C ON TE NTS 01 CORPORATE INFORMATION 02 NOTICE OF ANNUAL GENERAL MEETING 07 STATEMENT ACCOMPANYING THE NOTICE OF AGM 08 FINANCIAL HIGHLIGHTS 09 CORPORATE STRUCTURE 10 DIRECTORS’ PROFILE 12 AUDIT COMMITTEE REPORT 16 STATEMENT ON CORPORATE GOVERNANCE 23 STATEMENT ON DIRECTORS’ RESPONSIBILITY 24 STATEMENT ON INTERNAL CONTROL 26 EXECUTIVE CHAIRMAN’S STATEMENT 29 FINANCIAL STATEMENTS 80 ANALYSIS OF SHAREHOLDINGS 82 LIST OF PROPERTIES PROXY FORM C ORPORATE INFORMATION Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia BOARD OF DIRECTORS PRINCIPAL BANKERS Tiang Ming Sing (Executive Chairman) Bumiputra-Commerce Bank Berhad OCBC Bank (M) Berhad HSBC Bank Malaysia Berhad Hong Leong Bank Berhad Malayan Banking Berhad Alliance Bank Malaysia Berhad EON Bank Berhad Public Bank Berhad Tiang Ching Kok (Managing Director) Datuk Hajjah Raziah @ Rodiah Binti Mahmud (Independent Non-Executive Director) Edmund Goh Chze Jin (Executive Director) Robin Lo Bing (Independent Non-Executive Director) Michael Ong Kee Tuan (Independent Non-Executive Director) Alfed Ong Sze Lee (Non-Executive Director) STOCK EXCHANGE LISTING Second Board Bursa Malaysia Securities Berhad Stock Code: 7544 Stock Name: QUALITY COMPANY SECRETARY Yeo Puay Huang (LS000577) REGISTERED OFFICE Room 209, 2nd Floor Wisma Bukit Mata Kuching Jalan Tunku Abdul Rahman 93100 Kuching, Sarawak Tel: 6082-206600 Fax: 6082-206607 E-mail: [email protected] SHARE REGISTRAR Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Tel: 603-20849000 Fax: 603-20949940 AUDITORS Ernst & Young Chartered Accountants 3rd Floor, Wisma Bukit Mata Kuching Jalan Tunku Abdul Rahman 93100 Kuching, Sarawak Tel: 6082-243233 Fax: 6082-421287 >> 01 N OTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of QUALITY CONCRETE HOLDINGS BERHAD will be held at Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak, on Friday, 15 July 2005 at 10:00 a.m. for the following purposes :ORDINARY BUSINESS 1. Adoption of Financial Statements To receive and adopt the Audited Financial Statements and reports of Directors and Auditors for the financial year ended 31 January 2005. 2. Resolution 1 Re-Election of Directors In accordance with Article 67 of the Company’s Articles of Association, the following Director retire from the Board and being eligible, offer himself for re-election: Mr. Michael Ong Kee Tuan Resolution 2 In accordance with Article 75 of the Company’s Articles of Association, the following Directors retire from the Board and being eligible, offer themselves for re-election: Mr. Tiang Ching Kok Mr. Robin Lo Bing 3. Approval of Directors’ Fee To approve Directors’ fees in respect of the financial year ended 31 January 2005. 4. Resolution 3 Resolution 4 Resolution 5 Re-Appointment of Auditors To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. Resolution 6 SPECIAL BUSINESS To consider and, if thought fit, to pass the following as ordinary resolutions: 5. To authorise Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 “That pursuant to Section 132D of the Companies Act, 1965 approval be and is hereby given to the Directors to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed ten (10) percent of the issued share capital of the Company for the time being, subject always to the approval of the relevant regulatory authorities being obtained for such allotment and issue.” 6. Proposed Allocation of Share Options to Edmund Goh Chze Jin “That the Board of Directors be and is hereby authorised to offer and grant to Edmund Goh Chze Jin, Executive Director of the Company, Options to subscribe for 500,000 new ordinary share under the ESOS subject always to such terms and conditions which may be made in accordance with the provisions of the Bye-Laws of the ESOS.” 7. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Lee Ling Construction & Development Sdn. Bhd.; Lee Ling Timber Sdn. Bhd.; BMK Development Sdn. Bhd. and Lee Ling Shipping Sdn. Bhd. “That approval be and is hereby given to the Company and its subsidiaries to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature with Lee Ling Construction & Development Sdn. Bhd.; Lee Ling Timber Sdn. >> 02 Resolution 7 Resolution 8 N OTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Bhd.; BMK Development Sdn. Bhd. and Lee Ling Shipping Sdn. Bhd. (details as mentioned in Section 2.3 of the Circular to Shareholders dated 14 June 2005) and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements of the Bursa Malaysia Securities Berhad, which were or are necessary for Quality Concrete Holdings Berhad and its subsidiaries’ day to day operations and undertaken in the ordinary course of business of the company, on terms not more favourable to Lee Ling Construction & Development Sdn. Bhd.; Lee Ling Timber Sdn. Bhd.; BMK Development Sdn. Bhd. and Lee Ling Shipping Sdn. Bhd. than those generally available to the public and not to the detriment of minority shareholders of the Company; That such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until; i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting. whichever is earlier.” And that the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to this resolutions.” 8. Resolution 9 Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Jurudaya Construction Sdn. Bhd. and Datuk Haji Mazelan Bin Bugo “That approval be and is hereby given to the Company’s subsidiary to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature with Jurudaya Construction Sdn. Bhd. and Datuk Haji Mazelan Bin Bugo (details as mentioned in Section 2.3 of the Circular to Shareholders dated 14 June 2005) and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements of the Bursa Malaysia Securities Berhad , which were or are necessary for Quality Concrete Holdings Berhad’s subsidiary day to day operations and undertaken in the ordinary course of business of the company, on terms not more favourable to Jurudaya Construction Sdn. Bhd. and Datuk Haji Mazelan Bin Bugo than those generally available to the public and not to the detriment of minority shareholders of the Company; That such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until; i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting. whichever is earlier.” And that the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to this resolutions.” Resolution 10 >> 03 N OTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 9. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Chung Maa Machinery Sdn. Bhd. “That approval be and is hereby given to the Company’s subsidiary to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature with Chung Maa Machinery Sdn. Bhd. (details as mentioned in Section 2.3 of the Circular to Shareholders dated 14 June 2005) and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements of the Bursa Malaysia Securities Berhad, which were or are necessary for Quality Concrete Holdings Berhad’s subsidiary day to day operations and undertaken in the ordinary course of business of the company, on terms not more favourable to Chung Maa Machinery Sdn. Bhd. than those generally available to the public and not to the detriment of minority shareholders of the Company; That such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until; i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting. whichever is earlier.” And that the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to this resolutions.” 10. Resolution 11 Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Pahaytc Sdn. Bhd. “That approval be and is hereby given to the Company’s subsidiary to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature with Pahaytc Sdn. Bhd. (details as mentioned in Section 2.3 of the Circular to Shareholders dated 14 June 2005) and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements of the Bursa Malaysia Securities Berhad, which are necessary for Quality Concrete Holdings Berhad’s subsidiary day to day operations and undertaken in the ordinary course of business of the company, on terms not more favourable to Pahaytc Sdn. Bhd. than those generally available to the public and not to the detriment of minority shareholders of the Company; That such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until; i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting. whichever is earlier.” And that the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to this resolutions.” >> 04 Resolution 12 N OTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 11. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Kumpulan Parabena Sdn. Bhd. “That approval be and is hereby given to the Company’s subsidiary to enter into and give effect to specific recurrent related party transactions of a revenue or trading nature with Kumpulan Parabena Sdn. Bhd. (details as mentioned in Section 2.3 of the Circular to Shareholders dated 14 June 2005) and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Listing Requirements of the Bursa Malaysia Securities Berhad, which are necessary for Quality Concrete Holdings Berhad’s subsidiary day to day operations and undertaken in the ordinary course of business of the company, on terms not more favourable to Kumpulan Parabena Sdn. Bhd. than those generally available to the Public and not to the detriment of minority shareholders of the Company; That such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until; i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next Annual General Meeting is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) Revoked or varied by resolution passed by the shareholders in general meeting. whichever is earlier.” And that the Directors of the Company be authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to this resolutions.” 12. Resolution 13 To transact any other business for which due notice shall have been given. By Order of the Board, Yeo Puay Huang Company Secretary Dated : 14 June 2005 >> 05 N OTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Explantory Notes to Special Business a) Resolution pursuant to Section 132D of the Companies Act, 1965 In line with the Company’s plan for expansion/diversification, the Company is continuously looking into prospective areas so as to broaden the operating base and earning potential of the Company. As the expansion/diversification may involve the issue of new shares, the Directors, under present circumstances, would have to call for a general meeting to approve the issue of new shares even though the number involved is less than 10% of the issued capital. In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. b) Proposed Allocation of Share Options to Edmund Goh Chze Jin The proposed Ordinary Resolution No. 8 is to empower the Directors of the Company to grant options to Executive Director of the Company to subscribe the shares in the Company under the ESOS scheme and from time to time to allot and issue such percentage of ordinary shares not exceeding the percentage set out in the Bye-Law of the ESOS. c) Proposed General Mandate for Recurrent Related Party Transactions For further information on Ordinary Resolutions No. 9-13, please refer to the Circular to Shareholders dated 14 June 2005. Notes : 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his/her place. A proxy need not be a member of the Company. Where a holder appoints two or more proxies, he/she shall specify the proportion of his/her shareholdings to be represented by each proxy. 2. A corporation which is a member may by resolution of its directors authorise such person as it thinks fit to act as its representative at the meeting pursuant to Section 147 of the Companies Act, 1965. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney, and the person so appointed may attend and vote at the meeting at which the appointer is entitled to vote. 4. The instrument appointing a proxy or representative must be deposited at the registered office, Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, not less than forty-eight (48) hours before the time for holding the meeting. >> 06 S TATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 1. Directors standing for re-election Pursuant to Paragraph 8.28(2) of the Listing Requirements, the Directors who are standing for re-election at the Nineth Annual General Meeting of the Company are as follows: • • • Michael Ong Kee Tuan - Article 67 Tiang Ching Kok - Article 75 Robin Lo Bing - Article 75 2. Details of attendance of Directors at Board Meetings Please refer to page 17 for details. 3. Place, date and hour of Annual General Meeting Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak on Friday, 15 July 2005 at 10:00 a.m. 4. Further details of Directors seeking re-election at the Ninth Annual General Meeting can be found in the pages 10 and 11 of the Annual Report. >> 07 Earnings per share (SEN) >> 08 2005 2004 Shareholders’ funds (RM �000) 2005 2004 133,449 128,401 115,839 2003 (RM �000) 2005 2004 2003 2002 2001 Total assets 114,764 2005 2004 4,295 5,976 6,893 191,123 198,580 181,051 169,086 162,352 12,335 2005 2004 2003 2002 2001 2005 2004 2003 2002 2001 (RM �000) 2002 100,336 21 2003 2002 9,640 Profit before tax 2001 7 10 (RM �000) 2003 13 Net profit 2001 (RM �000) 2002 19 Revenue 2001 6,550 8,045 8,469 11,470 15,585 156,158 161,237 145,881 120,358 120,034 F INANCIAL HIGHLIGHTS Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Manufacture and sale of high density polyethylene pipes and fittings ➤ Manufacture and sale of readymixed concrete, sale of concrete products and trading of goods ➟ Quality Concrete (Mukah) Sdn. Bhd. 70% ➤ * Acquired after 31 January 2005 Dormant Incorporated In Malaysia Quality Concrete Holdings Berhad (378282-D) >> 09 Quarry operations and sale of aggregates and related products Manufacture and sale of high density polyethylene pipes and fittings ➤ Property Development ➤ Sawmilling and Manufacture of other downstream timber products ➤ Manufacture and sale of woven polypropylene bags and polyethylene liners Agrowell Sdn. Bhd. Hong Wei Holdings Sdn. Bhd. Lee Ling Timber Products Sdn. Bhd. Kutex Sdn. Bhd. ➟ ➤ Polyflow (B) Sdn. Bhd.* ➟ ➤ Polyflow Pipe Sdn. Bhd. ➟ ➤ Quality Concrete Sdn. Bhd. 100% 100% 100% 100% ➟➟ 55% ➟ 100% ➟ 100% ➟ D IRECTORS’ PROFILE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Standing from left to right: Robin Lo Bing, Michael Ong Kee Tuan, Alfed Ong Sze Lee, Edmund Goh Chze Jin. Sitting from left to right: Datuk Hajjah Raziah @ Rodiah Binti Mahmud, Tiang Ming Sing, Tiang Ching Kok. TIANG MING SING Executive Chairman • Aged 54, Malaysian • Chairman of the ESOS Committee • Member of Remuneration & Nomination Committee Mr. Tiang Ming Sing was appointed to the Board as Executive Chairman on 17 January 2000. Mr. Tiang is also a director of two of the Group’s subsidiaries. He is a successful businessman who has extensive experience and knowledge in the timber and property development business. He started his career in the timber upstream business after completing his secondary education and has since expanded to the timber downstream business. He is also involved in property investment, property development and the construction industry. He presently holds directorships in other various private companies that make up the Lee Ling Group. He has no other personal interest in any business arrangement involving the Group, except for those disclosed on pages 77 to 78 of this Annual Report. Mr. Tiang holds 6,915,000 shares in the Company. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. Mr. Tiang is the father to Mr. Tiang Ching Kok. TIANG CHING KOK Managing Director • Aged 31, Malaysian • Member of the ESOS Committee >> 10 Mr. Tiang Ching Kok was appointed to the Board of on 2 January 2002. He graduated with a Bachelor of Commerce degree from Deakin University, Australia in 1996 and joined Earthmover Group of Companies in 1996 as Executive Director and was responsible for the overall management of the group. His valuable management experience in sawmilling and logging activities is an asset to QC Group as one of QCHB’s subsidiaries, Lee Ling Timber Products Sdn Bhd, is also involved in the timber business. Mr. Tiang Ching Kok is also a director of all of the QCHB’s subsidiaries. He has no other personal interest in any business arrangement involving the Company, except for those disclosed on pages 77 to 78 of this Annual Report. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. He is the son to Mr. Tiang Ming Sing. DATUK HAJJAH RAZIAH @ RODIAH BINTI MAHMUD Independent Non-Executive Director • Aged 49, Malaysian Datuk Hajjah Raziah @ Rodiah Binti Mahmud was appointed to the Board on 17 January 2000 and is also the Chairperson of Polyflow Pipes Sdn. Bhd. Datuk Raziah attended Business Studies from University Technology Mara and she is also a Licensed Company Secretary. Datuk Raziah is a successful entrepreneur and has been involved in diverse business activities for the past 16 years. She was awarded the Innovative Women Entrepreneur of the Year by The National Association of Women Entrepreneurs in construction and property of Malaysia on 10 October 2004. She is also The Honorary Consul of the Republic of Poland since 29 August 2000. D IRECTORS’ PROFILE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia She is also the Executive Chairperson of Kumpulan Construction Sdn Bhd and Majupun Sdn Bhd, Managing Director of Kumpulan Parabena Sdn Bhd and Executive Director of Borsamulu Resort Sdn Bhd. Datuk Raziah also sits on the Board of Eksons Corporation Berhad as Independent & Non-Executive Director since November 2001. She does not have any family relationship with any director and/or major shareholder of QCHB, nor any personal interest in any business arrangement involving the Company. Datuk Raziah holds 1,179,000 shares in the Company. She attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. She has no convictions for any offences within the past 10 years. EDMUND GOH CHZE JIN Executive Director • Aged 34, Malaysian • Member of the ESOS & Audit Committee Mr. Edmund Goh was appointed to the Board on 11 November 2003. He graduated with a Bachelor of Business degree majoring in Accountancy from RMIT University, Australia in 1994. He is also an associate member of the CPA Australia. He was attached with ESSO Malaysia Berhad in 1993 and PriceWaterhouseCoopers in 1995 where he was involved in auditing and management consultancy works. He joined AmMerchant Bank Berhad in 1997 specializing in Corporate Finance and was promoted to a Manager in 2002. He left AmMerchant Bank to join QCHB in November 2003. Mr. Goh is also a director of seven of the Group’s subsidiaries. He does not have any family relationship with any director and/or major shareholder of QCHB, nor any personal interest in any business arrangement involving the Company. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. ROBIN LO BING Independent Non-Executive Director • Aged 59, Malaysian • Member of Audit, Remuneration & Nomination Committee Mr. Lo was appointed to the Board on 2 May 2002. He graduated with a Bachelor of Science (Hons) in Applied Science from University of Nottingham, UK in 1976. Mr. Lo is the Chairman of Kutex Sdn Bhd. He had previously served as Chief Executive Officer of Encorp Group Sdn Bhd, Group Managing Director of Sarawak Economic Development Corporation and Chief Executive Officer of Gold Coin Sarawak Sdn Bhd. He is a director of Sarawak Flour Mill Sdn Bhd, Prestasi Flour Mill (M) Sdn Bhd & Bintawa Fishmeal Factory Sdn Bhd. He does not have any family relationship with any director and/or major shareholder of QCHB, nor any personal interest in any business arrangement involving the Company. Mr. Lo holds 272,405 shares in the Company. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. MICHAEL ONG KEE TUAN Independent Non-Executive Director • Aged 59, Malaysian • Chairman of Audit Committee • Member of Remuneration & Nomination Committee Mr. Ong was appointed to the Board on 8 May 2004. He graduated with a Bachelor of Economics (Honours) degree from University of Malaya in 1971 and was admitted as a Barrister of the Honourable Society of Middle Temple London in 1977. Mr. Ong is a member of the Malaysian Institute of Accountants, the Chartered Institute of Arbitrators (U.K.), Malaysian Association of Company Secretaries, the Chartered Management Institute (U.K.) and fellow member of the Malaysian Institute of Taxation and Association of Chartered Certified Accountants (U.K.). He joined Standard Chartered Bank after his graduation as Officer Trainee and subsequently worked for Audit Department as Auditor. Prior to commencement of his legal practice, he was the branch manager of an audit firm. He does not have any family relationship with any director and/or major shareholder of QCHB, nor any personal interest in any business arrangement involving the Company. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. ALFED ONG SZE LEE Non-Executive Director • Aged 36, Malaysian Mr. Alfed Ong was appointed to the Board on 23 June 1999. He holds a Commerce degree from Edith Cowan University of Perth, Western Australia. He joined Phileo Allied Bank (Malaysia) Bhd in 1995 as an officer before joining Quality Concrete Sdn Bhd as Credit Manager in July 1999. He does not have any family relationship with any director and/or major shareholder of QCHB, nor any personal interest in any business arrangement involving the Company. He attended all the three (3) Board Meetings held in the financial year ended 31 January 2005. He has no convictions for any offences within the past 10 years. >> 11 A UDIT COMMITTEE REPORT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia The Board of Directors of Quality Concrete Holdings Berhad is pleased to present the report of the Audit Committee of the Board for the year ended 31 January 2005. The Audit Committee was established by a resolution of the Board on 7 October 1996. MEMBERS AND MEETINGS The members of the Audit Committee during the year comprised the directors listed below. During the year ended 31 January 2005, the Audit Committee held a total of five (5) meetings. Name Status of directorship Independent Attendance of meetings Cheng Ah Teck @ Cheng Yik Lai* Independent Non-Executive Director, Chairman of Audit Committee Yes Attended 1 out of 1 meeting held Michael Ong Kee Tuan** Independent Non-Executive Director, Chairman of Audit Committee Yes Attended 4 out of 4 meetings held Robin Lo Bing Independent Non-Executive Director Yes Attended 5 out of 5 meetings held Edmund Goh Chze Jin Executive Director No Attended 5 out of 5 meetings held * Mr. Cheng Ah Teck resigned from the Board on 5 April 2004. ** Mr. Michael Ong Kee Tuan was appointed to the Board on 8 May 2004. TERMS OF REFERENCE The terms of reference of the Audit Committee are as follows: Membership The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members, a majority of whom shall be independent directors with at least one of whom shall be a member of the Malaysian Institute of Accountants or a member who fulfils the requirements stated in Paragraph 15.10 (1) (c) (ii) and Practice Note No. 13/2002, (Paragraph 7) of the listing requirements of the Bursa Malaysia Securities. The Chairman of the Audit Committee shall be an independent non-executive director appointed by the Board. Meetings and minutes Meetings shall be held not less than four (4) times a year and the Group Managing Director, Group Internal Auditor and a representative of the external auditors shall normally be invited to attend the meetings. Other members of the Board may attend the meetings upon the invitation of the Audit Committee. At least once a year, the Audit Committee shall meet the external auditors without any executive directors present. A quorum shall be two (2) members present and a majority of whom must be independent directors. Minutes of each meeting shall be kept and distributed to each number of the Audit Committee and of the Board. The Chairman of the Audit Committee shall report on each meeting to the Board. The Secretary to the Audit Committee shall be the Company Secretary. >> 12 A UDIT COMMITTEE REPORT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Authority The Audit Committee is authorised by the Board: i. to investigate any activity within its terms of reference and shall have unrestricted access to both the internal and external auditors and to all employees of the Group; ii. to have the resources in order to perform its duties as set out in its terms of reference; iii. to have full and unrestricted access to information pertaining to the Company and the Group; iv. to have direct communication channels with the internal and external auditors; and v. to obtain external legal or other independent professional advice as necessary. Notwithstanding anything to the contrary hereinbefore stated, the Audit Committee does not have executive powers and shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group. Responsibility Where the Audit Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Securities, the Audit Committee has the responsibility to promptly report such matter to the Bursa Malaysia Securities Berhad. REVIEW OF THE COMPOSITION OF THE AUDIT COMMITTEE The term of office and performance of the Audit Committee and each of the members shall be reviewed by the Board of Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference. Duties The duties of the Audit Committee are: i. to consider the appointment, resignation and dismissal of external auditors and the audit fee; ii. to review the nature and scope of the audit with the internal and external auditors before the audit commences; iii. to review the quarterly and annual financial statements of the Company and the Group focusing on the matters set out below, and thereafter to submit them to the Board: • • • • iv. any changes in accounting policies and practices; significant adjustments arising from the audit; the going concern assumption; and compliance with accounting standards and regulatory requirements; to discuss problems and reservations arising from the interim and final audits, and any matter the external auditors may wish to discuss; >> 13 A UDIT COMMITTEE REPORT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia v. to review the audit reports prepared by the internal and external auditors, the major findings and management’s responses thereto; vi. to review the adequacy of the scope, functions and resources of the internal and management audit department and whether it has the necessary authority to carry out its work; vii. to consider the report, major findings and management’s response thereto on any internal investigations carried out by the internal auditors; viii. to review any appraisal or assessment of the performance of executive(s) in the internal and management audit department; ix. to approve any appointment or termination of executive(s) in the internal and management audit department; x. to be informed of any resignation of executives in the internal and management audit department and to provide the resigning executive an opportunity to submit his/her reason for resignation; xi. to review the evaluation of the systems of internal control with the auditors; xii. to review the assistance given by the Company’s and the Group’s employees to the auditors; xiii. to review related party transactions entered into by the Company and the Group to ensure that such transactions are undertaken on the Group’s normal commercial terms and that the internal control procedures with regards to such transactions are sufficient; and xiv. any such other functions as may be agreed to by the Audit Committee and the Board. ACTIVITIES OF THE AUDIT COMMITTEE DURING THE YEAR In line with the terms of reference of the Audit Committee, the following activities were carried out by the Audit Committee during the year ended 31 January 2005 in the discharge of its functions and duties: i. review of the audit plans for the year for the Company and the Group prepared by the internal and external auditors; ii. review of the audit reports for the Company and the Group prepared by the internal and external auditors and consideration of the major findings by the auditors and management’s responses thereto; iii. review of the quarterly and annual reports of the Company and the Group prior to submission to the Board of Directors for consideration and approval; iv. review of the disclosure on related party transactions entered into by the Company and the Group in the annual report of the Company; v. review of the Circular to shareholders in relation to the General Mandate for recurring related party transactions before recommending it for the Board of Directors’ approval; vi. commissioning of special reviews on specific areas of financial operations of the Group; and vii. meet with the external auditors in the absence of management except the Company Secretary. >> 14 A UDIT COMMITTEE REPORT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia INTERNAL AUDIT FUNCTIONS The Company has an Internal and Management Audit Department whose principal responsibility is to undertake regular and systematic reviews of the systems of controls so as to provide reasonable assurance that such systems continue to operate satisfactorily and effectively in the Company and the Group. The Department is also responsible for the conduct of regular and systematic reviews of environmental, safety and health issues in the Company and the Group. The attainment of such objective involves the following activities being carried out by the Department: i. reviewing and appraising the soundness, adequacy and application of accounting, financial and other controls and promoting effective control in the Company and the Group at reasonable cost; ii. ascertaining the extent of compliance with established policies, procedures and statutory requirements; iii. ascertaining the extent to which the Company’s and the Group’s assets are accounted for and safeguarded from losses of all kinds; iv. appraising the reliability and usefulness of information developed within the Company and the Group for management; v. recommending improvements to the existing systems of controls; vi. carrying out audit work in liaison with the external auditors to maximize the use of resources and for effective coverage of audit risks; vii. carrying out investigations and special reviews requested by management and/or the Audit Committee of the Company; and viii. identifying opportunities to improve the operations of and processes in the Company and the Group. STATEMENT VERIFYING ALLOCATION OF OPTIONS The Audit Committee has reviewed and verified that the allocation of share options pursuant to the Employees’ Share Options Scheme (�ESOS’) for the year ended 31 January 2005 was made in accordance with the provisions set out in the Bye-Laws of the ESOS. >> 15 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia THE CODE The Board of Quality Concrete Holdings Berhad (�Board’) is committed in ensuring that the principles and best practices on structures and processes as sets out in the Malaysian Code on Corporate Governance (�Code’) are practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholder value and financial performance of the Group and the Company. Details on how the Company has applied the principles and complied with the best practices set out in part I and II of the Code, pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities are reported as below. 1. The Board of Directors 1.1 Board composition and balance The Board has the overall responsibility for corporate governance, strategic direction and overseeing the investments of the Company. The Group is led and managed by an experienced Board. Collectively, the Directors have a wide range of legal, business, financial and technical experience. The mix of skills and experience is vital for the successful direction of the Group. A brief profile of each Director is presented on pages 10 to 11. The Board currently has seven (7) members, comprising four (4) Non-Executive Directors and three (3) Executive Directors. Three of the Seven Directors are Independent Directors, which complies with the statutory requirement of a minimum of one-third. 1.2 Roles and responsibilities There is a clear division of responsibility between the Executive Chairman and the Group Managing Director to ensure that there is a balance of power and authority. The roles of the Chairman and the Group Managing Director are separated and clearly defined. The Chairman is responsible for the Group’s corporate affairs and development and he is also tasked with ensuring the effectiveness and conduct of the Board in carried out its duties and responsibilities whilst the Group Managing Director has overall responsibilities over the operating units, organisational effectiveness and implementation of Board policies and decisions. The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate accountability. Although all the Directors have an equal responsibility for the Group’s operations, the role of these Independent Non-Executive Directors is particularly important as they provide unbiased and independent views, advice and judgement to take account of the interests, not only of the Group, but also of shareholders, employees, customers, suppliers and the many communities in which the Group conducts business. >> 16 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 1.3 Board meetings During the financial year ended 31 January 2005, three (3) Board meetings were held. Details of the attendance of the Directors at the Board Meetings are disclosed in their respective personal profiles set out as follows:Directors No. of meetings attended Tiang Ming Sing 3 out of 3 Tiang Ching Kok 3 out of 3 Datuk Hajjah Raziah @ Rodiah Binti Mahmud 3 out of 3 Edmund Goh Chze Jin 3 out of 3 Michael Ong Kee Tuan 3 out of 3 Alfed Ong Sze Lee 3 out of 3 Robin Lo Bing 3 out of 3 1.4 Supply of information All Directors are provided with an agenda and a set of Board papers prior to Board meetings. This is issued in sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before the meeting. The Board papers include, among others, the following:i. financial performance of the Group and of the Company; ii. corporate and investment strategies and plans; iii. other major operational and financial issues; iv. minutes of the Management Committee meetings; v. minutes of all other Sub-Committees meetings; and vi. annual budgets. In addition, there is a schedule of matters reserved specifically for the Board’s decision, including the approval of corporate plans and annual budgets, acquisitions and disposals of undertakings and properties of a substantial value, major investments and financial decisions, and changes to the management and control structure within the Group, including key policies and procedures and delegated authority limits. Directors may obtain independent professional advice in the furtherance of their duties, at the Company’s expense. All Directors have access to the advice and services of the Company Secretary in carrying out their duties. >> 17 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 2. The Board of Directors The following Board Committees have been established to assist the Board in the execution of its responsibilities. a. Audit Committee The Audit Committee reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors. The Committee has full access to the auditors both internally and externally who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external auditors in the absence of management at the start of each meeting except for the Company Secretary. The report on the Audit Committee may be found on pages 12 to 15. b. ESOS Committee The ESOS Committee was established to administer the Quality Concrete Holdings Berhad’s Employees’ Share Option Scheme in accordance with the objectives and regulations thereof and to determine participation eligibility, option offers and share allocations and to attend to such other matters as may be required. The members of the Committee are Mr. Tiang Ming Sing, Mr. Tiang Ching Kok and Mr. Edmund Goh Chze Jin. Meetings of the ESOS Committee are held when necessary. During the financial year ended 31 January 2005, no meeting was held. c. Nomination Committee The Nomination Committee, which was set up on 2 May 2003, is responsible for recommending board appointments and assessment of directors on an on-going basis. The current members of the Nomination Committee are Mr. Tiang Ming Sing, Mr. Michael Ong Kee Tuan and Mr. Robin Lo Bing. During the financial year ended 31 January 2005, no meeting was held. d. Remuneration Committee The Remuneration Committee, which was set up on 2 May 2003, is responsible for determining the level and make up of Executive Directors’ remuneration for Quality Concrete Holdings Berhad and its subsidiaries so as to ensure that the Group attracts and retains the Directors of the necessary caliber, experience and quality needed to run the Group successfully. The Current members of the Remuneration Committee are Mr. Tiang Ming Sing, Mr. Michael Ong Kee Tuan and Mr. Robin Lo Bing. >> 18 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 3. Re-election of the Directors In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to election by shareholders at the first Annual General Meeting after their appointment. In accordance with the Articles of Associations, at each Annual General Meeting one third of the Directors for the time being or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who become Directors on the same day those to retire (unless they otherwise agree among themselves) shall be determined by lot. All Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election. 4. Directors’ Remuneration The details of remuneration of the Directors of the Company for the financial year ended 31 January 2005 are as follows:Category Fees RM’000 Emoluments RM’000 Total Remuneration RM’000 Executive Directors 10 758 768 Non-Executive Directors 19 8 27 Total 29 766 795 The number of Directors whose total remuneration falls within the following bands is as follows:Executive Directors Non-Executive Directors Below RM50,000 - 5 RM50,001 - RM100,000 - - RM100,001 - RM200,000 - - RM200,001 - RM250,000 - - RM250,001 - RM300,000 1 - RM300,001 - RM350,000 1 - RM350,001 - RM400,000 - - RM400,001 - RM450,000 1 - >> 19 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 5. Directors’ Training All the Directors had completed the Mandatory Accreditation Programme (�MAP’) conducted by the Research Institute of Investment Analysis Malaysia, an affiliate company of the Bursa Malaysia Securities Berhad (�BMSB’). In addition, they have also attended seminars and Mandatory Continuing Programmes (�CEP’) as prescribed by BMSB which include corporate practices and governance for Company Directors, updates on regulatory issues, risk management, Directors remunerations and investors information, Audit Committees’ unique competency requirements and understanding and minimising the risk of accounting manipulations. A register has been maintained to record the number of CEP hours accumulated by each Director. The Company will see to it that the Directors continue to attend other relevant training programmes to enhance their knowledge from time to time. 6. Investor Relations and Shareholder Communication The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company. In addition to various announcements made during the year, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Group’s performance and operations. The Company has been using the Annual General Meeting, usually held in July each year, as a means of communicating with shareholders. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Members of the Board as well as the Auditors of the Company are present to answer questions raised at the meeting. Any queries or concerns regarding the Quality Concrete Group may be conveyed to the following persons:i. Mr. Michael Ong Kee Tuan, Independent Non-Executive Director Telephone number : 6082-338123 Facsimile number : 6082-336784 ii. Mr. Tiang Ching Kok, Managing Director Telephone number : 6082-206608 Facsimile number : 6082-206607 iii. Mr. Edmund Goh Chze Jin, Executive Director Telephone number : 6082-206603 Facsimile number : 6082-206607 7. Financial Reporting In presenting the annual financial statements and quarterly announcement of results to shareholders, the Directors aim to present a balanced and understandable assessment of the Group’s position and prospects. The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. All accounting standards which the Board considers to be applicable have been followed, subject to any explanations and material departures disclosed in the notes to the financial statements. >> 20 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 8. Internal Control The Directors acknowledge their responsibility for the Group’s system of internal controls, which is designed to identify and manage the risks facing the businesses in pursuit of its objectives. The system of internal control covers management and financial risks, organisational, operational and compliance controls to safeguard shareholders’ investments and the Group’s assets. This system, by its nature, can only provide reasonable and not absolute assurance against misstatement or loss. The key elements of the Group’s internal control system are described below:• Clearly defined delegation of responsibilities to Committees of the Board and the management of Group Head Office and operating units, including authorisation levels for all aspects of the businesses. Each operating unit has clear accountabilities for ensuring that appropriate risk management and control procedures are in place. These delegations are subject to periodic review throughout the year as to their implementation and for their continuing suitability. • Clearly documented internal procedures set out in the Operating Manuals and the Group Procedures and Authorities. • Regular internal audit visits to monitor compliance with procedures and assess the integrity of financial information provided. • Regular and comprehensive information provided to management, covering financial performance and key business indicators, such as staff utilisation and cash flow performance. • A detailed budgeting process where operating units prepare budgets for the coming year which are approved both at the operating units level and by the Board. • Monitoring of results against budget, with major variances being followed up and management action taken, where necessary. • Visits to operating units by members of the Board and senior management. The Board undertakes ongoing reviews of the key operational and financial risks facing the Group’s businesses together with those areas relating to compliance with laws and regulations. The monitoring arrangements in place give reasonable assurance that the structure of controls and operation is appropriate to the Company’s and the Group’s situation and that there is an acceptable level of risk throughout the Group’s businesses. 9. Relationship with the Auditors The Audit Committee and the Board have established formal and transparent arrangements with the Company’s external auditors to maintain appropriate relationship. The role of Audit Committee in relation to the external auditors is stated on pages 12 to 15. The external auditors will from time to time highlight to the Audit Committee and Board of Directors on matters that require the Board’s attention. >> 21 S TATEMENT ON CORPORATE GOVERNANCE Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia 10. Additional Compliance Information The following information is presented in compliance with the BMSB Listing requirements: 10.1 Share buybacks During the financial year, the Company did not enter into any share buybacks transactions. 10.2 Options, warrants or convertible securities The Company has not issued any options, warrants or convertible securities during the financial year, other than the granting/exercise of options under the Employees’ Share Option Scheme as disclosed in the Directors’ Report. 10.3 American Depository Receipt (�ADR’) or Global Depository Receipt (�GDR’) programme During the year, the Company did not sponsor any ADR or GDR programme. 10.4 Imposition of sanctions and penalties There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the financial year. 10.5 Non-audit fee The amount of non-audit fees paid to the external auditors by the Group and by the Company for the year amounted to RM53,000. 10.6 Profit guarantee During the financial year, there was no profit guarantee given by the Company. 10.7 Material contracts None of the Directors and/or Major Shareholders had any material contract with the Company and/or its subsidiaries during the financial year ended 31 January 2005. >> 22 S TATEMENT ON DIRECTORS’ RESPONSIBILITY Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia The Directors are required by the Companies Act, 1965 (�the Act’) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and the Company at the end of the financial year and the profit or loss of the Group and the Company for the financial year. As required by the Act and the Listing Requirements of Bursa Malaysia Securities, the financial statements have been prepared in accordance with the applicable MASB Approved Accounting Standards in Malaysia and the provision of the Act. The Directors consider that in preparing the financial statements for the year ended 31 January 2005 set out on pages 30 to 79, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors have responsibility for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the financial position of the Group and the Company which enable them to ensure that the financial statements comply with the Act. The Directors have general responsibility for taking such steps as are reasonably available to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. >> 23 S TATEMENT ON INTERNAL CONTROL Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia STATEMENT ON INTERNAL CONTROL Pursuant to paragraph 15.27(b) of the Bursa Malaysia Securities’ Revamped Listing Requirements The Board of Directors of Quality Concrete Holdings Berhad (�Board’) is pleased to provide the following statement on the extent of compliance with the Principles and Best Practices of good corporate governance as set out in the Malaysian Code of Corporate Governance by the Group. Board Responsibility The Board acknowledges the importance of having an effective internal control system and a well structured risk management framework to safeguard the interest of shareholders, customers, employees and as well as the Group’s assets. The Board understands its overall responsibility for establishing an efficient and effective system of internal control covering not only financial controls but also relating to operational, compliance and risk management and for reviewing the adequacy and integrity of the system. However, due to the limitations that are inherent in any system of internal control, those systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has established an ongoing process for identifying, evaluating and managing the principal risks faced, or potentially exposed to, by the Group in pursuing its business objectives. The process is being continually monitored and reviewed for its adequacy and effectiveness to ensure it is in accordance with the Internal Control Guidance. Risk Management Framework The Board and management are proactive in identifying significant risks associated with its business processes. The Risk Management Committee was established in April 2004 to coordinate the implementation of an enterprisewide risk management programme for the Group. The Committee comprises two (2) representatives from the Board, the management representatives from the respective subsidiaries and also the Internal Auditor. Monthly management meetings were held with the respective risk owners and their management teams to identify and evaluate any new emerging risks, update the business risk profiles and put in place the appropriate risk response strategies and controls to manage and maintain those risks at a level acceptable to the Board. Internal Audit Function The Board acknowledges the importance of internal audit function and has in place an internal audit unit which reports directly to the Audit Committee on a quarterly basis. The Group has also appointed an independent professional audit firm to further strengthen and to provide additional assurance regarding the effectiveness as well as the adequacy and integrity of the Group’s internal control system. The internal audit function adopts a risk-based approach in developing its audit strategy and plan which focuses on identifying principal risks affecting the achievement of the Group’s business objectives, assessing the likelihood and impact of these risks, evaluating the effectiveness of the existing controls in place and formulating action plans to improve the internal control system. Scheduled internal audit visits are carried out by the internal audit unit together with the independent professional audit team based on the audit plan presented to and approved by the Audit Committee. On a quarterly basis, the internal auditors report to the Audit Committee on areas for improvement and will subsequently follow up to ensure that corrective actions on reported weaknesses are remedied within the required time frame by the Management of the respective subsidiaries. >> 24 S TATEMENT ON INTERNAL CONTROL Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia Key Elements of Internal Control The Group has also put in place the following key elements of internal control: • An organisational structure with well defined scope of responsibilities, accountabilities and appropriate level of delegated authorities; • A process of hierarchical reporting which provides for a documented and auditable trail of accountability; • Regular and comprehensive information provided to management covering both financial and operational performance and key business indicators, for effective monitoring and decision making; • Regular visits to operating units and close involvement in daily operations of the Group by Executive Directors and senior management; • Regular Board and Audit Committee meetings are held to identify and resolve operational and financial issues; • The Audit Committee reviews and holds meetings with management on the proposed action to be taken on significant internal control issues identified by internal and external auditors. Board Review The Board is of the view that based on the internal auditors’ report, there is a reasonable assurance that the Group’s internal control system is in place and operating as designed. A number of minor internal control weaknesses were identified during the year, all of which have been, or are being addressed. None of the weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report. The Board is continuosly reviewing and implementing measures to strengthen the internal control system of the Group. This statement has been reviewed by the external auditors in compliance with Paragraph 15.24 of Bursa Malaysia Securities’ Revamped Listing Requirements. This statement is issued in accordance with a resolution of the Directors dated 5 May 2005. >> 25 E XECUTIVE CHAIRMAN’S STATEMENT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia OPERATIONAL REVIEW In general, 2004 had been a challenging year for the Group. The economic and market conditions commencing from the middle of last year were rather inflationary with the escalation of crude oil price which resulted in significantly higher cost of raw materials such as polypropylene (�PP’) resins and polyethylene (�PE’) resins by 40% and 50% respectively. Polyflow Pipes Sdn. Bhd. (�PPSB’) which produces PE pipes was able to a certain extent, counter the PE resins cost escalation through advanced purchases from its suppliers. Furthermore, PPSB, through its marketing efforts succeeded in securing increased sales volume from the public sector. PPSB recorded a PBT of RM8.5 million for the financial year ended 31 January 2005. CHAIRMAN’S STATEMENT On behalf of the Board of Directors of Quality Concrete Holdings Berhad, I am pleased to present the Annual Report and Audited Financial Statements of the Group for the financial year ended 31 January 2005. FINANCIAL RESULTS For the financial year under review, the Group recorded a total revenue of RM156.2 million, which is a decrease of 3.1% from RM161.2 million recorded in the previous financial year. The decrease was mainly due to lower revenue recorded by Quality Concrete Sdn. Bhd (�QCSB’), Kutex Sdn. Bhd. (�Kutex’) and Hong Wei Holdings Sdn. Bhd. (�Hong Wei’) The Profit Before Tax (�PBT’) of the Group decreased from RM15.6 million in the previous financial year to RM6.6 million for the financial year ended 31 January 2005. This was due to the drop in revenue mentioned above coupled with the escalation of cost of raw materials arising from the high cost of fuel during the year, investment losses and general increase in operational cost. The decrease in PBT resulted in a drop in Earnings Per Share from 21.6 sen to 7.4 sen. However, the Group’s fundamentals remain strong as Shareholders’ Funds increased from RM128.4 million to RM133.4 million with Net Tangible Asset Per Share increasing from RM2.2 to RM2.3. >> 26 Kutex, on the other hand, had not been able to make advanced purchases on more favourable terms because of its smaller requirement for raw material. Although there were strong competitions from other Malaysian and overseas producers of PP bags, Kutex through its marketing efforts was able to secure clients from major customers to end the financial year on a positive note, albeit at a lower PBT of approximately RM0.35 million compared to that of the preceding year. E XECUTIVE CHAIRMAN’S STATEMENT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia QCSB recorded a PBT of approximately RM1.5 million for the financial year ended 31 January 2005, a drop of 4% from the preceding financial year. The decline in PBT was mainly due to reduced sales volume in a very competitive market and higher cost of operation in later part of the year arising from higher cost of fuel, sand and aggregates. On the other hand, Lee Ling Timber Products Sdn. Bhd. (�LLTP’) recorded a loss of approximately RM1.4 million for the financial year ended 31 January 2005. The losses were attributed mainly to the trading of imported sawn timber which encountered substantial reduction in prices offered by its customers towards the second half of the year. The increase in local logs prices in the year also contributed to higher cost of production. STRATEGIES AND PROSPECTS FOR THE NEW FINANCIAL YEAR In the new financial year, the Group will concentrate on its core business areas focusing on the following fundamental strategies:- • Diversify Hong Wei’s commercial and housing development activities to cover the main growth centres in Sarawak through development of its existing land bank and new acquisition of land in high growth areas or by entering into projectsharing basis with landowners; and • To intensify sales of ready-mixed concrete and precast concrete piles to the residential and commercial developers in view of the growth in the private construction sector especially in the major towns of Sarawak while aiming to enhance its market dominance in the supply to projects in the public sector. Internally, emphasis will be placed on increasing production efficiency and maintaining high product quality. In addition to the above strategies, the Group will also explore other businesses and investment opportunities both locally and overseas in order to enhance and diversify the Group’s revenue base. The Group is expected to continue to be profitable for the financial year ending 31 January 2006. • Increase market share and expand the product range of PPSB and identify investment opportunity in areas outside of Sarawak such as the joint venture for production of PE pipes in Burnei Darulssalam; • Increase production and sales of sawn timber and woodworking products and to widen overseas markets for LLTP products especially those which are granted pioneer status incentive; >> 27 E XECUTIVE CHAIRMAN’S STATEMENT Quality Concrete Holdings Berhad (378282-D) Incorporated In Malaysia ACKNOWLEDGEMENT On behalf of the Board of Directors, I wish to express our sincere appreciation to the management and staff of the Group for their dedication, hard work, commitment and contributions to the growth of the Group. I also wish to convey our appreciation to our customers, suppliers, business associates, bankers, relevant government authorities and shareholders for their continued support. TIANG MING SING EXECUTIVE CHAIRMAN >> 28 Financial Statements Quality Concrete Holdings Berhad (378282-D) >> Incorporated In Malaysia Financial Statements Financial Statements Incorporated In Malaysia << Directors' Report The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 January 2005. Principal activities The principal activities of the Company are investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 12 to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year. Results Net profit for the year Group RM’000 Company RM’000 4,295 ==== 1,637 ==== There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the Statements of Changes in Equity. In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature. Directors The names of the directors of the Company in office since the date of the last report and at the date of this report are: Tiang Ming Sing Tiang Ching Kok Edmund Goh Chze Jin Datuk Hajjah Raziah @ Rodiah Binti Mahmud Robin Lo Bing Michael Ong Kee Tuan (Appointed on 8 May 2004) Alfed Ong Sze Lee Directors’ benefits Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than the options over shares granted by the Company to Eligible Employees, including Executive Directors of the Company, pursuant to the Company’s Employees’ Share Option Scheme. Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 7 to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 31 to the financial statements. >> 30 Directors' Report (contd.) Directors’ interests According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares and options of the Company during the financial year were as follows: Number of Ordinary Shares of RM1 Each 1 February 2004 Bought Sold 31 January 2005 8,915,000 - (2,000,000) 6,915,000 1,179,000 272,405 - - 1,179,000 272,405 9,726,000 18,641,000 2,000,000 - - 11,726,000 18,641,000 Direct Interest: Tiang Ming Sing Datuk Hajjah Raziah @ Rodiah Binti Mahmud Robin Lo Bing Indirect Interest: Tiang Ming Sing Tiang Ching Kok Exercise price RM Tiang Ming Sing Tiang Ching Kok 1.38 1.59 Number of Options over Ordinary Shares of RM1 Each 1 February 2004 and 31 January 2005 400,000 200,000 By virtue of their interests in shares of the Company and Section 6A of the Companies Act 1965, Tiang Ming Sing and Tiang Ching Kok are also deemed interested in the shares of the subsidiaries to the extent that the Company has an interest. None of the other directors in office at the end of the financial year had any interest in shares and options in the Company or its related corporations during the financial year. Share capital During the current financial year, the issued and paid-up share capital of the Company was increased from 57,413,000 to 57,953,000 by the issuance of 540,000 new ordinary shares of RM1 each on conversion of 499,000, 21,000 and 20,000 options at the option prices of RM1.38, RM1.53 and RM1.59 each, respectively. All the new ordinary shares that were issued rank pari passu in all respects with the existing shares of the Company. The share premium arising from the issue amounted to RM213,000. Employees’ Share Option Scheme Pursuant to the Company’s Employees’ Share Option Scheme (�ESOS’) which came into effect on 30 November 2001, 3,993,000 options were offered to Eligible Employees and Executive Directors of the Company and its subsidiaries at the offer price of RM1.38 per share. A second offer of 562,000 options was approved under the ESOS and offered to new Eligible Employees and Executive Directors of the Company and its subsidiaries on 22 January 2003 at the offer price of RM1.53 per share. >> 31 Financial Statements Financial Statements Incorporated In Malaysia << Directors' Report (contd.) Employees’ Share Option Scheme (contd.) A third offer of 400,000 options was approved under the ESOS and offered to new Eligible Employees and Executive Directors of the Company and its subsidiaries on 8 July 2003 at the offer price of RM1.59 per share. The main features of the ESOS are: (a) Eligible Employees are full time employees and Executive Directors of the Company or of eligible subsidiaries who have been confirmed in the employment of the Group and have served for a continuous period for at least one year before the date of the offer. (b) The total number of new shares to be offered and allotted under the ESOS shall not exceed 10% of the issued and paid-up share capital of the Company at any point in time during the duration of the ESOS. (c) The option period is for five years from the date of the implementation of the ESOS, 30 November 2001. (d) The option price at which the Eligible Employees are entitled to exercise the options shall be the higher of a discount of not more than ten (10) percent on the average of the mean market quotation of the shares as shown in the daily official list issued by Bursa Malaysia Securities Berhad for five (5) trading days immediately preceding the date of offer, or the par value of the shares. (e) The options granted may be exercised at any time within the option period and the basis on which the options may be exercised are as follows: Options Granted Below 10,000 10,000 to less than 50,000 50,000 and above Maximum Percentage of Options Exercisable in Each Year commencing from the Date of Offer Year 1 Year 2 Year 3 Year 4 Year 5 % % % % % 33.3* 25 20 33.3* 25 20 33.3* 25 20 25 20 20 * rounded to the nearest 1,000 shares (f) No employees shall participate at any time in more than one ESOS implemented by the Company within the Group. (g) The Eligible Employees of the Group who are entitled to participate in the ESOS shall be those who fall within any of the categories listed hereunder. The minimum amount of shares in the Company that may be offered and allocated to an Eligible Employee shall not be less than 1,000 new ordinary shares nor exceed the Maximum Entitlement as set out opposite their respective categories listed as follows: Categories of Employees Group Executive Director Subsidiaries’ Executive Director Management I Management II Management III Management IV Executive I Executive II >> 32 Grade Maximum Entitlement Number of Options (’000) 1 2 3 4 5 6 7 8 500 400 250 150 90 55 35 22 Directors' Report (contd.) Employees’ Share Option Scheme (contd.) Categories of Employees Executive III Executive IV Non-Executive I Non-Executive II Non-Executive III Grade Maximum Entitlement Number of Options (’000) 9 10 11 12 13 10 10 7 5 4 The status of the scheme as at 31 January 2005 was as follows: A. B. C. D. E. F. G. H. I. J. K. L. M. N. O. Total options approved for ESOS on 1 November 2000 Total options offered on 30 November 2001 Total options forfeited on 1 February 2001 to 31 January 2002 Total options available for exercise on 1 February 2002 [B-C] Total options exercised on 1 February 2002 to 31 January 2003 Total options forfeited on 1 February 2002 to 31 January 2003 Total options offered on 22 January 2003 Balance of options available for exercise as at the close of business on 31 January 2003 [D-(E+F)+G] Total options offered on 8 July 2003 Total options exercised on 1 February 2003 to 31 January 2004 Total options forfeited on 1 February 2003 to 31 January 2004 Balance of options available for exercise at the close of business on 31 January 2004 [(H+I)-(J+K)] Total options exercised on 1 February 2004 to 31 January 2005 Total options forfeited on 1 February 2004 to 31 January 2005 Balance of options available for exercise at the close of business on 31 January 2005 [L-(M+N)] 5,222,000 3,993,000 9,000 3,984,000 379,000 255,000 562,000 3,912,000 400,000 234,000 492,000 3,586,000 540,000 169,000 2,877,000 The outstanding options to take up unissued ordinary shares of RM1 each and the option prices are as follows: Options over Ordinary Shares of RM1 Each Date of offer 30 November 2001 22 January 2003 8 July 2003 Option price RM 1.38 1.53 1.59 1 February 2004 2,661,000 525,000 400,000 –––––––– 3,586,000 ======== Forfeited (147,000) (22,000) ––––––– (169,000) ======= Exercised (499,000) (21,000) (20,000) ––––––– (540,000) ======= 31 January 2005 2,015,000 482,000 380,000 –––––––– 2,877,000 ======== The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list of option holders and their holdings. Other statutory information (a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps: >> 33 Financial Statements Financial Statements Incorporated In Malaysia << Directors' Report (contd.) Other statutory information (contd.) (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and (ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the directors are not aware of any circumstances which would render: (i) it necessary to write off any bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and (ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading. (c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. (d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. (e) As at the date of this report, there does not exist: (i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or (ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year. (f) In the opinion of the directors: (i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and (ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made. Auditors The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the directors Tiang Ching Kok Kuching, Malaysia Date: 5 May 2005 >> 34 Edmund Goh Chze Jin Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 We, Tiang Ching Kok and Edmund Goh Chze Jin, being two of the directors of Quality Concrete Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 37 to 79 are drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 January 2005 and of the results and the cash flows of the Group and of the Company for the year then ended. Signed on behalf of the Board in accordance with a resolution of the directors Tiang Ching Kok Edmund Goh Chze Jin Kuching, Malaysia Date: 5 May 2005 Statutor y Declaration pursuant to Section 169(16) of the Companies Act, 1965 I, Edmund Goh Chze Jin, being the Director primarily responsible for the financial management of Quality Concrete Holdings Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 37 to 79 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed Edmund Goh Chze Jin at Kuching in the State of Sarawak on 5 May 2005 Edmund Goh Chze Jin Before me, >> 35 Financial Statements Financial Statements Incorporated In Malaysia << Report of the Auditors to the Members of Quality Concrete Holdings Berhad We have audited the financial statements set out on pages 37 to 79. These financial statements are the responsibility of the Company’s directors. It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report. We have conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion: (a) (b) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of: (i) the financial position of the Group and of the Company as at 31 January 2005 and of the results and the cash flows of the Group and of the Company for the year then ended; and (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act. ERNST & YOUNG AF: 0039 Chartered Accountants Kuching, Malaysia Date: 5 May 2005 >> 36 YONG VOON KAR 1769/04/06 (J/PH) Partner Income Statements for the year ended 31 January 2005 Group Revenue 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 3 156,158 161,237 7,663 7,139 (131,161) ––––––– 24,997 (128,192) ––––––– 33,045 –––––– 7,663 –––––– 7,139 4,263 (9,649) (4,823) (6,102) ––––––– 8,686 2,953 (8,631) (4,462) (5,395) ––––––– 17,510 276 (1,704) (2,591) –––––– 3,644 777 (1,282) (944) –––––– 5,690 (2,136) ––––––– 6,550 (1,925) ––––––– 15,585 (549) –––––– 3,095 (409) –––––– 5,281 (2,135) ––––––– 4,415 (3,279) ––––––– 12,306 (1,458) –––––– 1,637 (1,645) –––––– 3,636 (120) ––––––– 4,295 ====== 29 ––––––– 12,335 ====== –––––– 1,637 ===== –––––– 3,636 ===== 7.43 7.20 ===== 21.55 20.87 ===== Cost of sales Gross profit Other operating income Selling and distribution expenses Administrative expenses Other operating expenses Profit from operations Finance costs 4 Profit before taxation 5 Taxation 8 Profit after taxation Minority interest Net profit for the year Earnings per share (sen) - Basic - Diluted Company Note 9 The accompanying notes form an integral part of the financial statements. >> 37 Financial Statements Financial Statements Incorporated In Malaysia << Balance Sheets as at 31 January 2005 Group Non-current assets Property, plant and equipment Land held for property development Investment in subsidiaries Other investments Goodwill on consolidation Current assets Inventories Property development costs Trade receivables Other receivables Amount due from subsidiaries Fixed deposits with a licensed bank Cash and bank balances Current liabilities Borrowings Trade payables Other payables Amount due to subsidiaries Tax payable Company Note 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 10 11(a) 12 13 14 61,400 6,450 8,668 1,028 64,631 3,409 9,813 1,085 6,935 70,903 8,668 - 7,206 70,903 9,813 - 15 11(b) 16 17 18 19 27,553 10,404 53,596 19,335 300 4,902 ––––––– 116,090 29,920 10,211 55,038 20,392 300 5,210 ––––––– 121,071 2,137 19,914 ––––––– 22,051 1,718 17,339 ––––––– 19,057 20 21 22 18 31,692 9,597 10,794 461 ––––––– 52,544 34,951 13,740 11,313 ––––––– 60,004 1,280 3,818 4,119 ––––––– 9,217 1,207 2,957 5,815 ––––––– 9,979 63,546 ––––––– 141,092 ======= 61,067 ––––––– 140,005 ======= 12,834 ––––––– 99,340 ======= 9,078 ––––––– 97,000 ======= 57,953 75,496 ––––––– 133,449 57,413 70,988 ––––––– 128,401 57,953 41,341 ––––––– 99,294 57,413 39,491 ––––––– 96,904 - (120) - - 1,333 6,310 3,189 8,535 46 - 96 - 7,643 ––––––– 141,092 ======= 11,724 ––––––– 140,005 ======= 46 ––––––– 99,340 ======= 96 ––––––– 97,000 ======= Net current assets Financed by: Share capital Reserves 24 25 Shareholders’ equity Minority interest Non-current liabilities Borrowings Deferred tax liabilities 20 26 The accompanying notes form an integral part of the financial statements. >> 38 Statement of Changes in Equity for the year ended 31 January 2005 Share capital RM’000 Non-distributable → → Share Revaluation Capital Distributable Retained profit RM’000 premium RM’000 reserve RM’000 reserve RM’000 57,179 24,784 8,378 846 24,652 115,839 Transfers within reserves on realisation - - (1,333) - 1,333 - Net profit for the year - - - - 12,335 12,335 234 89 - - - 323 –––––– 57,413 (96) –––––– 24,777 –––––– 7,045 –––––– 846 –––––– 38,320 (96) ––––––– 128,401 Transfers within reserves on realisation - - (1,248) - 1,248 - Net profit for the year - - - - 4,295 4,295 540 –––––– 57,953 ===== 213 –––––– 24,990 ===== –––––– 5,797 ===== –––––– 846 ===== –––––– 43,863 ===== 753 ––––––– 133,449 ====== Note Total RM’000 Group At 1 February 2003 Issue of shares 24 Share issue expenses written-off At 31 January 2004 Issue of shares At 31 January 2005 24 The accompanying notes form an integral part of the financial statements >> 39 Financial Statements Financial Statements Incorporated In Malaysia << Statement of Changes in Equity for the year ended 31 January 2005 (contd.) Note Share capital RM’000 Nondistributable Share premium RM’000 Distributable Retained profit RM’000 Total RM’000 57,179 24,784 11,078 93,041 - - 3,636 3,636 234 89 - 323 –––––– 57,413 (96) –––––– 24,777 –––––– 14,714 (96) –––––– 96,904 Company At 1 February 2003 Net profit for the year Issue of shares 24 Share issue expenses written-off At 31 January 2004 Net profit for the year Issue of shares At 31 January 2005 24 - - 1,637 1,637 540 –––––– 213 –––––– –––––– 753 –––––– 57,953 ====== 24,990 ====== 16,351 ====== 99,294 ====== The accompanying notes form an integral part of the financial statements. >> 40 Cash Flow Statements for the year ended 31 January 2005 Group Note Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 6,550 15,585 3,095 5,281 57 4,892 (281) 57 5,058 (183) 291 (6,431) 297 (6,233) (1,566) 49 - 9 (1,548) (343) 1,976 3,826 13 17 (37) 1,772 (792) 17 (1,548) 459 3,826 2 329 (537) 14 983 2,286 - 609 (54) –––––– –––––– –––––– –––––– 14,522 23,812 (306) (231) 40 2,408 400 (4,662) –––––– 12,708 2,717 (3,908) (8,198) 3,311 –––––– 17,734 (76) 861 (4,271) –––––– (3,792) 215 416 (4,277) –––––– (3,877) (2,208) (4,905) –––––– (2,028) (2,789) –––––– (459) –––––– (329) 211 –––––– 5,595 –––––– 12,917 –––––– (4,251) –––––– (3,995) –––––– Cash flows from operating activities Profit before taxation Adjustments for: Amortisation of goodwill Depreciation Gross dividend income (Gain)/loss on disposal of property, plant and equipment Impairment in value of investments net of amount written-back Interest income Interest expense Loss/(gain) on disposal of other investments Loss on disposal of property held for resale Property, plant and equipment written-off Provision for doubtful debts net of provision no longer required Provision for slow moving inventories no longer required Operating profit/(loss) before working capital changes Decrease in property development costs Decrease/(increase) in inventories Decrease/(increase) in receivables (Decrease)/increase in payables Increase in amount due from subsidiaries Cash generated from/(used in) operations Interest paid Taxation paid, net of refund Net cash generated from/(used in) operating activities >> 41 Financial Statements Financial Statements Incorporated In Malaysia << Cash Flow Statements for the year ended 31 January 2005 (contd.) Group Note Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 (12,129) 10,996 (1,982) (3,535) 3,419 (5,378) (12,129) 10,996 (22) (3,535) 3,144 (73) 2,030 178 - 100 (842) 202 334 –––––– (3,409) 132 37 –––––– 4,630 –––––– 4,488 –––––– (1,391) –––––– (8,556) –––––– 3,475 –––––– 4,124 –––––– 753 (771) (1,686) 323 (96) (1,084) 1,724 (1,363) 753 (50) - 323 (96) (4) - (1,759) –––––– 1,698 –––––– –––––– –––––– (3,463) –––––– 1,202 –––––– 703 –––––– 223 –––––– 741 5,563 (73) 352 (2,708) –––––– (8,271) –––––– (1,157) –––––– (1,509) –––––– (1,967) ===== (2,708) ===== (1,230) ===== (1,157) ===== Cash flows from investing activities Purchases of other investments Proceeds from disposal of other investments Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Development expenditure incurred on land held for development Dividend received Interest received Net cash (used in)/generated from investing activities Cash flows from financing activities Proceeds from issuance of shares Share issue expenses written-off Repayment of hire purchase payables Drawdown of term loans Repayment of term loans Net (repayment of)/proceeds from bankers’ acceptances and revolving credit Net cash (used in)/generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year >> 42 27 Notes to the Financial Statements - 31 January 2005 1. Corporate information The principal activities of the Company are investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 12 to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year. The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Second Board of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching. The financial statements of the Group and the Company are expressed in Ringgit Malaysia. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 5 May 2005 . 2. Significant accounting policies 2.1 Basis of preparation The financial statements of the Group and of the Company have been prepared under the historical cost convention, modified to include the revaluation of certain landed properties and unless otherwise indicated in the significant accounting policies, comply with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia. During the financial year ended 31 January 2005, the Group adopted the following MASB Standard for the first time: MASB 32 Property Development Activities The adoption of MASB 32 has not given rise to any adjustments to the opening balances of retained profit of the prior and current year or to changes in comparatives. 2.2 Basis of consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiaries. Subsidiaries are those entities in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. Where the subsidiaries are consolidated using the acquisition method of accounting, the results of subsidiaries acquired or disposed off during the financial year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and liabilities of subsidiaries are measured at their fair values at the date of acquisition. The difference between the cost of an acquisition and the fair value of the Group’s share of the net assets of the acquired subsidiary at the date of acquisition is included in the consolidated balance sheet as goodwill or negative goodwill arising on consolidation. Acquisition of subsidiaries that meets the conditions of a merger are accounted for using the merger method. Under the merger method of accounting, the results of subsidiaries are presented as if the merger had been effected throughout the current and previous financial years. In the consolidated financial statements, the cost of the merger is cancelled with the nominal values of the shares received. Any resulting credit difference is classified as equity and regarded as a nondistributable reserve. Any resulting debit difference is adjusted against any suitable reserve. >> 43 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.2 Basis of consolidation (contd.) Intra-group transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered. The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of its net assets together with any unamortised balance of goodwill and exchange differences. Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of the identifiable assets and liabilities of the acquiree as at acquisition date and the minorities’ share of movements in the acquirees’ equity since then. Minority interests are separately disclosed in the financial statements. 2.3 Goodwill Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Goodwill is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.14. Goodwill is amortised on a straight-line basis over its estimated useful life of not more than 20 years. 2.4 Investments in subsidiaries Investments in subsidiaries are stated at cost less impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.14. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement. 2.5 Property, plant and equipment and depreciation Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.14. The quarry reserve and long leasehold land and buildings of the Group were revalued in 1991 and 1999 respectively, based on independent professional valuations using open market values on an existing use basis. As permitted by the MASB, where such revaluations were a one-off isolated event prior to the adoption of the applicable Approved Accounting Standard by the MASB (MASB Standard 15, �Property, Plant and Equipment’, and International Accounting Standard 16, the predecessor standard), and provided no further revaluations have been adopted in the preparation of the financial statements, these assets have continued to be stated on the basis of their previous revalued amounts (subject to continuity in depreciation policy and the requirement to write the assets down to their recoverable amounts). Leasehold land with an unexpired lease term of more than fifty years is not depreciated. Short leasehold land is depreciated over the period of the respective leases which range from 26 years to 49 years. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates: >> 44 Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.5 Property, plant and equipment and depreciation (contd.) Buildings Quarry reserve Plant, machinery and operating equipment Motor vehicles Office furniture and equipment 2 - 25% 5% 6.67 - 50% 10 - 25% 10 - 33.3% Capital work-in-progress is not depreciated until the property, plant and equipment is fully completed and brought into use. Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets. Upon the disposal of an item of property, plant or equipment, the difference between the net disposal proceeds and the net carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that item is taken directly to retained profit. 2.6 Cash and cash equivalents Cash and cash equivalents in the Cash Flow Statements represent short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value less short term borrowings repayable on demand. 2.7 Land held for property development and property development costs (i) Land held for property development Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2.14. Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle. (ii) Property development costs Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities. When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the income statement by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. >> 45 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.7 Land held for property development and property development costs (contd.) (ii) Property development costs (contd.) Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred. Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value. The excess of revenue recognised in the income statement over billings to purchases is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is classified as progress billings within trade payables. 2.8 Inventories Inventories are stated at the lower of cost and net realisable value and are valued on a weighted average or first-in-firstout basis, as appropriate. Finished goods and work-in-progress include cost of materials, direct labour and an appropriate proportion of fixed and variable factory overheads. 2.9 Leases A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident to ownership. All other leases are classified as operating leases. (i) Finance leases Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are charged to the income statement over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as described in Note 2.5. (ii) Operating leases Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the term of the relevant lease. >> 46 Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.10 Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet date. Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except where it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill. 2.11 Employee benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group, except where they relate to property development activities, these expenses are capitalised under property development costs. (ii) Defined contribution plans As required by law, companies in Malaysia make contributions to the Employees Provident Fund (�EPF’). Such contributions are recognised as an expense in the income statement as incurred or capitalised as property development costs, as appropriate. (iii) Equity compensation benefits The Quality Concrete Holdings Berhad Employees’ Share Option Scheme (�ESOS’) allows the Group’s employees to acquire shares of the Company. No compensation cost or obligation is recognised. When the options are exercised, equity is increased by the amount of the proceeds received. 2.12 Foreign currencies Transactions in foreign currencies are initially recorded into Ringgit Malaysia at rates of exchange ruling at the date of the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at exchange rates ruling at that date. Non-monetary items initially denominated in foreign currencies which are carried at historical cost are translated using the historical rate as of the date of acquisition and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were determined. All exchange differences thus arising are dealt with in the income statement. >> 47 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.12 Foreign currencies (contd.) The principal exchange rates used for each respective unit of foreign currency ruling at the balance sheet date used are as follows: Euro United States Dollars 2.13 2005 RM 4.948 3.825 ==== 2004 RM 4.763 3.825 ==== Revenue recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. (i) Sale of goods/services Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue for services rendered is recognised upon performance of services. (ii) Sale of properties Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.7. (iii) Interest income Interest income is recognised on an accrual basis unless collectability is in doubt. (iv) Dividend income Dividend income is recognised when the right to receive payment is established. (v) Rental income Rental income from investment properties is recognised on an accrual basis. 2.14 Impairment of assets At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows. An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset. >> 48 Notes to the Financial Statements - 31 January 2005 (contd.) 2. Significant accounting policies (contd.) 2.15 Financial instruments Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument. (i) Other non-current investments Non-current investments other than investments in subsidiaries are stated at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statement. (ii) Receivables Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date. (iii) Payables Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. (iv) Interest-bearing borrowings Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received. Borrowing costs directly attributable to the acquisition and construction of property, plant and equipment are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Interest on borrowed funds utilised for construction of projects or property development activities that require substantial period of time to get them ready for their intended sale is capitalised as part of the cost of the projects up to the date of project completion. All other borrowing costs are recognised as an expense in the income statement in the period in which they are incurred. (v) Equity instruments Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared. >> 49 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 3. Revenue Revenue of the Group and of the Company consists of the following: Group Property development Manufacturing and premixing Trading Quarry operations Investment and management services Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 4,750 146,507 3,103 1,517 281 ––––––– 156,158 ====== 11,750 140,954 7,829 521 183 ––––––– 161,237 ====== 7,663 –––––– 7,663 ===== 7,139 –––––– 7,139 ===== 1,497 110 209 391 1,409 175 223 221 91 5 363 98 231 (231) ––––––– 1,976 (256) ––––––– 1,772 –––––– 459 –––––– 329 (83) 243 ––––––– 2,136 ====== (76) 229 ––––––– 1,925 ====== 90 –––––– 549 ===== 80 –––––– 409 ===== 4. Finance costs Bank interest Hire purchase interest Term loan interest Other interest charges Less: Bank interest capitalised in property development costs (Note 11) Interest expense (Note 5) Less: Bank interest charged to cost of sales Add: Bank charges >> 50 Notes to the Financial Statements - 31 January 2005 (contd.) 5. Profit before taxation Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 57 57 - - 87 12 53 4,892 75 6 47 5,058 17 3 53 291 14 2 47 297 (1,566) 49 - 9 (281) 14 (183) 49 (6,150) (281) 3 (6,050) (183) 5 (1,548) 1,976 (343) 1,772 (37) (1,548) 459 - 329 - 3,826 (792) 3,826 (537) 13 - - (1,232) (906) 172 14 290 18 19 8 20 8 983 2,286 - 609 (54) - - - 17 262 (303) 10,431 ===== 17 225 (485) 10,293 ===== 2 28 (276) 1,184 ===== 14 28 (240) 964 ===== Profit before taxation is stated after charging/(crediting): Amortisation of goodwill (Note 14) Auditors’ remuneration: Statutory audit - current year provision - underprovision in prior year Other services Depreciation (Note 10) (Gain)/loss on disposal of property, plant and equipment Gross dividend income from - subsidiaries - investments quoted in Malaysia Hire of plant and machinery Impairment in value of investments net of amount written-back Interest expense (Note 4) Interest income Loss/(gain) on disposal of other investments Loss on disposal of property held for resale Management fees Non-executive directors’ remuneration - fees - other emoluments Provision for doubtful debts net of provision no longer required Provision for slow moving inventories no longer required Property, plant and equipment written-off Rental expense Rental income Staff costs (Note 6) >> 51 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 6. Staff costs Group Salaries, allowances and bonus Provident fund contributions Social security organisation contributions Other staff related expenses Total staff costs (including Executive Directors) Amount capitalised in property development costs (Note 11) Number of employees at the end of the year Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 9,134 973 125 235 –––––– 8,718 847 119 621 –––––– 1,039 123 4 18 –––––– 642 82 3 237 –––––– 10,467 10,305 1,184 964 (36) –––––– 10,431 ===== (12) –––––– 10,293 ===== –––––– 1,184 ===== –––––– 964 ===== 677 ===== 716 ===== 13 ===== 10 ===== Included in staff costs of the Group and of the Company are Executive Directors’ remuneration amounting to RM1,007,000 (2004: RM1,212,000) and RM768,000 (2004: RM783,000) respectively, as further disclosed in Note 7. 7. Directors’ remuneration Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 202 676 209 694 10 676 14 694 103 14 13 ––––– 1,008 ––––– 83 16 4 ––––– 1,006 ––––– 82 13 ––––– 781 ––––– 65 10 4 ––––– 787 ––––– 52 8 ––––– 60 ––––– 1,068 ––––– 74 12 ––––– 86 ––––– 1,092 ––––– 19 8 ––––– 27 ––––– 808 ––––– 20 8 ––––– 28 ––––– 815 ––––– Directors of the Company Executive: Fees Salaries and bonus Provident fund and social security organisation contributions Other emoluments Benefits-in-kind Non-Executive: Fees Other emoluments >> 52 Notes to the Financial Statements - 31 January 2005 (contd.) 7. Directors’ remuneration (contd.) Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 10 2 ––––– 12 ––––– 60 112 38 ––––– 210 ––––– ––––– ––––– ––––– ––––– 120 6 ––––– 126 ––––– 138 ––––– 1,206 ==== 216 6 ––––– 222 ––––– 432 ––––– 1,524 ==== ––––– ––––– ––––– 808 ==== ––––– ––––– ––––– 815 ==== 1,007 1,212 768 783 186 ––––– 308 ––––– 27 ––––– 28 ––––– 1,193 ==== 1,520 ==== 795 ==== 811 ==== Directors of subsidiaries Executive: Fees Salaries and bonus Other emoluments Non-Executive: Fees Other emoluments Total Analysis excluding benefits-in-kind: Total executive directors’ remuneration excluding benefits-in-kind (Note 6) Total non-executive directors’ remuneration (Note 5) Total directors’ remuneration excluding benefits-in-kind >> 53 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 7. Directors’ remuneration (contd.) The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed as below: Executive 2005 Number of Directors Non-Executive 2004 2005 2004 Range of remuneration Below RM50,000 RM50,001 to RM100,000 RM100,001 to RM150,000 RM150,001 to RM200,000 RM200,001 to RM250,000 RM250,001 to RM300,000 RM300,001 to RM350,000 RM350,001 to RM400,000 RM400,001 to RM450,000 1 1 1 === 1 1 1 1 === 5 === 4 === Executive Directors of the Company have been granted the following number of options under the Employees’ Share Option Scheme (ESOS): At 1 February Granted At 31 January 2005 2004 600,000 ––––––– 600,000 ====== 400,000 200,000 ––––––– 600,000 ====== The share options were granted on the same terms and conditions as those offered to other employees of the Group (Note 24). 8. Taxation Group Income tax: Based on profit for the year (Over)/underprovided in prior years >> 54 Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 4,760 (400) –––––– 4,360 –––––– 4,022 (1,198) –––––– 2,824 –––––– 1,637 (179) –––––– 1,458 –––––– 1,620 25 –––––– 1,645 –––––– Notes to the Financial Statements - 31 January 2005 (contd.) 8. Taxation (contd.) Group Deferred tax (Note 26): Relating to origination and reversal of temporary differences Underprovided in prior years Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 (2,362) 137 –––––– (2,225) –––––– 2,135 ===== 439 16 –––––– 455 –––––– 3,279 ===== –––––– –––––– 1,458 ===== –––––– –––––– 1,645 ===== Income tax is calculated at the Malaysian statutory tax rate of 28% (2004: 28%) of the estimated assessable profit for the year. A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: 2005 RM’000 2004 RM’000 6,550 ===== 15,585 ===== 1,834 (121) (430) 1,107 8 137 (400) –––––– 2,135 ===== 4,364 (80) 493 35 (351) 16 (1,198) –––––– 3,279 ===== 3,095 ===== 5,281 ===== 866 763 8 (179) –––––– 1,458 ===== 1,479 133 8 25 –––––– 1,645 ===== Group Profit before taxation Taxation at Malaysian statutory tax rate of 28% (2004: 28%) Effect of income subject to tax rate of 20% (2004: 20%) Effect of income not subject to tax Effect of expenses not deductible for tax purposes Deferred tax assets not recognised during the year Utilisation of current year’s reinvestment allowances Underprovision of deferred tax in prior years Overprovision of tax expense in prior years Tax expense for the year Company Profit before taxation Taxation at Malaysian statutory tax rate of 28% (2004: 28%) Effect of expenses not deductible for tax purposes Deferred tax assets not recognised during the year (Over)/underprovision of tax expense in prior years Tax expense for the year >> 55 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 8. Taxation (contd.) Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 17 133 17 133 139 380 ===== 145 879 ===== ===== ===== Tax losses are analysed as follows: Tax savings recognised during the year arising from: Utilisation of current year tax losses Utilisation of tax losses brought forward from previous years Unutilised tax losses carried forward 9. Earnings per share The basic earnings per share is calculated based on the Group’s net profit for the year of RM4,295,000 (2004: RM12,335,000) on the weighted average number of ordinary shares in issue during the year of RM57,784,917 (2004: 57,241,500). The diluted earnings per share has been calculated based on the Group’s net profit for the year of RM4,295,000 (2004: RM12,335,000) and the enlarged weighted average number of ordinary shares in issue during the year of RM59,632,530 (2004: 59,091,091) as follows: Group 2005 2004 Weighted average number of ordinary shares in issue 57,784,917 57,241,500 Adjustment for Employees’ Share Option Scheme (�ESOS’) 1,847,613 ––––––––– 1,849,591 ––––––––– 59,632,530 ========= 59,091,091 ========= Weighted average number of ordinary shares for diluted earnings per share In the diluted earnings per share calculation in relation to the ESOS, a calculation is made to determine the number of shares that could have been acquired at the respective exercise prices. This calculation serves to determine the �unpurchased’ shares to be added to the ordinary shares outstanding for the purpose of computing the dilution. No adjustment is made to the profit for the year for the share option calculation. >> 56 Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment Land and buildings RM’000 Quarry reserve RM’000 Plant, machinery and operating equipment RM’000 46,288 1,216 (464) 382 ––––––– 47,422 ====== 2,400 ––––––– 2,400 ====== 42,322 724 (150) (380) –––––– 42,516 ===== 13,755 263 (155) (9) –––––– 13,854 ===== 1,470 178 (38) 7 ––––– 1,617 ==== 106,235 2,381 (807) ––––––– 107,809 ====== 23,422 24,000 ––––––– 47,422 ====== 2,400 ––––––– 2,400 ====== 42,516 –––––– 42,516 ===== 13,854 –––––– 13,854 ===== 1,617 ––––– 1,617 ==== 81,409 24,000 2,400 ––––––– 107,809 ====== 22,288 24,000 ––––––– 46,288 ====== 2,400 ––––––– 2,400 ====== 42,322 –––––– 42,322 ===== 13,755 –––––– 13,755 ===== 1,470 ––––– 1,470 ==== 79,835 24,000 2,400 ––––––– 106,235 ====== Motor vehicles RM’000 Office furniture and equipment RM’000 Total RM’000 Group Cost/valuation At 1 February 2004 Additions Disposals/written-off Reclassification At 31 January 2005 Representing: At 31 January 2005 Cost At valuation, 1999 At valuation, 1991 At 31 January 2004 Cost At valuation, 1999 At valuation, 1991 >> 57 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment (contd.) Land and buildings RM’000 Quarry reserve RM’000 Plant, machinery and operating equipment RM’000 817 120 2,860 1,137 124 5,058 - - - - 1 1 817 ===== 120 ===== 2,860 ===== 1,137 ===== 125 ==== 5,059 ===== 4,182 1,470 26,378 9,307 907 42,244 1,129 120 2,466 1,053 124 4,892 - - - - 1 1 1,129 120 2,466 1,053 125 4,893 –––––– 5,311 ===== –––––– 1,590 ===== (151) –––––– 28,693 ===== (146) –––––– 10,214 ===== (30) ––––– 1,002 ==== (327) –––––– 46,810 ===== Motor vehicles RM’000 Office furniture and equipment RM’000 Total RM’000 Group Accumulated depreciation Charged to income statement (Note 5) Capitalised in property development costs (Note 11) Depreciation charge for 2004 At 1 February 2004 Depreciation charge for the year: Charged to income statement (Note 5) Capitalised in property development costs (Note 11) Disposals/written-off At 31 January 2005 >> 58 Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment (contd.) Land and buildings RM’000 Quarry reserve RM’000 Plant, machinery and operating equipment RM’000 19,588 22,523 –––––– 42,111 ===== 810 –––––– 810 ===== 13,823 –––––– 13,823 ===== Motor vehicles RM’000 Office furniture and equipment RM’000 3,640 –––––– 3,640 ===== 615 ––––– 615 ==== Total RM’000 Group Net book value At 31 January 2005 At cost At valuation Work-in-progress At 31 January 2004 At cost At valuation 37,666 23,333 –––––– 60,999 401 –––––– 61,400 ===== 20,439 21,667 –––––– 42,106 ===== 930 –––––– 930 ===== 15,944 –––––– 15,944 ===== 4,448 –––––– 4,448 ===== 563 ––––– 563 ==== Work-in-progress 41,394 22,597 –––––– 63,991 640 –––––– 64,631 ===== Details at 1 February 2003 Cost At valuation, 1999 At valuation, 1991 Accumulated depreciation 21,761 24,000 3,520 ===== 2,400 1,350 ===== 38,448 23,418 ===== 13,079 8,476 ===== 1,353 802 ==== 74,641 24,000 2,400 37,566 ====== >> 59 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment (contd.) Land and buildings RM’000 Motor vehicles RM’000 Office furniture and equipment RM’000 7,781 –––––– 7,781 ===== 370 –––––– 370 ===== 123 22 (9) –––––– 136 ===== 8,274 22 (9) –––––– 8,287 ===== 240 ===== 46 ===== 11 ===== 297 ===== 977 36 55 1,068 240 –––––– 1,217 ===== 37 –––––– 73 ===== 14 (7) –––––– 62 ===== 291 (7) –––––– 1,352 ===== At 31 January 2005 6,564 ===== 297 ===== 74 ===== 6,935 ===== At 31 January 2004 6,804 ===== 334 ===== 68 ===== 7,206 ===== 7,767 737 ===== 507 216 ===== 142 60 ===== 8,416 1,013 ===== Total RM’000 Company Cost At 1 February 2004 Additions Written-off At 31 January 2005 Accumulated depreciation Depreciation charge for 2004 (Note 5) At 1 February 2004 Depreciation charge for the year (Note 5) Written-off At 31 January 2005 Net book value Details at 1 February 2003 Cost Accumulated depreciation >> 60 Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment (contd.) Analysis of land and buildings: Group Long leasehold land Short leasehold land Buildings Residential property Renovation Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 12,013 7,835 27,061 408 105 –––––– 47,422 ===== 12,908 7,835 25,032 408 105 –––––– 46,288 ===== 7,696 85 –––––– 7,781 ===== 7,696 85 –––––– 7,781 ===== The valuation on the long leasehold land and buildings of a subsidiary was adopted by its directors based on independent valuation carried out by professional valuers in 1999 on an open market value basis. The independent valuation was carried out by Chew Kwong Cheong (V-141), a register valuer of Jordan Lee, Jaafar & Chew Sdn. Bhd. The surplus on revaluation was credited to the revaluation reserve. The valuation of the quarry reserve in 1991 was based on directors’ valuation. The resultant revaluation surplus was credited to the revaluation reserve. Had the revalued assets been carried at historical cost less accumulated depreciation and impairment losses, the carrying amount of the revalued assets would have been as follows: Group Long leasehold land Buildings Quarry reserve 2005 RM’000 2004 RM’000 2,650 3,410 –––––– 6,060 ===== 2,650 3,351 –––––– 6,001 ===== >> 61 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 10. Property, plant and equipment (contd.) (a) The net book values of property, plant and equipment pledged to bankers for banking facilities granted to the Group and the Company, as disclosed in Note 20, are as follows: Group Long leasehold land Short leasehold land Buildings Plant and machinery (b) Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 2,651 6,652 10,512 8,934 –––––– 28,749 ===== 10,024 6,761 21,000 3,867 –––––– 41,652 ===== 6,530 –––––– 6,530 ===== 6,761 –––––– 6,761 ===== During the financial year, the Group and the Company acquired property, plant and equipment at aggregate costs of RM2,144,000 (2004: RM6,459,000) and RM22,000 (2004: RM223,000) respectively, of which RM162,000 (2004: RM1,081,000) and Nil (2004: RM150,000) were acquired by means of hire purchase arrangements. Net book values of property, plant and equipment held under hire purchase arrangements are as follows: Group Motor vehicles Plant and machinery (c) >> 62 Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 2,583 1,113 –––––– 3,696 ===== 2,778 1,113 –––––– 3,891 ===== 175 –––––– 175 ===== 195 –––––– 195 ===== The title to a parcel of leasehold land of a subsidiary has yet to be issued by the relevant authority. Notes to the Financial Statements - 31 January 2005 (contd.) 11. Land held for property development and property development costs Group (a) 2004 RM’000 3,410 3,040 –––––– 6,450 ===== 3,409 –––––– 3,409 ===== 11,000 20,692 –––––– 31,692 –––––– 11,000 12,479 –––––– 23,479 –––––– 4,482 –––––– 8,213 –––––– (21,481) (4,289) –––––– (25,770) –––––– 10,404 ===== (10,800) (10,681) –––––– (21,481) –––––– 10,211 ===== Land held for property development Short leasehold land, at cost Long leasehold land, at cost (b) 2005 RM’000 Property development costs Property development costs at 1 February: Short leasehold land, at valuation Development costs Costs incurred during the year: Development costs Costs recognised in income statement: At 1 February Recognised during the year At 31 January Property development costs at 31 January The revaluation of the short leasehold land was adopted by the directors based on an independent valuation carried out by Radzali Bin Alision (V-274) registered valuer of C.H.Williams Talhar Wong & Yeo Sdn. Bhd., in 1999 on the comparison and residual basis. The surplus arising from the revaluation has been credited to the revaluation reserve. The short leasehold land amounting to RM11,000,000 (2004: RM11,000,000) has been charged as security for banking facilities granted to a subsidiary as referred to in Note 20. Included in property development costs incurred during the year are: Group Interest expense (Note 4) Depreciation (Note 10) Staff costs (Note 6) 2005 RM’000 2004 RM’000 231 1 36 ===== 256 1 12 ===== Included in staff costs are provident fund contributions amounting to RM3,654 (2004: RM812). >> 63 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 12. Investment in subsidiaries Company Unquoted shares, at cost 2005 RM’000 2004 RM’000 70,903 ===== 70,903 ===== Details of subsidiaries, all of which are incorporated in Malaysia, are as follows: Name of subsidiaries Equity interest held (%) 2005 2004 Principal activities Direct subsidiaries of the Company Quality Concrete Sdn. Bhd. 100 100 Manufacture and sale of ready-mixed concrete, sale of concrete products and trading of goods Polyflow Pipes Sdn. Bhd. 100 100 Manufacture and sale of high density polyethylene pipes Kutex Sdn. Bhd. 100 100 Manufacture and sale of woven polypropylene bags and polyethylene liners Hong Wei Holdings Sdn. Bhd. 100 100 Property development Lee Ling Timber Products Sendirian Berhad 100 100 Sawmilling and manufacture of other downstream timber products Agrowell Sdn. Bhd. 100 100 Quarry operations and sale of aggregates and related products 70 70 Dormant Subsidiary of Quality Concrete Sdn. Bhd. Quality Concrete (Mukah) Sdn. Bhd. >> 64 Notes to the Financial Statements - 31 January 2005 (contd.) 13. Other investments Group/Company 2005 2004 RM’000 RM’000 Quoted securities of Malaysian corporations, at cost: Ordinary shares Warrants Impairment in value of investments 7,858 1,376 –––––– 9,234 (566) –––––– 8,668 ===== 9,096 2,831 –––––– 11,927 (2,114) –––––– 9,813 ===== 7,280 1,170 –––––– 8,450 ===== 7,046 1,127 –––––– 8,173 ===== Market value: Ordinary shares Warrants The directors are of the opinion that the impairment in value of investments made of RM565,808 (2004: RM2,114,230) for the Group and Company is adequate. Certain of the quoted shares have been pledged as security for margin facilities granted by the securities firms as disclosed in Note 22. 14. Goodwill on consolidation Group 2005 RM’000 2004 RM’000 1,142 ===== 1,142 ===== (57) (57) –––––– (114) ===== (57) –––––– (57) ===== 1,028 ===== 1,085 ===== Cost At 1 February and 31 January Accumulated amortisation At 1 February Amortisation for the year (Note 5) At 31 January Net book value >> 65 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 15. Inventories Group 2005 RM’000 2004 RM’000 6,931 4,620 12,727 1,172 2,024 79 –––––– 27,553 ===== 7,171 7,780 11,124 1,054 2,716 75 –––––– 29,920 ===== At cost: Raw materials Sawn timber Semi-finished and finished goods Spare parts and consumables Properties held for resale Others Properties held for resale by a subsidiary amounting to RM1,680,000 (2004: RM1,680,000) have been pledged to bankers for banking facilities granted to the subsidiary. 16. Trade receivables Group Trade receivables Accrued billings in respect of property development costs Provision for doubtful debts Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 58,770 56,846 609 609 788 (5,962) –––––– 53,596 ===== 3,171 (4,979) –––––– 55,038 ===== (609) ––––– ==== (609) ––––– ==== Included in trade receivables of the Group is an amount of RM7,731,626 (2004: RM9,144,432) due from companies in which certain directors of the Group have substantial financial interest. The amount is unsecured, earns interest ranging between 8% to 18% (2004: 8% to 18%) per annum and has no fixed term of repayment. The Group’s normal trade credit terms range from 14 to 120 days. Other credit terms are assessed and approved on a case-bycase basis. The Group has no significant concentration of credit risk that may arise from exposures to a single receivable or to groups of receivables. >> 66 Notes to the Financial Statements - 31 January 2005 (contd.) 17. Other receivables Group Sundry receivables Prepayments Deposits Retention sums on contracts Current tax assets Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 14,026 284 665 1,847 2,513 –––––– 19,335 ===== 14,870 259 2,707 1,127 1,429 –––––– 20,392 ===== 1,179 12 118 828 ––––– 2,137 ==== 1,178 55 485 ––––– 1,718 ==== Included in sundry receivables of the Group and the Company is an amount of RM277,642 (2004: RM277,642) representing shortfall in profit guarantee receivable from certain shareholders of the Company. The amount is receivable in accordance with the provisions of the Profit Guarantee and Stakeholders’ Agreement entered into between the Company, the guarantors and HSBC (M) Trustee Berhad arising from the listing of the Company’s shares on the Bursa Malaysia Securities Berhad. This amount shall be recovered upon the sale of the shares currently pledged with the trustee. Included in sundry receivables of the Group is an amount of RM1,356,795 (2004: RM2,634,397) due from companies in which certain directors have substantial financial interest. The amount is unsecured, interest-free and has no fixed term of repayment. The Group has no significant concentration of credit risk that may arise from exposures to a single receivable or to groups of receivables. 18. Amount due from/(to) subsidiaries Company 2005 RM’000 Amount due from subsidiaries Amount due to subsidiaries 19,914 (4,119) –––––– 15,795 ===== The amounts due from/(to) subsidiaries are unsecured, interest-free and have no fixed term of repayment. 2004 RM’000 17,339 (5,815) –––––– 11,524 ===== 19. Fixed deposits with a licensed bank The weighted average interest rate of deposits of the Group at the balance sheet date was at 3% (2004: 3%) and the average maturity as at end of the financial year was 30 days (2004: 30 days). >> 67 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 20. Borrowings Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 2,841 1,312 733 –––––– 4,886 ===== 5,734 1,729 768 –––––– 8,231 ===== 50 ––––– 50 ==== 50 ––––– 50 ==== 4,328 19,478 3,000 –––––– 26,806 –––––– 31,692 ===== 2,484 21,236 3,000 –––––– 26,720 –––––– 34,951 ===== 1,230 ––––– 1,230 ––––– 1,280 ==== 1,157 ––––– 1,157 ––––– 1,207 ==== 1,049 284 –––––– 1,333 ===== 2,318 871 –––––– 3,189 ===== 46 ––––– 46 ==== 96 ––––– 96 ==== 7,169 2,361 1,017 19,478 3,000 –––––– 33,025 ===== 8,218 4,047 1,639 21,236 3,000 –––––– 38,140 ===== 1,230 96 ––––– 1,326 ==== 1,157 146 ––––– 1,303 ==== 30,959 699 350 –––––– 32,008 ===== 34,183 1,812 506 –––––– 36,501 ===== 1,230 ––––– 1,230 ==== 1,157 ––––– 1,157 ==== Short term borrowings Secured: Bank overdrafts Term loans Hire purchase payables (Note 23) Unsecured: Bank overdrafts Bankers’ acceptances Revolving credit Long term borrowings Secured: Term loans Hire purchase payables (Note 23) Total borrowings Bank overdrafts (Note 27) Term loans Hire purchase payables (Note 23) Bankers’ acceptances Revolving credit Maturity of borrowings (excluding hire purchase): Within one year More than 1 year and less than 2 years More than 2 years and less than 5 years >> 68 Notes to the Financial Statements - 31 January 2005 (contd.) 20. Borrowings (contd.) The weighted average effective interest rates at the balance sheet date for borrowings, excluding hire purchase payables, were as follows: Group Company 2005 2004 2005 2004 % % % % Bank overdrafts Term loans Bankers’ acceptances Revolving credit 7.50 - 8.00 4.00 - 7.30 2.87 - 4.30 3.80 - 5.50 ======== 7.00 - 8.40 4.00 - 8.25 2.86 - 7.50 3.75 - 5.50 ======== 7.50 ======== 7.40 - 8.30 ======== The secured bank overdrafts of the Group are secured by a floating debenture of RM3 million over all the assets of a subsidiary company and certain assets of the Group as disclosed in Note 10. (a) The term loan of RM402,585 (2004: RM637,900) of a subsidiary is secured by a deed of assignment over certain landed properties of the subsidiary, and first and second legal charges to be created over the said properties upon issuance of strata title as disclosed in Note 10. The loan carries interest at 7.25% (2004: 7.65% to 8.05%) per annum and is repayable by 72 monthly instalments commencing September 2000. (b) Term loans of RM1,958,548 (2004: RM3,330,598) of another subsidiary are secured by a first fixed charge over certain machinery, equipment and factory building of the subsidiary to which the loans are granted, and land belonging to the Company. The first loan bears interest at 6.00% to 7.25% (2004: 4.88% to 6.00%) per annum and is repayable by 35 monthly instalments commencing September 2002. The remaining loans bear interest at the rates of 4.00%, 6.25% and 7.00% (2004: 4.00%, 6.25% and 7.00%) per annum calculated on monthly rests and are repayable by 48 monthly instalments commencing February 2003, November 2003 and December 2003, respectively. (c) The term loan of a subsidiary which was secured by a debenture covering a first fixed charge over certain machinery of the Company, bore interest at 4.00% per annum on yearly rests and repayable by 36 monthly instalments commencing December 2001, was settled during the year. 21. Trade payables The normal trade credit terms granted to the Group range from 30 to 120 days. 22. Other payables Group Sundry payables Accruals Deposit Amount due to a director Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 9,705 1,065 24 –––––– 10,794 ===== 10,266 954 93 –––––– 11,313 ===== 3,595 223 –––––– 3,818 ===== 2,829 128 –––––– 2,957 ===== Included in sundry payables of the Group and Company is an amount of RM3,564,797 (2004: RM2,816,004) of which quoted shares have been pledged as security for margin facilities granted by the securities firms referred to in Note 13. >> 69 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 22. Other payables (contd.) Included in sundry payables of the Group is an amount of RM541,258 (2004: RM279,980) due to companies in which certain directors have substantial financial interest. The amount is unsecured, interest-free and has no fixed term of repayment. 23. Hire purchase payables Group Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 783 876 55 55 192 742 51 55 95 24 –––––– 1,094 (77) –––––– 180 –––––– 1,798 (159) –––––– –––––– 106 (10) –––––– 51 –––––– 161 (15) –––––– 1,017 ===== 1,639 ===== 96 ===== 146 ===== 733 768 50 50 176 703 46 50 85 23 –––––– 1,017 ===== 168 –––––– 1,639 ===== –––––– 96 ===== 46 –––––– 146 ===== 733 284 –––––– 1,017 ===== 768 871 –––––– 1,639 ===== 50 46 –––––– 96 ===== 50 96 –––––– 146 ===== Minimum hire purchase payments: - Not later than 1 year - Later than 1 year and not later than 2 years - Later than 2 years and not later than 5 years - Later than 5 years Less: Future finance charges Present value of hire purchase liabilities Present value of hire purchase liabilities: - Not later than 1 year - Later than 1 year and not later than 2 years - Later than 2 years and not later than 5 years - Later than 5 years Analysed as: Due within 12 months (Note 20) Due after 12 months (Note 20) The hire purchase liabilities bore interest at the balance sheet date at rates ranging between 3.40% to 9.31% (2004: 3.40% to 9.30%) per annum. >> 70 Notes to the Financial Statements - 31 January 2005 (contd.) 24. Share capital Number of Ordinary Shares of RM1 Each 2005 2004 �000 �000 Amount 2005 RM’000 2004 RM’000 Authorised At 1 February and at 31 January 100,000 ====== 100,000 ====== 100,000 ====== 100,000 ====== 57,413 540 –––––– 57,953 ===== 57,179 234 –––––– 57,413 ===== 57,413 540 –––––– 57,953 ===== 57,179 234 –––––– 57,413 ===== Issued and fully paid At 1 February Employees’ Share Option Scheme (�ESOS’) At 31 January During the current financial year, the issued and paid-up share capital of the Company was increased from 57,413,000 to 57,953,000 by the issuance of 540,000 new ordinary shares of RM1 each on conversion of 499,000, 21,000 and 20,000 options at the option prices of RM1.38, RM1.53 and RM1.59 each, respectively. All the new ordinary shares that were issued rank pari passu in all respects with the existing shares of the Company. The share premium arising from the issue amounted to RM213,000. As at 31 January 2005, the number of options offered and granted to Eligible Employees and Executive Directors of the Group to subscribe for ordinary shares of RM1 each remaining unexercised was 2,877,000 (2004: 3,586,000). The options granted under the ESOS established are effective for a period of five years from 30 November 2001 onwards. 25. Reserves Group Non-distributable Share premium Revaluation reserve Capital reserve Distributable Retained profit Total reserves Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 24,990 5,797 846 –––––– 31,633 24,777 7,045 846 –––––– 32,668 24,990 –––––– 24,990 24,777 –––––– 24,777 43,863 –––––– 75,496 ===== 38,320 –––––– 70,988 ===== 16,351 –––––– 41,341 ===== 14,714 –––––– 39,491 ===== Movements in reserves are shown in the Statements of Changes in Equity. (a) As at 31 January 2005, the Company has tax exempt profits available for distribution of approximately RM2.3 million (2004: RM2.3 million), subject to the agreement of the Inland Revenue Board. The Company has sufficient tax credit under Section 108 of the Income Tax Act 1967 and the balance in the tax-exempt income account to frank the payment of dividends out of its entire retained profit as at 31 January 2005. (b) The revaluation reserve represents surplus on revaluation of certain landed properties and quarry reserve of subsidiaries. >> 71 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 26. Deferred tax liabilities Group RM’000 At 1 February 2004/2003 Recognised in the income statement (Note 8) At 31 January 2005/2004 RM’000 8,535 (2,225) ––––– 6,310 ==== 8,080 455 ––––– 8,535 ==== (473) 6,783 ––––– 6,310 ==== (320) 8,855 ––––– 8,535 ==== Presented after appropriate offsetting as follows: Deferred tax assets Deferred tax liabilities The components and movements of deferred tax liabilities and assets of the Group during the financial year prior to offsetting are as follows: Accelerated capital allowances RM’000 Revaluation of quarry reserve RM’000 Revaluation of land and buildings RM’000 Others RM’000 Total RM’000 3,313 294 5,262 - 8,869 15 –––––– 3,328 ===== (34) –––––– 260 ===== (59) –––––– 5,203 ===== 64 –––––– 64 ===== (14) –––––– 8,855 ===== 3,328 260 5,203 64 8,855 200 –––––– 3,528 ===== (33) –––––– 227 ===== (2,175) –––––– 3,028 ===== (64) –––––– ===== (2,072) –––––– 6,783 ===== Deferred tax liabilities: At 1 February 2003 Recognised in the income statement At 31 January 2004 At 1 February 2004 Recognised in the income statement At 31 January 2005 >> 72 Notes to the Financial Statements - 31 January 2005 (contd.) 26. Deferred tax liabilities (contd.) Unutilised tax losses, reinvestment and capital allowances RM’000 Others RM’000 Total RM’000 Deferred tax assets: At 1 February 2003 Recognised in the income statement At 31 January 2004 At 1 February 2004 Recognised in the income statement At 31 January 2005 (716) (73) (789) 422 ––––– (294) ==== 47 ––––– (26) ==== 469 ––––– (320) ==== (294) (26) (320) (168) ––––– (462) ==== 15 ––––– (11) ==== (153) ––––– (473) ==== 27. Cash and cash equivalents Group Cash and bank balances Fixed deposits with a licensed bank Bank overdrafts (Note 20) Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 4,902 300 (7,169) –––––– (1,967) ===== 5,210 300 (8,218) –––––– (2,708) ===== (1,230) –––––– (1,230) ===== (1,157) –––––– (1,157) ===== 28. Capital commitments Group 2005 RM’000 2004 RM’000 2,084 ==== 3,759 ==== Authorised capital expenditure not provided for in the financial statements: Approved and contracted for >> 73 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 29. Contingent liabilities Company (a) (b) Corporate guarantees in respect of banking and credit facilities granted to subsidiaries 2005 RM’000 2004 RM’000 86,300 ===== 70,400 ===== A subsidiary of the Company was awarded a contract to construct a school which it later sub-contracted to another party with progress claims payable on a �back-to-back’ basis. Following the delay in the completion of the project, there are potential liquidated ascertained damages (�LAD’) in the region of RM2 million which may be imposed by the client. In the event the LAD charges are imposed on the subsidiary, the subsidiary will be able to pass on the claims to its sub-contractor in view of the �back-to-back’ arrangements. 30. Segment information The Group is organised into five major business segments: (i) Property development - sale of properties; (ii) Manufacturing and premixing - manufacture and sale of ready-mixed concrete, concrete products, high density polyethylene pipes, woven polypropylene bags and polyethylene liners, sawmilling and manufacture of downstream products; (iii) Trading - general trading; (iv) Quarry operations - extracting and sale of aggregates; and (v) Investment and management services - investment holding and advisory. The Group operates principally within Malaysia and accordingly no geographical segment information is prepared. The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. >> 74 Notes to the Financial Statements - 31 January 2005 (contd.) 30. Segment information (contd.) Manufacturing Property and development premixing RM’000 RM’000 2005 Revenue External sales Inter-segment sales Trading RM’000 Investment and Quarry management operations services Eliminations RM’000 RM’000 RM’000 Total RM’000 4,750 ––––––– 4,750 ====== 146,507 53 ––––––– 146,560 ====== 3,103 ––––––– 3,103 ====== 1,517 1,852 –––––– 3,369 ===== 281 7,382 –––––– 7,663 ===== (9,287) ––––––– (9,287) ====== 156,158 ––––––– 156,158 ====== 388 (52) ––––––– 336 ––––––– 336 ====== 8,859 (1,359) (2,214) ––––––– 5,286 (120) ––––––– 5,166 ====== 1,608 (229) (4) ––––––– 1,375 ––––––– 1,375 ====== 396 (1) (129) –––––– 266 –––––– 266 ===== 3,644 (549) (1,458) –––––– 1,637 –––––– 1,637 ===== (6,209) 2 1,722 ––––––– (4,485) ––––––– (4,485) ====== 8,686 (2,136) (2,135) ––––––– 4,415 (120) ––––––– 4,295 ====== Segment assets 17,667 ====== 153,379 ====== 1,883 ====== 1,939 ===== 17,740 ===== 1,028 ====== 193,636 ====== Segment liabilities 6,969 ====== 39,148 ====== 8,103 ====== 823 ===== 5,144 ===== 60,187 ====== 1 ====== 2,104 ====== ====== 15 ===== 22 ===== 2,142 ====== Amortisation of goodwill ====== ====== ====== ===== 57 ===== 57 ====== Depreciation 1 ====== 4,221 ====== 141 ====== 239 ===== 291 ===== 4,893 ====== Results Segment operating profit Finance costs Income taxes Profit after taxation Minority interest Net profit for the year Other information Capital expenditure >> 75 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 30. Segment information (contd.) Manufacturing Property and development premixing RM’000 RM’000 2004 Revenue External sales Inter-segment sales Eliminations RM’000 Total RM’000 11,750 ––––––– 11,750 ====== 140,954 337 ––––––– 141,291 ====== 7,829 191 ––––––– 8,020 ====== 521 3,052 –––––– 3,573 ===== 183 6,956 –––––– 7,139 ===== (10,536) ––––––– (10,536) ====== 161,237 ––––––– 161,237 ====== 954 (230) ––––––– 724 ––––––– 724 ====== 14,943 (1,257) (3,164) ––––––– 10,522 29 ––––––– 10,551 ====== 1,710 (268) 160 ––––––– 1,602 ––––––– 1,602 ====== 329 (93) –––––– 236 –––––– 236 ===== 5,690 (409) (1,646) –––––– 3,635 –––––– 3,635 ===== (6,116) 9 1,694 ––––––– (4,413) ––––––– (4,413) ====== 17,510 (1,925) (3,279) ––––––– 12,306 29 ––––––– 12,335 ====== Segment assets 19,584 ====== 156,440 ====== 2,345 ====== 1,817 ===== 18,738 ===== 1,085 ====== 200,009 ====== Segment liabilities 9,653 ====== 46,179 ====== 10,704 ====== 932 ===== 4,260 ===== 71,728 ====== ====== 6,191 ====== ====== 45 ===== 223 ===== 6,459 ====== Amortisation of goodwill ====== ====== ====== ===== 57 ===== 57 ====== Depreciation 1 ====== 4,452 ====== 45 ====== 264 ===== 297 ===== 5,059 ====== Results Segment operating profit Finance costs Income taxes Profit after taxation Minority interest Net profit for the year Other information Capital expenditure >> 76 Trading RM’000 Investment and Quarry management operations services RM’000 RM’000 Notes to the Financial Statements -31 January 2005 (contd.) 31. Significant related party transactions During the financial year, the Group and the Company had, in the ordinary course of business, transacted on normal commercial terms the following transactions: Company 2005 2004 RM’000 RM’000 (a) Transactions with subsidiaries Income Gross dividend income Rental income Management fees 6,150 276 1,232 ==== Group (b) 6,050 240 906 ==== Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 (i) Sales of pipes/fittings to Lee Ling Construction & Development Sdn. Bhd. 162 435 - - (ii) Sales of concrete, steel bars and R.C. piles to Jurudaya Construction Sdn. Bhd. 937 604 - - 11 13 - - 2,725 3,014 - - (v) Sales of sawn timber to Lee Ling Construction & Development Sdn. Bhd. 170 372 - - (vi) Sales of sawn timber to Lee Ling Timber Sdn. Bhd. 2 11 - - ==== 6 ==== ==== ==== Transactions with companies in which certain Directors of the Company and/or persons connected to them have a substantial financial interest and/or are Directors: Income (iii) Sales of concrete to Lee Ling Timber Sdn. Bhd. (iv) Sales of concrete, cement, steel bars and R.C. piles to Lee Ling Construction & Development Sdn. Bhd. (vii) Sales of sawn timber to BMK Development Sdn. Bhd. >> 77 Financial Statements Financial Statements Incorporated In Malaysia << Notes to the Financial Statements - 31 January 2005 (contd.) 31. Significant related party transactions (contd.) Group (b) Company 2005 RM’000 2004 RM’000 2005 RM’000 2004 RM’000 24 24 - - 70 70 70 70 4,236 ==== 3,912 ==== ==== ==== 49 ==== 23 ==== ==== ==== 93 ==== 182 ==== ==== ==== Transactions with companies in which certain Directors of the Company and/or persons connected to them have a substantial financial interest and/or are Directors (contd.): Expenditure Rental paid to Jurudaya Construction Sdn. Bhd. Rental paid to BMK Development Sdn. Bhd. Purchase of sawn timber from Lee Ling Timber Sdn. Bhd. (c) Transaction with companies in which certain Directors of subsidiaries and/or persons connected to them have a substantial financial interest and/or are Directors: Income Sales of sawn timber to Chung Maa Machinery Sdn. Bhd. Expenditure Purchase of spare parts from Chung Maa Machinery Sdn. Bhd. >> 78 Notes to the Financial Statements - 31 January 2005 (contd.) 32. Financial instruments (a) Financial risk management objectives and policies The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. (b) Interest rate risk The Group’s primary interest rate risk relates to interest-bearing debts, which includes bank borrowings and hire purchase commitments. The Group’s policy is to obtain the most favourable interest rates available. (c) Foreign exchange risk The Group engages in foreign currency denominated transactions. However, the management is of the opinion that the Group’s exposure to movements in foreign currency exchange rates risk is minimal as most of its foreign denominated transactions are in United States Dollars which is currently pegged at a fixed rate of exchange. Hence, the Group does not use derivative financial instruments to protect against the volatility associated with foreign currency transactions and other financial assets and liabilities created in the ordinary course of business. (d) Liquidity risk The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash and cash equivalents to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and financial institutions and prudently balances its portfolio with some shortterm funding so as to achieve overall cost effectiveness. (e) Credit risk Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures. The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial instruments. (f) Fair values The management is of the view that the carrying amounts of the Group’s financial assets and liabilities recorded at balance sheet date approximate their corresponding fair value. >> 79 Incorporated In Malaysia << Analysis of shareholdings - as at 5 May 2005 Authorised Share Capital Issued and Paid-up Share Capital Class of Shares Voting Rights : : : : RM100,000,000 RM57,962,000 comprising 57,962,000 Ordinary Shares of RM1.00 each Ordinary Shares of RM1.00 each One Vote Per Ordinary Share Distribution Schedule Size of Shareholdings less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares No. of Holders % of Holders No. of Shares % of Holders 4 1,827 1,533 199 32 4 0.11 50.76 42.60 5.53 0.89 0.11 241 1,815,443 5,634,881 5,442,278 22,768,157 22,301,000 0.00 3.13 9.72 9.39 39.28 38.48 3,599 100.00 57,962,000 100.00 Substantial Shareholders as at 5 May 2005 According to the Register of substantial shareholders, the substantial shareholders of the Company as at 5 May 2005 are as follows: Name of Substantial Shareholders Direct % Deemed interest % 1. HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Cahaya Besi (Sarawak) Sdn. Bhd. 9,151,900 15.79 - - 2. Ha Ai Ing 7,001,000 12.08 10,640,000 18.36 3. Tiang Ming Sing 6,915,000 11.93 10,726,000 18.51 4. HSBC Nominees (Asing) Sdn. Bhd. HSBCIT (S) Ltd for Entrequest Holdings Limited 5,800,000 10.01 - - List of Directors’ Interest According to the Register of Directors’ Shareholdings, the interest of Directors in the ordinary shares of the Company as at 5 May 2005 are as follows: 1. 2. 3. 4. 5. 6. 7. >> 80 Tiang Ming Sing Tiang Ching Kok Datuk Hajjah Raziah @ Rodiah Binti Mahmud Edmund Goh Chze Jin Alfed Ong Sze Lee Robin Lo Bing Michael Ong Kee Tuan Direct % Deemed interest % 6,915,000 1,179,000 272,405 - 11.93 2.03 0.47 - 10,726,000 17,641,000 15,000 - 18.51 30.44 0.03 - Thirty Largest shareholdings - as at 5 May 2005 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. Ha Ai Ing HSBC Nominees (Asing) Sdn. Bhd. HSBCIT (S) Ltd for Entrequest Holdings Limited RHB Capital Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Ming Sing HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Cahaya Besi (Sarawak) Sdn. Bhd. HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Yesgains Sdn. Bhd. Kenanga Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Cahaya Besi (Sarawak) Sdn. Bhd. Cahaya Besi (Sarawak) Sdn. Bhd. HLB Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Chiin Yew AMSEC Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Ming Sing OSK Nominees (Tempatan) Sdn. Bhd. OSK Capital Sdn. Bhd. For Lee Ling Holdings Sdn. Bhd. HDM Nominees (Tempatan) Sdn. Bhd. HDM Capital Sdn. Bhd. For Datuk Hajjah Raziah @ Rodiah Binti Mahmud Datuk Abdul Hamed Bin Sepawi Goh Keng Boo Chieng Lee Hook Datuk Mazelan Bin Bugo HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Lo Ga Lung Encorp Properties Sdn. Bhd. Kenanga Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Chiin Ling HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Law Wee HDM Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Hwang Ai Mor Yong Lin Lin Citicorp Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Chiin Yew Citicorp Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Tiang Ming Sing Datuk Amar Hj. Aziz Bin Hj. Husain Hwang Wai Keen Juss Bin Mohamad Dato’ Lee Choon Chin Robin Lo Bing TA Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Law Kiing Kiu Kenanga Nominees (Tempatan) Sdn. Bhd. Pledged securities account for Law Kiing Kiu No. of Shares % of shareholdings 7,001,000 12.08 5,800,000 10.01 5,100,000 8.80 4,400,000 7.59 2,750,000 4.74 2,447,900 2,304,000 4.22 3.98 1,600,000 2.76 1,465,000 2.53 1,200,000 2.07 1,157,000 1,100,000 748,000 704,000 641,000 2.00 1.90 1.29 1.21 1.11 625,300 567,594 1.08 0.98 525,000 0.91 520,000 0.90 456,600 400,000 0.79 0.69 400,000 0.69 350,000 350,000 332,000 300,000 296,998 272,405 0.60 0.60 0.57 0.52 0.51 0.47 221,200 0.38 188,500 0.33 >> 81 Incorporated In Malaysia << List of Properties - as at 31 January 2005 >> 82 Address Brief Description Existing use Tenure & Expiry Date Age of Buildings Net Book Value(RM) Date of last revaluation/acquisition Lot 27, Blk 4 Muara Tebas Land District. Industrial land & factory building of approx. 6.0620 hectares Factory Leasehold 2027 5 9,281,135 Land acquired on 24.4.1997. Building completed on 26.7.1999 Lot 1355, Blk 3 Miri Concession Land District Industrial Zone Land 1.4081 hectares Site workshop & laboratory Leasehold 2047 5 & 14 3,115,975 Land acquired on 20.10.1997. Building completed in 1990 & 1999 Lot 2160, Section 66 KTLD, Pending Industrial Estate (Formerly known as plot 2 of Lot 648) Land & buildings of approx. 7.233 sq. metres Site office, store & workshop Leasehold 2059 9 20,765 Land acquisition completed on 20.10.1999. Building completed in 1996 Industrial Lot#103, Tanjung Manis Timber processing zone Industrial land of approx. 1.6637 hectares Vacant Leasehold 60 years from title issue 7 704,817 Land acquired in 1997 Sublot 1006 of Lots 45, Blk 10 Miri Concession Land District Three-Storey commercial shophouse of approx. 136.8 sq. metres Vacant Leasehold 2059 11 420,000 Building acquired in 1993 No. 8, Level 10 Chonglin Plaza, Kuching 1 unit Condominium of approx. 1,226 sq. feet Staff usage Leasehold 60 years from title issue 6 82,000 Building acquired on 9.12.1999 Sibujaya low cost housing, 27 kilometre, Durin Road, Sibu Site office, store & laboratory Site office, store & laboratory - 11 - Office completed in 1993 Lot 553, Jalan Limpaki, Limbang Site office, workshop & store Site office, store & workshop - 4 7,770 Store completed in 2000 Lot 60, Jalan Ting Lik Kwong, Sibu Plant office, laboratory & cement store Plant office, store & laboratory - 4 26,762 Building completed in 2000 Lot 485, Blk 17, Kota Samarahan Plant office, laboratory & cement store Office, lab & store - 3 18,140 Building completed in 2001 Lot 847, Block 53, Mukah Land District, Mukah Plant fencing - 4 3,429 Building completed in 2000 Plant fencing List of Properties - as at 31 January 2005 (contd.) Address Brief Description Existing use Tenure & Expiry Date Age of Buildings Lot 368, Blk 53, Mukah Land District, Mukah Industrial land of approx. 1.32 acre Lot 602, Blk 20 Kemena Land District Kidurong Industrial Area, Bintulu Plant office, laboratory, cement store & worker quarter approx.1.2142 hectares Sublot 52, Polarwood estate Lrg Lapangan Terbang 5, Jalan Lapangan Terbang Two storey semi-detached house 422 sq. metres Residential Lot 706, Block 7, MTLD, Sejingkat Industrial Park, 93050 Kuching Industrial Land with factory buildings of approx. 6.980 hectares M3-324, Seniawan Sbrang, Bau Mixed Zone Land of approx. 2.934 hectares Net Book Value(RM) Vacant Leasehold 60 years from title issue 1 338,240 Office, laboratory, Leasehold 60 years store & worker from title issue quarter 3 1,093,665 Leasehold 60 years from title issue 2 389,330 Factory & staff quarter 2054 9 24,911,378 Vacant land Leasehold 2034 4 122,476 Date of last revaluation/acquisition Land acquired on 20.01.2003 Land acquired on 23.07.2001. Building completed in 2002 Building acquired on 28.06.2002 Land acquired on 2.4.1997 Buildings completed on December 1997; New extension completed in 2002; Land & buildings revalued on 28.10.1999 Land acquired on 13.7.2000 >> 83 This page has been deliberately left blank QUALITY CONCRETE HOLDINGS BERHAD [Company No. 378282-D] Incorporated in Malaysia FORM OF PROXY No. of Shares Held : I / We __________________________________________________________________ I/C No./ Company No.______________________ (full Name in Capital Letters) Of _____________________________________________________________________________________________________________ (Full Address in Capital Letters) Being a member/members of QUALITY CONCRETE HOLDINGS BERHAD hereby appoint __________________________________________________________________________ I/C No. _____________________________ (Full Name) Of _____________________________________________________________________________________________________________ or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf, at the Annual General Meeting of the Company to be held at the Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak, on Friday, 15 July 2005 at 10:00 a.m. for the following purposes :NO. RESOLUTION 1. To receive and adopt the Audited Financial Statements and reports of Directors and Auditors for the financial year ended 31 January 2005. 2. To re-elect Mr Michael Ong Kee Tuan who is retiring in accordance with Article 67 of the Articles of Association of the Company and is offering himself for re-election. 3. To re-elect Mr Tiang Ching Kok who is retiring in accordance with Article 75 of the Articles of Association of the Company and is offering himself for re-election. 4. To re-elect Mr Robin Lo Bing who is retiring in accordance with Article 75 of the Articles of Association of the Company and is offering himself for re-election. 5. To approve Directors’ fees in respect of the financial year ended 31 January 2005. 6. To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fix their remuneration. 7. To authorise Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 8. Proposed Allocation of Share Options to Edmund Goh Chze Jin. 9. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Lee Ling Construction & Development Sdn. Bhd.; Lee Ling Timber Sdn. Bhd.; BMK Development Sdn. Bhd. and Lee Ling Shipping Sdn. Bhd. 10. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Jurudaya Construction Sdn. Bhd. and Datuk Haji Mazelan Bin Bugo 11. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Chung Maa Machinery Sdn. Bhd. 12. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Pahaytc Sdn. Bhd. 13. Proposed Shareholders’ Mandate On Recurrent Related Party Transactions of A Revenue Or Trading Nature with Kumpulan Parabena Sdn. Bhd. FOR AGAINST Dated this .................................................... Signature of Shareholder(s) ✁ Notes : 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his/her place. A proxy need not be a member of the Company. Where a holder appoints two or more proxies, he/she shall specify the proportion of his/her shareholdings to be represented by each proxy. 2. A corporation which is a member may by resolution of its directors authorise such person as it thinks fit to act as its representative at the meeting pursuant to Section 147 of the Companies Act, 1965. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney, and the person so appointed may attend and vote at the meeting at which the appointer is entitled to vote. 4. The instrument appointing a proxy or representative must be deposited at the registered office, Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, not less than forty-eight (48) hours before the time for holding the meeting. Stamp QUALITY CONCRETE HOLDINGS BERHAD Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak. Tel: 6082-206600 Fax: 6082-206607 QUALITY CONCRETE HOLDINGS BERHAD REGISTERED & HEAD OFFICE Room 209, 2nd Floor, Wisma Bukit Mata Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak. Tel: 6082-206600 Fax: 6082-206607 E-mail: [email protected] (378282-D)
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