CIRCULAR TO SHAREHOLDERS IN RELATION ... - Announcements

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or
other professional adviser immediately.
If you have sold or transferred all your ordinary shares in Warisan TC Holdings Berhad ("WTCH"), you should at once send this Circular,
together with the accompanying Form of Proxy to the agent through whom the sale or transfer was contracted for transmission to the purchaser
or transferee.
Malaysia Securities Exchange 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.
WARISAN TC HOLDINGS BERHAD
(Company No. 424834-W)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
• PROPOSED DISPOSAL BY TUNG PAO SDN BHD, A WHOLLY-OWNED
SUBSIDIARY OF WARISAN TC HOLDINGS BERHAD, OF A PIECE OF
LEASEHOLD LAND MEASURING IN AREA OF APPROXIMATELY 6,410
SQUARE METRES TO TAN CHONG & SONS MOTOR COMPANY SDN
BHD, A WHOLLY-OWNED SUBSIDIARY OF TAN CHONG MOTOR
HOLDINGS BERHAD, FOR A CASH CONSIDERATION OF RM2,690,000
• PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR
RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR
TRADING NATURE
The notice of the Seventh Annual General Meeting of the Company to be held at the Grand Ballroom, Grand Seasons Hotel,
72 Jalan Pahang, 53000 Kuala Lumpur on Thursday, 20 May 2004 at 2:30 p.m. sets out the ordinary resolutions in relation to
the above proposals. The notice and the Form of Proxy are in the 2003 Annual Report despatched together with this
Circular.
The Form of Proxy should be completed and returned in accordance with the instructions therein.
Last date and time for lodging the Form of Proxy : Tuesday, 18 May 2004 at 2.30 p.m.
Date and time of the Annual General Meeting : Thursday, 20 May 2004 at 2:30 p.m.
This Circular is dated 27 April 2004

DEFINITIONS
Unless where the context otherwise requires, the following definitions shall apply throughout this Circular:-
"Act" : Companies Act, 1965
"AGM" : Annual General Meeting
"APM" : APM Automotive Holdings Berhad
"APM Group" : APM and its subsidiaries
"Audit Committee" : Audit committee of WTCH comprising Seow Thiam Fatt and
Ismail bin Rautin Ibrahim who are Independent Non-Executive
Directors and Ngu Ew Look who is an Executive Director
"Board" : Board of Directors
"Director" : The meaning given in Section 4 of the Act and includes any
person who is or was within the preceding 12 months of the date
on which the terms of the transaction were agreed upon, a
director of the listed issuer (or any other company which is its
subsidiary or holding company or a subsidiary of its holding
company)
"Major Shareholder" : A person who has an interest or interests in one (1) or more
voting shares in the company and the nominal amount of that
share, or the aggregate of the nominal amounts of those shares,
is not less than 5% of the aggregate of the nominal amounts of
all the voting shares in the company. For the purpose of this
definition, "interest in shares" shall have the meaning given in
Section 6A of the Act. A major shareholder includes any person
who is or was within the preceding 12 months of the date on
which the terms of the transaction were agreed upon, a major
shareholder of the listed issuer or any other company which is
its subsidiary or holding company or subsidiary of its holding
company
"MSEB" : Malaysia Securities Exchange Berhad
"NTA" : Net Tangible Assets
"Proposed Disposal" : Proposed disposal by TP of the Subject Land
"Proposed Shareholders' Mandate" : Proposed renewal of the Shareholders' Mandate for the RRPT of
the WTCH Group as set out in this Circular
"Related Party" : Director, Major Shareholder or person connected with such
Director or Major Shareholder
"Related Party Transaction" : Transaction entered into by the listed issuer or its subsidiaries
which involves the interest, direct or indirect, of a Related Party
"Recurrent Related Party
Transaction" or "RRPT"
: Related party transaction of a revenue or trading nature which is
recurrent and necessary for the day-to-day operations
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DEFINITIONS (Cont'd)
"RM and sen" : Ringgit Malaysia and sen respectively
"Shareholders' Mandate" : A mandate approved by the shareholders' in a general meeting
to be given pursuant to Paragraph 10.09 of the Listing
Requirements of MSEB in respect of RRPT
"Subject Land" : All that parcel of land situated at 2 ½ mile, Jalan Pending
consisting of 6,410 square metres, more or less, and described as
Lot 9378, Section 64, Kuching Town Land District
"TCC" : Tan Chong Consolidated Sdn. Bhd
"TCIL" : Tan Chong International Limited
"TCIL Group" : TCIL and its subsidiaries
"TCMH" : Tan Chong Motor Holdings Berhad
"TCMH Group" : TCMH and its subsidiaries
"TSM" : Tan Chong & Sons Motor Company Sdn Bhd
"TP" : Tung Pao Sdn Bhd
"Valuer" : Rahim & Co., a registered independent valuer
"WTCH" or "Company" : Warisan TC Holdings Berhad
"WTCH Group" : WTCH and its subsidiaries
-ii-

CONTENTS
1. INTRODUCTION 1
2. PROPOSED DISPOSAL 2
3. RATIONALE FOR THE PROPOSED DISPOSAL 3
4. RISKS AND OTHER MATTERS FOR SHAREHOLDERS TO CONSIDER 4
5. PROPOSED SHAREHOLDERS' MANDATE 4
6. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE 11
7. EFFECTS OF THE PROPOSED DISPOSAL AND PROPOSED SHAREHOLDERS’
MANDATE 11
8. APPROVALS REQUIRED 12
9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS 12
10. DIRECTORS' RECOMMENDATION 14
11. ANNUAL GENERAL MEETING 14
12. FURTHER INFORMATION 14
APPENDICES
I LETTER OF OFFER 15
II VALUER’S LETTER 18
III FURTHER INFORMATION 19
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Page

Board of Directors:-
Dato' Tan Heng Chew (Chairman)
Ngu Ew Look (Executive Director)
Yeoh Keong Lian (Executive Director)
Dato' Haji Nadzam bin Haji Mohd Din
Dato' Lee Eng Guan @ Lee Eng Yuan
Ismail bin Rautin Ibrahim
Seow Thiam Fatt
Foo Kai Yuen
Dear Shareholders
WARISAN TC HOLDINGS BERHAD
WARISAN TC HOLDINGS BERHAD
(Company No. 424834-W)
(Incorporated in Malaysia)
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Registered Office:-
62-68 Jalan Ipoh
51200 Kuala Lumpur
27 April 2004
• PROPOSED DISPOSAL BY TUNG PAO SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF
WARISAN TC HOLDINGS BERHAD, OF A PIECE OF LEASEHOLD LAND MEASURING IN
AREA OF APPROXIMATELY 6,410 SQUARE METRES TO TAN CHONG & SONS MOTOR
COMPANY SDN BHD, A WHOLLY OWNED SUBSIDIARY OF TAN CHONG MOTOR
HOLDINGS BERHAD, FOR A CASH CONSIDERATION OF RM2,690,000
• PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
1. INTRODUCTION
The Company had announced on 20 April 2004 that it would seek its shareholders’ approval pursuant
to Section 132E of the Act to dispose the Subject Land owned by TP to TSM for a total cash
consideration of RM2,690,000.
The Proposed Disposal falls within the ambit of Section 132E of the Act and hence requires the prior
approval of the shareholders of WTCH at a general meeting. Section 132E of the Act prohibits a
company from entering into any arrangement or transaction with a director of the company or its
holding company or with a person connected with such a director in respect of the acquisition from or
disposal to such director or connected person of any non-cash assets of the “requisite value” without
the prior approval of the company in general meeting and, if the director or connected person is a
director of its holding company or person connected with such a director, the prior approval of the
holding company in general meeting. According to the Act, a non-cash asset is considered to be of the
“requisite value” if at the time of the arrangement or transaction, its value is not less than RM10,000
but (subject to that) exceeds RM250,000 or ten per centum of the company’s asset value.
The interests of Directors and persons connected with the Directors of WTCH in the Proposed Disposal
are disclosed in paragraph 8.1 of this Circular.

At the AGM held on 20 May 2003, the shareholders of the Company gave approval for a Shareholders’
Mandate in respect of recurrent related party transactions of a revenue or trading nature which are
necessary for the day-to-day operations of the Company and its subsidiaries pursuant to Paragraph
10.09 of the Listing Requirements of MSEB.
The authority conferred by the Shareholders’ Mandate, in accordance with the Listing Requirements,
will lapse at the conclusion of the coming AGM which will be held on 20 May 2004. In order to
continue to enter into recurrent related party transactions, the Company announced on 26 February
2004 that it would seek shareholders’ approval to renew the Shareholders’ Mandate at this AGM.
The purpose of this Circular is to provide you with the relevant information on the Proposed Disposal
and Proposed Shareholders’ Mandate and to seek your approvals for the resolutions on the Proposed
Disposal and Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM of the Company.
2. PROPOSED DISPOSAL
2.1 Details of the Proposed Disposal
TP, a wholly-owned subsidiary of WTCH and the registered owner of the Subject Land, proposes to
dispose of the Subject Land to TSM, a wholly-owned subsidiary of TCMH.
The original cost of investment by TP of the Subject Land was RM1,600,000 and the original date of
investment of the Subject Land by TP was on 1 August 1980. The tenure on the leasehold Subject Land
expires on 31 December 2796. The audited net book value of the Subject Land as at 31 December 2003
is RM1,818,775.
TP
TP was incorporated in Malaysia as a private limited company under the Act on 28 April 1977. The
authorised share capital of TP is RM15,000,000 comprising 15,000,000 ordinary shares of RM1 each.
The issued and paid up share capital of TP is RM14,300,000, comprising 14,300,000 ordinary shares of
RM1 each. The principal activity of TP is the distribution and sale of cosmetics and hair care products.
TSM
TSM was incorporated in Malaysia as a private limited company under the Companies Ordinances,
1940 on 16 February 1959. The authorised share capital of TSM is RM175,000,000, comprising
150,000,000 ordinary shares of RM1 each and 25,000,000 non-cumulative redeemable preference
shares of RM1 each. The issued and paid up share capital of TSM is RM175,000,000, comprising
150,000,000 ordinary shares of RM1 each and 25,000,000 non-cumulative redeemable preference
shares of RM1 each. TSM is a wholly-owned subsidiary of TCMH and its principal activity is the sale
of motor vehicles and hire purchase financing.
The Directors of TSM are Dato' Tan Heng Chew, Ahmad bin Abdullah, Dato' Khor Swee Wah, Dr.
Tan Kang Leong, Dr. Ang Bon Beng, Ling Ou Long, Tan Eng Hwa and Yew Hock Tat.
As at 31 March 2004, the deemed interests of Dato’ Tan Heng Chew and Dr. Tan Kang Leong in the
shares of TSM by virtue of their shareholdings in TCMH are as follows:
Shareholding in TCMH
Direct % Deemed %
Dato’ Tan Heng Chew 6,090,662 0.91 304,266,662 45.41 (1)
Dr. Tan Kang Leong 10,000 - (2)
Notes:
(1)
(2)
Deemed interest by virtue of interest in TCC pursuant to Section 6A of the Act
Less than 0.01%
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304,266,662 45.41 (1)

2.2 Terms of Letter of Offer
On 20 April 2004, TP made an offer for sale (“Letter of Offer”) to TSM of the Subject Land. A copy of
the Letter of Offer is enclosed as Appendix I.
The Subject Land will be disposed of free from encumbrances. The salient terms of the offer for sale
are briefly as follows:
(a) The offer for sale is subject to the following pre-conditions:
(i) obtaining the approval of the shareholders of TP and WTCH;
(ii) obtaining the approval of the shareholders of TSM and TCMH; and
(iii) obtaining any other approvals of appropriate authorities, if applicable.
(b) Upon the execution of the Sale and Purchase Agreement, TSM will pay 10% of the purchase price
to TP. The purchase price is RM2,690,000 (“Purchase Price”) which will be fully paid in cash.
(c) The balance purchase price amounting to RM2,421,000 (“Balance Purchase Price”) shall be paid
to TP within 90 days from the date of the Sale and Purchase Agreement (“Completion Period”).
(d) In the event that TSM shall be unable to pay all or any part of the said Balance Purchase Price, TP
shall automatically grant TSM a further period of 1 month to pay the Balance Purchase Price,
provided that TSM pays an interest on the outstanding amount of the Balance Purchase Price at the
rate of 10 % per annum, calculated on a daily basis from the date next following the expiry of the
Completion Period to the date of the actual payment of the outstanding amount.
(e) Vacant possession of the Subject Land will be delivered to TSM upon full payment of the Balance
Purchase Price and any late payment interest, if any.
(f) The offer for sale is open for acceptance within 14 days of obtaining the last of the shareholders’
approvals as mentioned in section 2.2(a)(i) and (ii) above, and is subject to contract and the sale
and purchase agreement entered into between TP and TSM (“Sale and Purchase Agreement”),
reflecting the terms and conditions of the Letter of Offer. The Sale and Purchase Agreement shall
be entered into within 30 days from the date of TSM’s acceptance of the offer for sale.
2.3 Basis of the Purchase Price
The Purchase Price for the Proposed Disposal was arrived at on a willing-buyer willing-seller basis,
after taking into consideration the indicative market valuation given by Messrs. Rahim & Co., a
registered independent valuer which had been appointed by the Company to undertake a valuation
exercise on the Subject Land. The Valuer used the comparison method for the said valuation exercise
in which the basis of valuation adopted was the market value which is defined as the estimated amount
for which an asset should exchange on the date of valuation between a willing seller and a willing
buyer in an arm’s length transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion. The valuation undertaken on 18 February 2004,
reveals a market value of the Subject Land of RM2,690,000. A copy of the valuer’s letter is appended
as Appendix II.
2.4 Estimated time frame for completion of the Proposed Disposal
The Proposed Disposal is estimated to be completed by 31 August 2004.
3. RATIONALE FOR THE PROPOSED DISPOSAL
The Subject Land is currently vacant and is not used for any purpose by TP. As TP is in the business of
distributing cosmetics and hair care products, the sale of the Subject Land will not affect the business
of TP. Conversely, the Proposed Disposal will enable TP to raise proceeds of RM2,690,000 entirely for
working capital purposes and realise the capital appreciation of the Subject Land.
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4. RISKS AND OTHER MATTERS FOR SHAREHOLDERS TO CONSIDER
4.1 Delay in the completion of the Proposed Disposal
The Proposed Disposal is subject to obtaining the necessary approvals from the Shareholders of WTCH,
TCMH, TSM and TP and from any other relevant authorities, if applicable. There is no assurance that the
Proposed Disposal can be completed within the time frame set out in section 2.2(c) above or the extended
time frame set out in section 2.2(d) above. Any delay or non-completion of the Proposed Disposal will
delay or preclude, respectively, TP from raising proceeds of RM2,690,000 for working capital purposes.
5. PROPOSED SHAREHOLDERS’ MANDATE
5.1 Group structure of WTCH
WTCH is an investment holding company which provides management services to its subsidiaries and
jointly controlled entities which have the following principal activities:-
Subsidiary Principal activities
Tung Pao Sdn. Bhd. Distribution of cosmetics and hair care products under brand names
such as Shiseido, Za and Shiseido Professionals.
Tan Chong Apparels Manufacturer Sdn.
Bhd.
Manufacture of Wacoal under-garments.
Wacoal Malaysia Sdn. Bhd. Distribution of Wacoal under-garments.
TCIM Sdn. Bhd. Distribution of heavy equipment and machinery under brand names
such as Nissan, John Deere and Sumitomo.
Jentrakel Sdn. Bhd. Equipment leasing.
Mayflower Acme Tours Sdn. Bhd. Provision of travel and car rental services.
Mayflower American Express Travel
Services Sdn. Bhd.
Discovery Tours (Sabah) Sdn. Bhd.
Belize Holdings Sdn. Bhd.
Warisan Captive Incorporated
Operation of inbound tours and provision of air ticketing services.
Operation of inbound tours.
Investment holding.
Provision of captive insurance services.
The other subsidiaries of WTCH, namely, Tan Chong Apparels Sdn. Bhd., TC Beauty Services Sdn.
Bhd., Comit Communication Technologies (M) Sdn. Bhd., Comit Phone (Malaysia) Sdn. Bhd.,
Telechoice Communication Sdn. Bhd. and Angka-Tan Machinery Sdn. Bhd. are dormant companies.
The Board of WTCH wishes to renew the Shareholders' Mandate granted at the AGM held on 20 May
2003 which would enable the WTCH Group to continue to enter into the RRPT as described in section
5.3 provided that such transactions are in the ordinary course of business and undertaken at arm’s
length, on normal commercial terms and on terms which are not more favourable to the Related Parties
than those generally available to the public and are not to the detriment of the minority shareholders.
5.2 Listing Requirements of MSEB
Under Paragraph 10.09 of the Listing Requirements of MSEB, a listed issuer may seek a Shareholders'
Mandate subject to the following:-
(a) The transactions are in the ordinary course of business and on terms not more favourable to
the Related Party than those generally available to the public;
(b) The Shareholders' Mandate is subject to annual renewal and disclosure being made in the
annual report of the aggregate value of transactions conducted pursuant to the Shareholders'
Mandate during the financial year;
(c) Issuance of a circular to shareholders by the listed issuer; and
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(d) The interested Director, interested Major Shareholder or interested person connected with a
Director or Major Shareholder and where it involves the interest of a 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 ensure that persons connected with him abstain from voting on the resolution approving
the transactions.
The definitions for "Director", "Major Shareholder" and "Related Party" under the Listing
Requirements of MSEB are as set out in the Definitions section.
The Proposed Shareholders' Mandate is subject to an annual renewal. In this respect, any authority
conferred by the Proposed Shareholders' Mandate shall only continue to be in force until:-
(a) The conclusion of the next AGM of WTCH following the forthcoming AGM at which such
Proposed Shareholders' Mandate was passed at which time the said authority will lapse, unless
a resolution is passed at an AGM so that the authority of the Proposed Shareholders' Mandate
is renewed;
(b) The expiration of the period within which the next AGM of WTCH is required to be held
pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
(c) It is revoked or varied by a resolution passed by the shareholders in an AGM or Extraordinary
General Meeting;
whichever is the earlier.
Approval from shareholders will be sought for the renewal of the Shareholders' Mandate at the next
AGM and at each subsequent AGM of the Company.
The validity period of the Shareholders' Mandate will, if approved by the shareholders at the AGM,
apply in respect of the RRPT to be entered into by the WTCH Group from the date of AGM approving
the Proposed Shareholders' Mandate up to the next AGM of the Company. The estimated transaction
values are based on financial information of the financial year from January to December 2003 and
management estimates. However, the actual value of transactions may vary from the estimated value
disclosed below in the light of the changing economic and competitive environment.
Nevertheless, disclosures will be made in accordance with the Listing Requirements of MSEB in the
Annual Report of the Company for the year 2004 of the actual breakdown of the aggregate value of the
RRPT entered into pursuant to the Proposed Shareholders' Mandate during the financial year including,
amongst others, the following information:-
(i) The types of RRPT; and
(ii) The names of the Related Parties involved in each type of the RRPT entered into and their
relationship with the WTCH Group.
5.3 Classes of Related Parties
5.3.1 Related Parties arising from the internal re-organisation and demerger scheme of the
TCMH Group
By the end of 1999, the TCMH Group completed the internal re-organisation of its Foreign,
Autoparts and Non-Motor Divisions resulting in the emergence of three (3) listed groups of
companies in addition to the TCMH Group, which are totally demerged from the TCMH
Group, i.e. the TCIL Group, the APM Group and the WTCH Group, with distinct areas of
business activities and are each accountable for their own performance and profitability. The
principal activities of the APM Group are as set out in section 5.3.1.2 while the TCIL Group's
principal businesses consist of the distribution of motor vehicles, property investment and
development and industrial equipment distribution in Singapore. The TCIL Group's other
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major businesses include motor vehicle distribution in Hong Kong and the manufacturing of
auto parts in the People's Republic of China.
Even before the demerger, as a general management practice, all business units operated as
profit centres and were rewarded based on their respective performance. As a consequence,
transactions between the said business units then were already at arm’s length, on normal
commercial terms that were not more favourable to each other than those available to the
public.
The RRPT between WTCH Group and the said groups of companies are as set out in sections
5.3.1.1 to 5.3.1.2.
5.3.1.1 TCMH Group
TCMH is principally an investment holding company which provides management services to
its subsidiaries which are involved in the assembly and distribution of motor vehicles,
provision of after sales services and motor related financial services such as hire purchase and
insurance agency services.
The Directors and Major Shareholders of the WTCH Group who are interested in the RRPT
with the TCMH Group and the nature of their interests as at 31 March 2004 are as follows:-
Related Party WTCH TCMH
Directorship
in the
WTCH
Group Shareholding in WTCH
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Directorship
in the
TCMH
Group Shareholding in TCMH
Direct % Indirect % Direct % Indirect %
TCC - 15,213,333 22.64 13,440,000 20.00 (1)
Dato' Tan Heng
Chew
- 304,266,662 45.41 - -
Director 151,083 0.22 28,653,333 42.64 (2) Director 6,090,662 0.91 304,266,662 45.41 (3)
Tan Eng Soon - 70,000 0.10 28,653,333 42.64 (2) Director 2,628,000 0.39 304,266,662 45.41 (3)
Tan Boon Pun - 410,221 0.61 28,884,647 42.98 (5)
Dr. Tan Kang
Leong
Tan Kheng
Leong
- 500 - (4)
28,653,333 42.64 (2) Director (7)
- 13,500 0.02 28,653,333 42.64 (2)
Tan Hoe Pin - 8,000 0.01 28,653,333 42.64 (2)
Tan Beng
Keong
Dr. Tan Ban
Leong
Tan Chee
Keong
Dato' Haji
Nadzam bin
Haji Mohd Din
Dato' Tan Kim
Hor
Dato' Lee Eng
Guan @ Lee
Eng Yuan
- 1,000 - (4)
Director (8)
28,653,333 42.64 (2) Director (7)
30,000 0.04 28,653,333 42.64 (2)
- 15,000 0.02 28,653,333 42.64 (2)
Director 95,000 0.14 - - Director (7)
- 153,741 0.23 28,653,333 42.64 (2)
Director 8,000 0.01 - - Director (7)
Notes:-
(1)
- 20,427 - (4)
10,000 - (4)
304,566,942 45.46 (6)
304,266,662 45.41 (3)
- - - 304,266,662 45.41 (3)
- 10,000 - (4)
304,566,662 45.46 (9)
- - 304,566,662 45.46 (9)
- 600,000 0.09 304,566,662 45.46 (9)
- 29,000 - (4)
304,266,662 45.41 (3)
- - - -
- 3,074,384 0.46 304,266,662 45.41 (3)
- - - -
Deemed interest by virtue of interest in Parasand Limited ("Parasand") pursuant to Section 6A of the Act.

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Deemed interest by virtue of interests in TCC and Parasand pursuant to Section 6A of the Act.
Deemed interest by virtue of interest in TCC pursuant to Section 6A of the Act.
Less than 0.01%.
Deemed interest by virtue of interests in TCC, Parasand, Progroup Nominees Sdn. Bhd. ("PNSB"), and
Magic Rooms Sdn. Bhd. ("MRSB") pursuant to Section 6A of the Act.
Deemed interest by virtue of interests in TCC, PNSB and Exepro Sdn. Bhd. ("ESB") pursuant to Section 6A
of the Act.
Director of the subsidiary or subsidiaries of TCMH to which the relevant RRPT relate.
Director of the subsidiary of WTCH.
Deemed interest by virtue of interests in TCC and ESB pursuant to Section 6A of the Act.
There are no additional/new transactions which are subject to Shareholders’ Mandate instead
of renewal of Shareholders’ Mandate.
The validity period of the Shareholders’ Mandate applies in respect of the RRPT to be entered
into from the date of AGM approving the Proposed Shareholders’ Mandate up to the
estimated date of the next AGM of the Company which is expected to be held on 19 May
2005.
The RRPT between the WTCH Group and the TCMH Group, which are carried out at arm’s
length, on normal commercial terms of the WTCH Group and on terms which are not more
favourable to the TCMH Group than those generally available to the public and are not to the
detriment of the minority shareholders, are as detailed below:
Types of transaction Details
Sale of equipment and
machinery and related
services
Purchase of goods and
related services
The WTCH Group supplies equipment and
machinery (such as forklifts and generators with
the related spare parts) and the related
maintenance services to the TCMH Group. The
TCMH Group represents the machinery division
of the WTCH Group in East Malaysia.
The WTCH Group purchases from the TCMH
Group motor vehicles, which include passenger
cars, limousines, coaches and tour vans, together
with the related spare parts and maintenance
services for the WTCH Group's travel and car
rental business.
Provision of services The WTCH Group provides travel, air ticketing
and car rental services to the TCMH Group.
Receipt of services The WTCH Group uses insurance agency
services from the TCMH Group.
Administrative services The WTCH Group obtains administrative and
secretarial services provided by the TCMH
Group.
Rental income The WTCH Group rents space in the following
premises and properties to the TCMH Group:
(a) Showroom, office, workshop and
warehouse premise at Jalan Kemajuan,
Petaling Jaya, Selangor Darul Ehsan.
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Estimated amount
from 20 May 2004
to 19 May 2005
(RM'000)
6,075
15,369
1,265
1,399
157
664

Types of transaction Details
Rental expense The WTCH Group rents space in the following
premises and properties from the TCMH Group:-
(a) Office premise at Jalan Berserah,
Kuantan, Pahang Darul Makmur;
(b) Office premise at Jalan Kuala Kangsar,
Ipoh, Perak Darul Ridzuan;
(c) Office premise at Jalan Tun Perak,
Melaka;
(d) Office premise at Victoria Street,
Penang;
(e) Office premise at Jalan Angkasa Mas 6,
Kawasan Perindustrian Tebrau II, Johor
Bahru, Johor Darul Takzim;
(f) Office premise at Juru Industrial Park,
Juru Seberang Prai Tengah Penang;
(g) Office premise at Jalan Ipoh, Kuala
Lumpur;
(h) Office and factory premise at Jalan
Segambut, Kuala Lumpur.
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Estimated amount
from 20 May 2004
to 19 May 2005
(RM'000)
311
25,240
The RRPT for rental income and expense are extensive, involving many subsidiaries of the
TCMH Group but not necessarily of material amount each.
The actual value of transactions may vary from the estimated value disclosed above in the
light of the changing economic and competitive environment.
5.3.1.2 APM Group
The APM Group is engaged in the manufacturing and distribution of a wide-range of
automotive products and components including suspension systems, heat exchange systems,
electrical systems, plastic components and car interiors and seating. The products are supplied
to the original equipment, replacement and export markets.
The Directors and Major Shareholders of the WTCH Group who are interested in the RRPT
with the APM Group and the nature of their interests as at 31 March 2004 are as follows:-
Related Party WTCH APM
Directorship
in the
WTCH
Group Shareholding in WTCH
Directorship
in the APM
Group Shareholding in APM
Direct % Indirect % Direct % Indirect %
TCC - 15,213,333 22.64 13,440,000 20.00 (1)
- 45,639,999 22.67 40,320,000 20.02 (1)
Parasand - 13,440,000 20.00 - - - 40,320,000 20.02 - -
Dato' Tan Heng
Chew
Director 151,083 0.22 28,653,333 42.64 (2) Director 41,849 0.02 85,959,999 42.69 (2)
Tan Eng Soon - 70,000 0.10 28,653,333 42.64 (2) Director 210,000 0.10 85,959,999 42.69 (2)
Tan Boon Pun - 410,221 0.61 28,884,647 42.98 (4)
- 28,064 0.01 86,156,541 42.79 (5)

Related Party WTCH APM
Dr. Tan Kang
Leong
Tan Kheng
Leong
Directorship
in the
WTCH
Group Shareholding in WTCH
- 500 - (3)
-9-
Directorship
in the APM
Group Shareholding in APM
Direct % Indirect % Direct % Indirect %
28,653,333 42.64 (2) Director (6)
- 13,500 0.02 28,653,333 42.64 (2)
Tan Hoe Pin - 8,000 0.01 28,653,333 42.64 (2)
Tan Beng
Keong
Dr. Tan Ban
Leong
Tan Chee
Keong
Dato' Haji
Nadzam bin
Haji Mohd Din
Dato' Tan Kim
Hor
Ahmad bin
Abdullah
- 1,000 - (3)
Director (7)
28,653,333 42.64 (2)
30,000 0.04 28,653,333 42.64 (2)
- 15,000 0.02 28,653,333 42.64 (2)
Director 95,000 0.14 - - Director (6)
- 153,741 0.23 28,653,333 42.64 (2)
Director (7)
Notes:-
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
1,500 - (3)
85,959,999 42.69 (2)
- 40,500 0.02 85,959,999 42.69 (2)
- 5,000 - (3)
86,138,499 42.78 (8)
- - - 86,138,499 42.78 (8)
- 90,000 0.04 86,138,499 42.78 (8)
- 14,000 0.01 85,959,999 42.69 (2)
- - - -
- 461,225 0.23 85,959,999 42.69 (2)
- - - - Director - - - -
Deemed interest by virtue of interest in Parasand pursuant to Section 6A of the Act.
Deemed interest by virtue of interests in TCC and Parasand pursuant to Section 6A of the Act.
Less than 0.01%.
Deemed interest by virtue of interests in TCC, Parasand, PNSB and MRSB pursuant to Section 6A of the
Act.
Deemed interest by virtue of interests in TCC, Parasand, PNSB, ESB and MRSB pursuant to Section 6A of
the Act.
Director of the subsidiary or subsidiaries of APM to which the relevant RRPT relate.
Director of the subsidiary of WTCH.
Deemed interest by virtue of interests in TCC, Parasand and ESB pursuant to Section 6A of the Act.
There are no additional/new transactions which are subject to Shareholders’ Mandate instead
of renewal of Shareholders’ Mandate.
The validity period of the Shareholders’ Mandate applies in respect of the RRPT to be entered
into from the date of AGM approving the Proposed Shareholders’ Mandate up to the
estimated date of the next AGM of the Company which is expected to be held on 19 May
2005.
The RRPT between the WTCH Group and the APM Group, which are carried out at arm’s
length, on normal commercial terms of the WTCH Group and on terms which are not more
favourable to the APM Group than those generally available to the public and are not to the
detriment of the minority shareholders, are as detailed below:-

Types of transaction Details
Sale and rental of
equipment and
machinery and related
services
The WTCH Group supplies equipment and
machinery (such as forklifts and generators with
the related spare parts) and the related
maintenance services to the APM Group. In
addition, the WTCH Group also rents such
equipment and machinery to the APM Group.
Purchase of goods The WTCH Group purchases spare parts for its
fleet of motor vehicles used in its travel and car
rental business from the APM Group.
Provision of services The WTCH Group provides travel, air ticketing
and car rental services to the APM Group.
-10-
Estimated amount
from 20 May 2004
to 19 May 2005
(RM'000)
541
100
1,510
2,151
The actual value of transactions may vary from the estimated value disclosed above in the
light of the changing economic and competitive environment.
5.4 Pricing Method
The terms of the pricing of the above RRPT are consistent with the WTCH Group's usual
business pricing practices and policies, and are determined based on arm’s length basis and on
negotiated prices, after taking into consideration the prevailing market rates/prices/demand of
the transactions and on terms which are not more favourable to the Related Parties than those
available to the public and are not to the detriment of the minority shareholders.
5.5 Disclosure and review procedures for RRPT
Disclosure will be made in accordance with the Listing Requirements of MSEB in the Annual
Report of the Company of the breakdown of the aggregate value of RRPT entered into
pursuant to the Proposed Shareholders' Mandate during the current financial year and the
subsequent financial years during which a Shareholders' Mandate is in force. The disclosure
will include, amongst others, the following information:-
(i) The types of RRPT; and
(ii) The names of the Related Parties involved in each type of the RRPT entered into and
the relationship with the WTCH Group.
5.5.1 Review procedures for the RRPT
The WTCH Group has implemented the following methods and procedures to ensure that
terms of the RRPT are undertaken at arm’s length, on normal commercial terms of the WTCH
Group and on terms which are not more favourable to the Related Party than those generally
available to the public and are not to the detriment of the minority shareholders:-
(a) A list of Related Parties has been circulated to all operating companies with the
instruction that, as in the past, all RRPT are required to be undertaken at arm’s length
basis, on normal commercial terms of the WTCH Group and on terms which are not
more favourable to the Related Party than those generally available to the public and
are not to the detriment of the minority shareholders.
(b) All operating companies are required to provide quarterly reports on all RRPT to the
internal audit department.

(c) The internal audit department shall review the RRPT to ensure transactions are
undertaken at arm’s length, on normal commercial terms of the WTCH Group and on
terms which are not more favourable to the Related Party than those generally
available to the public and are not to the detriment of the minority shareholders.
(d) The Audit Committee shall review the yearly reports on RRPT issued by the internal
audit department to ascertain that the guidelines and procedures established to
monitor the RRPT have been complied with. The internal audit department shall
highlight any exceptions arising from work done.
(e) The Board of WTCH and the Audit Committee shall be responsible for the
determination of review procedures, with the authority to sub-delegate such
responsibility to individuals or committees within the WTCH Group, as they deem
appropriate.
(f) If a member of the Board of WTCH or the Audit Committee has an interest in a
transaction, he shall abstain from participating in the deliberation and voting in
respect of the said transaction.
5.5.2 Audit Committee's Statement
The Audit Committee has seen and reviewed the procedures mentioned above and are of the
view that the said procedures are sufficient to ensure that the RRPT are in the ordinary course
of business and undertaken at arm’s length, on normal commercial terms of the WTCH Group
and on terms which are not more favourable to the Related Parties than those generally
available to the public and are not to the detriment of the minority shareholders.
6. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE
All transactions with Related Parties are for the long-term benefit of the WTCH Group. The Related
Parties represent an existing market with reliable payment terms for the WTCH Group's products and
services. Sales to Related Parties also contribute to higher turnover resulting in higher trading volume
and better bargaining power for the WTCH Group when negotiating with vendors. This is consistent
with WTCH Group's objectives of brand building and market expansion. In terms of the purchase of
products from the Related Parties, from the history of relationship between the WTCH Group and its
Related Parties, the Related Parties have proven themselves to be able to provide the required reliable
and good customer and after sale services for the goods purchased from them.
The RRPT are entered into, as and when necessary, and for the benefit of the WTCH Group after
taking into consideration of the changing business and economic environment.
The RRPT envisaged under the Proposed Shareholders' Mandate are in the ordinary course of business
of the WTCH Group and are undertaken at arm’s length, on normal commercial terms of the WTCH
Group and on terms which are not more favourable to the Related Parties than those generally available
to the public and are not to the detriment of the minority shareholders.
The Proposed Shareholders' Mandate and the renewal of the Shareholders' Mandate on an annual basis
would eliminate the need to convene separate general meetings from time to time to seek shareholders'
approval as and when potential RRPT arise, thereby reducing the time and expense in convening such
meetings without compromising the corporate objectives and adversely affecting business opportunities
available to the WTCH Group.
7. EFFECTS OF THE PROPOSED DISPOSAL AND PROPOSED SHAREHOLDERS’
MANDATE
7.1 Proposed Disposal
(i) Share capital
The Proposed Disposal will have no effect on the issue and paid up share capital of WTCH.
-11-

(ii) Earnings
The Proposed Disposal is expected to result in a total gain of approximately RM831,509 at TP’s book
based on the unaudited net book value of the Subject Land as at 31 March 2004 of RM1,818,491 and
net of estimated expenses of RM40,000 to be incurred for the Proposed Disposal. The Proposed
Disposal is expected to result in an increase in earnings per share (EPS) of the Group by 1.2 sen for the
financial year ending 31 December 2004 (computed based on the share capital of WTCH as at 31
December 2003), if the Proposed Disposal is completed in financial year 2004.
(iii) NTA
Based on the audited consolidated accounts of WTCH as at 31 December 2003, the proforma effects of
the Proposed Disposal on the consolidated NTA and NTA per share of WTCH are set out as below:-
-12-
Audited as at
31 December
2003
After the
Proposed
Disposal
RM’000 RM’000
Share Capital 67,200 67,200
Revaluation reserve 615 615
Merger reserve (41,614) (41,614)
Retained profits 130,864 131,696
NTA 157,065 157,897
NTA per share 2.34 2.35
(iv) Substantial shareholders’ shareholdings
The Proposed Disposal will have no effect on the shareholdings of the substantial shareholders of
WTCH.
7.2 Proposed Shareholders’ Mandate
The Proposed Shareholders' Mandate is not expected to have any effect on the issued and paid-up share
capital of the WTCH Group but is expected to have a positive effect on the earnings and net tangible
assets of the WTCH Group for the financial year ending 31 December 2004 as a result of the increase
in business volume and revenue.
8. APPROVALS REQUIRED
The Proposed Disposal and Proposed Shareholders’ Mandate are conditional upon the approval of the
shareholders of WTCH at the forthcoming AGM. However, the Proposed Disposal and Proposed
Shareholders’ Mandate are not inter-conditional.
Further, the Proposed Disposal is also subject to the approvals being obtained from the shareholders of
TCMH, TP and TSM.
9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
9.1 Proposed Disposal
TCC is a major shareholder of TCMH and WTCH. Dato' Tan Heng Chew, a director of TCMH and
WTCH, by virtue of his shareholding in TCC is deemed to be interested in the shares held by TCC and
is therefore a major shareholder of TCMH and WTCH. Dato' Tan Heng Chew is also a director of
TCC. Tan Eng Soon is a director of TCMH and a past director of WTCH. By virtue of his shareholding
in TCC, he is deemed to be interested in the shares held by TCC and is therefore a major shareholder of
TCMH and WTCH. He is also a director of TCC and a brother of Dato' Tan Heng Chew. TCMH and

TSM are persons connected with Dato' Tan Heng Chew and Tan Eng Soon by virtue of the provisions
of Section 122A of the Act.
The shareholdings of the interested directors and major shareholders and persons connected with the
directors of WTCH as at 31 March 2004 are as follows:
Interested Parties TCMH WTCH
Direct Indirect Direct Indirect
TCC 304,266, 662 45.41 - - 15,213,333 22.64 13,440,000 20.00 (1)
Dato' Tan Heng Chew 6,090,662 0.91 304,266, 662 45.41 (2)
Tan Eng Soon 2,628,000 0.39 304,266, 662 45.41 (2)
Notes:-
(1)
(2)
(3)
Deemed interest by virtue of interest in Parasand pursuant to Section 6A of the Act.
Deemed interest by virtue of interest in TCC pursuant to Section 6A of the Act.
Deemed interest by virtue of interests in TCC and Parasand pursuant to Section 6A of the Act.
-13-
151,083 0.22 28,653,333 42.64 (3)
70,000 0.10 28,653,333 42.64 (3)
The directors who are interested in the Proposed Disposal have abstained and will continue to abstain
from deliberating and voting on the resolutions in respect of the Proposed Disposal at the relevant
meetings of the Board.
The directors and major shareholders who are interested in the Proposed Disposal will abstain and have
undertaken to ensure that the persons connected with them will abstain from voting in respect of their
direct and indirect shareholdings in the Company on the relevant resolution pertaining to the Proposed
Disposal to be tabled at the forthcoming AGM.
Save as disclosed above, none of the other Directors, Major Shareholders and/or persons connected to
them have any interest, direct or indirect, in the Proposed Disposal.
9.2 Proposed Shareholders’ Mandate
In addition to being Directors of WTCH and/or having equity interest in WTCH, Dato' Tan Heng
Chew, Tan Eng Soon, Dato' Lee Eng Guan @ Lee Eng Yuan and Dato' Haji Nadzam bin Haji Mohd
Din ("Interested Directors") are Directors and/or have equity interest in the relevant companies
involved in the RRPT with the WTCH Group and hence are deemed interested in the Proposed
Shareholders' Mandate.
Dr. Tan Ban Leong, who is also a director of a subsidiary of WTCH, together with Dato' Tan Kim Hor,
Tan Boon Pun, Tan Kheng Leong, Tan Hoe Pin, Dr. Tan Kang Leong, Tan Beng Keong and Tan Chee
Keong, have equity interest in the relevant companies involved in the RRPT with the WTCH Group.
Parasand and TCC have equity interest in WTCH and, in the case of TCC also equity interest in the
relevant companies involved in the RRPT with the WTCH Group and hence they are all deemed
interested in the Proposed Shareholders’ Mandate (“Interested Major Shareholders”).
The Interested Directors have abstained and will continue to abstain from deliberating and voting on
the resolutions in respect of the relevant RRPT in which they are interested at the relevant meetings of
the Board of WTCH.
The Interested Directors and Interested Major Shareholders will abstain from voting in respect of their
direct and indirect shareholdings in the Company on the ordinary resolution pertaining to the Proposed
Shareholders’ Mandate to be tabled at the forthcoming AGM. The Interested Directors and Interested
Major Shareholders have undertaken to ensure that persons connected with them will abstain from
voting on the ordinary resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the
forthcoming AGM.

Save as disclosed above, none of the other Directors, Major Shareholders and/or persons connected to
the Directors and/or Major Shareholders of WTCH, have any interest, direct or indirect, in the
Proposed Shareholders' Mandate.
10. DIRECTORS' RECOMMENDATION
The Board of WTCH, except for Dato' Tan Heng Chew is of the opinion that the Proposed Disposal is
in the best interest of the Company and therefore recommends that you vote in favour of the ordinary
resolution in relation to the Proposed Disposal to be tabled at the forthcoming AGM.
Similarly, the Board of WTCH, except for the Interested Directors, is of the opinion that the Proposed
Shareholders’ Mandate is fair, reasonable and in the best interest of the Company. The Board of
WTCH (with the exception of the Interested Directors as disclosed in section 9) therefore recommends
that you vote in favour of the ordinary resolution to be tabled at the forthcoming AGM.
11. ANNUAL GENERAL MEETING
The AGM, notice of which is set out in the Annual Report for the financial year ended 31 December
2003 sent together with this circular, will be held at the Grand Ballroom, Grand Seasons Hotel, 72
Jalan Pahang, 53000 Kuala Lumpur, Malaysia on 20 May 2004 for the purpose of considering and if
thought fit, passing the ordinary resolutions to give effect to the Proposals.
If you are unable to attend and to vote at the AGM, you are requested to complete, sign and return the
enclosed Form of Proxy in accordance with the instructions contained therein so as to arrive at the
Registered Office of the Company as soon as possible and in any event no later than 48 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 AGM should you wish to do so.
12. FURTHER INFORMATION
Shareholders are requested to refer to Appendix III for further information.
Yours faithfully
For and on behalf of the Board of
WARISAN TC HOLDINGS BERHAD
Ismail bin Rautin Ibrahim
Independent Director
-14-

20 April 2004
TAN CHONG & SONS MOTOR COMPANY SDN. BHD.
3 rd Floor, Tan Chong Building
62-68 Jalan Ipoh
51200 Kuala Lumpur
Dear Sirs,
Letter of Offer APPENDIX I
-15-
SUBJECT TO CONTRACT
OFFER FOR SALE OF ALL THAT PARCEL OF LAND SITUATED AT 2 ½ MILE, JALAN PENDING
CONSISTING OF 6,410 SQUARE METRES, MORE OR LESS, AND DESCRIBED AS LOT 9378,
SECTION 64, KUCHING TOWN LAND DISTRICT (“THE LAND”)
We refer to the above matter.
Subject to the fulfillment of the following conditions precedent within 30 days from the date of this letter:
(a) the obtaining of the approval of your shareholders and the shareholders of your holding company
(both in general meetings) to your proposed acquisition of the Land;
(b) the obtaining of the approval of our shareholders and the shareholders of our holding company
(both in general meetings) to our proposed sale of the Land; and
(c) the obtaining of all other approvals of appropriate authorities, if applicable;
we hereby offer to sell the Land to you on the following terms and conditions:
1. the Land shall be sold free from all encumbrances, charges, claims, liens, adverse interest, third
party claims and equities whatsoever but subject to all restrictions and conditions of title
applicable thereto whether express or implied and as may be set out in the title;
2. the purchase consideration shall be the sum of Ringgit Malaysia Two Million Six Hundred Ninety
Thousand (RM2,690,000.00) only (“Purchase Price”);
3. the Purchase Price shall be paid in the following manner:-
3.1 on the day of execution of the Sale and Purchase Agreement (“the Agreement”), you
shall pay to us the sum of Ringgit Malaysia Two Hundred Sixty Nine Thousand
(RM269,000.00) only equivalent to ten percent (10%) of the Purchase Price, as forfeitable
deposit and part payment of the Purchase Price; and
3.2 on or before ninety (90) days from the date of the Agreement (“Completion Period”), you
shall pay the sum of Ringgit Malaysia Two Million Four Hundred Twenty One Thousand
(RM2,421,000.00) only equivalent to ninety percent (90%) of the Purchase Price
(“Balance Purchase Price”) to our solicitors to hold as stakeholders and to release the
same to us only after the expiry of the period of fourteen (14) days from the date of
presentation of the transfer in your favour and provided that there are no impediments to
the registration of the transfer being discovered during such period. If the Balance
Purchase Price is not paid in full on or before the expiry of Completion Period, we shall

automatically grant to you an extension of one (1) month from the Completion Period to
pay the Balance Purchase Price provided that you shall pay to us interest at the rate of ten
percent (10 %) per annum, calculated on a daily basis, on the outstanding amount of the
Balance Purchase Price commencing from the date next following the Completion Period
until actual payment of the outstanding amount;
4. vacant possession to the Land shall be delivered to you upon your payment of the Balance
Purchase Price and any late payment interest;
5. our representation, warranty and undertaking that we have complied with and will continue to
comply in all respects with all obligations whether express or implied affecting the Land;
6. each of us shall be liable for our own costs and expenses incurred in connection with the proposed
sale and purchase of the Land and neither is authorized or empowered to obligate the other to
incur any costs on behalf of the other;
7. this letter shall be governed by the laws of Malaysia;
8. this offer for sale shall be open for acceptance within fourteen (14) days of the obtaining of the last
of the shareholders’ approvals referred to in paragraphs (a) and (b) above and is subject to contract
and the Agreement reflecting the above terms and conditions being entered into between us within
thirty (30) days from the date of your acceptance of this offer for sale; and
9. the Agreement shall contain all other terms and conditions which are usually contained in standard
sale and purchase agreements for properties.
Please signify your acceptance of our conditional offer for sale by signing and returning to us the enclosed
duplicate of this letter.
Yours faithfully,
………………………………………
Name:
NRIC No.:
For TUNG PAO SDN. BHD.
-16

We, Tan Chong & Sons Motor Company Sdn. Bhd. (Company No. : 3377-D) hereby accept your
abovestated conditional offer for sale of the Land on the terms and conditions set out above.
…………………………………….
TAN CHONG & SONS MOTOR COMPANY SDN. BHD. (Company No. : 3377-D)
Name :
NRIC No.:
-17-

18 February 2004
Warisan TC Holdings Berhad
3rd Floor, Wisma Tan Chong
62-68, Jalan Ipoh
51200 Kuala Lumpur
Dear Sirs
-18-
APPENDIX II
VALUATION ON ALL THAT PARCEL OF LAND SITUATED AT 2 ½ MILE, JALAN PENDING
AND DESCRIBED AS LOT 9378, SECTION 64, KUCHING TOWN LAND DISTRICT (“the
Land”)
This letter is prepared for inclusion in the Circular to shareholders of Warisan TC Holdings Berhad in
connection with the proposed disposal of the Land by Tung Pao Sdn. Bhd., a wholly-owned subsidiary of
Warisan TC Holdings Berhad to Tan Chong & Sons Motor Company Sdn Bhd, a wholly-owned subsidiary
of Tan Chong Motor Holdings Berhad, for a cash consideration of RM2,690,000 (“Proposed Disposal of
the Land”).
The abovementioned land was inspected on 18 February 2004. The date of inspection is taken as the date of
valuation.
We have valued the Land using the comparison method of valuation. The basis of valuation adopted was
the Market Value which is defined as the estimated amount for which an asset should exchange on the date
of valuation between a willing seller and a willing buyer in an arm’s length transaction after proper
marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
In connection with the Proposed Disposal of the Land, we are pleased to certify that we have assessed the
Market Value of the Land at RM2,690,000 (Ringgit Malaysia: Two Million Six Hundred and Ninety
Thousand Only).
Yours faithfully,
RAHIM & CO CHARTERED SURVEYORS (SARAWAK) SDN.BHD.
DONALD LAM JOON ONN
Dip.Val. Surv., FISM.,
Registered Valuer (V386)

FURTHER INFORMATION
1. RESPONSIBILITY STATEMENT
-19-
APPENDIX III
This Circular has been seen and approved by the Directors of WTCH and they collectively and
individually accept full responsibility for the accuracy of the information given and confirm that after
making all reasonable enquires, and to the best of their knowledge and belief, there are no false or
misleading statements or other facts, the omission of which would make any statement herein false or
misleading.
2. CONSENT
The written consent of Rahim & Co. to the inclusion in this Circular of their name and Valuer’s letter
on the Subject Land in the form and context in which they are contained in this Circular, has been
given before the issuance of this Circular and has not subsequently been withdrawn.
3. MATERIAL LITIGATION
Save as disclosed below, neither WTCH nor its subsidiaries are engaged in any material litigation,
claims and arbitration either as plaintiff or defendant and the Directors of WTCH do not have any
knowledge of any proceedings pending or threatened against the Company and/or its subsidiaries of
any facts likely to give rise to any proceedings which might materially affect the position or business of
the Company and/or its subsidiaries.
(i) On 3 July 2002, the Plaintiffs, WTCH and TP had via Kuala Lumpur High Court Suit No. D8-22-
1021-2002 brought an action against the Defendants, Tan Boon Pun, Tan Bee Huat and four
others for breaches of their fiduciary duty and/or contractual duties.
The Plaintiffs are claiming for an order that the remaining Defendants each compensate the
Plaintiffs in equity, an account of all sums received by them which were secret profits received in
fraud of the Plaintiffs, an order for payment to the Plaintiffs or to be held as resulting or
constructive trustees for the Plaintiffs, all sums found due on the taking of the account, damages,
interests and costs. The Plaintiffs are also claiming for damages of breach of contract by Tan Bee
Huat.
A Notice of Discontinuance against the four other Defendants have been filed. The claim against
the remaining Defendants is still pending. The Defendants have filed an application to strike out
certain paragraphs in the Statement of Claim. The said application is fixed for hearing on 14 April
2004. By way of a counterclaim filed in the suit, Tan Boon Pun has brought a derivative action
against some of the current and former directors of WTCH in which WTCH is a nominal
Defendant. The said counterclaim was struck out by the Senior Assistant Registrar on 20 October
2003. Tan Boon Pun has filed an appeal to the Judge in Chambers. His appeal was dismissed with
costs by the Judge on 2 April 2004.
The Plaintiff’s solicitors are unable to opine as to the probable outcome of the action against the
remaining Defendants at this juncture. They are of the opinion that the case will have to go to full
trial.
(ii) On 6 September 2002, the Plaintiffs, Tan Boon Pun and Tan Bee Huat had via Kuala Lumpur High
Court Suit No. D3-22-1409-2002 brought an action against the Defendants, WTCH, TP, Tan
Chong Apparels Sdn Bhd, Tan Chong Apparels Manufacturer Sdn Bhd, Mayflower Acme Tours
Sdn Bhd, TCIM Sdn Bhd and TC Beauty Services Sdn Bhd in relation to their non re-election as
directors of the aforementioned subsidiaries of WTCH.
The Plaintiffs are claiming for inter alia, a declaration that the acts of the first to seventh
Defendants resulting in the removal of the Plaintiffs by way of the non re-election of the Plaintiffs

as directors for the subsidiaries is without just cause, wrongful, unlawful and null and void and of
no effect, damages and costs.
The Plaintiffs’ application for interim injunctions was dismissed with costs. The High Court has
struck out the Plaintiffs’ application to strike out the Writ and Statement of Claim on 19 July 2003.
The Plaintiffs have appealed to the Court of Appeal. No hearing date has been fixed.
The Defendant’s solicitors are of the view that the Plaintiffs have no cause of action and that their
appeal will ultimately be dismissed with costs.
4. MATERIAL CONTRACTS
Save as disclosed below, neither WTCH nor its subsidiaries have entered into any material contracts
(not being contracts entered into in the ordinary course of business) within the past two (2) years
immediately preceding the date of this Circular:-
(i) The Sale and Purchase of Shares Agreement dated 23 October 2002 between Harpers Tours
(M) Sdn Bhd and Mayflower Acme Tours Sdn Bhd in relation to the sale and purchase of
Harpers Tours (M) Sdn Bhd’s two hundred thousand (200,000) ordinary shares (“Sale
Shares”) which form one hundred percent (100%) of the issued and paid up share capital of
Discovery Tours (Sabah) Sdn Bhd. The total purchase consideration for the Sale Shares is
RM1,469,369.
(ii) The Memorandum of Understanding dated 1 November 2002 between WTCH and Wacoal
Corp (“WC”) in relation to the establishment of a joint venture for the purposes of
distributing, importing, selling, marketing, promoting or otherwise dealing with the products,
manufactured and supplied by a subsidiary of WTCH or otherwise supplied by such persons
approved by WC, in Malaysia either by way of:
a. incorporating a new company in Malaysia, where WTCH and WC shall each subscribe to
fifty percent (50%) of the entire issued and paid up share capital of the new company; or
b. acquiring from WTCH fifty percent (50%) of the entire issued and paid up capital in Tan
Chong Apparels Sdn Bhd, a wholly-owned subsidiary of WTCH.
(iii) The Joint Venture Agreement dated 12 December 2002 entered into between Wacoal Corp
(“WC”) and WTCH to distribute, import, sell, market and promote or otherwise deal in ladies’
garments, apparels, sportswear and other products approved by WC or manufactured and
supplied by Tan Chong Apparels Manufacturer Sdn Bhd under the trade name and trade mark
“Wacoal” in Malaysia through a company (which has since been incorporated on 19
December 2002 under the name of “Wacoal Malaysia Sdn Bhd”) in which WC and WTCH
will each ultimately hold a fifty percent (50%) equity interest.
(iv) The Memorandum dated 1 March 2003 between WTCH, Wacoal Corp and Tan Chong
Apparels Sdn Bhd (“TCAP”) in relation to the parties’ respective participation and
involvement in the smooth transfer of the Business from TCAP to Wacoal Malaysia Sdn Bhd.
(v) The Memorandum On Stock Valuation dated 20 March 2003 between Wacoal Malaysia Sdn
Bhd (“WM”) and Tan Chong Apparels Sdn Bhd (“TCAP”) in relation to the value of the
inventory of TCAP to be paid for by WM.
(vi) The Conditional Sale and Purchase Agreement dated 24 March 2003 entered into between Tan
Chong Apparels Sdn Bhd (“TCAP”) and Wacoal Malaysia Sdn Bhd (“WM”) pursuant to
which TCAP will sell the business of distributing apparel products in Malaysia and all the
transferred assets consisting of goodwill, chattels, golf club membership, stocks and insurance
policies to WM for cash consideration as follows:
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a. in respect of the transferred assets excluding stocks and insurance policies for a total cash
consideration of RM5.535 million; and
b. in respect of stocks and insurance policies for a total estimated cash consideration of
RM5.051 million.
(vii) The Extension Agreement dated 4 April 2003 entered into between WTCH and Wacoal Corp
whereby it is agreed that the period for obtaining the approval of WTCH’s shareholders on the
proposals, as provided in the Joint Venture Agreement dated 12 December 2002, be extended
until 31 May 2003.
(viii) The Supplemental Joint Venture Agreement dated 2 May 2003 between WTCH and Wacoal
Corp, whereby the parties have agreed to delete from the Joint Venture Agreement dated 12
December 2002 the following clause:
Clause 13.8
“Each JV Party may, by giving six (6) months written notice to the other JV party, terminate
the Proposed Joint Venture. Upon such termination, the JV Parties shall procure that WM be
wound up voluntarily.”
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the registered office of the Company
following the publication of this Circular from Mondays to Fridays (except public holidays) during
business hours up to and including the date of the AGM:-
(i) the Memorandum and Articles of Association of WTCH;
(ii) the audited accounts of the WTCH Group for the two (2) financial years ended 31 December
2003;
(iii) written consent referred to in paragraph 2 of this Appendix;
(iv) the relevant cause papers in respect of material litigation referred to in paragraph 3 of this
Appendix;
(v) the material contracts referred to in paragraph 4 of this Appendix; and
(vi) valuation report and Valuer’s letter dated 18 February 2004 by Rahim & Co. on the Subject
Land.
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