Bursa Announcements

Contents :

NOTICE IS HEREBY GIVEN that the Thirty-Second Annual General Meeting of TAN CHONG MOTOR HOLDINGS BERHAD will be held at the Grand Ballroom, Grand Seasons Hotel, 72, Jalan Pahang, 53000 Kuala Lumpur, Malaysia, on Wednesday, 19 May 2004 at 2:30 p.m. to transact the following businesses:

Ordinary Business

1. To receive and consider the Financial Statements for the year ended 31 December 2003 together with the Reports of the Directors and Auditors thereto.
Resolution 1
2. To declare a final dividend of 10 % less income tax for the financial year ended 31 December 2003.
Resolution 2
3. To re-elect the following Directors who are eligible and have offered themselves for re-election, in
accordance with Article 101 of the Company’s Articles of Association

i. Tan Eng Soon Resolution 3
ii. Ahmad bin Abdullah Resolution 4

4. To re-appoint the Auditors and to authorise the Directors to fix their remuneration. Resolution 5

Special Business

5. To consider and if thought fit, to pass the following resolution as an ordinary resolution:

PROPOSED GRANT OF AUTHORITY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

"THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company and approvals and requirements of the relevant governmental/regulatory authorities (where applicable), the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to allot and issue new ordinary shares of RM0.50 each in the Company, from time to time and upon such terms and conditions and for such purposes and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to the resolution does not exceed 10% of the issued and paid-up share capital for the time being of the Company AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company." Resolution 6

6. To transact any other business of the Company of which due notice shall have been received.

By order of the Board
TAN ENG GUAN
Company Secretary

Kuala Lumpur
27 April 2004

Notes:

1. A member entitled to vote is entitled to appoint a proxy or proxies (but not more than two) to attend and vote for him. A proxy need not be a member of the Company, and, where there are two proxies, the number of shares to be represented by each proxy must be stated.

2. In the case of a corporation, the form of proxy appointing a corporate representative must be executed under seal or under the hand of an officer or attorney duly authorised.

3. An authorised nominee may appoint one proxy in respect of each securities account the authorised nominee holds in the Company standing to the credit of such securities account. Each appointment of proxy shall be by a separate instrument of proxy which shall specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting.

4. The form of proxy must be deposited at the Registered Office of the Company, 62 - 68 Jalan Ipoh, 51200 Kuala Lumpur, Malaysia, not less than forty-eight hours before the time appointed for the meeting.

5. Explanatory Statement on Special Business in relation to Resolution 6:

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  The Company continues to consider opportunities to broaden the operating base and earnings potential of the Company. If any of the expansion or diversification proposals involve the issue of new shares, the Directors of the Company, under present circumstances, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued and paid-up share capital of the Company.

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  In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors of the Company be empowered to issue shares in the Company up to an amount not exceeding in total 10% of the issued and paid-up share capital of the Company for the time being, for such purpose. This authority, unless revoked or varied at a general meeting, shall continue to be in force until the conclusion of the next annual general meeting of the Company.