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THONG GUAN INDUSTRIES BERHAD

09

STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors remains fully committed to achieving and maintaining high standards of corporate governance and effective application of the principles and best practices set out in the Malaysian Code of Corporate Governance (the“Code”) throughout Thong Guan Industries Berhad (“TGIB”) and its subsidiary companies (“The Group”). The Board considers corporate governance as synonymous to three key guiding concepts namely transparency, accountability, and integrity

The Board is pleased to set out below the statements which outline the group’s main corporate governance practices.

PRINCIPLES STATEMENT

The following statement sets out how the Company has applied the Principles in Part 1 of the Code.The Principles are

dealt with under the headings of:

A. B. C. D .

Board of Directors; Directors’ Remuneration; Shareholders; and Accountability and Audit

.

A. BOARD OF DIRECTORS

Board Duties and Responsibilities

The Group recognizes the pivotal role played by the Board in the stewardship of its direction and operations, and ultimately to enhance long-term shareholder value.To fulfill this role & function, the Board is responsible for the overall corporate governance of the Group, including the strategic direction, establishing goals for the management and monitoring the achievement of these goals.The Board retains full and effective control of the Group.

Whilst the Board does not have a formal schedule of matters reserved to it for decision, the Directors are normally involved in deliberating the overall Group strategy and direction, major acquisition and/or divestment, approval of major capital expenditure, consideration of significant financial matters and the review of financial and operating performance of the Group. Nonetheless, a Board Charter had been formulated in defining the roles of Board of Directors and Managing Director.The Board delegates the day-to-day operations of the Group to the Executive Directors, who have vast experience in the business of the Group.

Board Meetings

The Board meets on a scheduled basis at least four (4) times a year with additional meetings convened when urgent and important decisions need to be made in between the scheduled meetings. During the financial year ended 31 December 2007, the Board met on four (4) occasions, where it deliberated upon and reviewed a variety of matters including the Group’s financial results, major investments, strategic directions, new business proposals, and various reports and presentations from Board Committees, external auditor as well as management of the Group. 50 Board papers, minutes of the last meetings and agenda are prepared and circulated to the Board in advance of each meeting to render Directors sufficient time to evaluate and address the issues concerned.The Chairman, with the assistance of the Company Secretary, undertake the primary responsibility for preparing and organizing information necessary for the Board to deal with the agenda and for providing this information to the Directors on a timely basis. During the meetings, the Managing Director briefs the Board, and where appropriate, board papers that encompass both financial and non-financial information are made available to Directors.This enables the Directors to make enquiries and obtain further explanations where necessary. All proceedings are minuted and signed by the Chairman during the Board meeting. Details of the Director’s attendance of the meeting during the financial year ended 31 December 2007 are as follows:

Executive Directors

Dato’ Ang Toon Cheng @ Ang Tong Sooi

3/4

Ang Poon Chuan

4/4

Ang Toon Piah @ Ang Toon Huat

4/4

Ang Poon Seong

3/4

Ang Poon Khim

4/4

Directors

Attendance

Independent Non-Executive Directors Tengku Makram Bin Tengku Ariff Lee Eng Sheng Dato’ Paduka Syed Mansor Bin Syed Kassim Barakbah

4/4 4/4 3/4

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