Wah Seong final (TAN) - Malaysiastock.biz Chief Executive Officer’s Statement 16 ... 20 Corporate Structure 21 Worldwide Operations 22 Core Values 26 Corporate Social Responsibility

COVER RATIONALEEven in the midst of the volatility of our times, we remain steadfast and focused.

· Focused on opportunities because in times of crisis, opportunities abound.· Focused on sustainability because if we plan to be here for a very long time, building

strength, agility and adaptability in the long term is imperative.· Focused on growth because whatever else is expedient today, growth still remains our long

term target.· Focused on quality because we know it is ultimately the quality of our deliverables and

operations that will drive us towards becoming a global company.· Focused on relationships because we believe that the success of our business relies on our

ability to manage our relationships with all our stakeholders.

C NTENTS

ANNUAL REPORT 2008

4 Corporate Profile5 Corporate Information6 Financial Highlights8 Chairman’s Message10 Managing Director/Group

Chief Executive Officer’s Statement

16 Board of Directors17 Profile of the Board of

Directors20 Corporate Structure21 Worldwide Operations22 Core Values26 Corporate Social

Responsibility28 Health, Safety and

Environment30 Audit Committee34 Remuneration Committee37 Nomination Committee

40 Option Committee43 Statement on Corporate

Governance52 Additional Compliance

Information55 Statement on Internal

Control57 Statement of Directors’

Responsibilities58 Directors’ Report65 Statement by Directors and

Statutory Declaration66 Report of the Auditors68 Balance Sheets70 Income Statements71 Consolidated Statement of

Changes in Equity

73 Statement of Changes inEquity

74 Cash Flow Statements77 Notes to the Financial

Statements160 Summary of Significant

Recurrent Related PartyTransactions

161 Summary of Landed Properties

165 Analysis of Shareholdings,ICULS and WarrantsHoldings

172 Notice of Ninth AnnualGeneral Meeting

177 Statement AccompanyingNotice of Ninth AnnualGeneral MeetingProxy Form

“The Chinese use two brush strokes to writethe word ‘crisis’. One brush stroke stands fordanger, the other for opportunity. In a crisis,be aware of the danger but recognize theopportunity.” John F Kennedy

OPPORTUNITIES

CORPORATE PROFILE

Today, the Group organises itself in two distinct business divisions. The oil and gas division comprises three main business units:

• Specialised Pipe Coating and Corrosion Protection Services• Engineering Services - Design and fabrication of gas compression and process equipment packages and rental of gas

compressors• E&P Products and Services

The industrial services division comprises two main business units:

• Infrastructure/Building Materials• Agro Based Engineering

Listed on Main Board of Bursa Malaysia Securities Behad Wah Seong Corporation Berhad, offers its products and services in morethan 20 countries worldwide. It aspires to be a global oil and gas services group by 2012.

“The Group, founded in 1994, has grown frombeing a mid-sized Malaysian enterprise to a majorAsian oil and gas services group today”

Directors

1. Robert Tan Chung MengNon-IndependentNon-Executive Chairman

2. Chan Cheu LeongManaging Director/Group Chief Executive Officer

3. Giancarlo MaccagnoDeputy Managing Director

4. Halim Bin Haji DinIndependent Non-Executive Director

5. Tan Sri Ab Rahman Bin OmarIndependent Non-Executive Director

6. Tan Sri Dato’ Dr. Lin See YanIndependent Non-Executive Director

7. Jen (B) Tan Sri Dato’ Seri MohdZahidi Bin Haji ZainuddinNon-Independent Non-Executive Director

8. Pauline Tan Suat MingNon-Independent Non-Executive Director

Company Secretaries

1. Woo Ying Pun(MAICSA 7001280)

2. Lam Voon Kean(MIA 4793)

Auditors

PricewaterhouseCoopers(AF 1146)

Solicitors

1. Shearn Delamore & Co.2. Jeyaratnam & Chong

Principal Bankers

1. OCBC Bank (M) Berhad2. RHB Bank Berhad3. Citibank Berhad

Principal Advisers

CIMB Investment Bank BerhadAmlnvestment Bank Berhad

Share Registrar

Agriteum Share Registration ServicesSdn Bhd2nd Floor, Wisma Penang Garden42 Jalan Sultan Ahmad Shah10050 PenangTel : 04-2282321Fax : 04-2272391Email : [email protected]

Registered Office

Suite 2-1, 2nd FloorMenara Penang Garden42A Jalan Sultan Ahmad Shah10050 PenangTel : 04-2294390Fax : 04-2265860Email : [email protected]

Stock Exchange Listing

Main Board of Bursa MalaysiaSecurities Berhad

Date of Listing

9 July 2002

Category

Industrial Products

Stock Code No.

5142

Stock Name

WASEONG

Audit Nomination Remuneration OptionCommittee Committee Committee Committee

Chairman Halim Bin Haji Din Robert Halim Bin Haji Din Halim Bin Haji DinTan Chung Meng

Member Tan Sri Ab Rahman Tan Sri Ab Rahman Tan Sri Ab Rahman PaulineBin Omar Bin Omar Bin Omar Tan Suat Ming

Member Tan Sri Dato’ Halim Bin Haji Din Chan Cheu Leong Chan Cheu LeongDr. Lin See Yan

Wah Seong Corporation BerhadANNUAL REPORT 2008/4

CORPORATE INFORMATION

5

FINANCIAL HIGHLIGHTS

Five-Years Group Financial Highlights

Financial year ended 31 December2004 2005 2006 2007 2008

OPERATING RESULTS

Revenue RM’000 757,773 1,285,663 1,624,348 1,950,112 2,343,194EBITDA RM’000 82,812 120,117 129,945 184,696 219,841EBIT RM’000 68,067 117,820 97,309 140,718 183,258Profit Before Tax RM’000 56,880 97,959 71,604 115,121 152,913Net Profit RM’000 47,692 85,207 50,189 97,231 133,049Net Profit Attributable to Equity Holders of the Company RM’000 25,764 54,845 37,414 86,039 115,596

KEY BALANCE SHEET DATA

Total Assets RM’000 762,952 1,348,035 1,384,419 1,560,146 2,129,594Paid-up Capital RM’000 172,523 189,775 197,780 214,618 328,500Shareholders' Fund Attributable to

Equity Holders of the Company RM’000 223,017 335,597 371,984 470,001 791,166

VALUATION

Per share of RM0.50 each

Basic Earnings sen 4.36 9.06 5.98 13.58 15.68Gross Dividend sen 2.75 4.50 5.00 6.00 4.50Tax Exempt Dividend sen - - - - 1.50Net Assets RM 0.65 0.88 0.94 1.09 1.20

PROFITABILITY RATIOS

Return on Total Assets % 9 9 7 9 9Return on Capital Employed % 13 16 12 17 14

GEARING RATIO

Net Debt to Shareholders' Fund Attributable toEquity Holders of the Company Times 1.06 0.98 1.02 0.75 0.56

SUSTAINABILITY“In the struggle for survival, the fittest win out at the expense of their rivals because they succeedin adapting themselves best to their environment.” Charles Darwin

CHAIRMAN’S MESSAGE

Dear Shareholders,

On behalf of the Board of Wah Seong Corporation Berhad(“WSC”), I am pleased to present the Annual Report and theAudited Financial Statements of the Group and of the Companyfor the financial year ended 31 December, 2008.

OVERVIEW

2008 was an extremely challenging year in view of theunprecedented and adverse effect of the global financial crisis,serious economic slowdown and recession, as triggered by thesub-prime debacle in the US banking sector in 2007. In addition,the massive price collapse of oil and other soft and hardcommodities due to a reduction in global demand, particularly inthe fourth quarter of 2008 posed even greater uncertainties andchallenges across the global business environment.

Although Malaysia and many Asian economies were less affectedby the financial and economic turmoil in the US and thedeveloped economies, 2009 will be an equally challenging yearwith many countries remaining in recession or major economicslowdown. However, recent preliminary indicators suggest that theglobal economy will probably stabilise with green shoots emergingby 2010 or early 2011, which should be positive for global energyconsumption and hence further recovery in crude oil prices.

PERFORMANCE REVIEW

WSC achieved another year of strong performance, with broad-based earnings growth across most divisions as the Group'srevenue increased by 20.2% to a record high of RM 2.34 billionfor the financial year ended 31 December 2008 as compared toRM 1.95 billion recorded in 2007. The Group's full year net profitrose by 34.4 % to RM 115.6 million in 2008, versus RM 86.0million last year.

CURRENT YEAR'S PROSPECT

The current financial year is expected to remain challenging in2009 as the global financial crisis has not fully subsided and theresulting economic uncertainties may continue to impact theindustries in which we serve. Nevertheless, the company willremain vigilant and continue to focus on operational efficiencies,evaluating risks more stringently, managing and reducing costs,consistently improving the bottom line in all of the Group'soperations and alignment of the Group's business strategies inorder to remain competitive in the industries we are involved in.The Group expects a steady long-term growth despite the currentslowdown as it would not deter the Group's committed andplanned projects scheduled for the current year.

The Group's timely efforts in consolidation, rationalisation, costcontrol and efficiency improvement together with various pre-emptive measures including the capital raising in 2008 ashighlighted in my 2007 statement, are now bearing fruit. Barringunforeseen circumstances, we expect further strengthening of theGroup's balance sheets and fundamentals.

DIVIDEND

The Board had declared and paid the following dividends inrespect of the financial year ended 31 December 2008 in line withthe aim of rewarding its shareholders:-

(i) First interim dividend of 4%, less 26% income tax and a special dividend of 2%, less 26% income tax was paid on 10 October 2008.

(ii) Second interim dividend of 3.0 sen per share comprising:-

(a) gross dividend of 1.5 sen per share less 25% income tax; and

(b) tax exempt dividend of 1.5 sen per share;

was paid on 28 April 2009.

ACKNOWLEDGEMENT

On behalf of the Board of Directors, I would like to record ourutmost appreciation to the Management team and staff for theirrelentless and continued hard work in making the Group'sachievements and success, possible.

My sincere appreciation and thanks to all our shareholders,clients, business associates, suppliers, financiers, consultantsand government authorities and regulatory bodies for theircontinued confidence and support in us.

Thank you.

Robert Tan Chung MengNon-Executive Chairman

QUALITY“Quality means doing it right when no one islooking.” Henry Ford

Wah Seong Corporation BerhadANNUAL REPORT 200811/10

MANAGING DIRECTOR/GROUPCHIEF EXECUTIVE OFFICER’S STATEMENT

Dear Shareholders and Associates,

Wah Seong Corporation Berhad (“WSC”) continued to postencouraging results for the financial year ending 31 December2008, despite adverse global financial and economicconditions. On behalf of the Board of Directors, I am honouredto present my yearly review of the performance and operationsof WSC and its subsidiaries (“Group”) for the financial yearended 31 December 2008.

Overall Financial Review

The Group recorded a revenue of RM 2,343.2 million and profitbefore tax of RM 152.9 million compared with RM1,950.1 millionand RM 115.1 million respectively in 2007. This represents animpressive growth of 20.2% in revenue and 32.8% in profit beforetaxes. In line with the increases, the Group registered a 19 %improvement in Earnings before Interest, Tax, Depreciation andAmortisation (EBITDA) to RM 219.8 million from RM 184.7million achieved in 2007.

The financial position of the Group remained strong with totalassets strengthened to RM 2,129.6 million from RM 1,560.1million in the previous year. The shareholders' funds registered astrong growth of 68.3 % to RM 791.2 million from RM 470.0million in 2007, a reflection of the Board's and management'ssound and prudent financial management and good corporategovernance in enhancing long-term shareholder value. The Groupis committed to sustainable long-term growth.

Oil & Gas Division

WSC's Oil & Gas Division (O&GD) achieved a total revenue of RM1,508.6 million for 2008, representing an increase of 22.7% over2007, which accounted for about 64.4% of the Group's totalturnover in 2008.

The Group's specialized pipe coating and corrosion protectionbusiness unit managed to contribute significantly to theperformance of the Group through securing the TurkmenistanBlock 1 Gas Development Project and the Gumusut KakapProject. The value of the contracts secured amounts toapproximately RM 245.0 million. These contracts are expected tocontribute positively to the earning of WSC Group for the financialyears ending 31 December 2008 and 2009. The order book forthe specialized pipe coating and corrosion protection unit nowstands at RM 417.0 million while the company is bidding for overRM 3 billion worth of jobs. Currently, 60 - 70% capacity has beenlocked in for the pipe-coating plant in Kuantan.

On the Group's engineering unit, Gas Services International (GSI)performed reasonably well. Through GSI, the group moved

strongly into the business of manufacturing and rental of gascompressors. Over the last three years, the group has increasedits rental fleet to 70,000 horse power (HP) and is on track to growto a projected 100,000HP in 2009 / 2010. This is in line with theGroup's strategy to create sustainable recurring rental and O&Mincomes.

In 2008, WSC also disposed its 100 percent shareholding in DelcoAustralia Pty Ltd, the oil and gas pipeline construction unit.Although Delco suffered losses in 2006 and 2007, the businessshowed a turnaround in 2008. After conducting an internalstrategic review of this business, it was concluded that eventhough it served the oil & gas industry, fundamentally, Delco wasin the construction business with low margins anddisproportionately high risks and did not fit the Group's overalllong term strategy - which is to further develop our corebusinesses of pipe coating / corrosion protection and engineering.

Industrial Services Division

Revenue from WSC's Industrial Services Division (“ISD”) whichcomprises three business units, i.e. Agro Based Engineering,Infrastructure and Building Materials, grew 16.2% to RM 831.7million versus RM 715.6 million in 2007.

During the year, the Agro-Industries business unit under PMTIndustries Sdn Bhd (PMT), acquired a 70% stake in Dong YuanEngineering which is involved in the design, fabrication, assemblyand supply of palm kernel oil machinery and equipment to kernelcrushing plants both in the country and abroad. The acquisitionof Dong Yuan Engineering is synergistic to the business of PMTand is expected to contribute positively to the results of ISD.

ISD is expected to perform satisfactorily in view of the significantstimulus packages being implemented in Malaysia and in theregion resulting in higher regional infrastructure developmentsand steady improvement in Crude Palm Oil prices (CPO).

MANAGING DIRECTOR/GROUPCHIEF EXECUTIVE OFFICER’S STATEMENT

Corporate Strategy

Our success lies in our ability to adapt and respond to our client'sneeds and requirements through technical competence andtechnological innovation. By leveraging on our past experienceand track record and looking ahead towards new technologiesand methods, we have been successful in tapping and acquiringnew project opportunities. The diversity of our revenue base whichamongst others, includes pipe coating & corrosion protection,engineering, agro-based engineering and building materials,provides us with a stable and steady revenue flow.

The capability and quality of our people, and their commitment toteamwork and our long term business vision provide the Groupwith a sound foundation for sustainable growth. In this context, weactively nurture and invest in the development and growth of ourhuman capital as well as the strengthening of our values andperformance driven culture. We believe that above all else,especially in these challenging times, it will be our people's effortsand dedication that will position us in good stead to maintain ourexcellent record of achieving good results.

Since undertaking various major acquisitions in 2005 / 2006, theGroup continued to consolidate and rationalise its operations,focusing on cost and efficiency improvements, and strengtheningits financial position. We have been able to steadily enhance ourshareholders' value through internal growth. With its relativelystrong financial base the Group is now ready to embark on somemergers and acquisitions (M&A) that would be synergistic andenhance the competitive positions of our various core businessunits.

Outlook for the year 2009

Following the sharp price decline in commodities that occurredduring the second half of 2008 and particularly in that of thecrude oil price, the global oil market has remained relatively stablesince the beginning of year 2009. This situation is expected tocontinue throughout most of 2009, until the economy recovers inthe United States and elsewhere, which should then lead to abounce back in the growth of oil demand. The future direction ofworld oil prices in the short-term will largely depend upon thetiming and pace of the recovery of the global economy.Nevertheless, WSC is confident that the strategic decisions madethis year would place us in an excellent position to perform evenbetter for the following years.

Global economic activity drives oil and gas supply and demandand this drives requirements for new pipeline infrastructure. TheGroup's specialized pipe coating and corrosion protectionbusiness is well positioned to take advantage of emerging marketsin China and to address the challenges of future deepwaterexploration. Global economic activity declined during the secondhalf of 2008 which in turn reduced energy demand and resultedin lower oil prices. Global production of oil has reduced but this isexpected to be a short term impact. A prolonged reduction in oiland gas demand with a reduction in the demand for new pipelineinfrastructure could have an impact on the demand for theproducts provided by the Group in the short term.

In the longer term the driver of future energy demand is likely tobe the growth of the economies of India and China. This will drivethe requirement for future pipeline infrastructure. Increasingpopulation growth and rapid urbanisation particularly in Asia andnewly industrialised economies will be positive for future energyand oil demand, while supply continues to encounter constraints.In addition exploration in more challenging environments such asdeepwater and ultra deepwater fields will require specialisedinsulation systems. The Group has invested in specialised pipecoating and insulation systems in order to position itself to be ableto service such demand.

Wah Seong Corporation BerhadANNUAL REPORT 2008/12 13

Over the last two years through 2008, the Group has invested significant financialresources in increasing and developing its productive and engineeringcapabilities and facilities, principally in deepwater corrosion protection andcompressors rental fleets, which are now generating income streams. In thisregard, we anticipate minimal capital expenditure to be incurred for 2009 and2010 which should translate into improved cash flows and further strengtheningof the Group's balance sheet in 2009.

As for ISD, the outlook for 2009 is positive as the Infrastructure & BuildingMaterials business units stand to benefit from the various regional governmentstimulus projects that have been announced. We are just as positive about theoutlook for our Agro Based Engineering business following recent impressivegains in crude palm oil prices and also contributions from our newly acquiredsubsidiary.

Acknowledgement

Before I take my leave, I would like to extend my heartfelt appreciation to themanagement and staff of the Group for their timeless effort and commitmentthroughout the year. I would also like to convey my sincere gratitude to ouresteemed Board of Directors for their invaluable guidance, and to allshareholders, clients, suppliers, bankers, business associates, the investmentcommunity and regulatory authorities for their constant support and cooperation.

Chan Cheu LeongManaging Director / Group Chief Executive Officer

* Graphical presentation of chart excludes others. For complete segmental analysis, refer to note 48 of the audited financial statements.

* Graphical presentation of chart excludes others. For complete segmental analysis, refer to note 48 of the audited financial statements.

0

50

100

150

200

250

41.4

107.5

43.0

127.1

FYí07 FY ’08

ISD

O&GD

Segment Operating Profit

ISD 36%

O&GD64%

FY’08 Total RM2,343.2 million

FY’08

ISD 37%

O&GD63%

FY’07 Total RM1,950.1 million

FY’07

Segment Revenue

MANAGING DIRECTOR/GROUPCHIEF EXECUTIVE OFFICER’S STATEMENT

O“Without continual growth and progress,such words as improvement, achievementand success have no meaning.” BenjaminFranklin

GROWTH

BOARD OF DIRECTORS

1. ROBERT TAN CHUNG MENGNon-Independent Non-Executive Chairman

2. CHAN CHEU LEONGManaging Director/Group ChiefExecutive Officer

3. TAN SRI AB RAHMAN BIN OMARIndependent Non-Executive Director

4. HALIM BIN HAJI DINIndependent Non-Executive Director

5. GIANCARLO MACCAGNODeputy Managing Director

6. PAULINE TAN SUAT MINGNon-Independent Non-Executive Director

7. TAN SRI DATO’ DR. LIN SEE YANIndependent Non-Executive Director

8. JEN (B) TAN SRI DATO’ SERI MOHDZAHIDI BIN HAJI ZAINUDDINNon-Independent Non-Executive Director

1

5

8

2

4

7

3

6

Wah Seong Corporation BerhadANNUAL REPORT 2008/16

PROFILE OF THEBOARD OF DIRECTORS

1. ROBERT TAN CHUNG MENG

Non-IndependentNon-Executive Chairman

Mr Robert Tan, a Malaysian aged 56,was appointed Chairman of Wah SeongCorporation Berhad (“WSC”) on 22 May2002.

Mr Robert Tan has vast experience inthe property and hotel industry. Afterstudying Business Administration in theUnited Kingdom, he was attached to aChartered Surveyor's firm for one (1) year.He has also developed a housing projectin Central London before returning toMalaysia. He has been involved invarious development projects carriedout by IGB Corporation Berhad andTan & Tan Developments Berhad, inparticular the Mid Valley Project.

Currently, Mr Robert Tan is the ManagingDirector of IGB Corporation Berhad,the Group Managing Directorof KrisAssets Holdings Berhad and aDirector of Tan & Tan DevelopmentsBerhad. He also sits on the Board ofseveral private limited companies.

3. TAN SRI AB RAHMAN BIN OMAR

Independent Non-Executive Director

Tan Sri Ab Rahman, a Malaysian aged 62,was appointed to the Board of WSC on1 October 2003.

Tan Sri Ab Rahman holds an HonoursDegree in Economics from the Universityof Malaya. Tan Sri Ab Rahman served inthe Administration & Diplomatic Serviceof the various Government Departmentsi.e. the Statistics Department, the Ministryof Commerce & Industry and the Ministryof Primary Industry from 1970 to 1973before opting out of civil service in 1978.He was seconded to Pineapple CanneryMalaysia Sdn Bhd as the Finance &Administrative Manager in late 1973 andwas subsequently promoted as GeneralManager before becoming a Director forthe period from 1980 to 1993. He wasthe Managing Director of PerusahaanOtomobil Kedua Sdn Bhd from May1996 to 1 May 2004.

Concurrently, Tan Sri Ab Rahman wasappointed as Director of Edaran OtomobilNasional Berhad (“EON”) from 1989 to1996 and reappointed as Chairman andDirector of EON from 2006 to 2008,Director of PROTON from 1991 to 1996and Director of DRB-Hicom Berhad fromDecember 2005 to July 2008. Currently,Tan Sri Ab Rahman is the Chairman ofPerusahaan Sadur Timah Malaysia(Perstima) Berhad and ChemicalCompany of Malaysia Berhad. He isalso a Director of several other privatelimited companies.

2. CHAN CHEU LEONG

Managing Director/Group Chief Executive Officer

Mr Chan, a Malaysian aged 58, is theManaging Director and Group ChiefExecutive Officer of WSC. He wasappointed to the Board of WSC on22 May 2002.

Mr Chan attained a Bachelor of Science(Hon) Degree in Engineering Productionin 1974 from the University ofBirmingham under a Colombo PlanAward and began his career by joiningthe Singapore Administrative Service.He left the Ministry of Finance, Singaporein 1976 to pursue his Master in BusinessAdministration from the London BusinessSchool.

Upon successful completion of the same,he joined ESSO Production MalaysiaIncorporated as their Senior FinancialAnalyst before joining Tractors MalaysiaBerhad as their Group Treasurer in 1981.Thereafter, he left to become theGroup Executive Director for GeneralCorporation Berhad from 1984 to 1990before assuming the position of ManagingDirector of Tan & Tan DevelopmentsBerhad from 1990 to 1995. In 1994,he established Wah Seong IndustrialHoldings Sdn Bhd and subsequentlyformed WSC, which was listed on theMain Board of Bursa Malaysia SecuritiesBerhad on 9 July 2002. He has extensiveexperience in the property, manufacturingand financial fields Mr Chan is a Trusteeof Yayasan Wah Seong and he also sits onthe Board of several other private limitedcompanies.

17

PROFILE OF THEBOARD OF DIRECTORS

5. GIANCARLO MACCAGNO

Deputy Managing Director

Mr Maccagno, an Italian aged 45,was first appointed as an ExecutiveDirector of WSC on 1 June 2004 andsubsequently promoted to be the DeputyManaging Director on 1 January 2007.Mr Maccagno is also the Chief ExecutiveOfficer of the WSC Group's Oil and GasDivision. He is responsible for the overallbusiness and management operations ofthe WSC Group.

Mr Maccagno attained his Bachelor inBusiness Administration from TecnicoCommerciale Maddalena Adria (RO) Italyin 1982, after which he worked withSocotherm S.R.L, Italy from 1984 to 1987as a Trainee in Production and ProjectManagement. He was appointed asProject Manager for Socotherm S.R.L inNigeria from 1987 to 1990 and was brieflyseconded to Petro-Pipe Industries (M) SdnBhd (“PPI”) in 1990 to assist in thesetting up of PPI's coating plant inKuantan, Malaysia. After serving asCountry Manager for Socotherm S.R.L inTaiwan from 1991 to 1992, he returnedto Malaysia in 1993 to be the GeneralManager of PPSC Industries Sdn Bhd inKuantan, Malaysia. He has vastexperience in the global pipe coatingbusiness and the oil and gas businessin general.

Mr Maccagno also sits on the Board ofseveral other private limited companies.

4. HALIM BIN HAJI DIN

Independent Non-Executive Director

En Halim, a Malaysian aged 62,was appointed to the Board of WSC on22 May 2002.

En Halim is a Chartered Accountantand has more than thirty (30) years ofworking experience in the multinationalcorporations and international consultingfirms. He has an accumulated eighteen(18) years of experience working in the Oiland Gas Industry - six (6) years of whichas a Board member of Caltex/Chevron,responsible for the financial managementbefore engaging in the consultingbusiness. He was the Managing Partnerof the Consulting Division of Ernst &Young Malaysia. He later became the VicePresident of Cap Gemini Ernst & YoungConsulting when Cap Gemini of Francemerged with Ernst & Young Consulting.In 2003, he together with two (2) of hispartners took over the consulting businessof Cap Gemini Ernst & Young Malaysiaand rebranded it as Innovation Associates,now known as the IA Group, where he iscurrently the Group Managing Director.

En Halim is also an independent memberof the Board of MMC Corporation Berhad,KrisAssets Holdings Berhad and TakafulIkhlas Sdn Bhd. He is also a Director ofseveral other private limited companies.

6. PAULINE TAN SUAT MING

Non-Independent Non-Executive Director

Ms Pauline Tan, a Malaysian aged 63,was appointed to the Board of WSC on22 May 2002.

Ms Pauline Tan is a holder of Bachelorof Science (Honours) in Biochemistryfrom University of Sussex, England andshe has attained her Fellowship statusin March 2005 with The MalaysianInstitute of Chartered Secretaries andAdministrators. She started her careeras a chemist with Malayan SugarManufacturing Company Bhd from 1969to 1972. She then joined Tan Kim YeowSendirian Berhad as an Executive Directorin 1976 and subsequently joined WahSeong (Malaya) Trading Co. Sdn Bhd in1983 and was made an Executive Directorin 1994. Currently, she is a Director of IGBCorporation Berhad and Goldis Berhad,a Trustee of Yayasan Wah Seong and alsosits on the Board of several other privatelimited companies.

Wah Seong Corporation BerhadANNUAL REPORT 2008/18 19

8. JEN (B) TAN SRI DATO’ SERI MOHDZAHIDI BIN HAJI ZAINUDDIN

Non-Independent Non-Executive Director

Jen (B) Tan Sri Dato' Seri Mohd Zahidi,a Malaysian aged 61, was appointed tothe Board of WSC on 29 November 2005.

Jen (B) Tan Sri Dato' Seri Mohd Zahidiserved the Malaysian Armed Forces forthirty nine (39) years, and has held manykey appointments in the field as well as atthe ministerial level. He was the Chief ofthe Malaysian Defence Forces with therank of General from 1 January 1999 untilhis retirement on 30 April 2005. Prior tothis appointment, he was the MalaysianChief of Army for a period of one (1) yearfrom 1 January 1998.

Jen (B) Tan Sri Dato' Seri Mohd Zahidiis a graduate of the Senior ExecutiveProgram in National and InternationalSecurity Harvard University USA,Command and General Staff CollegePhilippines, Joint Services Staff CollegeAustralia and National Defence CollegePakistan. He also holds a Master ofScience Degree (Defence and StrategicStudies) from the Quaid-i-Azam University,Islamabad, Pakistan.

He is currently the Chairman of AffinHoldings Berhad, a subsidiary of theArmed Forces Trust Fund (“LembagaTabung Angkatan Tentera”) since17 October 2005. His currentdirectorships in other public companiesinclude Cahya Mata Sarawak Berhad,Resorts World Bhd, Bintulu Port HoldingsBerhad, Bandar Raya DevelopmentsBerhad and Asiatic Development Berhad.He was elected and made a Member ofDewan Negara Perak by DYMM PadukaSeri Sultan Perak on 25 November 2006.He is a Director of Yayasan Sultan AzlanShah. He is also made a member of theMalaysian-Indonesian Eminent PersonsGroup elected by the Prime Ministersince July 2008. He is an IndependentNon-Executive Director for DRB-HicomDefence Technologies Sdn Bhd(Deftech), a subsidiary company ofDRB-HICOM Berhad Group Companies.

7. TAN SRI DATO’ DR. LIN SEE YAN

Independent Non-Executive Director

Tan Sri Dato' Dr. Lin, a Malaysian aged69 was appointed to the Board of WSCon 20 July 2004.

Tan Sri Dato' Dr. Lin is an independentstrategic and financial consultant.Qualified as Malaysia's first CharteredStatistician, he graduated from theUniversity of Malaya in Singapore andHarvard University (where he receivedthree (3) degrees, including a PhD ineconomics). He is also Professor ofEconomics (Adjunct), Universiti UtaraMalaysia, Professor of InternationalFinance and Business (Adjunct),Universiti Malaysia Sabah and anEisenhower Fellow.

Prior to 1998, he was Chairman/Presidentand CEO of Pacific Bank and for fourteen(14) years previously, Deputy Governorof Bank Negara Malaysia, having been acentral banker for thirty four (34) years.Tan Sri Dato' Dr. Lin continues to servethe public interest and some currentappointments include: Member of thePrime Minister's Economic Council &National Innovation Council and memberof the National Steering Committee toTransform Higher Education; EconomicAdvisor, Associated Chinese Chambersof Commerce and Industry of Malaysia;Member, Asian Shadow FinancialRegulatory Committee; Pro-Chancellor,Universiti Sains Malaysia; Governor, AsianInstitute of Management, Manila; Member,Advisory Board of the Malaysian-JapaneseUniversity Centre; Trustee, MalaysiaUniversity for Science & Technology andMonash University (Sunway Campus);and Chairman Emeritus, HarvardGraduate School Alumni Council atHarvard University in Cambridge (USA) aswell as Regional Director for Asia, HarvardAlumni Association at the University, andPresident, Harvard Club of Malaysia.

Tan Sri Dato' Dr. Lin advises and sits onthe Boards of a number of publicly listedand private businesses in Malaysia,Singapore, Indonesia and Hong Kongincluding Chairman, Cabot (Malaysia) SdnBhd and is a Director of Ancom Berhad,Genting Berhad, Resorts World Bhd,Fraser & Neave Holdings Bhd, JobstreetCorporation Berhad and KrisAssetsHoldings Berhad.

Notes:-

Family relationship with Director and/ormajor shareholdersMr Robert Tan Chung Meng and MsPauline Tan Suat Ming are siblings.Mr Robert Tan and Ms Pauline Tan aredeemed major shareholders of WSC andtheir interests in the securities of WSC areset out in the Analysis of Shareholdingsof this Annual Report.

Saved as disclosed herein, none of theDirectors have any family relationship withany Directors and/or major shareholders ofWSC.

Conflict of interestNone of the Directors have any conflict ofinterest with WSC.

Convicted of offencesNone of the Directors have been convictedfor any offences within the past ten (10)years other than traffic offences.