KIM HIN INDUSTRY BERHAD
(018203-V)
Head Office and Factory
41/2 Mile, Kung Phin Road,
Off Penrissen Road,
P.O.Box 1842, 93736 Kuching,
Sarawak, Malaysia.
Tel: 082-451567, 458857,
451017, 454373
Fax: 082-452435
Email: [email protected]
http://www.kimhin.com.my
KIM HIN INDUSTRY BERHAD ( 0 1 8 2 0 3 - V )
our motto
Our Motto is
Total Commitment
Towards Quality Products
We continue to monitor
the manufacturing process
throughout the stages
of production within
the organisation.
We make sure that our product quality
conforms to relevant product specification
Product development is continuously carried
out in response to market needs.
We provide all personnel the necessary
training to carry out their tasks.
We maintain a Quality
Management System to
MS: ISO 9002
contents
Notice
of
Annual
General
Company
Meeting
Information
Company
Chairman’s
Management
Team
&
Profile
Statement
Corporate
Structure
Financial
Highlights
Financial
Statements
Directors’
Report
Statement
by
Directors
Report
the
Auditors
Profit
of
&
Loss
Accounts
Balance
Consolidated
Cash
Notes
Particulars
of
Flow
to
the
Group’s
Statistics
on
Sheets
Statement
Accounts
Properties
Shareholdings
Form
of
Proxy
2
4
6
9
11
12
13
14
19
20
21
22
23
25
43
47
53
1
notice of annual general meeting
N O T I C E I S H E R E B Y G I V E N that the Twenty Seventh Annual General Meeting of Members of
KIM HIN INDUSTRY BERHAD will be held at the Kim Hin Conference Room, 4 1/2 Mile, Kung Phin
Road, off Penrissen Road, 93250 Kuching, Sarawak on Thursday, 25 May 2000 at 2.00 p.m. for
the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the audited accounts and reports of Directors and Auditors for the
financial year ended 31st December 1999.
RESOLUTION 1
2.
To approve a first and final dividend of 1% (tax exempt) for the year ended 31st December
1999.
RESOLUTION 2
3.
To approve the Directors’ fees.
4.
To re-elect Directors
(a) In accordance with Article 80 of the Company’s Articles of Association, the following
Directors retire by rotation from the Board and being eligible, offer themselves for reelection.
Chua Seng Guan
Chua Yew Lin
Vincent Gerard Khoo
(b)
RESOLUTION 4
RESOLUTION 5
RESOLUTION 6
In accordance with Article 80 of the Company’s Articles of Association, the following
Director who was appointed during the year retire, and being eligible, offer himself for
re-election.
Dato’ Ibrahim bin Mahmud
5.
RESOLUTION 3
RESOLUTION 7
To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the
Directors to fix their remuneration.
RESOLUTION 8
SPECIAL BUSINESS
6. To consider and, if thought fit, to pass the following Resolution with or without amendments
as an Ordinary Resolution:“That subject always to the Companies Act 1965, Articles of Association of the Company
and approvals from the relevant Stock Exchanges and other Governmental or regulatory
bodies, where such approval is necessary, full authority be and is hereby given to the Directors
pursuant to Section 132D of the Companies Act 1965 to issue shares in the capital of the
Company at any time upon such terms and conditions and for such purposes as the Directors,
may, in their discretion, deem fit including but not limited to such shares as may be issued
pursuant to Kim Hin Industry Berhad new Executive Share Option Scheme as approved by
the Ordinary Resolution passed at the Extraordinary General Meeting of the Company on 21
January 2000.
RESOLUTION 9
2
7.
To transact any other business of Annual General Meeting for which due notice shall have
been given.
By Order of the Board
BONG SIU LIAN
Secretary
Dated this 30th day of April 2000
Kuching, Sarawak
NOTES:
1.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to
attend and vote in his stead. Where a holder appoints two or more proxies, he shall specify the proportions of his
shareholdings to be represented by each proxy.
2.
A proxy may but need not be a member of the Company.
3.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised
in writing or if such appointer is a corporation under its common seal or the hand of its attorney.
4.
All forms of Proxy must be deposited at the Registered Office of the Company situated at 4 1/2 Mile, Kung Phin
Road, off Penrissen Road, P.O. Box 1842, 93736 Kuching, Sarawak, not less than forty-eight hours before the time
set for holding the Meeting or any adjournment thereof.
5.
Explanatory Notes on Special Business:
Section 132D of the Companies Act 1965
The proposed resolution 6, if passed, will give the Directors of the Company from the date of the above General
Meeting, authority to issue and allot Ordinary Shares from the unissued capital of the Company for such purposes as
the Directors consider would be in the interest of the Company including but not limited to such shares as may be
issued pursuant to Kim Hin Industry Berhad new Executive Share Option Scheme. This authority will unless revoked
or varied by the Company in General Meeting, expire at the next Annual General Meeting of the Company.
3
company information
• ADVISOR
Mr. Chua Chui Tham
• BOARD OF DIRECTORS
Executive Chairman
• AUDITORS
Ernst & Young Public
Accountants
Room 300-303, 3rd Floor,
Wisma Bukit Mata Kuching,
Jalan Tunku Abdul Rahman,
93100 Kuching, Sarawak.
Mr. Chua Seng Huat
Group Managing Director
Mr. John Chua Seng Chai
Group Executive Director
Mr. Chua Seng Guan
Executive Directors
Mdm. Chua Yew Lin
Mdm. Pauline Getrude
Chua Hui Lin
Mr. Vincent Gerard Khoo
Independent Non-Executive Directors
Mr. Yeo Yong Siang
Dato’ Ibrahim bin Mahmud
• COMPANY SECRETARY
Mdm. Bong Siu Lian
• REGISTRARS
Malaysian Share Registration
Services Sdn. Bhd.
7th Floor, Exchange Square,
Bukit Kewangan
50200 Kuala Lumpur.
Tel: 03-2068099
• REGISTERED OFFICE
4 1/2 Mile, Kung Phin Road,
Off Penrissen Road,
93250 Kuching, Sarawak.
Tel: 082-451567
• SOLICITORS
Messrs Wong Lu Peen &
Tunku Alina
Lot 10A, 10th Floor,
Bangunan Hong Leong,
No. 117, Jalan Tun H. S. Lee,
50000 Kuala Lumpur
4
• BANKERS
Arab Malaysian Merchant
Bank Berhad
Lots 29-30, 1st Floor,
Jalan Chan Chin Ann, 93762 Kuching.
Bumiputra Commerce Bank Berhad
32-33 Khoo Hun Yeang Street,
93000 Kuching, Sarawak.
HSBC Bank Malaysia Berhad
Bangunan Binamas, Jalan Padungan,
93100 Kuching, Sarawak.
International Bank Malaysia Berhad
1st Floor, Wisma Ting Pek Kiing,
No.1 Jalan Padungan,
93100 Kuching, Sarawak.
Malaysian Industrial
Development Finance Berhad
10th Floor, Bangunan MIDF,
195A Jalan Tun Razak,
50400 Kuala Lumpur.
Malaysian International Merchant
Bankers Berhad
4th Floor, Bangunan MIDF,
195A, Jalan Tun Razak,
50400 Kuala Lumpur.
RHB Bank Berhad
Crown Tower,
88, Jalan Pending,
93450 Kuching, Sarawak.
Standard Chartered
Bank Malaysia Bhd
Wisma Bukit Mata Kuching,
Jalan Tunku Abdul Rahman,
93100 Kuching, Sarawak
United Overseas Bank
(Malaysia) Berhad
Ground Floor,
Bangunan Yayasan Sarawak,
Jalan Masjid, 93400 Kuching.
• STOCK EXCHANGE LISTING
Kuala Lumpur Stock Exchange
Main Board
• AUDIT COMMITTEE
The Board had on 25 February 1994
resolved to establish a Committee of
the Board to be known as the Audit
Committee
Yeo Yong Siang
Chairman of the Audit Committee
(Independent Non-Executive Director)
Dato’ Ibrahim bin Mahmud
(Independent Non-Executive Director)
Chua Seng Huat
(Executive Chairman of the Kim Hin
Group)
Terms of Reference
1 . Composition of the Audit Committee
a. An Audit Committee shall be appionted by the Directors (pursuant to a resolution of the Board of Directors)
and shall compose of not fewer than three (3) members of whom a majority shall not be:
i)
Executive Directors of the company or any related corporation;
ii) a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an Executive
Director of the Company or of any related corporation; or
iii) any person having a relationship, which in the opinion of the Board of Directors, would interfere with the
exercise of independent judgement in carrying out the functions on an Audit Committee.
b. The members of an Audit Committee shall elect a Chairman from among their number who is not an Executive
Director or employee of the Company or any related corporation.
c. If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member which result
in the number of members being reduced to below three (3), the Board of Directors shall, within three (3)
months of that event appoint such number of new members as may be required to make up the minimum
number of three (3) members.
2 . Secretary of Committee
The Company Secretary shall be the Secretary of the Committee.
3 . Authority of the Audit Committee
a. The Audit Committee shall be granted the authority to investigate any activity of the Company and its
subsidiaries and all employees shall be directed to cooperate with any request made by the Committee.
b. The Committee is also granted the authority to obtain external legal or other independent professional advice
and to secure the assistance of external parties with relevant experience and expertise if desirable. The
Committee shall be empowered to engage and retain persons having special competence or skills and knowledge
as necessary to assist the committee in fulfilling its responsibilities.
c. The Audit Committee may invite the Chief Executive Officer of the operation audited or any employee within
the Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters
raised in audit reports.
4 . Scope And Function of Audit Committee
The scope and funtion of the Audit Committee shall be to:
a. review with the External Auditor, the audit plan.
b. review with the External Auditor, his evaluation of the system of internal accounting controls.
c. review with the External Auditor and his audit report.
d. review the assistance given by the Company’s officer to the External Auditor.
e. review the scope, result of internal audit procedures and reports by Internal Auditor.
f. review the balance sheet and profit and loss account of the Company and the consolidated balance sheet and
profit and loss account.
g. review the inter-company transaction and any transaction between the Company and any related parties
outside the Group.
h. to nominate a person or persons as auditors.
i. review any other functions as may be agreed upon by the Audit Committee and the Board of Directors.
5 . Frequency And Attendance Of Meetings
a. Meetings shall be held not less than 3 times a year.
b. Any member may call a meeting. Notice of Meeting shall be circulated to the members one week in advance.
In case of shorter notice by majority in number of the members, the accidental omission to give notice of a
Meeting to, or the non receipt of such notice of a Meeting, by any member shall not invalidate proceedings of
a Meeting.
c. The quorum necessary for the transaction of business of the Audit Committee Meeting may be fixed by the
members and unless so shall be two (2).
d. The Finance Manager, Internal Auditor, Company Secretary and a representative of the External Auditor may
attend meetings by invitation. Other Board members shall also have the right of attendance.
e. Question arising of any Meeting shall be decided by a majority of votes, each member having one (1) vote and
in case of equality of votes the Chairman shall have a second or casting vote. Save that where two (2)
members form a quorum, the Chairman of a meeting at which only such a quorum is present, or that which
only two (2) members are competent to vote on the question of issue shall not have a casting vote.
f. The External Auditors may request a meeting if they consider necessary. Upon the request of the Auditors,
the Chairman of the Audit Committee shall convene a Meeting of the Committee to consider any matters the
Auditors believe should be brought to the attention of the Directors or shareholders.
5
company profile
Head office cum showroom, Kuching
Kim Hin Industry Berhad is one of Malaysia’s
largest intergrated ceramics manufacturer.
Listed on the main Board of the Kuala Lumpur
Stock Exchange on 22 July 1992, the Kim
Hin Industry Group comprises 12 companies
with net assets totalling over RM327.6 million
and group sales of RM180 million.
From its core business in ceramic tiles, the
Group has successfully diversified into
corrugated cartons, property landbank and
marketing.
Kim Hin’s products are marketed in over 25
countries, among them, Singapore, Australia,
Hong Kong, Middle East, Brunei, USA, Canada,
Japan, New Zealand and China.
In Malaysia, the Group owns two
manufacturing plants strategically located in
Kuching, Sarawak and Seremban, Negeri
Sembilan, respectively. Overseas, the
Shanghai plant serves the fast-growing
market in China.
To date, Kim Hin Industry Group has invested
over RM 256 million in state-of-the-art
manufacturing facilities. It has achieved world
standards in manufacturing and is committed
to advancing its position on the cutting edge
of technology.
CERAMICA INDAH SDN. BHD.
. Incorporated in Malaysia on 25 November
1980 as Kam Ham Brick Factory Sdn. Bhd.
. Renamed Ceramica Indah Sdn Bhd. on 30
August 1984.
. Production commenced on 30 August
1988 under present name.
. Current issued and paid-up capital;
7,000,000 ordinary shares @ RM 1.
6
Pressing Stage
KIM HIN CERAMIC (SEREMBAN)
SDN. BHD.
. Former name : Rolnic Ceramic Sdn.
Bhd.
. Incorporated in Malaysia on 28
October
1987,
commenced
production in 1990.
. Paid-up capital : RM20,394,162
(20,394,162 ordinary shares @ RM1)
“Kiln Exit”
Production of ceramic floor tiles began in
September 1988 with a single line. By the end
of 1994, a total of 12 lines had been installed,
with production capacity of 15 million sq.
metres.
About 70% of its output are for the Malaysian
market. The remaining 30% are exported to
Australia, the United States, Hong Kong,
Singapore, Brunei, Bangladesh, Canada, the
Middle East and New Zealand.
Kim Hin Industry acquired Rolnic Ceramic
in September 1994 in a strategic move
to establish a manufacturing base in
Peninsular Malaysia. The company
produces the Durogres brand of ceramic
tiles that are largely sold within the
Peninsular Malaysian market. Its factory
is located on a 6.15-hectare site in the
Tuanku Jaafar Industry Estate,
Seremban, Negeri Sembilan. Annual
production capacity is 2 million sq.
metres.
KIM HIN CERAMICS (SHANGHAI)
CO. LTD.
. Incorporated on 3 November 1992
in joint venture with Shanghai Kankin
Industrial Co. Ltd of Shanghai, China
and Taiwanese Investors.
. 70% equity interest owned by Kim
Hin Industry Berhad.
7
Glazing Lines
company profile
.
.
Authorised share capital : US $ 45 million.
Paid up capital: US $ 15,000,000
comprising 15,000,000 Ordinary share
of US $1 each.
Kim Hin Ceramics (Shanghai) produces
ceramic wall tiles, floor tiles and
homogeneous floor tiles. Its factory is
located on a 70 acre site in the Zhujing
industrial Development Area, Jin Shan,
Shanghai, China. Production commenced in
August 1994 with two lines. Current annual
production capacity is 2 million sq.metres.
GUOLENE PAPER PRODUCTS (KUCHING)
SDN. BHD.
. Incorporated in Malaysia on 30 December
1991.
. Authorised share capital : RM5,000,000
(5,000,000 ordinary shares fully issued and
paid-up)
Guolene manufactures corrugated fibreboard
cartons. About 40% of its products is utilised
within the Kim Hin Group. The balance of 60%
is sold primarily within East Malaysia.
Powder Storage
8
chairman’s statement
CHAIRMAN’S STATEMENT
On behalf of the Board of Directors of Kim Hin
Industry Berhad, I have great pleasure in
presenting the Annual Report together with the
Accounts of the Company and of the Group for
the year ended 31 December 1999.
FINANCIAL HIGHLIGHTS
The Group recorded a profit after taxation of
RM11.152 million for the year ended 31
December 1999 as compared to a loss after
taxation and exceptional item of RM8.058
million in the previous financial year. The
impressive rebound in financial performance was
achieved with a 2.5% improvement in turnover
and even more significantly, upon a substantial
improvement in gross margin resultant from
cost rationalisation measures, productivity
improvement programmes and reengineering of
the Group’s plant capacities successfully
instituted in the last two financial years to fortify
the Group in the face of the economic crisis
which afflicted the East Asian economies from
the second half of 1997. The significant
turnaround in the performance of the Group is
reflected in the improvement in net earnings
per share to 8 sen from a loss per share of 5
sen previously.
The net assets of the Group grew from RM327.6
million as at 31 December 1998 to RM335.0
million as at 31 December 1999. Net current
assets have also improved from a level of
RM83.1 million in 1998 to RM116.6 million
in 1999. It is worthy to note that the net
current assets was denominated by cash
balances and fixed deposits with licensed
financial institutions totalling RM38.1 million
as at 31 December 1999. The strong cash
position of the Group was achieved despite
repaying the RM50 million 3% Guaranteed
Redeemable Bonds in May 1999 fully and
solely from internally generated funds. Bank
borrowings of the Group as at the latest
audited balance sheet date stood at a
relatively negligible level of RM4.1 million.
CORPORATE DEVELOPMENTS
In recognition of the fact that our
management and staff represent a critical
aspect of our business success and central
to our objective of attracting, motivating and
retaining the best people, the Board of
Directors had on 12 August 1999 announced
its proposal to establish a new executive
share option scheme to replace the earlier
scheme which has expired during the year
under review. The new scheme will serve to
motivate eligible executive directors and
employees of the Group.
As part of the Group’s consolidation and
rationalisation programme, the Group has
effected the official dissolution of Kim Hin
9
chairman’s statement
(Shanghai) Building Materials
Co Ltd, a dormant subsidiary
company incorporated in the
People’s Republic of China.
The Group’s operations
in China will continue to
be carried out in Kim Hin
Ceramics (Shanghai) Co Ltd,
also a subsidiary company
incorporated in the People’s
Republic of China. The
operations of Miyama Ceramics
Sdn Bhd, a 34% associated
company engaged in the
manufacturing of ceramic
wares, were voluntarily ceased
by major shareholders of the
company during the year under
review in response to the contraction in world
demand for high quality fine bone tableware
products experienced during the last few years.
These rationalisation measures implemented
will enable the Group to focus on its core
business activity of ceramic tiles manufacturing.
PROSPECTS
With the Malaysian economy back on the
growth track and coupled with the Group’s
strategic plans to expand its local and overseas
markets, the Board of Directors is confident
that the Group is well poised to improve upon
its performance in the year ahead. The strong
cash position of the Group also augurs well for
the future and the Board will be proactive and
vigilant in identifying growth opportunities for
the Group.
DIVIDEND
In line with the Group’s policy to retain sufficient
funds for expansion and working capital
requirements, the Board of Directors has
proposed the payment of a first and final tax
exempt dividend of 1 sen per share in respect
of the current financial year ended 31
December 1999 totalling RM1.452 million. The
proposed dividend is subject to approval by
shareholders in the forthcoming Annual General
Meeting.
DIRECTORATE
On behalf of the Board of Directors, I would
like to record my sincere appreciation to Dato’
Mohd Arip bin Mahmud who has resigned as a
director of the company on 15 June 1999, for
10
his past contributions to the Group. I would
also like to take this opportunity to welcome
Dato’ Ibrahim bin Mahmud who was appointed
to the Board on 25 August 1999.
APPRECIATION
The remarkable turnaround in the
performance of the Group will not have been
achieved without the support and cooperation
received from many quarters. On behalf of
the Board of Directors, I would like to express
my utmost and sincere appreciation to the
management and staff of all levels for their
commitment, dedication and unwavering
support and resilience shown during the
current and past years. My sincere thanks also
go to our customers for their continued
support and loyalty and to our business
associates, various authorities and members
of the community whose support and
cooperation have been crucial during the
current and past years. Finally, I would also
like to thank my fellow colleagues on the
Board for their support and the shareholders
for their continued confidence in the Board
and management of the Group.
CHUA SENG HUAT
Executive Chairman
Dated this 30th day of April 2000
management team & corporate structure
KIM HIN INDUSTRY BERHAD
(018203-V)
CHUA SENG HUAT
(Executive Chairman)
JOHN CHUA SENG CHAI
(Group Managing Director)
100%
100%
KIM HIN PROPERTIES SDN. BHD.
Chua Seng Guan (Managing Director)
KIM HIN CERAMIC (SEREMBAN) SDN. BHD.
Jason Tan (General Manager)
100%
CERAMICA INDAH SDN. BHD.
100%
REFINED KOALIN INDUSTRIES SDN. BHD.
100%
KIMGRES MARKETING SDN. BHD.
100%
70%
Philip Then (General Manager)
Dormant
Angie Goh (General Manager)
KIMGRES CERAMIC PTY. LTD.
John Chua Seng Chai (Director)
KIM HIN CERAMICS (SHANGHAI) CO. LTD.
Chua Chui Kim (Executive Director)
50%
GUOLENE PAPER PRODUCTS (KUCHING) SDN. BHD.
34%
MIYAMA CERAMICS SDN. BHD.
Sim Poh Lai (General Manager)
Dormant
KIMGRES AUSTRALIA PTY. LIMITED
Sabri Yusuf (Representative)
KIMGRES HOLDINGS PTY. LIMITED
Sabri Yusuf (Representative)
100%
100%
11
financial highlights
200
185
96
150
195
97
25
23
176
98
180
99
21
95
96
20
149
95
14
97
15
11
99
10
100
5
0
50
-5
98
(8)
0
TURNOVER
PROFIT AFTER TAXATION
RM Million
RM Million
25
20
21
95
-10
320
97
22
96
330
309
98
318
99
15
10
270
10
97
240
8
99
5
220
96
203
95
0
210
180
9 8 (5)
-5
NET EARNINGS
PER SHARE (BASIC)
Sen
12
300
150
SHAREHOLDERS’ FUNDS
RM Million
99
f i n a n c i a l
s t a t e m e n t s
directors’ report
The Directors present their report together with the audited accounts of the Group and of the Company
for the year ended 31st December, 1999.
Principal activities
The principal activities of the Company are investment holding and the provision of management services.
The principal activities of the subsidiary and associated companies are set out in Note 2 to the accounts.
There have been no other significant changes in the nature of these activities of the Group and of the
Company during the current financial year.
Accounts
Profit after taxation and exceptional item
Minority interests
Profit attributable to shareholders
Dividend, tax exempt
Retained profit transferred to revenue reserve
Group
RM’000
Company
RM’000
11,152
774
––––––––––
11,926
(1,452)
––––––––––
10,474
========
6,761
––––––––––
6,761
(1,452)
––––––––––
5,309
========
There were no other material transfers to or from reserves or provisions during the year other than as
those disclosed in the notes to the accounts.
In the opinion of the Directors, the results of operations of the Group and of the Company during the
financial year have not been substantially affected by any item, transaction or event of a material and
unusual nature.
Dividends
During the year, the Company paid a final dividend of 1%, tax exempt, amounting to RM1,451,990 in
respect of the financial year ended 31st December, 1998.
The directors recommend a final dividend of 1%, tax exempt, amounting to RM1,451,990 to be paid in
respect of the financial year ended 31st December, 1999.
Significant event
On 31 December 1999, the Company’s wholly-owned subsidiary, Kim Hin (Shanghai) Building Material Co.
Ltd., a company incorporated in The People’s Republic of China ceased to be the Company’s subsidiary
following the liquidation of the subsidiary.
During the year, Miyama Ceramics Sdn Bhd, an associated company of the Company, has ceased its
manufacturing and trading activities.
14
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:
Chua Seng Huat
John Chua Seng Chai
Chua Seng Guan
Chua Yew Lin
Pauline Getrude Chua Hui Lin
Vincent Gerard Khoo
Yeo Yong Siang
Datuk Mohd. Arip Bin Mahmud
Dato’ Ibrahim Bin Mahmud
(Executive Chairman)
(Managing Director)
(Resigned on 15.6.1999)
(Appointed on 25.8.1999)
At the forthcoming Annual General Meeting of the Company, Chua Seng Guan, Chua Yew Lin, Vincent
Gerard Khoo and Dato’ Ibrahim Bin Mahmud shall retire in accordance with Article 80 of the Company’s
Articles of Association and, being eligible, offer themselves for re-election.
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement,
to which the Company is 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.
The following Directors who held office at the end of the financial year had according to the register
required to be kept under Section 134 of the Companies Act, 1965, an interest in shares of the Company
as follows:
( a ) Shareholdings registered in the name of directors:
Number of ordinary shares of RM1.00 each
As at
During the year
As at
1.1.1999
Bought
Sold
31.12.1999
Chua Seng Huat
John Chua Seng Chai
Chua Yew Lin
Pauline Getrude Chua Hui Lin
15,236
24,650
14,500
2,900
2,900
-
-
15,236
24,650
17,400
2,900
( b ) S h a r e h o l d i n g s i n w h i c h d i r e c t o r s a r e d e e m e d t o h a v e a n i n t e r e s tt:
Number of ordinary shares of RM1.00 each
As at
As at
During the year
1.1.1999
Bought
Sold
31.12.1999
Chua Seng Huat
John Chua Seng Chai
Chua Seng Guan
Chua Yew Lin
Pauline Getrude Chua Hui Lin
62,254,025
62,254,025
62,254,025
62,254,025
62,254,025
-
-
62,254,025
62,254,025
62,254,025
62,254,025
62,254,025
15
Directors’ Benefits
Since the end of the previous financial year, no Director has received or become entitled to receive any
benefits (other than a benefit included in the aggregate amount of emoluments received or due and
receivable by the Directors as shown in the Group accounts 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 the Director is a member or with a company in which the Director has a substantial
financial interest required to be disclosed by Section 169(8) of the Companies Act, 1965 other than as
disclosed in Note 23 to the accounts.
Employees’ share option scheme
The previous Executive Share Option Scheme (ESOS) established by the company on 22nd August, 1994
has expired on 21st August, 1999. No option granted under the previous ESOS was exercised during the
year up to the date of its expiry.
On 12th August, 1999, the Company via Malaysian International Merchant Bankers Berhad announced the
establishment and implementation of a new Executive Share Option Scheme to replace the previous one.
The company has since obtained the approval from the Securities Commission for the establishment of the
new ESOS. The new ESOS was approved by the shareholders of the Company at an Extraordinary General
Meeting held on 21st January, 2000. The proposed ESOS is now subject to the approval of the Kuala
Lumpur Stock Exchange for the listing of and quotation for the new shares to be issued pursuant to the
exercise of options.
The main features of the Scheme are:
(a) Eligible employees are all executives and Executive Directors of the Company or the Group who have
been confirmed in the employment of the Group for a continuous period of one year prior to the offer
or who are on contract of not less than three years with the Group and have served for a continuous
period of one year prior to the offer.
(b) The total number of new shares to be offered under the Scheme shall not exceed 10% of the issued
share capital of the Company at any point in time during the existence of the Scheme.
(c) The option period is for five years from 21st February, 2000, the date on which the last of the
requisite approvals was obtained.
(d) The option price for each RM1.00 share shall be average of the mean market quotation of the shares
as shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five days
immediately preceding the date of offer of the option.
(e) The option granted under the Scheme shall be capable of being exercised on any market day during
the option period. The option may be exercised in full or in any lesser number provided the number
shall be in multiples of 1,000 shares subject to 20%, 30% or 50% of the allocation per annum
depending on the number of option granted.
(f)
16
No option shall be granted for less than 1,000 shares nor more than 500,000 shares or the maximum
allowable allocation whichever is lesser.
3% Guaranteed Redeemable Bonds 1994/1999
The Company had during a previous financial year issued RM50,000,000 nominal value of 3% Guaranteed
Redeemable Bonds 1994/1999 with 20,000,000 detachable warrants on a “bought deal” basis. The
bonds have since been redeemed on 30th May, 1999 by internally generated funds.
Other statutory information
(a) Before the profit and loss accounts and balance sheets of the Group and of the Company were made
out, the Directors took reasonable steps:
(i) to ascertain that proper action has been taken in relation to the writing off of bad debts and the
making of provision for doubtful debts and have satisfied themselves that all known bad debts
had been written off and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the
accounting records in the ordinary course of business of the Group and of the Company have 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) the amount written off for bad debts or the amount of the provision for doubtful debts of the
Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to current assets in the accounts of the Group and of the Company misleading.
(c) At the date of this report, the Directors are not aware of circumstances which have arisen which
render adherence to the existing method of valuation of assets and 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 accounts of the Group and of the Company which would render any amount stated in
the consolidated accounts and accounts misleading.
(e) As at the date of this report there does not exist:
(i) any charge on the assets of the Group and 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 in respect of the Group and of the Company which has arisen since the end
of the financial year.
(f)
In the opinion of the Directors:
(i) no contingent liability or other liability of the Group and of the Company 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 and of the Company to meet their obligations
as and when they fall due; and
17
(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 and 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.
On behalf of the Board,
John Chua Seng Chai
Managing Director
Chua Yew Lin
Director
Kuching
Date: 10 April 2000
18
statement by directors
We, J o h n C h u a S e n g C h a i and C h u a Y e w L i n
n, being two of the Directors of K i m H i n I n d u s t r y
d, do hereby state that in the opinion of the Directors, the accounts set out on pages 21 to 42 are
Berhad
drawn up in accordance with approved accounting standards so as to give a true and fair view of:
(i)
the state of affairs of the Group and of the Company as at 31st December, 1999 and of the results
of the Group and of the Company for the financial year ended on that date; and
(ii) the cash flows of the Group for the financial year ended 31st December, 1999.
On behalf of the Board,
John Chua Seng Chai
Managing Director
Chua Yew Lin
Director
Declaration pursuant to Section 169(16) of the Companies Act, 1965
I, C h u a S e n g H u a tt, being the director primarily responsible for the financial management of K i m H i n
d, do solemnly and sincerely declare that the accounts set out on pages 21 to 42 are, to
Industry Berhad
the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing
the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Chua Seng Huat
Subscribed and solemnly declared by the
abovenamed C h u a S e n g H u a t
at Kuching in the State of Sarawak
on 10 April 2000
Before me,
Voon Wui Tat(Q021)
Commissioner for Oaths
19
report of the auditors
to the members of Kim Hin Industry Berhad
We have audited the accounts set out on pages 21 to 42. These accounts are the responsibility of the
Company’s directors. Our responsibility is to express an opinion on these accounts based on our audit.
We have conducted our audit in accordance with approved standards on auditing in Malaysia. These standards
require that we plan and perform the audit to obtain reasonable assurance that the accounts are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the accounts. An audit also includes assessing the accounting principles used and significant
estimates made by directors, as well as evaluating the overall accounts presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion:
(a) the accounts are properly drawn up in accordance with the provisions of the Companies Act, 1965
and approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company as at 31st December, 1999 and of the
results of the Group and of the Company and the cash flows of the Group for the year then ended;
and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the consolidated
accounts and accounts;
(b) 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 accounts of the subsidiaries that have been consolidated with the accounts of
the Company are in form and content appropriate and proper for the purposes of the preparation of the
consolidated accounts and we have received satisfactory information and explanations required by us for
those purposes.
The Auditors’ Reports on the accounts 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 Companies Act, 1965.
ERNST & YOUNG
AF: 0039
Public Accountants
YONG VOON KAR
1769/04/02 (J/PH)
Partner
Kuching, Malaysia.
Date : 10 April 2000
20
profit and loss accounts
for the year ended 31st December, 1999
Note
Turnover
3
Cost of sales
Group
1999
1998
RM’000
RM’000
180,194
========
175,823
========
280
========
316
========
135,154
========
137,627
========
24
========
81
========
Operating profit/(loss)
4
10,454
Investment and interest income
5
2,089
Interest expenses
6
Share of (losses)/profits of
associated companies
Exceptional item
1,659
(2,159)
541
––––––––––
(6,189)
(6,709)
13,571
17,145
(621)
(1,537)
––––––––––
––––––––––
(7,640)
6,761
8,899
7
––––––––––
11,231
(399)
––––––––––
(8,039)
––––––––––
6,761
––––––––––
8,899
8
(79)
––––––––––
11,152
(19)
––––––––––
(8,058)
––––––––––
6,761
––––––––––
8,899
774
––––––––––
521
––––––––––
––––––––––
––––––––––
6,761
8,899
Profit/(loss) after taxation
Minority interests
Profit/(loss) attributable
to shareholders
11,926
Transfer from revenue reserve
Dividend, 1% (1998 - 1%), tax exempt
Retained profit transferred
to revenue reserve
Earnings/(loss) per share - basic
(7,681)
11,231
Profit/(loss) before taxation
Taxation
(922)
(390)
––––––––––
Profit/(loss) before exceptional
item and taxation
Company
1999
1998
RM’000
RM’000
9
(7,537)
––––––––––
11,926
(1,452)
––––––––––
8,989
––––––––––
1,452
(1,452)
––––––––––
––––––––––
6,761
(1,452)
––––––––––
––––––––––
8,899
(1,452)
––––––––––
10,474
========
========
5,309
========
7,447
========
8 sen
========
(5) sen
========
The notes on pages 25 to 42 form an integral part of the accounts.
21
balance sheets
as at 31st December, 1999
Note
Fixed assets
Associated companies
Subsidiary companies
Goodwill on consolidation
Group
1999
1998
RM’000
RM’000
Company
1999
1998
RM’000
RM’000
10
11
12
204,654
4,170
10,397
231,159
4,959
10,397
32,236
3,180
239,109
-
32,020
4,428
275,592
-
13
14
61,390
49,874
67,001
45,746
-
-
4,480
31,184
6,877
––––––––––
153,805
4,108
43,082
5,283
––––––––––
165,220
2,083
31,184
20
––––––––––
33,287
2,179
37,582
80
––––––––––
39,841
3,352
23,437
8,790
202
1,452
––––––––––
37,233
53,528
15,486
11,546
88
1,452
––––––––––
82,100
247
46
629
1,452
––––––––––
2,374
50,000
7
293
1,452
––––––––––
51,752
116,572
83,120
30,913
16
(779)
––––––––––
335,014
========
(2,082)
––––––––––
327,553
========
––––––––––
305,438
========
––––––––––
300,129
========
17
18
145,199
172,615
17,200
––––––––––
335,014
========
145,199
163,604
18,750
––––––––––
327,553
========
145,199
160,239
––––––––––
305,438
========
145,199
154,930
––––––––––
300,129
========
Current assets
Stocks and work-in-progress
Trade debtors
Other debtors, deposits and
prepayments
Fixed deposits with licensed banks
Cash and bank balances
Current liabilities
Short term borrowings
Trade creditors
Other creditors and accruals
Provision for taxation
Proposed dividend
15
Net current assets/(liabilities)
Long term liabilities
(11,911)
Financed by:
Share capital
Reserves
Minority interests
22
The notes on pages 25 to 42 form an integral part of the accounts.
consolidated cash flow statement
for the year ended 31st December, 1999
Note
1999
RM’000
1998
RM’000
Cash flows from operating activities
Operating profit/(loss) before taxation and
exceptional item
Adjustments for:
Depreciation
Fixed asset written off
Interest expense
Interest income
Loss on disposal of subsidiary
Unrealised (gain)/loss on foreign exchange
Profit on disposal of fixed asset
Provision for diminution in value of investment
Share of associated companies’ losses/(profit)
Operating profit before working capital changes
Decrease in banker acceptances
Decrease in stocks
(Increase)/decrease in trade and other debtors
Increase/(decrease) in trade and other creditors
Cash generated from operations
Interest paid
Income tax paid
Net cash generated from operating activities
11,231
(7,640)
30,646
922
(2,089)
99
(202)
(620)
29
390
––––––––––
40,406
33,246
3
2,159
(1,659)
2,121
(125)
(541)
––––––––––
27,564
5,352
(3,676)
4,165
––––––––––
46,247
(393)
26,854
8,433
(3,279)
––––––––––
59,179
(922)
(83)
––––––––––
45,242
––––––––––
(2,159)
(29)
––––––––––
56,991
––––––––––
360
2,089
1,637
(6,483)
––––––––––
(2,397)
––––––––––
(1,657)
540
1,659
161
(11,570)
––––––––––
(10,867)
––––––––––
Cash flows from investing activities
Acquisition of subsidiaries, net of cash
Dividend received
Interest received
Proceeds from sale of fixed assets
Purchase of fixed asset
Net cash used in investing activities
23
consolidated cash flow statement
for the year ended 31st December, 1999
Note
Company
1999
1998
RM’000
RM’000
Cash flows from financing activities
Additional term loan obtained
Dividends paid
Dividends paid to minority shareholders
Repayment of term loan
Repayment of hire purchase and finance lease
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Effects of exchange rate changes on cash
and cash equivalents
(1,452)
(1,520)
(1,793)
(168)
––––––––––
(4,933)
––––––––––
(10,718)
41,191
30
Cash and cash equivalents at the beginning
of the year
Cash and cash equivalents at the end of the year
2,088
(1,452)
(209)
(53,687)
(303)
––––––––––
(53,563)
––––––––––
21
(87)
48,128
––––––––––
37,440
========
7,024
––––––––––
48,128
========
––––––––––
––––––––––
––––––––––
========
647
1,409
––––––––––
2,056
(1,413)
––––––––––
643
1,014
––––––––––
1,657
========
Note:Acquisition of subsidiaries, net of cash
Net assets acquired
Goodwill
Purchase consideration
Less: Cost of investment incurred in prior year
Add: Cash and cash equivalents acquired
Net cash outflows on acquisition of subsidiaries
24
The notes on pages 25 to 42 form an integral part of the accounts.
notes to the accounts
31st December, 1999
1 . Accounting policies
1.1. Basis of accounting
The accounts of the Group and of the Company are prepared under the historical cost convention,
modified to include the revaluation of certain fixed assets and investments in certain subsidiary
companies and comply with approved accounting standards issued by the Malaysian Accounting
Standards Board. In the financial year ended 31st December, 1999, the Group and the Company
applied certain transitional provisions in International Accounting Standard 16 (Revised),
Property, Plant and Equipment, by virtue of which a reporting enterprise is allowed to retain
carrying amounts on the basis of their previous revaluations (subject continuity in depreciation
policy and requirement to write an asset down to its recoverable amount) if it does not further
revalue its fixed assets.
1.2. Basis of consolidation
The consolidated accounts comprise the accounts of the Company and all its subsidiary
companies for the year ended 31st December, 1999. A list of the Group’s subsidiary companies
is shown in Note 2. The results of subsidiary companies acquired or sold during a year are
included in or excluded from the respective dates of acquisition or sale, as applicable.
Goodwill or reserve on consolidation represents the difference between the consideration paid
for the shares in the subsidiary companies and the value of attributable net assets acquired, as
applicable. Goodwill is not amortised but write-offs are made where, in the opinion of the
Directors, a permanent diminution in value has occurred.
1.3. Subsidiary companies
Investment in subsidiary companies are stated at cost and valuation unless, in the opinion of
the Directors, there has been permanent diminution in value, when they are written down to
recognise the variations in value of the underlying net tangible assets.
Dividend income from subsidiary companies is included in the profit and loss account of the
Company when declared or proposed.
1.4. Associated companies
An associated company is defined as a company, not being a subsidiary, in which the Group has
a long-term interest of not less than 20% of the equity and in whose financial and operating
policy decisions the Group exercises significant influence. A list of the Group’s associated
companies is shown in Note 2.
The Group’s share of the results of associated companies is included in the consolidated profit
and loss account. The Group’s share of the post-acquisition reserves or losses of associated
companies is included in the investments in the Group balance sheet.
Dividend income is accrued on the basis of dividends declared by the investee companies up to
the date of the Directors’ Report.
25
1.5. Depreciation
No amortisation is made for freehold land and leasehold land with an unexpired lease term of
more than fifty years. Short term leasehold land is amortised over the remaining term of the
lease.
All other fixed assets are depreciated on a straight line basis to write off the cost or valuation
of the fixed assets over their estimated useful lives. The principal annual rates used are as
follows:
Buildings, drainage and roads
Plant, machinery and equipment
Motor vehicles and diesel tank
Furniture, fittings and equipment
Steel moulds
2 to 10%
5 to 30%
20%
8 to 30%
50%
Capital work-in-progress is not depreciated until the fixed assets are fully completed and brought
into use.
Fully depreciated assets are retained in the accounts until they are no longer in use and no
further charge for depreciation is made in respect of these assets.
1.6. Stocks and work-in-progress
Stocks are stated at the lower of cost and net realisable value. Cost is determined on the firstin-first-out basis or standard cost, which approximates actual cost, and include cost of purchase
and other directly attributable costs of acquisition. In arriving at the net realisable value, due
allowance is made for all damaged, obsolete and slow-moving items.
Work-in-progress and finished goods include cost of materials, direct labour and an appropriate
proportion of fixed and variable factory overheads.
1.7. Deferred taxation
Deferred taxation is provided under the liability method in respect of all material timing
differences except where it is reasonably expected that the tax effects of such deferrals will
continue in the foreseeable future.
No account is taken of any debit balances arising on deferred taxation account.
1.8. Foreign currencies
Assets, liabilities, revenues and costs denominated in foreign currencies are recorded in Ringgit
Malaysia at the rates of exchange ruling on the dates of transactions; monetary assets and
liabilities at the balance sheet date are reported at year end rates of exchange. All profits and
losses on exchange are dealt with through the profit and loss account.
In the Group accounts, the assets and liabilities of overseas subsidiary companies are translated
at exchange rates ruling on the balance sheet date. Profit and loss items are translated at
average exchange rates for the year. All exchange differences are dealt with through the
translation adjustment account.
26
1.9. Cash and cash equivalents
For the purpose of the Cash Flow Statement, cash and cash equivalents include fixed deposits
with licensed banks and bank overdrafts.
1.10 Year 2000 Compliance Costs
The Year 2000 compliance costs are costs specifically associated with modifying existing
internal use software for the Year 2000. Year 2000 compliance cost are expensed to the
profit and loss account as and when it is incurred except that costs which represent an
enhancement of the existing software and related hardware beyond its original assessed standard
of performance are capitalised as part of the related assets if it can be measured reliably.
27
2 . General
The Company is incorporated in Malaysia and its principal activities are investment holding and the
provision of management services.
The accounts of the Group and of the Company are expressed in Ringgit Malaysia.
The subsidiary and associated companies are:
Name of company
Principal activities
Country of
incorporation
Effective
Group interest
1999
1998
Subsidiary companies
Ceramica Indah
Sdn. Bhd.
Manufacture and sale of
ceramic floor, homogeneous
and monoporosa tiles
Malaysia
100%
100%
Kim Hin Properties
Sdn. Bhd.
Property and investment
holding
Malaysia
100%
100%
Kimgres Marketing
Sdn. Bhd.
Trading in building
materials
Malaysia
100%
100%
Kim Hin Ceramic
(Seremban) Sdn. Bhd.
Manufacture and sale of
ceramic tiles
Malaysia
100%
100%
Refined Kaolin
Industries Sdn. Bhd.
Inactive
Malaysia
100%
100%
Kim Hin (Shanghai)
Building Materials
Co. Ltd. (+)
Trading in building
materials
People’s Republic
of China
-
100%
Kim Hin Ceramics
(Shanghai) Co. Ltd. (+)
Manufacture and sale of
ceramic tiles
People’s Republic
of China
70%
70%
Kimgres Ceramic
Pty. Ltd. (+)
Inactive
Australia
100%
100%
Subsidiary companies of Ceramica Indah Sdn. Bhd.
Kimgres Holdings
Pty. Limited (+)
Property letting
Australia
100%
100%
Kimgres Australia
Pty. Limited (+)
Wholesaler and retailer
of ceramic tiles
Australia
100%
100%
Miyama Ceramics
Sdn. Bhd.
Manufacture and sale of
ceramic wares
Malaysia
34%
34%
Guolene Paper Products
(Kuching) Sdn. Bhd.(+)
Manufacture and sale of
corrugated carton products
Malaysia
50%
50%
Associated companies
28
All companies are audited by Ernst & Young, Malaysia except those marked (+) which are audited by
other firms.
Kim Hin (Shanghai) Building Materials Co. Ltd. ceased to be a subsidiary company of the Group upon
its liquidation with effect from 31 December 1999.
3 . Turnover
Turnover represents management fees received, invoiced trading sales of tiles, net of sales tax and
after allowance for goods returned and trade discounts.
Group
1999
1998
RM’000
RM’000
Turnover is analysed as follows:
External customers
Related companies
180,194
––––––––––
180,194
========
175,823
––––––––––
175,823
========
Company
1999
1998
RM’000
RM’000
280
––––––––––
280
========
316
––––––––––
316
========
45
1,733
160
1,046
-
45
3
1,806
165
856
-
4 . Operating profit
This is stated after charging/(crediting):
Auditors’ remuneration
- current year
- (over)/under provision in previous year
Bad debts written off
Depreciation
Directors’ fees
Directors’ other emoluments
Fixed assets written off
(Gain)/loss on foreign exchange
- realised
- unrealised
Profit on disposal of fixed assets
Provision for bad and doubtful debts
less provision no longer required
Provision for stock obsolescence
Rental expenses
Rental income
Rental of plant and machinery
Stock written off
199
1,051
30,646
160
1,997
-
267
(6)
551
33,246
165
1,621
3
(235)
(202)
(620)
(790)
2,121
(125)
(676)
(49)
(699)
(2)
1,082
(84)
========
4,313
4,453
1,268
(388)
4
2,044
========
128
(268)
========
138
(285)
========
29
5 . Investment and interest income
Group
1999
1998
RM’000
RM’000
Dividend income:
Subsidiary companies
Associated company
Interest income:
Subsidiary companies
Others
Company
1999
1998
RM’000
RM’000
-
-
10,872
500
14,046
750
2,089
––––––––––
2,089
========
1,659
––––––––––
1,659
========
472
1,727
––––––––––
13,571
========
1,140
1,209
––––––––––
17,145
========
621
225
29
47
––––––––––
922
========
1,500
300
114
245
––––––––––
2,159
========
621
––––––––––
621
========
1,500
23
14
––––––––––
1,537
========
========
399
========
========
========
208
74
23
-
-
––––––––––
========
––––––––––
========
6 . Interest expenses
Bond interest
Loan interest
Bank overdraft interest
Other interest expenses
7 . Exceptional item
Loss on disposal of an
associated company
8 . Taxation
Based on results for the year:
Malaysian taxation (Note a)
Foreign taxation
Associated companies:
Malaysian taxation
(129)
––––––––––
79
========
(78)
––––––––––
19
========
(a)
There is no taxation liability anticipated for the Group’s and Company’s current financial year
because it constitutes the basis period for Year of Assessment 2000 (preceding year basis)
wherein taxation on income other than dividend income is waived.
(b)
Estimated tax losses and capital allowances carried forward as at 31st December, 1999 available
to be set off against the Company’s future business profit amounted to RM4,800,000 (1998:
RM3,650,000) and RM1,600,000 (1998: RM970,000) respectively.
As at 31st December, 1999, the Group has unabsorbed tax losses, unutilised capital allowances,
reinvestment allowances and investment tax allowances which are available for set-off against
future chargeable income amounted to approximately RM98.4 million (1998: RM116.7 million)
subject to agreement by the Revenue Authorities.
30
(c)
Subject to the agreement by the Revenue Authorities, the tax exempt account of the
Company as at 31st December, 1999 amounted to RM163.2 million (1998: RM152.7 million).
9 . Earnings per share
The basic earnings per share for the year has been calculated based on the Group’s profit after
exceptional item, taxation and minority interest of RM11,925,769 (1998: Group’s loss after exceptional
item, taxation and minority interest of RM7,537,647) and on the number of ordinary shares in issue
during the year of 145,199,013 (1998: 145,199,013).
10.Fixed assets
Group
Land,
Plant,
buildings, machinery
drainage
Motor
and
and roads equipment vehicles
RM’000
RM’000
RM’000
Furniture,
fittings
and office
equipment
RM’000
Total
RM’000
Cost/valuation
Translation differences
Reclassification
Additions
Disposals/written off
As at 31.12.1998
(421)
2,818
2,139
(840)
110,944
––––––––––
114,640
========
(1,613)
(3,528)
3,396
(8,352)
266,059
––––––––––
255,962
========
(8)
342
(379)
8,378
––––––––––
8,333
========
9
710
606
(13)
17,921
––––––––––
19,233
========
(2,033)
6,483
(9,584)
403,302
––––––––––
398,168
========
Charge for 1998
2,705
========
27,815
========
1,061
========
1,665
========
33,246
========
Charge for the year
Translation differences
Reclassification
Disposals/written off
As at 31.12.1998
3,112
(49)
30
(59)
16,085
––––––––––
19,119
========
24,888
(512)
(355)
(8,352)
143,688
––––––––––
159,357
========
1,033
1
(297)
5,689
––––––––––
6,426
========
1,613
6
325
(13)
9,812
––––––––––
11,743
========
30,646
(554)
(8,721)
175,274
––––––––––
196,645
========
95,521
========
96,605
========
1,907
========
7,490
========
201,523
As at 31.12.1999
Accumulated depreciation
As at 31.12.1999
Net book value
As at 31.12.1999
Add: Construction work-in-progress
As at 31.12.1998
Add: Construction work-in-progress
3,131
––––––––––
204,654
========
94,859
========
122,371
========
2,689
========
8,109
========
228,028
3,131
––––––––––
231,159
========
31
10.Fixed assets (contd.)
Company
Land,
Plant,
buildings, machinery
drainage
Motor
and
and roads equipment vehicles
RM’000
RM’000
RM’000
Furniture,
fittings
and office
equipment
RM’000
Total
RM’000
Cost/valuation
Additions
Disposals
Reclassification
As at 31.12.1998
As at 31.12.1999
2,303
(456)
(709)
30,979
––––––––––
32,117
========
442
––––––––––
442
========
3,028
––––––––––
3,028
========
97
709
4,448
––––––––––
5,254
========
2,400
(456)
38,897
––––––––––
40,841
========
899
========
884
(5)
(325)
5,167
––––––––––
5,721
========
28
========
24
352
––––––––––
376
========
470
========
415
2,262
––––––––––
2,677
========
409
========
410
325
2,206
––––––––––
2,941
========
1,806
========
1,733
(5)
9,987
––––––––––
11,715
========
26,396
========
66
========
351
========
2,313
========
29,126
Accumulated depreciation
Charge for 1998
Charge for the year
Disposals
Reclassification
As at 31.12.1998
As at 31.12.1999
Net book value
As at 31.12.1999
Add: Construction work-in-progress
As at 31.12.1998
Add: Construction work-in-progress
32
3,110
––––––––––
32,236
========
25,812
========
90
========
766
========
2,242
========
28,910
3,110
––––––––––
32,020
========
10. Fixed assets (contd.)
Analysis of land and buildings, drainage and roads:
Group
1999
1998
RM’000
RM’000
Freehold land
Long term leasehold land
Short term leasehold land
Buildings and improvements
Drainage and roads
9,127
3,463
23,847
70,977
7,226
––––––––––
114,640
========
9,206
3,463
20,613
70,389
7,273
––––––––––
110,944
========
Company
1999
1998
RM’000
RM’000
3,463
16,600
11,349
705
––––––––––
32,117
========
3,463
17,157
9,708
651
––––––––––
30,979
========
Included in fixed assets of the Group is a total net book value of RM524,146 (1998: RM839,961)
representing assets acquired on instalment purchase plans.
Certain plant and machinery of the Group’s China subsidiary company are pledged as security for
short term loan obtained.
The short term borrowings and term loan of the Group’s Australian subsidiary companies are secured
over a piece of land held by one of the Australian subsidiary companies. The borrowings are also
secured by a first registered mortgage over all of the assets of the Australian subsidiary companies.
33
10. Fixed assets (contd.)
The valuation for 1992 were adopted by the Directors based on professional appraisals by independent
valuers. The valuations were on the basis of open market value for land and buildings.
Pursuant to the transitional provisions of International Accounting Standard 16 (Revised), Property,
Plant and Equipment, by virtue of which a reporting enterprise is allowed to retain carrying amounts
on the basis of their previous revaluations (subject to continuity in depreciation policy and the
requirement to write an asset down to its recoverable amount) if it does not further revalue its fixed
assets, these assets have continued to be stated on the basis of their 1992 valuation.
Analysis of cost:
Land and
buildings,
drainage
and roads
RM’000
Plant,
machinery
and
equipment
RM’000
Motor
vehicles
RM’000
Furniture,
fittings
and office
equipment
RM’000
Construction
work-inprogress
RM’000
21,658
92,982
––––––––––
114,640
========
255,962
––––––––––
255,962
========
8,333
––––––––––
8,333
========
19,233
––––––––––
19,233
========
3,131
––––––––––
3,131
========
21,658
379,641
––––––––––
401,299
========
21,658
89,286
––––––––––
110,944
========
266,059
––––––––––
266,059
========
8,378
––––––––––
8,378
========
17,921
––––––––––
17,921
========
3,131
––––––––––
3,131
========
21,658
384,775
––––––––––
406,433
========
16,062
16,055
––––––––––
32,117
========
442
––––––––––
442
========
3,028
––––––––––
3,028
========
5,254
––––––––––
5,254
========
3,110
––––––––––
3,110
========
16,062
27,889
––––––––––
43,951
========
16,062
14,917
––––––––––
30,979
========
442
––––––––––
442
========
3,028
––––––––––
3,028
========
4,448
––––––––––
4,448
========
3,110
––––––––––
3,110
========
16,062
25,945
––––––––––
42,007
========
Total
RM’000
Group
1999
At valuation in 1992
At cost
1998
At valuation in 1992
At cost
Company
1999
At valuation in 1992
At cost
1998
At valuation in 1992
At cost
34
11. Associated companies
Group
1999
1998
RM’000
RM’000
Unquoted shares, at cost
Provision for diminution in value
of investment
Share of post-acquisition
profit less losses
4,428
4,428
Company
1999
1998
RM’000
RM’000
4,428
4,428
(29)
––––––––––
4,399
––––––––––
4,428
(1,248)
––––––––––
3,180
––––––––––
4,428
(229)
––––––––––
4,170
========
531
––––––––––
4,959
========
––––––––––
3,180
========
––––––––––
4,428
========
The Group’s interest in the associated companies is represented by:
Group
1999
1998
RM’000
RM’000
Share of net assets
Premium on acquisition
Provision for diminution in value
4,183
16
(29)
––––––––––
4,170
========
4,943
16
––––––––––
4,959
========
12. Subsidiary companies
Company
1999
1998
RM’000
RM’000
Unquoted shares:
- at cost
- at Directors’ valuation, 1992
Less: Provision for diminution in value of investment
Due from subsidiary companies
35,036
34,902
––––––––––
69,938
––––––––––
69,938
169,171
––––––––––
239,109
========
36,340
34,902
––––––––––
71,242
(1,304)
––––––––––
69,938
205,654
––––––––––
275,592
========
35
13. Stocks and work-in-progress
Raw materials
Work-in-progress
Finished goods
Packing materials
Spare parts and stores
Group
1999
1998
RM’000
RM’000
Company
1999
1998
RM’000
RM’000
15,760
3,841
35,542
362
5,885
––––––––––
61,390
========
––––––––––
========
15,457
3,459
41,776
201
6,108
––––––––––
67,001
========
––––––––––
========
14. Trade debtors
Trade debtors (group) are stated after including the provision of doubtful debts of RM7,134,521
(1998: RM7,477,290).
15. Short term borrowings
Group
1999
1998
RM’000
RM’000
Bank overdrafts
3% Guaranteed Redeemable Bonds
1994/1999 with detachable warrants
Term loans
- portion repayable within twelve months
Hire purchase and lease creditors
- portion repayable within twelve months
Company
1999
1998
RM’000
RM’000
621
237
247
-
-
50,000
-
50,000
2,518
2,996
-
-
213
––––––––––
3,352
========
295
––––––––––
53,528
========
––––––––––
247
========
––––––––––
50,000
========
The Group’s bank borrowings are secured by corporate guarantees and bear interest rates which
vary according to the prevailing base lending rates.
The term loan of the Group’s China subsidiary company is secured by way of a pledge against
certain plant and machinery of the subsidiary company.
The Australian subsidiary companies’ short term borrowings and term loan are secured by a first
registered mortgage on a piece of land held by one of the Australian subsidiary companies, a first
registered equitable mortgage by the Australian subsidiary companies over the whole of assets and
undertakings including uncalled capital and a corporate guarantee from the holding company limited
to A$2,404,000.
36
1 6 . Long term liabilities
Group
1999
1998
RM’000
RM’000
Term loans
- portion repayable after twelve months
Hire purchase and lease creditors
- portion repayable after twelve months
Company
1999
1998
RM’000
RM’000
573
1,674
-
-
206
––––––––––
779
========
408
––––––––––
2,082
========
––––––––––
========
––––––––––
========
705
669
-
-
74
––––––––––
779
========
1,264
149
––––––––––
2,082
========
––––––––––
========
––––––––––
========
Ageing analysis
Amount repayable within two years
Amount repayable after two years but
within 5 years
Amount repayable after five years
1 7 . Share capital
Group and Company
1999
1998
RM’000
RM’000
Ordinary shares of RM1.00 each
Authorised
500,000
========
500,000
========
Issued and fully paid
145,199
========
145,199
========
The previous Executive Share Options Scheme (ESOS) established by the Company on 22nd
August, 1994 has expired on 21st August, 1999. No option granted under the previous ESOS was
exercised during the year up to the date of its expiry.
The options to be granted under new ESOS established to replace the previous one will be effective
for five years from 21st February, 2000 onwards.
37
18. Reserves
Group
1999
1998
RM’000
RM’000
Company
1999
1998
RM’000
RM’000
140
––––––––––
140
––––––––––
140
––––––––––
140
––––––––––
2,186
––––––––––
2,186
––––––––––
2,186
––––––––––
2,186
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
45,069
––––––––––
899
––––––––––
899
––––––––––
882
17
––––––––––
899
––––––––––
––––––––––
––––––––––
––––––––––
––––––––––
Non distributable:
Revaluation reserve
Balance at 1st January
Balance at 31st December
Share premium account
Balance at 1st January
Balance at 31st December
Reserve and Enterprise Expansion Fund
Balance at 1st January
Transfer from revenue reserve
Balance at 31st December
The Reserve Fund and Enterprise Expansion Fund are transferred from revenue reserve based on
10% and 9% of the current year profit of the Group’s China subsidiary for the purpose of working
capital and expansion respectively. These funds are maintained in compliance with the governing
authority of the People’s Republic of China.
Group
1999
1998
RM’000
RM’000
Translation adjustment account
Balance at 1st January
Translation difference in
subsidiary companies
Balance at 31st December
38
13,404
16,324
(1,463)
––––––––––
11,941
––––––––––
(2,920)
––––––––––
13,404
––––––––––
Company
1999
1998
RM’000
RM’000
-
-
––––––––––
––––––––––
––––––––––
––––––––––
1 8 . Reserves (contd.)
Group
1999
1998
RM’000
RM’000
Company
1999
1998
RM’000
RM’000
Distributable:
Revenue reserve
Balance at 1st January
Transfer from/(to) profit and loss account
Transfer to Reserve Fund and Enterprise
Expansion Fund
Change in group structure
Balance at 31st December
Total reserves
104,092
10,474
112,727
(8,989)
107,675
5,309
100,228
7,447
––––––––––
114,566
––––––––––
(17)
371
––––––––––
104,092
––––––––––
––––––––––
112,984
––––––––––
––––––––––
107,675
––––––––––
172,615
========
163,604
========
160,239
========
154,930
========
(a) Unappropriated profits are retained by:
Group
1999
1998
RM’000
RM’000
Holding Company
Subsidiary companies
Associated companies
112,984
1,811
(229)
––––––––––
114,566
========
107,675
(4,114)
531
––––––––––
104,092
========
(b) Based on the estimated tax exempt income and the Section 108 tax credits available, the
whole of the revenue reserve of the Company is available for distribution without incurring
additional tax liability.
The ability of the company to distribute its retained earnings is subject to restrictions contained
in Section 365 of the Companies Act, 1965. In general (unless exempted from the Section),
a company is allowed to declare dividends (after making deductions for income tax, if any) for
a financial year of an amount not exceeding the after tax profit for that financial year or not
exceeding the average dividends declared in respect of the two financial years immediately
preceding that financial year, whichever is the greater. Any after-tax profit not declared as
dividends for any financial year commencing on or after 1st July, 1998 may be accumulated
and paid out as dividends in any subsequent financial year.
Although it was announced on 29 October 1999 in the 2000 Budget speech that the aforesaid
restrictions be removed with immediate effect, the amendment to Section 365 of the Companies
Act, 1965 has thus far not been gazetted.
39
1 9 . Capital commitments
Capital expenditure not provided
for in the accounts:
Authorised and contracted for
Authorised and not contracted for
Group
1999
1998
RM’000
RM’000
Company
1999
1998
RM’000
RM’000
6,007
––––––––––
6,007
========
3,472
736
––––––––––
4,208
========
1,635
––––––––––
1,635
========
1,865
736
––––––––––
2,601
========
========
========
84,156
========
138,123
========
2 0 . Contingent liabilities
Guarantees to financial institutions
in respect of banking facilities
granted to subsidiary companies
2 1 . Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and balances with banks. Cash and cash equivalents
included in the cash flow statement comprise the following balance sheet amounts:
Group
1999
1998
RM’000
RM’000
Cash and bank balances
Fixed deposits with licensed banks
Bank overdrafts
Cash and cash equivalents
40
6,877
31,184
(621)
––––––––––
37,440
========
5,283
43,082
(237)
––––––––––
48,128
========
2 2 . Segmental reporting
Segmental information is presented based on geographical locations only as the Group operates
principally in one industry.
T u r n o v e r Profit/(loss) Total asset
before tax e m p l o y e d
RM’000
RM’000
RM’000
1999
Malaysia operation
China operation
Australia operation
Less: Inter-company sales
253,385
20,443
17,714
––––––––––
291,542
(111,348)
––––––––––
180,194
========
11,520
(2,492)
2,203
––––––––––
11,231
––––––––––
11,231
========
296,722
62,978
13,326
––––––––––
373,026
––––––––––
373,026
========
239,821
27,500
7,827
––––––––––
275,148
(99,325)
––––––––––
175,823
========
(7,842)
(701)
504
––––––––––
(8,039)
––––––––––
(8,039)
========
329,009
68,540
14,186
––––––––––
411,735
––––––––––
411,735
========
1999
RM’000
1998
RM’000
2,641
5,861
2,794
2,329
2,464
4,128
36
5,987
118
36
1998
Malaysia operation
China operation
Australia operation
Less: Inter-company sales
2 3 . Related party transactions
The group’s significant related party transactions are as follows:
Group
Sales to an associated company
Purchases from an associated company
Rental of office and warehouse paid to a company
controlled by the directors
Purchases from a company controlled by a major
shareholder who exercised significant influence
Interest received from an associated company
Rental received from an associated company
Sales and purchases were entered into by the group under terms that are no less favourable than
those arranged with third parties. The rental paid to a company controlled by the directors is under
terms which is determined by reference to the prevailing market rates for comparable buildings.
41
Company
Sales to a subsidiary company
Dividend receivable from subsidiary companies and
an associated company
Management fees receivable from a subsidiary company
Interest income receivable from subsidiary companies
Rental income receivable from a subsidiary company
Rental paid to a company controlled by directors
1999
RM’000
1998
RM’000
18
58
11,372
264
472
227
110
14,796
264
1,140
227
120
The directors of the company are of the opinion that the above transactions were entered into in
the normal course of business and under normal commercial terms.
2 4 . Comparative figures
Certain comparative figures have been reclassified to conform with the current year’s presentation.
42
particulars of group’s properties
Details of the properties of the Group as at 31 st December 1999, all of which are leasehold/freehold
properties, set out below
No
1
Location
Lot 2124
Block 226
Kuching
North Land
District
(KNLD)
Description /Existing Use
Country Land/Mixed Zone Land
3 storeys Old Office Block &
factory building, worker quarters
warehouse , 3 storeys new Office
Approximate
Age Of Building
(Year)
Land/Area
M2
Leasehold
Expiry
Date
NBV
RM ‘000
15
8 ,8
8, 4
60,187
13/7/2057
75,071
31/12/2038
43,546
-
11,655
30/3/2038
370
-
5,504
30/3/2038
170
-
8,458
31/12/2038
517
-
7,689
31/12/2038
744
-
2,792
31/12/2038
209
-
8,551
31/12/2038
240
-
7,988
31/12/2038
195
-
10,846
31/12/2038
313
-
4,405
31/12/2038
205
14
4,573
31/12/2038
178
-
11,676
31/12/2038
482
-
4,048
31/12/2038
170
Lot 96, 335,
479, 929 &
930 Block
226 KNLD
2
Lot 313
Block 226
KNLD
Country Land/Mixed Zone Land
3
Lot 315
Block 226
KNLD
Country Land/Mixed Zone Land
4
Lot 505
Block 226
KNLD
Country Land/Mixed Zone Land
5
Lot 506
Block 226
KNLD
Vacant Land
6
Lot 754
Block 226
KNLD
Country Land/Mixed Zone Land
7
Lot 931
Block 226
KNLD
Country Land/Mixed Zone Land
8
Lot 932
Block 226
KNLD
Country Land/Mixed Zone Land
9
Lot 679
Block 226
KNLD
Country Land/Mixed Zone Land
10
Lot 1641
Block 226
KNLD
Country Land/Mixed Zone Land
11
Lot 316
Block 225
KNLD
Country Land/Mixed Zone Land
1 dwelling house
12
Lot 698
Block 225
KNLD
Country Land/Mixed Zone Land
13
Lot 1789
Block 225
KNLD
Vacant Country Land /Mixed
Zone Land
43
No
Location
Description /Existing Use
Approximate
Age Of Building
(Year)
Land/Area
NBV
RM ‘000
M2
Leasehold
Expiry
Date
14
Lot 1790
Block 225
KNLD
Vacant Country Land /Mixed
Zone Land
-
4,787
31/12/2038
110
15
Lot 1791
Block 225
KNLD
Country Land/Mixed Zone Land
-
3,744
31/12/2038
120
16
Lot 1792
Block 225
KNLD (706/
1042 Share)
Vacant Country Land /Mixed
Zone Land
3 dwelling houses
9
2,857
31/12/2038
229
17
Lot 1802
Block 225
KLND
Vacant Country Land /Mixed
Zone Land
-
8,067
31/12/2038
195
18
Lot 1803
Block 225
KLND
Vacant Country Land /Mixed
Zone Land
-
8,051
31/12/2038
320
19
Lot 1808
Block 225
KLND
Vacant Country Land /Mixed
Zone Land
-
8,121
31/12/2038
323
20
Lot 1809
Block 225
KLND
Vacant Country Land /Mixed
Zone Land
-
8,719
31/12/2038
547
21
Lot 1810
Block 225
KLND
Vacant Country Land /Mixed
Zone Land
-
8,374
31/12/2038
333
22
Lot 1804
Block 225
KNLD
Country Land/Mixed Zone Land
-
8,239
31/12/2038
485
23
Lot 1805
Block 225
KNLD
Country Land/Mixed Zone Land
-
8,042
31/12/2038
485
24
Lot 1806
Block 225
KNLD
Country Land/Mixed Zone Land
-
7,882
31/12/2038
484
25
Lot 1807
Block 225
KNLD
Country Land/Mixed Zone Land
-
7,996
31/12/2038
484
26
Lot 1812
Block 225
KNLD
Country Land/Mixed Zone Land
Double storey detached house
13
3,376
31/12/2038
392
27
Lot 1813
Block 225
(420/1050
share) KLND
Country Land/Mixed Zone Land
Single-storey detached house
12
1,847
31/12/2038
120
44
No
Location
Description /Existing Use
Approximate
Age Of Building
(Year)
Land/Area
M2
Leasehold
Expiry
Date
NBV
RM ‘000
16
3,268
31/12/2038
505
-
19,466
31/12/2018
91
Vacant Country Land/
Mixed Zone Land
-
11,250
3/1/2011
38
Lot 606
Block 4
(MLD)
Vacant Country Land/
Mixed Zone Land
with white clay deposits
-
11,493
3/1/2011
38
32
Lot 710
Block 4
(MLD)
Vacant Country Land with white
clay deposits
-
22,056
4/2/2014
41
33
Lot 794
Block 4
(MLD)
Vacant Country Land with white
clay deposits
Mixed Zone Land
-
19,304
12/7/2017
96
34
Lot 803
Block 4
(MLD)
Vacant Country Land with white
clay deposits
Mixed Zone Land
-
23,513
23/8/2016
116
35
Vacant Country Land white clay
Lot 3, 20,
deposits
21, 29, 30,
31, 32, & 33
Block 1,
Pangkalan
Ampat Land
District
(PALD)
-
347,961
31/12/2018
691
36
Lot 2 Block 1 Vacant Country Land with white
clay deposits
(PALD)
-
121,127
31/12/2018
70
37
Lot 4 Block 1 Vacant Country Land with white
clay deposits
(PALD)
-
40,632
31/12/2018
224
38
Country Land/Mixed zone Land
Lot 966 ,
4 storey intermediate shophouse
Block 31,
Kemena Land
Distrist(KLD)
13
182
28/12/2043
422
39
Lot 1681 ,
Block
31(KLD)
Country Land/Mixed zone Land
3 storey intermediate shophouse
14
111
21/1/2045
260
40
Lot 164,
Block 11,
Salak Land
Distrist
Country Land/Mixed zone land
with white
clay deposits suitable for
ceramics
28,213
12/2/2012
86
Country Land/Mixed Zone Land &
3 storeys building plus store
28
Lot 1814
Block 225
KNLD
29
Vacant Country Land/
Lot 339
Mixed Zone Land
Block 4
Matang Land with white clay deposits
District (MLD)
30
Lot 605
Block 4
(MLD)
31
-
45
No
Location
Description /Existing Use
Approximate
Age Of Building
(Year)
Land/Area
M2
Leasehold
Expiry
Date
NBV
RM ‘000
41
Bau Lease of
Crown Land
No 5822 of
1952
Vacant Country Land ball with
clay deposits
-
5,099
29/3/2037
17
42
Bau
Occupation
ticket No 73
Vacant Country Land ball with
clay deposits
-
46,540
31/12/2029
127
43
1 unit No
Condominium
D09-03, 9th
floor, Block D
Marina Court.
Kota Kinabalu
-
1,216
-
288
44
WP 12-08,
Condominium
12 th floor,
West Peak De
Summit
Lot 2855
Muara Tebas
Land District
-
1,812
-
448
45
HS(D) 43950 Industrial freehold Land,
to HS(D)
Factory/Office
43963 Lot
building, new office building
Nos 10807
To 10820
Mukim Rentau
District Of
Seremban
10
2
61,495
-
18,472
46
Land in China Industrial Land,
Zhujing
Factory/ Office building
Development
Area
Jinshan
Country,
Shanghai
5
230,932
5/11/2042
15,513
47
59 - 87
Vacant freehold Land
Ordish Road ,
Victoria,
Australia
-
189,600
2,814
48
19 Little
Street
Camden,
Australia
5
19,790
2,968
49
C-3-2 of
Muti - Storey shopoffice
block No C, 2
nd floor ,
Centrepoint
Business Park
, Mukim of
Damansara,P.J.
Selangor
1
1,287
230
Freehold Land with Office
Building & warehouse
Total
46
––––––––––
95,521
========
statistics on shareholdings
Authorised share capital
:
Issued and fully paid-up capital :
Class of shares
:
RM500,000,000
RM145,199,013
Ordinary Shares of RM1 each fully paid
Analysis of shareholdings as at 10 April, 2000
Size of shareholdings
Shareholders
%
Shareholdings
%
1 -
499
481
8.24
120,515
0.08
500 -
5,000
4,119
70.59
8,900,213
6.13
5,001 -
10,000
670
11.48
5,079,700
3.50
10,001 -
100,000
504
8.64
12,794,195
8.81
100,001 -1,000,000
45
0.77
12,497,000
8.61
More Than 1,000,001
16
––––––––––
5,835
========
0.28
––––––––––
100
========
105,807,390
––––––––––––––––––––
145,199,013
================
72.87
––––––––––
100.00
========
No. of Shares
%
Total
List of twenty largest shareholders as at May 13, 1999
No
Name
1.
Kim Hin (Malaysia) Sdn Bhd
2.
Amanah Raya Nominees (Tempatan) Sdn Bhd
62,254,025
42.87
6,362,000
4.38
(Kuala Lumpur Growth Fund)
3.
Huang Jay Chia-Yi
5,106,850
3.52
4.
Mayban Nominees (Tempatan) Sdn Bhd
4,583,000
2.98
(Mayban Trustees Berhad for Kuala Lumpur Regular Savings Fund)
5.
Permodalan Nasional Berhad
4,136,850
2.85
6.
Amanah Raya Nominees (Tempatan) Sdn Bhd
4,037,000
2.78
2,646,000
1.82
2,582,400
1.78
2,500,265
1.72
2,196,000
1.51
2,000,000
1.38
1,966,000
1.35
1,551,000
1.07
(Kuala Lumpur Savings Fund)
7.
Mayban Nominees (Tempatan) Sdn Bhd
(Mayban Trustees Berhad for Kuala Lumpur Balanced Fund)
8.
UOBM Nominees (Asing) Sdn Bhd
(United Overseas Bank Nominees (Pte) Ltd for
China Cruise Company Ltd)
9.
MIMB Nominees (Tempatan) Sendirian Berhad
(Malaysian International Merchant Bankers Berhad Investment Fund)
10.
Mayban Nominees (Tempatan) Sdn Bhd
(Mayban Trustees Berhad for Kuala Lumpur Industry Fund)
11.
Citicorp Nominees (Asing) Sdn Bhd
(CB GW Spore for Jacobson Associates SA)
12.
Mayban Nominees (Tempatan) Sdn Bhd
(Mayban Trustees Berhad for Kuala Lumpur Aggressive Growth Fund)
13.
Mayban Nominees (Tempatan) Sdn Bhd
(Mayban Trustees Berhad for Kuala Lumpur Ittikal Fund)
47
14.
Universal Trustee (Malaysia) Berhad
15.
Amanah Raya Nominees (Tempatan) Sdn Bhd
1,440,000
0.99
1,361,000
0.94
1,085,000
0.75
(Mayban Balanced Trusted Fund)
(Kuala Lumpur Index Fund)
16.
Universal Trustee (Malaysia) Berhad
17.
Lembaga Tabung Haji
881,000
0.61
18.
BSNCB Nominees (Tempatan) Sdn Bhd
816,000
0.56
(Utama SSSB Premier Fund)
(Pledged Sec. A/c for Permodalan Terengganu Berhad)
19.
Chua Ban Choon @ Chua Chui Kim
803,700
0.55
20.
Employees Provident Fund Board
719,800
0.50
No. of Shares
%
List of directors’ shareholdings as at 10 April, 2000
No. Name
1.
Chua Seng Huat
15,236
0.01
2.
John Chua Seng Chai
24,650
0.02
3.
Chua Yew Lin
17,400
0.01
4.
Pauline Getrude Chua Hui Lin
2,900
0.00
62,254,025
42.87
6,362,000
4.36
List of substantial shareholders
1.
Kim Hin (Malaysia) Sdn Bhd
2.
Amanah Raya Nominees (Tempatan) Sdn Bhd
(Kuala Lumpur Growth Fund)
3.
Huang Jay Chia-Yi
5,106,850
3.52
4.
Mayban Nominees (Tempatan) Sdn Bhd
4,583,000
2.98
4,136,850
2.85
(Mayban Trustees Berhad for Kuala Lumpur Regular Savings Fund)
5.
48
Permodalan Nasional Berhad
99
p r o d u c t
r a n g e
Texas
Mosaic
Lisboa
Bodrum
Persona
Toscano
This Page is Intentionally Left Blank
Secretary,
K i m H i n I n d u s t r y B e r h a d (18203-V)
4 1/2 Mile, Kung Phin Road, Off Penrissen Road,
P.O. Box 1842, 93736 Kuching, Sarawak.
Form of Proxy
I/We
of
being a member/members
of KIM HIN INDUSTRY BERHAD hereby appoint
of
or falling whom,
of
of
as my/our proxy to vote for me/us and on my/our behalf at the 27 Annual General Meeting to
held at Kim Hin Conference Room, 4 1/2 mile, Kung Phin Road, off Penrissen Road, 93250 Kuching,
Sarawak, on Thursday, 25 May 2000, at 2.00 p.m. and, at every adjournment thereof in the
manner indicated below:For
Against
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
(Please indicate with a cross (X) in the space provided whether you wish your votes to be cast for or
against the Resolution. In the absence of specific directions, your Proxy with vote or abstain as he/
she thinks fit)
As witness my hand this
day of
2000.
No. of shares held
_____________________________
_____________________________
Signature of Member(s)
NOTES:
1.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to
attend and vote in his stead. Where a holder appoints two or more proxies, he shall specify the proportions of his
shareholdings to be represented by each proxy.
2.
A proxy may but need not be a member of the Company.
3.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised
in writing or if such appointer is a corporation under its common seal or the hand of its attorney.
4.
All forms of Proxy must be deposited at the Registered Office of the Company situated at 41/2 Mile, Kung Phin
Road, off Penrissen Road, P.O. Box 1842, 93736 Kuching, Sarawak, not less than forty-eight hours before the time
set for holding the Meeting or any adjournment thereof.
Kim Hin Industry Berhad (18203-V)
4 1/2 Mile, Kung Phin Road,
Off Penrissen Road,
P.O. Box 1842,
93736 Kuching, Sarawak.