Contents :

The Board of Directors of Ta Win Holdings Berhad ("the Company") wishes to furnish the following additional information pertaining to the letter of query from Kuala Lumpur Stock Exchange dated 17 May 2001:-

1) Salient features of the Conditional Sale and Purchase Agreement and valuation report, and the time and

place where the documents may be inspected.

A) Sale and Purchase Agreement dated 8 May 2001

Salient points:

1.1 Vendor : YONG CHEN CORPORATION SDN. BHD. (Co. No. 196752-T)

1.2 Purchaser : TA WIN INDUSTRIES (M) SDN. BHD. (Co. No. 193324-U)

1.3 Land particulars:

1.3.1. PT No. 1237, H.S. (M) 1348, Mukim Kelemak, Negeri Melaka measuring 2,817 sq.meter; and

1.3.2. PT No. 1290, H.S. (M) 1343, Mukim Kelemak, Negeri Melaka measuring 3,857 sq.meter.

1.4 Purchase Price : Ringgit Malaysia Six Hundred And Fifty Thousand (RM650,000.00) only
calculating at the rate of Ringgit Malaysia Ninety Seven and Sen Thirty Nine (RM97.39) only per square meter.

1.5 Restriction In Interest :-

"Tanah yang diberimilik ini tidak dibenarkan dipindahmilik, dipajak atau disewakan kepada sesiapapun tanpa kebenaran bertulis daripada Pihak Berkuasa Negeri kecuali pindahmilik pertama daripada Perbadanan kepada pembeli pertama."

1.6 Conditions precedent :-

1.6.1. Vendor obtaining and receiving the written approval or consent to transfer from the State
Government of Melaka (hereinafter referred to as "the said Consent") for the transfer
of the said land to the Purchaser;

1.6.2. the Vendor obtaining approval from it's members and the Board of Directors
approving the disposal of the said Land upon the terms and conditions contained
herein;
1.6.3. the Purchaser securing from it's holding company, Ta Win Holdings Berhad it's
members approval via an Extraordinary general meeting approving the proposed
acquisition of the said Land by the Purchaser on the terms and conditions contained
therein; and

1.6.4. the Purchaser obtaining approval from it's members and the Board of Directors
approving the acquisition of the said Land upon the terms and conditions contained
herein.

within four (4) months from the date of Agreement subject to an extension of two (2) months. In the event any of the said conditions are not fulfilled within the extended period, the conditional sale and purchase of the said Land shall be deemed terminated and the deposit of RM65,000.00 paid shall be refunded to the Purchaser, without interest and thereafter, the Sale and Purchase Agreement shall have no further effect on the parties hereto.

1.7 Mode Of Payment Of Purchase Price;

i) RM65,000.00 upon execution of Sale and Purchase Agreement;

ii) balance thereof amounting to Ringgit Malaysia Five Hundred Eighty Five Tousand
(RM585,000.00) only to be paid within thirty (30) days from the date on which the conditions
precedent are fulfilled subject to an extension of thirty (30) days from the expiry of the
completion date subject to late payment interest of eight per centum (8%) per annum,
calculated on the outstanding balance of purchase price due to the Vendor.

1.8 Vacant Possession

The Vendor is selling the said Land and the Purchaser is purchasing the siad Land with vacant
possession.

B) Valuation Report

Salient points:

2.1 The Property identified as follows:-

Title Nos. Lot Nos. Mukim District State
i) H.S.(M) 1348 P.T. 1237 Kelemak Alor Gajah Melaka
ii) H.S.(M) 1343 P.T. 1290 Kelemak Alor Gajah Melaka

2.2 The property has leasehold tenure with term of 99 years expiring on 25th June 2089, leaving unexpired
term of about 89 years.
2.3 The property comprises two (2) adjoining plots of vacant industrial land with total provisional land area
of 6,674 sq.m (71,838,34 square feet)
2.4 The valuation is derived by using the Comparison Method and the market value is RM650,000/- as at
the material date of valuation on 16 September 2000.

C) Documents for inspection

Copies of Conditional Sale and Purchase Agreement dated 8 May 2001 together with the valuation report dated 25 September 2000 will be available for inspection during office hours at the Registered Office of the Company at Graha Maju (Bangunan PKNM), Tingkat 10, Lot 1A, Jalan Graha Maju, 75300 Melaka with effective from 8 May 2001.

2.) The net book value of the Land based on the latest audited accounts of Yong Chen Corporation Sdn.
Bhd. ("YCCSB")

The net book value of the Land based on the latest audited accounts of YCCSB as at 31 December
2000 is RM150,378.00

3.) The original cost of investment in the Land to YCCSB and date(s) of such investment.

The original cost of investment in the Land to YCCSB in the accounts for the year ended 31 December 1990 is RM169,175/- and such investment was done in the year of 1990.The date of transfer the property as stated in the Land titles was 30 March 1991 respectively. YCCSB is unable to furnish the date of sale and purchase agreement for such investment.

4.) The rationale for the Proposed Acquisition.

The Proposed Acquisition is for construction of factory building and enhance TWM's operational and expansion efficiencies.

5.) Particulars of liabilities to be assumed by TWM arising from the Proposed Acquisition.

No liabilities to be assumed by TWM arising from the Proposed Acquisition except for the stamp duties payable upon the transfer of the property title.

6.) A statement by the Board of Directors stating whether or not the Proposed Acquisition is in the best
interests of the Company, and where a director disagree with such statement, a statement by the
director setting out the reasons and the factors taken into consideration in forming that opinion.

The Board of Director of the Company with the exception of the interested directors, is of the opinion that the transaction is fair and reasonable and is in the best interest of the Company.

7). Terms of any arrangement for payment on deferred basis, if any.

The mode of payment for the Proposed Acquisition in accordance with the Conditional Sale and Purchase Agreement dated 8 May 2001 are as follows:-

i) RM65,000.00 upon execution of Sale and Purchase Agreeement;

ii) balance thereof amounting to Ringgit Malaysia Five Hundred Eighty Five Thousand (RM585,000.00)
only to be paid within thirty (30) days from the date on which the conditions precedent are fulfilled subject
to an extension of thirty (30) days from the expiry of the completion date subject to late payment interest
of eight per centum (8%) per annum, calculated on the outstanding balance of purchase price due to the
Vendor.

8.) Whether persons connected with a director and substantial shareholder, have any interest, direct and
indirect, in the Proposed Acquisition and the nature and extent of their interests, and for a connected
person, the nature of the relationship with such director or substantial shatreholder, and the name of the
connected person.

The following are the direct and indirect interest held by Mr. Chen, Hsi-Tao, his spouse Madam Chen Yu, Kuei-Feng and their sons, Mr. Chen, Hung-Lin and Mr. Chen, Hung-Ping.

Mr. Chen, Hsi-Tao and Madam Chen Yu, Kuei-Feng are the directors and shareholders of YCCSB with each of them holding one (1) share each representing 50% equity interest each.

Below are the direct and indirect interests of Mr. Chen, Hsi-Tao, his spouse Madam Chen Yu, Kuei-Feng and his sons Mr. Chen, Hung-Lin and Mr. Chen, Hung-Ping in the issued and paid-up share capital of Ta Win Holdings Berhad as at 8 May 2001:-

Interest in Ta Win
Name of Direct Indirect Interest in Yong Chen
Shareholder No. of shares % No. of shares % No. of shares %

Chen, Hsi-Tao 19,874,998 49.69 *3,647,000 9.12 1 50
(Chairman and Managing
Director)

Madam Chen Yu, Kuei-Feng 2,125,000 5.31 **21,396,998 53.49 1 50
(Executive Director)

Chen, Hung-Lin 768,000 1.92 #22,753,998 55.89 "2 100
(Executive Director and
Alternate Director to
Madam Chen Yu, Kuei-Feng)

Chen, Hung-Ping 754,000 1.88 '22,767,998 56.92 "2 100

Note :

(*) By virture of the shareholdings of his spouse, Madam Chen Yu, Kuei-Feng and his sons Mr. Chen, Hung-Lin and Mr. Chen, Hung-Ping.

(**) By virture of the shareholdings of her spouse, Mr, Chen, Hsi-Tao and her sons Mr. Chen, Hung-Lin and Mr. Chen, Hung-Ping.

(#) By virture of the shareholdings of his parents, Mr, Chen, Hsi-Tao, Madam Chen Yu, Kuei-Feng and his brother Mr. Chen, Hung-Ping.

(') By virture of the shareholdings of his parents, Mr, Chen, Hsi-Tao, Madam Chen Yu, Kuei-Feng and his brother Mr. Chen, Hung-Lin.

(") Deemed interested by virture of his parents, Chen, Hsi-Tao and Madam Chen Yu, Kuei-Feng who each holds 1 ordinary share in the share capital of Yong Chen

Save as disclosed above, Chen, Hsi-Tao, Madam Chen Yu, Kuei-Feng and Chen, Hung-Lin do not have any other direct or indirect interest in Yong Chen.

Accordingly, Mr. Chen, Hsi-Tao, Madam Chen Yu, Kuei-Feng and Mr. Chen, Hung-Lin have and shall continue to abstain from all board deliberations pertaining to the Proposed Acquisitions. Mr. Chen, Hsi-Tao, Madam Chen Yu, Kuei- Feng, Mr. Chen, Hung-Lin and Chen, Hung-Ping shall abstain from voting in respect of their direct or indirect interest in Ta Win on the resolution pertaining to the Acquisition of Land from Yong Chen.

Save as disclosed above, none of the other Directors and/or substantial shareholders of Ta Win or any person connected to the Directors and/or substantial shareholders have any interest, direct or indirect, in the acquisition of Land from Yong Chen.
Letter of Query from Kuala Lumpur stock Exchange (Reference No.:NM-010516-39796) dated 17 May 2001

Query Letter Contents :

We refer to your announcement dated 9 May 2001 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
1. Salient features of the Conditional Sale and Purchase Agreement and
valuation report, and the time and place where the documents may be inspected.
2. The net book value of the Land based on the latest audited accounts of
YCCSB.
3. The original cost of investment in the Land to YCCSB and date(s) of such
investment.
4. The rationale for the Proposed Acquisition.
5. Particulars of liabilities to be assumed by TWM arising from the Proposed
Acquisition.
6. A statement by the Board of Directors stating whether or not the Proposed
Acquisition is in the best interests of the company, and where a director
disagrees with such statement, a statement by the director setting out the
reasons and the factors taken into consideration in forming that opinion.
7. Terms of any arrangement for payment on deferred basis, if any.
8. Whether persons connected with a director and substantial shareholder, have
any interest, direct and indirect, in the Proposed Acquisition and the nature
and extent of their interests, and for a connected person, the nature of the
relationship with such director or substantial shareholder, and the name of
the connected person.



Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
KUALA LUMPUR STOCK EXCHANGE

Tan Yew Eng
Senior Manager, Listing Operations
NMA/TYE