Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) 1. Basis of the Preparation of the Financial Statements The quarterly accounts of the Commerce Asset-Holding Berhad (“CAHB”) Group have been prepared in accordance with the accounting policies and methods of computations consistent with those adopted in the recent annual financial statements. There have been no changes to these policies. 2. Exceptional items There were no exceptional items during the financial period ended 30 September 2001. 3. Extraordinary items There were no extraordinary items during the financial period ended 30 September 2001. 4. Taxation There were no material transfers in respect of deferred taxation and there were no material adjustments for under or over provision in respect of prior years during the period ended 30 September 2001 5. Pre-acquisition profits There were no pre-acquisition profits or losses during the financial period ended 30 September 2001. 6. Gain/(loss) on sale of investments and/or properties There were no material gain or loss on disposal of investments or properties other than in the ordinary course of business. 7. Particulars of purchase and sale of quoted securities As at 30/09/01 RM’000 Total purchases Total disposals Total profit/(loss) on disposal 2,309 As at 30/09/01 RM’000 184,940* Total investment at cost Total investment at carrying value/book value (after provisioning for diminution in value) Total investment at market value 113,687 121,282 * Excluding shares buy-back The above disclosure is in respect of the CAHB at company level. 9 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) 8. The effect of changes in the Group’s composition The Group’s unaudited accounts for the nine-months period ended 30 September 2001 were prepared after accounting for the 30% equity in Bank Muamalat Malaysia Berhad (“BMMB”) commencing from 1 April 2000. This is in accordance with the supplementary agreement to Share Acquisition Agreement (“SAA”) entered into between the Company and Khazanah Nasional Berhad on 13 December 2000. Commencing from 1 January 2001, the results of Commerce Trust Berhad were accounted directly under CAHB Group level, as a result of the 70% stake acquired from a subsidiary company, Commerce International Merchant Bankers Berhad (“CIMB”). This is in accordance with the Sale and Purchase Agreement (“S&P”) entered into between the Company and CIMB on 1 November 2000. Commencing from 1 January 2001 also, the acquisition of Bumiputra-Commerce Discount House Berhad (“BCDH”) by CIMB from Bumiputra-Commerce Bank Berhad (“BCB”) via S&P entered into on 1 November 2000 was deemed completed. Thus the results of BCDH (now known as CIMB Discount House Berhad) was consolidated under CIMB Group level as of 1 January 2001. 9. Status of Corporate proposals There have been no other corporate proposals other than that which has already been announced to the KLSE. 10. Seasonal or cyclical factors The business operations of the Group have not been affected by any material seasonal or cyclical factors. 11. Issuance and repayment of debt and equity securities Save and except as detailed below, there were no new issuance and repayment of debt securities, share buy-backs, share cancellations, or shares held as treasury shares during the financial period ended 30 September 2001:a) Issuance of 433,000 shares arising from exercise of Employee Share Option Scheme (ESOS) between 9 August 2001 to 27 September 2001. The weighted average number of issued and fully paid-up shares with voting rights as at the financial period ended after deducting treasury shares purchased was 1,175,332,970 shares. Treasury shares have no rights to voting, dividends and participation in other distribution. b) The Company has on 22 May 2001 issued RM 500 million Redeemable Unsecured Bonds (“bonds”) divided into RM 250 million with coupon rate of 7.85% p.a. and RM 250 million with coupon rate of 8.35% p.a. The maturity date of the bonds is on 22 May 2006 and 22 May 2008 respectively. The bonds are constituted by a trust deed dated 4 May 2001. c) BCB has on 28 May 2001 issued RM 667 million Irredeemable Convertible Unsecured Loan Stocks with detachable coupons rate of 7.5% p.a. with a tenor of 10 years to maturity. An amount of RM 600 million from the total proceeds was utilised to retire the full amount of the 10 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) EPF negotiable subordinated certificates of deposits through the call option by EPF on 30 May 2001. The remaining RM 67 million is for working capital. 12. Deposits and placements of financial institutions and debt securities Group As at 30/09/01 RM’000 Deposits from customers: Demand deposits Saving deposits Fixed deposits Negotiable instruments of deposits Others Fixed deposits and negotiable instruments of deposits One year or less (short term) More than one year (medium/long term) Deposits and placements of banks and other financial institutions One year or less (short term) More than one year (medium/long term) Bonds and notes* Secured One year or less (short term) More than one year (medium/long term) As at 31/12/00 RM’000 9,606,639 3,442,711 29,719,674 1,057,350 1,062,989 44,889,363 9,577,086 3,298,177 30,895,987 1,027,350 1,322,684 46,121,284 25,255,877 5,521,147 30,777,024 31,101,853 821,484 31,923,337 10,624,308 763,000 11,387,308 7,610,808 230,700 7,841,508 2,964 1,108,032 1,110,996 610,996 610,996 144,679 349 - 600,000 600,000 * Including in bonds and notes is USD denominated bonds equivalent to USD 160,780,000. Irredeemable Unsecured Loans Stocks Unsecured One year or less (short term) More than one year (medium/long term) Subordinated term loans Secured One year or less (short term) More than one year (medium/long term) 11 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) 13. Commitments and contingencies In the normal course of business, the Group makes various commitments and incurs certain contingent liabilities with legal recourse to its customers. No material losses are anticipated as a result of these transactions. Risk Weighted exposures of the Group as at As at 30/09/01 Principal Credit Amount Equivalent* RM’000 RM’000 Direct credit substitutes Transaction-related contingent items Short-term self-liquidating tradeRelated contingencies Hire purchase sold directly and Indirectly to Cagamas Berhad Housing loans sold directly and Indirectly to Cagamas with recourse Obligations under underwriting Agreement Irrevocable commitments to extend credit:-maturity not exceeding one year -maturity exceeding one year Credit derivatives Foreign exchange related contracts Interest rate related contracts Equity related contracts Miscellaneous As at 31/12/00 Principal Credit Amount Equivalent* RM’000 RM’000 2,776,555 2,998,093 2,776,555 1,499,046 3,183,794 2,224,837 3,183,794 1,112,419 854,968 170,994 1,888,940 377,787 - - - - - - - - 648,313 324,157 433,897 216,949 16,777,736 3,181,785 30,400 7,202,616 30,218,593 371,835 65,060,894 1,590,893 30,400 159,139 197,785 6,748,969 12,819,024 3,537,504 30,400 4,883,147 12,172,129 370,000 2,421,333 43,965,005 1,768,752 30,400 115,842 85,572 6,891,515 * The credit equivalent amount is arrived at using the credit conversion factors as specified by Bank Negara Malaysia 12 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) 14. Off-Balance sheet risk Value of contracts classified by remaining period to maturity/next repricing date (whichever earlier) Group Items Principal Amount 1 mth or less >1-3 mths >3-6 mths RM’000 RM’000 RM’000 RM’000 >6-12 mths >1-5 yrs >5 yrs RM’000 RM’000 Margin requirement RM’000 RM’000 Foreign exchange Related contracts -forward -swaps -options 2,784,802 2,609,534 1,808,280 1,284,763 818,393 1,808,280 527,782 591,111 - 563,547 764,790 - 363,352 225,528 - 45,358 209,712 - - - Interest rate related Contracts -forwards -futures -swaps 24,545,338 5,673,255 1,230,395 2,588,825 1,518,825 2,697,625 379,132 3,931,450 276,000 11,352,638 2,062,000 3,974,800 206,903 12,488 - Total 37,421,209 5,141,831 5,226,543 4,405,094 4,796,330 13,669,708 4,181,703 12,488 Foreign exchange, interest rate and equity and commodity related contracts are subject to market risk and credit risk. Market risk Market risk is the potential change in value caused by movement in market rates or prices. The contractual amounts stated above provide only a measure of involvement in these types of transactions and do not represent the amount subject to market risk. Exposure to market risk may be reduced through offsetting on and off-balance sheet positions. As at end of the financial quarter, the amount of contracts which were not hedged and, hence, exposed to the market risk was RM2,217,113,000 (31/12/2000: RM1,249,477,000) Credit risk Credit risk arises from the possibility that a counter-party may be unable to meet the terms of a contract in which the Group has a gain position. As at end of the financial quarter, the amounts of credit risk, measured in the term of the cost to replace the profitable contracts, was RM 362,556,000(31/12/2000:RM194,226,000). This amount will increase or decrease over the life of the contracts, mainly as a function of maturity dates and market rates or prices. Related accounting policies The accounting policies applied for recognising the financial instruments concerned are the same as those applied for the financial year ended 31 December 2000. 13 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) 15. Material Litigations At the date of this report there were no pending material litigation which would have materially affected the Group’s financial position. 16. Segmental reporting revenue, profit and assets Third Quarter Ended 30/09/01 Turnover Profit Before tax RM’000 RM’000 Commercial banking Offshore banking Finance, factoring And leasing operations Merchant banking Stock and sharebroking Discount house Insurance Unit trust management Investment holding & others Consolidation Adjustments Total 480,861 11,204 42,605 6,565 1,457,193 45,703 263,608 27,441 59,367,501 2,874,633 85,065 70,691 9,647 7,904 735 2,865 14,080 48,983 1,435 6,648 193 1,626 205,301 248,869 23,722 44,362 1,120 8,003 64,006 152,304 4,963 40,903 (280) 3,914 4,079,985 7,311,238 335,528 3,119,593 462,337 51,726 32,950 701,922 30,294 152,429 51,187 2,085,460 39,323 596,182 2,463,722 80,066,263 (13,242) 688,680 (2,618) 149,811 (31,859) 2,053,601 (18,968) 577,214 (5,013,273) 75,052,990 Third Quarter Ended 30/09/00 Turnover Profit Before tax RM’000 RM’000 Commercial banking Offshore banking Finance, factoring And leasing operations Merchant banking Stock and sharebroking Discount house Insurance Unit trust management Investment holding & others Consolidation Adjustments Total Nine-months period ended 30/09/01 Turnover Profit Total Before tax Assets RM’000 RM’000 RM’000 Nine-months period ended 30/09/00 Turnover Profit Total Before tax Assets RM’000 RM’000 RM’000 543,646 23,344 140,417 17,933 1,433,994 46,925 400,266 23,581 59,887,602 3,006,072 71,419 63,380 13,555 14,058 (3,665) 2,401 44,593 44,089 5,614 12,587 (2,692) 736 135,009 129,557 78,060 48,561 (2,367) 9,828 61,677 93,085 54,512 45,236 (3,288) 5,018 3,385,020 4,798,766 446,948 2,875,051 351,996 53,822 72,756 800,894 11,044 274,321 160,006 2,039,573 59,054 739,141 1,193,820 75,999,097 (10,717) 790,177 (7,922) 266,399 (24,948) 2,014,625 (25,126) 714,015 (4,509,629) 71,489,468 14 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) Segmental reporting on loans, advances and financing analysed by their economic purposes. Group As at 30/09/01 RM’000 Agriculture Mining and quarrying Manufacturing Electricity, gas and water Construction Real estate Purchase of landed property (of which:Residential Non-residential) General commerce Transport, storage and communication Finance, insurance and business service Purchase of securities Consumption credit Purchase of transport vehicles Others As at 31/12/00 RM’000 1,400,706 444,304 7,740,174 959,030 3,688,390 1,286,015 1,131,158 541,785 7,173,646 1,264,597 3,234,719 1,080,570 8,328,072 2,455,360 3,331,759 2,225,402 3,651,530 1,905,421 1,394,189 2,483,263 2,742,645 44,036,260 7,875,743 2,173,802 2,825,034 2,168,116 2,770,016 2,307,895 1,836,545 1,907,774 2,337,178 40,628,578 17. Non-Performing loans Group As at 30/09/01 RM’000 Balance as at 1 January Non performing during the period / year Performing during the period / year Amount sold to Danaharta Urus Recoveries Amount written off Exchange fluctuation Balance as at 30 September / 31 December As at 31/12/00 RM’000 3,052,030 3,838,274 (1,353,645) (226,186) (622,185) (18,383) 13,377 4,683,282 3,792,820 4,496,391 (2,563,060) (1,043,626) (1,186,468) (444,027) 3,052,030 1,192,088 567,328 2,923,866 4,683,282 611,054 543,862 1,897,114 3,052,030 42,220,782 2,867,804 39,453,837 1,877,289 6.8% *4.8% Classification of non-performing loans Sub-standard Doubtful Bad debts Total Gross non-performing loans Total loans and advances (net of SP and IIS) Net non-performing loans Ratio of net non-performing loans to total loans ( less SP and IIS) *The net NPL figure include NPLs arising out of BBMB loans and is subject to the Put Option as detailed in the agreement with Danaharta Urus Sdn Bhd(Danaharta). The Put Option expired on 31 July 2001. 15 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) Loan Loss Provision Movements in the provision for bad and doubtful debts and interest-in-suspense accounts are as follows: Group As at 30/09/01 RM’000 As at 31/12/00 RM’000 General provision Balance as at 1 January Net provision/(write back) made during the period / year Amount transferred to specific provision Amount written back to income statement Amount transferred to provision for diminution in value of investment securities Exchange fluctuation Balance as at 30 September / 31 December (as % of total loans less SP and IIS) 653,234 73,364 (28,000) 601,713 72,254 (20,857) - (16,529) 279 682,348 124 653,234 1.6% 1.7% 870,286 519,588 (64,208) (14,320) (6,772) 1,304,574 1,012,297 453,725 (220,640) 20,857 (51,742) (343,586) (625) 870,286 304,455 354,554 (24,361) (104,162) 358,098 559,143 (221,262) (153,597) (4,240) (4,112) 3,387 (14,617) 510,904 (92,919) (145,008) 304,455 Specific provision (SP) Balance as at 1 January Provision made during the period / year Amount sold to Danaharta Urus Amount transferred from general provision Amount written back in respect of recoveries Amount written off Exchange fluctuation Other adjustment Balance as at 30 September / 31 December Interest-in-suspense (IIS) Balance as at 1 January Interest suspended during the period / year Amount sold to Danaharta Urus Amount written back in respect of recoveries Amount written back in respect of non-performing loans reclassified as performing Amount written back to income statement Amount written off Exchange fluctuation Other adjustment Balance as at 30 September / 31 December 18. Comparison with preceding quarter’s result For the third quarter ended 30 September 2001, the Commerce Group had recorded a Profit Before Taxation and Zakat (“PBT”) of RM 149.8 million, a decrease of 22.2% compared to the 16 Company No: 50841 W Commerce Asset-Holding Berhad (Incorporated in Malaysia) RM 192.7 million registered in the second quarter of 2001. The quarter-to-quarter decrease was mainly due to the increase of loan loss provision by 48.6% arising from the slowdown in economy in the third quarter. 19. Group performance review For the nine-month period ended 30 September 2001, the Group PBT of RM 577.2 million recorded was 19.2% lower as compared to RM 714.0 million made during the corresponding period last year. The lower Group PBT was largely due to the increase in level of provision by RM 246.7 million. The main contributor to the Commerce Group’s PBT was Bumiputra-Commerce Bank Berhad (BCB) Group which registered RM 355.7 million, thus contributing 61.6%. BCB Group’s profits was also 30.0% lower compared to RM 508.1 million made in corresponding period last year. The Commerce International Merchant Bankers Berhad (CIMB) Group contributed 33.4% to Commerce Group profits with a higher PBT of RM 193.0 million (30/9/00: RM 143.7 million). 20. Prospects for the current financial year The prospects for the remainder of 2001 remain challenging. In a difficult operating environment, the emphasis will be on managing the asset quality position. With the completion of two important post merger initiatives during the year, namely the integration into a single operating platform and the voluntary separation scheme, BCB can direct its efforts towards enhancing its competitive position. This will include broadening their reach into previously untapped areas in retail banking. The investment banking group, CIMB continues to lead in its core competencies and barring unforeseen circumstances, will record another year of earnings growth. We anticipate that on a Group basis, the financial results of the second half will not be able to match the financial results of the first half of 2001. The impact will primarily be from the potential increase in the level of provisioning and additional one-off exceptional costs of approximately RM 100.0 million attributable to the voluntary separation scheme. 21. Dividend No interim dividends have been recommended. 17