Annual Report 2010 Zhulian
Annual Report 2010 Zhulian
Annual Report 2010 Zhulian
towards one vision and one direction amongst its network of people and the strategic integration of its subsidiaries and associated company. With a solid foundation and synergistic network, ZCB is primed to move towards an achievement-filled growth and expansion.
Contents
01
04
Financial Highlights
02
03
Corporate Profile
14
Group Structure
15
Corporate Information
16 26
Board of Directors
17
Directors Profile
22
Operation Review
30
36 41 49
39
42
Directors Report
48
50
51
53
Balance Sheet
54
Income Statement
55 57
56
92
Statement by Directors
93
Statutory Declaration
94 97
96
List of Properties
103
105
107
001
FINANCIAL HIGHLIGHTS
YEAR ENDED 30 NOVEMBER
Performance (RM000) Revenue Profit Before Taxation Profit After Taxation and Minority Interest Attributable to: Equity holders of the Company Minority interest Key Balance Sheet Data (RM000) Shareholders Equity Total Assets Total Borrowings Financial Ratio Earnings Per Share ( EPS) (sen)* Net Dividends Per Share (sen) Net Assets Per Share (APS) (sen)* Gearing Ratio (%) 2007 220,546 74,348 58,927 2008 303,577 94,993 74,690 2009 315,275 102,704 82,057 2010 322,611 105,897 86,672
58,927
74,690
82,005 52
87,065 (393)
249,679 283,500
279,500 342,457
320,111 373,334
351,987 405,612
Revenue (RM000)
322,611 315,275 303,577 220,546
74,348
58,927
2007
2008
2009
2010
2007
2008
2009
2010
2007
2008
2009
2010
2007
2008
2009
2010
2007
2008
2009
2010
2007
2008
2009
2010
* EPS and APS were calculated based on weighted average number of ordinary share in issue of 435,228,000 for the financial year 2007 and 460,000,000 for the financial year 2008, 2009 and 2010.
002
Vision
"We aspire to become a respectful leading company for health and beauty products by gaining customers enthusiasm and trust through continuous improvement driven by innovation, teamwork and integrity."
Mission
We are dedicated to excel in resource management, product quality and customer service to ensure customers will continue to value our products, ZHULIAN members will build their businesses, employees will build their careers and shareholders will build their wealth. The following are seven guiding principles of our business practice: Being innovative in managing our brands and products to enhance our competitiveness. Being enthusiastic in serving our customers to our best. Being mindful to provide a conducive working and business environment for our people. Being respectful towards diversity in building a strong people network. Being passionate in developing entrepreneurial spirit among our people. Being hearty in contributing positively to our communities and our environment. Being visionary in building our financial solidity and maximising our shareholders return.
003
CORPORATE PROFILE
Our Company was incorporated in Malaysia on 2 January 1997 under the Companies Act, 1965 as a private limited company, namely ZHULIAN CORPORATION SDN BHD. (ZCB or the Company). Subsequently on 28 February of that same year, we were converted into a public limited company and assumed our present name. On the 27 April 2007, ZCB was officially listed on the Main Market of Bursa Malaysia Securities Berhad (Bursa Securities). ZCB is an investment holding company of ZHULIAN Group of Companies. Our core business is in Multi-level Marketing (MLM), with diversified interests in the manufacturing and trading of an array of widely diversified products and also printing business. The core activities of the subsidiaries and associated company are as follows:
Multi-level Marketing
ZHULIAN INDUSTRIES SDN. BHD. (304448-X) ZHULIAN JEWELLERY MANUFACTURING SDN. BHD. (183361-U) BEYOND PRODUCTS TECHNOLOGY SDN. BHD.
(386717-K)
Manufacturing of consumer products Manufacturing of costume / fine jewellery and accessories Manufacturing of home technology products Manufacturing of bedroom apparels and therapeutic products Manufacturing of personal care products Manufacturing of traditional products Printing of brochures, leaflets, catalogues, name cards and other related documents Trading of consumer products Direct marketing of costume jewellery and consumer products Direct marketing of costume jewellery and consumer products Direct marketing of costume jewellery and consumer products Direct marketing of costume jewellery and consumer products
ZHULIAN MANUFACTURING SDN. BHD. (392763-V) AMAZING VESTRAX SDN. BHD. (688963-U) ZHULIAN NUTRACEUTICAL SDN. BHD. (644402-D) ZHULIAN PRINTING INDUSTRIES SDN. BHD.
(216788-X)
MASTER SQUARE SDN. BHD. (389011-A) ZHULIAN MARKETING (M) SDN. BHD. (186058-T) ZHULIAN (SINGAPORE) PTE. LTD. (200105275R) PT. ZHULIAN INDONESIA ZHULIAN (THAILAND) LTD. [(3) 1207/2539]
Investment Holding
ZHULIAN MANAGEMENT SDN. BHD. (374415-M) ZHULIAN LABUAN LIMITED (LL07218) Provision of management services and investment holding Investment holding
Others
ZHULIAN DEVELOPMENT SDN. BHD. (321164-M) DIAMOND INSPIRATION SDN. BHD. (375186-D) ZHULIAN VENTURES SDN. BHD. (665168-A) ZHULIAN PROPERTIES SDN. BHD. (665167-D) SELAT NUSANTARA DEVELOPMENT SDN. BHD.
(665240-M)
Property development Operation of in-house cafeteria business Dormant Dormant Dormant Dormant Dormant
004
CHAIRMANS STATEMENT
ZCB steered through a challenging operating environment to emerge as an even more resilient company. With the building blocks for future growth set firmly in place, the Group today is in a stronger position to capitalise on the many opportunities in its role as the preferred integrated group of companies in the MLM industry
Dear Valued Shareholders, On behalf of the Board of Directors of ZHULIAN CORPORATION BERHAD (ZCB or the Company), it is my great pleasure to present the Annual Repor t and Audited Consolidated Financial Statements of ZCB and its subsidiaries (the Group) for the financial year ended 30 November 2010 (FY 2010).
005
FINANCIAL OVERVIEW
FY 2010 was the year in which ZCB steered through a challenging operating environment to emerge as an even more resilient company. While many market players adopted a cautious stance in the face of the uncertain economic climate, the Group continued to pursue a strategy of expansion and growth. In the year under review, the Company still managed to exhibit a continuing upward trend and recorded a growth of 2.33% in revenue to RM322.611 million for FY 2010 as compared to RM315.275 million for the last financial year ended 30 November 2009. Meanwhile, Profit Before Taxation increased 3.11% to RM105.897 million for the 2010 financial year, whilst Profit After Taxation for the financial year increased to RM86.672 million, a growth of 5.62% compared to RM82.057 million last financial year. The results were within expectations considering the much challenged economic situation where the prices of raw material that keep escalating had squeezed the margin of the Company. Nevertheless, the Company remains strong financially with net cash increased from RM125.084 million to RM131.547 million, which is equivalent
to 5.17%. With the building blocks for future growth set firmly in place, the Group today is in a stronger position to capitalise on the many opportunities in its role as the preferred integrated group of companies in the MLM industry which has proven to be steadfast in its promise to deliver its people the best infrastructure for further betterment and advancement.
CORPORATE DEVELOPMENT
Expanding Strategic Infrastructure With the aim to enhance business focus and expand infrastructure strategically, the Company made capital commitments of RM22.756 million at 30 November 2010, mainly to reconstruct the existing building. In furtherance to the expansion plan, ZCB is also in the process of acquiring a land held under PN 5876, Lot 12414, Mukim 12, Daerah Barat Daya Negeri Pulau Pinang. DEXASSETS SDN. BHD., a wholly owned subsidiary of the Company has entered into the said land sale and purchase agreement on 29 July 2010 with a purchase consideration of RM12 million. The land transfer has already been approved by the relevant authority on 22 November 2010.
DIVIDENDS
Adhering to Dividend Policy Taken together with the fourth interim dividends declared earlier in the year of 2011, the total dividend for the financial year ended 30 November 2010 amounts to 12 sen net per ordinary share of 50 sen each. The total net dividend payout of RM51.75 million will translate into a net dividend yield of 7% as at 30 November 2010. This dividend paid-out is in concurrence with the Groups policy of creating value for shareholders through a sustainable dividend policy, i.e. 60% of Profit After Tax. This is the 4th consecutive financial year that ZCB has declared dividends to shareholders since listing on the Main Market of Bursa Malaysia Securities Berhad in 2007.
BONUS ISSUE
Increasing Share Capital ZCB has successfully implemented the corporate proposal of bonus issue which was approved by the shareholders in the Extraordinary General Meeting held on 2 July 2010. The bonus issue of 115,000,000 new ordinary shares of 50 sen each in the Company on the basis of one new ordinary share for every three existing shares was held on 21 July 2010 as announced on 5 July 2010. The Bonus Shares were listed and quoted on 22 July 2010. As the result of this bonus issue, ZCBs issued and paid-up share capital has been enlarged from RM172.5 million to RM230 million.
006
CORPORATE GOVERNANCE
Cultivating a Corporate Culture of Ethics, Compliance and Transparency In its quest to be the leading player of the Multi-level Marketing industry, ZCB does not compromise on ethics which are eminent for any business practice to safeguard the best interest of the shareholders, stakeholders and employees as well as sustain continuous growth of the Group. The Board ensures sustainable value creation for all shareholders by maintaining the highest standards of corporate governance at every level of the organisation. The Groups Statement on Corporate Governance and the Statement on Internal Control spell out the stringent internal controls and policies that are in place to oversee the overall operation of the Group as to ensure continuous improvement in pursuit of the highest standards of ethics, compliance and transparency for the betterment of the whole Group.
INVESTOR RELATIONS
Continue to Reach for Investment Community The Group seeks to maintain and enhance good relations with its investment communities. The Company's interim and annual reports are supplemented by public announcements to the market on the Companys progress. All shareholders are invited to make use of the Company's Annual General Meeting to raise any questions regarding the management or performance of the Company. All investors also have access to up-to-date information on the Company via its website, w w w. z h u l i a n. c o m , w h i c h a l s o provides contact details for investor relations (IR) enquiries. The Group issues its results and other news releases promptly via www.shareinvestor.com.my, the appointed IR portal and publishes them on the IR section of the Group's website. Regular updates on news related to the Group and the status of development programmes are also included into the website. Shareholders and other interested parties can subscribe to receive these news updates via email by registering online on the website. While this IR work is ongoing, the Company will continue to put effort in ensuring effective communication with investment community, so that ultimately there will be a broad-based understanding of the opportunity for investing in ZCB.
007
In the year under review, the Group continued to undertake various corporate social responsibility initiatives that created value in the areas of the workplace, community, environment and marketplace. The details of the Groups efforts to ensure worker safety, enrich communities, create sustainable shareholders value and protect the environment can be found in the Corporate Responsibility section on pages 26 to 29 of this Annual Report.
steady real GDP growth of 4.0%, 6.2% and 4.5% respectively. In view of the initiative set in place by the Malaysian Government to transform the country into a developed and high-income nation by 2020 through Economic Transformation Programme (ETP) which was announced by the Prime Minister Datuk Seri Najib Abdul Razak in September 2010, the Group believes the economy will change for better. The Group is also optimistic about the Private Funding Initiatives (PFIs) and consumer spending projects under the Governments ETP in which tourism, wholesale, retail and distribution have been identified as National Key Economic Areas (NKEA), will further drive the domestic economy. Even though the Board of Directors are of the opinion that the Group will continue to experience a challenging period ahead for the next financial year and is also mindful that external factors such as a prolonged weakness in the global economy may impact upon the Groups development plans and overall performance, the Group will continue to implement the rationalisation of its operations by focussing on continuous improvements in the aspect of product quality, productivity, utilisation of resources and cost control. Barring unforeseen circumstances, the Board of Directors is reasonably confident that the prospects for the Group remain positive. The Group will continue to place emphasis on its consumable products business. In light of more new product line-up to be added into the existing product mix, ZCB envisages that demand for the Groups products, both local and overseas, at market will remain encouraging as it move forward into the new financial year.
APPRECIATION
On behalf of ZCBs Board of Directors, I wish to express my heartfelt appreciation to all the shareholders and stakeholders for their continuing support and unwavering confidence in the Group. I also wish to convey my sincere gratitude to the Malaysian Government, regulatory authorities as well as our business associates, suppliers and bankers for their steadfast support and the kind cooperation extended to the Group. We would not be where we are today without the hard work and sacrifices of our loyal Distributors, also our distinguished leaders, committed authorised agents and dedicated employees. Our utmost gratitude to our Distributors especially our leaders for the diligence and dynamism they have demonstrated amidst the challenges of a highly competitive operating environment in MLM industry. I also wish to convey my deep appreciation to other members of the Board and our senior management team for their visionary foresight, strong leadership and prudent insights which helped us to sail through FY 2010 smoothly. We shall face the challenges and capitalise on the opportunities that may present before us in 2011 and I am confident that all of the Group will accelerate forward by building upon the good momentum already in place.
On Behalf of the Board ZHULIAN CORPORATION BERHAD Haji Wan Mansoor Bin Wan Omar Chairman, Independent Non-Executive Director
008
PENYATA PENGERUSI
ZCB telah melalui persekitaran pengoperasian yang mencabar untuk muncul sebagai sebuah syarikat yang lebih teguh... Dengan blok binaan yang telah dibentangkan untuk pertumbuhan masa depan, Kumpulan pada hari ini berada pada satu kedudukan yang lebih kukuh untuk memanfaatkan pelbagai peluang, di dalam peranannya sebagai sebuah kumpulan syarikat bersepadu terpilih di dalam industri MLM.
Para Pemegang Saham Yang Dihargai, Bagi pihak Lembaga Pengarah ZHULIAN CORPORATION BERHAD (ZCB atau Syarikat), saya dengan sukacitanya membentangkan Laporan Ta h u n a n d a n Pe n y a t a Kewangan Disatukan Yang Diaudit bagi ZCB dan subsidiarinya (Kumpulan) untuk tahun kewangan yang berakhir pada 30 November 2010 (FY 2010).
009
TINJAUAN KEWANGAN
Tahun kewangan 2010 adalah tahun di mana ZCB telah melalui persekitaran pengoperasian yang mencabar untuk muncul sebagai sebuah syarikat yang lebih teguh. Sementara kebanyakan peneraju pasaran mengambil langkah berjaga-jaga menghadapi suasana ekonomi yang tidak menentu, Kumpulan tetap meneruskan strategi perkembangan dan pertumbuhan. Semasa tahun dalam tinjauan, Syarikat masih berupaya mempamerkan trend yang terus meningkat dan merekodkan pertumbuhan sebanyak 2.33% bagi perolehan kepada RM322.611 juta bagi FY 2010 berbanding RM315.275 juta bagi t a h u n ke w a n g a n l e p a s y a n g berakhir 30 November 2009. Sementara itu, Keuntungan Sebelum Cukai meningkat 3.11% kepada RM105.897 juta bagi tahun kewangan 2010, manakala Keuntungan Selepas Cukai bagi tahun kewangan tersebut meningkat kepada RM86.672 juta, iaitu pertumbuhan 5.62% berbanding RM82.057 juta tahun sebelumnya. Keputusan ini adalah dalam jangkaan memandangkan situasi ekonomi yang semakin mencabar di mana harga bahan mentah yang semakin meningkat telah menekan margin Syarikat. Namun begitu, kewangan Syarikat kekal kukuh dengan tunai
bersih meningkat daripada RM125.084 juta kepada RM131.547 juta, iaitu bersamaan 5.17%. Dengan blok binaan yang telah dibentangkan untuk pertumbuhan masa depan, Kumpulan pada hari ini berada pada satu kedudukan yang lebih kukuh untuk memanfaatkan pelbagai peluang, di dalam peranannya sebagai sebuah kumpulan syarikat bersepadu terpilih di dalam industri MLM yang telah terbukti teguh memegang janjinya untuk memberikan kepada orangorangnya prasarana terbaik demi penambahbaikan dan kemajuan di masa depan.
Keuntungan Selepas Cukai. Tahun ini adalah tahun kewangan ke-4 berturutturut di mana ZCB mengisytiharkan dividen kepada para pemegang saham semenjak penyenaraiannya di Papan Utama Bursa Malaysia Securities Berhad pada tahun 2007.
PEMBANGUNAN KORPORAT
Memperluaskan Infrastruktur Strategik Berbekalkan matlamat untuk memantapkan fokus perniagaan dan mengembangkan infrastrukturnya secara strategik, Syarikat membuat komitmen modal berjumlah RM22.756 juta pada 30 November 2010, di mana sebahagian besarnya adalah untuk membina semula bangunan sedia ada. Lanjutan daripada pelan perluasan tersebut, ZCB juga di dalam proses pengambilan tanah di PN 5876, Lot 12414, Mukim 12, Daerah Barat Daya Negeri Pulau Pinang. DEXASSETS SDN. BHD. , sebuah subsidiari milik penuh Syarikat telah memasuki perjanjian jual-beli pada 29 Julai 2010 dengan pertimbangan beli tanah bernilai RM12 juta. Pindahmilik tanah telah pun diluluskan oleh pihak berkuasa berkenaan pada 22 November 2010.
DIVIDEN
Berpegang Teguh kepada Polisi Dividen Dikira bersama dividen interim keempat yang diisytiharkan di awal tahun 2011, jumlah dividen untuk tahun kewangan berakhir 30 November 2010 berjumlah 12 sen bersih sesaham biasa 50 sen setiap satu. Jumlah dividen bersih terbayar sebanyak RM51.75 juta akan diterjemahkan ke dalam hasil dividen bersih 7% pada 30 November 2010. Pembayaran dividen ini adalah selaras dengan polisi Kumpulan untuk mencipta nilai buat para pemegang saham melalui polisi dividen yang boleh dikekalkan iaitu 60% daripada
TERBITAN BONUS
Meningkatkan Model Saham ZCB dengan jayanya telah melaksanakan cadangan korporat bagi terbitan bonus yang diluluskan oleh pemegang saham dalam Mesyuarat Agung Luar Biasa pada 2 Julai 2010. Terbitan bonus 115,000,000 saham biasa baru 50 sen setiap satu di dalam Syarikat berdasarkan satu saham biasa baru bagi setiap tiga saham sedia ada telah dilaksanakan pada 21 Julai 2010 seperti yang diumumkan pada 5 Julai 2010. Saham Bonus telah disenaraikan dan disebut harga pada 22 Julai 2010. Dengan terbitan bonus sedemikian, modal saham terbitan dan berbayar ZCB telah meningkat daripada RM172.5 juta kepada RM230 juta.
010
PERHUBUNGAN PELABUR
Terus Mencapai kepada Masyarakat Pelabur Kumpulan berusaha mengekalkan dan meningkatkan hubungan baik dengan masyarakat pelabur. Interim dan laporan tahunan Syarikat disokong oleh pengumuman awam kepada pasaran berkenaan perkembangan Syarikat. Semua pemegang saham dipelawa menggunakan Mesyuarat Agung Tahunan Syarikat untuk membangkitkan soalan berkenaan pengurusan atau prestasi Syarikat. Semua pelabur mendapat akses kepada maklumat terkini Syarikat melalui laman webnya w w w. z h u l i a n. c o m , y a n g t u r u t memberikan butiran untuk berhubung bagi pertanyaan perhubungan pelabur. Kumpulan juga menerbitkan keputusan dan siaran berita lainnya dengan segera melalui www.shareinvestor.com.my, iaitu portal Perhubungan Pelabur (Investor Relation-IR) terlantik dan menerbitkannya pada bahagian Hubungan Pelabur di laman web Kumpulan. Kemaskini berkala beritaberita berkaitan Kumpulan dan status program perkembangan turut disertakan di dalam laman web ini. Para pemegang saham dan pihakpihak yang berminat boleh melanggan untuk menerima beritaberita terkini ini melalui email dengan mendaftar secara online di laman web. Oleh kerana kerja-kerja IR adalah secara berterusan, Syarikat akan terus berusaha memastikan komunikasi yang berkesan dengan masyarakat pelabur, agar akhirnya dapat mewujudkan pemahaman yang meluas berkenaan peluang pelaburan di ZCB.
011
mencipta nilai terhadap aspek tempat kerja, masyarakat, alam persekitaran dan pasaran. Butiran usaha-usaha Kumpulan dalam memastikan keselamatan para pekerja, m e m p e r ka y a ka n m a s y a r a ka t , mewujudkan nilai berkekalan buat p e m e g a n g ke p e n t i n g a n d a n melindungi alam sekitar boleh didapati di bahagian Tanggungjawab Sosial Korporat (Corporate Social Responsibility) di muka surat 26 ke 29 di dalam Laporan Tahunan ini.
yang dirangka oleh Kerajaan Malaysia untuk merubah negara kita kepada sebuah negara yang maju dan berpendapatan tinggi menjelang t a h u n 2 0 2 0 m e l a l u i Pr o g r a m Transformasi Ekonomi (ETP) yang diumumkan oleh Perdana Menteri Datuk Seri Najib Abdul Razak pada September 2010, Kumpulan yakin ekonomi akan berubah menjadi lebih baik. Kumpulan juga memandang optimis terhadap Inisiatif Pembiayaan Swasta (PFI) dan projek perbelanjaan pengguna di bawah ETP Kerajaan di mana pelancongan, perniagaan borong, perniagaan runcit dan pengedaran telah dikenalpasti sebagai Aktiviti Ekonomi Utama Nasional (NKEA), akan terus memacu ekonomi dalam negara. Walaupun Lembaga Pengarah berpendapat bahawa Kumpulan akan terus melalui tempoh yang mencabar di masa depan untuk tahun kewangan berikutnya, di samping turut memikirkan faktorfaktor luaran seperti kelemahan berpanjangan di dalam ekonomi global berkemungkinan membawa impak ke atas pelan pembangunan dan prestasi keseluruhan Kumpulan, namun Syarikat akan terus melaksanakan pendekatan yang rasional dalam pengoperasiannya dengan menumpukan kepada penambahbaikan berterusan dari aspek kualiti produk, produktiviti, penggunaan sumber serta kawalan kos. Selain daripada keadaan yang tidak dapat dijangkakan, Lembaga Pengarah berkeyakinan sesungguhnya prospek Kumpulan kekal positif. Kumpulan akan terus meletakkan penekanan terhadap perniagaan produk gunapakai (consumeable) . Memandangkan lebih banyak barisan produk akan ditambahkan kepada campuran produk sedia ada, ZCB menjangkakan permintaan untuk produk Kumpulan di dalam dan luar negara, akan kekal menggalakkan sementara ia menuju ke tahun kewangan yang baru.
PENGHARGAAN
Bagi pihak Lembaga Pengarah ZCB , saya ingin mengucapkan setinggi-tinggi penghargaan kepada semua pemegang saham dan pemegang kepentingan di atas sokongan berterusan dan keyakinan yang tidak pernah luntur terhadap Kumpulan. Saya juga ingin menyampaikan terima kasih tidak terhingga kepada Kerajaan Malaysia, pihak berkuasa serta rakan sekutu, pembekal dan bank-bank di atas sokongan padu serta kerjasama yang diberikan kepada Kumpulan. Kita tidak akan sampai ke tahap hari ini tanpa usaha keras dan pengorbanan para Pengedar yang setia, para Pemimpin yang dihormati, para ejen bertauliah yang beriltizam dan para pekerja yang berdedikasi. Penghargaan tertinggi buat para Pengedar terutamanya para Pemimpin kerana keazaman dan kedinamikan yang telah dipamerkan di kala menghadapi persekitaran operasi yang serba mencabar di dalam industri MLM. Saya juga ingin menyampaikan penghargaan ikhlas buat ahli-ahli Lembaga dan barisan pengurusan kanan kita kerana wawasan jauh, kepimpinan teguh dan pengertian mendalam yang membantu kita melayari FY 2010 dengan lancar sekali. Kita akan hadapi cabaran dan memanfaatkan setiap peluang yang wujud di hadapan kita di tahun 2011, dan saya yakin Kumpulan akan terus mara ke depan dengan momentum hebat yang telah dicetuskan. Bagi pihak Lembaga Pengarah ZHULIAN CORPORATION BERHAD HAJI WAN MANSOOR BIN WAN OMAR Pengerusi, Pengarah Bebas Bukan Eksekutif
014
GROUP STRUCTURE
THE SYNERGY OF INTEGRATION
ZCB is a well-integrated company dealing with a myriad of interrelated businesses that complement each other. We have expertise and capacity of conducting our own R&D to develop and manufacture a wide variety of products at our own manufacturing facilities and distributing them to the markets through Multi-level Marketing channel.
ZHULIAN INDUSTRIES SDN. BHD. (ZISB) ZHULIAN JEWELLERY MANUFACTURING SDN. BHD. (ZJMSB) BEYOND PRODUCTS TECHNOLOGY SDN. BHD. (BPTSB) ZHULIAN MANUFACTURING SDN. BHD. (ZMFSB) AMAZING VESTRAX SDN. BHD. (AVSB) ZHULIAN NUTRACEUTICAL SDN. BHD. (ZNSB) ZHULIAN PRINTING INDUSTRIES SDN. BHD. (ZPISB) MASTER SQUARE SDN. BHD. (MSSB) ZHULIAN MARKETING (M) SDN. BHD. (ZMMSB) ZHULIAN MANAGEMENT SDN. BHD. (ZMSB) ZHULIAN DEVELOPMENT SDN. BHD. (ZDSB) DEXASSETS SDN. BHD. (DSB) DIAMOND INSPIRATION SDN. BHD. (DISB) ZHULIAN VENTURES SDN. BHD. (ZVSB) ZHULIAN PROPERTIES SDN. BHD. (ZPSB) SELAT NUSANTARA DEVELOPMENT SDN. BHD. (SNDSB) ZHULIAN LABUAN LIMITED (ZL)
100%
100%
100%
100%
100%
100%
100%
49%
ZHULIAN (THAILAND) LTD. (ZTH) PT. ZHULIAN INDONESIA (PTZI) ZHULIAN (SINGAPORE) PTE. LTD. (ZSG) ZHULIAN CONSTRUCTION SDN. BHD. (ZCSB)
100%
60%
100%
100%
100%
62%
100%
100%
100%
100%
100%
80%
015
CORPORATE INFORMATION
BOARD OF DIRECTORS
Haji Wan Mansoor Bin Wan Omar (Independent Non-Executive Chairman) Teoh Beng Seng (Group President and Chief Executive Officer) Teoh Meng Keat (Group Managing Director) Khoo Teng It (Executive Director) Teoh Meng Lee (Executive Director) Teoh Meng Soon (Executive Director) Diong Chin Teck (Senior Independent Non-Executive Director) Tan Lip Gay (Independent Non-Executive Director)
COMPANY SECRETARY
Lam Voon Kean (MIA 4793)
AUDITORS
Messrs KPMG Chartered Accountants 1st Floor, Wisma Penang Garden 42, Jalan Sultan Ahmad Shah 10050 Pulau Pinang Telephone No.: 04-2272288 Fax No.: 04-2271888
REGISTERED OFFICE
Suite 2-1, 2nd Floor Menara Penang Garden 42-A, Jalan Sultan Ahmad Shah 10050 Pulau Pinang Telephone No.: 04-2294390 Fax No.: 04-2265860
SHARE REGISTRAR
Agriteum Share Registration Services Sdn Bhd 2nd Floor, Wisma Penang Garden 42, Jalan Sultan Ahmad Shah 10050 Pulau Pinang Telephone No.: 04-2282321 Fax No.: 04-2272391
AUDIT COMMITTEE
Diong Chin Teck (Chairman) Haji Wan Mansoor Bin Wan Omar Tan Lip Gay
NOMINATING COMMITTEE
Tan Lip Gay (Chairman) Haji Wan Mansoor Bin Wan Omar Diong Chin Teck
PRINCIPAL BANKERS
CIMB Bank Berhad United Overseas Bank (Malaysia) Bhd
WEBSITES:
http://www.zhulian.com http://www.zhulian.com.my
016
BOARD OF DIRECTORS
BUILDING A CULTURE OF INTEGRITY AND TRANSPARENCY
We must say the right things, do the right things timely and give others the means to judge for themselves. We are committed to build reputations that will serve us well in the market competition and the creation of value.
017
DIRECTORS PROFILE
Haji Wan Mansoor Bin Wan Omar
Independent Non-Executive Chairman Haji Wan Mansoor Bin Wan Omar, a Malaysian aged 62, was appointed to our Board as an Independent NonExecutive Chairman on 30 October 2006. An economics graduate from the University of Malaya, he had begun his illustrious career with the Malaysian Administrative and Diplomatic Service serving various positions in various departments and ministries including public services department, Malaysian student departments in Washington D.C. and the Implementation Coordination Unit and Economic Planning Unit in the Prime Ministers Department. He has 33 years of experience in public service. In his last posting, he was appointed the Director of Consumer Affairs in the Ministry of Domestic Trade and Consumer Affairs. Over the years, he has actively participated in many seminars and training courses both locally and overseas, including a Master of Business and Public Administration course at the Southeastern University in Washington D.C. in 1983; a Certificate in Industrial Cooperation and Small and Medium Industries organised by the Ministry of Science and Technology Korea in 1985, a Seminar by the Overseas Economics Cooperation Fund Japan in 1986 and the RVB Executive Programme in Management, Netherland Specialisation on Small Entrepreneurship Promotion and Industrial Assistance in 1988. An active contributor to the local industries, he is currently the Vice President of the Malaysian Association of Standard Users, the Chief Liaison Officer of the Malaysian Islamic Chamber of Commerce, an honorary Secretary General to the Malaysian Chamber of Rural Industry Entrepreneurs and a Secretary General to the DUID (Dewan Usahawan Industri Desa) Cooperative Malaysia. Haji Wan Mansoor Bin Wan Omar has attended all Board Meetings held during the financial year ended 30 November 2010 since his appointment to the Board of Directors of ZHULIAN CORPORATION BERHAD. Haji Wan Mansoor Bin Wan Omar does not have any family relationship with any other directors of the Group. He has had no conflict of interest with the Company and no conviction for offences within the past ten (10) years.
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Khoo Teng It
Executive Director Khoo Teng It, a Malaysian aged 48, was appointed to our Board on 29 April 2006 as an Executive Director. He is also the Executive Director of ZHULIAN INDUSTRIES SDN. BHD. and MASTER SQUARE SDN. BHD. He is responsible for implementing and overseeing our Product Development activities. The division had successfully introduced a wide selection of innovative products for our direct selling and manufacturing operations. He is also involved in ongoing human resources development programme particularly in recruitment, training, skills development and human resources advancement. He has brought with him vast experience gained from his many years of close involvement in IT-related industries dealing in both the software and hardware fields. His exposure to the information technology industry includes consulting, installation, maintenance and support as well as application software used in personal computers, servers and embedded systems. Khoo Teng It has attended all Board Meetings held during the financial year ended 30 November 2010. Khoo Teng It does not have any family relationship with any other directors of the Company. He has had no conflict of interest with the Company and no conviction for offences within the past ten (10) years.
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OPERATION REVIEW
Its years of experience enable the Group to overcome the obstacles and the evolving pace of its consolidated businesses, at the same time creates new opportunities to support long-term growth. The Groups effort to restructure and consolidate the expertise of its many different subsidiaries continues to bear fruit. Aside from enhancing its business focus and ensuring the best use of its resources, the integration has allowed the Group to operate more smoothly and quickly. Moreover, through integration, the Group has been able to enjoy better margins and cost efficiencies to provide better value to its shareholders, Distributors and customers. This FY 2010 saw an overall satisfactory performance in both Multi-level Marketing and Manufacturing business divisions considering the softer regional economy. A substantial increase of over 15% in export demand helped offset the decline in local demand.
Improving the Infrastructure for Future Growth As to advance forward, the Group has taken the initiative to revamp its International Headquarters building since November 2009 and the construction process has been completed in early 2011. The newly revamped building with more sophisticated infrastructures will serve as a new brand identity and hallmark of success for the Group one that serves to convey its dynamism and strong momentum to accelerate towards new heights of success. The new 3-storey building has a 2,000-pax auditorium as the venue to hold a variety of events for Distributors; also a new manufacturing plant for bedding product range, a big warehouse for storing finished goods and a spacious cafeteria for visiting Distributors. The international operation centre for the MLM business segment has already been shifted back to the modern, extensively refurbished office in the newly revamped building.
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and hard work. Among which were 1- ZHULIAN Alliance Seminar (Seminar Gagasan 1 ZHULIAN) and 2010 Royal Appreciation Gathering that aimed to promote closer interactions between the MLM elite Leaders and the Management to propel the ZHULIAN Golden Business to a higher level.
Strategic Marketing Campaigns Creates Positive Impacts ZHULIAN (THAILAND) LTD . , the associated company of ZHULIAN CORPORATION BERHAD had also made a significant step forward in its histor y and opened its mega auditorium in the premises adjacent to its regional office building in October 2010 af ter almost 2 years of construction. The state-of-the-art 2storey building houses a 6000-pax seating capacity convention centre that is fully equipped with sophisticated sound and multi-media systems, a broad stage and other technical facilities. The beautifully designed lobby has a stylish escalator and stairs led to the foyer of the convention centre. The new building also consists of a cosy 1000-seater cafeteria and a marketing office. Training Seminars, Conventions and Loyalty Programmes for Distributors With the objective to infuse its Distributors with up-to-date product knowledge and MLM business knowhow as well as develop their leadership potential, a variety of training programmes were designed, scheduled and conducted at various locations across the regions. The top achievers and newly promoted Distributors were also given due recognitions during the Day of Honour which is a regional convention and Night of Honour - the national convention. Meanwhile, in its commitment to deliver the best to Distributors, the Group has designed a series of unique Loyalty Programme as part of its effort to reward the deserving Distributors in recognition of their support, loyalty The Groups MLM division took a more aggressive step to boost its seasonal demands during the year under review by launching the Riang Ria Raya Promotion and the 2010 ZHULIAN Tour Incentive Tour Campaign with destinations to Umrah & Ziarah / Shanghai, China. Apart from these campaigns, the Diamond International Forum 2011 to Dubai, UAE which required the Distributors to meet certain qualifications during the year under review was also one of the major stimuli to sales.
A More Rewarding Business Plan ZHULIANs MLM business model provides a unique competitive advantage for ZCB. As announced at the year end of 2010, the latest amendments on the marketing plan which was set to be launched in early 2011 cover the following 4 areas: First, motivating the distributors; second, improving the Groups competitiveness; third, instil higher ethical value and fourth, improving our overall business effectiveness. With all loyal and dedicated Distributors coming together as one to consolidate their wealth of experience and expertise, ZCB is certainly a force to be reckoned with.
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Manufacturing
Innovation Shapes Competitive Landscape As a manufacturer, ZHULIAN is up at the top of its sector. In line with its origins, it is the leading gold plated jewellery manufacturer in the region. Today, the Group owns three manufacturing plants in Bayan Lepas Industrial Estate, Penang. One of which is used as the manufacturing plants for jewellery products and home technology products. The newest of which commenced operations to produce food & beverage and nutritional supplement products in 2008 and obtained the GMP certification for food safety and hygiene in 2009. Another plant catered for bedding products will be housed in the newly revamped ZHULIAN International Headquarters. Approximately 83% of its products are manufactured in these facilities, which also have in-house R&D and quality control departments. The main contributor of the Groups total revenue is still the food & beverage and nutritional supplement category which command 42% of the MLM division sales figure. Meanwhile, the export business of the Group constitutes up to 52% of the revenue. As the Groups export business to Thailand, Indonesia and Singapore is transacted in US dollars, a
strengthening Ringgit does not bode well for the Group as the Groups US dollar-denominated income from overseas market will be less in Ringgit terms. The export performance could have been better if not for the weakened US dollar, which has eroded the Groups profit from export business.
better. The 2nd generation CONTIAGO bedding product range which is developed and manufactured by one o f i t s s u b s i d i a r y, Z H U L I A N MANUFACTURING SDN. BHD. has won the 6th Asia Pacific Super Excellent Brand 2010 for "Excellence in Best Quality Products", this has once again proven that its endeavours in R&D and innovation has borne fruits. The Group realises that innovation requires focus and meticulous planning and research as well as speed-tomarket - the ability to bring products quickly to market to compete. Therefore, the Group is in the process of stream-lining the R&D procedures and systems as to increase the efficiency and effectiveness of this important aspect.
Enhancing Speed-to-Market Ongoing product innovation will continue to drive the food & beverage, nutritional supplement and home technology product markets in the long term to cater for the everchanging needs of consumers. With the aim to close the gap of innovation, ZCB is set to continuously reinventing itself in order to produce innovative products which are fundamentally
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New Product Line-Up to Boost Future Sales Currently, the food manufacturing division of ZCB , namely ZHULIAN INDUSTRIES SDN. BHD. (ZISB) , is bringing consumers a wide range of the finest and most sought after food & beverage products and dietary supplements. As its line-up of quality nutritional supplements continually expands, the Group adopts innovative applications to explore the goodness and nutrition of traditional herbs. After years of painstaking research and development, the new traditional herb supplement range will soon enter the market in the next financial year.
The product range in tablet and capsule form will be manufactured at the Groups own production facility which complies with Good Manufacturing Practices (GMP) standards in every phase of production processes including blending, encapsulation, filling, labelling, product traceability, incoming raw materials inspection, and storage and shipping. Besides the traditional herb supplements, in the year under review, one of the ZCBs subsidiaries, BEYOND PRODUCTS TECHNOLOGY SDN. BHD. has completed its R&D process on another two new products i . e . B E Y O N D FO O D J U N C T I O N DETOXIFYING UNIT and upgraded
BEYOND MICROPLASMA AIR PURIFIER. Both of the products have been scheduled to enter the market in the 1st quarter of FY 2011. Next to be rolled out will be the imported kitchenware products which will be produced on OEM basis. The new launches are expected to be able to stimulate new demands for the next Financial Year. To enhance the Groups manufacturing capability, ZCB will continue to focus on the areas of business that the Group is good at by improving control of the production environment and squeezing better margins without sacrificing quality, speed of delivery and safety. The Group will continue to pursue a strategy of diversified product mix that brings repeat sales and recurring income. As such, the Group will continue to invest in R&D to seek continual improvement on quality and productivity. ZCBs strength as a well-integrated Group of Companies and one of the leading MLM business players affords it greater exposure to a wider spread of business segments and the Group expect to benefit from being able to undertake more activities throughout the value chain.
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MARKETPLACE
Creating Market Value through Ethical Business Practice The issues of business ethics has all along been a challenge to the MLM industry as there are culprits using unscrupulous tactics to confuse the public and these have resulted in negative perception of the public towards MLM business. In tackling such issues, the Group has established strict measures to ensure its business operations is in total compliance to all the provisions of the Direct Sales Act 1993 and also to the DSAMs (Direct Selling Association of Malaysias) Code of Conduct. For instance, the Group has set in place clear procedures and codes of conduct as stipulated in ZHULIAN Golden Business Guide to promote healthy business practice. Distributors are also reminded repeatedly about the importance of ethical business practice as the key of success during seminars and training sessions as well as through publications and website. Our people are encouraged to build business on integrity and trust even in a highly competitive market environment. Meanwhile, to streamline the operation of the Groups authorised agencies, clear guidelines have been established internally with the regularly updated Agency Manual.
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ENVIRONMENT
Addressing the Importance of Protecting the Nature As a Group of Companies that promotes sound environmental practices in order to safeguard our natural resources, the Group ensures that all its production process are run in proper systems that are able to minimise or eliminate hazardous effluent to the environment. Towards this end, the Group has in place environmental-friendly wastewater treatment systems to treat the byproducts of all the manufacturing process being carried out within the Groups premises. On top of that, the Group also has in place a proper waste disposal system for its other waste products and scraps.
In the objective to ensure the highest quality standards of its products in ensuring customers satisfaction, the Groups food manufacturing division has also adopted the Good Manufacturing Practice (GMP) standard and ISO 9001-2008 quality management system as to ensure only the best is delivered to the market. The Company also recognises the importance of good corporate governance in ensuring the Group will continue to advance into greater height, also to safeguard and enhance the value of shareholders' investment. To put it into practice, the Company is doing every way it can to keep its investors, potential investors, shareholders and stakeholders updated on the material information through multiple communication channels through announcements, circulars and periodical press releases that published in the website of Bursa Malaysia Securities Berhad and its own corporate website, www.zhulian.com. On top of that, the Company also organises Annual General Meetings, normally in the 2nd quarter of the year and encourages the shareholders to attend in order to gain better understandings about the current position and future direction of the Company.
With the aim to achieve the ideals of cleaner environment and make the home a healthier place to live in, the Group also conducts R&D continuously in order to find solutions to the problems affecting the eco -system. By employing the most advanced technology and expertise, the Group had successfully developed and will continue to develop revolutionary products that are environmentalfriendly and able to curb environmental hazards such as water, air and food pollution. These products includes the best selling water purifier namely BEYOND WATER BIO-ACTIVE REFORMING SYSTEM that filters, purifies, activates and magnifies the water we drink, the ozone generating food detoxifying device called BEYOND FOOD JUNCTION DETOXIFYING UNIT that helps to eliminate contaminants on the food we eat and BEYOND MICROPLASMA AIR PURIFIER that is specially designed to help remove indoor contaminants and pollutants from the air we breathe in an enclosed environment, such as home, office, etc.
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WORKPLACE
Creating a Conducive Working Environment ZCBs core busines - MLM is a peoples business where people are the most valuable asset that make up to the success of the Group. Providing a safe and healthy working environment for all of our employees and Distributors within our premises is a basic responsibility to us and is fundamental to the success of our business. This belief is part of our culture and is embedded within the Group of companies. Besides, all the people in the Group are driven by the common desire to build successes and help people attain a better life. The Group strives to achieve dynamic growth and common objectives based on participation, initiative and drive.
Hence, ZCB is committed to create an avenue that is conducive to foster the entrepreneurial spirit of the people who share the Companys vision as well as strengthen their knowledge and skill in the business as the key driver to network expansion and business growth. The Group always finds way to understand the needs of our Distributors through dialogues and meetings with the Leaders of the MLM network and strives to offer its best in ensuring their needs are fulfilled and their goals are achieved. The Group encourages interactions at all levels as a way to foster better understandings about the companys directions and goals. The extension project of the Groups Plot 41 Headquarters building has been completed in early 2011. The reason for this reconstruction has been to expand operations, create the best of
working-places as well as enhance the brand and our core values. The new facilities are also intended to support the Groups expanding MLM business operations which include a spacious auditorium with the most advanced sound and lighting systems to host its MLM activities. The interior of the building is designed to be modern, functional, comfortable and safe to promote interactions between the Company and the agencies as well as the Distributors through a multitude of assemblies or gatherings to be held in the new auditorium. As for the manufacturing facilities, appropriate measures are taken to address the health and safety issues. The Company also provides the employees with necessary gears and equipments to ensure they are wellprotected against any workplace hazards.
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COMMUNITY
From the Society, to the Society Since its inception 21 years ago, the ZHULIAN Group of Companies has strive to carry out its mission in Cultivating a healthy and wealthy nation by providing products and services that improve people's lives in t e r m s o f b e a u t y, h e a l t h a n d convenience as well as nurturing distributors' success, both materially and spiritually. We provide success opportunities to all the people who dare to dream big through our business model. The aspiration to provide our community with the best in quality and health benefits through our products is what pushes us to move ahead. We take pride to see the transformation of the people who succeed in life through our business as well as those who enjoyed better health after using our products. To ZHULIAN, what we do is more than a business, it is a mean for helping people to grow and live a better life.
The Group also offers its helps to the needy and underprivileged group of people by participating in charitable activities such as fund raising programmes. Throughout the year under review, The Group has made contributions either in cash or in kind to charitable bodies such as The Penang Home of the Infirm and Aged, Charis Hospice, Mount Miriam Cancer Hospital, Womens Centre for Change and Malaysian Red Crescent Society (Penang Branch).
Knowing that education is one of the keys to socioeconomic development, we encourage our Distributors to learn in every way they can through the seminars and training workshops organised by the Company with the objective to enhance their entrepreneurial skill and professionalism in the field of MLM business. The Group has also set up ZHULIAN Education Trust Fund since 2007 to encourage the Distributor s Kins to excel academically.
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Statement of Principles
The following statement sets out how the Company has applied the Principles of Corporate Governance in Part 1 of the Code. The Principles are dealt with under the headings of: A. B. C. D. Board of Directors; Directors Remuneration; Shareholders; and Accountability and Audit.
A. Board Of Directors
Board Responsibilities
The Board acknowledges responsibility for providing stewardship of the Company and its subsidiaries (the Groups) business and affairs on behalf of the shareholders with a view of enhancing long term shareholder value. The Boards principal focus is on the overall strategic direction, development and control of the Group. Hence, the Board has established ZHULIANs vision and mission and is responsible for setting the strategic direction of the Group, establishing goals for the Management, monitoring the achievement of these goals and reviewing the Groups internal controls and reporting procedures.
Meetings
The Board convenes a meeting at quarterly intervals, or whenever necessitated by matters of urgency. During the financial year ended 30 November 2010, the Board met on four (4) occasions, where it discussed various matters including the Groups financial results, investment decisions, operation planning and the overall direction of the Group. The agenda for each Board meeting and documents containing the relevant information are prepared for the Board in advance of each meeting. All proceedings from Board meetings are recorded and the minutes thereof signed by the Chairman of the meeting. Details of Directors attendance at meetings of the Board, during the financial year ended 30 November 2010 are as follows:
Directors
Executive Directors Mr Teoh Beng Seng (Group President and Chief Executive Officer) Mr Teoh Meng Keat (Group Managing Director) Mr Khoo Teng It Mr Teoh Meng Soon Mr Teoh Meng Lee Independent Non-Executive Directors Tuan Haji Wan Mansoor bin Wan Omar (Chairman) Mr Diong Chin Teck Mr Tan Lip Gay
Attendance
031
Board Committees
The Board has delegated appropriate responsibilities to Board Committees, namely Audit Committee, Nominating Committee and Remuneration Committee, in order to enhance business and operational efficiency and efficacy. Terms of references have been established for all Board Committees and the Board receives reports of their proceedings and deliberations. The Chairmen of the Committees report to the Board the outcome of the Committee meetings and such reports are incorporated in the minutes of the full Board meeting. The Chairman of the Audit Committee is the member of the Malaysian Institute of Accountants and Institute of Chartered Accountants in Australia. The Committee members are able to read, analyse and interpret financial statements.
Board Balance
At the date of this statement, the Board consists of eight members, comprising three Independent Non-Executive Directors and five Executive Directors. The Board composition complies with the directors independence requirement set out under paragraph 15.02 of the Listing Requirements which requires that at least two Directors or one-third of the Board of the Company, whichever is the higher, are independent Directors. A brief profile of each Director is presented on pages 17 to 20 of this Annual Report. The diverse background and specialisation of each Director means that the Board is collectively equipped to provide guidance to the Group in areas such as finance, corporate affairs and legal affairs, marketing, operations and governmental affairs. The Executive Directors are responsible for implementing the policies and decisions of the Board, overseeing the operations as well as co-ordinating the development and implementation of business and corporate strategies, reporting, clarifying and communicating matters at the Board meeting. The Independent Non-Executive Directors bring to bear objective and independent judgment to the decision making of the Board and provide a capable check and balance for the Executive Directors. As such there is a proper balance in the Board because of the presence of Independent Non-Executive Director of the calibre necessary to carry sufficient weight in Board decisions. The Non-Executive Directors contribute significantly in areas such as policy and strategy, performance monitoring as well as improving governance and controls. Together with the Executive Directors who have intimate knowledge of the business, the Board is constituted of individuals who have a proper understanding and competence to deal with the current and emerging issues. There is a clear division of responsibilities at the head of the Company to ensure a balance of authority and power. The Board is led by Haji Wan Mansoor bin Wan Omar as the Independent Non-Executive Chairman whilst the executive management of the Company is led by Mr Teoh Beng Seng as the Group President and Chief Executive Officer. The Board holds the view that its current composition fairly reflects the investments of shareholders in the Company.
Supply of Information
All Directors are supplied with information in a timely manner through reports and Board papers which are circulated prior to the meetings. This practice enables the Directors to obtain further information and explanation, where necessary, before the meetings. In addition, every Director is accorded unhindered access to the advice and services of the Company Secretary, of whom the Board believes to be competent in the performance of her duties. The Board believes that the current Company Secretary is capable of carrying out her duties to ensure the effective functioning of the Board. The Companys Articles of Association specify that the removal of the Company Secretary is a matter for the Board as a whole. In respect of soliciting independent professional advice, the Board as a whole will determine, whether as a full Board or in their individual capacity, to take this measure where necessary and under appropriate circumstances in furtherance of their duties. The independent professional advice, where obtained, will be at the Companys expense. Nevertheless, where necessary and under appropriate circumstances in furtherance of his duties, a Director may do so with the prior consent of the Chairman.
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Director
Mr Tan Lip Gay Tuan Haji Wan Mansoor bin Wan Omar Mr Diong Chin Teck - Chairman, Independent Non-Executive Director - Member, Independent Non-Executive Chairman - Member, Senior Independent Non-Executive Director
During the financial year, the Nominating Committee met once (1) and attended by all its members. The Nominating Committee has been empowered by the Board and through its terms of reference, to bring to the Board recommendations on the appointment of new Directors. The Committee also analyses the structure, size and composition of the Board as well as considers succession planning for senior Board members. In addition, the Committee systematically assesses the effectiveness of the Board, Board Committees and the contribution of each individual Director on an annual basis.
Appointment Process
The Committee meets at least once every year and additional meetings are convened whenever the need arises. The Committee shall annually review the Boards required mix of skills, competencies and experience for the Board to discharge its duties effectively and the Committee met to deliberate on the retirement by rotation of Directors and their eligibility for re-election at the Companys Annual General Meeting. The Committee, prior to recommending candidates for directorships, considers his or her skills, knowledge, experience, professionalism, integrity and ability to discharge responsibilities as required.
Re-election of Directors
In accordance with the Companys Articles of Association, at least one-third of the Directors shall retire by rotation at each subsequent Annual General Meeting of the Company, providing an avenue to the shareholders to renew their mandate. The Directors to retire in each year are those who have been longest in office since their appointment or reappointment. Directors over seventy (>70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965. Directors standing for re-election at the Annual General Meeting of the Company to be held on 11 May 2011 are detailed in the Notice of the Fourteenth Annual General Meeting on page 105.
Directors Training
The Board ensures that appointees to the Board are individuals of sufficient calibre, knowledge and experience to fulfil the duties of a Director of the Company. Such individuals are considered and evaluated by the Nominating Committee as described above. All Directors have attended and successfully completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad. The Directors are encouraged to attend various external professional programmes to keep abreast with developments of the business environment as well as with the new statutory and regulatory requirements. The Company Secretary circulates relevant guidelines for the Boards reference and briefed the Board on these updates at the quarterly Board Meetings. The External Auditors also briefed the Board members on any new Financial Reporting Standards that would affect the Groups financial statements during the year.
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Training Programme
2010 Tax Updates Advancement in Metal Detection Good (Quality Control) Laboratory Practices Certified Environmental Professional in Scheduled Waste Management (CePSWaM) Business Opportunity and Government Facilities 5S Strategic Marketing and Financial Management For Small Business The Directors will continue to undergo relevant training programmes to further enhance their skills and knowledge.
B. Directors Remuneration
Remuneration Committee
During the financial year ended 30 November 2010, the Remuneration Committee comprised the following members:
Director
Mr Tan Lip Gay Tuan Haji Wan Mansoor bin Wan Omar Mr Teoh Meng Keat - Chairman, Independent Non-Executive Director - Member, Independent Non-Executive Chairman - Member, Group Managing Director
During the financial year, the Remuneration Committee met twice (2) and attended by all its members. The Committee is primarily responsible for recommending the remuneration framework for Executive Directors and senior management staff, including their salary packages. In arriving at the framework and levels of remuneration, the Committee considers information prepared by independent consultants and survey data on the remuneration practices of comparable companies. None of the Executive Directors participated in any way in determining their individual remuneration. Similarly, whilst the Board, as a whole, determines the remuneration of Non-Executive Directors, the individual Director concerned abstains from the decision in respect of his remuneration. Directors fees are set within a framework comprising responsibility fees, attendance fees and the performance of the Group. The Company pays each of its Directors an annual fee, which is approved by the shareholders at the Annual General Meeting of the Company. The policy adopted by the Remuneration Committee is to provide a package necessary to attract, retain and reward directors for their individual performance in managing the business of the Company and to align the interest of these Directors with those of the shareholders. Details of the nature and amount of each major element of the remuneration of Directors of the Company, during the financial year, are as follows: EPF Employer Contribution (RM000) 602 602
Category
Executive Directors Non-Executive Directors Total
Fees Salaries Bonus Allowance (RM000) (RM000) (RM000) (RM000) 120 120 4,508 4,508 550 550 48 12 60
Others (RM000) 1 1
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The number of Directors whose remuneration fell within the following bands is shown below:
Range of remuneration
RM50,000 and below RM150,001 to RM500,000 RM1,100,000 to RM2,000,000 RM2,900,000 to RM3,500,000
Executive Directors
3 1 1
Non-Executive Directors
3
C. Shareholders
Dialogue between Companies and Investors
Cognisant of the value of continuous communication with its stakeholders, including the general public, the Company utilises various channels such as its Annual Report, announcements to Bursa Securities and during Annual General Meetings and Extraordinary General Meetings as well as through its websites www.zhulian.com.my and www.zhulian.com. In addition to these formal channels, the Management provides briefings to the financial communities during the financial year under review.
Directors Responsibility Statement in respect of the Preparation of the Audited Financial Statements
The Board is responsible for ensuring that the annual financial statements of the Group give a true and fair view of the state of affairs of the Group and of the Company as at the end of the financial year and of their results and cash flows for the year then ended. In preparing the financial statements, the Directors have ensured that approved accounting standards applicable in Malaysia and the provisions of the Companies Act, 1965 have been complied with. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgments and estimates. The Directors also have a responsibility under the Companies (Amendment) Act 2007 to have in place a system of internal control that will provide reasonable assurance that: assets of the Company are safeguarded against loss from unauthorised use or disposition; and all transactions are properly authorised and that they are recorded as necessary to enable the preparation of true and fair profit and loss accounts and balance sheets and to give a proper account of the assets.
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Statement of Compliance
The Group has complied with all the Best Practices set out in Part 2 of the Code throughout the financial year ended 30 November 2010. This statement is issued in accordance with a resolution of Directors dated 26 January 2011.
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Directors
Mr Diong Chin Teck Chairman, Senior Independent Non-Executive Director (Fellow of The Institute of Chartered Accountants, Australia and member of Malaysian Institute of Accountants) Member, Independent Non-Executive Director
Tuan Haji Wan Mansoor bin Wan Omar Member, Independent Non-Executive Chairman
Terms of Reference
The Audit Committee act as a Committee of the Board of Directors, with the terms of reference set out on pages 37 to 38 of this Annual Report.
Meetings
The Committee convened four (4) meetings during the financial year under review. The meeting were structured through the use of agendas, which were distributed to members with sufficient notification. The Company Secretary was present at all the meetings. Representative of the Board, representatives of the External Auditors, Messrs KPMG, Chartered Accountants, the Administration Manager, Senior Chief Accountant and Head of Internal Audit also attended the meetings, where appropriate, upon invitation of the Committee. During the financial year under review, the Committee met twice with the external auditors without the presence of Executive Directors which complies to the requirement of the Best Practice Provision BB III set out in Part 2 of the code. Details of Directors attendances at meetings of the Audit Committee during the financial year ended 30 November 2010 are as follows:
Directors
Mr Diong Chin Teck (Chairman) Mr Tan Lip Gay Tuan Haji Wan Mansoor bin Wan Omar
Attendance
4/4 4/4 4/4
Summary of activities of the Committee during the financial year ended 30 November 2010
The Committee carried out its duties in accordance with its terms of reference during the year. The main activities undertaken by the Committee were as follows: Reviewed with the external auditors their scope of work and audit plan; Reviewed with the Group Managing Director, Senior Chief Accountant and the Administration Manager the unaudited quarterly financial statements and proposed interim dividends before submission to the Board for consideration and approval for release to Bursa Securities; In respect of the quarterly financial statements, reviewed the Companys compliance with the Listing Requirements, financial reporting standards and other relevant legal and regulatory requirements; Reviewed and approved the Internal Audit Charter;
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Reviewed and approved the Internal Audit Plan for adequacy of scope and coverage on the activities of the Group; Reviewed the Internal Audit Reports and ensured the appropriate actions were taken on the recommendations of the internal audit function; Reviewed and recommended the Statement on Corporate Governance, Statement on Internal Control and Audit Committee Report, to the Board for approval and inclusion in the Annual Report; Considered and recommended the trainings for Board of Directors and internal audit personnel.
Meetings
The Audit Committee shall hold at least four regular meetings per year and such additional meetings as the Chairman of the Audit Committee shall decide in order to fulfil its duties. In addition, the Chairman of the Audit Committee may call for a meeting of the Audit Committee if a request is made by any member of the Audit Committee or the Board, or the internal or external auditors. The quorum for a meeting of the Committee shall be two members, majority of whom must be independent Directors. The Company Secretary shall be the secretary of the Audit Committee. The Company shall ensure that the attendance of the other Directors and employees of the Company at any particular Audit Committee meeting is only at the Audit Committee's invitation and is specific to the relevant meeting. The Audit Committee shall regulate its own procedure, in particular, the calling of meetings, the notice and agenda to be given of such meetings, the voting and proceeding of such meetings, the keeping of minutes and the custody, production and inspection of such minutes. The Company Secretary who acts as Secretary of the Committee shall circulate the minutes of each meeting to all members of the Board.
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ii) To review with the external auditors the following:the audit plan; the evaluation of the system of internal controls; auditors management letter and management response; and problems and reservation arising from the interim and final audit.
iii) To review the internal audit functions on the following: - adequacy of the scope, function, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work; - the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; - internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken by management in response to audit findings; - adequacy of risk management system to safeguard the Companys assets; and - assessment of the performance of the outsourced internal audit team. iv) To review:- any letter of resignation from the external auditors of the Company or Group; and - whether there is reason (support by grounds) to believe that the Company or Group's external auditor is not suitable for re-appointment; - the assistance given by the employees of the Company or Group to the external auditors; and - any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity. b) To recommend the nomination of a person or persons as external auditors and the audit fees. c) To act upon the Board of Directors request to investigate and report on any issues or concerns in regards to the management of the Company. d) To promptly report to the Bursa Securities on matters reported by the Audit Committee to the Board of Directors of the Company which has not been satisfactorily resolved resulting in breach of the Listing Requirements. e) To undertake such other responsibilities as may be agreed by the Audit Committee and the Board.
Authority
The Audit Committee shall, wherever necessary and reasonable for the performance of its duties, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:(a) (b) (c) (d) have authority to investigate any matter within its term of reference; have the resources which are required to perform its duties; have full and unrestricted access to any information pertaining to the Company; have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; (e) be able to obtain independent professional or other advice; and (f) be able to convene meetings with external auditors, the internal auditors or both, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary. This statement is issued in accordance with a resolution of Directors dated 26 January 2011.
039
Board Responsibility
The Board is ultimately responsible for maintaining the Groups system of internal control, which includes the establishment of an appropriate control environment and framework to safeguard shareholders investment and Groups assets as well as reviewing the adequacy and integrity of these systems. Because of the limitations that are inherent in any system of internal control, this system is designed to manage, rather than eliminate, the risk of failure to achieve corporate objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control covers, inter-alia, financial, operational and compliance controls and risk management procedures.
040
041
SHARE BUY-BACK
There was no share buy-back effected during the financial year ended 30 November 2010.
NON-AUDIT FEES
During the financial year, a total of RM74,000 was payable to KPMG for non-audit services rendered.
VARIATION IN RESULTS
The Company did not make or announce any profit estimate, forecast or projection during the financial year ended 30 November 2010. There was no variation to the unaudited results which were announced for the financial year ended 30 November 2010.
PROFIT GUARANTEE
There were no profit guarantees during the financial year ended 30 November 2010 by the Company.
MATERIAL CONTRACTS
During the financial year, there were no material contracts by the Company or its subsidiaries involving the Directors and major shareholders interests.
REVALUATION POLICY
The Company does not have a revaluation policy on its landed properties for the financial year.
042
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
DIRECTORS REPORT
For The Year Ended 30 November 2010
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 30 November 2010.
Principal activities
The Company is an investment holding company whilst the principal activities of the subsidiaries are as set out in Note 6 to the financial statements. There has been no significant change in the nature of these principal activities during the financial year.
Results
Group RM'000
Profit attributable to : Shareholders of the Company Minority interest Profit for the year 87,065 (393) 86,672 108,815 108,815
Company RM'000
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
043
Dividends
Since the end of the previous financial year, the Company : i) ii) iii) iv) v) paid a fourth interim single tier dividend of 3 sen and special interim single tier dividend of 2 sen per ordinary share of RM0.50 each, totalling RM17,250,000 in respect of the year ended 30 November 2009 on 1 March 2010; paid a first interim single tier dividend of 3 sen per ordinary share of RM0.50 each, totalling RM10,350,000 in respect of the year ended 30 November 2010 on 27 May 2010; paid a second interim single tier dividend of 3 sen per ordinary share of RM0.50 each, totalling RM13,800,000 in respect of the year ended 30 November 2010 on 30 August 2010; paid a third interim single tier dividend of 3 sen per ordinary share of RM0.50 each, totalling RM13,800,000 in respect of the year ended 30 November 2010 on 29 November 2010; and declared a fourth interim single tier dividend of 3 sen per ordinary share of RM0.50 each, totalling RM13,800,000 in respect of the year ended 30 November 2010 on 26 January 2011.
The Directors do not recommend any final dividend to be paid for the financial year under review.
044
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Directors interest
The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than whollyowned subsidiaries) of those who were Directors at year end (including the interests of the spouses of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows :
Balance at 1.12.2009
Bonus issue
Bought
Sold
Balance at 30.11.2010
Haji Wan Mansoor Bin Wan Omar : Interest in the Company : - own Teoh Beng Seng : Interest in the Company : - own Deemed interest in the Company : - own Teoh Meng Keat : Interest in the Company : - own - others # Khoo Teng It : Interest in the Company : - own - others # Teoh Meng Lee : Interest in the Company : - own Teoh Meng Soon : Interest in the Company : - own Diong Chin Teck @ Tiong Chin Sang : Interest in the Company : - own Tan Lip Gay : Interest in the Company : - own 15,000 5,000 20,000 25,000 8,333 33,333 2,730,000 1,576,666 2,000,000 6,306,666 2,782,000 1,593,999 2,000,000 6,375,999 160,000 55,000 53,333 18,333 213,333 73,333 20,152,200 2,000,000 6,717,400 666,666 26,869,600 2,666,666 40,124,618 180,577,342 11,975,662 60,204,113 35,000 (4,200,000) 47,900,280 240,816,455 10,000 3,333 13,333
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
045
Bought
Sold
Teoh Beng Seng : Deemed interest in a subsidiary, ZHULIAN CONSTRUCTION SDN. BHD. - own
124,000
124,000
40,000
40,000
3,000
3,000
These are shares held in the name of the spouse and are treated as interest of the Director in accordance with Section 134(12)(c) of the Companies Act, 1965.
By virtue of his interest in the shares of the Company, Mr. Teoh Beng Seng is also deemed to be interested in the shares of the subsidiaries during the financial year to the extent that the Company has an interest.
Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the 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. There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
046
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
At the date of this report, the Directors are not aware of any circumstances : i) ii) iii) iv) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist : i) ii) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, and any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year ended 30 November 2010 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
047
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors :
048
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Note
Assets Property, plant and equipment Prepaid lease payments Investment property Land held for development Investment in an associate Other investments Goodwill Deferred tax assets Total non-current assets Receivables, deposits and prepayments Inventories Current tax assets Asset classified as held for sale Cash and cash equivalents Total current assets Total assets Equity Share capital Reserves Total equity attributable to equity holders of the Company Minority interest Total equity Liabilities Deferred tax liabilities Total non-current liabilities Payables and accruals Current tax liabilities Total current liabilities Total liabilities Total equity and liabilities 19 11 18 16 17 12 13 14 15 3 4 5 7 8 9 10 11
2010 RM000
2009 RM000
102,607 11,537 363 6,092 51,279 6,535 1,168 547 180,128 48,260 44,350 1,327 131,547 225,484 405,612
86,969 12,047 373 6,092 30,752 6,074 1,168 226 143,701 51,914 47,873 158 4,604 125,084 229,633 373,334
230,000 121,987
172,500 147,611
351,987 32 352,019
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
049
Note
Continuing operations Revenue Changes in manufactured inventories and work-in-progress Raw materials and consumables used Employee benefits expenses Depreciation and amortisation expenses Other operating expenses Other operating income Operating profit Share of profit after tax and minority interest of equity accounted associate Profit before tax Tax expense Profit for the year Attributable to : Equity holders of the Company Minority interest Profit for the year Basic earnings per ordinary share (sen) Gross dividends per ordinary share (sen) Net dividends per ordinary share (sen) 24 25 25 21 23 20
2010 RM000
2009 RM000
322,611
315,275
050
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For The Year Ended 30 November 2010
Attributable to equity holders of the Company
Total RM000
279,500
Dividends (Note 25) Shares issued to minority interest Acquisition of a subsidiary Foreign exchange translation differences Net gain recognised directly in equity Profit for the year Total recognised income and expense for the year At 30 November 2009
(41,400)
(41,400)
34 263
(41,400) 34 263
6 6
82,005
6 6 82,005
52
6 6 82,057
172,500
6 (21)
82,005 147,632
82,011 320,111
52 425
82,063 320,536
Dividends (Note 25) Bonus issue Foreign exchange translation differences Net gain recognised directly in equity Profit for the year Total recognised income and expense for the year At 30 November 2010
57,500
(55,200) (57,500)
(55,200)
(55,200)
11 11
87,065
11 11 87,065
(393)
11 11 86,672
230,000 Note 16
11 (10) Note 17
87,076 351,987
(393) 32
86,683 352,019
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
051
Note
Cash flows from operating activities Profit before tax from continuing operations Adjustments for : Depreciation of property, plant and equipment Amortisation of prepaid lease payments Depreciation of investment property Interest income Plant and equipment written off Gain on disposal of plant and equipment Gain on disposal of asset classified as held for sale Share of profit of equity accounted associate Reversal of allowance for diminution in value of other investments Operating profit before changes in working capital Changes in working capital : Receivables, deposits and prepayments Inventories Payables and accruals Cash generated from operations Tax paid Proceeds from disposal of asset classified as held for sale Dividends received from an associate Net cash from operating activities Cash flows from investing activities Purchase of other investments Interest received Proceeds from disposal of plant and equipment Purchase of property, plant and equipment Addition to prepaid lease payments Net cash inflow on acquisition of a subsidiary Net cash used in investing activities Cash flows from financing activities Dividends paid to shareholders of the Company Issuance of shares to minority interest Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 December Effect of exchange differences on cash and cash equivalents of foreign subsidiary Cash and cash equivalents at 30 November A 3 4 5 21 21 21 21 21
2010 RM000
2009 RM000
105,897 6,416 463 10 (3,264) 22 (122) (1,346) (30,398) (300) 77,378 3,644 3,472 1,098 85,592 (20,654) 5,950 9,871 80,759
102,704 5,440 230 11 (2,805) 79 (15) (16,967) (1,100) 87,577 7,817 5,280 (12,100) 88,574 (20,179) 10,016 78,411
3 4 B
052
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Note
Short term deposits with licensed banks Cash and bank balances 15 15 15 Less : Deposits pledged 15.1
2010 RM000
110,966 20,581 131,547 (48) 131,499
2009 RM000
104,109 20,975 125,084 (49) 125,035
B.
Acquisition of a subsidiary During the financial year ended 30 November 2009, ZHULIAN MANAGEMENT SDN. BHD., a wholly-owned subsidiary of the Company acquired 60% equity interest in PT. ZHULIAN INDONESIA, a direct marketing of costume jewellery and consumer products company at a cash consideration of RM1,562,400. The estimated fair values of assets acquired and liabilities assumed from the acquisition of PT. ZHULIAN INDONESIA were as follows :
Note
Plant and equipment Deferred tax assets Receivables, deposits and prepayments Inventories Cash and cash equivalents Payables and accruals Minority interest Net identifiable assets and liabilities Goodwill on acquisition Total purchase consideration, satisfied in cash Less : Cash and cash equivalents acquired Net cash inflow on acquisition 3 11
2009 RM000
196 235 6,625 1,765 2,952 (11,116) (263) 394 1,168 1,562 (2,952) (1,390)
053
BALANCE SHEET
At 30 November 2010
Note
Assets Investment in subsidiaries Other investments Total non-current assets Receivables, deposits and prepayments Current tax assets Cash and cash equivalents Total current assets Total assets Equity Share capital Reserves Total equity Liabilities Payables and accruals Total current liabilities Total equity and liabilities 19 16 17 12 15 6 9
2010 RM000
2009 RM000
054
INCOME STATEMENT
For The Year Ended 30 November 2010
Note
Continuing operations Revenue 20
2010 RM000
2009 RM000
108,750
63,167
Tax expense Profit for the year attributable to equity holders of the Company
23
(7)
(14,513)
108,815
50,103
25
12.00
14.00
25
12.00
14.00
055
(41,400)
(41,400)
50,103
50,103
At 30 November 2009
172,500
22,220
194,720
(55,200)
(55,200)
57,500
(57,500)
230,000 Note 16
108,815 248,335
056
Note
Cash flows from operating activities Profit before tax from continuing operations Adjustments for : Dividend income Interest income Reversal of allowance for diminution in value of other investments Operating loss before changes in working capital Changes in working capital : Receivables, deposits and prepayments Payables and accruals Cash used in operations Tax paid Dividends received Net cash from operating activities Cash flows from investing activities Acquisition of subsidiaries Purchase of other investments Interest received Net cash used in investing activities Cash flows from financing activities Dividends paid to shareholders of the Company Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at 1 December Cash and cash equivalents at 30 November 15
2010 RM000
2009 RM000
108,822
64,616
21 21 21
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
057
1. Basis of preparation
(a) Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standards (FRS), generally accepted accounting principles and the Companies Act, 1965 in Malaysia.
058
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
059
060
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
061
(c)
(d)
062
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
063
064
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
%
Buildings Freehold shoplots Plant and machinery, moulds, tools and equipment Furniture, fittings and office equipment Motor vehicles 2 2 10 - 50 10 - 50 20
Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
065
Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity securities and non-current debt securities other than investment in subsidiaries and associates, the allowance for diminution in value is recognised as an expense in the financial year in which the decline is identified. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statements. All investments in debt and equity securities are accounted for using settlement date accounting. Settlement date accounting refers to : a) b) the recognition of an asset on the day it is received by the entity, and the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered.
066
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
067
(j) Receivables
Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset from another entity is established. Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts. Receivables are not held for the purpose of trading.
(k) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of work-in-progress and manufactured inventories, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.
068
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
(o) Payables
Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another financial asset to another entity.
(p) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
069
070
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Buildings RM000
Plant and machinery, moulds, tools and equipment RM000 Furniture, fittings and office equipment RM000 Capital work-inprogress RM000
Cost 63,151 8,784 216 9,000 16,714 3,054 (9) 19,759 24,148 1,247 (53) (7) (218) 8,782 22,961 2,725 50 (235) (3) 2,537 1,777 (195) (106) 38 194 1,543 (187) 16,008 17 2 236 (5) 3 72 (680) 75 17,939 18,014 15,200 5,386 2,886 (15,366) 50,671 (3) 50,668 2,489 683 95,693 196 6,514 (200) (293) 236 102,146 22,290 (238) (62) (228) 123,908
At 1 December 2008
Acquisition through business combination Additions Disposals Written off Reclassifications Effect of movements in exchange rates
At 30 November 2010
Accumulated depreciation 1,856 1,531 (510) 4,345 2,083 (40) (73) 6,315 2,198 (7) 694 8,506 2,877 1,200 4,077 176 (12) 530 342 180 8 1,928 1,038 (141) 510 4 3,339 2,548 (33) (4) 5,850 1,510 608 (2) 2,116 294 (235) (1) 2,174 9,981 5,440 (42) (214) 12 15,177 6,416 (235) (40) (17) 21,301
At 1 December 2008 Depreciation for the year Disposals Written off Reclassifications Effect of movements in exchange rates
Depreciation for the year Disposals Written off Effect of movements in exchange rates
At 30 November 2010
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Carrying amounts 61,295 47,794 46,591 8,442 8,470 8,088 10,855 10,399 11,253 3,458 19,622 18,298 979 609 363 683 75 18,014 85,712 86,969 102,607
At 1 December 2008
071
At 30 November 2010
072
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Note
Unexpired period less than 50 years Cost At 1 December 2008 Additions At 30 November 2009/1 December 2009 Effect of movement in exchange rate At 30 November 2010 Amortisation At 1 December 2008 Amortisation for the year At 30 November 2009/1 December 2009 Amortisation for the year Effect of movement in exchange rate At 30 November 2010 Carrying amounts At 1 December 2008 At 30 November 2009/1 December 2009 At 30 November 2010 21 21
RM000
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
073
Note
Cost At 1 December 2008/30 November 2009/1 December 2009/ 30 November 2010 Accumulated depreciation At 1 December 2008 Depreciation for the year At 30 November 2009/1 December 2009 Depreciation for the year At 30 November 2010 Carrying amounts At 1 December 2008 At 30 November 2009/1 December 2009 At 30 November 2010 Fair values At 1 December 2008 At 30 November 2009/1 December 2009 At 30 November 2010 21 21
412
28 11 39 10 49
The following are recognised in the income statement in respect of investment property :
Group
2010 RM000
Direct operating expenses : - non-income generating investment property
2009 RM000
15
15
074
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2009 RM000
144,736
Name of Subsidiary
Country of incorporation
Principal activities
ZHULIAN JEWELLERY MANUFACTURING SDN. BHD. ZHULIAN MARKETING (M) SDN. BHD.
100%
Malaysia
Manufacturing of costume/ fine jewellery and accessories Direct marketing of costume jewellery and consumer products Manufacturing of consumer products Manufacturing of home technology products Manufacturing of bedroom apparels and therapeutic products Trading of consumer products Printing of brochures, leaflets, catalogues, name cards and other related documents Provision of management services and investment holding Manufacturing of personal care products Property development Dormant Dormant Dormant Intended principal activity of manufacturing of traditional products Operator of the cafeteria for the employees of the Group
100%
100%
Malaysia
ZHULIAN INDUSTRIES SDN. BHD. BEYOND PRODUCTS TECHNOLOGY SDN. BHD. ZHULIAN MANUFACTURING SDN. BHD.
100% 100%
100% 100%
Malaysia Malaysia
ZHULIAN MANAGEMENT SDN. BHD. (ZMSB) AMAZING VESTRAX SDN. BHD. ZHULIAN DEVELOPMENT SDN. BHD. (ZDSB) ZHULIAN VENTURES SDN. BHD. ZHULIAN PROPERTIES SDN. BHD. SELAT NUSANTARA DEVELOPMENT SDN. BHD. ZHULIAN NUTRACEUTICAL SDN. BHD.
100%
100%
Malaysia
100%
100%
Malaysia
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
075
Name of Subsidiary
Country of incorporation
Principal activities
100%
Malaysia
Dormant
Subsidiaries of ZDSB ZHULIAN CONSTRUCTION SDN. BHD. DEXASSETS SDN. BHD. (DSB) # 62% 62% 100% Malaysia Malaysia Dormant Dormant
Subsidiaries of ZMSB PT. ZHULIAN INDONESIA * 60% 60% Indonesia Direct marketing of costume jewellery and consumer products Direct marketing of all kinds of costume jewellery and consumer products
100%
100%
Singapore
* Not audited by KPMG # During the financial year ended 30 November 2010, ZDSB disposed of its entire equity interest in DSB to ZHULIAN CORPORATION BERHAD at a cash consideration of RM2.
2009 RM000
10,696 (4,604) 6,092
076
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2009 RM000
10,287 20,465 30,752
Country of incorporation
2010 ZHULIAN (THAILAND) LTD. 2009 ZHULIAN (THAILAND) LTD. Thailand Thailand
49%
406,621
61,320
183,501
74,688
49%
317,329
34,564
127,675
62,204
The principal activity of the associate consists of direct marketing of costume jewelleries and consumer products. The financial year end of the associate is 31 December.
2009 RM000
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
077
2009 RM000
1,168
Impairment testing
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (CGU) that is expected to benefit from that business combination. The carrying amount of goodwill is allocated to the business segment of multi-level marketing as CGU. The recoverable amount of the CGU was based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period extrapolated using growth rates determined based on historical experience, managements assessment of future trends and expectations of market developments in the industries concerned. The key assumptions on which the cash flow projections are based relate to discount rates, sales growth rates and expected changes in operating costs. In determining the recoverable amount of CGU, the projected cash flows were discounted using pre-tax discount rate of 12.5% (2009 : 13.0%) which is specific to the CGU.
2009 RM000
48 162 16 226
2009 RM000
(4,132) 461 2,311 (1,360)
2009 RM000
(4,084) 623 16 2,311 (1,134)
078
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2010 RM000
(Deductible)/Taxable temporary differences Capital allowances carry-forwards Tax losses carry-forwards Provisions Other items (435) 567 1,205 462 1,799
2009 RM000
52 344 801 429 4 1,630
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
079
2009 RM000
12.2 Non-trade Amount due from an associate Amount due from subsidiaries Other receivables Deposits Prepayments Dividend receivable 12.1 12.3 12.4 12.5
Group
2010 RM000
US Dollar 39,716
2009 RM000
41,970
080
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
12.4 Deposits
Included in deposits of the Group is an amount of RM1,200,000 (2009 : RMNil) in respect of deposit paid for the purchase of an industrial building.
12.5 Prepayments
Included in prepayments of the Group is an amount of RMNil (2009 : RM1,000,000) in respect of deposit paid for the building expansion.
2009 RM000
20,911 8,260 14,951 3,751 47,873
2009 RM000
4,604 4,604
Asset classified as held for sale consists of a freehold land measured at the lower of its carrying amount and fair value less cost to sell of which a subsidiary has collected the deposit at 30 November 2009 and the sale was completed in December 2009.
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
081
2009 RM000
104,109 20,975 125,084
2009 RM000
3,718 203 3,921
15.2 Analysis of foreign currency exposure for significant cash and cash equivalents
Significant cash and cash equivalents outstanding at year end that are not in the functional currencies of the Group entities is as follows :
Group
2010 RM000
US Dollar 4,658
2009 RM000
3,971
Par value RM
Amount RM000
115,000 460,000
0.50 0.50
57,500 230,000
082
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
17. Reserves
Note Group 2010 RM000
Non-distributable Translation reserve Distributable Retained earnings 121,997 121,987 147,632 147,611 18,335 18,335 22,220 22,220 17.1 (10) (21)
2009 RM000
2009 RM000
14,659
2009 RM000
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
083
20. Revenue
Group 2010 RM000
Dividend income Sale of goods Services rendered Sale of land 312,299 4,362 5,950 322,611
2009 RM000
311,819 3,456 315,275
2009 RM000
63,167 63,167
084
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2009 RM000
36 1 14 3
36 14 3
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
085
2009 RM000
90 5,408 427
2009 RM000
90 12
6,350
25 5,950
132
102
There were no other key management personnel apart from all the Directors of the Group having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly.
2009 RM000
20,647 8,159 28,806
2009 RM000
14,513 14,513
2009 RM000
14,513
086
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2009 RM000
82,057 28,806 110,863 27,716 1,840 1,029 (610) (782) 350 68 (805) 28,806
2009 RM000
50,103 14,513 64,616 16,154 41 (1,796) 114 14,513
The associate operates in a tax jurisdiction with higher tax rate and a subsidiary operates in a tax jurisdiction with lower tax rate.
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
087
25. Dividends
Dividends recognised in the current year by the Company are :
2010 RM000
In respect of financial year ended 30 November 2008 Fourth interim single tier dividend of 3 sen per ordinary share paid on 10 March 2009
2009 RM000
10,350
In respect of financial year ended 30 November 2009 First interim single tier dividend of 3 sen per ordinary share paid on 29 May 2009 Second interim single tier dividend of 3 sen per ordinary share paid on 28 August 2009 Third interim single tier dividend of 3 sen per ordinary share paid on 26 November 2009 Fourth interim single tier dividend of 3 sen and special interim single tier dividend of 2 sen per ordinary share paid on 1 March 2010 17,250 10,350 10,350 10,350
In respect of financial year ended 30 November 2010 First interim single tier dividend of 3 sen per ordinary share paid on 27 May 2010 Second interim single tier dividend of 3 sen per ordinary share paid on 30 August 2010 Third interim single tier dividend of 3 sen per ordinary share paid on 29 November 2010 10,350 13,800 13,800 55,200 41,400
The Directors declared a fourth interim single tier dividend of 3 sen per ordinary share of RM0.50 each, totalling RM13,800,000 in respect of the year ended 30 November 2010 on 26 January 2011. The financial statements do not reflect this dividend declared after 30 November 2010, which will be accounted for as appropriation of retained earnings in the year ending 30 November 2011.
Corporate guarantees
The Company has issued corporate guarantees to financial institutions for banking facilities granted to certain subsidiaries up to limits of RM2.1 million (2009 : RM2.1 million).
088
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
2009 RM000
(b)
2010 RM000
Less than one year Between one and five years 4 8 12
2009 RM000
4 13 17
Geographical segments
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of assets. The amounts of noncurrent assets do not include financial instruments (including investment in an associate) and deferred tax assets.
Geographical information
Malaysia RM000
2010 Revenue Non-current assets 2009 Revenue Non-current assets 171,887 97,187 127,018 13,446 6,909 2,924 8,627 315,275 112,723 157,711 113,376 149,220 13,385 6,717 2,295 8,209 322,611 128,302
Thailand RM000
Indonesia RM000
Singapore RM000
Consolidated RM000
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
089
2009 RM000
127,018
2009 RM000
The terms and conditions for the above transactions are based on normal trade terms.
090
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
Credit risk
Exposure to credit risk is monitored on an ongoing basis. At balance sheet date, there were no significant concentrations of credit risk other than the amount due from an associate (Note 12). The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.
Liquidity risk
The liquidity risk is minimal as the Group maintains adequate funds to meet its obligations as and when they fall due.
Total RM000
110,966 17,033
110,966 17,033
104,109 12,350
104,109 12,350
3,310 376
3,310 376
3,718 158
3,718 158
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
091
2009 Fair value RM000 Carrying amount RM000 Fair value RM000
6,091
31. Supplementary information on the breakdown of realised and unrealised profits or losses
On 25 March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profits or accumulated losses as at the end of the reporting period, into realised and unrealised profits or losses. On 20 December 2010, Bursa Malaysia further issued another directive on the disclosure and the prescribed format of presentation. The breakdown of the retained earnings of the Group and of the Company as at 30 November 2010, into realised and unrealised profits, pursuant to the directive, is as follows :
Company RM000
The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.
092
ZHULIAN CORPORATION BERHAD (415527-P) and its subsidiaries Annual Report 2010
STATEMENT BY DIRECTORS
Pursuant To Section 169(15) Of The Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 48 to 91 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 30 November 2010 and of their financial performance and cash flows for the year then ended. In the opinion of the Directors, the information set out in Note 31 to the financial statements has been compiled in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors :
093
STATUTORY DECLARATION
Pursuant To Section 169(16) Of The Companies Act , 1965
I, Teoh Beng Seng, the Director primarily responsible for the financial management of ZHULIAN CORPORATION BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 48 to 91 are, to 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.
Subscribed and solemnly declared by the abovenamed at Georgetown in the State of Penang on 31 January 2011.
Before me :
Cheah Beng Sun, DJN, AMN, PKT, PJK, PJM, PK (No. P103) Commissioner for Oaths Penang
094
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 30 November 2010 and of their financial performance and cash flows for the year then ended.
095
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
096
LIST OF PROPERTIES
(i) Land area Location Description/ Existing use (ii) Built-up area (m2) Tenure Approximate age of building (years)
12
Date of Acquisition
Plot 42, Bayan Lepas Industrial Estate, Phase IV, 11900 Penang.
The property comprises a parcel of industrial land and a 4-storey factory and office.
10/03/1994
Plot 41, Bayan Lepas Industrial Estate, Phase IV, 11900 Penang.
The property comprises a parcel of industrial land with a detached factory, double-storey office and one storey of production floor.
14
6,221
27/02/1993
Unit 26-B and 26-C, Jalan Tun Dr Awang, 11900 Pulau Pinang.
Two commercial units located on 2nd and 3rd floor of a 4 -storey complex (a).
Freehold shoplot
17
363
27/12/1994
Lot 2428-2584, 25872589, 2592-2593, Keladi, Bandar Kulim, Daerah Kulim. (Formerly known as Geran No. HSM861 to HSM1022 and No. Lot PT5081 to PT5244)
Development land.
Freehold
n/a
6,092
13/03/1996
Plot 3, Bayan Lepas Free Industrial Zone, Phase IV, 11900 Penang.
3 Storey factory building. (i) 4.314 acres (17,458 sq. metres) (ii) 17,444 sq. metres
28,847
25/07/2005
Freehold
15
5,931
14/11/2006
Freehold
15
2,157
14/12/2006
n/a
5,213
10/09/2009
Notes:
(a) This property is currently vacant.
097
REGIONAL OFFICES, DISTRIBUTION CENTRES & DISTRICT AGENTS (As At 28 February 2011)
Regional Offices
Country
THAILAND
Company
ZHULIAN (THAILAND) LTD. *
Address
88 Moo 9, Bangbuathong Supanburi Road, Tambol La-Han, Ampure Bangbuathong, Nontaburi 11110, Thailand. Plaza Chase Lt.9, Jl. Jend. Sudirman Kav.21, Jakarta 12920 Indonesia. 5 Jalan Masjid, #01-08/09, Kembangan Court, Singapore 418924
Tel
662-9833984
Fax
662-9833916 662-9833917 662-9833918 6221-5208271 6221-5208131 65-6846 8844
INDONESIA
6221-5229988
SINGAPORE
65-6846 8848
Distribution Centres
Location
KOTA KINABALU
Distribution Centre
Kota Kinabalu Warehouse
Address
M-9, Lot 116, Block M, Ground Floor, Alamesra Plaza Permai, Jalan Sulaiman, Kuala Menggatal, 88400 Kota Kinabalu, Sabah. Lot 28, No. 471 Lorong Stutong 9, Jalan Stutong, 93350 Kuching, Sarawak.
Tel
088-484930
Fax
088-484920
KUCHING
Kuching Warehouse
082-463946
082-463593
District Agents
Penang
Location
PENANG (PNG) BAYAN BARU (BBA) BUTTERWORTH (BWB) BERTAM (BTA)
Authorised Agent(s)
ROSNA BT YUSOFF SITI HAWA BT MAD ISA JOHNNY LIM ENG CHENG ALEX LOOI SWEE LIN CHOW POH KAM LOOI KHAI YUEN MOHD RIDZUAN BIN GHASALI RUHIZA BT ABDULLAH
Address
No. 108-B, 2nd Floor, Jalan Tan Sri Teh Ewe Lim, 11600 Penang. No. 54, 1st Floor, Jalan Tengah, Taman Sri Tunas, Bayan Baru, 11950 Penang. No. 7229, Jln Permatang Pauh, Taman Bagan, 13400 Butterworth, Penang. No.79, Jalan Dagangan 4, Pusat Bandar Bertam Perdana 1, 13200 Kepala Batas, Penang. No. 9, Lorong Perda Utama 7, Bandar Perda, 14000 Bukit Mertajam, Penang. No. 83, Lorong Tasek Mutiara 1/SS2, Bandar Tasek Mutiara, 14120 Simpang Ampat, Penang.
Tel
04-2822973 016-4160236 012-4440069 04-6413615 012-4083341 04-3323899 012-4087193 04-5783124 04-5783123 019-4779473 019-4529473 04-5383219 019-5752219 04-5021998 012-4087193 012-5896072
Fax
04-2828972
04-6413615 04-3323899
04-5783122
SEAH BOON CHIN ALEX LOOI SWEE LIN CHOW POH KAM LOOI KHAI YUEN
04-5395219 04-5021998
Perlis
KANGAR (KGA) FOO YAU GEEM LOOI KONG YOKE No. 69, Jalan Kangar - Alor Setar, Taman Pertiwi, 01000 Kangar, Perlis Indera Kayangan. 04-9777269 016-3303578 04-9777269
098
District Agents
Kedah
Location
SUNGAI PETANI (SPT) KULIM (KUB) BALING (BLI) ALOR SETAR (AST)
Authorised Agent(s)
FOO YAU GEEM LOOI KONG YOKE KEE AH BA CHEW SWEE SANG HOR KEK BOON UMMI WARDIAH @ WAHIDA BT ABDELLAH
Address
23-A, Ground & 1st Floor, Jalan Pahlawan, Taman Lagenda Indah, 08000 Sungai Petani, Kedah Darul Aman. No. 15, Jalan Kempas 1, Taman Kempas Indah, 09000 Kulim, Kedah Darul Aman. No. 8, Jalan Liku, 09100 Baling, Kedah Darul Aman. No. 32, Jln Shahab 6, Kompleks Shahab Perdana, Lebuhraya Sultanah Bahiyah, 05350 Alor Setar, Kedah Darul Aman. 13 A, Taman Mewah, Guar Cempedak, 08800 Gurun, Kedah Darul Aman. No. 83, Taman Ihsan, 06000 Jitra, Kedah Darul Aman.
Tel
04-4223319 012-4949300 04-4918466 012-4841960 04-4707392 019-5975998 016-4907392 04-7346899 017-4759604
Fax
04-4227168
04-4918466 04-4707392
04-7346899
IBRAHIM BIN ISMAIL ROSLINDA BT KAMIS ONG CHING SOO TEH KIM LOOI
04-4619006
04-9183883
Perak
IPOH (IPA) SHAIDAH FARWIN BT ARSHAD SABARIAH BT SHAPIE NORLIA BT SHAHARUDDIN SHARIFAH SALWAH BT MOHD JIPLUS SONIA KHOR MUI NGEE FRANKIE WOO KOK WAH LAU SHENG MING WONG YEAK MEI KEE AH BA No. 10, Jalan Mas 1, Taman Mas, Falim, 30200 Ipoh, Perak Darul Ridzuan. 05-2816401 019-4470450 05-2816401
SIMPANG PULAI (SPP) SITIAWAN (SWN) PARIT BUNTAR (PBA) TAIPING (TPI)
No. 38, Persiaran Pulai Timor 8, Taman Chandan Desa, 31300 Spg. Pulai, Perak Darul Ridzuan. 127, Pusat Perniagaan Sri Manjung, 32040 Bandar Sri Manjung, Sitiawan, Perak Darul Ridzuan. No. 3, Jalan Shahbandar, Pusat Bandar, 34200 Parit Buntar, Perak Darul Ridzuan. No. 63, Jln Taman Kamunting Maju, Medan Saujana Kamunting, 34600 Kamunting, Perak Darul Ridzuan.
05-3577511 012-5039889 05-6889828 016-4198899 05-7165952 012-4841960 012-4210690 05-8082550 012-5039889 012-5175707 016-5515355
05-3577511
05-6881899
05-7165952
FRANKIE WOO KOK WAH MOHD NOOR BIN ZAINUDDIN SONIA KHOR MUI NGEE SANIAH BT MOHAMED JACKY WOO KOK HONG SURAIYA BT SHAHARUDDIN OTHMAN BIN HJ NOH RAHAINE BT BASRAN SITI AJAM BT HARUN
05-8082550
KUALA KANGSAR (KKS) BAGAN SERAI (BGS) GERIK (GRA) TG. MALIM (TJA) TELUK INTAN (TTB)
No. 7A, Tingkat 1, Persiaran Taiping 1, Jalan Taiping, 33000 Kuala Kangsar, Perak Darul Ridzuan. No. 20, Tingkat 1, Jalan Harmoni, Pusat Bandar, 34300 Bagan Serai, Perak Darul Ridzuan. Lot 8292, Jalan Air Suda Bahagia, Jalan Taman Intan, 33300 Gerik, Perak Darul Ridzuan. No. 18, Atas, Jalan Wangsa Jaya, Taman Wangsa Jaya, 35900 Tanjung Malim, Perak Darul Ridzuan. No.8B, Lorong 1, Taman Mewah, 36000 Teluk Intan, Perak Darul Ridzuan.
05-7775239 016-5209366 05-7217820 012-5126739 05-7921009 019-4406377 05-4583303 012-4149335 05-6215952 019-5757336
05-7776125
05-7217820 05-7921009
05-4583303
05-6227453
099
District Agents
Wilayah Persekutuan
Location
BANGSAR (BSR) BANDAR TASIK SELATAN (SRA) BANDAR TUN RAZAK (BTR) SETAPAK (SPA)
Authorised Agent(s)
IR. ANIS BIN MD. SALLEH LATIPAH BT SABTU AMRAN BIN MOHAMMAD YATIM ZALIZAN BT YAACOB NOROSLITA BT MOHD IDRUS ISMAIL BIN HASSAN TAN PUAY LENG ROSLINA BT SAMAT
Address
No. 4-G, Jalan Bangsar Utama 9, Bangsar Utama, 59100 Kuala Lumpur, Wilayah Persekutuan. 23-1, Jalan 8/146, Bandar Tasik Selatan, 57000 Kuala Lumpur, Wilayah Persekutuan. No. 57-1, Jalan Dwitasik 2, Dataran Dwitasik, Bandar Sri Permaisuri, 56000 Kuala Lumpur, Wilayah Persekutuan. No.10-2, Jalan Rampai Niaga 1, Rampai Business Park, 53300 Kuala Lumpur, Wilayah Persekutuan.
Tel
03-22841077 012-335 2912 03-90576293 019-3926711 03-91737616 03-91737618 019-7741363 019-3363838 03-41431545 019-3803659
Fax
03-22849078 03-90576293
03-91737617
03-41431545
Selangor
SUNGAI BULOH (KPA) KLANG (KLD) SUNGAI BESAR (SGB) AMPANG (AMG) SAKINAH BT SALLEH ALWI BIN MOHD YUNUS AISHAH BT MOHAMED No. 15, Jalan BRP 1/5, Bukit Rahman Putra, 47000 Sungai Buloh, Selangor Darul Ehsan. No. 13-01-1 & 15-01-1, Lorong Batu Nilam 1A, Bandar Bukit Tinggi, 41200 Klang, Selangor Darul Ehsan. No. 6, PT 1476, Jalan SBBC 4, Sg Besar Business Centre, 45300 Selangor Darul Ehsan. No. 4A & 4B, Pusat Komersial Ara Ampang, Jalan Ampang, 68000 Ampang, Selangor Darul Ehsan. No.9, Jalan Tukul N15/N, Seksyen 15, 40200 Shah Alam, Selangor Darul Ehsan. B-30-1, Tingkat 1, Jalan Bunga Pekan 9, Pusat Perniagaan Banting Uptown, 42700 Banting, Selangor Darul Ehsan. No.9, Jalan USJ 1/1B, Regalia Business Centre, UEP Subang Jaya, 47620 Selangor Darul Ehsan. No. 11&13, Jalan PJU 5/9, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan. No.1-1, Jalan Dataran Selayang 1, 68100 Batu Caves, Selangor Darul Ehsan. 41-1, Jalan TPS 1/6, Taman Pelangi Semenyih, 43500 Rinching, Selangor Darul Ehsan. C-12A-GB, Jalan Prima Saujana 2/B, Seksyen 2, Taman Prima Saujana, 43000 Kajang, Selangor Darul Ehsan. No. 11(G), Jalan 9/9C, Seksyen 9, Bandar Baru Bangi, 43650 Selangor Darul Ehsan. No. 83, Jalan Bandar Rawang 2, Pusat Bandar Rawang, 48000 Selangor Darul Ehsan. 21, Jalan Raja Lumu, Bandar Kuala Selangor, 45000 Kuala Selangor, Selangor Darul Ehsan. No. 3-1, Jalan Puteri 2/6, Bandar Puteri, 47100 Puchong, Selangor Darul Ehsan. 03-61413372 019-3353648 03-33236264 012-5065983 016-5243829 03-32243413 019-5642332 016-5262332 03-42513668 03-42510668 012-3938112 012-3828112 03-55235505 03-55238722 012-2248722 03-31812253 019-2743953 012-3207648 012-5068939 03-61408134 03-61408135 03-61857494 03-87234529 019-6643448 03-87379878 012-2169878 012-3229878 03-89266848 019-2799094 03-60910085 012-4058085 012-4276762 03-32896036 019-7285626 03-80631216 012-3295218 03-61413375 03-33237961
03-32245958
03-42531668
SHAH ALAM (SAA) BANTING (BNA) SUBANG JAYA (SJA) PETALING JAYA (PJU) SELAYANG (SLA) RINCHING (RCH) KAJANG (KJA) BANDAR BARU BANGI (BGA) RAWANG (RWC) KUALA SELANGOR (KSA) PUCHONG (PCB)
DAVID LEE THIAM SENG TAN SAY AZMI BIN ABDUL MANAF
03-55107841
03-31812955
DARMA TASIAH BT ISMAIL AHMAD RAZALI BIN MUSTAFFA RAMLAH BT ABU BAKAR SANIAH BT SAYUTI RAHMAH BT ABDUL MAFUZAH BT ZAKARIA AHMAD NADZERY RIZAL BIN ABD. KADIR TEOH SENG LOCK CHONG KIOOK HEONG TENGKU REIHANAH BT TUAN ABDULLAH SHANTY BT ABDULLAH ROHANI BT AHMAD SANIAH BT SAYUTI ANIZAH BT SYED ALWEE LIM SIONG SUM LIM SIONG TECK
03-80247719 03-61408154
03-61857490 03-87234529
03-87396248
03-89262672
03-60910085
03-32896027
03-80631216
100
District Agents
Negeri Sembilan
Location
NILAI (NLB) SEREMBAN (SMA) PORT DICKSON (PDC) BAHAU (BHA)
Authorised Agent(s)
SITI NORBAYA BT ABD. KADIR
Address
PT 9895, Jalan BBN 1/3J, Putra Point Bandar Baru Nilai, 71800 Nilai, Negeri Sembilan. 602 & 603, Jln Haruan 4/8, Oakland Commercial Centre, 70300 Seremban, Negeri Sembilan. Lot G 4, Bangunan Arked DMara, 71000 Port Dickson, Negeri Sembilan. No. 15, Tingkat 1, Jalan Mahligai, 72100 Bahau, Negeri Sembilan.
Tel
06-8503707 019-2246271 06-6336433
Fax
06-8503257
DATIN ANIMAH BT SABTU DATO IR. ZAMZURI BIN ABD. GHAFFAR NORAZIMAH BT MOHAMAD ZARINA BT ZAINUDIN
06-6323909
06-6463677 06-4540562
Melaka
MASJID TANAH (MJT) AYER KEROH (AKY) BATU BERENDAM (BBM) JASIN (JSN) GAN CHIN KEONG ZAIDAH BT YET DR. ROSNANI BT SABTU MOHD AFIQ BIN MOHD YAZID DATIN NIK JUNAINAH BT JAAFAR MT 1408, Pusat Perdagangan Masjid Tanah, 78300 Masjid Tanah, Melaka. No. 152, 152-1, Jalan TU 2, Taman Tasik Utama, Ayer Keroh, 75450 Melaka. No. 17 & 17-1, Jalan Mutiara Melaka 5, Taman Mutiara Melaka, 75350 Batu Berendam, Melaka. JB 8794 & JB 8795, Jalan BH1, Taman Bemban Heights Fasa 1, Bemban, 77200 Jasin, Melaka. 06-3848128 016-5207128 06-2322887 012-6117495 06-3178607 012-6239447 06-5219272 019-7177272 06-3848127 06-2320326 06-3178609
06-5210272
Johor
BATU PAHAT (BPH) TAN TIONG WI @ TAN TIONG HUI LIM CHWEE CHOO TAN CHIAT MING ROZANA BT ABDUL RAHIM AZAHARI BIN BAHARUM No. 16, Jalan Rotan Cucur, Taman Sri Jaya, 83000 Batu Pahat, Johor Darul Takzim. 07-4334331 07-4337331 012-7079385 07-3322020 07-3340958 019-7252257 019-7252262 07-7738899 012-7878899 07-8834933 019-7765799 06-9547996 012-6237996 012-6287996 07-6626633 012-7127828 07-5206255 019-7788848 07-9437008 07-9437168 019-7587289 07-6868076 019-7004070 013-7704388 012-7035307 012-7196535 07-4338331
No. 12, Jalan Suria 19, Taman Suria, 81100 Johor Bahru, Johor Darul Takzim.
07-3323020
KLUANG (KLG) KOTA TINGGI (KTI) MUAR (TKA) KULAI (JAH) SKUDAI (SKA) SEGAMAT (SMT) PONTIAN (PTA) MASAI (MSD)
No.21A, Tingkat Bawah Jalan Sultanah, 86000 Kluang, Johor Darul Takzim. No. 3-G, Jalan Abdullah, 81900 Kota Tinggi, Johor Darul Takzim. No. 37, Jalan Pesta 1-2, Taman Tun Dr Ismail-1, 84000 Muar, Johor Darul Takzim. No. 39, Jalan Kenanga 29/3, Bandar Indahpura, 81000 Kulai, Johor Darul Takzim. No. 6 & 7, Jalan Pendidikan 3, Taman Universiti, 81300 Skudai, Johor Darul Takzim. No. 1, Jalan Nagasari 14, Bandar Segamat Baru, 85000 Segamat, Johor Darul Takzim. No. 53, Aras Bawah PTB 12820, Bangunan Baitulmal, Jalan Delima, Pusat Perdagangan Baru, 82000 Pontian, Johor Darul Takzim. No. 7G, Jalan Suria 7, Bandar Seri Alam, 81750 Masai, Johor Darul Takzim.
07-7712829
07-8834933 06-9547996
LIM BOON PIAU JAMALIAH BT ESA JAMILAH BT MOHAMMAD NGOI MEE CHIN TAN KIAN SAI AZARI BIN A GHANI
07-6868086
NORLIN BT AHMAD
07-5542311
101
District Agents
Johor
Location
BANDAR AYER HITAM (MGA) LEDANG (LED)
Authorised Agent(s)
NORMAHDIAH BT ARSAD
Address
No. 4, Jalan Medah Utama, Taman Medah, 86100 Ayer Hitam, Johor Darul Takzim. No. 8, Tingkat Bawah, Pusat Perniagaan Naib Long, Jalan Naib Long, Tangkak, 84900 Ledang, Johor Darul Takzim.
Tel
07-7583819 013-7443493 012-7176234 06-9789039 019-6863408
Fax
07-7583819
WANOYAH BT SAMSI
06-9789039
Kelantan
PASIR MAS (PMB) PASIR TUMBOH (PSA) TANAH MERAH (TMA) KOTA BHARU (KBB) ROHIDA BT ISMAIL No. 9, Tkt 1, Wisma Al-Ridha, Lorong Hj. Ahmad Sebelah Balai Polis Pasir Mas, 17000 Pasir Mas, Kelantan Darul Naim. PT904, Desa Darul Naim, Pasir Tumboh, 16150 Kota Bharu, Kelantan Darul Naim. PT 4953 Taman Kota Harmoni, Jalan Chempaka Merah, 17500 Tanah Merah, Kelantan Darul Naim. 4712-G, Tingkat Bawah, Jalan Sultan Yahya Petra, 15200 Kota Bharu, Kelantan Darul Naim. 09-7902004 019-9178256 09-7656588 013-9805020 016-9236937 09-9550461 019-9390173 09-7486866 017-9812102 09-7902004
WAN AHMAD BIN WAN IDRIS LONG HABSAH BT ISMAIL CHE RUHANA BT CHE MOHD AMIN HANUN FATINI BT RASDI HAMIAH BT WAN OMAR CHE SUHAIMI BIN CHE HAMID
09-7647588
09-9550461
09-7487866
Terengganu
KUALA TERENGGANU (KTR) JERTEH (JET) CHENDERING (CDA) DUNGUN (DGA) KEMAMAN (KMB) SETIU (STA) AS'ARI BIN OMAR No. 51B, 1st Floor, Jalan Tok Lam, 20100 Kuala Terengganu, Terengganu Darul Iman. Lot 371, Jalan Tangki Air, Taman Jerteh, 22000 Jerteh, Terengganu Darul Iman. 2022 K, Taman Permint Jaya, Fasa IV, Chendering, 21080 Kuala Terengganu, Terengganu Darul Iman. Lot 6519, Tingkat Atas, Batu 48, Jalan Dungun Paka, 23000 Dungun, Terengganu Darul Iman. PT8897, Tingkat Bawah & Satu Jalan Kuantan-Kemaman, Taman Geliga Intan, 24000 Kemaman, Terengganu Darul Iman. Lot 7308, Bangunan PMINT, Kampung Guntong Luar, Bandar Permaisuri, Guntong, 22100 Setiu, Terengganu Darul Iman. 09-6311868 013-9305776 09-6974188 019-9130188 09-6170221 012-3833255 09-8481928 09-8451928 019-9130188 09-8684227 012-9211599 09-6097076 013-9997107 09-6311868
CHE ROSNAH BT CHE HUSIN FATIMI BT MOHAMMAD @ MOHD ZAIN CHE ROSNAH BT CHE HUSIN
09-6974188 09-6175602
09-8451928
AZIMAH BT ABD HADI MOHD AZHAM BIN ABD HADI NOR IRDAWANI BT CHE RAZALI
09-8684226
09-6097076
Pahang
KUANTAN (MSB) TEMERLOH (TMH) PEKAN (PKB) INDERA MAHKOTA (DMA) VICTOR KEOW WUN LIONG MOHD IRWAN BIN ZULKEFLI No. 94B, Jalan Wong Ah Jang, 25100 Kuantan, Pahang Darul Makmur. No. 9, Tingkat 1, Jalan Sudirman, Pusat Perdagangan Sri Semantan, 28000 Temerloh, Pahang Darul Makmur. No. 3A, Pusat Komersial Pekan, Jalan Sultan Abu Bakar, 26600 Pekan, Pahang Darul Makmur. B 36, Persiaran Sultan Abu Bakar, Taman Sri Mahkota 25200 Kuantan, Pahang Darul Makmur. 09-5151388 019-9159967 09-2968700 013-9222278 016-6266554 09-4211020 013-9285448 09-5736716 019-9596122 013-9852868 09-5151488 09-2968700
ZABEDAH BT ISMAIL
09-4211021
MAZIAH BT HAMZAH
09-5736716
102
District Agents
Sarawak
Location
TABUAN STUTONG (TSA) KOTA SAMARAHAN (KHA) SIBU (SIB)
Authorised Agent(s)
DAVID LAM TAH WI NAH KHENG ANG JALIA BT LAMAT MARIATI BT AHMAD ANITA BT SHAWAL AMBING ANAK AMBON @ AMBUN JAMBA ANAK SUMPING KONG GIN HUA
Address
1st Floor, Lot 153, Jalan Haji Taha, 93400 Kuching, Sarawak. Ground Floor, Lot 3022, S/L 30, Jalan Dato Mohd Musa, Desa Ilmu Phase II, 94300 Kota Samarahan, Sarawak. No. 5, Lorong 8B, Jalan Tunku Abdul Rahman, 96000 Sibu, Sarawak.
Tel
082-232022 017-2200022 082-662676 019-8174292 084-310757 019-8133620 013-8119788 013-8387475
Fax
082-236022
082-662676
084-310757
Sabah
KOTA KINABALU (KKK) TAWAU (TWB) PENAMPANG (PNP) CHONG YIN TECK CHEAH SOO SIANG @ APANG ARMINOH BT JAPAR AISHAH BT MARSUS NIKMAH BT JAOJAINI Lot 10, Block L, Batu 512, Jalan Tuaran, KK Taipan, 88459 Kota Kinabalu, Sabah. Lot 7, TB 4416, 1st Floor, Sabindo Square, Lorong Sabindo Baru, 91000 Tawau, Sabah. Lot 29, Blok E, 1st & 2nd Floor, Donggongan Square, Km10, Pekan Donggongan, 89500 Penampang, Sabah. MDLD 7055, Lot 307, Jln Silam, Bandar Sri Perdana, 91100 Lahad Datu, Sabah. No. 1-46, Shopping Arcade Tyng Garden, Mile 6, 90000 Sandakan, Sabah. Lot 12, Gaya Shopping Centre, 89008 Keningau, Sabah. 088-380713 019-8633918 012-7581783 089-759768 013-8868279 019-8134269 088-731006 013-8865006 088-383712
089-759768
088-731006
CHEAH SOO SIANG @ APANG CHONG YIN TECK SALASIAH BT MASBAKUN SITI HAJAR BT ABDUL RAHIM HALIJAH BT SEKIMIN @ KISIN KHALID BIN MOHD TAIB
089-862898
089-669848
087-330082
103
ANALYSIS OF SHAREHOLDINGS
As At 16 MARCH 2011
AUTHORISED SHARE CAPITAL ISSUED AND FULLY PAID-UP CAPITAL CLASS OF SHARE VOTING RIGHT : : : : RM500,000,000 RM230,000,000 Ordinary shares of RM0.50 each fully paid On a show of hands one vote for every shareholder On a poll one vote for every ordinary share held
Number of Shareholders
94 298 2521 957 130 4 4,004
% of Shareholders
2.35 7.44 62.96 23.90 3.25 0.10 100.00
Number of Shares
4,223 226,182 10,891,506 26,170,937 107,120,817 315,586,335 460,000,000
Deemed interest %
0.00 10.41 5.84 0.05 1.39 1.37 0.00 0.01
Name
Haji Wan Mansoor Bin Wan Omar Teoh Beng Seng Teoh Meng Keat Khoo Teng It Teoh Meng Lee Teoh Meng Soon Tan Lip Gay Diong Chin Teck @ Tiong Chin Sang
No. of Shares
13,333 47,900,280 26,869,600 213,333 6,375,999 6,306,666 20,000 33,333
No. of Shares
240,816,455 *2,666,666 *73,333
%
52.35 0.58 0.02
* These are shares held in the name of the spouse and are treated as interest of the Director as in accordance with Section 134(12)(c) of the Companies Act, 1965. By virtue of his interests of more than 15% in the shares of the Company, Mr Teoh Beng Seng is also deemed to be interested in the shares of the subsidiaries to the extent that the Company has an interest.
Deemed interest %
10.41 5.84 17.34 35.01
Name
Teoh Beng Seng Teoh Meng Keat The Best Source Holdings Pte Ltd Zhulian Holdings Sdn. Bhd.
No. of Shares
47,900,280 26,869,600 79,769,789 161,046,666
No. of Shares
240,816,455
%
52.35
104
Name
Zhulian Holdings Sdn. Bhd. The Best Source Holdings Pte. Ltd. Teoh Beng Seng Teoh Meng Keat Lembaga Tabung Haji Chong Siew Kam Teoh Meng Soon Teoh Meng Lee Teoh Beng Chye A.A. Anthony Nominees (Tempatan) Sdn. Bhd. for Matlamat Handal Sdn. Bhd. Malaysian Technology Development Corporation Sdn. Bhd. Yayasan Terengganu A.A. Anthony Nominees (Tempatan) Sdn. Bhd. for Ahmad Razali Bin Mustaffa Khoo Lay Boon P'ng Swee Guan Perbadanan Kemajuan Negeri Kedah Teoh Siew Hong Teoh Siew Choo Mohd Munir Bin Abdul Majid Cartaban Nominees (Asing) Sdn. Bhd. SSBT Fund W4B3 for Wasatch Emerging Markets Small Cap Fund Ng Gaik Hua Cartaban Nominees (Asing) Sdn. Bhd. SSBT Fund W4A9 for Wasatch Micro Cap Value Fund Khoor Ah Siew Woon Chuan Keong Tawaria Sdn. Bhd. Chen Tam Chai Teoh Meng Lee Alliancegroup Nominees (Tempatan) Sdn. Bhd. Pledged Securities Account for Deva Dassan Solomon (8041850) Soon Bee Ai RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Fong Siling (CEB)
No. of Shares
161,046,666 79,769,789 47,900,280 26,869,600 15,109,066 12,333,333 5,666,666 5,666,666 5,262,533 5,137,600 3,859,365 3,466,178 3,333,333 2,666,666 2,066,820 1,905,798 1,666,669 1,666,666 1,504,666 1,465,804 1,400,000 1,314,196 1,224,000 1,068,000 814,700 809,200 709,333 697,000 680,000 680,000 397,760,593
105
AGENDA
1. To receive the Audited Financial Statements for the year ended 30 November 2010 and Reports of the Directors and Auditors thereon.
2a. To re-elect the following Directors who retire pursuant to Article 94 of the Companys Articles of Association:i. Mr Teoh Beng Seng ii. Mr Khoo Teng It 2b. To re-elect Mr Diong Chin Teck, who retires pursuant to Section 129 of the Companies Act, 1965 (Act). To approve Directors fees for the year ended 30 November 2010. To re-appoint Messrs. KPMG and to authorise the Directors to fix their remuneration. As Special Business To consider, and if thought fit, to pass the following Ordinary Resolution:Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3
3. 4. 5.
Ordinary Resolution 6
Lam Voon Kean (MIA 4793) Company Secretary Penang, 19 April 2011.
106
Notes:
1. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 2. Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointor is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney. 4. To be valid, the proxy form duly completed must be deposited at the Companys Registered Office at Suite 2-1, 2nd Floor, Menara Penang Garden, 42-A Jalan Sultan Ahmad Shah, 10050 Penang, not less than forty eight (48) hours before the time appointed for holding the meeting.
107
PROXY FORM
I/We, of
(Full name in block letters) (Address) being a member / members of the above-named Company hereby appoint (Full name in block letters) of (Address) or failing him, (Full name in block letters) of (Address) as my/our proxy, to vote for me/us on my/our behalf at the Fourteenth Annual General Meeting of the Company will be held at Ballroom 1, Level 2, G Hotel, 168A, Persiaran Gurney, 10250 Penang on Wednesday, 11 May 2011 at 2.30 p.m. and at any adjournment thereof.
ORDINARY RESOLUTIONS
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6
FOR
AGAINST
(Please indicate with X how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion) In the case of more than one proxy is appointed, the proportions of my/our percentage of shareholdings to be represented by my/our proxies are as follows: First named Proxy Second named Proxy % % 100% day of 2011. No. of Ordinary Shares Held
Signed this
Signature of Shareholder(s)
Notes :
1. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 2. Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointor is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney. 4. To be valid, the proxy form duly completed must be deposited at the Companys Registered Office at Suite 2-1, 2nd Floor, Menara Penang Garden, 42-A Jalan Sultan Ahmad Shah, 10050 Penang, not less than forty eight (48) hours before the time appointed for holding the meeting.
(STAMP)
TO, The Company Secretary ZHULIAN CORPORATION BERHAD (415527-P) Suite 2-1, 2nd Floor, Menara Penang Garden 42-A, Jalan Sultan Ahmad Shah 10050 Pulau Pinang