Board and Audit Committee; and
v) the Board and the Audit Committee will review the management reports to
ascertain that the guidelines and procedures established to monitor the
recurrent related party transactions have been complied with.
Further, where any Director has an interest (direct or indirect) in any related party
transactions, such Director (or his alternate, where applicable) shall abstain from
voting and deliberation at the Board of Directors meeting on the matter. Where any
member of the Audit Committee is interested in any transaction, that member shall
8

abstain from deliberation and voting on any matter relating to any decisions to be
taken by the Audit Committee with respect to such transactions.
Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the
Proposed Shareholders’ Mandate, the interested director, interested major shareholder
or interested persons connected with a director or major shareholder; and where it
involves the interest of an interested person connected with a director or major
shareholder, such director or major shareholder, must not vote on the resolution
approving the transactions.
Interested directors or interested major shareholders have undertaken that persons
connected with them abstain from voting on the resolution approving the Proposed
Shareholders’ Mandate. Interested directors shall also abstain from deliberating at
board meetings in respect of the related party transactions in which they are
interested.
Disclosure will be made in the annual report of the Company providing a breakdown
of the aggregate value of transactions conducted pursuant to the Proposed
Shareholders’ Mandate during the financial year and based on the following
information:-
i) the type of the recurrent transaction made; and
ii) the names of the related parties involved in each type of the recurrent
transactions made and their relationship with the Company.
Disclosure will also be made in the annual reports for subsequent financial years
during which the shareholders’ mandate remains in force.
The Proposed Shareholders’ Mandate will take effect from the date the Ordinary
Resolutions are passed by the shareholders at the forthcoming AGM and remain in
effect until:-
i) the conclusion of the next AGM of the Company following the general
meeting at which the Proposed Shareholders’ Mandate is passed, at which
time it will lapse, unless by a resolution passed at the meeting, the authority is
renewed;
ii) the expiration of the period within which the next AGM after that date is
required to be held pursuant to section 143(1) of the Companies Act 1965 but
shall not extend to such extension as may be allowed pursuant to section
143(2) of the Companies Act 1965; or
iii) revoked or varied by resolution passed by the shareholders in general
meeting;
whichever is the earlier.
9

2.6 Statement by Audit Committee
The Audit Committee has the overall responsibility of determining whether the
procedures for reviewing all recurrent related party transactions are appropriate. The
Audit Committee also has the authority to delegate this responsibility to such
individuals within the Company as it shall deem fit. The Audit Committee will review
and ascertain whether the guidelines and procedures established to monitor recurrent
related party transactions have been complied with at least once a year.
If it is determined that the guidelines and/or procedures stated in Section 2.5 are
inadequate to ensure that (i) the related party transactions will be conducted at arm’s
length and on normal commercial terms and on terms not more favourable to the
related party than those generally available to the public and are not to the detriment
of the minority shareholders and (ii) such transactions are not prejudicial to the
interests of the shareholders, the Company will obtain a fresh shareholders’ mandate
based on new guidelines and procedures.
The Audit Committee shall also have the discretion to request for limits to be
imposed or for additional procedures to be followed if it considers such a request to
be appropriate. In that event, such limits or procedures may be implemented without
the approval of shareholders, provided that they are more stringent than the existing
limits or procedures.
The Audit Committee of the Company has reviewed the terms of the Proposed
Shareholders’ Mandate and is satisfied that the review procedures for recurrent
related party transactions, as well as the annual reviews to be made by the Audit
Committee in relation thereto, are sufficient to ensure that recurrent related party
transactions will be made at arm’s length and in accordance with the Group’s normal
commercial terms and on terms not more favourable to the related party than those
generally available to the public and are not to the detriment of the minority
shareholders, and hence, will not be prejudicial to the shareholders and
disadvantageous to the Group.
3.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low Kueck Shin, Low Kwek Lee and Low
Kuek Kong being interested Directors/major shareholders of Harn Len and persons connected
to them as set out in Section 2.1 above shall abstain from voting in respect of their direct and
indirect shareholdings on the Proposed Shareholders’ Mandate by virtue of their interests at
the forthcoming AGM. The interested Directors, who are also major shareholders of Harn
Len, have also undertaken that they will ensure that other persons connected with them as set
out in Section 2.1 above will abstain from voting on the resolutions to be tabled at the
forthcoming AGM.
10

The interested Directors have also abstained and will continue to abstain from deliberation
and voting in the Board meeting on matters pertaining to the Proposed Shareholders’
Mandate. Save as aforesaid, none of the other Directors or major shareholders of Harn Len or
persons connected to them have any interest in the Proposed Shareholders’ Mandate.
4.0 DIRECTORS' RECOMMENDATION
Your Board, with the exception of Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong who have abstained from expressing an
opinion on the Proposed Shareholders’ Mandate, is of the opinion that the Proposed
Shareholders’ Mandate is in the best interests of the shareholders and the Company.
Your Board, with the exception of Tan Sri Dato’ Low Nam Hui, Low Quek Kiong, Low
Kueck Shin, Low Kwek Lee and Low Kuek Kong who have abstained from making a
recommendation on the Proposed Shareholders’ Mandate, recommend that you vote in favour
of the resolutions pertaining to the above to be tabled at the forthcoming AGM as it is in the
best interests of the Company.
5.0 ANNUAL GENERAL MEETING
For the purpose of considering and if thought fit, passing the resolutions pertaining to the
Proposed Shareholders’ Mandate, an AGM, the notice of which is set out in the Annual
Report enclosed with this Circular, is to be held at Merdeka Room, Ground Floor, Johor
Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim at 11.30 a.m. on Thursday,
26 June 2008.
If you are unable to attend and vote in person at the AGM, you are requested to complete,
sign and return the Form of Proxy enclosed in the Annual Report in accordance with the
instructions printed thereon as soon as possible so as to arrive at the Registered Office of the
Company at 6 th Floor, Johor Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim
not later than forty-eight hours before the time fixed for the AGM. The lodging of the Form
of Proxy will not preclude you from attending and voting in person at the forthcoming AGM
should you wish to do so.
6.0 FURTHER INFORMATION
Shareholders are requested to refer to the attached Appendix for further information.
Yours faithfully
For and on behalf of the Board of Directors
LOH WANN YUAN
Independent Non-Executive Director
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GENERAL INFORMATION
1.0 Responsibility Statement
12
APPENDIX
This Circular has been seen and approved by the Directors of Harn Len and they individually
and collectively accept full responsibility for the accuracy of the information given in this
Circular and confirm that after having made all reasonable enquiries, and to the best of their
knowledge and belief, there are no other facts the omission of which would make any
statement herein misleading.
2.0 Material Litigation
Harn Len and/or its subsidiary companies are not engaged in any material litigation, claims or
arbitration either as plaintiff or defendants and the Directors do not have any knowledge of
any proceedings pending or threatened against the Company and/or its subsidiary companies
or of any facts likely to give rise to any proceedings which might materially affect the
position or business of the Company and/or its subsidiary companies.
3.0 Material Contracts
Save as disclosed herein, Harn Len and/or its subsidiary companies have not entered into any
material contracts (not being contracts entered into in the ordinary course of business) within
the two (2) years immediately preceding the date of this Circular.
i) Conditional sale and purchase agreement dated 19 September 2006 entered into
between Harn Len and LNHSB and Kamari bin Karman for the acquisition by Harn
Len of the entire issued and paid-up share capital of Nusantara Daya Sdn Bhd,
comprising of 48,320,005 ordinary shares of RM1.00 each, for a cash consideration
of RM9,975,955.
4.0 Documents for Inspection
The following documents are available for inspection at Harn Len's Registered Office at 6th
Floor, Johor Tower, 15 Jalan Gereja, 80100 Johor Bahru, Johor Darul Ta’zim, during normal
business hours from Monday to Friday (except for public holidays) from the date of this
Circular to the date of the AGM.
i) The Memorandum and Articles of Association of Harn Len;
ii) the abovementioned material contracts; and
iii) the audited accounts of Harn Len for the past two (2) financial years ended 31
December 2006 and 31 December 2007 and the unaudited quarterly financial report
for 31 March 2008.