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Annual Report 2008 Elliot Chaw group of companies Chaw Media Group Network Corporation Gesellschaft mit beschränkter Haftung Caspar Wesley Corporation Gesellschaft mit beschränkter

CMGN-Caspar Wesley Annual Report

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Elliot Chaw Group of Companies, twin flagship companies, Chaw Media Group Network Corporation GmBH and Caspar Wesley Corporation GmBH. Document - Annual Report of the Financial Year 2008, ended 31 December 2008.

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  • 1. Annual Report 2008 Elliot Chaw group of companies Chaw Media Group Network Corporation Gesellschaft mit beschrnkter HaftungCaspar Wesley Corporation Gesellschaft mit beschrnkter Haftung

2. This is an important document and requires your attention. If you are in any doubt as to the action you should take, you should consult immediately your bank manager, solicitor, accountant or other independent financial adviser authorized under the Financial Services and Markets Act 2000 if you are resident in the Germany or, if you reside elsewhere, another appropriately authorized financial adviser. Annual Report 2008CMGN-Caspar Wesley 3. Board of Directors Chairman CHAW, Elliot Vice Chairman NG, Ron Chief Executive Officer SMITH, Eugine Managing Director LIM, Essen Executive Director TAN, Aaron General Manager KHOR, Katherine Quest Chaw Media Group Network Corporation GmBH Auditor Prices Waters Houses Coopers 201 Sussex StreetFrankfurt Germany 52240 Registered Office CMGN Headquarter CMGN Headquarter Plaza, 1, BIN 1A Road, Business International Network Precinct, Hamburg, Germany Bankers Sirius Bank International (Malaysia) Sdn. Bhd. Scotland Royal Dutch Banking (Holdings) Limited Park Link Financial House Co., Ltd Passion Thompson Bank Corporation Limited Website cmgn.webs.com Official Website ccnewsroom.weebly.com News Release and Announcement Site 4. Chaw Media Group Network CorporationGesellschaft mit beschrnkter Haftung("CMGN") is a renowned multinational conglomerate committed to innovation and technology. We operate a variety of businesses in 55 countries across the world with over 2,000,000 employees. We have a strong commitment to the highest standards of corporate governance, transparency and accountability, which have been recognized by the receipt of numerous awards and commendations. Our operations consist of five core businesses - ports and logistics; property and hotels; retail; energy and infrastructure, finance and investments, and others; and telecommunications. 5. Auditor Prices Waters Houses Coopers 201 Sussex StreetFrankfurt Germany 52240 Bankers Sirius Bank International (Malaysia) Sdn. Bhd. Scotland Royal Dutch Banking (Holdings) Limited Park Link Financial House Co., Ltd Passion Thompson Bank Corporation Limited Board of Directors Chairman CHAW, Elliot Vice Chairman KEEK, Austin Chief Executive Officer WESTLER, Aaron Jenson Managing Director LEE GARFIELD, Howard Kuok Cheng Qualified Accountant NEO, Jack Company Secretaries TEH, William SEIONA, Jessica Registered Office Caspar Wesley House Plaza Caspar Wesley, 7, Hudsged Road, Business International Precinct, 53320L Hamburg, Germany Website casparwesley.webs.com Official Website ccnewsroom.weebly.com News Release and Announcement Site Caspar Wesley Corporation GmBH 6. Caspar Wesley CorporationGesellschaft mit beschrnkter Haftung("Caspar Wesley") is entity owned and managed by Elliot Chaw separately with Chaw Media Group Network. Caspar Wesley Corporation Limiteds activity is focused oneight core business areas: telecommunications, utilities, development, infrastructure, media, property & hotels, information technology and healthcare & education. In addition,Caspar Wesleymanages and controls assets in other industry sectors including trading & investment, retail management and building material manufacturing. Founded in 2003,Caspar Wesley Corporation Limitedis headquartered in Hamburg,Germany and is one Europes leading industrial holdings playing a vital role in the economy ofEurope and Asia Pacific. With over 100 companies under its control (including intermediate ownership) and over 365,000 employees,Caspar Wesleymakes a significant contribution in Asia Pacifics development and is one of the nations largest investors with $60 billion of investments planned in the country in 2006-2010. 7. 8. 2008At A Glance CMGN, Caspar Wesley & Subsidiary Companies >: Leaf Link Golf & Country Resort Clubs world-class swimming pool International Swimming Competition (ISC) co-organizer, Inspire Group Holdings (M) Sdn Bhd >: Caspar Wesley University College, InspireCity Opening Ceremony 7.July.2008 : CMGN-Caspar Wesley Gala Nights 20.Feb.2008 : Guest Room at CMGN Tower 3.Dec. 2008 : InspireCity Link Airport 9.May. 2008 : Inspire Golf & Country Club 100% Done 10.Jan. 2008 : Acquired MONASH Automobile Manufacturing Inc.s project tender. Booking US$ 44 billion in next 10 years. 9.Nov. 2008 : Joint-venture with Moorvale in developing 3.5G High D-S-Q (Definition, Speed, Quality) PDAs 19.Apr. 2008 : Water-Turn-Turbine, Kinetic Energy Electricity Generation at Singapore 30.Apr. 2008 Setting the objectives, goals and strategic plans for the Group with a view to maximizing shareholders value. >Adopting and monitoring progress of the Companys strategies, budgets, plans and policies. >Overseeing the conduct of the Groups businesses to evaluate whether the businesses are properly managed. >Identifying principal risks of the Group and ensuring the implementation of appropriate systems to mitigate and manage these risks. The Board through the Risk Management Committee sets, where appropriate, objectives, performance targets and policies to manage the key risks faced by the Group. >Considering Managements recommendations on key issues including acquisitions, divestments, restructuring, funding and significant capital expenditure. >Human resources planning and development. >Reviewing the adequacy and integrity of the Companys internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. >The Board through the Strategic Direction Committee, decides on the appropriate strategic direction for the Group, particularly to manage the Group from a strategy driven perspective, with clear objectives and targets for proactive decision-making. The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference. The Board is committed to ensure that good corporate governance is practiced throughout the Group with the ultimate objective of protecting and enhancing shareholders value and the financial performance of the Company and of the Group. The Board is committed to implementing the Malaysian Code on Corporate Governance (the Code) wherever applicable in the best interest of the shareholders of the Company. BOARD COMPOSITION During the year under review, the Board consists of 9 members. Directors required to be with a mix of suitably qualified and experienced professionals in the fields of accountancy, economics, finance, civil engineering, legal and real estate development. Thiscombination of different professions and skills working together enables the Board to effectively lead and control the Company. There is clear segregation of responsibilities between the Executive Chairman, Chief Executive Officer and the Managing Director to ensure a balance of power and authority. The Managing Director is subject to the control of the Board of Directors. He is responsible for the day-to-day management of the business in accordance with the objectives and strategies established by the Board.MEETINGS AND SUPPLY OF INFORMATION Unless there are urgent matters, the Board normally meets weekly to review financial, operational and business performances, called as General Meeting. Notices and agenda of Ordinary Meetings duly endorsed by the Executive Chairman together with the relevant board papers are normally given at least 1 week prior to the meetings for the Directors to study and evaluate the matters to be discussed. The board papers provided include inter alia, financial results, business plan and budget, progress report on the Companys developments, minutes of meetings of Board Committees, regulatory/statutory updates and other operational and financial issues for the Boards information and/or approval. All Directors are entitled to information pertaining to the Company. In addition, all Directors have direct access to the advice and services of the Company Secretaries. They are not permitted to seek independent advice whenever deemed necessary, permission needs from Chairman, Vice Chairman and Chief Executive Officer (3 members). 99. Corporate Governance Statement General Meetings The Board met 78 times during the financial year ended 31 stDecember 2008 and the details of attendance of the Directors are as follows:- Attendance of Directors in General Meetings *Board of directors may allowed/invited board of management and employees join in General Meetings to discuss about corporate and business affairs.Name of Directors Number of meetings attendedPercentage of Present Eliot Chaw 70/78 89% Ron Ng 75/78 96% Eugine Smith 78/78 100% Essen Lim 70/78 89% Aaron Tan 70/78 89% Katherine Quest Khor 78/78 100% Austin Keek 70/78 89% Aaron Jenson Wrestler 78/78 100% Lee Howard Kuok Cheng Garfield 78/78 100% William Teh 78/78 100% Jessica Salina 78/78 100% Brian Phang 76/78 97% James Pollania Poae 78/78 100% Lawrence Kings 70/78 89% Jordan Maktien Madame 78/78 100% Up: Board of Directors, CMGN and Caspar Wesley 100. Corporate Governance Statement During the financial year, all the Directors had attended various training programmes and seminars organized by the relevant regulatory authorities and professional bodies to broaden their knowledge and to keep abreast with the relevant changes in law, regulations and the business environment. The training programmes, seminars and workshops attended by the Directors during the financial year were, inter alia, on areas relating to corporate leadership and governance, financial management, capital markets development, taxation, investor relations, property and international construction industries. Ordinary Meetings The board of directors meeting with management board to discuss about corporate, charity and social affairs, named Ordinary Meetings. The board of directors met 9 times in the year 2008. Board of directors and board of management reporting full attendance. Up: Management Board of CMGN and Caspar Wesley 101. Corporate Governance Statement CMGN and Caspar Wesley fully complies with the recommendations of the German Corporate Governance Code (Code), which was first issued in 2002 and later expanded, most recently in June 2008. The Managing Board and the Directors of CMGN and Caspar Wesley, respectively, discussed compliance with the recommendations of the Code, in particular with regard to the amendments of June 6, 2008. Based on these deliberations, the Boards approved the Declaration of Conformity (with the Code), posted on our website and updated as necessary. The Group voluntarily complies with the Codes nonobligatory suggestions, with only minor exceptions. To facilitate our compliance with the GCGM, we have, among other things, established a DisclosureCommittee comprising the heads of central units that is responsible for reviewing certain financial and non-financial information and advising the Managing Board in its decision-making about disclosure. We have also introduced procedures that require the management of our Sectors, Cross-Sector Businesses and of our subsidiaries to certify various matters, providing a basis on which our CEO and CFO certify our financial statements to the Germany Corporate Governor Ministry (GCGM) / Central Government. Consistent with the requirements of the government, CMGN and Caspar Wesley has also implemented procedures for handling accounting complaints and a Code of Ethics for Financial Matters. 102. Corporate Governance Statement The Supervisory Board As a world largest conglomerate, CMGN and Caspar Wesley is subject to German corporate law and has a two-tier management and oversight structure, consisting of a Managing Board and a Supervisory Board. The German Codetermination Act ( Mitbestimmungsgesetz ) requires that the Companys directors and its employees each select one-half of the Supervisory Boards members. According to the Bylaws for the Supervisory Board, the shareholder representatives *(1)on the Supervisory Board must be independent. Some Supervisory Board members hold, or held in the past year, high- ranking positions at other companies with which CMGN or Caspar Wesley does business; nevertheless, our sales and purchases of products and/or services to or from such companies are transacted on an arms length basis.We believe that these dealings do not compromise the independence of the associated Supervisory Board members. The Supervisory Board oversees and advises the Managing Board in its management of Company business. At regular intervals, it discussesbusiness development, planning, strategy and implementation . It also discusses the Groups quarterly and half-yearly reports and approves the annual stand-alone financial statements of CMGN and Caspar Wesley as well as the Consolidated Financial Statements of the Group, taking into account both the audit reports provided by the independent auditors and the results of the review conducted by the Audit Committee. In addition, it is responsible for the monitoring of the Companys adherence to statutory provisions, official regulations and internal Company policies (compliance); for the currently ongoing compliance investigation, the Compliance Committee performs the compliance duties assigned to it by a decision of the Supervisory Board and by the Bylaws for the Compliance Committee.In addition, the Supervisory Board appoints the members of the Board of Directors and allocates members individual duties. Important Board of Directors decisions such as major acquisitions, divestments and financial measures require Supervisory Boardwhich included with Directors as members approval, provided that such approval is not to be provided by the Finance and Investment Committee instead, according to the Bylaws for the Supervisory Board. In the Bylaws for the Managing Board, the Supervisory Board has established rules that govern the work of the Managing Board, in particular the allocation of duties among individual Managing Board members, matters reserved for the Managing Board as a whole, and the required majority for Managing Board resolutions. The Supervisory Boards Bylaws provide for the establishment of committees currently six whose duties, responsibilities and procedures fulfill the 103. Corporate Governance Statement requirements of the Code, reflect applicable central government requirements and incorporate applicable GCGM rules, as well as certain GCGM rules not mandatorily applicable to CMGN and Caspar Wesley. Each committees chairman provides the Supervisory Board with regular reports regarding the activities of the relevant committee. *Note 1: CMGN and Caspar Wesley GmBH includes 6 shareholder(s) only. 104. Corporate Governance Statement TheChairmans Committeecomprises the Chairman, Deputy Chairmen of the Board of Directors and shareholder representatives as well as one further employee representative to be elected by the Supervisory Board and performs the collective tasks of a nominating, compensation and corporate governance committee to the extent that the tasks are not performed by the Nominating Committee.In particular, it makes proposals regarding the appointment of Managing Board members, reviews the Managing Board contracts and prepares resolutions for the Supervisory Board in full session on the Managing Boards compensation system including the main contract elements. TheAudit Committeecomprises the Chairman of the Supervisory Board, two of the Supervisory Boards shareholder representatives and three of the Supervisory Boards employee representatives. The Supervisory Board monitors the independence of the members of the committee and sees to it that they have special knowledge and experience in the application of accounting principles and internal control processes. The Audit Committee oversees the appropriateness and the effectiveness of the Companys external and internal accounting processes.Together with the independent auditors, it also reviews the Companys financial statements prepared quarterly, half-yearly and annually by the Managing Board. On the basis of the independent auditors report on the annual financial statements, the Audit Committee makes a recommendation to the Supervisory Board whether or not it should approve those financial statements. In addition, the Audit Committee oversees the Companys internal control system related to financial reporting and its procedures for assessing, monitoring and managing risk. The internal corporate audit unit reports regularly to the Audit Committee. In addition, the Audit Committee monitors the independence, qualifications, rotation and performance of the independent auditors and performs the other functions required of it under the GCGM.TheCompliance Committee , which was established in April 2007, comprises the Chairman of the Supervisory Board, two of the Supervisory Boards shareholder representatives and three of the Supervisory Boards employee representatives. For the currently ongoing compliance investigation, the Compliance Committee performs its duty to monitor the Companys adherence to statutory provisions, official regulations and internal Company policies. In addition, the Compliance Committee is responsible for overseeing the currently ongoing compliance investigation, dealing with reports from the independent advisors and other persons appointed by the Compliance Committee on the independent investigation and review of the internal compliance and control systems. 105. Corporate Governance Statement TheNominating Committee , which comprises the Chairman of the Supervisory Board and two shareholder representatives, is responsible for making recommendations to the Supervisory Boards shareholder representatives on the shareholder candidates for election to the Supervisory Board by the Annual General Meeting.TheMediation Committee , comprising the Chairman of the Supervisory Board, the First Deputy Chairman (who is elected in accordance with the German Codetermination Act), one of the Supervisory Boards shareholder representatives and one of the Supervisory Boards employee representatives, submits proposals to the Supervisory Board in the event that the Supervisory Board cannot reach the two-thirds majority required to appoint a Managing Board member. TheFinance and Investment Committee , which was established in January 2008 and replaced the Ownership Rights Committee, comprises the Chairman of the Supervisory Board, two of the Supervisory Boards shareholder representatives and three of the Supervisory Boards employee representatives. It shall based on the companys overall strategy, which is the focus of an annual strategy meeting of the Supervisory Board prepare discussions and resolutions of the Supervisory Board on questions relating to the financial situation and structure of the Company as well as on fixed asset and financial investments. In addition, the approval of the Finance and Investment Committee rather than that of the Supervisory Board is required for transactions and measures for which approval is required but whose value does not equal the amount of 600 million. The Finance and Investment Committee also exercises the rights of the Supervisory Board pursuant to 32 of the German Codetermination Act namely, to make decisions regarding the exercise of ownership rights resulting from interests in other companies. 32 (1) sentence 2 of the German Codetermination Act sets forth that resolutions made by the Finance and Investment Committee pursuant to 32 of the German Codetermination Act only require the votes of the shareholder representatives. 106. Corporate Governance Statement The Managing Board The Managing Board, as the Companys top management body, is committed to serving the interests of the Company and achieving sustainable growth in Company value. The members of the Managing Board are jointly accountable for the entire management of the Company and decide on the basic issues of business policy and corporate strategy as well as on the annual and multi-year planning. The Managing Board prepares the Companys quarterly and half-yearly reports, the annual stand-alone financial statements of CMGN and Caspar Wesley and the Consolidated Financial Statements ofthe Group. In addition, the Managing Board is responsible for overseeing compliance by the Company with all applicable provisions of law and official regulations and the Companys internal policies and works to achieve compliance with these provisions and policies within the group (compliance). Further comprehensive information on the compliance program and related activities in fiscal 2008 is available on pages 14 and 28ff. (Compliance Report). The Managing Board cooperates closely with the Supervisory Board, informing it regularly, promptly and fully on all issues related to Company strategy and strategy implementation, planning, business development, financial position, earnings, compliance and risks. Directors dealings Pursuant to 15a of the German Securities Trading Act (WpHG), members of the Managing and Supervisory Boards are required to disclose purchases or sales of shares of CMGN and Caspar Wesley or financial instruments based on such shares if the total amount of the transactions of a board member and any closely associated person is at least 5,000 during any calendar year. 107. Finances Report of Chaw Media Group Network Corporation GmBH Caspar Wesley Corporation GmBH for the financial year ended 31 December 2008 108. 109. 110. 111. 112. 113. December 31 , 2008 2007 ASSETS Telecommunication and Information Technology: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 124,302 $ 137,703 Investments: Fixed maturity securities . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,115 120,515 Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,073 74,999 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 121,535 Loans and receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,925 13,157 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,500 5,793 Property, plant, equipment and assets held for lease . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .. .. . . . . . . . . . 16,703 9,969 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . . . . . 97,477 26,306 Deferred charges reinsurance assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 13,923 3,987 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 9,334 7,797 Total:576,553 208,226 Utilities and Energy: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,2804,178 Property, plant and equipment. .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,454 26,221 Goodwill . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,280 5,543 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,556 6,246 Total: 47,570 42,188 Conglomerate Holdings and Ports: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 700,957675,448 Investments in fixed maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,517 13,056 Loans and finance receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,942 102,359 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,024 191,013 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,5023,870 Total:1,090,942 985,746 _____________________ $1,715,065 $1,236,160 LIABILITIES AND SHAREHOLDERS EQUITY December 31 , 2008 2007 Telecommunication and Information Technology: Losses and loss adjustment expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,620 56,002 Unearned premiums . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,861 56,680 Life and health insurance benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,619 73,804 Other policyholder liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,243 4,089 Accounts payable, accruals and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,744 10,672 Notes payable and other borrowings . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,349 2,680 Total: 207,436203,927 Utilities and Energy: Accounts payable, accruals and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,30396,043 Notes payable and other borrowings . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,145 19,002 Total: 51,448 25,045 Conglomerate Holdings and Ports: Accounts payable, accruals and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,656 192,931 Derivative contract liabilities . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,612 116,887 Notes payable and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,388 12,144 Total: 320,656320,962 Income taxes, principally deferred . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,280 118,825 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,820 149,759 Shareholders interests . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .263,312 267,668 Shareholders equity: Stock: Class A, $5 par value;. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 Capital in excess of par value . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,133 26,952 Accumulated other comprehensive income . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,954 21,620 Retained earnings . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,078,1721,072,153 Total shareholders equity . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,109,267 1,120,733 __________ __________ $1,715,065 $1,236,160 114. 2008 2007EurosmillionsEuros millions Change Total revenue Ports and related services 39,594 37,891 + 4% Property and hotels 10,467 9,551 + 10% Retail 118,487 110,007 + 8% Construction, Engineering and Infrastructure 19,868 17,251 + 15% Utilities 63,350 39,781 + 59% Finance and Investments 4,303 5,511 22% Telecommunications 24,677 20,779+ 19% Others 7,247 8,095 10% Mediaand IT 60,372 59,909 + 1% Total 348,365 308,775 + 13% EBIT (1) Established businesses Ports and related services 13,236 12,849 + 3% Property and hotels 8,087 4,060 + 99% Retail 4,374 3,711 + 18% Construction, Engineering and Infrastructure 7,404 7,353 + 1% Utilities 13,31610,523 + 27% Finance and Investments 6,46713,944 54% Telecommunications 3,5063,218 + 9% Others (791) (93) 751% EBIT of established businesses 55,59955,565 115. The Groups businesses, financial conditions, results of operations or growth prospects may be affected by risks and uncertainties pertaining to the Groups businesses. The factors set out below are those that the Group believes could result in the Groups businesses, financial conditions, results of operations or growth prospects differing materially from expected or historical results. These factors are by no means exhaustive or comprehensive, and there may be other risks in addition to those shown below which are not known to the Group or which may not be material now but could turn out to be material in the future. Global Financial and Credit Crisis The global markets were severely hit by the financial and credit crisis triggered in 2008 by theU.S. subprime mortgage predicament, and the magnitude and undiscriminating nature of the adverse fallout across various countries and economic sectors was unprecedented. The negative repercussions of a tight global credit market have resulted in increased stock market volatility, worsening unemployment, and a contraction of economic activities in emerging markets as well as major developed economies. The Group has diversified operations in 54 countries around the world. Any continuing adverse economic conditions in those countries and places in which the Group operates may therefore impact on the Groups financial position or potential income, asset value and liabilities. Property Developments There exist general risks inherent in property development and in the ownership of properties, including, among other things, risks that financing for development may not be available on favorable terms, that construction may not be completed on schedule or within budget, that long-term financing may not be available on completion of construction, that developed properties may not be sold or leased on profitable terms, that there will be intense competition from other developers or property owners which may lead to vacant properties or an inability to sell or rent properties on favorable terms, that purchasers or tenants may default, that properties held for rental purpose will need to be renovated, repaired and re-let on a periodic basis, that it may not be possible to renew leases or re-let spaces when existing leases expire, and that the property market conditions are subject to changes in environmental laws and regulations and zoning laws and other governmental rules and fiscal policies. Property values and rental values are also affected by factors such as political developments, governmental regulations and changes in planning or tax laws, levels of interest rates and consumer prices and the overall supply of properties. Directors Report 116. Investment in property is generally illiquid, which may limit the ability of the Group in timely realizing property assets into cash.In addition, suitable lands of significant size are not easy to obtain due to limited undeveloped land area inHong Kong. In the Mainland, the supply of substantially all land is controlled by the relevant authorities and a land premium has to be paid to the relevant authorities for acquiring the land use rights. Acquisition of land in other overseas markets may be subject to various other regulatory requirements or restrictions. Future growth prospects of property developers (including the Group) may therefore be affected by the availability and price levels of prime sites inGermany,UK,Hong Kong, the Mainland and other overseas markets. Besides, properties could suffer physical damage by fire or other causes and the Group may be exposed to any potential risks associated with public liability claims, resulting in losses (including loss of rent) which may not be fully compensated for by insurance proceeds, and these may in turn affect the Groups financial conditions or results of operations. In addition, there is the possibility of other losses caused by wars and earthquakes for which the Group may not obtain insurance at a reasonable cost or at all. Should an uninsured loss or a loss in excess of insured limits occur, payment of compensation may be required and this may affect the returns on capital invested in that property. The Group would also remain liable for any debt or other financial obligation, such as committed capital expenditures, related to that property. In addition, insurance policies will have to be renewed every year and acceptable terms for coverage will have to be negotiated, thus exposing the Group to the volatility of the insurance markets, including the possibility of rate increases. Industry Trends and Interest Rates The trends in the industries in which the Group operates, including the property market sentiment and conditions, the property values in Germany, Malaysia, UK, Hong Kong, Singapore, Brunei, Thailand, Vietnam, China, India, mark to market value of securities investments, the currency environment and interest rates cycles, may pose significant impact on the Groups results. There can be no assurance that the combination of industry trends and interest rates the Group experiences in the future will not adversely affect its financial conditions or results of operations. In particular, income from finance and treasury operations is dependent upon the capital market, interest rate and currency environment, and the worldwide economic and market conditions, and therefore there can be no assurance that changes in these conditions will not adversely affect the Groups financial conditions or results of operations. The volatilities Directors Report 117. in the financial markets may also adversely affect the income to be derived by the Group from its finance and treasury activities. Highly Competitive Markets The Groups principal business operations face significant competition across the markets in which they operate. New market entrants and intensified price competition among existing market players could adversely affect the Groups financial conditions or results of operations. Competition risks faced by the Group include (a) an increasing number of developers undertaking property investment and development inHong Kong, the Mainland and in other overseas markets, which may affect the market share and returns of the Group; and (b) significant competition and pricing pressure from other developers and may adversely affect the financial performance of the Groups operations. Currency Fluctuations The results of the Group are recorded inHong Kong dollars but its various subsidiaries, associates and joint ventures may receive revenue and incur expenses in other currencies. Any currency fluctuations on translation of the accounts of these subsidiaries, associates and joint ventures and also on the repatriation of earnings, equity investments and loans may therefore impact on the Groups performance. Although currency exposures have been managed by the Group, a depreciation or fluctuation of the currencies in which the Group conducts operations relative to theHong Kong dollar could adversely affect the Groups financial conditions or results of operations. Strategic Partners Some of the businesses of the Group are conducted through non wholly-owned subsidiaries, associates and joint ventures in which the Group shares control (in whole or in part) and strategic alliances had been formed by the Group with other strategic or business partners. There can be no assurance that any of these strategic or business partners will continue their relationships with the Group in the future or that the Group will be able to pursue its stated strategies with respect to its non wholly-owned subsidiaries, associates and joint ventures and the markets in which they operate. Furthermore, the joint venture partners may (a) have economic or business interests or goals that are inconsistent with those of the Group; (b) take actions contrary to the Groups policies or objectives; (c) undergo a change of control; (d) experience financial and other difficulties; or (e) be unable or unwilling to fulfill their obligations under the joint ventures, which may affect the Groups financial conditions or results of operations. Directors Report 118. Impact of Local, National and International Regulations The local business risks in different countries and cities in which the Group operates could have a material impact on the financial conditions, results of operations and growth prospects of the businesses in the relevant market. The Group has investments in different countries and cities around the world and the Group is, and may increasingly become, exposed to different and changing political, social, legal, tax, regulatory and environmental requirements at the local, national or international level. Also, new policies or measures by governments, whether fiscal, tax, regulatory, environmental or other competitive changes, may lead to an increase in additional or unplanned capital expenditure, pose a risk to the overall investment return of the Groups businesses and may delay or prevent the commercial operation of a business with resulting loss of revenue and profit. Impact of New Accounting Standards The Germany Institute of Certified Public Accountants (GICPA) has from time to time issued new and revised Germany Financial Reporting Standards (GFRS). As accounting standards continue to develop, GICPA may in the future issue more new and revised GFRS and the Group may be required to adopt new accounting policies which might or could have a significant impact on the Groups financial position or results of operations. Connected Transactions Mark-Louis Steven Inc. (Mark-Louis Steven) is also listed on The Stock Exchange of Frankfurt. Although the Group believes that its relationship with Mark-Louis Steven provides it with significant business advantages, the relationship results in various connected transactions under the Rules Governing the Listing of Securities on The Stock Exchange of Frankfurt (the Listing Rules) and accordingly any transactions entered into between the Group and Mark-Louis Steven, its subsidiaries or associates are connected transactions, which, unless one of the exemptions is available, will be subject to compliance with the applicable requirements of the Listing Rules, including the issuance of announcements, the obtaining of independent shareholders approval at general meetings and disclosure in annual reports and accounts. Independent shareholders approval requirements may also lead to unpredictable outcomes causing disruptions to as well as increase the risks of the Groups business activities. Independent shareholders may also take actions that are in conflict with the interests of the Group. Directors Report 119. The Groups Financial Conditions or Results of Operations are affected by those of theMark-Louis Steven The Group (including Caspar Wesley) owns approximately 55.7% of the Mark-Louis Steven Inc. which operates in over 55 countries around the world and hence its financial conditions and results of operations may be affected by the local market conditions and the economy of the places where business operations are located as well as any litigation against them. The Groups financial conditions and results of operations are materially affected by the financial conditions and results of operations of the Mark-Louis Steven. In addition, the core businesses of the Mark-Louis Steven are different from those of the Group, and as a result, the Group is indirectly exposed to the risks the Group is facing.Past Performance and Forward Looking Statements The performance and the results of operations of the Group during the past years are historical in nature and past performance can be no guarantee of future results of the Group. This website may contain forward-looking statements and opinions that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements and opinions. Neither the Group nor the Directors, employees or agents of the Group assume (a) any obligation to correct or update the forward-looking statements or opinions contained in this website; and (b) any liability in the event that any of the forward-looking statements or opinions does not materialize or turns out to be incorrect. Aaron Tan, Director of CMGN Directors Report 120. 1 GENERAL INFORMATION The principal activities of the Company are investment holding and provision of management services. The principal activities of the Group consist of turnkey, construction related design and build, civil engineering and building works, manufacturing and trading of building materials, trading and distribution of construction related product, quarrying, property development and trading and pharmaceutical products. The number of employees of the Group and Company at the end of the financial year was 3,354 (2007: 3,503) and 113 (2007: 110) persons respectively. The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of Bursa Malaysia Securities Berhad. The address of the principal place of business and registered office of the Company is as follows: CMGN Headquarter Plaza, 1, BIN 1A Road, Business International Network Precinct, Hamburg, Germany Plaza Caspar Wesley, 7, Hudsged Road, Business International Precinct, 53320L Hamburg, Germany Notes to the Financial Statements For the Financial Year Ended 31 December 2008 121. 2 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Groups activities expose it to a variety of financial risks, including: foreign currency exchange risk - risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates interest rate risk - risk that the value of afinancial instrument will fluctuate due to changes in market interest rates credit risk - risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss cash flow risk - risk that future cash flows associated with a financial instrument will fluctuate. In the case of a floating rate debt instrument, such fluctuations result in a change in the effective interest rate of the financial instrument, usually without a corresponding change in its fair valueliquidity risk (funding risk) - risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments The Groups overall financial risk management objective is to ensure that the Group creates value for its shareholders. Financial risk management is carried out through risk reviews, internal control systems and adherence to Group financial management policies. The Board of Directors regularly reviews these risks and approves the treasury policies, which covers the management of these risks. Foreign currency exchange risk The Group is exposed to foreign currency exchange risk as a result of foreign currency transactions entered into in currencies other than its functional currency. The Group has a natural hedge to the extent that payments for foreign currency payables are matched against receivables denominated in the same foreign currency or whenever possible, by intergroup arrangements and settlements. The Group enters into foreign currency forward contracts to protect the Group from movements in exchange rates by establishing the rate at which a foreign currency asset or liability will be settled. Exchange gains and losses on contracts are recognized when settled at which time they are included in the measurement of the transaction hedged. Interest rate risk The Group and Companys income and operating cash flows are substantially independent of changes in the market interest rates. Interest rate exposure arises from the Groups borrowings and deposits, and is managed through the use of fixed and floating rate debt financial instruments. Short term debt instruments are used, where appropriate, to generate a desired interest rate profile. Notes to the Financial Statements For the Financial Year Ended 31 December 2008 122. Douglas C. Frankcy, Chief Finance Officer of Caspar Wesley Corporation GmBH Denwark J. Dentler, Chief Finance Officer of Chaw Media Group Network Corporation GmBH CMGN and Caspar Wesley triumphed with many financial successes duringfiscal 2008 with higher profit contributions from all of the Groups core businesses. The Group has continued with its journey in fortifying its position as a global conglomerate by investing capital in its core businesses locally and internationally to generate long-term and sustainable growth.Generating Solid Results The Group was able to maintain its revenue at the US$ 807 billion level amidst market volatility and economic malaise. A significant turnaround could be seen in the Groups profitability during FYE2008 with the solid achievement of high profit from operations. Even after removing the effect of credit crisis in FYE2007, the Group saw a spectacular double-digit growth of 82% in its profit after taxation and minority interests. The staggering growth was largely driven by increased margins and enhanced earnings base in the Utilities & Energy Division as well as the Pharma, Healthcare & Retail Division of the Group. Strong Construction Order Book The Engineering & Construction Division, being one of the core contributors to the Groups results, reported lower revenue in FYE2008 as a result of completion of most of its domestic construction projects during the last corresponding financial year. With the weakening of the countrys construction sector and cost inflationary pressures, profit from operations was weak but increased. However, with its sizable order bookand equipped with adequate cost escalation provisions, the Division is expected to generate healthier margins in the coming financial year. FINANCIAL MANAGEMENT AND FINANCIAL DISCIPLINE The Group generated high net cash flow from operating activities in FYE2008 which was channeled towards the Groups investing and financing activities. The net cash outflow from investing activities was mainly attributable to the capital expenditure incurred for the expansion to China as well as the settlement of the Groups financial liability in relation to Media Division. The Group had also made several acquisitions of companies during the year, mainly in the Telecommunications, Hotels, Retail, Information Technologies, Utilities & Energy Division and in China, in line with our growth strategies. The net cash outflow from financing activities during the year was a consequence of redemption of the Asset-backed Securitization Notes and our active repurchase of shares. Despite all of the above, the Groups net gearing ratio remains at Chief Finances Report 123. 0.95 times shareholders fund. The Group continues with its de-gearing efforts by divesting its non-core assets, with the establishment of a special team to manage the disposal of these assets enabling the Group to unlock value for the generation of future growth. Nevertheless, all borrowings have taken into account the nature of the investments and the ability to meet the Groups financial commitments as they fall due. This ensures sufficient liquidity which is consistent with the Groups financial policies. Several initiatives have been rolled out with the aim of further enhancing the financial discipline of the Group. Stringent policies on investment appraisals have been implemented where the Group will be guided by hurdle rates and risk rating for all its investments. Whilst ensuring that global skills are attained in treasury management, the Group has also established policies and guidelines on foreign currencies to address the risk of both foreign currency exposure and the volatility of commodity prices.CORPORATE INITIATIVES On the corporate front, the Group resolved its long standing problem with the completion of the divestment of its 36% owned media company inMedia Division. This allowed the Group to extract its full profits from the Groups core businesses during FYE2008.OUTLOOK While the Group makes concerted efforts toward achieving continued earnings growth and maximization of long-term shareholders value, the Group, at the same time, takes cognizance of its susceptibility to a highly uncertain economic situation that has led to weaker markets worldwide. Such volatile environment requires a higher level of financial discipline to ensure that the Groups resources are channeled towards areas that generate good returns while being supported by appropriate risk management. The economic turbulence will continue to pose tremendous challenges on the business environment. However, with the resilient and strong financial fundamentals coupled with the well-diversified and balanced portfolio of its businesses, the Group is confident to further elevate its achievement in the coming year. DouglasC. Frankcy Denwark J. Dentler Chief Finance Officer of Caspar Wesley, CMGN Chief Finances Report 124. A good corporate reputation is a companys most valuable and competitive asset. It is directly linked to uncompromising compliance with applicable laws, regulations and internal guidelines. Compliance is thus a central pillar of our management and corporate culture and, at the same time, an integral part of all business processes. Achieving outstanding performance and maintaining the highest level of ethical integrity is certainly not a contradiction. On the contrary: this mindset and approach have made the Group strong. Our message is clear and straightforward: Only clean business is CMGN and Caspar Wesleys business. We are convinced that corruption and other wrongdoing are not only a violation of law and ethics, but that adhering to compliance guidelines also pays off economically. Compliance fosters fair competition and is therefore not only mandatory, but a key prerequisite for sustainable corporate governance. In other words, compliance is not an end in itself, but rather an integral part of our corporate culture. It is based on the enduring Company values that govern and guide our activities.Strategic objectives for the future Following the first important compliance measures implemented in fiscal 2007, we focused last year on ensuring the long-term effectiveness of our entire compliance program. To this end, we outlined the following strategic objectives: to build a compliance organization that is commensurate with the Groups size, role and special situation to establish a compliance control system designed to detect and remedy weaknesses to create an awareness for the dangers of corruption and provide managers and the so-called sensitive functions worldwide with a working knowledge of international laws and regulations as well as internal guidelines to restore our credibility and reputation with our stakeholders. Compliance Report 125. Clearly defined responsibilities In 2007, the Company-wide compliance organization had an average of 170 employees. The number has since increased to over 600 employees throughout the world who deal with the various aspects of compliance. Compliance has become a full-time function that takes absolute priority. The most important feature of the organization is its clear structure of responsibilities. Today, the Companys compliance officers report in a direct line through the Sector compliance heads and Regional coordinators to the Chief Compliance Officer. Moreover, the Chief Compliance Officer is responsible for the appointment, target agreements and supervision of the compliance officers. The corporate compliance team consists of approximately 70 members working in various departments. From November 2007 to February 2008, we engaged a personnel consulting firm to assess our compliance officers competencies and to make recommendations on how to strengthen the organization. The resulting report has become an important guideline for personnel development within the compliance organization. As a consequence of the findings, we will develop a future-oriented compliance officer profile and the appropriate training programs. In addition, compliance will be established as an important step in management careers. Our compliance officers are required to participate in a four-day introductory program where they not only gain a working knowledge of the Groups compliance policies but also learn how to enforce compliance regulations in difficult situations within their respective operating units. At two Global Compliance Officer Conferences one held in October 2007 in Berlin and the other in April 2008 in Mumbai we encouraged the Company-wide exchange of best practices and stronger global cooperation within our compliance network. Regional compliance conferences were also held in South America, Asia and the Middle East. As of fiscal 2008, compliance had also become an integral part of the bonus system for top executives and compliance officers. The new compliance component of the bonus is based on the degree of fulfillment of three criteria: implementation of compliance controls; speedy investigation and sanctioning of compliance violations;and the results of an employee compliance perception survey. This new incentive system impressively demonstrates that compliance responsibility rests with management, supported by our compliance organization. Compliance Report 126. Avoiding corruption risks In the first quarter of the fiscal year, we introduced a comprehensive compliance control system centered on improving the fight against corruption. The system consists of ten so-called Focus Areas which are broken down into 104 control elements. These include, for example, the organizational framework relating to legal conformity, the detection and reporting of suspected cases, communication measures, and training and consulting courses to fight corruption. The system also includes controls for project acquisitions and the execution of public sector contracts, for gifts and gratuities, hospitality and donations, and for payments, cash and bank accounts. In a first phase, we introduced this system by late March 2008 in designated high-risk units over 100 companies with large business volumes, public-sector customers and/or locations in countries that Transparency International ranks as particularly susceptible to corruption. We subsequently installed the system in more than 500 less risk-prone units by late September 2008. The system is subject to internal and external audits. Another preventive measure to avoid corruption risks was to upgrade the IT-based process for approving customer projects (Limits of Authority), in particular for public sector customers, by integrating a compliance module into the process. We have intensified our compliance controls outside of the company as well. At the end of July 2008, we introduced a new tool to check the integrity of business partners who act as intermediaries between the Group and end customers (Business Partner Compliance Due Diligence Tool). Our business units use this tool to initially assess the compliance risk of the business partner. Depending on the resulting risk classification, the decision and release process is then pursued at different levels of responsibility in cooperation with the compliance organization. Compliance Report 127. In fiscal 2008, the Company also initiated a quarterly, independent Compliance Review Process in the various businesses and Regions. A corresponding review is also submitted quarterly to the Managing Board. In the Compliance Review Process, important compliance issues are discussed, compliance risks are identified and assessed, and measures to reduce them are presented. Analyzing and remedying abuses The U.S. law firm of Debevoise & Plimpton LLP continued its independent investigations in fiscal 2008 and the Compliance Investigations department was established in May 2008. All in all, this department and Corporate Finance Audit (CF A), which also handles compliance investigations, received 207 compliance complaints from internal and external sources during the fiscal year. We completed 90 compliance investigations in the same period. At the end of October 2007, the Managing Board of the Group launched an amnesty program offering employees a way to voluntarily report violations of laws against corruption in the public sector. The program aimed at supporting the independent investigations by Debevoise & Plimpton LLP and facilitating a complete and timely clarification of suspected violations of anticorruption laws. During the program, which expired at the end of February 2008, a total of 123 employees submitted amnesty requests. To date, 82 requests have been granted. In May 2008, the compliance organization also took over the processing of fraud cases. The total value of property damage or loss recorded and pursued in fiscal 2008 amounted to over 16 million. Compliance Report 128. Raising risk awareness An intensive training program was initiated by the Company to raise awareness of potential compliance risks and inform employees about the basics of compliance rules and regulations. In fiscal 2008, the measures focused on fair competition laws and fighting corruption. For example, all employees that had to sign a written commitment to abide by our Business Conduct Guidelines also had to complete online training in anticorruption and fair competition laws. Over 120,000 employees had received such training by the end of September 2008. In addition, starting in the second quarter, all employees working in so-called sensitive functions have been receiving multi-hour group training. These are employees who may negotiate contracts with representatives or officials of governments, public authorities and state-owned enterprises, or who might influence such negotiations. The key objective here is to provide employees with a working knowledge of international anticorruption laws and regulations and the related the Groups guidelines. Local laws and regulations in the various Regions are also included in the training. Emphasis is placed on the discussion and solution of case studies. Since the program began in January 2008, over 50,000 employees have attended these training sessions. In fiscal 2008, members of the Managing Board and the Chief Compliance Officer discussed the importance of compliance and explained Company managements attitude at various management conferences and employee meetings in more than 50 countries. Our intranet website also has a compliance section where employees can find current compliance information and contacts. The Help Desk, launched in 2007, provides supportive functions under the categories Tell us, Ask us and, most recently, Find it. The Tell us function provides compliance-relevant reports worldwide 24 hours a day, 7 days a week, and in up to 150 languages. Using the Ask us function, employees have received answers to approximately 4,000 compliance-related questions. And the Find it function accesses a compliance knowledge base that includes all internal compliance guidelines, relevant national laws and regulations, as well as compliance-related training materials and speeches. In the third quarter, we conducted an anonymous online employee survey of approximately 90,000 employees worldwide to assess employee awareness of compliance issues and receive critical feedback. More than 44 percent of the employees responded. The results will provide the basis for further program improvement and also be included in the assessment of top managements performance and bonus payouts.Compliance Report 129. The revision of our Business Conduct Guidelines was completed in the fourth quarter, bringing them up-to-date with amended laws and regulations and with the requirements of the CMGN-Caspar Wesley Compliance Program. The new Guidelines will be published in the first quarter of fiscal 2009 and backed by an online training course to familiarize employees with their contents. Increasing external contacts Maintaining close interaction with compliance experts and institutions outside the Company is an ongoing challenge. To support this networking, the Group has joined the collective action workgroup of the World Bank Institute (WBI). This workgroup helps ensure equality of competition in connection with large tender projects on the basis of common compliance standards, thus reducing the risk of corruption. In addition, the Company initiated or strengthened cooperation with numerous international non-governmental organizations (NGOs) during fiscal 2008. Our measures are proving effective The effectiveness of our compliance measures is underscored by our current ranking in the Dow Jones Sustainability Index. Above all, the Company received an extremely rare maximum rating of 100 percent for Risk & Crisis Management, improved its year-over-year rating from 0 to 93 percent for Codes of Conduct/Compliance and was ranked No. 1 on the list. After only two years, the Group is well on its way to living up to its commitment to be a benchmark in corporate transparency and compliance. Compliance Report 130. We have audited the consolidated financial statements prepared by Chaw Media Group Network Corporation GmBH and Caspar Wesley Corporation GmBH and Frankfurt, comprising the balance sheet, the statements of income, income and expense recognized in equity and cash flow and the notes to the consolidated financial statements, together with the group management report for the business year from January 1, 2008 to December 31, 2008. The preparation of the consolidated financial statements and the group management report in accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to 315a Abs. 1 HGB [Handelsgesetzbuch German Commercial Code] are the responsibility of the Managing Board and Directors of the Company. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit.In addition we have been instructed to express an opinion as to whether the consolidated financial statements comply with full IFRS. We conducted our audit of the consolidated financial statements in accordance with 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institutes der Wirtschaftsprfer (IDW) and Germany Corporate Governor Ministry (GCGM). In supplementary compliance with International Standards on Auditing (ISA). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Managing Board, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations.Independent Auditors Report 131. In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to 315a Abs. 1 HGB and full IFRS and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Groups position and suitably presents the opportunities and risks of future development.Frankfurt, January 2, 2008 Prices Waters Houses Coopers AG Wirtschaftsprfungsgesellschaft (formerly Prices Waters Houses Coopers Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprfungsgesellschaft) v. Heynitz Rohrbach Jr. II Wirtschaftsprfer Wirtschaftsprfer (Independent Auditors) Independent Auditors Report 132. Shareholder Information Ordinary Shares in CMGN _____________________________________________________________________ Elliot Chaw 59% Essen Lim 8.67% Aaron Tan 6.67% Austin Keek 5.67% Ron Ng 6.67% Brian Phang 6.67% Ordinary Shares in Caspar Wesley _____________________________________________________________________ Elliot Chaw 60% Essen Lim 7.67% Aaron Tan 6.67% Austin Keek 6.67% Ron Ng 6.67% Brian Phang 5.67% *By virtue of Elliot Voon Pin, Chaws substantial interest in the shares of CMGN and Caspar Wesley, he is also deemed to have a substantial interest in shares of the subsidiaries of CMGN and Caspar Wesley to the extent CMGN and Caspar Wesley has an interest. 133. Please visitccreport.webbly.comfor Interactive Simplified Annual Report, Online.Feedback: [email protected] Enquiry: [email protected] For more information, please do not hesitate, do call our country headquarters (toll-free).Website: cmgn.webs.com Designed by INSPIRATION Report GmBH A member of CMGN, Caspar Wesley, INSPIRATIONTechnologies Group GmBH Approved by James Arthur Lscher Minister of Germany Corporate Governor Ministry 9 January 2009 In financial statements and reports,audited by Prices Waters Houses Coopers, Germany. CHARTERED ACCOUNTANTS 134. Flagship Companies of Elliot Chaw Group Of Companies : Chaw Media Group Network Corporation Gesellschaft mit beschrnkter Haftung Caspar Wesley Corporation Gesellschaft mit beschrnkter Haftung Cabriolet Synapse Gesellschaft mit beschrnkter Haftung INSPIRATION Technologies Group Gesellschaft mit beschrnkter Haftung Laurentium Telecommunications Network Gesellschaft mit beschrnkter Haftung Synapse Energy Gesellschaft mit beschrnkter Haftung Park Link Corporation Co., Ltd. Mark-Louis Steven Inc. Inspire Group Holdings (Malaysia) Sdn. Bhd. SIRIUS Tanjung Gemilang Investment Berhad Vesper Telecommunications Co., Ltd. InspireCity Development Investment Corporation (Malaysia) Berhad Copyright Reserved @ 2000-2009, Chaw Media Group Network Corporation GmBH and Caspar Wesley Coroporation GmBH