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Contents :

NOTICE IS HEREBY GIVEN that the Twenty-Ninth Annual General Meeting of TAN CHONG MOTOR HOLDINGS BERHAD will be held at 3rd Floor, 21 Jalan Ipoh Kecil, 50350 Kuala Lumpur, Malaysia on Friday, 25 May 2001 at 11:00 a.m. to transact the following businesses:

Ordinary Business: Reports and Accounts

1. To receive and consider the Statement of Accounts for the financial year ended 31 December 2000 together with the Reports of the Directors and Auditors thereto. Resolution 1

Ordinary Business: Final Dividend

2. To declare a final dividend of 6% less income tax for the financial year ended 31 December 2000. Resolution 2

Ordinary Business: Directors

3. To re-appoint Dato’ Tan Kim Hor as Director pursuant to Section 129 (6) of the Companies Act, 1965. Resolution 3

4. To re-elect:

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  - i. Mr. Geh Cheng Hooi as Director in accordance with Article 101 of the Company’s Articles of Association. Resolution 4
  

ii. Dato’ Ng Mann Cheong as Director in accordance with Article 101 of the Company’s
Articles of Association. Resolution 5

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  - Mr. Toshiyuki Shiga, who retires in accordance with Article 80 of the Company’s Articles of Association and is eligible for re-election, has indicated that he does not wish to seek re-election.
  

Ordinary Business: Auditors

5. To re-appoint the Auditors and authorise the Directors to fix their remuneration.
Resolution 6

Special Business: Directors’ fees

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

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  - "RESOLVED BY WAY OF AN ORDINARY RESOLUTION THAT the aggregate fees payable to the Directors of the Company be hereby increased to an amount not exceeding RM300,000/- per annum the for financial year ended 31 December 2000 and each financial year thereafter." Resolution 7

7. 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
4 May 2001


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. To be valid, 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.

4. Explanatory Statement on Special Business relating to Directors’ Fees

It is important that the Directors of the Company be adequately remunerated so that the Company will be able to retain and attract persons of calibre and credibility with the necessary skill and experience to manage the Company. The skill and experience of the Directors are required more particularly in the application of the principles set out in Part 1 of the Malaysian Code on Corporate Governance and compliance with the Best Practices in Corporate Governance set out in Part 2 of the Malaysian Code on Corporate Governance, which will be for the benefit of the shareholders of the Company. In addition, under the revamped Kuala Lumpur Stock Exchange Listing Requirements, with effect from 1 August 2001, the number of independent Directors would have to be increased. Therefore, it has become necessary for the aggregate amount of directors’ fees to be increased and approved in advance so that the Directors may be paid in the course of each financial year.

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    - In accordance with Article 82 (ii) of the Company’s Articles of Association, the Board recommends that shareholders approve in advance, an annual payment of directors’ fees of an aggregate amount not exceeding RM300,000/-. The Board will seek fresh approval from the shareholders when there is a need to change the amount.

Article 82 (ii) of the Articles of Association of the Company reads as follows:

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    - "Fees payable to all Directors shall be determined by the Company in general meeting and shall not be increased except pursuant to a resolution passed at a general meeting where notice of the proposed increase has been given in the notice convening the meeting. Such fees may be divided among the Directors in such proportions and manner as the Directors shall determine"”