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					                                                                                                SEG INTERNATIONAL BHD




                                                                               step into a larger world




                                                       SEG INTERNATIONAL BHD
                                                       | 145998-U
                                                       2002 Annual Report




10th Floor, Menara Summit, Persiaran Kewajipan USJ1,

47600 UEP Subang Jaya, Selangor Darul Ehsan

Tel: 03-80265888 Fax: 03-80265999

www.segi.edu.my
                                                                                                2002 annual report
Mission
   The SEG International Bhd Group is committed to the pursuit of excellence in education that
                                                                                                         SEGi Education Network
                                                                                                          SEGi Education Network
                                                                                                           Northern Region
   leads to productive careers to meet the needs of Malaysia and the global economy, and to the            Systematic College, Penang                     PRIME College, Bukit Mertajam             PRIME Training & Development Centre,
   encouragement of intellectual integrity and social responsibility.                                      33C, Lebuh Pantai, Elceetee Building           G45, The Summit,BM Plaza, Level 8,        Alor Star
                                                                                                           10300 Penang                                   Wisma Summit                              17-18, Jalan Tengah
                                                                                                           tel (604) 262 8127 fax (604) 262 2193          No. 566, Jalan Arumugam Pilai             05100 Alor Setar
   • To provide highly recognised academic programmes, effectively delivered to students from              info@systematicpg.edu.my                       14000 Bukit Mertajam                      Kedah Darul Aman
                                                                                                                                                          Penang                                    tel (604) 733 9199 fax (604) 732 5199
     diverse social cultural backgrounds.                                                                                                                 tel (604) 537 0020 fax (604)537 1020      prime88@tm.net.my
                                                                                                                                                          courses@bm.prime.edu.my
   • To operate as a cost effective independent provider of higher education through conscientious
     efforts to maintain reasonable profitability to sustain growth.

   • To enable access to high quality, reasonably priced tertiary education for all levels of society.
                                                                                                           Central Region
                                                                                                           Systematic College, Kuala Lumpur               Institut Systematic, Klang                Summit International College, USJ
                                                                                                           Bangunan Systematic, 33-35, Jalan Hang Lekiu   14-22, Jalan Kepayang Off Jalan Meru      3rd Floor The Summit
   • To encourage students to develop an attitude of critical enquiry, and to promote the desire for       50100 Kuala Lumpur                             41050 Klang                               Persiaran Kewajipan USJ 1
     lifelong learning.                                                                                    tel (603) 2070 2078 fax (603) 2034 2759        Selangor Darul Ehsan                      47600 UEP Subang Jaya
                                                                                                           sbtcinfo@systematic.edu.my                     tel (603) 3342 2655 fax (603) 3342 1655   Selangor Darul Ehsan
                                                                                                                                                          isk_enquiries@systematic.edu.my           tel (603) 8600 1888 fax (603) 8600 1999
   • To maintain stringent assessment standards as expected by professional and public bodies to           Systematic College, Petaling Jaya                                                        enquiry@sic.prime.edu.my
                                                                                                           10, Jalan SS2/61, 47300 Petaling Jaya          PRIME College, USJ
     ensure that graduates are competent and highly regarded in the workplace.                             Selangor Darul Ehsan                           4th Floor, The Summit,                    Systematic Management Resource Centre, USJ
                                                                                                           tel (603) 7875 7118 fax (603)7874 8696         Persiaran Kewajipan USJ 1                 4th Floor The Summit
                                                                                                           enquiries@scpj.edu.my                          47600 UEP Subang Jaya                     Persiaran Kewajipan USJ 1
   • To provide a stimulating environment and a complete learning experience for our students.                                                            Selangor Darul Ehsan                      47600 UEP Subang Jaya
                                                                                                           Systematic Institute of IT, Kuala Lumpur       tel (603) 8600 1888 fax (03) 8600 1999    Selangor Darul Ehsan
                                                                                                           14-20, Grd Floor, Luen Heng Building           prime@po.jaring.my                        tel (603) 8023 2616 fax (603) 8023 4616
   • To liaise and cooperate with industrial, professional, governmental and social sectors for the        Jalan Hang Lekir                                                                         dlearn@systematic.edu.my
     advancement of knowledge and professional standards.                                                  50000 Kuala Lumpur                             MSC International College, USJ
                                                                                                           tel (603) 2072 2536 fax (603) 2072 4382        3rd Floor The Summit                      IFPA Resources, USJ
                                                                                                           siit@systematic .edu.my                        Persiaran Kewajipan USJ 1                 4th Floor The Summit
   • To contribute to the realisation of our leaders’ aspiration and achievements of the nation’s                                                         47600 UEP Subang Jaya                     Persiaran Kewajipan USJ 1
                                                                                                           Systematic Secretarial Centre, Kuala Lumpur    Selangor Darul Ehsan                      47600 UEP Subang Jaya
     social and economic objectives and to encourage cultural understanding and sensitivity within         14-20, Grd Floor, Luen Heng Building           tel (603) 8600 1888 fax (603) 8600 1999   Selangor Darul Ehsan
     the Malaysian society.                                                                                Jalan Hang Lekir                               study@msccollege.com.my                   tel (603) 8023 5911 fax (603) 8023 5311
                                                                                                           50000 Kuala Lumpur                                                                       enquiry@ifpa-re.com
                                                                                                           tel (603) 2070 1406 fax (603) 2072 5468        Pusat Makmur
   • To be sensitive to staff needs and to provide ample opportunity to upgrade themselves be it           ssc@systematic .edu.my                         4th Floor, 14-22,                         SBT Professional Publications, USJ
                                                                                                                                                          Jalan Kepayang Off Jalan Meru,            10th Floor, Menara Summit
     pedagogical or administration.                                                                                                                       41050, Klang                              Persiaran Kewajipan USJ 1
                                                                                                                                                          Selangor Darul Ehsan                      47600 UEP Subang Jaya
                                                                                                                                                          tel (603) 3342 6555 fax (603) 3343 1009   Selangor Darul Ehsan
   • To conduct its affairs with efficiency and in a manner which gives prominence to educational,                                                        isk_enquiries@systematic.edu.my           tel (603) 8026 5888 fax (603) 8026 5999
     social and financial responsibilities.                                                                                                                                                         sbt@segi.edu.my




                                                                                                           East Malaysia
Vision                                                                                                     Institut Systematic, Kuching
                                                                                                           15, Block B, King’s Centre Jalan Simpang 3
                                                                                                                                                          IBMS College, Kuching
                                                                                                                                                          211 Jalan Bukit Mata Kuching
                                                                                                                                                                                                    PRIME College, Miri
                                                                                                                                                                                                    Lot 2842 Lorong 8 Jalan Jee Foh
                                                                                                           93350 Kuching                                  93100 Kuching                             Krokop
   • To be innovative, broad-based and service driven.                                                     Sarawak                                        Sarawak                                   98000 Miri
                                                                                                           tel (082) 577 588 fax (082) 458 607/576 402    tel (6082) 252 566 fax (6082) 231 355     Sarawak
                                                                                                           enquiries_kch@systematic.edu.my                enquiry@ibms.edu.my                       tel (6085) 439 082/079 fax (6085) 439 078
   • To be highly regarded for excellence in teaching.                                                                                                                                              primemiri@po.jaring.my

                                                                                                                                                                                                    Southern Region
   • To provide students with recognised and influential qualifications.
                                                                                                           IBMS Training & Development Centre,            Systematic Training Centre, Serian        Systematic College, Johor Bahru
                                                                                                           Kuching                                        Lot 279-280 Bangunan Bulan Sabit Merah    Level 32, Mail Box 230, Menara Landmark
   • To be sensitive and responsive to national and community needs.                                       211 Jalan Mata Kuching                         Blok 15, Bukar Sadong                     12 Jalan Ngee Heng
                                                                                                           93100 Kuching                                  Land District                             80000 Johor Bahru
                                                                                                           Sarawak                                        94700 Kuching                             Johor
   • To contribute significantly to make Malaysia a centre of educational excellence.                      tel (082) 256 625 fax (082) 231 355            Sarawak                                   tel (607) 224 4622/223 1872
                                                                                                                                                          tel (6082) 872 688 fax (6082) 448 607     fax (607) 223 2608
                                                                                                                                                                                                    sysjb@tm.net.my
Contents
  Introduction                                                             3

  Notice of Annual General Meeting                                         4

  Statement Accompanying Notice of Annual General Meeting                  5

  Corporate Information                                                    7

  Chairman’s Statement                                                     9

  President’s Message                                                     13

  CEO’s Insight                                                           17

  Directors’ Profile                                                      21

  Members of the Audit Committee                                          26

  Senior Management Team                                                  28

  Partner Universities                                                    33

  Partner Professional Bodies                                             40

  Systematic Group of Colleges                                            44

  PRIME Group of Colleges                                                 46

  Panoramic View of SEGi’s Strengths and Spread in 2002                   48

  Calendar of Events                                                      52

  SEGi Education Programmes                                               54

  Corporate Governance Statement                                          58

  Audit Committee Report                                                  65

  Statement on Internal Control                                           70

  Financial Highlights 2002                                               72

  Financial Statements 2002                                               74

  Group Properties                                                       113

  Analysis of Shareholdings                                              115

  Form of Proxy                                                          119

  SEGi Education Network                                    Inside Back Cover
“The price of ignorance is far greater
than cost of an education”
                                   Anon
Introduction

       PRIVATE EDUCATION is a vital sector of our economy. To ensure that Malaysia continues to
       remain competitive in the international arena, young people, as well as working adults, need to be
       equipped with knowledge and skills, which can both be acquired in a life-long learning process.


       With greater emphasis placed by the Government to turn Malaysia into a regional centre of
       educational excellence under the Eighth Malaysian Plan, players like SEG International Bhd (SEGi),
       with its 14 colleges and 6 training centres, will continue to soar to greater heights in the years
       ahead. There are already plans to build a flagship campus each in the Klang Valley and Kuching,
       and to extend partnerships to institutions of higher learning in our target markets, besides
       intensifying its recruiment of international students to physically live and study in Malaysia. The
       general outlook for the education industry for the next ten years is still very promising, and SEGi
       wants to be a leader in this growth sector of the Malaysian economy.


       Knowledge may be outdated with the passing of time, but the education industry will never
       become obsolete. In a rapidly changing world, the demand for further education increases and
       more adult Malaysians are going back to school, where the pursuit of postgraduate degrees offer




                                                                                                             SEG INTERNATIONAL BHD
       better job opportunities, where once having a qualification at the undergraduate level would
       suffice.


       As a result of last year’s consolidation exercise, our shareholders can have greater confidence
       in SEGi, as it continues to improve on its operational efficiency and develop partnerships with
       more foreign universities to offer a wider range of programmes. As a result of several agreements     [3]

       signed in the financial year of 2002, we are now in a position to recruit students for both
       undergraduate and postgraduate programmes. We have seen a major shift from offering only
       professional programmes back in 1977, when the first Systematic College was established in
       Kuala Lumpur, to undergraduate and postgraduate programmes, 25 years later. Last year’s 25th
       Anniversary celebration was a significant event for SEGi, which saw the official adoption of a new
       name and a new logo, to reflect the acquisition of PRIME Group of Colleges into the Group.


       In the near future, we will anticipate the education industry as a whole undergoing further
       consolidation and rationalisation. The smaller players may not find it easy to survive. They might
       have to merge with bigger and more established institutions of higher learning, and it is our
       vision and dream to see SEGi Group of Colleges remain in the forefront.


       There will inevitably be new and emerging players, who will come up with new ideas in an
       attempt to get a slice of the cake. SEGi, in responding to the competition, believes it will remain
       a strong player by continuing to deliver what is being promised to students. For us, it is Quality
       Education Within Reach.
                        Notice of Annual General Meeting
                            NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of SEG International Bhd. (“the Company”) will be held at
                            Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan
                            on Wednesday, 25 June 2003 at 3.00 p.m. in order:-

                            1.   To receive and adopt the audited Financial Statements for the year ended 31 December 2002 and the Directors’ and Auditors’
                                 Reports thereon.

                            2.   To declare a final dividend of 7% less tax for the year ended 31 December 2002 as recommended by the Directors in their Report.

                            3.   To approve the Directors’ fees of RM190,000 to be divided amongst the Directors in such manner as the Directors may determine.

                            4.   To re-elect the following Directors retiring in accordance with the Company’s Articles of Association:-

                                 (a) Mr Kee Lian Yong

                                 (b) YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas

                                 (c) YBhg Dato’ Pahamin A. Rajab

                                 (d) YBhg Datin Fadzilah Bte Saad

                            5.   To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director pursuant to Section 129 of the Companies Act, 1965.

                            6.   To re-appoint Messrs KPMG as Auditors of the Company and authorise the Directors to fix their remuneration.

                            7.   As special business, to consider and, if thought fit, pass the following motion:-

                                 Ordinary Resolution
SEG INTERNATIONAL BHD




                                 - Authority to Directors to Issue Shares

                                 “That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in
                                 the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute
                                 discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year
                                 does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered
                                 to obtain approval for the listing and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that
[4]                              such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

                            8.   To consider any other business of which due notice shall have been given.

                            FURTHER NOTICE IS HEREBY GIVEN that a depositor shall qualify for entitlement to the final dividend only in respect of:-

                            a)   securities transferred into the depositor’s securities account before 4.00 p.m. on 14 July 2003 in respect of ordinary transfers; and

                            b)   securities bought on the Kuala Lumpur Stock Exchange (“KLSE”) on a cum entitlement basis according to the Rules of the KLSE.



                            By Order of the Board


                                                                  NOTES:
                            LYSIA LIM YEW NEE
                                                                  1.   A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and
                                                                       vote in his stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the
                            Secretary
                                                                       Companies Act, 1965 shall not apply to the Company. A member who is an authorised nominee may appoint at least
                                                                       one proxy in respect of each securities account it holds.

                                                                  2.   The Form of Proxy must be deposited at the Registered Office of the Company at 10th Floor, Menara Summit, Persiaran
                            Subang Jaya, Selangor                      Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time and date of the
                                                                       meeting or adjourned meeting.
                            3 June 2003
                                                                  3.   Explanatory note to special business

                                                                       - Ordinary resolution on authority to directors to issue shares

                                                                       The Ordinary Resolution, if passed, will give authority to the Directors of the Company to issue ordinary shares of
                                                                       the Company for such purposes as the Directors consider would be in the interest of the Company. This authority,
                                                                       unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the
                                                                       Company.


                         [ 4 ] SEG INTERNATIONAL BHD
Statement Accompanying
Notice Of Annual General Meeting
   (Pursuant to paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange)



   1.   Directors who are standing for re-election at the Seventeenth Annual General Meeting of the Company

        Pursuant to Article 86 of the Company’s Articles of Association

        (a) Mr Kee Lian Yong

        (b) YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas



        Pursuant to Article 93 of the Company’s Articles of Association

        (a) YBhg Dato’ Pahamin A. Rajab

        (b) YBhg Datin Fadzilah Bte Saad



        Pursuant to Article 129 of the Company’s Act, 1965

        YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub



   2.   Details of attendance of Directors at Board Meetings




                                                                                                                                                  SEG INTERNATIONAL BHD
        There were six (6) Board meetings held during the financial year ended 31 December 2002. Details of attendance of the Directors
        are set out in the Corporate Governance Statement appearing on pages 58 to 59 of the Annual Report.



   3.   Place, Date and Time of the Seventeenth Annual General Meeting

        The Seventeenth Annual General Meeting of the Company will be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang
        USJ, Persiaran Kewajipan USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m.                        [5]




   4.   Further details of Directors who are standing for re-election

        Details of Directors who are standing for re-election are set out in the Directors’ Profile appearing on pages 21 to 26 of the
        Annual Report.




                                                                                                                    SEG INTERNATIONAL BHD [ 5 ]
                          “Leadership, like swimming, cannot be
SEG INTERNATIONAL BHD




[6]
                          learned by reading about it”
                                                      Henry Mintzberg




                        [ 6 ] SEG INTERNATIONAL BHD
Corporate Information
  BOARD OF DIRECTORS

  YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub (Chairman)

  Dr Patrick Teoh Seng Foo (President)

  Mr Clement Hii Chii Kok (Chief Executive Officer/Executive Director)

  Mr Kee Lian Yong (Executive Director)

  YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas

  YBhg Dato’ Pahamin A. Rajab

  YBhg Datin Fadzilah Bte Saad

  Mr Amos Siew Boon Yeong

  Mr Simon Hue Fook Chuan

  Tuan Haji Mohd Razi bin Yaacob (Alternate Director to YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub)




  COMPANY SECRETARY                                                          AUDITORS




                                                                                                                                              SEG INTERNATIONAL BHD
  Ms Lysia Lim Yew Nee (MAICSA 7006382)                                      KPMG

                                                                             Wisma KPMG, Jalan Dungun,

  REGISTERED OFFICE                                                          Damansara Heights

  10th Floor, Menara Summit,                                                                                                                  [7]
                                                                             50490 Kuala Lumpur

  Persiaran Kewajipan USJ1,

  47600 UEP Subang Jaya                                                      REGISTRAR

  Selangor Darul Ehsan                                                       Signet Share Registration Service Sdn Bhd

  Tel: 03-80265888                                                           11th Floor, Tower Block

  Fax: 03-80265999                                                           Kompleks Antarabangsa

                                                                             Jalan Sultan Ismail

  WEBSITE                                                                    50250 Kuala Lumpur

  www.segi.edu.my                                                            Tel : 03-2145 4337

                                                                             Fax : 03-2142 1353

  STOCK EXCHANGE LISTING

  Kuala Lumpur Stock Exchange,

  Second Board



                                                                                                                SEG INTERNATIONAL BHD [ 7 ]
                              Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub




[ 8 ] SEG INTERNATIONAL BHD
Chairman’s Statement

  SEGi Group’s strong performance is
  attributable to the continued confidence
  shown by our students and university
  partners in the Group’s colleges and centres.

  On behalf of the Board of Directors, I am pleased to            New university partners have joined the collaboration tie-up
  present the Annual Report and Financial Statements of SEG       with the Group during the year, thus increasing the number
  International Bhd (SEGi) Group and Company for the year         of programmes offered by the Group’s colleges and centres.




                                                                                                                                           SEG INTERNATIONAL BHD
  ended 31 December 2002.                                         The response to the new programmes offered
                                                                  has been encouraging.
  Group Performance
  The Group achieved yet another year of very encouraging         Dividends
  results for 2002. Revenue for the Group increased by 44% to     The Board of Directors is recommending a final dividend
  RM 80.6 million for 2002, compared to revenue of RM 55.9        of 7 sen per share less tax for the financial year ended 31              [9]

  million in 2001. The Group recorded a pre-tax profit of RM      December 2002, subject to the approval of the shareholders
  12.8 million for 2002, compared to a pre-tax profit of RM       at the Annual General Meeting. In 2002, 6 sen per share less
  11.2 million in 2001 after taking into account an exceptional   tax was paid out to the shareholders as the final dividend for
  item in that year amounting to RM 3.2 million. The pre-tax      the previous financial year.
  profit of 2002 represents a remarkable increase of 60% over
  the pre-tax profit before considering the exceptional item in   Operational Review
  the previous year.                                              The year under review was an exciting year for the Group.
                                                                  SEGi Group celebrated its 25th anniversary, capping our
  SEGi Group’s strong performance is attributable to the          milestones as a highly responsive educational provider with
  continued confidence shown by our students and university       its name change and new logo.
  partners in the Group’s colleges and centres. The student
  intake numbers have grown significantly during the year         This was also in line with the successful completion of the
  under review. New facilities and centres were set up to         merger and acquisition of the various colleges and centres
  accommodate the increasing number of students in the Group      under PRIME Group. Although the acquisition was completed
  and to further expand the business.                             in 2001, the synergistic benefits from the merger became
                                                                  evident in 2002. With many merger issues being sorted out
                                                                  and streamlined, the capabilities and capacities of the Group
                                                                  colleges and centres are now enlarged and capitalised on.



                                                                                                             SEG INTERNATIONAL BHD [ 9 ]
          Chairman’s Statement
                         “SEGi Group is committed to provide
                         our students with quality education
                         together with a conducive environment
                         and good facilities for studies”


                            Our colleges and centres are now aligned under two group of        SEGi confidently benchmarked its organisational milestone
                            colleges and training centres, namely the Systematic Group         in the later half of 2002 when its Central Examinations
                            and the PRIME Group. Both these groups will now exert              Department attained the ISO 9001:2000 certification. The
 SEG INTERNATIONAL BHD




                            greater presence in the private education sector through more      management system evaluation certification by a US-based
                            aggressive yet focused marketing programmes that capitalise        body reflects SEGi’s commitment to maintain stringent
                            on their own individual strengths.                                 academic standards across the board in all our campuses.
                                                                                               SEGi also launched a web-CT online support platform, to
                            SEGi has also tied up with numerous Australian university          give our students online access of the study materials and
[ 10 ]                      partners during the year, namely University of Newcastle,          also to complement their face-to-face learning experiences.
                            University of the Sunshine Coast, James Cook University and
                            Edith Cowan University, to offer programmes of these               Future Outlook
                            universities. The new courses, in addition to the other            It has been our mission to deliver academic programmes
                            existing programmes, will open up the field of options for         effectively to students from diverse social and cultural
                            those deciding on obtaining quality qualifications from these      backgrounds. To look ahead in what seems to be an
                            top-notch institutions.                                            economically unsettled year, we will focus on the
                                                                                               current scenario while taking account of our long-term
                            SEGi Group is committed to provide our students with quality       sustainability.
                            education together with a conducive environment and good
                            facilities for studies. The Group spent over RM 9 million          SEGi’s strategy is in managing the centres with optimum
                            during the year to upgrade the facilities and equipment,           efficiency and cost, while setting about to secure a
                            and expand the physical infrastructure of our colleges and         realistic share of the local students’ market. Both the
                            centres. Besides the upgrading of facilities, the Group set up     bigger campuses and the individual training centres will be
                            four additional training centres in Klang, Alor Star, Kuching      expected to perform in ways which underpin our serious
                            and Serian during the year. These centres will cater for the       social and educational responsibilities, such as working
                            increasing demand for training and self development courses        closer with industrial, governmental and professional
                            and are mainly located in smaller towns to make education and      sectors.
                            training more readily available to the residents in these areas.



                         [ 10 ] SEG INTERNATIONAL BHD
We will respond to the increasing local demand for              I wish also to express my grateful thanks to my fellow
recognised professional and academic qualifications through     directors of the Board for their invaluable service and support
the new programme choices we now offer. Traditionally,          to the Group.




                                                                                                                                        SEG INTERNATIONAL BHD
we have been depending on the eminent SEGi alumni’s
achievements to bring us greater exposure and new students.     I am pleased to welcome Dato’ Pahamin A. Rajab and Datin
This year will find us strengthening our commitment on          Fadzilah bte Saad who have joined us as members of the
three areas: skills training for the employment market, local   Board of Directors.
competitional strategies and expansion of joint venture
partnerships in regional overseas markets, all which will       My sincere thanks and appreciation also to Tan Sri Dato’            [ 11 ]

help us achieve our goal of improving our overall financial     (Dr) Abdullah bin Mohd Salleh and Dato’ Shamsir bin Omar
performance, as we continue equipping students with sound       who have retired from the Board, for their invaluable
educational foundation for their careers and lives.             contributions during their tenure as Directors of the
                                                                Company.
Appreciation
On behalf of the Board, I wish to express my appreciation to
the shareholders, business associates, bankers and relevant
authorities for their continued support and confidence
in the Group. My appreciation is also extended to the           Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub
management and staff of the Group for their commitment          Chairman
and contributions towards the Group’s achievements during
the year.




                                                                                                         SEG INTERNATIONAL BHD [ 11 ]
                               Dr Patrick Teoh Seng Foo
[ 12 ] SEG INTERNATIONAL BHD
President’s Message

       “Our spread is one of our strengths that
       provide SEG International an excellent platform
       to build a solid and eminent corporate
       foundation of national and global standing.”


  Last year, SEG International Bhd joyfully chalked up 25 years    Our Group is privileged indeed to have the widest reach of




                                                                                                                                          SEG INTERNATIONAL BHD
  of walking the milestones together with our students. The        all private educational establishments in our country, both
  Silver Jubilee marked a quarter of a century of providing        in the peninsula and East Malaysia. Our spread is one of
  quality education to thousands of students, many who             our strengths that provide SEG International an excellent
  have used their foundation obtained at our colleges and          platform to build a solid and eminent corporate foundation
  institutions to build on higher personal goals.                  of national and global standing.

                                                                                                                                      [ 13 ]
  As we now enter into an era of remarkably abundant               Our locations are by design, with campuses in the Klang
  educational opportunities for the different market sectors,      Valley, Penang, Johor Bahru, Alor Star, Bukit Mertajam,
  the future of Malaysian students looks remarkably bright.        Kuching and Miri, and the SEGi Group forms a synergistic
                                                                   network of institutions, connected with the purpose and
  The ever-growing demand for tertiary education is evident        intent of meeting the growing local demand for skilled
  in terms of figures – the Education Ministry found that the      workers in a globalised workplace.
  number of Malaysian school leavers who entered higher
  education leaped from 13% to 24% in the last 5 years. It         In 2003, we will continue sparing no expense to lock in with
  is clear that our industry has expanded in tandem with           our vision of meeting our students’ needs. Further education
  the vision of bringing to fruition Asia’s transition from        now being an essential component of career advancement,
  developing to developed status.                                  the Group looks forward to expand its postgraduate division
                                                                   by offering prestigious programmes for the adult learners’
  SEGi is similarly driven with its corporate mission of           market segment.
  expanding its reach in the field of higher education in an
  increasingly-liberalised economy. Part of our vision is to see
  that our investment strategy such as upgrading or setting
  up of infrastructure to teach is accompanied by our concern
  to produce highly credible, initiative-driven, technically-
  competent and socially-aware graduates.



                                                                                                           SEG INTERNATIONAL BHD [ 13 ]
President’s Message




    Recognising this niche, a Centre of Continuing Education        such as occupational skills training, which provides college
    was set up with the objective of promoting education            leavers with marketable skills tailored specially to secure
    for the working sector, offering the means of obtaining         them good jobs in their respective fields of employment.
    recognised programmes such as the Master of Business
    Administration (MBA) via links with internationally-            In line with this, we are making vocational courses
    renowned universities and institutions. Along with              another springboard to career advancement, with the
    conferences, seminars, talks, and other courses, the Centre     newly-set up Centre of Vocational Training. It will focus
    will optimise resources – intellectually and financially        on the promotion and marketing of occupational skills
    – to make SEGi a preferred choice for those serious about       programmes in all of our colleges and training centres,
    lifelong education. The Centre will also further strengthen     while fostering closer relations with government bodies
    our institutionalised vision – of enabling access to quality,   including the Human Resource Ministry, Majlis Latihan
    reasonably-priced higher education across the spectrum of       Vokasional Kebangsaan (MLVK), as well as the Perbadanan
    learning needs.                                                 Tabung Pendidikan Tinggi Negara (PTPTN).


    Any college can be set up to teach, but at SEGi, our finger     As for SEGi’s regional outlook, we will be laying equal
    is firmly on the pulse of students’ specialised requirements    stress on developing the ready education markets in


 [ 14 ] SEG INTERNATIONAL BHD
                               SEGi is similarly driven with its
                               corporate mission of expanding
                               its reach in the field of higher
                               education in an increasingly-
                               liberalised economy




                                                                                                                                        SEG INTERNATIONAL BHD
                                                                                                                                    [ 15 ]




countries like China; while strategically opening up the         inquiring minds with a sense of intellectual purpose, national
markets that require careful yet creative resources, as in       culture and societal values, to produce an energetic new
Indonesia. The groundwork is being dug to set up a wholly        generation of knowledgeable, well-trained and well-prepared
privately-owned institution in Indonesia, where the demand       citizens of the world.
for educational expertise and services is on the rise. We will
continue to employ qualified consultants from the industry,      As the 19th century poet and author Ralph Waldo Emerson
whose work is to bring our expansion goals to fruition           puts it: “The things we teach in schools and colleges are not
and who will effectively advance and communicate SEGi’s          an education, but the means of education”.
educational opportunities to the newly globalised Asian
countries.


We now have a current enrolment of about 17,000 at our
colleges, including a healthy population of international        Dr Patrick Teoh Seng Foo
students at our West Malaysian centres. SEG International        President
will strive to continue providing these students not with
an encounter with a standard curriculum, but to fulfil their


                                                                                                         SEG INTERNATIONAL BHD [ 15 ]
                               Clement Hii Chii Kok
[ 16 ] SEG INTERNATIONAL BHD
CEO’s Insight
  Clement Hii, as a hands-on CEO, has the insight on the         The government wants education to be made available to as
  strategies and operations of SEGi. He talked to the STAR       many people as possible, and we agree with this. That’s one
  on the plans and direction for the Group. This is an           reason why we also offer vocational training.
  extract of the published article.
                                                                 How do you do branding for your colleges and products?
  How is SEGi different from the other large education           Our competitors’ growth has been mostly organic. It’s easier
  groups?                                                        to grow that way. SEGi has gone through a few mergers
  We’re confident our reach is wider. We have 14 colleges and    and acquisitions, and these require the integration of
  six training centres across Malaysia. That means we’re going   different work policies and cultures. Even the same types of
  to places where the other big players are not going.           programmes may involve different partner universities.
                                                                 Since Kumpulan Emas Bhd’s reverse takeover of SEGi in
  We don’t see education as something to offer only in places    February last year, we have spent a lot of time streamlining
  with large populations. We are in places such as Bukit         the organisation. I believe we’ve done a good job.
  Mertajam, Miri, Alor Star and even Serian, a small town near
  Kuching.                                                       But we also bear in mind that there are courses and
                                                                 branches that are not as profitable, for example. We still feel
  The second major difference is that our range extends from     we have a responsibility (to maintain these operations). The
  low-margin professional courses to internal diplomas to        fact that we have a foothold in these places (smaller towns)
  undergraduate and postgraduate programmes. Our range is        put us in good stead when it’s time to grow big. We’ll be
  much wider. We have over 100 different programmes in the       well-placed to soar.




                                                                                                                                        SEG INTERNATIONAL BHD
  group.
                                                                 Having 20 campuses and centres is not a piece of cake.
  Another difference is that within the group, we have           However, in the long run, we’re positioned to take
  colleges specialising in different areas. For example, MSC     advantage of our spread.
  International College specialises in creative arts. We have
  the Systematic Secretarial Centre, which offers secretarial    SEGi differentiates itself by catering to as many market
  courses. The Systematic Institute of Information Technology    segments as possible. For example, we’re now launching our         [ 17 ]

  is in IT education.                                            online programmes. And we’re going into adult education in
  These are strong factors that should make us stand out now     a big way.
  and in the immediate future.
                                                                 Since I became CEO, I’ve told our people that we must try
  Why this strategy?                                             to have our products and services to be within reach of as
  The company must deliver what it promises. It has to strike    wide an audience as possible.
  a fine balance between business and social responsibilities.
  It’s not just about making money. It’s about educating the     Our branding strategy is to have each of our colleges keep
  younger generation and also educating adults. That’s why       its own identity. It’s all very tempting to create one brand
  we go to places where the others don’t. That’s why we offer    for the whole group, but it may not work. We want to
  low-margin courses.                                            maintain as wide an audience as possible, and that means
                                                                 have a separate identity where apropriate.
  So what do you tell shareholders?
  We believe that by laying the groundwork in these places       How do you get people to sign up for courses?
  and areas of education, we’re building goodwill for the        It’s about creating perception. We want to tell people that
  group as a whole. It’s something intangible, but it’s          we provide quality education within their reach. Our student
  essential in the long run. We’re reaching out to a wider       population has increased from about 12,000 early this year
  segment of the market.                                         to some 17,000 now. This means we’re doing fairly well in
                                                                 raising the enrolment numbers for our existing courses as
                                                                 well as in tapping into new market segments.


                                                                                                         SEG INTERNATIONAL BHD [ 17 ]
          CEO’s Insight

                                    ...education can be a numbers game,

                                    but it’s also about being part of the

                                    community...

                            What will be your areas of growth?                              traditional channels. The online programmes are also
                            SEGi has been concentrating on business and professional        valuable as a standalone business.
                            courses, mostly through the Systematic colleges. We have
                            done fairly well in that area and I see that as an advantage.   Another growth area is vocational training. Most of our
                            That leaves us with a lot of new growth areas to explore.       centres are approved by the National Vocational Training
                            One is adult education. There is a growing demand for           Council. We have about 2,500 vocational students in
                            courses that offer flexible class hours and payment             areas such as sales and marketing, hospitality, information
 SEG INTERNATIONAL BHD




                            schemes.                                                        technology and technical services.


                            We are also going into the overseas market in a big way. Our    This (providing vocational education) is very important.
                            foreign student population has gone up to 2,000. It could       There are people out there who are not aware of
                            be better, of course, and we’re working on it.                  opportunities to acquire these skills. And there’s a great
                                                                                            demand.
[ 18 ]
                            We’re linking up with foreign universities in China and
                            Indonesia in twinning arrangements whereby the students         We’re tapping into the Bumiputera market. For example,
                            there can come to Malaysia for the third or final year.         most of our vocational students are Bumiputeras. The
                                                                                            National Higher Education Fund offers opportunities
                            We’re working on establishing franchise branches. The idea      for people to enrol in a variety of courses. We provide
                            is to export our IP (intellectual property) to partners in      flexibility to students who’re applying for loans under the
                            China and Indonesia and other countries, where they can do      fund. They can come in and start studying first, instead of
                            full programmes there. But it’s important that we control       waiting for their loan applications to be approved. These
                            the quality of the courses.                                     students would not have come to us if we were not flexible.


                            Our strong selling point is our assessment methods. Our         How do you reconcile the profit motive and social
                            examination department, for example, is a stand-alone.          responsibility?
                            It recently received the ISO 9001:2000 certification.           Our shareholders should have confidence in us. In the long
                            Other colleges usually have their entire systems certified;     run, our policy of meeting social obligations is good for
                            we choose to zero in on our examination department.             the community and us. It’s a very competitive business. We
                            The quality of assessment forms the heartbeat of our            have to be innovative and willing to take calculated risks.
                            institutions.                                                   I strongly believe you can be profitable while doing good
                                                                                            work along the way.
                            We’ve been putting our programmes online. Being online
                            provides two aspects. For our existing students, it gives
                            added value. It is the way to go. It complements the


                         [ 18 ] SEG INTERNATIONAL BHD
Is there a risk of SEGi top management spreading itself too     We’re prepared to invest substantially in the campuses to
thin?                                                           cater for fulltime students who may want more facilities. The
Education is a business of confidence. It’s a business          Affin loan will go to part financing the campuses as well as
about people, not just infrastructure. We have the right        reducing our gearing.
people in place. They have the expertise. Each college
head is responsible for the unit’s P&L. We at the corporate     What is the outlook for the industry?
headquarters provide the strategies, monitor the progress and   The industry will go through some consolidation and




                                                                                                                                         SEG INTERNATIONAL BHD
ensure the group’s objectives are met.                          rationalisation. The smaller players may not find it easy to
                                                                survive. At the same time, I believe there’ll be new players.
What do you think of the government involvement in private      They’ll come up with new ideas to get a slice of the cake.
education?                                                      There’s nothing for us to fear as long as we deliver on what
Private education is booming because there is a demand.         we promise. I should worry first about what’s growing in my
When the government cannot fulfil this demand, the private      garden rather than what’s in my neighbour’s garden.
                                                                                                                                     [ 19 ]
sector has stepped in to fill the gap. The government has
been very supportive all along. The players have taken their    The Education Ministry is still giving licences to small
cue from the government’s intention to make Malaysia a          players. This indicates that even the small players have a role
regional centre of excellence for education. The future bodes   to play. Students go to these institutions because of their
well for private higher education.                              locations or because they offer what the bigger players don’t.
                                                                SEGi wants to invest in new campuses. We want to put the
The authorities are encouraging the growth of private           money where our mouth is.
education. At the same time, they need to monitor the
developments. I think the government is doing a lot in          Yes, education can be a numbers game, but it’s also about
promoting and encouraging foreign students to come here.        being part of the community. That’s why we organise
The recent moves to shut down unlicensed educational            community projects, offer scholarships and conduct free
institutions are long overdue. It shows that only serious       seminars, for example. This is part of our strength. And we
players should be in the game.                                  can do this because we are in a lot of places that the others
                                                                are not.
What about the recent Affin loan?
We don’t have a purpose-built campus. Most of our centres       Reprinted with permission
are in shop lots because these are in good, convenient          The Star BizWeek December 14, 2002
locations. But we’re now looking at building campuses in the
Klang Valley and Kuching. We want to show our commitment
to the education industry and to fulfilling our students’
needs.


                                                                                                          SEG INTERNATIONAL BHD [ 19 ]
                         “A good leader does not always lead,
                         he teaches others to lead”
                                                         Anon
 SEG INTERNATIONAL BHD




[ 20 ]
Directors’ Profile




   Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub
   Chairman
   (Non-Executive/Non-Independent)
   Malaysian




                                                                                                                                     SEG INTERNATIONAL BHD
Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub, aged 77, was appointed to the Board on 4 December 1996. He was appointed
Chairman of the Board of Directors on 8 September 1997. He graduated with an honours degree in 1953 from Raffles College,
Singapore which later became part of the University of Malaya, Singapore. He joined the Malayan Civil Service (later known as
Perkhidmatan Tadbir dan Diplomatik) in 1954 and served in various Ministries, the longest being in the Treasury for 15 years. He
became the Director-General of the Public Service Department from 1972 to 1974, Secretary General of the Treasury, from 1974
to 1978 and the Chief Secretary to the Government in 1979 and retired from Government service in early 1981. He was appointed
Chairman of the Public Service Tribunal in 1982, the post he held until 1991.
                                                                                                                                    [ 21 ]

He was the Chairman of the National Electricity Board from 1979 to 1981, Chairman of the Employees’ Provident Fund from 1974
to 1978, Chairman of Syarikat Perumahan Pegawai Kerajaan and director of several Government bodies and companies such as
PERNAS, Malaysia Nasional Insurance Berhad and various State Economic Development Corporations.


At present, he is also the Chairman of Koperasi Pegawai-pegawai Melayu Malaysia Berhad (“MOCCIS”) and a Director of Johor
Corporation. His involvement in social activities includes his current position as President of the Pensioners Association of
Malaysia, Director of Lembaga Bersekutu Pemegang Amanah Pengajian Tinggi Islam Malaysia and a director of the Neurosurgical
Foundation. He is also Pro-Chancellor of the University Teknologi Malaysia, Johor Bahru. He was appointed Senator in April 2001.


He is also the Chairman of the Employee Share Option Scheme (“ESOS”), Nominating, Remuneration and Executive Committees of
the Company. He does not hold any other directorships in public companies.


He has direct and indirect shareholdings of 11,200 and 19,287,478 ordinary shares of RM1.00 each in the Company and has no
direct interest in the shares of the subsidiaries of the Company.


He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company
and no convictions for offences within the past ten years.
          Directors’ Profile




                                Dr Patrick Teoh Seng Foo                                                  Clement Hii Chii Kok
                                President                                                                 Chief Executive Officer
                                (Non-Independent/Executive Director)                                      (Non-Independent/Executive Director)
                                Malaysian                                                                 Malaysian



                            Dr Patrick Teoh Seng Foo, aged 46, was appointed to the Board on 2 February 2001. He is a Chartered Accountant of the
                            Malaysian Institute of Accountants and a fellow of the Chartered Institute of Management Accountants, United Kingdom. He
 SEG INTERNATIONAL BHD




                            was conferred the Honorary Doctorate in Business Administration by the University of Abertay Dundee, United Kingdom on 2
                            November 2002. He has vast experience in commerce and industry, having held senior management positions in multinationals
                            such as Intel Technology, Woodward & Dickerson Inc, Tan Chong Motor Holdings Berhad, PricewaterhouseCoopers and Esquel
                            Group. Presently, he is the Executive Chairman of Kumpulan Emas Berhad and also the President/Non-Executive Director of Meda
                            Inc. Berhad.

                            He is a member of the Executive, Remuneration and ESOS Committees of the Company.

[ 22 ]                      He is a substantial shareholder of the Company by virtue of his indirect shareholding in Kumpulan Emas Berhad through Meda
                            Capital Sdn Bhd. He was granted an option to subscribe for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the
                            Company.

                            Apart from the above, he has no family relationship with any director and/or major shareholder of the Company. He has not
                            entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company other than those
                            disclosed in the accompanying financial statements and has no convictions for offences within the past ten years.




                            Clement Hii Chii Kok, aged 45, was appointed to the Board on 3 September 2001 as the Executive Director of the Company and
                            was later appointed as the Chief Executive Officer/Executive Director of the Company on 10 October 2001. He graduated with an
                            Honours degree in Law from the University of Wolverhampton, United Kingdom.

                            He was a former senior journalist holding positions in several national and local newspapers, including as Chief Editor of Borneo’s
                            leading English daily, “The Borneo Post”. He had also served in senior positions with management consultancy and investment
                            firms, including Asbright Sdn Bhd and C & C Group Sdn Bhd.

                            He is a member of the Executive Committee of the Company.

                            He has a direct shareholding of 776,000 ordinary shares of RM1.00 each in the Company and was granted an option to subscribe
                            for 60,000 ordinary shares of RM1.00 each pursuant to the ESOS of the Company.

                            He has no family relationship with any director and/or major shareholder of the Company. He has not entered into any transaction,
                            whether directly or indirectly, which has a conflict of interest with the Company, other than those disclosed in the accompanying
                            financial statements and has no convictions for offences within the past ten years.


                         [ 22 ] SEG INTERNATIONAL BHD
   Kee Lian Yong                                                              Dato’ Seri Megat Najmuddin bin
   Executive Director                                                         Datuk Seri Dr Hj Megat Khas
   (Non-Independent/Executive Director)                                       Director
   Malaysian                                                                  (Independent/Non-Executive Director)
                                                                              Malaysian


Kee Lian Yong, aged 46, was appointed to the Board as Executive Director effective 2 February 2001.

A Chartered Accountant with the Malaysian Institute of Accountants and a Fellow of the Chartered Association of Certified




                                                                                                                                             SEG INTERNATIONAL BHD
Accountants, United Kingdom, Mr Kee is the Chief Executive Officer of Kumpulan Emas Berhad, and has served as Non-Executive
Director of Tomisho Holdings Berhad and Meda Inc Berhad since 1996 and 2001, respectively.

His wide corporate and management experience prior to joining Kumpulan Emas in 1995, include holding several senior management
positions with a few public listed companies and his involvement in his own business ventures.

Pursuant to the ESOS of the Company, Mr Kee was granted an option to subscribe 60,000 ordinary shares of RM1.00 each.
                                                                                                                                         [ 23 ]
He has no family relationship with any director and / or major shareholder of the Company.

As a member of both the Executive and ESOS Committees of the Company, Mr Kee has not entered into any transaction, which may be
deemed to have potential conflict of interest with the Company and he holds no record of criminal offences within the past ten years.



Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Hj Megat Khas, aged 59, was appointed to the Board on 2 February 2001. He holds
an Honours Degree in Law from the University of Singapore. Thereafter, he started his own law firm Megat Najmuddin, Leong & Co.
and practised with the firm until his retirement in 1986.

He was elected to the Selangor State Legislative Assembly for two terms i.e. 1986 to 1990 and 1990 to 1995 for the Kelana Jaya
Constituency. For ten years (1985 to 1994) he held the post of Head of the UMNO Petaling Jaya (“PJ”) Division and the UMNO
Subang Division for 1994/5. He led the PJ and Subang Barisan Nasional Election Campaign from 1982 until 1995. He was formerly
the Permanent Chairman of UMNO Subang and the MPPJ/MPSJ Counsellor.

He was appointed Executive Committee Member of the Federation of Public Listed Companies Berhad in August 1994 and elected
President in October 1997. He represents this organisation in the High Finance Committee of the Ministry of Finance. He was
also one of the first members of the Management Committee of the Malaysian Institute of Corporate Governance and was elected
President in April 1998.

He was appointed as member of the 2nd National Economic Consultative Council 2 by the Prime Minister, where he is a member of
the Human Resources Development Committee. In September 1999, he was appointed to the Capital Market Strategic Committee
by the Finance Minister to produce the Capital Market Master Plan which was released early 2001. Recently he was appointed as
a member of the Corporate Debt Restructuring Committee. He is also a member of the Securities Commission’s Capital Market
Advisory Council. He is the Chairman of Asian Pac Holdings Berhad, My-Infotech (M) Berhad, Pernas International Holdings Berhad
and a director of Dialog Group Berhad.

He has a direct shareholding of 297 ordinary shares of RM1.00 each in the Company and has no indirect shareholding in the
Company nor has he any interests in the subsidiaries of the Company. He has no family relationship with any director and/or major
shareholder of the Company, no conflict of interest with the Company and no convictions for offences within the past ten years. BHD [ 23 ]
                                                                                                             SEG INTERNATIONAL
          Directors’ Profile




                            Dato’ Pahamin A. Rajab                                                         Datin Fadzilah Bte Saad
                            Director                                                                       Director
                            (Non-Independent/Non-Executive Director)                                       (Non-Independent/Non-Executive Director)
                            Malaysian                                                                      Malaysian



                            Dato’ Pahamin A. Rajab, aged 57, was appointed to the Board on 27 August 2002. He obtained the Bachelor of Arts (Hons) in
                            History majoring in International Relations from the University of Malaya and also obtained the Masters in Arts in Public Policy
 SEG INTERNATIONAL BHD




                            and Administration, majoring in Economic Development from the University of Wisconsin, Madison, United States of America.
                            He also has an LLB from the University of London and a Diploma in Syariah Law and Practice from the International Islamic
                            University, Malaysia.

                            In 1970, he joined the government service and all throughout his career he served many departments mainly as the Secretary
                            General, Ministry of Domestic Trade and Consumer Affairs and Director General, Road Transport Department. Thereafter, he retired
                            from the Government in February 2002 after serving there for 31 years.

[ 24 ]                      He is a member of the Executive Committee of the Company. At present, he is a director of MOCCIS, the Chairman of Air Asia Sdn
                            Bhd and a Director of Zaitun Berhad.

                            He has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the
                            shares of the subsidiaries of the Company.

                            He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company
                            and no convictions for offences within the past ten years.



                            Datin Fadzilah Bte Saad, aged 62, was appointed to the Board on 27 August 2002. She is a Chartered Accountant and holds a
                            Masters of Business Administration degree.

                            In 1968, she joined the government service and all through her career she served many departments, mainly the Accountant
                            General’s Department. She retired from the government service in 1996 after 28 years of service. She was conferred the “bintang
                            kebesaran” KMN by the Federal Government and PCM by the Perak Government.

                            Datin Fadzilah still plays an active role in the academic field. She is a council member of the Malaysian Institute of Certified Public
                            Accountants and an Adjunct Professor of University Utara Malaysia.

                            She is a member of the Audit Committee of the Company. Currently, she is a director of MOCCIS and does not hold any other
                            directorships in public companies.

                            Datin Fadzilah has indirect shareholdings of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest
                            in the shares of the subsidiaries of the Company.

                            She has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the
                            Company and no convictions for offences within the past ten years.
                         [ 24 ] SEG INTERNATIONAL BHD
   Amos Siew Boon Yeong                                                      Simon Hue Fook Chuan
   Director                                                                  Director
   (Independent/Non-Executive)                                               (Independent/Non-Executive)
   Malaysian                                                                 Malaysian



Amos Siew Boon Yeong, aged 44, was appointed to the Board on 2 February 2001. He qualified as a Certified Public Accountant
in 1984 and is currently a member of the Malaysian Institute of Certified Public Accountants, a Chartered Accountant with the




                                                                                                                                            SEG INTERNATIONAL BHD
Malaysian Institute of Accountants and an associate member of the Malaysian Institute of Taxation. He started his auditing career
and professional training with the accounting firm PricewaterhouseCoopers in 1978 before establishing his own practice in 1988.
He is currently the sole practitioner of the public accounting firm Messrs Siew Boon Yeong & Associates. He has knowledge, skills
and experience in auditing, accountancy, tax planning, financial planning, due diligence and related services on mergers and
acquisitions, project and corporate care and insolvency services. He also sits on the Board of Tomisho Holdings Berhad.

He is the Chairman of the Audit Committee of the Company and a member of the Nominating and Remuneration Committees of
the Company. He does not have any interest in the shares of the Company or its subsidiaries.                                            [ 25 ]


He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company
and no convictions for offences within the past ten years.




Simon Hue Fook Chuan, aged 41, was appointed to the Board on 20 June 2001. He obtained both the Bachelor of Economics and
Bachelor of Law degree from the University of Sydney in 1984 and 1986 respectively. Thereafter, he was admitted as a Barrister-At-
Law to the Supreme Court of New South Wales, Australia in 1987 and in 1988 he was admitted as an Advocate and Solicitor to the
High Court of Malaya.

He is presently practising as a sole proprietor with an Advocates and Solicitors firm, namely Messrs Simon Hue & Associates which
has been established since April 2000. Formerly, he practised in Messrs Ho, Loke & Koh, as a Legal Assistant from 1988 to 1994 and
later as a Partner from 1994 to March 2000.

He is a member of the Audit and Nominating Committees of the Company. He does not hold any other directorships in public
companies. He does not have any interest in the shares of the Company or its subsidiaries.

He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company
and no convictions for offences within the past ten years.




                                                                                                             SEG INTERNATIONAL BHD [ 25 ]
Directors’ Profile




                            Tuan Haji Mohd Razi Bin Yaacob
                            Alternate Director to Senator Tan Sri Dato’
                            Seri (Dr) Abdullah Bin Ayub
                            Malaysian



                            Tuan Haji Mohd Razi bin Yaacob, aged 48, was appointed to the Board on 2 February 2001 as the alternate Director to Senator Tan
                            Sri Dato’ Seri (Dr) Abdullah Bin Ayub. He is a Fellow Member of the Malaysian Association of Company Secretaries, the Institute of
 SEG INTERNATIONAL BHD




                            Cooperative Auditors and a Member of the Malaysian Institute of Management.

                            He joined MOCCIS since 16 June 1981 as the General Manager and also as the Group Company Secretary for MOCCIS and its
                            subsidiary companies. He is currently a Director of MAGPA Properties Sdn Bhd and does not hold any other directorships in public
                            companies.

                            He has an indirect shareholding of 15,226,865 ordinary shares of RM1.00 each in the Company and has no direct interest in the
                            shares of the subsidiaries of the Company.
[ 26 ]
                            He has no family relationship with any director and/or major shareholder of the Company, no conflict of interest with the Company
                            and no convictions for offences within the past ten years.




                                                                                                                       Members of the
                                                                                                                       Audit Committee


                                                                                                                       (Left to right)
                                                                                                                       Amos Siew Boon Yeong
                                                                                                                       (Independent/Non-Executive)
                                                                                                                       Malaysian


                                                                                                                       Datin Fadzilah Bte Saad
                                                                                                                       Director
                                                                                                                       (Non-Independent/Non-Executive Director)
                                                                                                                       Malaysian


                                                                                                                       Simon Hue Fook Chuan
                                                                                                                       Independent Director
                                                                                                                       (Independent/Non-Executive)
                                                                                                                       Malaysian



                         [ 26 ] SEG INTERNATIONAL BHD
“There is no such thing as limits



                                                              SEG INTERNATIONAL BHD
to growth, because there are no                           [ 27 ]




limits on the human capacity for
intelligence, imagination and wonder”
                            Ronald Reagan




                               SEG INTERNATIONAL BHD [ 27 ]
          Senior Management Team




                         Clement Hii Chii Kok                         Danny Chee Kok Beng                          Dr Chow Yong Neng
                         LLB (Hons)                                   MBCS, MIMIS, MNCC                            B. Agr (Hons), MSc., PhD (QUB)
                         Chief Executive Officer                      Vice President (Operations - Systematic)     Executive Assistant to CEO
 SEG INTERNATIONAL BHD




[ 28 ]




                         Dr Ronald O. Battle                          Cheryl Chong Poh Yee                         Tan Sin Kean
                         Master (Harvard, USA), PhD (Berkeley, USA)   CA(M), CPA, CFP                              B. Com (NZ), CA (NZ), MBA (Aus)
                         Special Assistant to CEO                     Director of Corporate & Financial Services   Director of International Affairs




                         Doris Pamela Alexius                         Nicholas Ching Lai Hock                      Belinda Koh Cheng Mei
                         B.Sc. MBA (International Management)         BA (Hons), MSc., CFP                         BSc Social Science
                         Director of Research & Development           Director of Special Projects                 Director of Human Resources


                         [ 28 ] SEG INTERNATIONAL BHD
Lysia Lim Yew Nee                           Pamela Anne Lopez                          Annuar Zamzury Jolis
ACIS                                        MBA (International Management)             B.Appl.Sc (Biotechnology) (Hons), USM
Company Secretary                           Senior Manager, Examination Unit           Head of Centre for Vocational Training




                                                                                                                                        SEG INTERNATIONAL BHD
                                                                                                                                    [ 29 ]




Daniel Chang Kim Seong                      Ronald Ho Foong Yik                        Christine Looi Pek San
IAA (New York), MBA E-Commerce (CSU, Aus)   CIM, UK, MBA (Wales, UK),                  BSc (Hons) UK
Head of Creative Communications             Manager - Operations                       Head of Internal Audit




Katherine Lee Lin Choo                      Hew Moi Lan                                Vijendran T. Arulrajah
AMIM, FCIS, M.Ed                            CA (M), FCMA, CFA, MCIM                    MICM, AACS, AIDPM
Chief Executive, Systematic Petaling Jaya   Chief Executive, Systematic Kuala Lumpur   Acting Chief Executive,
                                                                                       PRIME Group of Colleges
                                                                                       Chief Executive, SIIT INTERNATIONAL BHD [ 29 ]
                                                                                                          SEG
          Senior Management Team




Senior Management Team
                         Jeffrey Goh Beng Poh                         Roland Quek Swee Teck                     Hajah Roswati bt. Rahmat
                         DipMCIM (UK), AAMI (Aus), MBA (UK)           BABA (Ottawa, USA)                        BBA (Hons) Ohio University , MBA (UiTM/Ohio)
                         Principal, PRIME Group of Colleges           Chief Executive, Systematic Johor Bahru   Chief Executive,
                                                                                                                Systematic Secretarial Centre, KL
 SEG INTERNATIONAL BHD




[ 30 ]




                         Dr Yusri bin Yusoff                          Chai Chin Nyan                            Amy Goh Joo Imm
                         B.Mgt (Hons) (USM, Malaysia), BHMS, MHREID   BSc (Hons) Information Science,           BA (Hons) Business Studies (UEL, UK)
                         Chief Executive, PRIME Bukit Mertajam        University of Guelph (Canada)             Chief Executive, Systematic Penang
                                                                      Chief Executive, Systematic Kuching




                         Bala Subramaniam                             Chan Siew Ngo                             Dr Yong Ain Tai, SDK., BCK., JP.
                         BA (Hons) Econs, M.Econs                     BA Eng. (Canada), B.Ed (Canada),          B.A.Hons (London), PhD. (Arizona)
                         Chief Executive, Systematic Klang            TESL (Singapore)                          Chief Executive, PRIME Alor Star
                                                                      Chief Executive, PRIME Miri
                         [ 30 ] SEG INTERNATIONAL BHD
Edward Lim                                    Raymond Chai Koh Hian                        Raj Kumar Raju
B.Bus (CSU, Aus), CA (Malaysia), CPA (Aus)    ICSA                                         B.Econs (Hons) (UUM, Malaysia), MSc HR
Chief Executive, IBMS College Kuching         Deputy Chief Executive,                      (UPM, Malaysia)
                                              Systematic Training Centre, Serian           Head of Department, Pusat Makmur Klang




                                                                                                                                            SEG INTERNATIONAL BHD
                                                                                                                                        [ 31 ]




Foong Pek Kwan                                Peter Loo Hooi Piow                          Lydia Foong Yoke Yean
BSc (Hons) Econ. (UM,Malaysia)                BSc. Industrial Design (IAU,USA)             TESL (UK), B.Ed (Hons)
Acting Principal, Systematic Institute of     Acting Head                                  Deputy Chief Executive,
Information Technology, KL                    MSC International College, USJ               Summit International College, USJ




Caroline Yeo Ling Hui                         Chung Lee Hsia                               Judy Lim Lay Keow
LLB (Hons)                                    BA (UKM), AFPM                               Senior Executive,
Deputy Chief Executive,                       Manager,                                     SBT Professional Publications, USJ
IBMS Training & Development Centre, Kuching   Systematic Management Resource Centre, USJ
                                                                                                             SEG INTERNATIONAL BHD [ 31 ]
“Knowledge is wisdom
rightly applied”
                Jeff Heely
Partner Universities
 Partner Universities

   The University of Southern Queensland is a dynamic, young University that offers award
  programmes at undergraduate and postgraduate level by on-campus, off-campus or
  online study. Many students choose different modes of delivery for different periods of
  their study. The University believes that flexible delivery is about giving people what they
  want, where they want it, when they want it, in their style, in their place, in their time.
  We are regional, flexible and international.


   USQ began its existence 32 years ago as an Institute of Technology and later, as a
  College of Advanced Education. It was redesignated as a University from 1990 without
  amalgamating with any other university.


   USQ was Joint Winner of the Good Universities Guides’ University of the Year: 2000-
  2001 Award. In 1999, USQ won the Inaugural Award for Excellence from the International
  Council for Open and Distance Education (ICDE), as a world leader in “dual mode” (on-
  campus and off-campus) education.




                                                                                                  SEG INTERNATIONAL BHD
   USQ has a well-resourced main campus in the city of Toowoomba, and many regional
  support offices throughout Australia and in other countries where we offer our awards
  programmes. The University also has a well-equipped campus at Hervey Bay, serving the
  Wide Bay region, and a Brisbane Campus.


   As at January 2003, the University has approximately 22,000 enrolments including over         [ 33 ]
  5,500 international students. More than 100 nationalities are represented and about
  4,500 international students study USQ programmes in their home countries.


   Overall, the University has embraced the need for change implicit in an educational
  environment that is highly competitive, and dominated by the evolution of global
  communications technologies. It intends to remain fast, flexible and fluid in meeting
  the needs of learners throughout Australia and internationally. It will meet these needs
  without compromise to the quality and integrity of its programmes and standards.


   Its partnership with PRIME Group of Colleges is mainly to offer Bachelor of Business and
  Bachelor of Commerce, as well as Master of Business Administration through articulation
  process for students who have completed PRIME College’s internal diploma.
Par tner Un               Partner Universities
                          The University of Abertay Dundee is one of Scotland’s modern industrial universities, with a century-
                          old tradition of meeting the educational needs of industry, commerce and the professions while pursuing
                          research of genuine excellence in the fields of computing, engineering, science and business.


                          History
                          The University started life as the Dundee Technical Institute in 1888 when a donation from a local benefactor enabled the creation of a college in
                          order that “the ladder of learning be raised aloft in Dundee”. By 1902, the Institute was making a significant contribution to the development of local
                          industry and, reflecting its role and status, was described as “an industrial university” by the then Scotch Office of the United Kingdom Government.


                          Reflecting the changing patterns of industry and commerce as well as the evolving needs of students and society, the Institute grew in both size and
                          stature throughout the early part of this century. By the 1970s, it had undergone a number of evolutions and was regularly introducing new and
                          innovative courses, working closely with the Council for National Academic Awards. What was by then the Dundee Institute of Technology was granted
                          the right to use the new title of University of Abertay Dundee from 26 April 1994.
 SEG INTERNATIONAL BHD




                          Courses
                          The University is organised in four large schools covering a number of subject areas, namely, Contemporary Sciences, Computing & Advanced
                          Technologies, Social & Health Sciences and Dundee Business School.


                          All courses are designed to give students the skills employers want, such as teamwork, the ability to communicate, and computer literacy. Abertay
                          Dundee’s graduates and diplomates are well recognised by local, regional, national and overseas employers, with whom we have forged strong links.
                          Placements in a real-life work environment play an important part in many courses and many students get the opportunity to put their skills to use by
                          taking part in work experience schemes across the full range of subjects and courses available.


[ 34 ]
                          In Malaysia, Abertay Dundee’s programmes in Business are taught at Systematic Colleges.


                          Research
                          In parallel with its vocationally-oriented education provision, Abertay Dundee is also establishing a strong presence in many areas of leading-edge
                          industrial research covering subjects as varied as computing, international business, optoelectronics, engineering and economics.


                          In the UK Research Assessment Exercise 2001 (published December 2001), Abertay was identified as one of the most improved research universities
                          in Britain. The University more than doubled its average score for research quality and, among other things, was highlighted as the best university in
                          Scotland for environmental science research.




                                             “The partnership between Abertay and SEGi
                                             has achieved great things during its first
                                             ten years, but I am convinced that together
                                             we can go on to new heights of success
                                             in both teaching and research. We are all
                                             looking forward greatly to the future.”


                                             Professor Bernard King
                                             Vice-Chancellor




                         [ 34 ] SEG INTERNATIONAL BHD
i versities               The University of Greenwich is a major modern UK university. Its three campuses extend from Maritime
                          Greenwich to Medway, serving South East London, Kent Thames-side and West Kent. The Kings Hill Institute
                          in West Malling, Kent is a centre for Continuing Professional Development.
                          The university aims to combine the best of the “old” and “new” university traditions, combining strong
                          regional links and a mission for access and lifelong learning with research excellence and an international
                          role.


 The university has achieved considerable growth in the last decade, to become a major player in the region. Student numbers,
 including those enrolled at partner colleges, have increased over the last 12 years to a total of 18,250 in 2001/2002.


                                  Students
                                  Students benefit from being taught in a research environment where staff share expertise and
                                  specialist facilities. The university has set high standards for teaching quality and provides
                                  professional training opportunities for all our lecturers. This is the culture that is being inculcated in
                                  SEGi Group of Colleges, where the partnership with UOG has been established since 1998.


                                  Research and Consultancy
                                  With an annual income of over £20 million for research and consultancy, Greenwich is the top-




                                                                                                                                                SEG INTERNATIONAL BHD
                                  ranking new university. The largest research groups in the university include Agriculture, Computing,
                                  Metallurgy & Materials, Subjects Allied to Medicine and Environmental Sciences. Two hundred and
                                  fifty two Greenwich staff were submitted for the 2001 Research Assessment Exercise (RAE) and they
                                  won increased average grades. The university’s research community also includes a substantial cohort
                                  of 400 research students.

                                                                                                                                               [ 35 ]
                                  The university won a Queen’s Anniversary Prize for Higher and Further Education in 2000. This
                                  national award recognises outstanding achievement, which benefits the wider community. The judges
                                  commended the university’s Natural Resources Institute (NRI) which works with partners in the
                                  developing world, saying that NRI’s research “together with its educational and training programmes
                                  have brought huge benefit, making a real difference to the lives of thousands of people”.


 The academic staff work in partnership with business, industry, government and public bodies. The university offers research
 expertise, technology transfer, incubator facilities, business advice and staff training.


 Its clients include major multinationals and government agencies around the globe in over 50 countries.


 International

 The university works in over 80 countries around the world carrying out research, consultancy and teaching. The Natural Resources
 Institute has partnerships around the globe. For over a 100 years it has worked in the developing countries of the tropics and
 subtropics; now, changes in Eastern Europe and the countries of the former Soviet Bloc have opened up new opportunities.
 Elsewhere in the university, there are projects as far afield as China, South Africa, Russia, Australia and the USA. The university’s
 position in South East London and Kent means that it is well located to link into Europe. In Malaysia, its partnership with Systematic
 College dates back to 1998, offering students the opportunity to articulate into its Bachelor of Business (Honours) in Computing, on
 completion of Systematic College’s Diploma in Computing.




                                                                                                              SEG INTERNATIONAL BHD [ 35 ]
Par tner Un               Partner Universities


                            Designed and developed as a vibrant modern university with dynamic new staff,
                            USC has had a rapid period of progress since opening in 1996, and is already
                            overtaking or challenging some older universities in a myriad of ways.


                            The University is committed to regional issues that have international significance,
                            strong academic courses and research initiatives reflect this local-global
                            connection.


                            From undergraduate to post-graduate, to a new high-tech small-business
                            Incubator, a concern with job generation features strongly in the life and design of
                            the University, but only in addition to the emphasis on the academic and cultural
                            dimensions of university life.
 SEG INTERNATIONAL BHD




                            Students consistently praise staff for providing an outstanding level of support to
                            them, because USC is an institution of human scale, of 3,500 students from all over
                            the world.


                            USC is known for its innovative, enterprising and flexible approach to its academic
                            programmes. The way in which the campus’ physical environment has been

[ 36 ]                      developed, with strong environmentally-sensitive approaches predominating, even
                            to strategies that protect the mobs of wild kangaroos that roam the campus.


                            The distinctive, climatically sensitive architecture has won national and
                            international recognition and contributes to an ambience and working
                            environment that is distinctively different.


                            More development is underway to enhance the choice and complexity in
                            campus life and reaffirm this University as a leader amongst the world’s regional
                            universities.


                            In Malaysia, USC Post-graduate courses, like the MBA and the MFP (Master of
                            Financial Planning) are offered with supervised and online support through SEGi.




                         [ 36 ] SEG INTERNATIONAL BHD
i versities
  James Cook University is Australia’s leading tropical research University. The University takes its name
  from the eighteenth century English navigator and explorer, James Cook. Cook’s epic voyages in the
  southern hemisphere contributed significantly to the world of science. The University was proclaimed
  in Townsville on April 20, 1970.


  JCU is a multi-campus university with the main sites located in the vibrant northern Queensland cities
  of Townsville and Cairns. Smaller sites are located in Mackay and Mt Isa. Affiliated operations with
  Holmes Colleges are in Sydney and Melbourne.


  JCU is a high-ranking research university with a strong focus on matters relating to the tropics.
  JCU enjoys an international profile, maintained and promoted through linkages with universities and
  research institutions world-wide. Its connection with Malaysian students is through SEGi Group of




                                                                                                                                          SEG INTERNATIONAL BHD
  Colleges.


  Teaching tomorrow’s leaders
  Over 170 undergraduate and 120 postgraduate courses are offered at JCU, spanning the Arts, Business,
  the Creative Arts, Education, Engineering, Law, Medicine and Health Sciences, Social Sciences and
  Science. All degree programmes emphasise the skills of critical thinking and problem solving, effective
  communication and familiarity with information technologies.                                                                        [ 37 ]


  Through its collaboration with SEGi Group of Colleges in Malaysia, JCU offers the prestigious Bachelor
  of Business, which provides its graduates with the qualifications and skills for entry into the global
  workforce.




                         JCU works with local industries and professions to ensure that courses relate
                         to employer needs. Work placement schemes are featured in many degree
                         programmes, equipping graduates with valuable practical skills.




                                     “SEGi is a natural partner for JCU because of its
                                     track record of quality in the delivery of educational
                                     programmes. Like us, the staff of SEGi see education
                                     as not just a job but as a mission, as a way of
                                     investing in the intellectual capital of our nation to
                                     improve the future intellectual, economic, social, and
                                     cultural well-being of our peoples.”


                                     Professor Bernard Maulden
                                     Vice-Chancellor
                                                                                                           SEG INTERNATIONAL BHD [ 37 ]
                         Par tner Un
                           Partner Universities


                                Bolton Institute in the United Kingdom was founded in 1896. Being established by Royal Charter to
                                award its own Undergraduate, Post-Graduate and Doctoral Research degrees, Bolton was awarded a full
                                university status. It is fully funded by the British Government and is a member of the Association of
                                Commonwealth Universities.


                                Its Business School, the largest faculty in Bolton Institute, is committed to the local and regional
                                community to deliver teaching, research and enterprise activities of the highest national and international
                                standard. In Malaysia, its programmes offered through distance learning through Systematic Management
                                Resource Centre (SMRC) include its Bachelor of Arts (Honours) in Business Administration (BABA),
 SEG INTERNATIONAL BHD




                                Bachelor of Arts (Honours) in Accountancy (BAAF), MBA General Management and MBA Enterprise
                                Management.


                                As on organisation involved in higher education, Bolton’s staff members are committed to ensuring that
                                students realise their potential and graduate with the initiative to deploy their skills as effectively as possible.
                                Bolton has strong links and close contact with the business community. The establishment of the first National
                                Teacher’s Training Centre to promote education has further strengthened Bolton’s prestige in the area of
                                technical and business education.


[ 38 ]                          Bolton offers a wide range of courses at undergraduate, post-graduate and research level to 8,000 students
                                from the United Kingdom and 80 countries worldwide. Bolton has a tradition of attracting international
                                students from the ASEAN region including Jabatan Perkhidmatan Awam (JPA) sponsored students from
                                Malaysia.


                                The School has developed an expertise, which is recognised at national and international levels, in
                                entrepreneurship. It has also introduced the MBA in Enterprise Management, MBA in General Management and
                                other management programmes exclusively for the enterprise sector.


                                                                               As an institution of higher learning, Bolton also carries out
                                                                              research in strategic development of small manufacturing firms,
                                                                              the adoption of information technology in small businesses, failure
                                                                              proneness in small businesses and small businesses in the Far East
                                                                              – particularly China and Malaysia.




                         [ 38 ] SEG INTERNATIONAL BHD
niversities
   The University of Newcastle, established in 1965, has a student population of just over
   20,000. The University is an exceptional achiever in research with an international reputation
   for expertise in innovative approaches to teaching and learning. Its two main campuses are
   spread out in both the Central Coast and Hunter regions of NSW, both of which have won
   national awards for architecture and sympathetic environmental management.


   The larger campus at Callaghan lies about 12 kilometres from the Centre of Newcastle on a
   beautiful natural bushland site, and this is where the great majority of the students study. The
   other main campus is at Ourimbah on the Central Coast, about half way between Newcastle
   and Sydney. It is part of an innovative joint venture between the University, the Hunter
   Institute (TAFE NSW) and the Central Coast Community College. Currently there are about




                                                                                                                                     SEG INTERNATIONAL BHD
   1,800 University of Newcastle students studying at Ourimbah but as a new campus earmarked
   for growth, this number is expected to grow considerably over the next five years.


   Although not a campus in the strict sense of the word, the University has also established a
   significant presence on two sites within the Newcastle C.B.D., namely through the School of
   Music and Conservatorium in the Civic Theatre precinct, and the School of Law and Graduate
   School of Business in the University House, a landmark art-deco sandstone building directly
   opposite Civic Park.                                                                                                          [ 39 ]


   It is an ideal location for many students who study part-time and who work close by. And
   although the University’s medical and nursing programmes are based on the Callaghan
   campus, they also operate out of major clinical, teaching and research facilities at several
   hospitals and health centres in the Hunter and Central Coast regions.


   In Malaysia, UoN’s DBA (Doctor of Business Administration) is available through SEGi network
   of support centre, with local supervisors working in collaboration with on-campus faculty
   members to guide the doctorate candidates through their courseworks and their thesis.



                   “The University of Newcastle is very pleased to be
                   associated with SEGi. It will be a partnership which
                   will deliver quality education at senior level and
                   offers great opportunity for future expansion.”


                   Professor Roger Holmes
                   Vice-Chancellor




                                                                                                      SEG INTERNATIONAL BHD [ 39 ]
Par tner Profes            Partner Professional Bodies
                                                  Association of Chartered Certified Accountants

                                                  ACCA (the Association of Chartered Certified Accountants) is the largest and fastest-growing international accounting body,
                                                  with over 300,000 students and members in 160 countries. ACCA has an extensive network of 70 staffed offices and other
                                                  centres around the world.


                                                  ACCA offers four core qualifications:
                                                  •     a technician level qualification provides a comprehensive introduction to accountancy,
                                                  •     a professional qualification enabling members to reach the highest level in accountancy,
                                                  •     a Bachelor of Science in Applied Accounting which is centred on the needs of employers for practical, professional
                                                        accounting,
                                                  •     an MBA designed to broaden business understanding and enhance strategic decision making.


                                                  In Malaysia, the ACCA professional qualification is taught at Systematic Colleges throughout Malaysia. In keeping with ACCA’s
                                                  commitment to lifelong learning, we have launched a range of further qualifications. Our programmes are designed to suit the
                                                  needs of accountants, finance-professionals and non-finance professionals with financial responsibility - at all stages of their
                                                  careers.


                                                  ACCA’s reputation is grounded in almost 100 years of providing accounting and financial qualifications. Its long traditions are
                                                  complemented by modern thinking, backed by a predominantly young, dynamic membership.
 SEG INTERNATIONAL BHD




                                                  London Chamber of Commerce and Industry

                                                  London Chamber of Commerce and Industry was created by businesses in London to help each other and to make London a place
                                                  where business thrives.


                                                  Its mission is “to help London businesses succeed by promoting their interests and expanding their opportunities as members of
[ 40 ]
                                                  a world-wide business network”.


                                                  The Chamber is independent of government, owned and directed by its customers, democratically accountable to 1000s of
                                                  businesses of all sizes and sectors throughout Greater London.


                                                  As a not-for-profit organisation, LCCI raises £7 million each year from business and spending it on practical day-to-day support
                                                  services.


                                                  London Chamber represents the biggest business membership in London, truly the voice of London business.
                                                  LCCI is a professional course offered through Systematic College.




                                                  Institute of Chartered Secretaries and Administrators

                                                  The Institute of Chartered Secretaries and Administrators (ICSA) is recognised as the leading professional body for Chartered
                                                  Secretaries and Administrators in the United Kingdom and worldwide. Founded in 1891, the Institute today boasts of having
                                                  44,000 members and 30,000 registered students under its wing.


                                                  In Malaysia, the ACIS and FCIS qualifications are both recognised by the Government as equivalent to an honours degree from a
                                                  local university and the Grad ICSA is recognised as equivalent to a general degree. Members of the Malaysian Association of the
                                                  Institute of Chartered Secretaries and Administrators (MAICSA) with more than five years practical tax experience, either in the
                                                  Government or private sector, are also eligible to apply to become tax agents under Section 153 (3) of Income Tax Act 1967.
                                                  To date, MAICSA membership stands at more than 4,000.

                         [ 40 ] SEG INTERNATIONAL BHD
s ional Bodies
 CHARTERED INSTITUTE OF MANAGEMENT ACCOUNTANTS

 CIMA members are Accountants in Business. Collectively, it represents financial managers and accountants who
 work in industry, commerce, non-profit and public sector organisations. Its key activity is related to Business
 Strategy, Information Strategy and Finance Strategy. CIMA members are not trained in audit.


 CIMA’s focus is to qualify students, support members and employers, and protect the public interest. It has
 gained recognition in 154 countries, and today CIMA is the voice of over 77,000 students and 59,000 members
 throughout the world. CIMA’s focus on management functions makes it unique, and as an organisation, it is
 internationally recognised as offering the financial qualification for business.


 In a recent survey, 68% of employers in the UK chose CIMA as their preferred professional qualification.
 The commercial relevance of its syllabus, which is continually enhanced to reflect the latest developments in
 business has attracted students who choose to enter into the business field. In an age of growing globalisation
 and intensified competition, the Chartered Management Accountant is fully prepared to meet the need for
 timely and accurate financial information.


 CIMA members and students work across all business sectors at all levels throughout the world, demonstrating
 the flexibility of the qualification. In Malaysia, CIMA’s partnership is with Systematic College, and its
 professional programme is taught in Systematic Colleges throughout the country.




                                                                                                                                                  SEG INTERNATIONAL BHD
 CHARTERED INSTITUTE OF MARKETING

 The Chartered Institute of Marketing (CIM) originated in the United Kingdom as the Sales Managers’
 Association 1921. Its aim was to improve sales techniques and set the role of sales managers on a more
 professional footing.

                                                                                                                                              [ 41 ]
 The Association was subsequently incorporated in 1926 and became known as the Incorporated Sales
 Managers’ Association, or simply ‘ISMA’. The association went through several change of names before it
 became known as the Chartered Institute of Marketing (CIM) when in 1989, Her Majesty the Queen awarded the
 Institute with The Royal Charter.


 CIM is unique in awarding Chartered Marketer status, in recognition of achievement in theory, practical
 experience and expertise. Full Members and Fellows of CIM committed to Continuing Professional Development
 (CPD) can hold Chartered status.


 In 1995, the Diploma was awarded postgraduate status, enabling increasing numbers of graduands to continue
 their studies to Masters level.


 Today CIM boasts over 60,000 members and students. Teaching quality awards have been introduced for CIM
 tuition centres as part of CIM’s commitment to recognition of continuous improvement. Internationally, CIM is
 stronger than ever, with new branches in Sri Lanka, Singapore and Malaysia. New study centres in India and the
 Ukraine, bring the worldwide total to some 400. In Malaysia, CIM is offered through Systematic Colleges.


 Despite many changes during a turbulent century, CIM rests on the same cornerstone now as it did in 1911
 - every business needs customers, and must adapt to satisfy their needs profitably.




                                                                                                                   SEG INTERNATIONAL BHD [ 41 ]
Partner Professional Bodies
 Partner Professional Bodies
                                                        Association of Business Executives

                                                        The Association of Business Executives was founded in 1973 by a group of industrialists, educationalists and
                                                        politicians as a non-profit making institution. The aim of the Association is the promotion and advancement
                                                        of efficient administration and management in industry, commerce and the public service by the continued
                                                        development of the study and practice of administration and management. The primary objective of ABE is that
                                                        students successfully completing its examinations will be more effective managers.


                                                        The Association is unique among professional bodies in providing a general business education to practicing
                                                        and aspiring managers and executives, as well as a route to further study onto MBA programmes. ABE
                                                        membership is not restricted to UK residents and examinations are conducted internationally. The Association
                                                        endeavours to achieve its aims and objectives by insisting on high academic and professional qualifications and
                                                        appropriate practical experience before gaining full Membership. The Association maintains close liaison with
                                                        other professional organisations working in allied fields and disseminates information about administration and
                                                        management in the journal “Business Executive” which is issued free to all members.




                                                        National Computing Centre (NCC)

                                                        The National Computing Centre is an independent membership and research organisation whose mission is
                                                        to promote the more effective use of information technology. This objective is achieved through the creation
 SEG INTERNATIONAL BHD




                                                        and sharing of relevant knowledge and is facilitated by NCC’s proven expertise in data and information
                                                        management.


                                                        NCC members benefit by being kept informed of current IT issues via published guidelines, surveys, research
                                                        and also special interest groups. NCC’s membership spans universities, government bodies, small and medium
                                                        sized businesses and blue-chip corporations.

[ 42 ]
                                                        NCC was established on June 10, 1966, when the Government announced that, following consultations with
                                                        computer manufacturers and others, that there was a need for a computing centre to:
                                                        •   Encourage the growth of computer usage in the UK
                                                        •   Simplify the work involved in using computers
                                                        •   Ensure the necessary education and training were available


                                                        In line with government policy, NCC is currently drawing most of its income through commercial businesses.
                                                        Since 1988, NCC’s commercial success has continued and in 1996 a new company NCC Education Services was
                                                        formed, whilst 1999 saw the creation of NCC Group.


                                                        The aims of NCC however remain much the same today as when it was first established: to promote the
                                                        more effective use of information technology. This is achieved through the creation and sharing of relevant
                                                        knowledge and is facilitated by NCC’s proven expertise in data and information management.




                         [ 42 ] SEG INTERNATIONAL BHD
“Genius is one percent
inspiration, ninety-nine
percent perspiration”
                Thomas Edison
                               ����������                        ��������
                                                                 ��������

                                                                                      SYSTEMATIC
                         SYSTEMATIC COLLEGE, PENANG                                                                               INSTITUT SYSTEMATIC, KLANG
                                   ����� ��������
                                                ��������
                         This campus is strategically located in Georgetown, capital of the “Pearl of the                         A strategically-located campus with a good local reputation, this

                         Orient”. It caters to Penangites and those from the northern Peninsula states.                           campus serves Klang, the coastal township that boasts of one of the

                         Students can pursue a wide range of degree programme options like Business                               most modern maritime ports in the world. Having established itself

                         Administration, Computing, Marketing and Accounting & Finance. Professional                              as a centre of excellence in tutoring students for SPM and STPM

                         courses like LCCI, ACCA, CIM and ICSA are delivered in a totally modern learning                         examinations since 1990, it has enrolled increasing numbers for its

                         environment, with multimedia facilities and networked computer laboratories.                             internal and professional programmes, leading them to graduate
                                                                                                                                  with diplomas and degrees. Activities like charity campaigns

                         SYSTEMATIC COLLEGE, PETALING JAYA                                                                        and blood donations are encouraged amongst students to create

                         Having chalked up 25 years’ solid reputation of excellent academic track record,                         awareness about social responsibilities from young.

                         this instituition is poised to take its future to greater heights, with renovation
                         on its existing building structure and the setting up of its Postgraduate Priority
                         Learning Centre. Knowing their aspirations are in the hands of caring, qualified
                         lecturers has drawn a few generations of students to enroll in its courses. Nestled
                         in the heart of bustling SS2, the campus truly fits into the ‘One-Stop Educational
                         Centre’ mould. Student welfare matters and academic counseling will continue to
                         be its pillars of strength.
 SEG INTERNATIONAL BHD




                                        SYSTEMATIC COLLEGE, KUALA LUMPUR
                                        Established in 1977, this campus recently renovated its façade. The distinctively stylish facelift has
                                        added vitality to the college’s commitment to ensure students get their money’s worth, whether they
                                        are taking professional programmes such as ACCA, ABE, CIM, CIMA, ICSI and LCCI, or the range of
                                        affordable degree programmes. Its privilege of being exceptionally well-situated within the business
[ 44 ]
                                        and financial hub of the capital, with a host of conveniences like shopping and food outlets, and
                                        public transport means laid out makes it an attractive choice for the pursuit of higher education,
                                        whatever the student’s background.




                                                             SYSTEMATIC INSTITUTE OF I.T., KUALA LUMPUR
                                                             Its metropolitan appeal draws a diverse crowd of local and international students from China,
                                                             India, Pakistan, US, UK and Africa. Many have blazed a trail worthy of emulation, with their prize-
                                                             winning achievements in NCC and LCCI examinations. At SIIT, internal exams like SDB and SHDCS
                                                             are supported by quality training materials and a team of tech-savvy and professional staff. Short
                                                             computing courses on programming and application software are targeted towards bringing the
                                                             public closer to the national k-economy policy.



                                                                                           SYSTEMATIC SECRETARIAL CENTRE, KUALA LUMPUR
                                                                                           Efficiency being the key to modern secretarial practice, students at SSC are groomed for their
                                                                                           vital role in enhancing their organisation’s corporate image, performance and productivity. Along
                                                                                           with traditional secretarial skills, they are exposed to advanced business development, while
                                                                                           periodic seminars on proper business and social etiquette enhances the future secretary’s value.
                                                                                           With students from multicultural backgrounds, it is able to foster close fellowship amongst them
                                                                                           during events such as Secretaries’ Week, Personal Grooming and Presentation Skills.



                             [ 44 ] SEG INTERNATIONAL BHD
Group of Colleges
PUSAT MAKMUR, KLANG                                                                                 SYSTEMATIC TRAINING CENTRE, SERIAN             *
Located next to Institut Systematic Klang, Pusat Tuisyen                                            The establishment of Systematic Training Centre in Serian,

Makmur (formerly known as Institut Makmur) was formed in                                            Sarawak is a reflection of SEGi’s long-term commitment to

December 1990 to provide both tuition as well as night classes.                                     broaden educational and training opportunities to all levels

It also offers specialized vocational training programmes under                                     of society. The courses offered at the training centre are

the National Vocational Training Council (MLVK). The tuition                                        relevant and affordable to fulfill the aspirations of individuals

centre is well-known to students in Klang, who are currently                                        who are seeking educational pathways to a university degree,

doing their Forms V and VI examinations.                                                            and beyond at one of the nearest branch campus Systematic
                                                                                                    Kuching which is about 40 miles away.
                                                                                                    Systematic Training Centre in Serian will offer Computer and
                                                                                                    Business skills foundation courses giving the opportunity for
                                                                                                    school leavers in the vicinity of Serian Township to study in
                                                                                                    their hometown.




                                                                                   INSTITUT SYSTEMATIC, KUCHING




                                                                                                                                                                         SEG INTERNATIONAL BHD
                                                                                   Highly regarded by locals of the clean, multi-cultural and multi-
                                                                                   lingual ‘Cat City’, Institut Systematic Kuching also gets a hefty
                                                                                   amount of outstation and international students, who make it
                                                                                   their One-Stop Centre for a range of degree and professional
                                                                                   courses like Accounting, Computing, Secretarial and Business
                                                                                   Administration Studies. It has excellent facilities and a team
                                                                                                                                                                        [ 45 ]
                                                                                   of experienced lecturers to complement the lively student
                                                                                   population, who participate wholeheartedly in college events.
                                                                                   Comfortable and secure student hostels in the campus vicinity are
                                                                                   available.


                    SYSTEMATIC COLLEGE, JOHOR BAHRU
                    Located high above this busy southern Causeway city, on the 32nd floor of the Landmark
                    Tower, this college has been a private education leader for over 30 years, serving Malaysians,
                    Singaporeans and Indonesian students. Computer studies and Accounting-based courses, as
                    well as business and management degree programmes are offered. The campus has achieved
                    a reputation of producing Malaysia and World Award winners for the LCCI Diploma in
                    Accounting. With its symbolic address, excellent facilities and the unwavering dedication of
                    lecturers, the student’s dream of academic achievement can be a reality.




                SYSTEMATIC MANAGEMENT RESOURCE CENTRE (SMRC), SUBANG JAYA                       *
                This business unit has been offering postgraduate and undergraduate degree programmes from Bolton Institute (UK) through
                distance learning since January 1998. The flexibility that students enjoy when they enrol through the distance learning mode
                has made programmes offered by Bolton Institute particularly very popular with matured students. Students use the same study
                materials and undergo the same rigorous academic assessments as their fellow students who are doing the same programmes
                on-campus, and earn the same award. Distance learners will still experience direct face-to-face contact with their supervisors
                and lecturers during their study and workshops held in Malaysia every semester.
                                                                                                                                      SEG INTERNATIONAL BHD [ 45 ]
                                                                                                                                     *Training Centre
                                                           �����
                         PRIME TRAINING & DEVELOPMENT CENTRE, ALOR STAR
                                                                                       ��������
                                                                                       ��������


                                                                                         *
                                                                                                                                      PRIME
                         Having a northern bearing gives this centre a base for many students of Perlis, Kedah and
                         Penang who intend to pursue higher education, to stay close to ‘home’. The centre, located
                         in the capital of the state often known as Jelapang Padi (Rice Fields) of Malaysia, caters to
                         mainly vocational students.




                         PRIME COLLEGE, BUKIT MERTAJAM
                         PRIME College Bukit Mertajam, established in 2002, is located at Wisma Summit in Bukit
                         Mertajam. The college has brought opportunities for higher education to students in the
                         Northern states of Peninsular Malaysia. For the convenience of students, the college, located
                         just next to the Summit Bukit Mertajam shopping mall, is easily accessible by bus. Besides MLVK
                         courses, PRIME College Bukit Mertajam also offers undergraduate programmes in the fields of
                         Information Technology, Business Administration and Accountancy, at both diploma as well as
                         degree level, in partnership with universities in Australia and Great Britain.




                                      PRIME COLLEGE, SUBANG JAYA
 SEG INTERNATIONAL BHD




                                     Its mission to offer affordable yet choice programmes to the future leaders of our country, and having a
                                     Commitment to Excellence in doing so, this city campus continues to roll out a string of superachievers,
                                     some who continue to pursue their studies to Masters and PhD levels. It is the first and only private college in
                                     the country to offer all four Engineering disciplines: civil, mechanical, electrical & electronic and chemical.
                                     Other degree-linked programmes are its diplomas in Management, Business & ICT and the MBA programme.


[ 46 ]

                                                 MSC INTERNATIONAL COLLEGE, SUBANG JAYA
                                                 This cool campus has much to offer students wanting training in Media, Art & Design programmes.
                                                 Its various departments offer Interior Design, Industrial Design, Graphic Design, Photography,
                                                 Advertising, Video & Animation, Multimedia Design, Drama & Theatre, and Music. Young creative
                                                 minds are given personal attention and guidance to develop their individual spirit of innovation and
                                                 to apply them successfully in their chosen fields. The college’s renown has even produced national–
                                                 level design award-winners.




                                                              SUMMIT INTERNATIONAL COLLEGE, SUBANG JAYA
                                                              This vibrant college specialises in the training of early childhood educators. It conducts and
                                                             administers the internationally recognised Montessori Diploma in Early Childhood Education,
                                                             which is endorsed by the National Accreditation Board and approved by the Education Ministry.
                                                             The college also conducts certificate course options in Childhood Nutrition, Children’s Art, Music
                                                             & Movement, Child Psychology & Development, First Aid, Child Safety & Hygiene, Nursery
                                                             Management and Speech Communication Arts.




                             [ 46 ] SEG INTERNATIONAL BHD
Group of Colleges
 IBMS COLLEGE, KUCHING
 Eschewing the group’s mission to provide Quality Education Within Reach, IBMS gives locals a chance
 to reach for their aspirations, through diploma, degree, law and MBA programmes. This magnificent
 campus has been described as a 4-star hotel due to its classy ambience. The city campus has an open
 environment to promote learning with its expansive student area, IT labs, cybercafe and airy classrooms.
 Dynamic staff adds to its winning appeal. Students get to participate in cultural events to foster greater
 friendship ties amongst the diverse ethnic groups.




                                                                   PRIME COLLEGE, MIRI
                                                                   Miri, studded with oil refineries and charming the eye with its laidback scenery, has a




                                                                                                                                                                SEG INTERNATIONAL BHD
                                                                   fine professional campus to match its young population’s aspiration of quality education.
                                                                   Whether it is Cambridge A-Level, Pre-University or a range of diploma programmes, the
                                                                   college has produced a winning stream of graduates who are well-adjusted as they are
                                                                   ambitious. They immerse themselves in social events like Theme Nites, competitions and
                                                                   charity drives. The campus also serves students from neighbouring Brunei Darussalam.


                                                                                                                                                               [ 47 ]




                            IBMS TRAINING & DEVELOPMENT CENTRE, KUCHING                  *
                            In addressing the Government’s call to upgrade the quality of our country’s human resource, Kolej IBMS has
                            established its new ‘IBMS Training and Development Centre’ to better serve the training needs of the Kuching
                            society. Commencing its operations in January 2003, it is located within walking distance of the main campus
                            and in the heart of the Kuching city, where modern amenities such as food courts, supermarkets and recreational
                            facilities are available. With its state-of-the-art facilities, the new centre runs mainly computer skills training
                            programmes. Manned by a Centre Executive and his team of dedicated staff, participants will indeed find the new
                            centre a conducive place for training and re-training.




                               IFPA RESOURCES, SUBANG JAYA            *
                               This business unit provides professionals with financial planning training leading
                               to the internationally-recognised Certified Financial Planner designation or CFP™.
                               The distinction opens doors for those keen to capitalise on the trend towards
                               liberalisation and globalisation of the financial services industry.




                                                                                                                              SEG INTERNATIONAL BHD [ 47 ]
                                                                                                                             *Training Centre
Panoramic View of SEGi’s Str
                                                        Professional Courses


                                                        Since the first Systematic College was established in 1977, the Group has always
                                                        been involved in providing a wide range of professional courses, from ACCA to
                                                        CIM and from ABE to ISCA and the highly-publicised CFP qualification. Over the
                                                        years, students with professional qualifications have either gone on to pursue
                                                        their second degree or entered into the workforce. A majority of them would
                                                        have reached very senior level of management. Although SEGi has since entered
                                                        into the undergraduate and postgraduate markets, it still believes in providing
                                                        opportunities for quality professional qualifications to its students.
 SEG INTERNATIONAL BHD




[ 48 ]




                                                        Vocational Courses


                                                        As an active participant of the scheme under the National Vocational Training
                                                        Council (MLVK), SEGi has provided opportunities to hundreds of SPM leavers
                                                        who have opted to pursue vocational skills training. The Group will continue
                                                        to be committed to the national aspirations to produce skilled workers who are
                                                        better equipped to join the workforce. Major colleges within the Group have
                                                        individually set up its own Training Centres to cater to the needs of the MLVK
                                                        and other vocational students.




                         [ 48 ] SEG INTERNATIONAL BHD
engths and Spread in 2002
  Distance Learning


  Through the Regional Centre concept, a number of courses offered by foreign
  university partners have been become possible for the Malaysian public through
  distance learning. Students are enrolled with the partner universities, and they
  can choose a wide range of programmes, from undergraduate programmes
  in Business and Information Technology to both Master and Doctorate
  Programmes.




                                                                                                                    SEG INTERNATIONAL BHD
  Online Learning
                                                                                                                [ 49 ]


  Over RM1 million was spent in 2002 alone to upgrade the online teaching
  facilities at both Systematic and PRIME Colleges. Its newly installed online
  support system, which uses Web-CT platform, supports four fields of studies,
  namely marketing, business, accounting and computing. The system is to greatly
  enhance the learning experience of its students, who will now become more
  interactive.


  Continuing Education


  SEGi has been involved in providing education to working adults since
  its inception, and will continue to play an active role in adult education.
  Its range of programmes offered to working adults include professional
  qualifications such as the Certified Financial Planning (CFP) and both
  postgraduate qualifications, which include the Master of Business
  Administration (MBA) and Doctor of Business Administration (DBA) from
  various reputable partner universities.




                                                                                     SEG INTERNATIONAL BHD [ 49 ]
Panoramic View of SEGi’s Str
                                                        Foreign Student Community


                                                        Our foreign student population has been growing substantially over the past one
                                                        year with more focussed marketing effort in countries like China, and South East
                                                        Asian countries. The Chinese students from Mainland China form the majority
                                                        of foreign students currently enrolled with both Systematic and PRIME Groups
                                                        of Colleges. Other foreign students come from some 30 other different countries
                                                        around the world, such as Indonesia, Pakistan, Thailand, Myamar, Singapore,
                                                        Somalia, Philippines, Korea and Taiwan.


                                                        Examination Department


                                                        As part of the Group’s Quality Control mechanism, a centralised examination
                                                        department has been put in place since 1989. In 2002, the Examination
                                                        Department won the much coveted ISO 9001: 2000 Certification for the
                                                        Provision of Education Support Services from ABS Quality Evaluations, Inc., USA
                                                        which is accredited by ANS - RAB. This has further enhanced the Group’s long-
 SEG INTERNATIONAL BHD




                                                        term vision of providing quality education.




[ 50 ]




                                                        Overseas Collaborations


                                                        SEGi continues to be involved in strategic partnerships with local education
                                                        support groups in foreign markets such as China and Indonesia. It is currently
                                                        on the verge of negotiating several deals with a credible Indonesian partner to
                                                        set up a university in Jakarta. Other joint collaborations are also being sought
                                                        in China, where ultimately, it is the intention of the Group to offer its diploma
                                                        programmes as pathways to courses offered by its foreign university partners.


                                                        Community Projects


                                                        Junior Journalist Programme


                                                        Junior Journalist Programme was a successful outreach programme to foster
                                                        goodwill with the secondary schools in both East and Peninsular Malaysia. Over

                         [ 50 ] SEG INTERNATIONAL BHD
engths and Spread in 2002
  900 students from 90 secondary schools have benefited from the two-day journalism
  workshops, conducted in collaboration with the New Straits Times, Education Quarterly
  and red104.8. The official signing ceremony was witnessed by Deputy Minister of
  Education, YB Dato’ Hon Choon Kim on August 21.


  Scholarships


  SEGi is a strong supporter of Star Education Funds and the MAPCU Education Funds,
  besides giving generously to the Special Education Fund for the Orphans, the Abused
  Children and the Disabled of Lions Club of Kuala Lumpur Central. It also provides
  education to the underprivileged, in an effort to provide equal opportunities to people
  who want to excel in life.




  Student Clubs


  Student Clubs formed by the students of SEGi Colleges have been actively participating




                                                                                                                           SEG INTERNATIONAL BHD
  in a number of community projects. Leo Club of PRIME College and MSC International
  College, for example, has been organising a number of community events with other
  major service organisations to help the deaf, the blind and the disabled community. The
  clubs will help to enhance the quality of college life for the students and allow them
  opportunities to be involved in community services.
                                                                                                                       [ 51 ]




                                                                                            SEG INTERNATIONAL BHD [ 51 ]
Calender of Events 2002
                            January
                            • MSC International College Industrial Design students bag top awards including the Grand Prize at Malaysian
                               Young Designers Awards 2001.


                               February
                            • Heriott Watt undergraduate degree partnership launched with PRIME USJ, offering business & finance
                               programmes.
                            • Launch of ESOS to staff


                            March
                            • Inaugural Student Forum at PRIME USJ, theme “All or Nothing: Examining Love Relationships Amongst College
                               Students. Special guest speaker Datin Paduka Marina Mahathir, Malaysian AIDS Council.


                            April
                            • Name officially changed to SEG International Berhad (SEGi) on 8 April 02.


                            May
                            • Napier University Edinburgh partnership launched with PRIME Colleges, offering I.T. & Multimedia programmes.
 SEG INTERNATIONAL BHD




                            • 25th Anniversary Celebration of SEGi and Launch of SEGi logo.
                            • SEGi turns 25. Grand Silver Jubilee celebration dinner at The Summit Hotel USJ. VVIP: YB Dato’ Mahadzir Mohd
                               Khir, Setiausaha Parlimen (Parliamentary Secretary) to the Ministry of Education.


                            July
                            • MLVK vocational skills training programmes launched at PRIME, MSC, SIC.
[ 52 ]
                            • Engineering Draughtsman, Multimedia, Computer Systems & Front Office.
                            • SEG International Bhd jointly-launched the UOB-SEGi co-branded Visa Credit Card and Visa Electron (Debit)
                               Card
                            • PRIME College gives two vocational scholarships to Rumah HOPE
                            • Together with the Lions Club of Kuala Lumpur Central, PRIME College hosted a special seminar for orphans from
                               a number of orphanages in the Klang Valley to give them an idea of the education and vocational opportunities
                               available to them after SPM.
                            • Institut Makmur Klang was officially changed to Institut Systematic Klang. Pusat Makmur was subsequently set
                               up to provide tuition to secondary school students


                            August
                            • Summit International College organised Early Childhood Education Fair & Exhibition at The Summit USJ.
                            • Launch of Junior Journalist Programme at PRIME College USJ by Deputy Minister of Education, Dato’ Hon
                               Choon Kim. Other partners include the New Straits Times, Education Quarterly and red104.9.
                            • The Early Childhood Education Fair was officiated by Deputy Menteri Besar of Selangor, Dato’ Dr Zainal Abidin
                               bin Ahmad. Summit International College entered into the Malaysia Book of Records for being the ‘Biggest Jalur
                               Gemilang made from (drinking) Straws’. Book by Summit International College, Parenting & Nation-Building: A
                               Malaysian Legacy was launched during the fair.
                            • Memorandum of Agreement with University of the Sunshine Coast was signed, and two new postgraduate
                               programmes, namely Master of Business Administration and Master of Financial Planning, were officially
                               launched.

                         [ 52 ] SEG INTERNATIONAL BHD
September
• Junior Journalist Programme seminars conducted at PRIME USJ & Systematic Penang.
• Junior Journalist Programme workshops conducted in Klang Valley, Northern Region (Penang) and Southern
   Region (Johor Baru)
• The Serian training centre known as Systematic Training Centre was incorporated on 24 September 2002


October
• Charity Carnival at PRIME successfully organised by MLVK students for Rumah Solehah & Montfort Boys Town.
• The Nursing Conversion Programme with Edith Cowan University was signed and officially launched
• Systematic Secretarial Centre offered 10 scholarships to orphans/ underprivileged girls to pursue a course in
   keyboarding to secure secretarial / administrative jobs.


November
• Systematic Kuching overhauled & given facelift, renovations cost RM1mil.
• Graduation Ceremony of University of Abertay Dundee
• SEGi President, Patrick Teoh awarded honorary doctorate by the University of Abertay Dundee
• RM1 billion Collateralised loan obligations (CLOs) launched by Affin Bank Bhd., where SEGi was offered a loan of
   RM40 million.




                                                                                                                               SEG INTERNATIONAL BHD
• Third Convocation Ceremony of the MSC International College and Summit International College was graced by
   YAM Tengku Putri Nor Zehan binti Almarhum Sultan Salahuddin Abdul Aziz Shah


December
• James Cook University partnership launched with SEGi, offering undergraduate business programmes.
• Memorandum of Understanding with James Cook University, Australia officially signed
                                                                                                                           [ 53 ]
• SEGi Examinations Department awarded ISO 9001: 2000 Certification for the Provision of Education Support
   Services from ABS Quality Evaluations, Inc, USA, which is accredited by ANS - RAB.
• Newly installed online support system, which uses Web-CT platform, costing RM800,000 launched to support
   four fields of studies, namely marketing, business, accounting and computing.
• The new building of Systematic College Penang officially launched by Chief Minister of Penang, Tan Sri Dr Koh
   Tsu Koon




                                                                                                SEG INTERNATIONAL BHD [ 53 ]
[ 54 ] SEG INTERNATIONAL BHD
MARKETING                                                           LAW
The skillful art of persuasion and meeting needs (both real         SEGi offers future practitioners and those keen to gain insight
and created) forms the nature of work required for highly-          and overview on legal knowledge locally, regionally and
successful and exciting careers in marketing. SEGi offers the       globally, the prestigious Bachelor of Law from The University
student excellent training for this field, through a range of       of London.
courses such as Chartered Institute of Marketing (CIM) and
Diploma in Marketing, both professional qualifications. It also     ENGINEERING
provides undergraduates with renowned programmes from               Producing high achievers who complete their undergraduate
Scotland’s University of Abertay Dundee (UAD), USQ and JCU.         and graduate degrees from distinguished universities abroad,
                                                                    our engineering students will testify to the wide learning
INFORMATION TECHNOLOGY                                              scope that SEGi exposes them to, and many have successfully
Students dedicated to improve our future with dynamic               reached their career aims.
visions of virtual reality and the digital realm must have an
excellent background of I.T. SEGi provides the edge needed          At all PRIME campuses, SEGi offers’ students the Diploma
for this evolving arena through programmes in E-Technology          programme in every one of the Engineering disciplines,
and I.T., as well as pathways towards obtaining undergraduate       including Civil, Electric and Electronic (E&E), Chemical,
qualification, such as Bachelor of Business in Information          Mechatronic and Mechanical Engineering. Recommended
Technology Management                                               options are provided for articulation into Bachelor




                                                                                                                                             SEG INTERNATIONAL BHD
                                                                    programmes by USQ.
COMPUTER STUDIES
The Group is seeing a rise in students choosing to finish their     EARLY CHILDHOOD EDUCATION
education in computer studies, and our programmes in this           Positive training is needed for childhood education specialists,
field are aimed at helping the realisation of Malaysia’s national   who oversee the holistic delivery of education to young pre-
and economic aspirations. Students can opt for a range of           school students. SEGi provides those with the interest in this       [ 55 ]
Diplomas either in Computer Studies, Computer Systems               noble field the option of doing their Montessori Diploma in
(Operations & Management) or Computer Engineering.                  Early Childhood Education, with a curriculum from UK.


SEGi also offers NCC Education (UK)’s International Diploma         ART & DESIGN
in Computer Studies and for undergraduates, recommended             MSC International College, since its inception in 2000, has
options are provided to complete the Bachelor of Science            carved a niche amongst art students wanting specialised
(B.Sc) degree programmes with either Bolton Institute of            training in the fields related to art, media and design. The
Higher Learning (UK) or Napier University (Scotland).               institution has set a remarkable precedence not only by being
                                                                    one of the few local art institutions offering such a wide
SECRETARIAL                                                         range of courses, but to win highly prestigious awards at
Grooming future students for productive secretarial careers         Malaysian and regional competitions annually, prized by those
in organisations is a task borne by experienced professionals.      in the related industries.
SEGi has maintained a reputation amongst locals as both
its Secretarial and Administration Diploma and Private              For those looking for higher qualifications, MSC International
Secretaryship Course are recognised widely as preparation for       offers Diploma programmes in Advertising, Graphic Design,
efficient future secretaries, savvy about administrative and        Interior Design, Industrial Design, Video & Animation,
corporate management.                                               Photography, Theatre Arts, Music and Multimedia, leading
                                                                    towards overseas degree options.




                                                                                                              SEG INTERNATIONAL BHD [ 55 ]
SEGi Education Programmes
                            TOURISM                                                           DOCTOR OF BUSINESS ADMINISTRATION
                            The hospitality sector charts a continued growth path under       Newly introduced at SEGi is the Doctor of Business
                            the Malaysian Culture, Arts & Tourism Ministry, thanks to         Administration (DBA) programme by University of
                            the government’s integrative nation-building strategies.          Newcastle, ideal for senior managers. Offered in partnership
                            Likewise, career opportunities abound for those with the          with the Newcastle University’s Graduate School of Business,
                            innate spirit of adventure, culture and anyone wishing to         the DBA programme ties in consistently with SEGi’s mission
                            broaden their learning horizon about provision of services        of internationalisation, and as a means to invest in the
                            to tourists and visitiors. SEGi offers students the pathway to    intellectual capital of our nation, thus helping to improve the
                            recognised qualifications in this area, such as the Bachelor of   future intellectual, economic, social and cultural well-being
                            Business in Tourism Management offered by JCU.                    of our people.


                            MASTER OF BUSINESS ADMINISTRATION
                            Promoting our institution’s cherished mission of lifelong
                            education, SEGi’s Postgraduate programmes are a boon
                            for mature learners, especially working adults, as they are
                            able to benefit from the flexibly-tailored MBA programmes
                            suited to their requirements, such as distance learning (with
                            online support), module learning and off-campus, real-
 SEG INTERNATIONAL BHD




                            world environment. The options for postgraduate studies are
                            provided via SEGi’s partnerships with Australia’s University
                            of Southern Queensland, University of The Sunshine Coast,
                            and UK’s Huddersfield University.


[ 56 ]




                                                  “SEGi will continue to play a very

                                                  important role as an education provider in

                                                  the country, leveraging on its 25 years of

                                                  experience in the education sector.”
                         [ 56 ] SEG INTERNATIONAL BHD
“Real integrity stays
in place whether the
test is adversity or
prosperity”
                  Charles Swindoll

      Corporate Governance Statement   58
      Audit Committee Report           65
      Statement of Internal Control    70
      Financial Highlights 2002        72
      Financial Statements 2002        74
      Group Properties                 113
      Analysis of Shareholdings        115
      Form of Proxy                    119
Corporate Governance Statement
                            The Board of Directors of SEG International Bhd holds steadfast in its view that proper corporate governance is necessary to direct
                            and manage the business of the Company and Group towards enhancing business prosperity and corporate accountability with the
                            ultimate aim of safeguarding the interest of all stakeholders and enhancing shareholders’ value.


                            Towards this end, the Company is pleased to announce that it has complied with the Best Practices as set out in Part 2 of the Code
                            and the ensuing paragraphs clarify how the Company has applied the Principles as set out in Part 1 of the Code.


                            PRINCIPLE A – BOARD OF DIRECTORS


                            Constitution of the Board and Board Balance

                            The Board, led by a Non-Executive Chairman has nine (9) members and one (1) alternate director, comprising three (3) Executive
                            Directors and six (6) Non-Executive Directors, of whom three (3) are independent. The number of independent directors is in
                            compliance with the Listing Requirements of the Kuala Lumpur Stock Exchange, which requires one third of the Board to comprise
                            of independent directors. The Board’s composition represents a mix of knowledge, skills and expertise to effectively discharge its
                            stewardship responsibilities in spearheading the Group’s growth and future direction.


                            The role of the Chairman and Chief Executive Officer are distinct and separate with responsibilities clearly drawn out to ensure a
                            balance of power and authority. Generally, the Executive Directors are responsible for making and implementing operational and
 SEG INTERNATIONAL BHD




                            corporate decisions. Non-Executive Directors play key supporting roles, contributing their knowledge and experience towards the
                            formulation of policies and in the decision-making process. Where a potential conflict of interest may arise, it is mandatory practice
                            for the director concerned to declare his interest and abstain from the decision-making process.


                            The Board meets at least four times a year with additional meetings convened when decisions on urgent matters are required
                            between scheduled meetings. For the financial year ended 31 December 2002, the Board met six (6) times to monitor and control
[ 58 ]
                            the development of the Group. A summary of attendance to each of the board meetings is set out below:



                              Name of Directors                                               22.2.02     3.4.02     22.5.02     27.8.02     1.11.02    29.11.02


                              Senator Tan Seri Dato’ Seri (Dr) Abdullah Bin Ayub                 √          √           √           √          √           √


                              Dr Patrick Teoh Seng Foo                                           √          √           √           √          √           √


                              Clement Hii Chii Kok                                               √          √           √           √          √           √


                              Kee Lian Yong                                                      √          √           √           √          √           √

                              Dato’ Seri Megat Najmuddin Bin Datuk Seri Dr Haji Megat
                                                                                                 x          √           √           √          √           x
                              Khas

                              Amos Siew Boon Yeong                                               √          √           √           √          √           √


                              Simon Hue Fook Chuan                                               √          √           √           √          √           √

                              Tan Sri Dato’ (Dr) Abdullah Bin Mohd Salleh
                                                                                                 √          √           √           √         N/A         N/A
                              (resigned on 27.8.02)

                              Dato’ Shamsir Bin Omar (resigned on 27.8.02)                       √          √           x           √         N/A         N/A


                         [ 58 ] SEG INTERNATIONAL BHD
 Name of Directors (Continued)                                      22.2.02     3.4.02      22.5.02     27.8.02     1.11.02    29.11.02


 Dato’ Pahamin A. Rajab (appointed on 27.8.02)
                                                                      N/A         N/A         N/A         N/A          √           √

 Datin Fadzilah Bte Saad (appointed on 27.8.02)
                                                                      N/A         N/A         N/A         N/A          √           √
 Tuan Haji Mohd Razi bin Yaacob (alternate director to YB
 Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub)                    √           √           x           √           √           √
 Kee E-Lene (alternate director to Dato’ Seri Megat Najmuddin
 Bin Datuk Seri Dr Haji Megat Khas) (resigned 10.5.02)                 x           x          N/A         N/A         N/A         N/A


Access to Information
Board meetings are structured with a pre-set agenda where all Directors are furnished with a set of Board papers issued in sufficient
time to facilitate informed decision-making. In discharging their duties effectively, the Board has unrestricted access to all information
pertaining to the Group’s affairs and the services of the Company Secretary, whether as a full Board or in their individual capacity.
If necessary, the Directors can seek external independent advice on specialised issues at the Company’s expense to enable them to
discharge their duties with full knowledge of the cause and effect.


Board Committees
The Board has delegated specific responsibilities to five (5) committees, which operate within approved terms of reference, to assist in




                                                                                                                                                 SEG INTERNATIONAL BHD
the effective discharge of its principal responsibilities. Notwithstanding the above, the ultimate responsibility for the final decision
lies with the full Board. These committees are:


•       Audit Committee
        The terms of reference and further information on the Audit Committee are outlined in the ensuing pages.
                                                                                                                                             [ 59 ]

•       Remuneration Committee
        The Remuneration Committee, comprising mainly Non-Executive Directors, is responsible for drawing up the policy framework
        and to make recommendations to the Board on the remuneration packages of the Executive Directors. The Executive Directors
        do not participate in decisions relating to their remuneration. The Board as a whole determines the remuneration of Non-
        Executive Directors including the Non-Executive Chairman with the Director concerned abstaining from participating in
        decisions in respect of his individual remuneration.


        The Remuneration Committee comprises the following members:


        Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub       -       Chairman, Non-Independent / Non-Executive Director
        Dr Patrick Teoh Seng Foo                                -       Member, Non-Independent / Executive Director
        Amos Siew Boon Yeong                                    -       Member, Independent / Non-Executive Director


        During the financial year ended 31 December 2002, the Remuneration Committee had one meeting which was attended by
        all members.




                                                                                                                  SEG INTERNATIONAL BHD [ 59 ]
Corporate Governance Statement
                            •        Nominating Committee
                                     The Nominating Committee, comprising wholly of Non-Executive Directors, recommends candidates with an optimal mix of
                                     qualifications, skills and experience to the Board. The Nominating Committee will also evaluate annually, the effectiveness of
                                     the Board as a whole, the various Committees and each individual Director’s contribution to the effectiveness of the decision-
                                     making process of the Board.


                                     The members of the Nominating Committee comprises of:
                                     Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub     -         Chairman, Non-Independent / Non-Executive Director
                                     Amos Siew Boon Yeong                                  -         Member, Independent / Non-Executive Director
                                     Simon Hue Fook Chuan                                  -         Member, Independent / Non-Executive Director


                                     During the financial year ended 31 December 2002, the Nominating Committee had two meetings which was attended by all
                                     members.


                            •        Executive Committee
                                     The Executive Committee is authorised to transact business activities of the Group subject to certain limitations as set out in
                                     the terms of reference. The Executive Committee comprises of:


                                     Senator Tan Sri Dato Seri (Dr) Abdullah bin Ayub      -         Chairman, Non-Independent / Non-Executive Director
 SEG INTERNATIONAL BHD




                                     Dr Patrick Teoh Seng Foo                              -         Member, President / Executive Director
                                     Clement Hii Chii Kok                                  -         Member, Chief Executive Officer / Executive Director
                                     Kee Lian Yong                                         -         Member, Executive Director
                                     Dato’ Pahamin A. Rajab                                -         Member, Non-Independent / Non-Executive Director
                                     (Appointed on 27 August 2002 to replace
[ 60 ]                                 Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh)


                                     During the financial year ended 31 December 2002, the Executive Committee had four meetings duly convened.


                            Re-election
                            All Directors will retire at regular intervals by rotation once at least every three years and they shall be eligible for re-election.


                            PRINCIPLE B – DIRECTORS’ REMUNERATION


                            The details of the remuneration of the Directors of the Company for the financial year under review are as follows:


                            1.       Aggregate remuneration of the Directors are categorised into appropriate components:


                                                                                             Meeting         Benefits-         Fixed          Statutory
                                                         Salary     Bonus         Fee                                                                           Others
                                                                                            Allowances        in-kind       Allowances       Contribution

                                Executive Directors     336,000     78,000         -             -            18,600              -             33,120               -

                                Non-Executive
                                                            -          -       190,000           -               -                -                -                 -
                                Directors




                         [ 60 ] SEG INTERNATIONAL BHD
2.     The number of Directors whose total remuneration fall within the following bands:



                                                                            Number of Directors


 Range of Remuneration                                      Executive                               Non-Executive


 Below RM50,000                                                 1                                          5


 RM50,001 to RM100,000                                          1                                          1


 RM350,001 to RM400,000                                         1                                           -



PRINCIPLE C – SHAREHOLDERS


Relationship with Shareholders and Investors


The Group recognises the importance of establishing a direct line of communication with shareholders and investors through timely
dissemination of information on the Group’s performance and major developments via appropriate channels of communication.




                                                                                                                                               SEG INTERNATIONAL BHD
Dissemination of information includes the convening of Annual General Meetings (“AGM”) and Extraordinary General Meetings
(“EGM”), distribution of Annual Reports and relevant circulars, issuance of press releases and press conferences. The financial
performance of the Group is communicated to the public via its quarterly report to the Kuala Lumpur Stock Exchange (KLSE).


To further enhance the transparency and communication with the shareholders and all concerned, the Company set up an internet
portal at www.segi.edu.my for timely dissemination of business related information for the benefit of all interested parties.              [ 61 ]
Shareholders and members of the public are also invited to access the KLSE website at www.announcements.klse.com.my to obtain
the latest information of the Group.


The Board has appointed Amos Siew Boon Yeong, a senior independent non-executive director to whom all concerns regarding
the Company may be conveyed.


Annual General Meeting (“AGM”)


The Chairman and the Board encourage shareholders to attend and participate in the AGM held annually. Shareholders are given
the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Company.


PRINCIPLE D – Accountability and Audit


Financial Reporting


The Group presents its year-end financial results on an annual basis through its annual report and its interim results every quarterly
via its submissions to the KLSE and through public announcements. The Audit Committee assists the Board in reviewing the
information disclosed to ensure accuracy and adequacy.




                                                                                                                SEG INTERNATIONAL BHD [ 61 ]
Corporate Governance Statement
                            Internal Control


                            The Board maintains a sound system of internal control to safeguard shareholders’ investments and the Company’s assets. In this
                            respect, the Company has effected several systems of internal control covering financial, operational and compliance controls to
                            provide reasonable assurance on the reliability of the financial statements. Some of the systems have been in place over the years
                            and will continue to be reviewed, added on or updated in line with changes in the operating environment. The Board seeks regular
                            assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal and
                            external auditors.


                            In recognising the importance of incorporating risk management in its system of internal controls, the Board is guided by the fact
                            that risks cannot be eliminated but effectively managed to a level that is acceptable to the Board and the Management. In this
                            respect, the following collaborative endeavours have been adopted to manage its risk exposure:


                            •      An independent professional advisor was appointed to assist in the implementation of an Enterprise Risk Management
                                   (“ERM”) framework to systematically identify the principal / significant risks that may impact on the Company’s ability to
                                   achieve its objectives and to implement appropriate controls to manage these risks;


                            •      Developed an on-going process to identify, evaluate and manage significant risks that may impact on the Company’s ability
                                   to achieve its objectives. These processes are embodied in the Risk Management Policy that was formally endorsed by the
 SEG INTERNATIONAL BHD




                                   Board on 10 October 2001. Essentially, the Risk Management Policy identifies the significant risks and the strategies to
                                   manage these risks.


                            The purpose of the Risk Management Policy is to assist in:


[ 62 ]                      1.     Maintaining integrity and confidence among shareholders and the public;


                            2.     Strengthening the Group’s competitive strategic and operational efficiency to increase long term shareholders’ value;


                            3.     Minimising unexpected adverse impact to earnings and returns to shareholders; and


                            4.     Safeguarding the assets and resources within the Group.


                            Relationship with Auditors


                            The Board, through the establishment of the Audit Committee maintains a formal and transparent arrangement with the Company’s
                            external auditors.


                            OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE KLSE


                            Options, Warrants or Convertible Securities


                            There was a total of 2.7 million options offered to the employees of the Group on 5 February 2002 at an exercise price of RM1.40
                            per ordinary share. For the year ended 31 December 2002, a total of 5,000 options shares were exercised.




                         [ 62 ] SEG INTERNATIONAL BHD
Non-audit Fees
There were no non-audit fees paid to the Company’s external auditors during the financial year.


Material Contracts
Material contracts entered into by the Company and its subsidiary companies which involve directors’ and major shareholders’
interests still subsisting at the end of the financial year ended 31 December 2002 or entered into since the end of the previous
financial year comprise of the following:-


1.     (i)    Tenancy Agreement entered into between Berrington Bay Corporation Sdn Bhd, a subsidiary of the Company and
              Meda Development Sdn Bhd (“MDSB”), on 4 October 2002 for the rental of 3rd and 4th Floor, The Summit, Subang
              USJ1, Subang Jaya, Selangor to be used for providing educational services. The total monthly rental inclusive of
              service charges of RM99,888 are at negotiated rates, taking into account prevailing market terms.


       (ii)   Tenancy Agreement entered into between Premier Media Sdn Bhd, a subsidiary of the Company and MDSB on 4
              October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational
              services. The total monthly rental inclusive of service charges of RM15,965 are at negotiated rates, taking into account
              prevailing market terms.


       (iii) Tenancy Agreement entered into between Summit Multimedia Sdn Bhd, a subsidiary of the Company and MDSB on 4




                                                                                                                                              SEG INTERNATIONAL BHD
              October 2002 for the rental of 3rd Floor, The Summit, Subang USJ1, Subang Jaya, Selangor for providing educational
              services. The total monthly rental inclusive of service charges of RM46,789 are at negotiated rates, taking into account
              prevailing market terms.


       (iv)   Tenancy Agreement entered into between Superior Element Sdn Bhd, a subsidiary of the Company and ZKP Development
              Sdn Bhd (“ZKP”), a subsidiary of Meda Inc. Berhad (“MIB”) on 3 May 2002 for the rental of the Ground Floor, The             [ 63 ]
              Summit Bukit Mertajam Plaza and Level 8 & 9 of Wisma Summit, Bukit Mertajam Plaza for the operation of providing
              educational programmes. The total monthly rental inclusive of service charges of RM22,271 are at negotiated rates,
              taking into account prevailing market terms


Dr Patrick Teoh Seng Foo is also a director of MDSB and has interest in MDSB by virtue of his direct and indirect interests in MIB,
the holding company of MDSB and therefore is deemed interested in the aforesaid contracts. Kee Lian Yong is also a director and
a shareholder of MIB.


2.     i)     Profit Guarantee and Stakeholder’s Agreement dated 12 April 2002 entered between the Company, KEB (“Guarantor”)
              and Amtrustee Berhad (formerly known as Arab-Malaysian Trustee Berhad) (“Stakeholder”), pursuant to the profit
              guarantee given by the Guarantor and the appointment of the Stakeholder in relation to the placement of security
              shares.


       ii)    Settlement Agreement entered into between the Company, KEB and Datin Mah Ming Yuet and Kee Shih-Lene dated
              15 April 2002 in relation to the anticipated shortfall of the guaranteed profits amounting to RM3.25 million in the
              financial year ended 31 December 2001 in accordance with the Profit Guarantee Agreement dated 22 October 1999
              and the Supplemental Agreement dated 17 October 2000.




                                                                                                               SEG INTERNATIONAL BHD [ 63 ]
Corporate Governance Statement
                                   iii)   Second Supplemental Agreement dated 27 February 2003 entered into by the Company, KEB and the Stakeholder
                                          to vary the terms of the Profit Guarantee Agreement dated 22 October 1999 and Supplemental Agreement dated 17
                                          October 2000 to increase the guaranteed aggregate profit before tax by RM2,286,000 and to extend the guaranteed
                                          period to the financial year ending 31 December 2006.


                                   KEB, Datin Mah Ming Yuet and Kee Shih-Lene are substantial shareholders of the Company. Dr Patrick Teoh Seng Foo and
                                   Kee Lian Yong are also directors of KEB.


                            STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS


                            The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state of affairs
                            of the Group and of the Company as at the end of the accounting period and of their profit or loss and cashflows for the period
                            then ended. In preparing the financial statements, the Directors have ensured that applicable approved accounting standards in
                            Malaysia and the provisions of the Companies Act, 1965 have been applied.


                            In preparing the financial statements, the Directors have adopted and consistently applied suitable accounting policies and made
                            reasonable and prudent judgements.


                            The Directors also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of
 SEG INTERNATIONAL BHD




                            the Group and to prevent and detect fraud and other irregularities.




[ 64 ]




                                            “We believe that the market for continuing

                                            education for working adults in Malaysia will

                                            continue to expand, and SEGi is creating a

                                            niche to enjoy a bigger market share.”

                         [ 64 ] SEG INTERNATIONAL BHD
Audit Committee Report
   Membership


   The present membership of the Committee comprises of:


   Amos Siew Boon Yeong          -     Chairman, Independent/Non-Executive Director
   Datin Fadzilah Bte Saad       -     Member, Non-independent/Non-Executive Director
   Simon Hue Fook Chuan          -     Member, Independent/Non-Executive Director


   Terms of reference


   The Audit Committee (“the Committee”) is governed by the terms of reference that was formally endorsed by the Board on 11 May
   2001. The terms of reference is set out in the ensuing pages.


   Meetings


   The Audit Committee convened six (6) meetings for the financial year ended 31 December 2002. The meetings were appropriately
   structured through the use of agendas, which were distributed to members with sufficient notification.


   The Company Secretary was present in all the meetings. Representatives of the external auditors, Messrs KPMG, the Head of




                                                                                                                                                SEG INTERNATIONAL BHD
   Internal Audit and the Financial Controller also attended the meetings upon invitation.



       Name of Directors                       22.2.02        1.4.02       20.5.02           22.8.02     31.10.02         26.11.02


       Amos Siew Boon Yeong                          √           √             √               √             √               √
                                                                                                                                            [ 65 ]
       Simon Hue Fook Chuan                          √           √             √               √             √               √

       Dato’ Shamsir bin Omar
                                                     √           √             √               √            N/A             N/A
       (resigned on 27.8.02)
       Datin Fadzilah Bte Saad
                                                N/A             N/A          N/A              N/A            √               √
       (appointed on 27.8.02)




   Summary of activities during the financial year


   The Audit Committee carried out the following duties in accordance with its terms of reference:
   •        Reviewed the external auditors’ scope of work and audit plans for the year. Prior to the audit, representatives from the
            external auditors presented their audit strategy and plan.
   •        Reviewed with the external auditors the results of the audit, the audit report and the management letter, including
            management’s response.
   •        Considered and recommended to the Board for approval of the audit fees payable to the external auditors as disclosed in
            the notes to the financial statements.
   •        Reviewed the internal audit department’s resource requirements, programmes and plan for the financial year under
            review.




                                                                                                                 SEG INTERNATIONAL BHD [ 65 ]
Audit Committee Report
                            •       Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s response.
                                    Members of the Audit Committee were briefed on pertinent audit issues through the circulation of the Summary of Pertinent
                                    Issues, which forms an integral part of the agenda papers. The Audit Committee also discussed the management actions
                                    taken to improve the system of internal control based on improvement opportunities identified in the internal audit
                                    reports.
                            •       Recommended to the Board improvement opportunities in internal control, procedures and risk management. The committee,
                                    had in September 2001, initiated a comprehensive risk management programme, assisted by the internal audit department
                                    and the external advisors.
                            •       Reviewed the audited financial statements of the Company prior to submission to the Board for their consideration and
                                    approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions
                                    of the Companies Act, 1965 and the applicable approved accounting standards issued by the MASB.
                            •       Reviewed the Company’s compliance in particular the quarterly and year-end financial statements with the Listing
                                    Requirements of the KLSE, MASB and other relevant legal and regulatory requirements.
                            •       Reviewed pertinent issues of the Group which had a significant impact on the results of the Group which included
                                    enhancement and further investment in existing products and services offered, cost rationalisation measures, reorganisation
                                    of business units and human resource development.
                            •       Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s approval.
                                    The review and discussions were conducted with the Financial Controller.
                            •       Reviewed related party transactions entered into by the Group.
 SEG INTERNATIONAL BHD




                            •       Reviewed the extent of the Group’s compliance with the provisions set out under Part 2 Guideline BB of the Malaysian Code
                                    on Corporate Governance for the purpose of preparing the Corporate Governance Statement and Statement on Internal
                                    Control pursuant to the KLSE Listing Requirements. Recommended to the Board action plans to address the identified
                                    gaps between the Group’s existing corporate governance practices and the prescribed corporate governance principles and
                                    best practices under the Code.

[ 66 ]
                            Internal Audit Function


                            The internal audit department is independent of the activities or operations of other operating units. The principal role of
                            the department is to undertake independent regular and systematic reviews of the systems of internal control so as to provide
                            reasonable assurance that such systems continue to operate satisfactorily and effectively. It is the responsibility of the internal
                            audit department to provide the Audit Committee with independent and objective review that reports on the state of internal
                            control of the various operating units within the Group and the extent of compliance with the Group’s established policies and
                            procedures as well as the relevant statutory requirements.


                            TERMS OF REFERENCE OF THE AUDIT COMMITTEE


                            Objectives

                            The objective of the Audit Committee is to review the adequacy and the integrity of the Company’s internal control systems
                            and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and
                            guidelines, as well as:

                            (a)     to oversee the conduct of the Company’s business and to ensure proper management thereof.


                            (b)     to identify principal risks and ensure the implementation of appropriate systems to manage such risks.


                         [ 66 ] SEG INTERNATIONAL BHD
Composition


The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of
Directors) and the appointment must fulfil the following requirements:


(a)    the audit committee must be composed of no fewer than 3 members;


(b)    a majority of the audit committee must be independent directors; and


(c)    at least one member of the audit committee:


       i)   must be a member of the Malaysian Institute of Accountants; or
       ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience
            and - he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or -
            he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants
            Act, 1967.


The Company must ensure that no alternate director is appointed as a member of the Audit Committee.




                                                                                                                                             SEG INTERNATIONAL BHD
The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent director.


In the event of any vacancy in the Audit Committee resulting in the non-compliance of item (a) to (c) above, the vacancy must
be filled within 3 months of that event.


The Board of Directors must review the term of office and performance of the Audit Committee and each of its members at least            [ 67 ]
once every 3 years to determine whether the Audit Committee and its members have carried out their duties in accordance with
the terms of reference.




                                                                                                              SEG INTERNATIONAL BHD [ 67 ]
Audit Committee Report
                            Functions


                            The functions of the Audit Committee are as follows:


                            a)     review the following and report the same to the Board of Directors:


                                   i)        with the external auditors, the audit plan;
                                   ii)       with the external auditors, their evaluation of the system of internal controls;
                                   iii)      with the external auditors, their audit report;
                                   iv)       the assistance given by the Company’s employees to the external auditors;
                                   v)        the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary
                                             authority to carry out its work;
                                   vi)       the internal audit programme, process, the results of the internal audit programme, processes or investigation
                                             undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
                                   vii)      the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing
                                             particularly on:
                                             •     changes in or implementation of major accounting policies;
                                             •     significant and unusual events; and
                                             •     compliance with accounting standards and legal requirements;
 SEG INTERNATIONAL BHD




                                   viii) any related party transaction and conflict of interest situation that may arise within the Company or Group including
                                             any transaction, procedure or course of conduct that raises questions of management integrity;
                                   ix)       any letter of resignation from the external auditors of the Company; and
                                   x)        whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for
                                             re-appointment; and
[ 68 ]
                            b)     recommend the nomination of a person or persons as external auditors.


                            Rights of the Audit Committee


                            The Audit Committee shall, wherever necessary and reasonable for the Company to perform all of its duties, in accordance with a
                            procedure to be determined by the Board of Directors and at the cost of the Company:


                            (a)          have authority to investigate any matter within its terms of reference;
                            (b)          have the resources which are required to perform its duties;
                            (c)          have full and unrestricted access to any information pertaining to the Company;
                            (d)          have direct communication channels with the external auditors and person(s) carrying out the internal audit function
                                         or activity (if any);
                            (e)          be able to obtain independent professional or other advice; and
                            (f)          be able to convene meetings with the external auditors, excluding the attendance of the executive members of the
                                         Company, whenever deemed necessary.




                         [ 68 ] SEG INTERNATIONAL BHD
Meetings



The Audit Committee shall meet at least 4 times with authority to conduct such additional meetings as the Chairman shall decide
in order to fulfil its duties. However, at least once a year the Audit Committee shall meet with the external auditors without
executive Board members present.


In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any committee member, the Company’s
Chief Executive, or the internal or external auditors.


The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and shall be responsible,
in consultation with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to
committee members prior to each meeting.


The Secretary shall also be responsible for keeping the minutes of the Audit Committee, and circulating them to committee members
and to the other members of the Board of Directors.


A quorum shall consist of a majority of independent directors.




                                                                                                                                           SEG INTERNATIONAL BHD
When invited by the Audit Committee, the Company must ensure that the invited directors and employees attend any particular
audit committee meeting as specified by the committee.




                                                                                                                                       [ 69 ]




                                                                                                            SEG INTERNATIONAL BHD [ 69 ]
Statement on Internal Control
                            Paragraph 15.27(b) of the Listing Requirements of the Kuala Lumpur Stock Exchange requires the Board of a listed issuer to include
                            in its annual report a “statement about the state of internal control of the listed issuer as a group”. The Board of SEGi recognises
                            its responsibility to ensure that an effective system of internal control, covering its financial and operating activities, is effectively
                            maintained to safeguard the shareholders’ investments and the Group’s assets. Towards this end, the Board is pleased to provide
                            the following statement with respect to the state, nature and scope of the internal control of the Group during the year.


                            Board responsibilities

                            The Board is ultimately responsible for the Group’s system of internal control and in this respect, has effected several aspects
                            of internal control covering financial and operational controls, compliance controls as well as risk management. In addition to
                            setting the control environment for the organisation, the Board also reviews the adequacy and integrity of the aforesaid system.
                            Notwithstanding this, due to the inherent limitations of any system of internal control, it must be emphasised that the system
                            of internal control is designed to manage, rather than to eliminate the risks of any failure to achieve the corporate objectives of
                            the Group. The system of internal control therefore only provides reasonable assurance, rather than absolute assurance, against
                            material misstatement or loss.


                            The Board confirms that there is an underlying and ongoing process to identify, evaluate and mitigate significant risks faced by
                            the Group. To this end, the Board has engaged the assistance of professional advisors to develop and train in-house personnel on
                            Enterprise Risk Management with the view of developing the risk profile of the Group.
 SEG INTERNATIONAL BHD




                            Enterprise Risk Management Framework

                            The Board with the assistance of the Internal Audit Department and professional advisors, have reviewed the existing risk management
                            process of an identified business entity within the Group with the aim of formalising the risk framework and profile. The Board
                            confirms that this will be an on-going process throughout the year with the aim of creating awareness among management and
[ 70 ]                      supervisory staff in identifying and evaluating the risks associated with all the business entities within the Group.


                            The formalisation of the Enterprise Risk Management framework includes the following:
                            •       Workshop and interviews as well as risk awareness briefings were conducted with directors and operation managers/executives
                                    from a major business entity of the Group. A database of all risks and controls has been created and assessed. A register
                                    of risks has also been compiled to document its risk profile.
                            •       The nomination of key personnel from each business entity of the Group to implement action plans in addressing risk and
                                    control issues.
                            •       The endorsement by the Board of the consolidated risk profile and the action plans of the Group after the review and
                                    recommendation from the Audit Committee. The Board wishes to highlight that a Group-wide risk assessment exercise will
                                    be carried out to formalise a consolidated risk profile for the Group in the next financial year through internal workshops
                                    which are similar to those conducted by professional advisors earlier.
                            •       The internal audit department reports to the Audit Committee every quarterly with regards to the adequacy and integrity
                                    of the Group’s system of internal control and measures taken by management to address all significant risk and control
                                    issues. The process of identifying, evaluating and mitigating risks are embodied in the Risk Management Policy that was
                                    formally endorsed by the Board on 10 October 2001.




                         [ 70 ] SEG INTERNATIONAL BHD
Internal Audit Function



In accordance to the Code, Part 2-Best Practice Provision BB VII &VIII, the Board has established an internal audit function,
which is independent of its operation with adequate staff to provide constant review regarding the adequacy and integrity of its
system of internal control.


The internal audit function adopts a risk-based audit approach in the review of the internal control activities of the respective
business entities of the Group. This is reported to the Audit Committee on a quarterly basis. In this respect, the internal audit
function reviews the Group’s activities based on an approved audit plan presented to the Audit Committee. The audit plan is
developed based on the risk profile of the business entities of the Group in accordance to the risk policy as approved by the Board.
The Audit Committee reviews the risk monitoring and compliance procedures to ensure that they obtain the necessary level of
assurance with respect to the adequacy of the internal controls as required by the Board. The Audit Committee presents its findings
to the Board accordingly.




                                                                                                                                             SEG INTERNATIONAL BHD
                                                                                                                                         [ 71 ]




                                                                                                              SEG INTERNATIONAL BHD [ 71 ]
Financial Highlights 2002
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 SEG INTERNATIONAL BHD




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[ 72 ]
                         SHAREHOLDERS’




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Financial Statements
for the year ended
31 December 2002
Directors’ report for the year ended 31 December 2002
                         The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
                         the year ended 31 December 2002.


                         Principal activities


                         The principal activities of the Company comprise investment holding and the provision of management consultancy services and
                         business advisory services. The principal activities of its subsidiary companies are described in Note 27 to the financial statements.
                         There has been no significant change in the nature of the activities of the Company and its subsidiaries during the financial year.


                         Results
                                                                                                                            Group         Company
                                                                                                                           RM’000          RM’000
                         Net profit for the year                                                                            5,104           3,775
                                                                                                                            ====            ====
                         Reserves and provisions


                         There were no material transfers to or from reserves and provisions during the year except as disclosed in the financial
                         statements.


                         Dividends
 SEG INTERNATIONAL BHD




                         Since the end of the previous financial year, the Company made the payment of a first and final dividend of 6 sen per share less tax
                         at 28% totalling RM3,418,319 in respect of the year ended 31 December 2001 on 30 July 2002.


                         The Directors recommend the payment of a final dividend of 7 sen per share less tax at 28% totalling RM3,988,291 in respect of the
                         year ended 31 December 2002 based on the issued and paid-up capital of 79,132,755 ordinary shares of RM1.00 each.


                         Directors of the Company
[ 74 ]

                         Directors who served since the date of the last report are:


                                   Director                                                                Alternate
                         Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub                         Hj. Mohd Razi bin Yaacob
                         Dr Patrick Teoh Seng Foo
                         Clement Hii Chii Kok @ Hii Chee Kok
                         Kee Lian Yong
                         Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas              Kee E-Lene (resigned on 10.5.2002)
                         Amos Siew Boon Yeong
                         Simon Hue Fook Chuan
                         Dato’ Pahamin A. Rajab (appointed on 27.8.2002)
                         Datin Fadzilah bte Saad (appointed on 27.8.2002)
                         Tan Sri Dato’ (Dr) Abdullah bin Mohd Salleh (resigned on 27.8.2002)
                         Dato’ Shamsir bin Omar (resigned on 27.8.2002)
The Directors holding office at the end of the financial year who had beneficial interest in the ordinary shares of the Company and
of its related corporations during the financial year ended 31 December 2002, as recorded in the Register of Directors’ Shareholdings
kept by the Company under Section 134 of the Companies Act, 1965, are as follows:


                                                                   Number of ordinary shares of RM1.00 each
                                                      Balance at
                                                      1.1.2002/                                                Balance at
 Name                                           Date of appointment        Bought              Sold            31.12.2002
Direct interest:
Senator Tan Sri Dato’ Seri
    (Dr) Abdullah bin Ayub                              11,200                -                  -                11,200
Clement Hii Chii Kok @ Hii Chee Kok                    556,000             50,000                -               606,000
Dato’ Seri Megat Najmuddin
    bin Datuk Seri Dr Haji Megat Khas                  101,297                -              101,000               297


Indirect interest:
Senator Tan Sri Dato’ Seri
    (Dr) Abdullah bin Ayub                            19,337,478              -               50,000           19,287,478+
Dr Patrick Teoh Seng Foo                              24,755,025              -                  -             24,755,025#
Hj. Mohd Razi bin Yaacob                              15,276,865              -               50,000           15,226,865^
Dato’ Pahamin A. Rajab                                15,226,865              -                  -             15,226,865^
Datin Fadzilah bte Saad                               15,226,865              -                  -             15,226,865^




                                                                                                                                         SEG INTERNATIONAL BHD
#Deemed interest held through Kumpulan Emas Berhad
+Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad and Ladang MOCCIS Sdn. Bhd.
^Deemed interest held through Koperasi Pegawai-Pegawai Melayu Malaysia Berhad


By virtue of their interests in the shares of the Company, the above Directors are also deemed to have interests in the shares of all
                                                                                                                                        [ 75 ]
its subsidiaries to the extent the Company has an interest.


None of the other Directors holding office at 31 December 2002 had any interest in the ordinary shares of the Company and of its
related corporations during the year.


Directors’ benefits


Dr Patrick Teoh Seng Foo has interest in companies which traded with certain companies in the Group in the ordinary course of
business either as landlord of office space or provider of services.


Other than the above, since the end of the previous financial year, no Director of the Company has received or become entitled
to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by
Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related companies/
corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the
Director is a member, or with a company in which the Director has a substantial financial interest.


There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than
as stated in this report.
Directors’ report for the year ended 31 December 2002                                                                                      (Continued)
                         Issue of shares


                         During the financial year, the Company issued 5,000 new ordinary shares of RM1.00 each under the Employees’ Share Option Scheme
                         (“ESOS”), at the option price of RM1.40 per share.


                         Options granted over unissued shares and debentures


                         No options were granted to any person to take up unissued shares or debentures of the Company during the year apart from the
                         issue of options pursuant to the Employees Shares Option Scheme (“ESOS”).


                         At an extraordinary general meeting held on 15 November 2001, the Company’s shareholders approved the establishment of an
                         ESOS of not more than 10% of the issued share capital of the Company at any one time at the point of granting of the options to
                         Executive Directors and eligible employees of the Group.


                         The options offered and the option price are as follows:


                                                                Number of options over ordinary shares of RM1 each
                                           Date of           Option           Balance at                                               Balance at
                                            offer             price            1.1.2002           Granted            Exercised        31.12.2002


                                           5.2.2002          RM1.40                 -             2,718,000            5,000           2,713,000
 SEG INTERNATIONAL BHD




                         The external auditors have verified the allocation of options granted during the financial year.


                         The salient features of the scheme are as follows:


                         i)     Eligible persons are full time employees or any Executive Directors who are citizens or residents of Malaysia and employed
                                by a member of the Company or its subsidiaries (“SEG Group”) for a continuous period of at least one (1) year and whose
[ 76 ]
                                service of employment has been confirmed in writing as at the date of offer. In addition, where an employee is serving under
                                a fixed term of employment contract, the contract must be for a duration of at least three (3) years and whose service of
                                employment has been confirmed in writing.


                         ii)    As at the date of offer, employees must not participate or have not been offered options(s) under any other ESOS implemented
                                by any other member of the SEG Group which is in force for the time being.


                         iii)   The option is personal to the grantee and is non-assignable.


                         iv)    The options granted may be exercised at any time within a period of five years from the date of offer of the option or such
                                shorter period as may be specifically stated in the offer upon giving notice in writing.


                         v)     The options granted may be exercised in full or in lesser number of ordinary shares provided that the number shall be in
                                multiples of 1,000 shares.


                         iv)    The option price shall be determined at a discount of not more than 10% from the five (5)-day weighted average market
                                price of the Company’s ordinary shares (“SEG Shares”) immediately preceding the date of the offer of the option or at par
                                value of SEG Shares, whichever is higher.
Other statutory information


Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain
that:

i)      all known bad debts have been written off and adequate provision made for doubtful debts, and

ii)     all current assets have been stated at the lower of cost and net realisable value.


At the date of this report, the Directors are not aware of any circumstances:

i)      that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group
        and in the Company inadequate to any substantial extent, or

ii)     that would render the value attributed to the current assets in the Group and in the Company financial statements misleading,
        or

iii)    which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
        Company misleading or inappropriate, or

iv)     not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
        statements of the Group and of the Company misleading.


At the date of this report there does not exist:

i)      any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures




                                                                                                                                            SEG INTERNATIONAL BHD
        the liabilities of any other person, or

ii)     any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.


No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially
affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
                                                                                                                                           [ 77 ]

In the opinion of the Directors, except as disclosed in the financial statements, the results of the operations of the Group and of the
Company for the financial year ended 31 December 2002 have not been substantially affected by any item, transaction or event of
a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial
year and the date of this report.


Auditors


The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.


Signed in accordance with a resolution of the Directors:




Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub




Clement Hii Chii Kok @ Hii Chee Kok


Subang Jaya, Selangor

Date: 25 April 2003
Statement by Directors pursuant to
Section 169(15) of the Companies Act, 1965
                           In the opinion of the Directors, the financial statements set out on pages 80 to 112, are drawn up in accordance with applicable
                           approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company
                           at 31 December 2002 and of the results of their operations and cash flows for the year ended on that date.


                           Signed in accordance with a resolution of the Directors:




                           Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub




                           Clement Hii Chii Kok @ Hii Chee Kok




                           Subang Jaya, Selangor


                           Date: 25 April 2003
 SEG INTERNATIONAL BHD




                         Statutory Declaration pursuant to Section 169(16) of the Companies Act, 1965
[ 78 ]
                           I, Kee Lian Yong, the Director primarily responsible for the financial management of SEG International Bhd., do solemnly and sincerely
                           declare that the financial statements set out on pages 80 to 112 are, to the best of my knowledge and belief, correct and I make
                           this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations
                           Act, 1960.




                           Subscribed and solemnly declared by the abovenamed in Subang Jaya, Selangor on 25 April 2003.




                           Kee Lian Yong



                           Before me:        Choy Yee Cheong (P.P.N.) No.B083
                                             Commissioner for Oaths
Report of the auditors to the members of SEG International Bhd.
We have audited the financial statements set out on pages 80 to112. The preparation of the financial statements is the responsibility
of the Company’s Directors. Our responsibility is to express an opinion on the financial statements based on our audit.


We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and
perform the audit to obtain all the information and explanations which we consider necessary to provide us with evidence to give
reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence relevant to the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting
principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of
information in the financial statements. We believe our audit provides a reasonable basis for our opinion.


In our opinion:


(a)       the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable
          approved accounting standards in Malaysia so as to give a true and fair view of:


          i)    the state of affairs of the Group and of the Company at 31 December 2002 and the results of their operations and cash
                flows for the year ended on that date; and


          ii)   the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the
                Group and of the Company; and


(b)       the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and the




                                                                                                                                          SEG INTERNATIONAL BHD
          subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.


The subsidiaries in respect of which we have not acted as auditors are identified in Note 27 to the financial statements and we have
considered their financial statements and the auditors’ reports thereon.


We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements
                                                                                                                                         [ 79 ]
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we
have received satisfactory information and explanations required by us for those purposes.


The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any
comment made under subsection (3) of Section 174 of the Act.


KPMG
Firm Number: AF 0758
Chartered Accountants



Hew Lee Lam Sang
Partner
Approval Number: 1862/10/03(J)


Kuala Lumpur,

Date: 25 April 2003
Balance sheets at 31 December 2002
                                                                                                               Group                       Company
                                                                                        Note        2002                2001        2002          2001
                                                                                                   RM’000              RM’000      RM’000       RM’000


                         Property, plant and equipment                                    2        112,552             108,872      35,447        35,451
                         Investment in subsidiaries                                       3                -                   -     71,820      71,645
                         Investment in associates                                         4          3,587               3,600             -              -
                         Other investments                                                5          7,013                  57       4,000                -
                         Intangible assets                                                6         32,546              34,831             -              -
                                                                                                 _______           _______         _______     _______
                                                                                                   155,698             147,360      111,267     107,096
                         Current assets


                         Inventories                                                      7            236                 302             -              -
                         Trade and other receivables                                      8         34,210              15,383       37,663      10,921
                         Cash and cash equivalents                                        9         20,691               5,785       9,304             576
                                                                                                    55,137              21,470      46,967           11,497
                         Current liabilities


                         Other payables                                                  10         17,902              15,171       2,309           3,083
                         Borrowings                                                      11          7,767               9,318         117             108
 SEG INTERNATIONAL BHD




                         Taxation                                                                    5,247               4,212         247             317
                                                                                                    30,916              28,701        2,673          3,508


                         Net current assets /(liabilities)                                          24,221              (7,231)     44,294           7,989
                                                                                                 _______           _______         _______     _______
                                                                                                   179,919             140,129      155,561      115,085
                                                                                                 ======            ======          ======      ======
[ 80 ]
                         Financed by:


                         Capital and reserves
                         Share capital                                                   12         79,133              79,128       79,133       79,128
                         Reserves                                                        13         41,433              39,745      35,488           35,129
                                                                                                ________          ________         _______     _______
                                                                                                   120,566             118,873      114,621      114,257
                         Minority shareholders’ interests                                14          3,152               1,087             -              -


                         Long term and deferred liabilities


                         Borrowings                                                      11         54,048              19,075      40,329             380
                         Deferred taxation                                                           2,153               1,094         611             448
                                                                                                    56,201              20,169      40,940             828
                                                                                                 _______           _______         _______     _______
                                                                                                   179,919             140,129      155,561      115,085
                                                                                                 ======            ======          ======      ======


                         The financial statements were approved and authorised for issue by the Board of Directors on 25 April 2003.



                         The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial
                         statements.
Income statements for the year ended 31 December 2002
                                                            Group                             Company
                                          Note     2002               2001            2002                2001
                                                 RM’000             RM’000         RM’000               RM’000


Revenue - services                                80,580             55,910           5,109               4,842
Cost of services                                 (26,274)           (23,472)        (1,889)             (2,251)
                                                 ______             ______          _____                _____

Gross profit                                      54,306             32,438          3,220                2,591
Distribution costs                                (3,254)            (4,128)          (328)               (223)
Administration expenses                          (27,792)           (11,990)        (2,149)              (1,792)
Other operating expenses                         (10,162)           (10,789)        (1,965)             (1,505)
Other operating income
- Exceptional item                         15           -             3,250               -                   -
- Others                                           3,086              4,018          6,604                6,568
                                                 ______             ______          _____                _____

Operating profit                           16     16,184             12,799          5,382                5,639
Financing costs                            18     (3,507)            (1,732)          (191)                (43)
Interest income                                       82                118            782                  283
Share of loss of associate                           (13)               (18)              -                   -
                                                 ______             ______         ______               ______
Profit before tax                                 12,746             11,167          5,973                5,879




                                                                                                                           SEG INTERNATIONAL BHD
Tax expense                                19     (6,026)            (3,297)        (2,198)              (1,701)
                                                 ______             ______         ______               ______
Profit after taxation                              6,720              7,870           3,775               4,178
Less: Minority interests                          (1,616)             (649)               -                   -
                                                 ______             ______         ______               ______
Net profit for the year                            5,104              7,221           3,775               4,178
                                                 =====              =====           =====               =====             [ 81 ]

Basic earnings per ordinary share (sen)   20        6.45               9.46
                                                 =====              =====
Dividends per ordinary share – (sen)       21          7                  6
                                                 =====              =====




The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial
statements.
Statement of changes in equity for the year
ended 31 December 2002
                                                                                                       Non-
                                                                                                    Distributable         Distributable
                                                                              Share           Share         Revaluation     Retained
                                                                  Note       capital        premium           reserve        profits       Total
                         Group                                               RM’000          RM’000           RM’000        RM’000        RM’000


                         At 1 January 2001                                   19,000            543             2,992         12,446       34,981
                         Net profit for the year                                -               -                   -        7,221         7,221
                         Bonus issue                                          7,600           (543)                 -        (7,057)         -
                         Issue of shares for acquisitions                    52,528          24,827                 -           -          77,355
                         Transfer from revaluation
                         reserves                                               -               -               58            (58)           -
                         Dividend - 2000 second interim            21           -               -                   -        (684)         (684)
                                                                             ______          ______           ______        ______        _______
                         At 31 December 2001                                  79,128         24,827            3,050         11,868       118,873
                         Net profit for the year                                -               -                   -        5,104         5,104
                         Issue of shares under ESOS                             5               2                   -           -            7
                         Dividend                                  21           -               -                   -        (3,418)      (3,418)
                                                                             ______          ______           ______        ______        _______
                         At 31 December 2002                                  79,133         24,829            3,050         13,554       120,566
                                                                             =====           =====            =====         =====         ======
 SEG INTERNATIONAL BHD




                                                                             Note 12


                                                                                                       Non-
                                                                                                    Distributable         Distributable
                                                                              Share           Share         Revaluation     Retained
                                                                  Note       capital        premium           reserve        profits       Total
                         Company                                             RM’000          RM’000           RM’000        RM’000        RM’000
[ 82 ]

                         At 1 January 2001                                   19,000            543             2,555         11,310       33,408
                         Net profit for the year                                -               -                   -        4,178         4,178
                         Bonus issue                                          7,600           (543)                 -        (7,057)         -
                         Issue of shares for acquisitions                    52,528          24,827                 -           -          77,355
                         Transfer from revaluation
                         reserves                                               -               -               58            (58)           -
                         Dividend - 2000 second interim            21           -               -                   -         (684)        (684)


                                                                             ______          ______           ______        ______        _______
                         At 31 December 2001                                  79,128         24,827            2,613         7,689        114,257
                         Net profit for the year                                -               -                   -        3,775         3,775
                         Issue of shares under ESOS                             5               2                   -           -            7
                         Dividend - 2001 final                     21           -               -                   -        (3,418)      (3,418)
                                                                             ______          ______           ______        ______        _______
                         At 31 December 2002                                  79,133         24,829            2,613         8,046        114,621
                                                                             =====           =====            =====         =====         ======
                                                                             Note 12




                         The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial
                         statements.
Cash flow statements for the year ended 31 December 2002
                                                                       Group                    Company
                                                              2002               2001       2002           2001
                                                            RM’000             RM’000     RM’000      RM’000
Cash flows from operating activities


Profit before taxation and extraordinary item                12,746             11,167      5,973          5,879
Adjustments for:
   Amortisation of preliminary and pre-operating expenses          -                 2           -              -
   Amortisation of goodwill                                   1,284              1,220           -              -
   Amortisation of development costs                            980                  -           -              -
   Bad debts written off                                           -                33           -            15
   Bad debts written back                                          -              (43)           -              -
   Depreciation                                               5,121              4,601        894            802
   Dividend income                                               (2)                (2)    (6,329)        (6,380)
   Interest expense                                           3,507              1,732        191             43
   Interest income                                              (82)              (118)     (782)          (283)
   Gain on sale of investment                                      -             (107)           -              -
   Gain on disposal of property, plant and equipment            (76)              (72)           -              -
   Property, plant and equipment written off                    333                  3        103               -
   Share of partnership loss                                     16                 11           -              -
   Share of loss in associate                                    13                 18           -              -
   Development costs written off                                 40                  -           -              -




                                                                                                                     SEG INTERNATIONAL BHD
                                                            ______             ______     ______      ______
Operating profit before working capital changes              23,880             18,445         50             76
(Increase)/Decrease in working capital:
   Inventories                                                   66                (21)          -              -
   Trade and other receivables                              (20,535)            (3,156)   (21,236)        (6,493)
   Other payables                                             2,735            (11,168)     (723)          2,090
                                                                                                                    [ 83 ]
                                                            ______             ______     ______      ______
Cash generated from/(used in) operations                      6,146              4,100    (21,909)        (4,327)


Income taxes paid                                            (4,199)            (1,745)      (333)          (112)
Interest paid                                                (3,507)            (1,732)      (191)           (43)
Interest received (operating only)                              82                118        782         283
                                                            ______             ______     ______      ______
Net cash (used in)/generated from operating activities       (1,478)               741    (21,651)     (4,199)
                                                            -------            -------    -------     -------
Cash flow statements for the year
ended 31 December 2002 (continued)
                                                                                                      Group                          Company
                                                                                                  2002           2001           2002             2001
                                                                                      Note      RM’000        RM’000         RM’000            RM’000
                         Cash flows from investing activities
                            Acquisition of subsidiaries, net of cash acquired                          -        (3,482)                -             -
                            Dividends received                                                         -              -                -         4,594
                            Corporate exercise expenses                                                -        (1,437)                -        (1,437)
                            Proceeds from sale of subsidiary                                           -           187                 -             -
                            Proceeds from disposal of property, plant and equipment                 319            239                 -            84
                            Purchase of property, plant and equipment                  (i)       (8,226)       (14,734)         (843)          (1,004)
                            Purchase of subsidiaries                                                   -              -         (175)              (16)
                            Development expenditure incurred                                        (19)        (1,259)                -             -
                                                                                                ______         ______        ______            ______
                            Net cash (used in)/ generated from investing activities              (7,926)      (20,486)         (1,018)           2,221
                                                                                                -------        -------        -------          -------
                         Cash flows from financing activities
                            Dividend paid                                                        (3,418)         (684)         (3,418)           (684)
                            Payment of finance lease/hire purchase liabilities                   (1,262)        (1,036)         (192)            (122)
                            Repayment of term loans                                              (4,962)        (4,534)                -             -
                            Increase in deposits pledged                                             (6)            (6)                -             -
                            Proceeds from term loans                                             38,144         17,912        35,000                 -
 SEG INTERNATIONAL BHD




                            Proceeds from issuance of shares                                        457               -               7              -

                            Net cash generated from/(used in)                                   ______         ______        ______            ______
                            financing activities                                                 28,953         11,652         31,397            (806)
                                                                                                -------        -------        -------          -------
                         Net increase /(decrease) in cash and cash equivalents                   19,549        (8,093)          8,728          (2,784)


[ 84 ]                   Cash and cash equivalents at beginning of year                          (1,598)         6,495               576         3,360
                                                                                                ______         ______        ______            ______
                         Cash and cash equivalents at end of year                     (ii)       17,951         (1,598)         9,304              576
                                                                                                =====          =====          =====            =====


                         (i) Purchase of property, plant and equipment


                            During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM9,377,000
                            (2001 - RM29,605,000) and RM993,000 (2001 - RM14,542,000), respectively, of which RM1,151,000 (2001 - RM675,000) and
                            RM150,000 (2001 - RM1,871,000), respectively, were acquired by means of finance leases/hire purchases.
ii) Cash and cash equivalents


   Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
                                                                                  Group                    Company
                                                                         2002               2001       2002          2001
                                                                       RM’000             RM’000     RM’000       RM’000


   Cash and bank balances                                                4,991              4,718      1,290           576
   Deposits with licensed banks                                         15,700              1,067      8,014             -
   Bank overdrafts                                                      (2,565)            (7,214)         -             -
                                                                       ______              _____      _____          _____
                                                                        18,126             (1,429)     9,304           576
   Fixed deposits pledged to banks                                        (175)             (169)          -             -
                                                                       ______              _____      _____          _____
                                                                         17,951           (1,598)      9,304           576
                                                                       =====              =====      =====        =====




                                                                                                                              SEG INTERNATIONAL BHD
                                                                                                                             [ 85 ]




The notes set out on pages 86 to 112 form an integral part of, and, should be read in conjunction with, these financial
statements.
Notes to the financial statements
                         1. Summary of significant accounting policies

                            The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in previous
                            years except for the adoption of the following:


                            (i)     MASB 19, Events After Balance Sheet Date (Note 29) whereby the comparative figures have been restated to reflect the
                                    impact of the non-recognition of dividends proposed after the balance sheet date.

                            (ii)    MASB 20, Provisions, Contingent Liabilities and Contingent Assets is applied retrospectively. There is no material impact
                                    on the financial statements;

                            (iii)   MASB 23, Impairment of Assets which is applied prospectively. The restatement of comparative figures and prior year
                                    adjustment are therefore not presented; and

                            (iv)    MASB 24, Financial Instruments: Disclosure and Presentation which has been adopted prospectively.

                            (a)     Basis of accounting

                                    The financial statements of the Group and of the Company are prepared in compliance with applicable approved accounting
                                    standards in Malaysia.

                            (b)     Basis of consolidation
 SEG INTERNATIONAL BHD




                                    Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the power, directly
                                    or indirectly to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities.
                                    The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
                                    effectively commences until the date that control effectively ceases. Subsidiaries are consolidated using the acquisition
                                    method of accounting.


[ 86 ]
                                    Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of during the year are included
                                    from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’
                                    net assets are determined and these values are reflected in the Group financial statements. The difference between the
                                    acquisition cost and the fair values of the subsidiaries’ net assets is reflected as goodwill or reserve on consolidation as
                                    appropriate.

                                    Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses
                                    resulting from intragroup transactions are also eliminated unless cost cannot be recovered.

                            (c)     Associates

                                    Associates are those enterprises in which the Group has significant influence, but not control, over the financial and
                                    operating policies.

                                    The consolidated financial statements include the total recognised gains and losses of associates on an equity accounted
                                    basis from the date that significant influence effectively commences until the date that significant influence effectively
                                    ceases.

                                    Unrealised profits arising on transactions between the Group and its associates which are included in the carrying amount
                                    of the related assets and liabilities are eliminated partially to the extent of the Group’s interests in the associates. Unrealised
                                    losses on such transactions are also eliminated partially unless cost cannot be recovered.

                                    Goodwill on acquisition is calculated based on the fair value of net assets acquired.
(d)   Property, plant and equipment

      i) Owned assets

          Property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and accumulated
          impairment losses.

          It is the Group’s policy to state property, plant and equipment at cost.

          Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value
          and net realisable value.

      ii) Leased assets

          Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.
          Assets acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present
          value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment
          losses.

          In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the
          lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.

      iii) Assets under hire purchase




                                                                                                                                           SEG INTERNATIONAL BHD
          Property, plant and equipment financed by hire purchase agreements are capitalized at cost. The interest element of
          the hire purchase instalments is charged to income statement over the period of the agreement and accounted for on
          a straight line method.

(e)   Impairment

                                                                                                                                          [ 87 ]
      The carrying amount of the Group’s assets, other than inventories and financial assets (other than investments in subsidiaries,
      associates and joint ventures), are reviewed at each balance sheet date to determine whether there is any indication of
      impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised
      whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount.
      Impairment losses are recognised in the income statement, unless the asset is carried at a revalued amount, in which case
      the impairment loss is charged to equity.

      The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing value in use, estimated
      future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
      of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash
      inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

      An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an
      exceptional nature that is not expected to recur and subsequent external events have occurred that reverse the effect of
      that event.

      In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine
      the recoverable amount.

      An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
      that would have determined, net of depreciation or amortisation, if no impairment loss has been recognised. The reversal
      is recognised in the income statement, unless it reverses an impairment loss on a revalued asset, in which case it is taken
      to equity.
Notes to the financial statements
                         (f)   Depreciation

                               Freehold land and leasehold buildings under construction are not amortised. Leasehold land is amortised in equal instalments
                               over the period of the respective leases which range from sixty to ninety-nine years while buildings are depreciated on
                               a straight line basis over the shorter of 50 years or the lease period. Other fixed assets are depreciated on a straight-line
                               basis to write off the cost of the assets over the term of their estimated useful lives.

                               The principal annual rates of depreciation used are as follows:

                               Computer hardware and software                                 20% - 25%
                               Motor vehicles                                                        20%
                               Plant and equipment                                            10% - 25%
                               Furniture, fittings and office equipment                     10% - 33.33%
                               Library books and manual                                     10% - 33.33%

                               Capital work in progress is not depreciated until it is completed and in use in the operation.

                         (g)   Investments

                               Long term investments are stated at cost. An allowance is made when the Directors are of the view that there is a diminution
                               in their value which is other than temporary.

                         (h)   Intangible assets
 SEG INTERNATIONAL BHD




                               Goodwill

                               Goodwill represents the excess of the cost of acquisition over the fair values of the net identifiable assets acquired and is
                               stated at cost less accumulated amortisation and accumulated impairment losses.

                               Goodwill is amortised from the date of initial recognition over its estimated useful life of not more than 25 years.
[ 88 ]

                               In respect of associates entities, the carrying amount of goodwill is included in the carrying amount of the investment in
                               the associate.

                               Development expenditure

                               Development expenditure consists of direct costs net of income of trial courses to develop new curriculum to be submitted
                               to the Ministry of Education and Lembaga Akreditasi Negara for approval and direct cost related to the development of
                               educational courses.

                               The development expenditure relating to approved courses is amortised over the shorter of the period in which the related
                               benefits are to be realised or 5 years.

                         (i)   Inventories

                               Inventories are valued at the lower of cost and net realisable value and are determined on a first-in-first-out basis.

                         (j)   Trade and other receivables

                               Trade and other receivables are stated at cost less allowance for doubtful debts.
(k)   Cash and cash equivalents

      Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which
      have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are
      presented net of bank overdrafts and pledged deposits.

(l)   Liabilities

      Borrowings and other payables are stated at cost.

(m)   Taxation

      The tax expense in the income statement represents taxation at current tax rates based on profit earned during the
      year.

      Deferred taxation is provided on the liability method for all timing differences except where no liability is expected to arise
      in the foreseeable future and there are no indications the timing differences will reverse thereafter. Deferred tax benefits
      are only recognised where there is a reasonable expectation of realisation in the near future.

(n)   Revenue

      Goods sold and services rendered




                                                                                                                                         SEG INTERNATIONAL BHD
      The revenue of the Group comprises tuition, lecture and examination fees received, sales of books, manuals and other
      training materials and accessories and rental.

      The revenue of the Company comprises management fees and rental.

      Revenue from course fee is recognised over the period of the course.

                                                                                                                                        [ 89 ]
(o)   Dividend income

      Dividend income is recognised when the right to receive payment is established.

(p)   Interest income

      Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset.

(q)   Expenses

      i) Operating lease payments

      Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of
      the lease.

      ii) Financing costs

      All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest component
      of finance lease payments is recognised in the income statement so as to give a constant periodic rate of interest on the
      outstanding liability at the end of each accounting period.
Notes to the financial statements
                         2. Property, plant and equipment
                                                                   Apartments,                                         Furniture,
                                                       Freehold     leasehold     Computer                              fittings     Library    Capital
                         Group                         land and     land and     software and   Motor      Plant and   and office   books and   work-in-
                                                       buildings    buildings     hardware      vehicles   equipment   equipment    manuals     progress    Total
                         Cost/Valuation                 RM’000      RM’000         RM’000       RM’000      RM’000      RM’000      RM’000      RM’000     RM’000


                         Opening balance                 17,594      37,258         9,312         1,475      2,240      23,657        2,155     35,649     129,340
                         Additions                       2,000            -         1,343          747            6      4,897          185        199       9,377
                         Disposals                            -           -          (34)         (243)         (9)       (228)         (6)          -       (520)
                         Write off                            -           -          (23)         (137)           -       (840)        (63)          -      (1,063)
                         Transfer                             -          53             -             -           -           -           -       (53)              -
                                                       _______________________________________________________________________________ ________
                         Closing balance                19,594       37,311        10,598        1,842        2,237     27,486        2,271     35,795     137,134
                                                       ===================================================================== =======
                         Representing items at:
                         Cost                            5,893       37,181        10,598        1,842        2,237     27,486        2,271     35,795     123,303
                         Directors’ valuation - 1993     13,701         130             -             -           -           -           -          -      13,831
                                                       _______________________________________________________________________________ ________
                                                        19,594       37,311        10,598        1,842        2,237     27,486        2,271     35,795     137,134
                                                       ===================================================================== =======
 SEG INTERNATIONAL BHD




                         Accumulated Depreciation


                         Opening balance                 1,008        1,334         6,121          480        1,239       9,192       1,094          -      20,468
                         Charge for the year               167         505          1,466           312        276        2,111        284           -       5,121
                         Disposals                            -           -            (9)        (164)         (5)        (96)         (3)          -       (277)
                         Write off                            -           -          (23)          (34)           -       (610)        (63)          -       (730)
                                                       _______________________________________________________________________________ ________
[ 90 ]
                         Closing balance                  1,175       1,839         7,555          594        1,510     10,597        1,312          -      24,582
                                                       ===================================================================== =======
                         Net Book Value


                         At 31 December 2002             18,419      35,472         3,043        1,248         727      16,889         959      35,795     112,552
                                                       ===================================================================== =======
                         At 31 December 2001            16,586       35,924         3,191          995        1,001     14,465        1,061     35,649     108,872
                                                       ===================================================================== =======
                         Depreciation charge for the
                         year ended 31 December
                         2001                              150          412         1,277          203         394        1,962        203           -       4,601
                                                       ===================================================================== =======
2. Property, plant and equipment (continued)

                                                   Apartments,                         Furniture,
                                        Freehold    leasehold    Computer               fittings     Library    Capital
Company                                 land and    land and software and   Motor      and office   books and   work-in
                                       buildings    buildings    hardware   vehicles   equipment    manuals     progress    Total
Cost/valuation                          RM’000      RM’000       RM’000     RM’000      RM’000      RM’000      RM’000     RM’000


Opening balance                         13,794      21,504         1,455        675        838            3         53      38,322
Additions                                    -            -          84         310        599            -          -         993
Write off                                    -            -            -       (137)          -           -          -       (137)
Transfer                                     -          53             -          -           -           -       (53)              -
                              _______________________________________________________________________________ ________
Closing Balance                         13,794       21,557        1,539        848       1,437           3          -      39,178
                              ===================================================================== =======
Representing items at:
Cost                                     3,893       21,427        1,539        848       1,437           3          -      29,147
Directors’ valuation - 1993              9,901         130             -          -           -           -          -      10,031
                              _______________________________________________________________________________ ________
At 31 December 2002                     13,794       21,557        1,539        848       1,437           3          -      39,178
                              ===================================================================== =======
Accumulated depreciation




                                                                                                                                         SEG INTERNATIONAL BHD
Opening balance                            836         715         1,130         65        122            3          -       2,871
Charge for the year                        125         259          236         153         121           -          -         894
Write off                                    -            -            -       (34)           -           -          -        (34)
                              _______________________________________________________________________________ ________
Closing balance                            961         974         1,366        184        243            3          -       3,731
                              ===================================================================== =======
                                                                                                                                        [ 91 ]

Net book value
At 31 December 2002                     12,833      20,583          173         664       1,194           -          -      35,447


                              ===================================================================== =======
At 31 December 2001                     12,958      20,789          325         610        716            -         53      35,451
                              ===================================================================== =======
Depreciation charge for the year
ended 31 December 2001                     125         259          298          69          50           1          -         802
                              ===================================================================== =======
Notes to the financial statements
                            i)      Revaluation

                                    It is the Group’s policy to state property, plant and equipment at cost.

                                    The Group’s certain freehold land and buildings are stated at Directors’ valuation based on a professional valuation on open
                                    market basis conducted in December 1993. The surplus arising on revaluation has been taken to revaluation reserve.

                                    In accordance with the transitional provisions issued by the Malaysian Accounting Standard Board (“MASB”) on the adoption
                                    of International Accounting Standards (“IAS”) No. 16 (Revised) on “Property, Plant and Equipment”, the valuations of
                                    these assets have not been updated and they continue to be stated at their existing carrying amounts less accumulated
                                    depreciation.

                                    The Directors are of the opinion that the current market values of the revalued properties are not less than their net book
                                    values as at 31 December 2002.

                                    Had the land and buildings been carried at historical cost less accumulated depreciation, the carrying amount of the
                                    revalued assets that would have been included in the financial statements at the end of the year are as follows:


                                                                                                      Group                        Company
                                                                                             2002              2001         2002            2001
                                                                                            RM’000            RM’000       RM’000          RM’000

                                    Freehold land and buildings                               9,575             9,656         6,410           6,469
 SEG INTERNATIONAL BHD




                                    Apartments                                                  104               107           104             107
                                                                                             _____             _____         _____           _____
                                                                                              9,679             9,763         6,514           6,576
                                                                                             ====              ====          ====            ====
                            ii)     Security

                                    Certain freehold land and buildings are charged to banks as security for borrowings (see Note 11) granted to the Company
[ 92 ]
                                    and subsidiaries.


                            iii)    Assets under hire purchase and leases

                                    The net book value of property, plant and equipment as at the year end held under hire purchase and lease agreements
                                    of the Group and of the Company amounted to RM3,052,000 (2001 - RM2,660,000) and RM575,000 (2001 – RM610,577)
                                    respectively.


                            iv)     Capital work-in progress

                                    The capital work-in progress consists mainly of properties in a commercial complex under development.


                         3. Investment in subsidiaries

                                                                                                                                 Company
                                                                                                                            2002         2001
                                                                                                                           RM’000      RM’000

                            Unquoted shares at cost                                                                          71,820          71,645
                                                                                                                            =====           =====

                            The details of the subsidiaries are disclosed in Note 27 to the financial statements.
4. Investments in associates
                                                                                                       Group
                                                                                             2002               2001
                                                                                            RM’000             RM’000

   Unquoted shares                                                                            3,640              3,640
   Share of post-acquisition reserves                                                           (53)               (40)
                                                                                            ______             ______
                                                                                              3,587              3,600
                                                                                            =====              =====

   Represented by:
   Group’s share of net assets other than goodwill                                              246                259

   Goodwill on acquisition                                                                   3,341            3,341
                                                                                           ______          ______
                                                                                             3,587            3,600
                                                                                           =====           =====
   Amortisation of goodwill on acquisition has not commenced as the associate has not commence its operation in
   property development. Amortisation will commence upon the commencement of its operations.

   The associates of the Group are as follows:




                                                                                                                           SEG INTERNATIONAL BHD
                                                                                                     Effective
                                                                     Principal                      Ownership
                                         Country                     Activities                      Interest
                                                                                             2002                2001
                                                                                              %                   %


      Palm Leisure Sdn. Bhd.             Malaysia             Property development             30                 30      [ 93 ]
      Upward Portfolio Sdn. Bhd.         Malaysia             Provision of educational       39.45               39.45
                                                              services


5. Other investments
                                                                         Group                    Company
                                                               2002               2001       2002         2001
                                                              RM’000             RM’000     RM’000      RM’000
   Long term
      Quoted unit trusts stock                                     35                33           -                  -
      Quoted shares – at cost                                   2,970                 -           -                  -
      Unquoted shares - at cost                                     8                24           -                  -
      Unquoted bonds - at cost                                  4,000                 -       4,000                  -
                                                               _____               ____      _____               _____
                                                                7,013                57       4,000                  -
                                                              =====               ====       ====               =====
   Market value
      Quoted unit trusts stock                                    32                32           -                  -
      Quoted shares                                            1,204                 -           -                  -
                                                              =====               ====        ====              =====
Notes to the financial statements
                         6. Intangible assets
                                                                                               Development
                            Group                                                   Goodwill      costs        Total
                            Cost                                                    RM’000      RM’000       RM’000
                            Opening balance                                          32,008       4,895        36,903
                            Additions - internally developed                              -           19            19
                            Development costs written off                                 -         (40)          (40)
                                                                                    ______      ______       _______
                            Closing balance                                          32,008       4,874        36,882
                                                                                    =====        ====        ======
                            Accumulated amortisation
                            Opening balance                                           2,072          -          2,072
                            Amortisation charge for the year                          1,284        980          2,264
                                                                                    ______      ______       _______
                            Closing balance                                           3,356        980          4,336
                                                                                    =====        ====        ======
                            Net book value
                            At 31 December 2002                                      28,652       3,894       32,546
                                                                                    =====         ====       ======
                            At 31 December 2001                                      29,936       4,895        34,831
                                                                                    =====         ====       ======
                            Development expenditure is arrived at after charging:
                                                                                                  2002          2001
 SEG INTERNATIONAL BHD




                                                                                                RM’000        RM’000
                                    Depreciation                                                     -            816
                                    Interest expenses                                                -              5
                                    Rental of equipment                                              -              6
                                    Rental of premises                                               -            388
                                    Staff costs                                                      -          1,586
[ 94 ]
                                                                                                 ====          ====


                         7. Inventories

                            Inventories comprise text books and manuals.
8. Trade and other receivables

                                                                                    Group                      Company
                                                                            2002             2001         2002         2001
                                                                           RM’000           RM’000       RM’000      RM’000

   Trade receivables                                                       20,632            889              -              -
   Other receivables                                                       13,578         11,244          3,155            784
   Profit guarantee receivable                                                  -          3,250              -              -
   Subsidiaries                                                                 -              -         34,508         10,137
                                                                          ______         ______         ______        _______
                                                                           34,210         15,383         37,663         10,921
                                                                         ======          =====          =====          =====


   The amounts due from subsidiaries are unsecured, interest free and have no fixed terms of repayment except interest of 8.5%
   (2001 – Nil) per annum will be charged on advances to certain subsidiaries amounting to RM18,926,000 (2001 – Nil)

   Included in the Group’s other receivables are related party balances of RM2,563,000 (2001 - RM3,034,000), RM118,000 (2001
   – RM302,000) and RM915,000 (2001 - RM959,000) due from the Meda Group of Companies, Tomisho Group of Companies and
   Kumpulan Emas Group of Companies, respectively (refer Note 24).

   Included in the Company’s other receivables are related party balances of RM17,000 (2001 – Nil), RM8,000 (2001 - Nil) and
   RM118,000 (2001 - Nil) due from the Kumpulan Emas Group of Companies, Meda Group of Companies and Tomisho Group of




                                                                                                                                     SEG INTERNATIONAL BHD
   Companies, respectively (refer Note 24).


9. Cash and cash equivalents
                                                                                    Group                      Company
                                                                            2002             2001         2002         2001
                                                                           RM’000           RM’000       RM’000      RM’000
                                                                                                                                    [ 95 ]
   Cash and bank balances                                                   4,991            4,718         1,290           576
   Deposits with licensed banks                                            15,700            1,067         8,014             -
                                                                           _____            _____         _____          _____
                                                                           20,691            5,785         9,304           576
                                                                            ====            ====          ====           ====


   Fixed deposits in the Group of RM175,000 (2001 - RM169,000) have been pledged to financial institutions for banking facilities
   extended to certain subsidiaries in the ordinary course of business. (Note 11).
Notes to the financial statements
                         10. Other payables
                                                                                                           Group                     Company
                                                                                                   2002             2001        2002         2001
                                                                                                  RM’000           RM’000      RM’000      RM’000

                            Other payables and accrued expenses                                  17,902          14,942         1,671            850
                            Subsidiaries                                                              -               -           638          2,233
                            Amount due to a Director                                                  -             229             -              -
                                                                                                ______           _____         _____          _____
                                                                                                 17,902          15,171         2,309          3,083
                                                                                                =====           =====          ====           ====


                            Included in other payables and accrued expenses of Group is an amount of RM2,776,000 (2001 - RM1,502,000) which represents
                            fees received in advance.


                            Include in other payables are related party balances of RM147,000 (2001 – RM166,000) and RM819,000 (2001 – RM2,456,000)
                            due to the Meda Group of Companies and Kumpulan Emas Group of Companies, respectively (refer Note 24).


                         11. Borrowings
                                                                                                           Group                     Company
                                                                                                   2002             2001        2002         2001
                                                                                                  RM’000           RM’000      RM’000      RM’000
 SEG INTERNATIONAL BHD




                            Current
                                      Term loans         - secured                                4,206          1,027             -              -
                                      Overdrafts         - secured                                2,236          6,040             -              -
                                                         - unsecured                                329           1,174            -              -
                                      Hire purchase and finance lease liabilities                   996          1,077           117            108
                                                                                                ______         ______         ______          _____
                                                                                                  7,767          9,318           117            108
[ 96 ]                                                                                          =====          =====          =====           ====
                            Non-current
                                  Long term loans        - secured                                12,811        18,070              -             -
                                                         - unsecured                             40,000              -         40,000             -
                                      Hire purchase and finance lease liabilities                  1,237         1,005            329           380
                                                                                                ______         ______         ______          _____
                                                                                                 54,048         19,075         40,329           380
                                                                                                =====          =====          =====           ====
11. Borrowings (Continued)
   The bank overdraft and term loan facilities of the subsidiary companies are subject to interest rates ranging from 7.4% to 8.8%
   (2001 - 8.3% to 9.8%) per annum.


   Terms and debts repayment schedule
                                                                            Under           1-2            2-5            Over 5
                                                             Total          1 year          years          years          years
                                                            RM’000         RM’000          RM’000         RM’000         RM’000
   Group

   Unsecured term loans
       - fixed 8.5% (2001 - Nil)                             40,000               -               -        40,000              -
   Secured term loans
       - variable at 8.2% to 10.4%
       (2001 - 8.8%)                                          17,017          4,206          5,487          6,944            380
   Secured overdrafts
       - variable at 7.4% to 7.9%
       (2001 - 8.3% to 9.8%)                                  2,236           2,236               -              -             -
   Unsecured overdrafts
       - variable at 7.4% to 7.9%
       (2001 – 8.3% to 9.8%)                                    329             329               -              -             -
   Hire purchase and finance lease liabilities
       - fixed at 4.65% to 6.90%                             2,233       996       722       515        -




                                                                                                                                      SEG INTERNATIONAL BHD
                                                           ==============================================
   Company

   Unsecured term loan -
       - fixed at 8.5% (2001 - Nil)                          40,000               -               -        40,000              -
   Hire purchase and finance lease liabilities
       - fixed at 4.65% to 5.75%                              446        117       117       212        -
                                                                                                                                     [ 97 ]
                                                           ==============================================

   The secured term loans and overdraft facilities are secured by fixed charges over freehold and long term leasehold land and
   buildings of the Company and subsidiaries with net book value of RM22,467,000 (2001 - RM20,698,000) and building in progress
   of subsidiaries with cost of RM35,135,000 (2001 - RM35,135,000) and fixed deposits of RM175,000 (2001 - RM169,000).
Notes to the financial statements
                         11. Borrowings (Continued)

                            Hire purchase and lease liabilities

                            Hire purchase and lease liabilities are payable as follows:


                                                                             Gross        Interest   Principal    Gross      Interest    Principal
                                                                             2002          2002       2002        2001        2001         2001
                            Group                                           RM’000        RM’000     RM’000      RM’000      RM’000      RM’000


                            Less than one year                              1,123   (127)        996               1,225       (148)      1,077
                            Between one and five years                      1,480   (243)      1,237               1,235       (230)      1,005
                                                                      ________________________________           _____________________________
                                                                            2,603   (370)      2,233               2,460       (378)      2,082
                                                                      ============================               ==========================
                            Company
                            Less than one year                               145     (28)        117                135          (27)      108
                            Between one and five years                       408     (79)        329                473         (93)       380
                                                                      ________________________________           _____________________________
                                                                             553    (107)       446                 608        (120)       488
                                                                      ============================               ==========================


                         12. Share capital
 SEG INTERNATIONAL BHD




                                                                                                                              Group and Company
                                                                                                                              2002         2001
                            Ordinary shares of RM1.00 each                                                                   RM’000       RM’000


                            Authorised
                                   Opening balance                                                                          100,000       20,000
[ 98 ]                             Increased during the year                                                                      -       80,000
                                                                                                                           _______      _______
                                    Closing balance                                                                         100,000      100,000
                                                                                                                           ======       ======
                            Issued and fully paid
                                    Opening balance                                                                          79,128       19,000
                                    Issuance of bonus shares                                                                      -        7,600
                                    Issuance of shares for acquisitions of companies and buildings                                -       52,528
                                    Issuance of shares under ESOS                                                                 5            -
                                                                                                                           _______      _______
                                    Closing balance                                                                          79,133       79,128
                                                                                                                           ======       ======
13. Reserves

   Subject to agreement by the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to
   frank all its distributable reserves at 31 December 2002 if paid out as dividends.


14. Minority shareholders’ interests

   This consists of minority shareholders’ proportion of share capital and reserves of subsidiaries, net of their share of subsidiary’s
   goodwill on consolidation and amortisation of goodwill charged to the minority shareholders.


15. Exceptional item

   The exceptional item in the previous year of RM3.25 million refers to the settlement sums given to Berrington Bay Corporation
   Sdn Bhd and Summit Education Sdn Bhd pursuant to the shortfall of the guaranteed profits in accordance to the Profit Guarantee
   Agreement dated 22 October 1999 and Supplemental Agreement dated 17 October 2000.

   On 15 April 2002, Kumpulan Emas Berhad, Datin Mah Ming Yuet and Kee Shih-Lene and the Company entered into an agreement
   whereby the settlement sums of RM3.25 million was to be settled solely by Datin Mah Ming Yuet and Kee Shih-Lene.

   As approved by the Board of Directors, the above amount was settled by way of the transfer of equivalent amount of Meda Inc
   Berhad shares on 18 April 2002, based on the weighted average share price from 19 March 2002 to 17 April 2002.




                                                                                                                                           SEG INTERNATIONAL BHD
16. Operating profit
                                                                                             Group                    Company
                                                                                   2002               2001         2002     2001
                                                                                  RM’000             RM’000       RM’000 RM’000


   Operating profit arrived at after charging:
       Amortisation of goodwill                                                      1,284            1,220              -          -
                                                                                                                                          [ 99 ]
       Amortisation of preliminary and
           pre-operating expenses                                                        -               2               -          -
       Amortisation of development costs                                               980                -              -          -
       Audit fees                                                                      134              120             22         17
       Bad debts written off                                                             -               33              -         15
       Holding company’s Directors:
           - Remuneration                                                              447              314            327        116
           - Fees                                                                      190              128            190        128
       Other Director’s remuneration                                                 1,008            1,032              -          -
       Property, plant and equipment written off                                       333               3             103          -
       Depreciation                                                                  5,121            4,601            894        802
       Development costs written off                                                    40                -              -          -
       Rental expense on land and buildings                                          4,999            3,404            418        115
       Rental of equipment                                                              45                -              -          -
       Share of partnership loss                                                        16               11              -          -
                                                                                   =====             =====         =====      =====
 Notes to the financial statements
                          16. Operating profit (continued)
                                                                                                                 Group                    Company
                                                                                                         2002             2001         2002     2001
                                                                                                        RM’000           RM’000       RM’000 RM’000
                             After crediting:
                             Bad debts written back                                                       -              43             -              -
                             Gross dividends from:
                              - Unquoted subsidiaries                                                     -                -        6,329          6,380
                              - Gain on disposal of subsidiary                                            -              106            -              -
                             Rental income on land and buildings                                      1,826            1,791        2,229          2,103
                             Dividend income                                                              2                2            -              -
                             Gain on disposal of property, plant
                              and equipment                                                              76              72             -              -
                             Liquidated ascertained damages
                              claim receivable                                                          -           1,954             -              -
                                                                                                    =====          =====          =====          =====


                             The estimated monetary value of Directors’ benefits-in-kind of the Group and Company is RM37,400 (2001 - RM10,000) and
                             RM18,600 (2001 – Nil) respectively.


                          17. Employee information
                                                                                                              Group                     Company
                                                                                                     2002              2001         2002        2001
  SEG INTERNATIONAL BHD




                                                                                                    RM’000            RM’000       RM’000      RM’000


                             Staff costs                                                             20,633         20,116         1,888          2,251
                                                                                                    =====          =====          =====          =====


                             The number of employees of the Group and of the Company (including Directors) at the end of the year was 645 (2001 - 553) and
[ 100 ]                      54 (2001 - 47) respectively.


                          18. Financing costs
                                                                                                              Group                     Company
                                                                                                     2002              2001         2002        2001
                                                                                                    RM’000            RM’000       RM’000      RM’000
                             Interest payable:
                                 Term loans                                                          2,551               756           -              -
                                 Bank overdrafts                                                       712               809         145             12
                                 Hire purchase                                                         231               167          35             31
                                 Other interest                                                         13                 -          11              -
                                                                                                    _____             _____        _____          _____
                                                                                                     3,507             1,732         191             43
                                                                                                    ====              ====         ====           ====
19. Tax expense
                                                                                            Group                       Company
                                                                                   2002              2001           2002        2001
                                                                                  RM’000            RM’000         RM’000      RM’000
   Current tax expense
          - current                                                                4,563             3,720          2,075             2,000
          - prior year                                                               404             (108)           (40)              (155)
                                                                                  _____             _____          _____             _____
                                                                                   4,967             3,612          2,035             1,845
   Deferred tax expense
          - current                                                                  486              (315)          (36)             (144)
          - prior year                                                               573                  -           199                 -
                                                                                  _____             _____          _____             _____
                                                                                   6,026             3,297          2,198             1,701
                                                                                  ====              ====           ====              ====


   The Group’s effective tax rate is higher than the prima facie tax rate as the tax charge relates to tax on profits of certain subsidiaries
   which cannot be set-off against losses of other subsidiaries for tax purposes as group relief is not available.

   The Company’s effective tax rate is also higher than the prima facie tax rate as certain expenses are not deductible for tax
   purposes.

   Subject to agreement by the Inland Revenue Board, the Group has potential deferred tax benefits not taken up in the financial




                                                                                                                                                 SEG INTERNATIONAL BHD
   statements under the liability method in respect of the following items:
                                                                                                                             Group
                                                                                                                    2002              2001
                                                                                                                   RM’000            RM’000


   Unutilised tax losses                                                                                          (10,848)           (9,758)
   Other timing differences                                                                                          2,394             1,918    [ 101 ]
                                                                                                                   =====             =====

   Deferred taxation not recognised in the financial statements arising
      from the revaluation of property which are held for long term use                                              152                152
                                                                                                                  =====              =====
 Notes to the financial statements
                          20. Earnings per ordinary share - Group

                             Basic earnings per share

                             The calculation of basic earnings per share is based on the net profit attributable to ordinary shareholders of RM5,104,000 (2001
                             - RM7,221,000) and the weighted number of ordinary shares of 79,132,000 (2001 – 76,327,000) in issue during the year.


                             Weighted average number of ordinary shares
                                                                                                                                       2002           2001
                                                                                                                                      RM’000         RM’000
                             Issued ordinary shares at beginning of the year                                                          79,128         19,000
                             Effect of shares issued in April 2002                                                                         4         57,327
                                                                                                                                     ______         ______
                             Weighted average number of ordinary shares                                                               79,132         76,327
                                                                                                                                      =====          =====


                             Diluted earnings per share

                             The calculation of diluted earnings per share is based on the net profit attributable to ordinary shareholders of RM5,325,000
                             (2001 – RM7,221,000) and the weighted average number of ordinary shares outstanding during the year of 81,619,000 (2001
                             – 76,327,000) calculated as follows:

                             Net profit attributable to ordinary shareholders (diluted)
  SEG INTERNATIONAL BHD




                                                                                                                                       2002           2001
                                                                                                                                      RM’000         RM’000
                             Net profit attributable to ordinary shareholders                                                          5,104          7,221
                             After tax effect of notional interest savings                                                               221              -
                                                                                                                                     ______         ______
                             Net profit attributable to ordinary shareholders (diluted)                                                5,325          7,221
[ 102 ]
                                                                                                                                     =====          =====


                             Weighted average number of ordinary shares (diluted)
                                                                                                                                       2002           2001
                                                                                                                                      RM’000         RM’000
                             Weighted average number of ordinary shares as above                                                      79,132         76,327
                             Effect of warrants/share options                                                                          2,487              -
                                                                                                                                     ______         ______
                             Weighted average number of ordinary shares (diluted)                                                     81,619         76,327
                                                                                                                                     =====          =====


                             The diluted earnings per share results in increased earnings per share and are therefore not shown.
21. Dividends
                                                                                                           Group and Company
                                                                                                           2002         2001
                                                                                                          RM’000       RM’000
   Ordinary:
       Interim paid:
           Nil (2001- 5 sen per share less tax at 28%)                                                          -          (684)
       Final paid in respect of previous year:
           6 sen per share less tax at 28% (2001 - Nil)                                                   (3,418)             -
                                                                                                         ______         ______
                                                                                                          (3,418)         (684)
                                                                                                         =====          =====
   Proposed final:
          Dividend of 7 sen per share less tax at 28% (2001- 6 sen
              per share less tax at 28%)                                                                  3,988            3,418
                                                                                                         =====           =====
22. Segmental information

   The Group’s turnover and profit are derived mainly from educational activities in Malaysia and accordingly no segment reporting
   is presented.


23. Contingent liabilities
                                                                                                                Company




                                                                                                                                      SEG INTERNATIONAL BHD
                                                                                                           2002         2001
                                                                                                          RM’000      RM’000
   Guarantees and contingencies relating to borrowings of:
   Subsidiaries  - secured                                                                                13,897         23,920
                 - unsecured                                                                                 329          1,462
                                                                                                         ______         ______
                                                                                                          14,226         25,382      [ 103 ]
                                                                                                         =====          =====
 Notes to the financial statements
                          24. Related parties

                             Transactions with a Director

                             Significant transactions and balance with companies in which a Director, Dr Patrick Teoh Seng Foo and close members of his
                             family have interest are as follows:
                                                                                                      Group                       Company
                                                                                           2002               2001         2002           2001
                                                                                        RM’000           RM’000          RM’000        RM’000
                             Balances in respect of non-trade
                                 transactions


                             Amount due from:
                             Meda Group of Companies
                                 in respect of rental and related services
                                    rebates, sharing of advertisement
                                    expenses and scholarship funds                           2,416             2,868              8              -


                             Amount due from:
                             Tomisho Group of Companies
                                 in respect of rental deposit, sharing of
                                    advertisement expenses and brought
  SEG INTERNATIONAL BHD




                                    forward intercompany balances prior
                                    to the acquisition of the subsidiaries                     118               302          118            102


                             Amount due from/(to):
                             Kumpulan Emas Group of Companies
                                 in respect of renovations works, liquidated
[ 104 ]                             ascertained damages claim sharing of
                                    advertisement expenses and brought
                                    forward intercompany balances prior
                                    to the acquisition of the subsidiaries                      96            (1,497)          17                -


                             Transactions
                             Kumpulan Emas Group of Companies
                                 Liquidated ascertained damages claim
                                    receivable                                                    -            1,954              -              -
                                 Rental of motor vehicle                                        31                   -         31                -
                                 Purchase of motor vehicle                                     100                   -        100                -


                             Meda Group of Companies
                                 Rental and other related charges                            1,753               818              -              -


                             Tomisho Group of Companies
                                 Rental                                                        386                64          386             64


                             These transactions have been entered into in the normal course of business and have been established at negotiated rates, taking
                             into account prevailing market terms.
24. Related parties (continued)

   Transaction with other related parties

   Significant transactions and balances with other related parties are as follows:
                                                                              Group                     Company
                                                                   2002               2001       2002               2001
                                                                RM’000           RM’000        RM’000          RM’000
   Balance in respect of non-trade transactions


   Amount due from:
   Datin Mah Ming Yuet & Kee Shih-Lene
       Settlement amount in respect of
          the profit guarantee arrangement                                -            3,250            -                  -


   Transactions


   Datin Mah Ming Yuet & Kee Shih-Lene
       Settlement amount in respect of
          the profit guarantee arrangements                               -            3,250            -                  -


   Datin Mah Ming Yuet & Kee Shih-Lene were directors in certain subsidiaries of the Group.




                                                                                                                                SEG INTERNATIONAL BHD
25. Commitment
                                                                                                            Group
                                                                                                 2002               2001
                                                                                               RM’000          RM’000

                                                                                                                               [ 105 ]
   Capital commitment
   Property, plant and equipment
       Authorised and contracted for                                                                    -            1,800
                                                                                                 ====               ====
 Notes to the financial statements
                                26. Financial instruments

                                    Financial risk management objectives and policies

                                    Exposure to credit, interest rate and currency risk arises in the normal course of the Group and the Company’s business.

                                    Credit risk

                                    Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

                                    At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk for the Group
                                    and for the Company are represented by the carrying amount of each financial asset.

                                    Interest rate risk

                                    The Group borrows for operations at fixed and variable rates using its term loan and overdrafts facilities. At balance sheet date,
                                    approximately 65% (2001 - 75%) and 100% (2001 – 100%) of the Group and of the Company borrowings, respectively, are on a
                                    fixed rate basis.

                                    Foreign currency risk

                                    The Company has no receivables or payables denominated in foreign currency. Therefore, the foreign currency risk is not
                                    significant.
  SEG INTERNATIONAL BHD




                                    Effective interest rates
                                    In respect of interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet
                                    date:
                                                                                2002                                                              2001
                                                     Effective                                                       Effective
[ 106 ]                                                  interest               Within       1-5         After       interest                    Within       1-5          After
                                                           rate        Total    1 year      years       5 years        rate          Total       1 year       years       5 years
                          Group                             %         RM’000    RM’000     RM’000       RM’000          %           RM’000       RM’000      RM’000       RM’000


                          Financial liabilities
                          Secured term loans        8.2 to 10.4        17,017    4,206      12,431         380              8.8     19,097        1,027      15,525        2,545
                          Unsecured term loans:
                              RM fixed rate loan                8.5   40,000           -   40,000                -              -            -           -            -            -
                          Secured overdrafts             7.4 to 7.9    2,236     2,236              -            -   8.3 to 9.8      6,040        6,040               -            -
                          Unsecured overdrafts           7.4 to 7.9      329       329              -            -   8.3 to 9.8       1,174        1,174              -            -


                          Company


                          Financial liabilities
                          Unsecured term loans                  8.5   40,000           -   40,000                -              -            -           -            -            -
26. Financial instruments (continued)

   Recognised financial instruments

   The carrying amounts of the financial assets and liabilities of the Group and the Company as at 31 December approximate their
   fair values except as set out below:


                                                                               2002           2002           2001         2001
                                                                            Carrying           Fair       Carrying         Fair
                                                                            amount            value        amount         value
   Group                                                                    RM’000         RM’000         RM’000       RM’000


   Financial assets
   Investments in quoted shares                                               2,970           1,204              -            -
   Investments in quoted trusts stock                                             35             32             33           32


   Financial liabilities
   Secured term loans:                                                        17,017         17,017         19,097       19,097
   Unsecured term loans:
         RM fixed rate loan                                                  40,000         40,000               -            -


                                                                           _______________________________________




                                                                                                                                    SEG INTERNATIONAL BHD
                                                                             60,022         58,253          19,130       19,129
                                                                           ==================================
   Company


   Financial liabilities
   Unsecured term loans:
         RM fixed rate loan                                                  40,000         40,000               -            -    [ 107 ]

                                                                           ==================================



   Recognised financial instruments


   The fair value of quoted shares is their quoted bid price at the balance sheet date. In respect of cash and cash equivalents,
   trade and other receivables, other payables and short term borrowings, the carrying amounts approximate fair value due to the
   relatively short term nature of these financial instruments.
 Notes to the financial statements
                          27. Subsidiaries

                             The principal activities of the subsidiaries in the Group, their places of incorporation and the interest of SEG International Bhd.
                             are as follows:


                                                                            Effective interest
                                  Name                               2002                        2001              Principal Activities


                               Systematic Business Training          100%                    100%                  Provision of professional,
                                 Centre Sdn. Bhd.                                                                  commercial and academic education.


                               Systematic Computer Centre            100%                    100%                  Provision of computer
                                 Sdn. Bhd.                                                                         training, commercial
                                                                                                                   and academic education.


                               Systematic Business Training          100%                    100%                  Provision of professional,
                                 Centre (P.J.) Sdn. Bhd.                                                           commercial and academic
                                                                                                                   education.


                               Systematic Business Training          100%                    100%                  Provision of professional,
                                 Centre (PG) Sdn. Bhd.                                                             commercial and academic
  SEG INTERNATIONAL BHD




                                                                                                                   education.


                               Systematic Management Resource        100%                    100%                  Provision of administrative and
                                 Centre Sdn. Bhd.                                                                  marketing services to overseas
                                                                                                                   Education provider.


                               SBT Professional Publications         100%                    100%                  Operation of a book centre, dealing
[ 108 ]
                                 Sdn. Bhd.                                                                         in all kinds of reading material,
                                                                                                                   information research and
                                                                                                                   related business.


                               Syschom Training Sdn. Bhd.            100%                    100%                  Investment holding


                               Systematic NVQ Consultants            100%                    100%                  Provision of management
                                 Sdn. Bhd.                                                                         consultancy and
                                                                                                                   Investment holding


                               Shaw Commercial Institution           100%                    100%                  Dormant
                                 Sdn. Bhd.


                               Maktab Cambridge Sdn. Bhd.           98.21%                  98.21%                 Operation of an educational
                                                                                                                   institution.


                               Varia Gaya Sdn. Bhd.                   95%                        95%               Provision of commercial
                                                                                                                   education and tuition.


                               Systematic Secretarial Centre          75%                        75%               Operation of a training centre
                                 Sdn. Bhd.                                                                         for education and upgrading
                                                                                                                   of secretarial skills.
27. Subsidiaries (continued)

                                            Effective interest
       Name of company               2002                        2001   Principal Activities


     Mutu Unggul Sdn. Bhd. *          90%                        90%    Provision of professional,
                                                                        commercial and academic
                                                                        education.


     Agensi Pekerjaan Job Venture    100%                    100%       Provision of job placement
       Sdn. Bhd (formerly known as                                      consultancy services.
       Systematic Academic Centre
       Sdn. Bhd.)


     EWI-Systematic Sdn. Bhd.        100%                    100%       Provision of education for
                                                                        professional examination.


     Systematic Business Training    100%                    100%       Dormant.
       Centre (SP) Sdn. Bhd.


     Berrington Bay Corporation *    100%                    100%       Investment holding and




                                                                                                            SEG INTERNATIONAL BHD
       Sdn. Bhd.                                                        management consultancy.


     Prestige Front Sdn. Bhd. *      100%                    100%       Property investment.


     Organizational Resources *      100%                    100%       Provision of educational
       Sdn. Bhd.                                                        and training services.

                                                                                                           [ 109 ]
     Superior Element Sdn. Bhd. *    100%                        60%    Provision of educational
                                                                        and training services.


     IPPP Batu Lintang Sdn. Bhd. *    70%                        70%    Operation of an educational
                                                                        institution for further studies.


     IFPA Resources Sdn. Bhd.         60%                        60%    Provision of financial
                                                                        planning and financial related
                                                                        courses.


     Summit Education Sdn. Bhd.      98.63%                 98.63%      Investment holding and
                                                                        management consultancy.


     Premier Media Sdn. Bhd.         98.63%                 98.63%      Operation of an institute
                                                                        providing educational
                                                                        programmes.


     Binary Mark Sdn. Bhd.           98.63%                 98.63%      Property investment.
 Notes to the financial statements
                          27. Subsidiaries (continued)

                                                                           Effective interest
                                  Name                              2002                        2001           Principal Activities


                               Summit Multimedia Education          73.97%                 73.97%              Operation of an institute
                                 Sdn. Bhd.                                                                     providing educational
                                                                                                               programmes.


                               Summit Early Childhood               100%                    100%               Provision of childcare
                                 Edu-Care Sdn. Bhd. *                                                          services.


                               Montessori Focus Sdn. Bhd. *         100%                    100%               Provision of childcare
                                                                                                               services.


                               Summit Early Childhood                70%                        70%            Provision of childcare
                                 Edu-Care (Rawang) Sdn. Bhd.                                                   services.


                               Rekaan Medianet Sdn. Bhd.            100%                    100%               Investment holding.


                               Systematic Local Support Sdn. Bhd.   100%                    100%               Provision of educational
  SEG INTERNATIONAL BHD




                                 (formerly known as Sadec-KE                                                   and training Services.
                                 Utilities Corporation Sdn. Bhd.)


                               Sino-Malaysia EduCulture             100%                    100%               Provision of cross border
                                 Centre Sdn. Bhd.                                                              education and culture activities.


                               ORSB Centre for Professional         100%                         -             Provision of recruitment
[ 110 ]
                                 Education Sdn. Bhd.*                                                          and placement of students.


                               IBMS Training & Development          100%                         -             Operation of a training centre
                                 Centre Sdn. Bhd.*                                                             for vocational and professional
                                                                                                               courses.


                          *Not audited by KPMG


                          28. Acquisition of subsidiaries

                             Acquisition

                             During the year, the Group acquired shares in the following subsidiaries for a total consideration of RM100,002 satisfied by
                             cash. The acquisition was accounted for using the acquisition method of accounting. In the year ended 31 December 2002, the
                             subsidiaries contributed a post-acquisition net profit of RM139,471 to the consolidated net profit for the year.

                             IBMS Training & Development Centre Sdn. Bhd.
                             ORSB Centre for Professional Education Sdn. Bhd.
29. Significant events subsequent to the balance sheet date

   Subsequent to the financial year:

   (i) The shareholders of the Company, at the Extraordinary General Meeting held on 24 January 2003, have approved the proposal
       to vary the terms of the profit guarantee given by Kumpulan Emas Behad (“KEB”) to the Company in relation to the acquisitions
       of Berrington Bay Corporation Sdn. Bhd. (“BBC”), Summit Education Sdn. Bhd. (“SES”) and Summit Early Childhood Edu-Care
       Sdn. Bhd.(“SECE”) (formerly known as Summit Montessori Edu-Care Sdn. Bhd.) (“Proposed Variations”).

      The Proposed Variations reflected in a Second Supplemental Agreement entered into by the Company, KEB and AmTrustee
      Berhad (formerly known as Arab-Malaysian Trustee Berhad) have the following salient terms:

      (a) that the total guaranteed aggregate profit before taxation (“PBT”) of BBC Group of RM23,700,000 and the total guaranteed
          aggregate PBT of SES Group and SECE Group of RM13,300,000 (collectively referred to as “Guaranteed Profits”) under
          the terms of the Profit Guarantee Agreement be consolidated and increased by an agreed sum of RM2,286,000;

      (b) the aggregate of the outstanding Guaranteed Profits and the said agreed sum of RM2,286,000 totalling RM27,686,000
          shall be fulfilled over the four (4) financial years beginning financial year ending 31 December 2003 until 31 December
          2006; and

      (c) that the aggregate minimum guaranteed profits for each such guaranteed year shall be revised as follows:-
          i. to RM6,350,000 for the financial year ending 31 December 2003; and
          ii. RM7,112,000 for each of the financial years ending 31 December 2004 to 2006




                                                                                                                                        SEG INTERNATIONAL BHD
          The Variations are to commence from 1 January 2003 and to end on 31 December 2006.

   (ii) The Company through Berrington Bay Corporation Sdn. Bhd. has acquired 28% equity interest in IPPP Batu Lintang Sdn.
        Bhd. from the minority shareholders on 18 February 2003 for a total cash consideration of RM7,680,712.

   (iii) The Company disposed off 20% equity interest in Mutu Unggul Sdn. Bhd., on 15 January 2003 for a total consideration of
                                                                                                                                       [ 111 ]
         RM40,000.
 Notes to the financial statements
                          30. Comparatives

                             (i) The following comparative figures have been restated to reflect the treatment of proposed dividends in accordance with MASB
                                 19 on Events After Balance Sheet Date:
                                                                                                                   Group                       Company
                                                                                                                             As                       As
                                                                                                          As           previously        As        previously
                                                                                                       restated        reported       restated     reported
                                                                                                       RM’000              RM’000     RM’000       RM’000
                             Balance sheets
                                Proposed dividend                                                              -             3,418             -         3,418
                                Reserves                                                                118,873            115,455    114,257       110,839
                                                                                                      ======           ======         ======       ======


                             Statements of changes in equity
                                Retained profits at 1 January 2001                                      12,446              11,762      11,310        10,626
                                Retained profits at 31 December 2001                                     11,868             8,450        7,689           4,271
                                Dividends                                                                      -           (3,418)             -      (3,418)
                                Dividends       - 2000 second interim                                     (684)                   -      (684)               -
                                                - 2001 final                                             (3,418)                  -    (3,418)               -
                                                                                                      ======           ======         ======       ======
  SEG INTERNATIONAL BHD




                                Group and Company
                                                                                                                                                      As
                                                                                                                                         As        previously
                                                                                                                                      restated     restated
                                                                                                                                      RM’000       RM’000
                             Note 21 to the financial statements
[ 112 ]                      Ordinary:
                                Interim paid:
                                   Nil (2001 - 5 sen per share less tax at 28%)                                                        (684)                 -
                                                                                                                                      ====           =====
Group Properties as at 31 December 2002
Owned by Company


                                                                                                Approximate        NBV as at    Date of
                                      Approximate Areas/          Existing
 No.   Address                                                                  Tenure          Age of             31/12/2002   Revaluation/
                                      Description                 Use
                                                                                                building (years)   (RM’000)     Acquisition

                                      1,962 sq ft of 5 1/2 -
 1     17-19 Jalan Tun Tan Siew Sin
                                      storey commercial           Office        Freehold              21             2,266      14/12/1993
       50050 Kuala Lumpur
                                      building


 2     33-35 Jalan Hang Lekiu         4,515 sq ft of 9-storey     Education                                          7,538
                                                                                Freehold              25                        14/12/1993
       50100 Kuala Lumpur             commercial building         Centre


       10 Jalan SS2/61
                                      1,680 sq ft of 3 1/2 -      Education
 3     47300 Petaling Jaya,                                                     Freehold              22             1,464      25/01/1995
                                      storey shophouse            Centre
       Selangor

       42 Jalan SS2/61
                                      1,680 sq ft of 4 -
 4     47300 Petaling Jaya,                                       Office        Freehold              22             1,565      25/01/1995
                                      storey shophouse
       Selangor

       1, 3 & 5 Jalan PM3                                                       Leasehold
                                      3,534 sq ft of 3 units
 5     Plaza Mahkota, Bandar Hilir                                Office        Expiring date          5             1,661      30/07/1996
                                      of 4-storey shophouses
       75000 Melaka                                                             @ 25/7/2090

       20 Jalan University                                                      Leasehold




                                                                                                                                                SEG INTERNATIONAL BHD
                                      13,377 sq ft of
 6     46200 Petaling Jaya                                        Residential   Expiring date         31              543       23/08/1994
                                      Bungalow
       Selangor                                                                 @ 1/2/2060

       1 Jalan 11/12                                                            Leasehold
                                      12,834 sq ft of
 7     46200 Petaling Jaya                                        Residential   Expiring date         31             1,461      18/09/1996
                                      Bungalow
       Selangor                                                                 @31/08/2070

       126 & 127 Jalan Masjid 1       2,800 sq ft of 2 units of                 Leasehold
 8     Taman Pekan Baru               3 1/2 - storey              Vacant        Expiring date          8              903       13/09/1995     [ 113 ]
       08000 Sungai Petani, Kedah     shophouses                                @ 14/11/2092

       16 & 18 Jalan 5/101C
                                                                                Leasehold
       Off Jalan Kaskas 1             2,128 sq ft of 2 units of
 9                                                                Office        Expiring date          5             2,775      25/08/1995
       Cheras Business Centre         6-storey shop offices
                                                                                @07/12/2077
       56000 Cheras, Kuala Lumpur

       36-4, 4th Floor Block B
                                                                                Leasehold
       Jalan Senohong                 2,910 sq ft of
 10                                                               Residential   Expiring date         22              109       08/01/1993
       Taman Cantik, Cheras           Apartment
                                                                                @18/01/2076
       56100 Kuala Lumpur

       26-3, 3rd Floor Block A
                                                                                Leasehold
       Jalan Senohong                 1,297 sq ft of
 11                                                               Residential   Expiring date         22               73       04/04/1994
       Taman Cantik, Cheras           Apartment
                                                                                @18/01/2076
       56100 Kuala Lumpur

       28-3, 3rd Floor Block A
                                                                                Leasehold
       Jalan Senohong                 1,297 sq ft of              Residential
 12                                                                             Expiring date         22               73       04/04/1994
       Taman Cantik, Cheras           Apartment
                                                                                @ 18/01/2076
       56100 Kuala Lumpur

       Lot 01 & 02 Block B
       Phileo Damansara 1             4,160 sq ft of 2 units of
 13    9 Jalan 16/11                  12-storey commercial        Office        Freehold               5             12,984     23/01/1996
       Off Jalan Damansara            building
       46350 Petaling Jaya
 Group Properties as at 31 December 2002
                          Owned by Subsidiaries


                                                                                                                  Approximate        NBV as at    Date of
                                                              Approximate Areas     Existing
                           No.   Address                                                          Tenure          Age of             31/12/2002   Revaluation/
                                                              Description           Use
                                                                                                                  building (years)   (RM’000)     Acquisition


                                 14-18 Jalan SS2/61           5,040 sq ft of 3
                                                                                    Education
                           14    47300 Petaling Jaya          units of 3 1/2-                     Freehold                 22          3,603      28/12/1993
                                                                                    Centre
                                 Selangor                     storey shophouses


                                 12 Jalan SS2/61              1,680 sq ft
                                                                                    Education
                           15    47300 Petaling Jaya          of 3 1/2-storey                     Freehold                 22          1,983      01/10/2001
                                                                                    Centre
                                 Selangor                     shophouses

                                 24 Jalan 5/89A
                                                                                                  Leasehold
                                 Off Jalan Sekilau            5,618 sq ft of 5
                           16                                                       Office        Expiring date            8           3,983      24/06/1996
                                 Batu 3 1/2 Jalan Cheras      storey shop offices
                                                                                                  @ 11/8/2085
                                 56000 Kuala Lumpur
                                 37 & 39 Jalan 1/137B         3,294 sq ft of 2
                                                                                                  Leasehold
                                 Resource Industrial Centre   units
                           17                                                       Vacant        Expiring date            18          1,855      11/06/1996
                                 Off Jalan Klang Lama         of 4-storey
                                                                                                  @ 29/3/2065
  SEG INTERNATIONAL BHD




                                 58000 Kuala Lumpur           shop offices
                                                              3,965.1 sq m
                                 211 Jalan Bukit Mata                                             Leasehold
                                                              of 6-storey           Education
                           18    Kuching                                                          Expiring date            26          11,091     13/06/2001
                                                              commercial            Centre
                                 93100 Kuching, Sarawak                                           @ 13/8/2785
                                                              building

                                 Lot 3.09a, Mukim Petaling                                        Leasehold
                                                              21,986 sq ft of       Building-in
[ 114 ]                    19    Daerah Petaling                                                  Expiring date            -            8,794     03/07/1998
                                                              shoplot               -progress
                                 Selangor                                                         @ 9/11/2093


                                 Lot 3.09b, Mukim Petaling                                        Leasehold
                                                              15,482 sq ft of       Building-in
                           20    Daerah Petaling                                                  Expiring date            -            6,194     08/01/1999
                                                              shoplot               -progress
                                 Selangor                                                         @ 9/11/2093

                                 5 1/2 storey, Block B
                                                                                                  Leasehold
                                 Mukim Petaling,              33,586 sq ft of       Building-in
                           21                                                                     Expiring date            -           10,747     03/07/1998
                                 Daerah Petaling,             office space          -progress
                                                                                                  @ 9/11/2093
                                 Selangor
                                 5 1/2 storey, Block A
                                                                                                  Leasehold
                                 Mukim Petaling               33,020 sq ft of       Building-in
                           22                                                                     Expiring date            -           9,400      21/10/1999
                                 Daerah Petaling,             office space          -progress
                                                                                                  @ 9/11/2093
                                 Selangor
Analysis of Shareholdings as at 30 April 2003
Authorised Share Capital             :      RM100,000,000
Issued and fully paid-up             :      RM79,132,755
Class of shares                      :      Ordinary shares of RM1.00 each
Voting rights                        :      One vote per RM1.00 share


Distribution Schedule of Shareholdings


                                                      No. of                                   No. of            % of issued
 Size of shareholdings                                             % of shareholders
                                                   shareholders                                shares              capital


 1 – 99                                                   17                0.62                585                   0.00

 100 – 1,000                                              414              15.01              356,249                 0.45


 1,001 – 10,000                                       2,079                75.41             6,320,172                7.99


 10,001 – 100,000                                         186               6.75             4,372,527                5.52


 100,001 – less than 5% of issued shares                  58                2.10          48,762,099                  61.62


 5% and above of issued shares                             3                0.11             19,321,123               24.42




                                                                                                                                       SEG INTERNATIONAL BHD
 TOTAL                                                2,757               100.00             79,132,755              100.00


Substantial Shareholders as at 30 April 2003

                                                                                                                                      [ 115 ]
According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial
shareholders (excluding bare trustees) of the Company:-



                                                                                       No. of shares held


          Name of Shareholders                                            Direct         %                Indirect             %


   1.     Kumpulan Emas Berhad (“KEB”)                               22,520,025        28.46            2,235,000#            2.82


   2.     Dr Patrick Teoh Seng Foo                                          -            -              24,755,025**          31.28


   3.     Meda Capital Sdn Bhd                                              -            -              24,755,025+           31.28


   4.     Koperasi Pegawai-Pegawai Melayu Malaysia Bhd (MOCCIS)         15,226,865     19.24                 -                  -


   5.     Dato’ Pahamin A. Rajab                                            -            -              15,226,865*           19.24


   6.     Datin Fadzilah Bte Saad                                           -            -              15,226,865*           19.24


   7.     Tuan Haji Mohd Razi bin Yaacob                                    -            -              15,226,865*           19.24
 Analysis of Shareholdings as at 30 April 2003

                                                                                                                    No. of shares held


                                      Name of Shareholders (Continued)                                Direct          %              Indirect        %


                                8.    Ladang MOCCIS Sdn Bhd                                          4,060,613       5.13                -            -


                                9.    Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub               11,200         0.01          19,287,478++     24.37


                                10.   Datin Mah Ming Yuet                                            5,466,883       6.91          1,410,531##       1.78


                              Directors’ Shareholdings



                                                                                                                      No. of shares held


                                      Name of Directors                                                  Direct              %           Indirect    %


                                1.    Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub                  11,200             0.01      19,287,478    24.37


                                2.    Dr Patrick Teoh Seng Foo                                             -                 -        24,755,025    31.28
  SEG INTERNATIONAL BHD




                                3.    Clement Hii Chii Kok                                              776,000             0.98             -        -


                                4.    Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas         297        Negligible             -        -


                                5.    Dato’ Pahamin A. Rajab                                               -                 -        15,226,865    19.24

[ 116 ]
                                6.    Datin Fadzilah Bte Saad                                              -                 -        15,226,865    19.24


                                7.    Tuan Haji Mohd Razi bin Yaacob                                       -                 -        15,226,865    19.24


                          *      Deemed interest held through MOCCIS
                          **     Deemed interest held through his direct and indirect interest in KEB through Meda Capital Sdn Bhd
                          +      Deemed interest held through KEB
                          ++ Deemed interest held through MOCCIS and Ladang MOCCIS Sdn Bhd
                          #      Deemed interest held through Sawitani Sdn Bhd, a wholly-owned subsidiary of KEB
                          ## Deemed interest held through persons connected
Thirty Largest Shareholders



         Name of Shareholders                                                No. of shares    %

         Alliancegroup Nominees (Tempatan) Sdn Bhd
  1.
        - Kumpulan Emas Berhad                                                7,490,000      9.47
         Aseam Malaysia Nominees (Tempatan) Sdn Bhd
  2.
        - Koperasi Pegawai-Pegawai Melayu Malaysia Bhd                        7,000,000      8.85
         AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad
  3.
        - Kumpulan Emas Berhad                                                4,831,123      6.11

  4.     Koperasi Pegawai-Pegawai Melayu Malaysia Berhad (MOCCIS)             4,304,865      5.44

         Cimsec Nominees (Tempatan) Sdn Bhd
  5.
        - Kumpulan Emas Berhad                                                3,945,780      4.99

  6.     Datin Mah Ming Yuet                                                  3,653,783      4.62

         Merchant Nominees (Tempatan) Sendirian Berhad
  7.
        - Koperasi Pegawai-Pegawai Melayu Malaysia Berhad                     2,410,000      3.05
         HSBC Nominees (Tempatan) Sdn Bhd
  8.
         HSBC (M) Trustee Bhd for OSK-UOB Small Cap Opportunity Unit Trust    2,356,000      2.98
         Merchant Nominees (Tempatan) Sendirian Berhad
  9.
        - Ladang MOCCIS Sdn Bhd                                               2,260,000      2.86




                                                                                                     SEG INTERNATIONAL BHD
         MIDF Sisma Nominees (Tempatan) Sdn Bhd
  10.
        - Sawitani Sdn Bhd                                                    2,235,000      2.82

  11.    Kumpulan Emas Berhad                                                 2,171,210      2.74

         Public Nominees (Tempatan) Sdn Bhd
  12.                                                                         2,000,000      2.53
        - Kumpulan Emas Berhad
         Alliancegroup Nominees (Tempatan) Sdn Bhd                                                  [ 117 ]
  13.                                                                         1,860,000      2.35
        - Datin Mah Ming Yuet

  14.    Ladang MOCCIS Sdn Bhd                                                1,800,613      2.28

         Minister of Finance
  15.                                                                         1,512,000      1.91
        - Akaun Jaminan Pinjaman Kerajaan Persekutuan
         Mayfin Nominees (Tempatan) Sdn Bhd
  16.                                                                         1,307,000      1.65
        - Kumpulan Emas Berhad

  17.    Pujian Wajar Sdn Bhd                                                 1,302,000      1.65


  18.   Cheam Shaw Fin                                                        1,060,000      1.34

         AMMB Nominees (Tempatan) Sdn Bhd Amtrustee Berhad
  19.                                                                          862,000       1.09
        - BHLB Pacific Dana Al-Ihsan
         JS Nominees (Tempatan) Sdn Bhd
  20.                                                                          831,600       1.05
        - Perdana Technology Venture Sdn Bhd
         SBBAM Nominees (Tempatan) Sdn Bhd
  21.                                                                          800,000       1.01
        - Yayasan Mohd Noah
         Alliancegroup Nominees (Tempatan) Sdn Bhd
  22.                                                                          767,600       0.97
        - Tan Hong Aik
 Analysis of Shareholdings as at 30 April 2003
                          Thirty Largest Shareholders



                                   Name of Shareholders (Continued)              No. of shares    %


                            23.   Formis Holdings Berhad                           750,000       0.95

                                   Hong Leong Finance Berhad
                            24.
                                  - Lim Chee Khang                                 617,000       0.78
                                  EB Nominees (Tempatan) Sendirian Berhad
                            25.
                                  Mohd Nor bin Ibrahim                             600,000       0.76
                                   Cartaban Nominees (Tempatan) Sdn Bhd
                            26.
                                  - Cheam Tow Yong                                 600,000       0.76
                                   BBMB Securities Nominees (Tempatan) Sdn Bhd
                            27.
                                  - Perdana Technology Venture Sdn Bhd             558,600       0.71

                            28.   Clement Hii Chii Kok                             556,000       0.70

                                   HDM Nominees (Tempatan) Sdn Bhd
                            29.
                                  - Kumpulan Emas Berhad                           526,000       0.66

                            30.    Kee Shih-Lene                                   501,531       0.63
  SEG INTERNATIONAL BHD




[ 118 ]
_________________________________________________________________________________________




                                                                                            FORM OF PROXY

                                                                                            I/We ___________________________________________________________________________________________
                                                                                            of _____________________________________________________________________________________________
                                                                                            being a member/members of SEG International Bhd hereby appoint _____________________________________________
                                                                                            of _____________________________________________________________________________________________
                                                                                            or failing him/her _________________________________________________________________________________
                                                                                            of _____________________________________________________________________________________________
                                                                                            or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Seventeenth Annual
                                                                                            General Meeting of the Company to be held at Room Pahlawan 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan
                                                                                            USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 25 June 2003 at 3.00 p.m. and at any adjournment thereof.


                                                                                            My/Our proxy is to vote either on a show of hands or on a poll as indicated below with an “X”:



                                                                                                     RESOLUTIONS                                                                                                     FOR                    AGAINST

                                                                                                 1. To adopt the Financial Statements and Reports

                                                                                                 2. To declare a final dividend of 7% less tax

                                                                                                 3. To approve the payment of Directors’ Fees




                                                                                                                                                                                                                                                               SEG INTERNATIONAL BHD
                                                                                                 4. To re-elect the following as Directors:

                                                                                                     (a) Mr Kee Lian Yong
                                                                                                     (b) YBhg Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
                                                                                                     (c) YBhg Dato Pahamin A. Rajab
                                                                                                     (d) YBhg Datin Fadzilah Bte Saad

                                                                                                 5. To re-elect YB Senator Tan Sri Dato’ Seri (Dr) Abdullah bin Ayub as Director                                                                              [ 119 ]
                                                                                                     pursuant to Section 129 of the Companies Act, 1965.

                                                                                                 6. To re-appoint Messrs KPMG as Auditors and authorise the Directors to fix their
                                                                                                     remuneration.

                                                                                                 7. As special business, to approve the ordinary resolution pursuant to Section 132D
                                                                                                     of the Companies Act, 1965


                                                                                            Dated this __________ day of __________________________ 2003



                                                                                            _________________                                                                                                _______________________________
                                                                                            Number of shares held                                                                                                         Signature of member(s)

                                                                                            Notes:
                                                                                            1.    If you wish to appoint other person (s) to be your proxy, delete the words “the Chairman of the meeting” and insert the name(s) and address(es) of the
                                                                                                  person(s) desired in the space so provided.
                                                                                            2.    If there is no indication as to how you wish your vote(s) to be cast, the proxy will vote or abstain from voting at his/her discretion.
                                                                                            3.    A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
                                                                                            4.    A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where two proxies are appointed, the proportions
                                                                                                  of shareholdings to be represented by each proxy must be specified in order for the appointments to be valid.
                                                                                            5.    Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least
                                                                                                  one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
                                                                                            6.    If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its Attorney.
                                                                                            7.    All Forms of Proxy must be deposited at the Registered Office of the Company at 10th Floor, Menara Summit, Persiaran Kewajipan, USJ1, 47600 UEP Subang
                                                                                                  Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the Meeting or adjourned meeting.
                                                           _________________________________________________________________________________________
                              FOLD HERE

________________________________________________________________


                                                   STAMP
                    SEG INTERNATIONAL BHD
                   10TH FLOOR MENARA SUMMIT
                    PERSIARAN KEWAJIPAN USJ 1
                      47600 UEP SUBANG JAYA
                     SELANGOR DARUL EHSAN




________________________________________________________________
                              FOLD HERE

				
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