Contents :

We refer to your letter of query dated 19/6/2000 on the above matter.

As requested, appended below is the information required by the Exchange for public release :-

1. DPSB is engaged in and carries on the business of the manufacture and sale of plastic lithium ion batteries. DPSB’s manufacturing plant is located in Ipoh, Perak. However, the plant is not yet equipped to commence full commercial production. The issued and paid-up share capital of DPSB is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each.

2. Based on the latest audited accounts of DPSB for the year ended 30/6/99, its turnover was nil and net loss for the year was RM251,772. DPSB’s net tangible assets as at 30/6/99, after deduction for product development expenditure and intangibles, was RM4,384,961.

3. Salient features of the Sale & Purchase Agreement dated 19/5/2000 (“the S&P Agreement”) were as shown below in the Table format. The S&P Agreement is available for inspection at UMSB’s registered office at Lot 2, Jalan 222, Section 51A, 46100 Petaling Jaya, Selangor Darul Ehsan from 9.00 a.m. to 5.00 p.m., Monday to Friday.

4. The names of the directors and substantial shareholders of DPRES together with their respective shareholdings therein (as at 19/5/2000) were as indicated below in the Table format.

5. There are no persons connected with the directors and/or substantial shareholders of FCW Holdings Berhad ("the Company") who have any interest, direct or indirect, in the Disposal.

6. The full consideration of RM14,252,408.67, comprising the Balance Purchase Price of RM6,000,000, principal amount of the Loan of RM7,000,000 together with the Loan Interest of RM1,252,408.67 (as at 25/5/2000), was paid by DPRES to UMSB on 25/5/2000. With the above payment, the Disposal was completed on 25/5/2000.

7. The conversion rate of the ICULS is RM3.00 nominal amount of the ICULS into one (1) new ordinary share of RM1.00 each in DPSB. The conversion period is three (3) years from and including the date of the issue of the ICULS. The ICULS were issued to UMSB on 28/5/99 and will expire on 27/5/2002.

8. In connection with the Disposal, DPRES has given a letter of indemnity dated 25/5/2000 to the Company in relation to a Put Option Agreement dated 30/9/98 (“the Put Option Agreement”) executed between the Company and Hong Leong Finance Berhad (“HLFB”), in which DPSB was named as the beneficiary, in relation to the Industrial Hire Purchase Line Facility of RM1,500,000 (“the Facility”) granted vide HLFB’s letter of offer dated 25/8/98. DPRES has agreed to indemnify the Company against all and any losses, damages, costs and expenses that the Company suffers or sustains and/or may suffer or sustain under or arising under the Put Option Agreement. DPRES has also agreed to procure a discharge by HLFB of all the Company’s obligations or liabilities under the Put Option Agreement within six (6) months from 25/5/2000. DPRES further undertakes to procure DPSB to settle in full the outstanding liabilities under the Facility within twenty four (24) months from 25/5/2000.

9. The proceeds in respect of the Disposal will be used for working capital purposes.

10. The Disposal would allow the Group to streamline its core activities and an opportunity to realise with some return on its investment in DPSB. The Company is of the opinion that substantial funds would be required to facilitate DPSB to commence commercial production, the success of which is uncertain.

11. As requested, a Statement by the Board of Directors stating that the Disposal is in the best interests of the Company will be forwarded to the Exchange

12. The Disposal is expected to increase the Group’s net tangible assets per share by RM0.024.
Item No. 3

Purchaser	Dyna Prestasi Sdn Bhd (“DPRES”)
Purchase Price	RM7,500,000 ie RM2.50 per share for the Sale Shares and RM500,000 for the ICULS. Therefore, the total sale consideration for the Sale Shares and ICULS is RM8,000,000.

Deposit	RM2,000,000 payable upon execution of the S&P Agreement
Balance Purchase Price	RM6,000,000 payable on or before the expiry of a period of sixty (60) calendar days from the date of the S&P Agreement (“the Completion Date”).
Repayment of the Loan & Loan Interest	DPRES to fully repay UMSB on the Completion Date the principal amount of a loan of RM7,000,000 (“Loan”) together with interest on the Loan up to the day of actual payment. The Loan was given by UMSB to DPRES in 1997 in coonection with a Joint Venture (“JV”) Agreement between UMSB and DPRES on 7/11/97. Pursuant to the JV Agreement, the issued and paid up capital of DPSB was increased to RM10,000,000 divided into 10,000,000 ordinary shares of RM1.00 each wherein 30% was held by UMSB and 70% by DPRES. Pursuant to the JV Agreement, UMSB and DPRES also entered into a Loan Agreement wherein UMSB extended the Loan to DPRES at an interest rate of 7% per annum.

Item No. 4

Directors	Shareholding	% of Shareholding
Dr Sulaiman Shaari	23,750	95%
Madam Lim Poh Chuan	N/A	N/A
Encik Amir Hassan Shaari	N/A	N/A
Substantial Shareholders
Dr Sulaiman Shaari	23,750	95%
Mr Ng Khong Kian	1,250	5%

Query Letter Contents :

We refer to your announcement dated 24 May 2000 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following information
for public release:-
1. The details of DPSB, e.g. principal activity and the issued & paid-up share
capital.

2. The net tangible assets and net profits of DPSB based on the latest audited
accounts.

3. Salient features of the Sale & Purchase Agreement and the time and place
where such document may be inspected.

4. The names of the directors and substantial shareholders of Dyna Prestasi Sdn
Bhd ("DPRES") and their respective shareholdings therein.

5. Whether any persons connected with the directors and/or substantial
shareholders, have any interest, direct or indirect, in the Disposal.

6. Terms of any arrangement for payment of the sale consideration on a deferred
basis.

7. The conversion rate and conversion period of the ICULS.

8. Particulars of all liabilities to be assumed by DPRES, arising from the
Disposal.

9. The utilisation of the proceeds in respect of the Disposal.

10. The rationale for the Disposal.

11. A statement by the Board of Directors stating whether or not the Disposal is
in the best interests of the Company, and where a director disagrees with such
statement, a statement by the director setting out the reason(s) and the
factor(s) taken into consideration in forming that opinion.

12. Effect of the Disposal on the net tangible assets per share of the Group.

Please furnish the Exchange with your reply within two (2) market days from the
date hereof.

Yours faithfully
KUALA LUMPUR STOCK EXCHANGE


LISA LAM
Senior Manager, Listing Operations
LL/WSW