25558_JUSCO AR06_10R_yin.indd

Transcription

A NEW STAR
A NEW
STAR ATTRACTION
ATTRACTION
OPENS
OPENS
IN SERIKEMBANGAN
KEMBANGAN
IN SERI
Located in Seri Kembangan, just minutes away from Puchong,
USJ and Putrajaya, AEON Taman Equine Shopping Centre had
its soft opening on 15 June 2006. It has fast become a focal
Shoppers are impressed by the clean, bright
and spacious environment.
point for the residents of Seri Kembangan and the surrounding
communities.
The grand opening of AEON Taman Equine Shopping Centre
was held on 21 July 2006, marking AEON CO. (M) BHD.’s 12th
shopping centre and 14th JUSCO store in Malaysia. This event
was officiated by Y.A.B. Dato’ Seri Dr. Hj. Mohamad Khir bin
Toyo, the Menteri Besar of Selangor.
The two-storey shopping centre stands on 11.81 acres of land
at the doorway to Taman Equine. It has an approximate net
lettable space of 235,000 square feet with over 78 shops, 13
eateries, recreation facilities and 1,100 car park bays, as well
as the main attraction, the JUSCO General Merchandise Store
and Supermarket.
In conjunction with the grand opening of AEON Taman Equine
Shopping Centre, the “With All Our Hearts” Malaysian JUSCO
Foundation donated educational books worth RM5,000 each
to the libraries of five schools (totalling RM25,000), namely SK
Taman Universiti, SK Sri Kembangan, SJK (C) Serdang Baru 1,
SJK (C) Serdang Baru 2 and SMK Seri Kembangan.
4
04
AEON ANNUAL REPORT 2006
The “ With All Our Hearts” Malaysian JUSCO
Foundation donated RM5,000 each to five
school libraries.
THE SECOND JUSCO STORE
OPENS IN THE NORTH
THE SECOND JUSCO STORE OPENS IN THE NORTH
The soft opening on 1 December 2006 of the new JUSCO Queensbay Store, the anchor tenant of Penang’s Queensbay Mall, saw
visitors from all over the island and the northern states coming in throngs. The Queensbay Mall is located along Persiaran Bayan
Indah, in Sungai Nibong, Bayan Lepas.
JUSCO Queensbay, AEON’s first store in Penang, was officially opened at a Grand Opening Ceremony by Y.A.B. Tan Sri Koh Tsu
Koon, the Chief Minister of Penang on 9 December 2006, marking AEON CO. (M) BHD.’s 15th JUSCO store in Malaysia.
Covering 255,000 square feet, the JUSCO Queensbay Store has a product mix specifically tailored to meet the needs of the
community. With four levels, Penangites are spoilt for choice and now have access to top-notch quality merchandise and JUSCO
in-house brands.
The JUSCO Supermarket is located on the Lower Ground Floor, along with the popular ARENA Restaurant and La Boheme bakery.
The JUSCO General Merchandise Store starts on the Ground Floor with the cosmetics department and ladies’ department. On
the 1st Floor are the men’s, men’s shoes & luggage, kids’ & babies’, sports and stationery departments, as well as Smart Wonder
World, the fun-themed amusement centre for the family. The JUSCO Home Centre and kitchen, dining and home appliances
departments are located on the 2nd Floor.
Y.A.B. Tan Sri Koh Tsu Koon officially
opens the JUSCO Queensbay Store.
Penangites now have greater
variety to choose from.
505
THE AEON SHOPPING
THE
AEON SHOPPING
EXPERIENCE
EXPERIENCE
COMES
TO
COMES
TO CHERAS
SELATAN
CHERAS
SELATAN
One-stop shopping convenience and entertainment came
closer to home for residents of Cheras Selatan, with the soft
opening of the AEON Cheras Selatan Shopping Centre on 6
The attractive new JUSCO Cheras Selatan
Supermarket received overwhelming
response from the local residence.
December 2006, marking AEON CO. (M) BHD.’s 13th shopping
centre and 16th JUSCO store in Malaysia.
At approximately 383,000 square feet in net lettable space, the
AEON Cheras Selatan Shopping Centre offers two levels of
shopping space that include the JUSCO General Merchandise
Store and Supermarket, JUSCO Home Centre, over 90 shops,
eateries and entertainment centres, and 1,500 parking bays.
There are 17 food outlets located along a “Restaurant Street”
on the Ground Floor, while the entertainment zone, including a
TGV cineplex and family karaoke centre, is on the first floor.
Y.B. Datuk Hj. Mohd. Shafie bin Hj. Adpal, Minister of Domestic
Trade and Consumer Affairs officiated the grand opening of
AEON Cheras Selatan Shopping Centre on 28 December 2006.
The highlight of the ceremony was the presentation of school
uniforms to a group of underprivileged children, in line with the
“With All Our Hearts” Malaysian JUSCO Foundation’s mission.
6
06
Customers enjoy a clean, bright, comfortable
shopping environment at the AEON Cheras
Selatan Shopping Centre.
JUSCO
TAMAN
UNIVERSITIUNIVERSITI
GETS A
JUSCO
TAMAN
BRAND
NEW LOOK
A BRAND
NEW LOOK
GETS
In line with AEON CO. (M) BHD.’s constant interior refurbishment of stores, to project a comtemporary image and to place greater
focus on commodity items, JUSCO Taman Universiti underwent a major face-lift. Starting from 21 July 2006, improvements were
carried out in stages to minimise inconvenience to customers and disruptions to the store’s operations.
The delicatessen and sushi sections now feature a new assortment of mouth-watering delicacies, while fish, meat and green leafy
vegetable sections were enhanced to accommodate the new ‘fresh from the farm’ concept. A new concept of health & beauty care
section was added, along with a new Baby World section (a one-stop centre for babies’ needs), a new men’s and ladies’ section for
branded products, as well as new items with attractive designs and colours at the bedding & interior section.
The entire renovation process was completed on 26 September 2006, bringing enhanced shopping and the best local store to the
customers in Taman Universiti and its surrounding communities.
The newly
renovated JUSCO
Taman Universiti
reflects AEON’s new
store concept.
BETTER
LOOKING
& BETTER VARIETY
BETTER
LOOKING
& BETTER
AT AT
JUSCO
MID VALLEY
JUSCO
MID VALLEY
VARIETY
Refurbishments were also carried out in stages at the JUSCO Mid Valley store in 2006, to enhance customers’ shopping convenience
and comfort.
Some of the Supermarket sections that were improved included the grocery, non-food, dairy & daily and meat sections. A new
delica island was added, and the non-halal section is now in the wine & liquor section. The new JUSCO Mid Valley Supermarket
re-opened on 6 October 2006.
The General Merchandise Store section has three new cosmetics counters, a new facial room and new sections for in-house labels
such as Arcadia, Crème and Cleef. The Smart Wonder World amusement park and the J CARD service area have been increased
in size, and a greater variety of labels and brands were added to the audio visual, home appliance, toys, kitchen and dining
sections.
In addition, the furniture, sports, travel goods, men’s and men’s shoes departments and the Jeans Studio were also renovated and
re-opened on 20 October 2006.
Bigger, brighter and better...
JUSCO Mid Valley’s enhanced
shopping experience.
707
D’HATI
(formerly known as J-One)
D’HATI
(formerly known as J-One)
OPENS
IN PEARL
SHOPPING
MALL
OPENS
IN PEARL
POINTPOINT
SHOPPING
MALL
Following the success of the first PASAR RAYA D’HATI (formerly known as J-One) supermarket in Damansara Damai, AEON CO.
(M) BHD. opened a second PASAR RAYA D’HATI supermarket outlet in Pearl Point Shopping Mall on 7 July 2006.
The PASAR RAYA D’HATI Pearl Point supermarket covers almost 3,000 square metres and is the anchor tenant of the Pearl Point
Shopping Mall in Jalan Kelang Lama, Kuala Lumpur. It provides residents of the surrounding communities a convenient shopping
destination for their daily needs, with a refreshing, impressive assortment of merchandise to choose from. Customers have a
choice of affordable, quality goods, including fresh meats, vegetables, toiletries, household goods and stationery, and the comfort
to shop in a bright, hygienic environment.
The Managing Director and
Chairman of AEON give the fresh
vegetables their thumbs up.
The shelves are brimming with a
wide variety of quality products at
reasonable prices.
D’HATI - A NEW NAME FOR
D’HATI
NEW NAME FOR THE FUTURE
THE- AFUTURE
To further strengthen and build a long-term relationship with its valued customers, the Company invited its customers to
participate in suggesting a new name for J One Supermarket. Of all the contest entries received, D’HATI, a meaningful new name
conceived by one of its customers, won the hearts of the judges unanimously.
On 26 January 2007, the name Pasar Raya JUSCO J-One was officially changed to PASAR RAYA D’HATI to mark the Company’s
business direction of making our new concept supermarket more localised and to be the best local supermarket.
The new name proudly displayed at
the main entrance of PASAR RAYA
D’HATI.
Datuk Tan Aik Hong (M.D. of Aik Bee Resources Bhd.),
Dato’ Abdullah (Chairman of AEON CO.(M) BHD.) and
Mr. Nagahisa Oyama (Managing Director of AEON
CO. (M) BHD.) at the official launch of the new D’HATI
name.
The new D’HATI sign welcomes
customers to the Pearl Point
Shopping Mall.
The new PASAR RAYA D’HATI supermarkat is a
prominent presence in Damansara Damai.
08
8
GREATER CHOICE, QUALITY AND
VALUE-FOR-MONEY
GREATER CHOICE, QUALITY AND VALUE-FOR-MONEY
One of the ways that AEON contributes to Malaysia is the development of in-house brands using locally-sourced merchandise,
such as JUSCO SELECTION, which offers quality and value-for-money products. Over the past year, the label has expanded to
include essential products in 3 major categories.
1. JUSCO SELECTION Quality and Value focuses on daily needs such as household staples, groceries and frequent-purchase items,
like rice, flour, sweetened creamer and toilet paper. These are items in which branding is less important than price, assortment
and quality.
2. JUSCO SELECTION Organic Vegetables cater to the increasingly health-conscious public. These organic products are grown and
processed without using chemicals and pesticides.
3. JUSCO SELECTION Premium covers Home Fashion and Premium Food products. Home Fashion merchandise focuses on
contemporary living products, including bedding and home furnishing. The food items include frozen pizzas, gourmet sausages,
pastas, 100% fruit juices and concentrates, and are of higher quality in terms of ingredients, taste, originality and packaging.
The top ten most popular JUSCO SELECTION products, in terms of sales, are the basic commodities such as food and
non-food items.
JUSCO SELECTION Super Local Rice 15% is the best selling rice
JUSCO SELECTION Concentrates are concentrated fruit juices
brand, thanks to the price factor and consistent high quality.
which are popular for both formal and informal occasions. They
have natural, rich fruity flavours and are simple to make.
JUSCO SELECTION Premium Pizza, Jumbo Chicken Cocktail
Sausages and German Sausages offer a “ready meal solution”
JUSCO SELECTION Sweetened Creamer is a basic ingredient
for busy customers, an idea inspired by ÆON’s TopValu brand
of “teh tarik”, a popular malaysian beverage.
from Japan. They have become some of the best sellers in the
frozen food category. JUSCO SELECTION food items appeal
especially to health-conscious shoppers as they contain no MSG,
no added sugar, artificial preservatives or colouring.
JUSCO SELECTION Mineral/Distilled Water is produced from
an underground water source in Taiping, Perak, and undergoes
a stringent process of distillation and filtration.
JUSCO SELECTION Fabric Softeners are the first in the market
to have anti-bacterial properties. The 2 fragrances available are
floral and ocean breeze, and the anti-bacterial function prevents
clothes which are soaked overnight from unwanted odours.
Rounding off the top ten is the JUSCO SELECTION Toilet
Rolls. The material used has been upgraded from recycled paper
to 100% pulp, which offers better quality and distinguishable
softness.
909
GREENING THE ENVIRONMENT:
GREENING
THE ENVIRONMENT:
AN AEON
INITIATIVE AN AEON INITIATIVE
Tree planting ceremonies have traditionally been carried out
by AEON CO. (M) BHD. as an official ceremony to mark the
opening of each AEON Shopping Centre in Malaysia.
These efforts are partly sponsored by the AEON Environment
Foundation and the “AEON 1% Club” as part of ÆON Co.
Ltd. of Japan’s global reforestation programme.
In 2006, AEON commemorated the openings of its 12th and
13th Shopping Centres in Taman Equine and Cheras Selatan
respectively by carrying out Tree Planting Ceremonies.
The AEON Taman Equine Shopping Centre’s tree planting
species. The event was officiated by YB Dato’ Hajah Azizah bt
ceremony on 27 June 2006 saw 4000 saplings being
Datuk S.P. Haji Mohd Dun, the Deputy Minister of Housing
planted by 800 participants from local authorities, students
and Local Government.
from nearby schools, residents associations, NGOs such
The purpose of AEON’s tree planting programme is to raise
as The Organisation for Industrial, Spiritual and Cultural
awareness amongst the community towards AEON’s mission
Advancement - International (OISCA) and Malaysia Landscape
of greening the environment for future generations and to
Industry Association (SILARA), JUSCO’s suppliers and tenants,
assert the importance of preserving and protecting nature.
J CARD Members and JUSCO staff members. The guest of
honour was YB Dato’ Ramli bin Mahmud, State Secretary of
With the public’s participation, the younger generation will
Selangor.
be better exposed to such environmental issues, and these
activities will help to foster better relationships between JUSCO
For AEON Cheras Selatan Shopping Centre’s tree planting
and local residents, who are our current and future customers.
ceremony, around 1,000 enthusiastic nature lovers turned up
on 4 November 2006 to help plant 4,000 saplings of various
Dato’ Abdullah and YB Dato’ Ramli bin
Mahmud lead the greening of AEON
Taman Equine Shopping Centre.
YB Dato’ Hajah Azizah, Dato’ Abdullah and
AEON Management planting trees around
AEON Cheras Selatan Shopping Centre.
10
AEON WOODLAND AT PAYA INDAH
AEON
WOODLAND AT PAYA INDAHTO
WETLANDS
WETLANDSCONTINUES
THRIVE
20TH ANNIVERSARY TREE PLANTING PROGRESS
CONTINUES TO THRIVE
On 15 September 2004, AEON CO. (M) BHD. held a special tree planting ceremony at the Paya Indah Wetlands in Dengkil, Selangor,
to commemorate AEON’s 20 years in Malaysia. The volunteers included AEON staffs, invited customers, business associates and 1000
volunteers from Japan.
This event was sponsored by the AEON Environment Foundation of Japan, which has sponsored the planting of over 5 million trees
around the world.
Representatives of the Foundation have paid regular visits to this site, called the Malaysia-Japan Friendship Forest, AEON Woodland
to review the progress of the area. It is now a beautiful tract of thriving greenery.
Year 2004
Year 2007
11
THE “WITH ALL OUR HEARTS”
THE “WITH ALL OUR HEARTS” CHARITY
CHARITY
GALA DINNER 2006
GALA
DINNER 2006
The annual Charity Gala Dinner is the highlight and major fund-raising activity for the ‘With All Our Hearts’ Malaysian JUSCO
Foundation. It is supported by generous donations from AEON’s numerous suppliers and business associates, who attended the
dinner.
This year’s event, which was held at the Grand Ballroom of the prestigious Sunway Lagoon Resort Hotel on 23 November 2006, was
billed “a night of stars”. Indeed, the night’s entertainment began with a special parody of international ‘celebrities’, such as Elvis,
Madonna and Michael Jackson.
The guest of honour was Dato’ Abdullah bin Mohd Yusof, the Chairman of AEON CO. (M) BHD. Malaysia’s pop princess and
ambassador of the Malaysian JUSCO Foundation, Datuk Siti Nurhaliza, entertained guests with some of her latest hits. Lending strong
support were Singapore’s “king of comedy” Moe Alkaff and local entertainer Leonard Tan.
Proceeds from the evening went towards the purchase of a new Toyota Hiace 2.7 High Roof Window Van for Rumah K.I.D.S. (Rumah
Kanak-kanak Ini Disayangi) to replace the old one, which had been destroyed in a fire.
A spectacular night of stars,
for a worthy cause.
DATUK SITI NURHALIZA SINGS FOR
DATUK SITI NURHALIZA SINGS FOR THE
THE UNDERPRIVILEGED
UNDERPRIVILEGED
Fortunate shoppers and tenants were entertained to a special presentation by Datuk Siti Nurhaliza at the AEON Taman Equine
Shopping Centre on 17 April 2006 and at the Alpha Angle Shopping Centre, JUSCO Wangsa Maju, on 9 July 2006. Appearing in
her capacity as the ambassador of the “With All Our Hearts” Malaysian JUSCO Foundation, Datuk Siti Nurhaliza sang some of her
popular hits for the excited crowd. In the meantime, she appealed to the audience to donate generously to the various charities
and needy individuals supported by the Foundation. Datuk Siti Nurhaliza also made a similar appearance at the JUSCO Bukit Raja
Shopping Centre on 25 June 2006 for an official handover of donations worth a total of RM18,226.14 to various charities.
...and at JUSCO Wangsa Maju.
Datuk Siti Nurhaliza at JUSCO Bukit Raja...
...at JUSCO Taman Equine...
12
CONTRIBUTIONS
THE COMMUNITY
CONTRIBUTIONS
TO THETO
COMMUNITY
‘GOTONG-ROYONG
‘GOTONG-ROYONG
BERSAMA
MASYARAKAT’
BERSAMA
MASYARAKAT’
HELPING
HAND
FOR
AAHELPING
HAND
FOR THE
FLOOD
VICTIMSVICTIMS
THE FLOOD
During the year 2006, staff members from each JUSCO store
AEON CO. (M) BHD. donated more than RM50,000 worth of
throughout Malaysia put aside some personal time to carry
food to help the victims of the recent devastating floods in
out ‘gotong-royong’ activities at orphanages, schools and
Johor and Melaka. Between 21 and 23 December 2006, AEON
religious organisations near their respective store. These
distributed 1,400 packs of (10kg) rice, 4,224 tins of sardines,
activities included painting and cleaning up the compound,
2,820 packets of crackers and 4,260 bottles of mineral water
repairing electrical wiring and lights, as well as donations of
to evacuees in Batu Pahat and Pontian Kecil.
much-needed necessities. AEON CO. (M) BHD.’s Corporate
Affairs
Department
organised
these
“Gotong-Royong
Bersama Masyarakat Tempatan (Community Service with
Local Communities)” activities in line with the Company’s
About 75 AEON CO. (M) BHD. staff members who were
affected
by
the
flood
were
given
unrecorded
and
compassionate leave and food aid was provided to them and
their families as well.
efforts to reach out to the surrounding communities.
On 24 January 2007, 250 volunteers from AEON CO. (M)
BHD. came together to help in a big 2-day clean-up effort in
Tebrau, Johor Bahru.
JUSCO Store staff members giving
their best to reach out to the local
communities.
AID FOR EARTHQUAKE
Delivering the much-needed
food and water to the flood
victims.
ORPHANS GIVEN A HEAD
AID FOR EARTHQUAKE
VICTIMS
YOGYAKARTA
VICTIMS
IN IN
YOGYAKARTA
ORPHANS GIVEN A HEAD
START
SCHOOL
START
ATAT
SCHOOL
On Saturday, 27 May 2006, a damaging earthquake of
AEON, through the Malaysian JUSCO Foundation, launched
magnitude 5.8 on the Richter Scale hit Yogyakarta in Central
an
Java, Indonesia. In response, AEON CO. (M) BHD. collected
Sambil Menderma” (Donate as you Buy). JUSCO customers
a total of RM36,425 through a donation drive from 2 – 25
who purchased school uniforms at the “Back To School”
June 2006. The “With All Our Hearts” Malaysian JUSCO
promotion (from 1 to 21 December 2006) were asked to
Foundation added another RM36,425, which were presented
place the price tags into special boxes provided. The Malaysian
to the Embassy of Indonesia on 29 June 2006.
JUSCO Foundation then donated 1% of the total sales to 16
innovative
outreach
programme
called
“Membeli
orphanages around the country, to help them buy school
uniforms for the 2007 school year.
Presenting the cheque to the Indonesian
ambassador for the earthquake victims.
Every child deserves the opportunity
to get a good education.
13
HUMAN
RESOURCE
MANAGEMENT
HUMAN
RESOURCE
MANAGEMENT
IMPROVING
QUALITY
OFSTAFF
OURWITH
STAFF
WITH OUM
IMPROVING
THETHE
QUALITY
OF OUR
OUM
On 4 August 2006, AEON CO. (M) BHD. signed a
Memorandum of Understanding with OUM (Open University
Malaysia) for the Executive Diploma (in Trade Management,
Human Resource Management and Retailing) Programme.
AEON was represented by the Managing Director, Mr.
Nagahisa Oyama and OUM was represented by Prof. Tan Sri
Dato’ Anuwar Ali. A welcome ceremony was also held for the
first batch of 69 students.
On 18 December 2006, 31 AEON staff members were awarded
their Diploma in Management (Retailing) at OUM’s 3rd
Convocation ceremony, held at the PWTC’s Dewan Merdeka.
The 24 apprentice and 7 international staff members received
their Diplomas from the Pro Chancellor, Tan Sri Dato’ Azman
Hashim.
Graduates of the 3rd OUM Convocation
with their well-earned diplomas.
JAPAN TRAINEE
JAPAN
TRAINEE PROGRAMME
PROGRAMME
The 5th batch of trainees who successfully completed the
Japan Trainee Programme returned to Malaysia on 17 January
2007. They are now all holding positions as leaders in their
respective stores nationwide.
The Japan Trainee Programme is designed to help selected
leaders prepare for the ever-changing retail environment, by
exposing them to overseas working conditions. One of the vital
ways to enhance their knowledge and skills in retailing is by
giving them some experience in ÆON Japan. This programme
also teaches them to be independent, in preparation for their
future roles as leaders in the Company.
THE JUSCO BUSINESS
THE
JUSCO BUSINESS SCHOOL
SCHOOL
The JUSCO Business School is an intensive course for the
benefit of merchandisers, store managers and deputy store
managers organised by AEON. To celebrate the successful
completion of the course, a special closing ceremony was held
on 22 September 2006.
Participants of the 2006
JUSCO Business School.
AIDLEADER
FOR EARTHQUAKE
NEW
DEVELOPMENT
VICTIMS IN YOGYAKARTA
PROGRAMME
ORPHANS
GIVEN
A HEAD
TEAM
BUILDING
FOR THE
START AT SCHOOL
FUTURE
To train and develop new leaders from within the Company,
AEON CO. (M) BHD. has created a New Leader Development
Programme (NLDP). The graduation ceremony for the 2nd
batch of participants was held on 12 December 2006,
attended by AEON CO. (M) BHD. Executive Director, Mr.
Masato Yokoyama. Participants were asked to present a
project that applied all the skills and knowledge they gained
during the one-year course.
AEON CO. (M) BHD. organised a number of team-building
activities throughout the year to develop attitudes, motivation
and unity within the Company. Some of the programmes
organised were the Teaming Up Ceremony for JUSCO Taman
Equine staff on 24 May 2006, and a “Teaming Up Camp”
for D’HATI (formerly known as J-One) Pearl Point staff from
1 – 3 June 2006, followed by a “Teaming Up Ceremony” on
13 June 2006. Team-building Programmes were also held for
Blue Wave supervisors and assistant supervisors at Kem Bina
Semangat Yayasan Selangor from 24 – 26 July 2006 and for Blue
Wave team members at Fraser’s Hill from 1 – 3 August 2006.
The programme has already showed some success as 30 out
of the 50 participants have already been promoted to higher
positions in the Company.
AEON is committed towards developing
leaders from within the company.
14
Teamwork is all about harmony and
attitudes.
Our Principle
ANAN
INTRODUCTION
INTRODUCTION
TOTO
ÆON
ÆON
AEON CO. (M) BHD. is a leading retailer in Malaysia with a total
revenue of RM1.94 billion (10 months) in the financial period
under review. The Company was incorporated on 15 September
1984. AEON CO. (M) BHD. was set up in response to the Malaysian
Government’s invitation to ÆON Japan to help modernise the
retailing industry in Malaysia. The ‘JUSCO’ name today is well
established among Malaysians as well as foreigners, especially
due to its association with the international ÆON group of
companies. AEON has established itself as a leading chain of
General Merchandise Stores. AEON’s constant interior
refurbishment of stores to project an image designed to satisfy
the ever changing needs and desires of consumers is clear
evidence of this. The Company’s performance has been further
enhanced by the management’s acute understanding of target
market needs and the provision of a correct product-mix. AEON’s
stores are mostly situated in suburban residential areas, catering
to the vast middle income group.
The ÆON group of companies consists of ÆON Co., Ltd., and
more than 150 consolidated subsidiaries and affiliated companies.
In addition to its core General Merchandise Stores (GMS) plus its
supermarket and convenience store operations, ÆON is also active
in specialty store operations and shopping centre development,
operations, credit card business and services. The ÆON group of
companies is an integrated Japanese retailer and is active not only
in Japan but also in Southeast Asia, China and North America.
regardless of how times may have changed, we strive to
serve the ‘Customer First’. We are always mindful of the
three keywords which make up the essence and character
of the retail industry and must be considered in any
development: ‘peace’, ‘people’ and ‘community’. Ours is
a person-to-person business and our existence is deeply
intertwined with the people of the regions and societies in
which we serve. These precepts remain the same wherever
we do business, where we act as a contributing member of
the local community.
Our Strategy
is to establish a solid competitive position and achieve
continuous growth. Two key components underlying this
strategy are:
• Accelerating Shopping Centre Development. We are
channeling our resources towards developing attractive,
integrated commercial facilities which our customers
can fully enjoy, such as regional shopping centres and
community shopping centres. This segment also involves
leasing shopping space and facilities to tenants.
• Aggressive Pursuit of GMS Stores and Supermarkets.
Our General Merchandise Stores (GMS), which combine
supermarkets and departmental stores under one roof,
operate as full-line retailers. Products offered range from
food and other daily necessities, apparel and household
goods. As for our supermarkets, we strive to offer our
customers a refreshing “shop with convenience and
comfort” atmosphere.
Our Goal
is to operate as an “international-scale retailing group”,
recognised for excellence not only in Japan, but also
in other nations. The international recognition we are
working to achieve is not one which can be measured
merely in quantifiable terms of size, growth and
profitability. We hope to be competitive at the global
level in intangible aspects such as customer satisfaction
and corporate citizenship. We are dedicated to the
idea of “quality management” to further enhance our
capabilities.
At all times, in every market, ÆON’s activities are guided by the
unchanging ‘Customer First’ philosophy. Its aim is to surpass
expectations by combining excellent products with unique personal
services that enhance the shopping experience to make customers
smile every time they shop.
A healthy environment is key to
our success in a community.
Our “Customer First” policy begins
with our retail staff.
15
CORPORATE INFORMATION AND
CORPORATE
INFORMATION AND DIRECTORY
DIRECTORY
Board of Directors
• Dato’ Abdullah bin Mohd Yusof (Chairman)
• Mr. Toshiji Tokiwa
• Mr. Tatsuichi Yamaguchi
• Mr. Nagahisa Oyama
• Mr. Masato Yokoyama
• Datuk Ramli bin Ibrahim
• Brig. Jen. (B) Dato’ Mohd Idris bin Saman
• Datuk Zawawi bin Mahmuddin
• Dato’ Chew Kong Seng
Secretaries
• Tai Yit Chan (MAICSA 7009143)
• Saw Bee Lean (MAICSA 0793472)
Registered Office and Head Office
3rd Floor, JUSCO Taman Maluri Shopping Centre,
Jalan Jejaka, Taman Maluri,
Cheras, 55100, Kuala Lumpur.
Tel: 03-9207 2005 Fax: 03-9207 2006 / 2007
Auditors
KPMG Desa Megat & Co. (AF0759)
Chartered Accountants,
Wisma KPMG,
Jalan Dungun, Damansara Heights,
50490 Kuala Lumpur.
Registrars
Tenaga Koperat Sdn. Bhd. (118401-V)
20th Floor, Plaza Permata,
Jalan Kampar, Off Jalan Tun Razak,
50400 Kuala Lumpur.
Tel: 03-4041 6522 Fax: 03-4042 6352
16
Stock Exchange Listing
The Company is a public listed
company, incorporated and
domiciled in Malaysia and listed
on the Main Board of the
Bursa Malaysia Securities Berhad.
Homepage
http://www.jusco.com.my
Principal Bankers
• Bank of Tokyo-Mitsubishi UFJ
(Malaysia) Berhad (302316-U)
• Malayan Banking Berhad (3813-K)
• CIMB Bank Berhad (13491-P)
(formerly known as Bumiputra
Commerce Bank Berhad)
CORPORATE
CORPORATE
CALENDAR
CALENDAR
Notice of Annual General Meeting 31 May 2006
Annual General Meeting
22 June 2006
Payment of Dividend
Book Closure – 4 July 2006
Payment – 20 July 2006
Quarterly Results Announcement
1st Quarter – 21 April 2006
2nd Quarter – 10 August 2006
3rd Quarter – 7 November 2006
4th Quarter – 15 February 2007
6.00
1,500
-
0.00
02/03
Mar
Apr
2,000
03/04
04/05
05/06
Financial Year
May
Jun
1,962.4
1,941.4
1,000
(10 months)
2006
Jul
Aug
Sept
-
..........................................................
..........................................................
...................
...................
................................
................................
..................................................
..................................................
.....................
.....................
.....................................................
7.00
Oct
60.5
02/03
63.6
03/04
Nov
04/05
...............................
...............................
................................................................................................................................. .
................................................................................................................................. .
Stock Code: 6599
.....................................................
................................
................................
..............................
..............................
SHARE PRICE
Stock Name: AEON
2006
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
High (RM)
6.20
6.15
6.10
6.05
5.95
5.90
5.85
6.00
7.15
7.20
Low (RM)
6.00
5.90
5.65
5.70
5.55
5.75
5.75
5.65
6.05
6.95
Volume (‘000)
1562
1654
1232
485
2587
1604
5320
2589
1869
2103
RM
Vol ('000)
8.00
6000
5000
5.00
4000
4.00
3000
3.00
2000
2.00
1.00
1000
Dec
0
REVENUE
PROFIT ATTRIBUTABLE
TO SHAREHOLDERS
RM million
RM million
120
1,784.6
103.2
100
1,523.8
1,368.3
80
64.2
73.2
60
40
500
20
Financial Year
05/06
(10 months)
2006
17
FIVE YEARS FINANCIAL
FIVE
YEARS FINANCIAL HIGHLIGHTS
HIGHLIGHTS
INCOME STATEMENT
Revenue
Retailing
Property Management Services
Profit before tax
Profit after tax
Net dividend
BALANCE SHEET
Assets
Property, plant and equipment
Prepaid lease payments
Investment
Current assets
Total assets
Equity
Share capital
Revaluation reserve
Share Premium
Retained earnings
Total equity attributable to
shareholder of the Company
Liabilities
Deferred tax liabilities
Current liabilities
Total equity and liabilities
STATISTICS
Net earnings/(loss) per share (sen)
Gross dividend per share (%)
Net assets per share (RM)
31.12.2006
RM'000
28.2.2006
RM'000
28.2.2005
RM'000
29.2.2004
RM'000
28.2.2003
RM'000
1,941,431
1,962,445
1,784,564
1,523,781
1,368,268
1,763,283
1,807,753
1,648,475
1,406,242
1,262,851
178,148
154,692
136,089
117,539
105,417
140,741
112,198
99,010
96,288
90,833
103,246
73,204
64,247
63,588
60,545
20,498
18,954
15,163
12,636
12,636
942,252
845,248
628,950
575,673
488,123
125,808
124,573
125,950
110,406
71,884
1,075
1,075
175
175
175
369,238
240,596
259,771
266,115
226,703
1,438,373
1,211,492
1,014,846
952,369
786,885
175,500
175,500
175,500
87,750
87,750
33,217
33,648
34,165
34,682
35,199
20,609
476,817
20,609
392,094
20,609
333,536
108,488
281,408
108,488
229,939
706,143
621,851
563,810
512,328
461,376
29,113
29,281
24,429
24,322
20,523
703,117
560,360
426,607
415,719
304,986
1,438,373
1,211,492
1,014,846
952,369
786,885
58.8
41.7
36.6
*36.2
*34.5
16
15
12
20
20
4.02
3.54
3.21
5.84
5.25
Note: The leasehold land has been reclassified from property, plant and equipment to prepaid lease payments during
the financial period is accordance with FRS 117, Leases. Comparative figures have been restated accordingly.
* Earnings per share has been calculated based on the number of ordinary shares of 175,500,000. Comparative
earnings per share information has been restated after adjusting for the bonus issue undertaken by the Company.
18
BOARD
OF DIRECTORS
BOARD
OF DIRECTORS
(Seated from left to right)
(Standing from left to right)
Mr. Nagahisa Oyama
Managing Director
Mr. Masato Yokoyama
Executive Director
Dato’ Abdullah bin Mohd Yusof
Non-Independent Non-Executive
Chairman
Brig. Jen. (B) Dato’ Mohd Idris bin Saman
Independent Non-Executive Director
Mr. Toshiji Tokiwa
Non-Independent Non-Executive
Vice Chairman
Datuk Ramli bin Ibrahim
Non-Independent Non-Executive Director
Dato’ Chew Kong Seng
Datuk Zawawi bin Mahmuddin
Mr. Tatsuichi Yamaguchi
Non-Independent Non-Executive Director
19
DIRECTORS’
PROFILES
DIRECTORS’
PROFILES
Dato’ Abdullah bin Mohd Yusof (67),
(Malaysian) Non-Independent Non-Executive Chairman
Dato’ Abdullah bin Mohd Yusof was appointed the Chairman of AEON CO. (M) BHD. on 26
October 1984. He holds a Bachelor of Law (Honours) from University of Singapore, which he
obtained in 1968. He has more than thirty (30) years of experience as an Advocate & Solicitor.
He started his career with Skrine & Co., as a Legal Assistant in 1968 before starting his own
partnership under the name of Tunku Zuhri Manan & Abdullah, Advocates & Solicitors in 1969
and subsequently renamed the law firm to Abdullah & Zainuddin, Advocates and Solicitors. He
sits on the Board of Directors of MMC Corporation Berhad, Zelan Berhad (formerly known as
Tronoh Consolidated Malaysia Berhad) and Tradewinds Corporation Berhad, all of which are
companies listed on Bursa Malaysia Securities Berhad. He also sits on the Board of Directors of
several private limited companies. He is a member of the Remuneration & Nomination Committee
of the Board. Dato’ Abdullah bin Mohd Yusof has attended all the four (4) Board meetings held
in the financial period. He holds 268,000 ordinary shares directly in the Company and 1,411,000
ordinary shares indirectly in the Company.
Mr. Toshiji Tokiwa (67),
(Japanese) Non-Independent Non-Executive Vice Chairman
Mr. Toshiji Tokiwa was appointed the Non-Executive Vice Chairman of AEON CO. (M) BHD. on
16 June 2000. He holds a Bachelor of Law Degree from Keio University, Japan, which he obtained
in 1963. He joined the Dai-Ichi Kangyo Bank Ltd. (formerly known as Dai-Ichi Bank Ltd.), Japan in
1963 as a Management Trainee. In 1992, he was promoted to the position of Director and General
Manager of the International Treasury Division of the Dai-Ichi Kangyo Bank Ltd. (formerly known as
Dai-Ichi Bank Ltd.), and in 1994 seconded to assume the same position at the New York Branch of
Dai-Ichi Kangyo Bank Ltd. (formerly known as Dai-Ichi Bank Ltd.), New York, USA. Subsequently, he
was the Senior Managing Director of Dai-Ichi Kangyo Bank Ltd. (formerly known as Dai-Ichi Bank
Ltd.), from 1995 to 1996. He joined Chuo Real Estate Co., Ltd., a company principally involved in
the leasing and management of office buildings, as the President in 1996 and in 1997 he joined
Hibiya Co., Ltd. , as the President. He was also a Non-Executive Corporate Auditor of Fujitsu General
Co. Ltd. from 1997 to 2000. In 2000, he joined ÆON Co., Ltd., as Chairman and in 2003 he
was appointed Director and Chairman of the Board of Directors of ÆON Co., Ltd. In 2006 he
was appointed and presently holds the position of Corporate Advisor of ÆON Co., Ltd. Mr. Toshiji
Tokiwa has attended all the four (4) Board meetings held in the financial period. He does not hold
any shares in the Company.
Mr. Tatsuichi Yamaguchi (61),
(Japanese) Non-Independent Non-Executive Director
Mr. Tatsuichi Yamaguchi was appointed Non-Executive Director of AEON CO. (M) BHD. on 23 July 2003.
He holds a Degree in Management from Meiji University, Japan, which he obtained in 1969. He joined
ÆON Co., Ltd., in 1969 and was promoted as the Store Manager of Toyohashi Store, Japan, in 1980. In
1986 he was seconded to Kornhill Store of JUSCO Stores (Hong Kong) Co., Ltd., where he was appointed
as the Deputy Store Manager, and subsequently appointed as the Director and the Managing Director of
JUSCO Stores (Hong Kong) Co., Ltd., in 1988 and 1990 respectively. He was appointed as the Director
of ÆON Co., Ltd., in 1996, and the Director & General Manager (Apparel) Merchandising Division in
1997. In 2000, he assumed the position of Director & General Manager, Chubu Regional Company, and
the Senior Vice President, Asia Operations, ÆON Co., Ltd. in 2003. In 2005 he assumed the position of
Executive Vice President, Asia Operations, and currently holds the position of Corporate Advisor of ÆON
Co., Ltd since 2006. Mr. Tatsuichi Yamaguchi is also the Chairman of the Nomination and Remuneration
Committees of the Board. Mr. Tatsuichi Yamaguchi has attended all four (4) Board meetings held in the
financial period. He does not hold any shares in the Company.
Note: Save as disclosed in this annual report, all the Directors mentioned on pages 20 to 22 have no conflicts of interest with AEON CO. (M) BHD. or any family relationship with any Director and/or substantial
shareholder nor have they any convictions for offences within the past 10 years, except for traffic summons, if any.
20
Mr. Nagahisa Oyama (52),
(Japanese) Managing Director
Mr. Nagahisa Oyama was appointed the Managing Director of AEON CO. (M) BHD. on 22 June
2005. He holds a Bachelor's Degree in Business Management from Kinki University, Japan, which
he obtained in 1977. He joined ÆON Co., Ltd. in 1977 as a Management Trainee and was
promoted to be Softline Merchandiser in 1980. He was seconded to Siam Jusco, Thailand to set
up the GMS Merchandising Division. Following his appointment at Siam Jusco, Thailand, from
1989 to 1991, he was promoted to become the General Manager of Tonami Regional Shopping
Centre in 1991. Mr. Oyama was next appointed as the General Manager of Kaga Regional
Shopping Centre in 1996. He served as General Manager of Kochi Regional Shopping Centre
from 2000 to 2002. In 2002, he was promoted to become the Regional General Manager of
Higashi Mikawa and Shizuoka Prefecture, Japan, where he was in-charge of the overall planning,
opening and operations of three (3) new Regional Shopping Centres and the operations of seven
(7) existing Regional Shopping Centres in the Shizuoka Prefecture. Mr. Nagahisa Oyama has
attended all the four (4) Board meetings held in the financial period. He does not hold any shares
in the Company.
Mr. Masato Yokoyama (54),
(Japanese) Executive Director
Mr. Masato Yokoyama was appointed Executive Director of AEON CO. (M) BHD. on 26 October
2001. He holds a Bachelor of Arts in Commerce from Waseda University in Japan, which he
obtained in 1976. He joined ÆON Co., Ltd. in 1976 and was the Store Manager of Ishioka Store
prior to his secondment to AEON CO. (M) BHD. in 1993. Mr. Yokoyama held the position of
Store Manager of JUSCO Taman Maluri from 1993 to 1998. He was promoted to become the
Senior Softline Merchandising Manager from 1998 to 1999 and the Senior Operations Manager
from 1999 to 2000. Currently, Mr. Masato Yokoyama is the Executive Director in charge of the
overall Operations of the Company. Mr. Masato Yokoyama has attended all the four (4) Board
meetings held in the financial period. He holds 30,000 ordinary shares directly in the Company.
Datuk Ramli bin Ibrahim (66),
(Malaysian) Non-Independent Non-Executive Director
Datuk Ramli bin Ibrahim was appointed Non-Executive Director of AEON CO. (M) BHD. on 20
August 1996. He is a member of the Malaysian Institute of Accountants and a Fellow of the
Australian Institute of Chartered Accoutants. He was attached to KPMG Peat Marwick (“KPMG”)
(now know as KPMG) in Australia, United Kingdom and Malaysia from 1959 to 1995. He was
appointed a Partner of KPMG Malaysia in 1971. In 1989, he was made the first bumiputera
Senior Partner of KPMG Malaysia. He also served on the Boards of KPMG International and
KPMG Asia Pacific from 1990 to 1995. He retired from KPMG Malaysia in 1995. From December
1995 to December 2000, he served as the Executive Chairman of Kuala Lumpur Options &
Financial Futures Exchange Berhad. Currently, he sits on the Board of Directors of Ranhill Berhad,
Measat Global Berhad, BCT Technology Berhad and several other unlisted public and private
limited companies including HSBC Bank Malaysia Berhad and Yayasan Tuanku Syed Sirajuddin.
He is also a member of the Audit and Remuneration Committees of the Board. Datuk Ramli
bin Ibrahim has attended all the four (4) Board meetings held in the financial period. He holds
280,000 ordinary shares indirectly in the Company.
21
Brig. Jen. (B) Dato’ Mohd Idris bin Saman (62),
(Malaysian) Independent Non-Executive Director
Brig. Jen. (B) Dato’ Mohd Idris bin Saman was appointed Non-Executive Director of AEON CO.
(M) BHD. on 16 June 2000. He holds a Post Graduate Diploma in Management Studies from
the Slough College, United Kingdom which he obtained in 1980. He was a graduate of the Air
Command & Staff College, Maxwell, USA and the Armed Forces Defence College, Kuala Lumpur.
He joined the Royal Malaysian Air Force as a Pilot Officer and served the Royal Malaysian Air
Force for thirty-five (35) years, in various executive positions within its Logistic Branch. He retired
from the Royal Malaysian Air Force in 2000 as Assistant Chief of the Air Force (Material). He is a
Director of Affin Fund Management Sdn. Bhd. He is also a Fellow of the Malaysian Institute of
Logistics. Dato’ Mohd Idris bin Saman is a member of the Audit and Nomination Committees of
the Board. Dato’ Mohd Idris bin Saman has attended all the four (4) Board meetings held in the
financial period. He does not hold any shares in the Company.
Datuk Zawawi bin Mahmuddin (61),
Datuk Zawawi bin Mahmuddin was appointed Non-Executive Director of AEON CO. (M) BHD. on
23 July 2001. He holds a Bachelor of Arts (Honours) Degree from the University of Malaya, which
he obtained in 1968. Datuk Zawawi joined the Administrative and Diplomatic Service and began
his career as an Administrative Officer in the Ministry of Transport in 1968. From 1970 to 1975
he served as private secretary to the Deputy Prime Minister and thereafter held various positions
in the Cabinet Secretariat of the Prime Minister’s Department from 1975 to 1990. His subsequent
appointments were as follows:- Federal Secretary in Sarawak (1990 – 1992), Deputy Secretary
General 1, Ministry of Home Affairs (1992 – 1994), Secretary General, Ministry of Information
(1994 – 2000). Datuk Zawawi was formerly on the Board of Syarikat Explosive Malaysia Sdn. Bhd.
(SME), National Film Development Corporation (FINAS), Governing Council, Bernama and Sukom
Ninety Eight Bhd. Besides being Chairman of Northport Distripark Sdn. Bhd., he also sits on the
Board of a few private limited companies. He is also a member of the Nomination Committee of
the Board. Datuk Zawawi bin Mahmuddin has attended all the four (4) Board meetings held in
the financial period. He does not hold any shares in the Company.
Dato’ Chew Kong Seng (69),
Dato’ Chew Kong Seng was appointed Non Executive Director of AEON CO. (M) BHD. on 23 July
2001. He is a Fellow of the Institute of Chartered Accountants in England and Wales, a Member of
the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants.
He was a tax officer in the Inland Revenue Department in the United Kingdom and then joined Stoy
Hayward & Co. in the United Kingdom from 1964 to 1970. He returned to Malaysia and joined
Turquand Young & Co. (now known as Ernst & Young) and was subsequently transferred to Sarawak
office as Manager in-charge and later as Partner in-charge. He was appointed as the Managing
Partner of Ernst & Young from 1990 to 1996. Currently, Dato’ Chew Kong Seng is a Director and
Audit Committee Chairman of Petronas Dagangan Berhad, Industrial Concrete Products Bhd, PBA
Holdings Berhad and Bank of America Malaysia Berhad, as well as a Director and a member of
the Audit Committee of Petronas Gas Berhad and GuocoLand (Malaysia) Berhad (formerly known
as Hong Leong Properties Berhad). He is also a Director of Encorp Berhad and Great Wall Plastic
Industries Berhad. Dato’ Chew Kong Seng is the Chairman of the Audit Committee and a member
of the Nomination Committee of the Board. Dato’ Chew Kong Seng has attended all the four (4)
Board meetings held in the financial period. He does not hold any shares in the Company.
22
SENIOR
MANAGEMENT
SENIOR
MANAGEMENT
(Seated from left to right)
(Standing from left to right)
Mr. Nagahisa Oyama
Managing Director
Mr. Poh Ying Loo
General Manager Finance
Ms. Chong Swee Ying
General Manager Store & Shopping Centre
Operations
Mr. Kenji Fujita
General Manager SC Development
Puan Nur Qamarina Chew
General Manager New Business Development
Ms. Audrey Lim Suan Imm
Assistant General Manager Marketing
Puan Noryahwati Mohd. Noh
General Manager Human Resource,
Administration and Security, Safety & Health
Mr. Tomio Yokoyama
Assistant General Manager SC Development
Mr. Yoshihisa Tanizawa
Assistant General Manager GMS Merchandising
Lt. Col (R) Yaacob bin Mahmud
General Manager Logistics & Loss Control
Mr. Mitsuru Nakata
Assistant General Manager SSM Merchandising
Mr. Masato Yokoyama
Executive Director
Encik A. Rashid bin Adam
General Manager Corporate Affairs
23
CHAIRMAN’S
STATEMENT
CHAIRMAN’S
STATEMENT
To Our Shareholders
On behalf of the Board of Directors, I am pleased to present
to you the Annual Report and Audited Financial Statements of
AEON CO. (M) BHD. (AEON) for the 10-month period ended
31 December 2006 following the change of AEON’s financial
year-end from 28 February to 31 December 2006 onwards.
Strong Financial Performance
For the ten months ended 31 December 2006, AEON
continued to achieve strong revenue and earnings growth.
Revenue was RM1.94 billion for the period under review
which, comparing on a same period basis from March 2005
to December 2005, represented a 22.9% increase. Equally,
AEON registered a strong Profit before Tax (PBT) of RM140.7
million and a Profit after Tax (PAT) of RM103.2 million for the
period under review.
The earnings however included a gain of RM33.9 million
from the disposal of its JUSCO Kinta City Shopping Centre
in Ipoh, in a sales and leaseback transaction which was
completed in the period under review. If this is excluded,
PAT from our operations still registered an impressive
level of a very healthy RM69.3 million for the ten-month
period, indicating the strength and sustainability of the
earnings from AEON’s core businesses. The proceeds from
the sales and leaseback transaction had been utilised for
development of AEON’s new outlets, refurbishment of its
existing stores and for working capital purposes.
Earnings per share for the period under review was 58.8
sen per share inclusive of the gain on disposal, or 39.5 sen
excluding the gain. AEON’s balance sheet remains healthy
as at 31 December 2006 with a net cash position and a net
asset value per share of RM4.02.
Building our Operations across Malaysia
Despite
the
continuous
challenging
and
competitive
environment of Malaysia’s retail industry, 2006 was a
good year for AEON’s core businesses of retail and property
management services. AEON’s focus on providing a wide
assortment of quality merchandise at reasonable prices to its
customers, supported by its loyalty programme and excellent
customer service standards, have continuously proven to be
a successful formula.
Retail sales contributed RM1.76 billion for the ten months
ended 31 December 2006, a growth of 21.0% over the
same period last year. The growth is driven both by
contributions from new stores and also better overall
performance of its existing stores. In the period under review,
the JUSCO Seremban 2 Store and JUSCO Tebrau City Store
operated for the full period compared to the previous year
and new stores in Taman Equine, Queensbay Mall and
Cheras Selatan opened for business. Same store growth
registered a marginal increase due to major renovations to
the JUSCO Mid Valley Store and JUSCO Taman Universiti
Store in the period under review. Excluding the JUSCO
24
same store sales registered a commendable growth of
Opportunities were also taken during these ceremonies to
2.7%. As for AEON’s supermarket business, which had a
make donations to selected schools to enable the school
name change from “J-One” to “PASAR RAYA D’HATI” as
children to have more books and computer facilities.
part of AEON’s strategy to have a more local flavour, its
contribution was still marginal in the period under review,
though AEON added a new outlet in the Pearl Point
Through the “With All Our Hearts” Malaysian JUSCO
Foundation, AEON continues to raise funds to provide better
life for the young and underprivileged children, through
Shopping Mall, Kuala Lumpur.
various activities such as the “Shop and Donate” event at its
AEON’s vast experience in property management and services
stores and the Charity Gala Dinner event.
continued to place AEON in a strong position to attract
and retain tenants, which is reflected in AEON’S excellent
revenue from property management services of RM178.1
million for the ten months ended 31 December 2006,
representing a 46.0% increase over the same period in the
previous year. Though comparatively, the increase in revenue
was mainly due to the full ten months’ operations of its
In the period under review, through the “Shop and Donate”
event, funds were raised to buy books and school uniforms
for children of sixteen orphanage homes. And through the
Charity Gala Dinner event, funds were raised to purchase a
van for RUMAH K.I.D.S. (Rumah Kanak-kanak Ini Disayangi)
orphanage home.
shopping centres in Tebrau City and Seremban 2, and also the
On 13 April 2006, the Malaysian JUSCO Foundation also
new revenue generated from additional lettable space in the
officially handed over the orphanage home, “Rumah Tunas
period under review from its new shopping centres in Taman
Harapan Sepenuh Hati”, which it sponsored, to the Malaysian
Equine and Cheras Selatan, it also reflects AEON’s ability,
Social Welfare Department for their administration.
through its well designed shopping centres and commitment
to timely refurbishment and upkeep, to enjoy high occupancy.
During the Yogyakarta earthquake tragedy, AEON organised
At the end of 2006, the occupancy rate of AEON’s shopping
a donation drive at its stores and, together with equal
centres continued achieving an impressive level of 98.0%.
contributions from the Malaysian JUSCO Foundation, a total
of RM72,850 in aid was channelled to assist the victims.
AEON -- Corporate Social
Responsibilities
We would like to thank all our customers and staff for their
generosity in this charitable act.
Even as AEON concentrates on its business growth, it
is AEON’s aim to be a friend to the many communities of
During the recent floods in Johor, to ease the hardship of
Malaysians. AEON continues to give priority to preserving the
the affected residents, AEON organised a mega “Gotong-
surrounding environment in which it operates, as is reflected
Royong” together with the local council, to clean up affected
in its core mission of “Planting the Seeds of Growth to Serve
areas and homes at Kampung Kangkar Tebrau, Johor, one
Our Community”.
of the unfortunate villages hit by the flood. Approximately
RM50,000 worth of food, drinks and other necessities, which
To this end, in the period under review, as in previous new
included many contributions from AEON’s business associates
store openings, AEON carried out tree planting ceremonies
and AEON’s staff, were further provided to the affected
together with the local communities and school children in
residents.
the latest AEON Taman Equine and AEON Cheras Selatan
shopping
centres
before
they
opened
for
business.
AEON continues to look forward to increase its corporate
social responsibility (CSR) activities with the local communities
of each of its stores and shopping centres.
25
Looking to the Year Ahead
The Malaysian economy grew 5.9 per cent in 2006 and
economic growth is expected to remain favorable in 2007.
Private consumptions and increased investment activities are
expected to provide support to sustain the favorable business
Dividend
The Board of Directors is recommending a first and final
dividend of 16 per cent less 27 per cent income tax for the 10
months ended 31 December 2006, for your approval at the
forthcoming Annual General Meeting.
environment.
To conclude
These positive economic indicators augur well for AEON
as it will allow the Company to continue to strategise and
Finally, I would like to take this opportunity to say some words
of recognition and thanks.
leverage on the momentum of its current retail business and
property management services, amid strong challenges from
Firstly, on behalf of the Board, I would like to thank the
competitors and constantly changing consumer behaviours.
management and staff for their untiring efforts and hard
While expanding its business and outlets, AEON needs to
work put in through the year, which has enabled the
ensure that its existing outlets and core business operations
Company to achieve such excellent results.
will continue to provide a wide range of quality merchandise
and, at the same time, maintain a continuous high level of
customer service.
I also want to thank our business partners and associates
for their continuous support and, finally, I would like to
thank you, our valued shareholder for your support through
AEON also believes that its revenue and earnings will
the year.
continue to be better supported by new stores and also
planned expansion in the coming year, in which AEON is
looking at the opening of at least two more stores. It will
lease and manage the shopping centre in Bukit Tinggi, Klang
and will be an anchor tenant in the Sunway Pyramid Shopping
Centre, Bandar Sunway.
..................................................................
DATO’ ABDULLAH BIN MOHD YUSOF
Chairman
Regarding its supermarket business, while the contribution
is not significant at the moment, AEON will continue to
steadily develop its chain of supermarkets by sourcing for
the right locations and matching them with the right size to
further establish itself in this area of business. For the coming
year, AEON has identified some potential locations, which
will be announced in due course.
26
REVIEW
OF OPERATIONS
REVIEW
OF OPERATIONS
Performance Overview
AEON registered a marginal increase in same-stores growth
Malaysia recorded a GDP growth of 5.9% in 2006 which
for the ten months ended 31 December 2006. Excluding
was slightly better compared to the 5.3% recorded for
the renovations in JUSCO Taman Universiti and JUSCO Mid
2005. Overall, inflation remained moderate and economic
Valley, the same-stores growth registered a commendable
activities were supported by domestic demand from both
increase of 2.7%.
private and public spending. The services sector continued
to be the main contributor towards sustaining our economic
momentum and the retail industry growth reflected the
sustainability of consumer spending in 2006.
Most of AEON’s stores registered growth over the same
period except for the two stores mentioned above which
underwent renovations, and also JUSCO Permas Jaya whose
business was impacted by the opening of AEON Tebrau City
Against such backdrops and amid the challenges that it faces,
Shopping Centre. However, for JUSCO Permas Jaya and
AEON CO. (M) BHD. (AEON) continued to enjoy expansion
JUSCO Tebrau City, the consolidated retail sales performance
and growth in its retailing and property management services
of both stores indicated that AEON continued to maintain
businesses, registering revenue of RM1.94 billion for the ten
its market share in this region. JUSCO Taman Universiti and
months ended 31 December 2006, representing a growth of
JUSCO Mid Valley did not operate fully during the reporting
22.9% over the previous corresponding period. Its retail sales
period due to the renovations and, as such, their businesses
recorded RM1.76 billion for the period under review and its
dropped by 2.0% to 3.5%.
property management services recorded RM178.1 million
during the same period.
As for AEON’s other stores, growth ranged from 1.5% to
7.1% in the period under review.
For the record, in 2006, AEON changed its accounting year end
to December, from February previously.
JUSCO Taman Maluri, JUSCO Melaka and JUSCO Wangsa
Maju, JUSCO Bandar Baru Klang, JUSCO Bandar Puchong
Retail Sales
recorded growth of between 1.5% to 3.7% in the period
Overall, AEON’s retail sales performance of RM1.76
under review, while JUSCO Bandar Utama, JUSCO Ipoh and
billion in the ten months ended 31 December 2006 was
JUSCO Metro Prima achieved a growth of between 4.3% to
commendable. It represented an increase of 21.0%
7.1% for the same period.
over the previous corresponding period of March to
December 2005.
The performances of new JUSCO stores in the AEON Taman
Equine Shopping Centre, Queensbay Mall, Penang and AEON
The performance was driven both by organic growth from
Cheras Selatan Shopping Centre were encouraging and up
existing stores and by contributions from new stores which
to expectations.
opened for business in previous financial year and operated
for a full ten months in the period under review, such as JUSCO
Seremban 2 and JUSCO Tebrau City, as well as contribution
from new stores at JUSCO Taman Equine, JUSCO Queensbay
and JUSCO Cheras Selatan, which opened for business during
the period under review.
In the period under review, retail sales growth was also
contributed to by sales from AEON’s J-One supermarket
business. In January 2007, “J-One Supermarkets” was
rebranded as “PASAR RAYA D’HATI”. The new name
“D’HATI “, which means “At Heart” in the Malay language,
27
was chosen by customers, and is in line with AEON’s aims
of projecting a Malaysian identity and to be the best local
store. In July 2006 the second D’HATI Supermarket opened
for business in Pearl Point Shopping Mall, Kuala Lumpur.
AEON’s first D’HATI Supermarket outlet in Damansara
Damai, which opened in October 2005, has also registered
improvement in its sales turnover.
Shopping centre and store openings were carried out at a
faster pace in 2006. AEON Taman Equine Shopping Centre
opened its doors in June 2006. This two-floor shopping
centre with a net lettable area of about 235,000 square feet,
consists of approximately seventy eight shops and restaurants,
together with the JUSCO General Merchandise Store and
Supermarket as anchor tenants. In July 2006, AEON’s
PASAR RAYA D’HATI supermarket, with an approximate
selling area of 25,000 square feet, opened in Pearl Point
Shopping Mall, Kuala Lumpur. In December 2006, two more
JUSCO stores started operations in Queensbay Mall, Penang
and in Cheras Selatan, Selangor. JUSCO Queensbay is the
Company’s first store in Penang and it covers approximately
255,000 square feet of space over four floors. The lower
ground floor has a supermarket as well as a restaurant and
food centre. The AEON Cheras Selatan Shopping Centre
covers approximately 383,000 square feet of net lettable
space. There are the JUSCO General Merchandise Store
and Supermarket, entertainment facilites and “Restaurant
Street” which features a variety of food outlets from snacks
to fine dining.
AEON is able to assort each store’s product offerings to
match customers’ profiles and consumption patterns of
the communities they are located in. AEON positions itself
in the minds of its customers through its JUSCO brand as
well as through in-house brands of merchandise targeted
at different age-groups and with different price points. Its
in-house merchandise brands such as Orange Sorbet, a line
of apparel and accessories for pre-teens, was successfully
28
spin out from the General Merchandise Store into specialty
Customer service is of paramount importance in the retail
tenant shops. JUSCO Selection, a value-for-money line
industry and to this end, AEON has continuously placed
of groceries and household consumables, and Crème, a
emphasis on the customer service in its stores. Through its
line of stylish, premium clothing for ladies, are also doing
annual cashier contest, in which customers get to nominate
well and contribute steadily to revenue. At the same time,
and compliment the cashiers for their services, AEON is able
AEON’s Smart Wonder World amusement centre business
to inculcate into its staff, especially cashiers, a culture on the
also expanded in the period under review, with new centres
importance of customer service on their end and ensuring
being set up in our new and existing stores. In 2006,
customers leave the stores with a good impression of
customers in Wangsa Maju, Tebrau City, Melaka, Taman
their services.
Equine and Queensbay have been able to enjoy a fun-filled
time at Smart Wonder World. New games were added to
provide more choices for customers’ enjoyment.
AEON also continued its efforts to make shopping more
convenient and to build customer loyalty. The J CARD is
one of the key items in its programme to achieve this.
AEON continues to value feedback and ideas from
AEON organised successful J CARD shopping days at all its
customers and staff and through its organised AEON 21
stores during which members enjoyed special discounts and
campaign which is already in its sixth year and in which
promotional gifts.
many innovative ideas from customers and staff are
implemented to benefit shoppers, fulfiling AEON’s objective
in enhancing the retailer-customer relationship and providing
better customer service. AEON 21’s 2006 campaign theme
“Let’s Make Our Customer’s Smile Bloom” attracted
overwhelming response from staffs and customers and the
winners were rewarded with their prizes in a prize giving
ceremony on 23 November 2006.
AEON registered growth in the number of J CARD principal
members with the total now standing at more than 600,000
principal members at the end of the reporting period. These
members contributed about 60 per cent of AEON’s monthly
retail sales. The JUSCO Credit Card, which was launched
last year in collaboration with its related company AEON
Credit Service (M) Berhad, allows J CARD members who use
the co-branded JUSCO Credit Card to enjoy more incentives
through extra J CARD bonus points from purchases at all
JUSCO stores.
29
Property Management Services
AEON’s property management services business achieved
revenues of RM178.1 million for the ten months ended 31
December 2006, representing an increase of 46.0% over
the same period last year.
The main factors that boosted our revenue in this core
business for this reporting period were the contributions
from the operations of the new JUSCO Seremban 2
Shopping Centre and AEON Tebrau City Shopping Centre
which opened in September 2005 and January 2006
respectively, as well as new income from additional lettable
space of further new shopping centres which opened in
2006, such as AEON Taman Equine Shopping Centre and
AEON Cheras Selatan Shopping Centre. On a same shopping
centres basis, there was also a growth in revenue of 6.7%
in the period under review.
Revenues and earnings from AEON’s property management
services operations are expected to be steady and
consistent. AEON’s well designed and managed shopping
centres as well as its continued emphasis on ensuring that
its shopping centres are always well maintained has proven
to be a successful formula in attracting shoppers and
tenants alike. For these reasons, the occupancy rate at its
shopping centres is at 98%, much higher than the national
average.
Given the demand for space at AEON-managed shopping
centres, AEON is able to create an optimal tenant mix to
give each shopping centre a “character” that will suit the
community in which it is located. Such a complementary
mix of tenants is in the end beneficial to all – to the tenants,
as well as to the customers who regularly patronise these
shopping centres.
30
Prospects and Challenges
AEON remains positive in its outlook towards the economy
In the coming year, AEON will also enjoy full-year revenue
and the retail industry. The economy is expected to be
contributions from its stores and shopping centres that
favourable, with resilience against external pressures, and
opened in the 10 months to December 2006 – Taman Equine,
increased investment activities especially from those under
Queensbay, Cheras Selatan and Pearl Point.
the Ninth Malaysian Plan.
AEON maintains its commitments in ensuring all its shopping
AEON also expects the competitive conditions experienced
centres are always well maintained for their customers.
in 2006 to continue throughout the coming year. AEON
To this end, the Company has set up a department to
remains committed to its objective of being a top retailer in
specifically focus on managing the maintenance facilities
the country. To this end, in the coming year, focus will be
of the Company.
on creating a brilliant selling floor that offers merchandise
assortment and customer service of the highest quality.
With regards to its expansion plans, AEON will be opening
Merchandising plans include creating more private brands
at least two new stores in 2007 where by it will be an
and identifying core categories which will be developed to
anchor tenant in the Sunway Pyramid Shopping Centre,
match customers’ lifestyles.
Bandar Sunway and it will manage and operate the AEON
Bukit Tinggi Shopping Centre, currently under construction.
31
In Bandar Sunway, the Company will undertake a lease as
an anchor tenant in the new wing of the Sunway Pyramid
Shopping Centre, occupying approximately 255,000 square
feet of net lettable area, with the expected opening in the
third quarter of 2007.
The AEON Bukit Tinggi Shopping Centre in Klang will be
the biggest shopping centre that AEON will manage. The
shopping centre will have a built up area of approximately
2.1 million square feet, with approximately 750,000 square
feet of net lettable space. AEON will manage the whole
shopping centre, which will comprise of four levels with
an estimated three hundred tenants, and is expected to
open for business by the fourth quarter of 2007.
Other major expansions are currently being planned to
further establish the Company’s dominance in the retail and
property management services businesses.
With regards to its supermarket business, AEON has plans
to expand this area of business and, in the coming year,
the Company will be opening new PASAR RAYA D’HATI
supermarkets in identified locations in the Klang Valley and
Selangor.
AEON will also continue to develop and promote its own
in-house brands and will be looking to continue to open
new tenant shops for its Jeans Studio, ti:zed and Orange
Sorbet brands of apparel, as well as Smart Wonder World
amusement centres in new shopping centres that AEON will
operate in the coming year.
32
Information Technology
AEON’s Business Systems and Solutions department, which is
b. Automatic Ordering System: This system automatically
responsible for implementing the Information Technology
tracks the stock level of items, especially those in the
(IT) framework for the Company, continued to provide
“fast moving consumer goods” category. It automatically
information technology for operational needs in the period
starts a reordering process when stock levels fall below
under review.
a pre-set point. Through the IT-triggered automatic
reordering process, the stores can hold lower inventories
Among the IT related initiatives implemented during the
of items which allows cost and space efficiency.
period were:
c. Price Alteration System: This Price Change Suggestion/
a. Itemised Stock & Logistics Management System:
Implemented within AEON’s Itemised Control System,
which is designed to manage purchasing, goods transfers,
returns, price alterations and related documentation at
store operation levels.
The enhanced Itemised Control System allows better
inventory and trade payable management by AEON.
Price Alteration System allows AEON to capture price
change data and helps reduce human errors when
making price change decisions. This allows AEON to
respond quickly to market changes, competitive activity
and changing demand factors without losing customers.
IT will increasingly be a tool to drive AEON’s productivity
and profitability in the future.
It also allows AEON to improve the efficiency of its
stores and merchandising operations with better price
management and faster goods transfer processing.
33
STATEMENT ON CORPORATE
STATEMENT
ON CORPORATE GOVERNANCE
GOVERNANCE
Board Responsibilities
A) Directors
Board Meetings
The Board of Directors, in recognising
Board Balance
the importance of corporate governance,
The Board of Directors consists of
is committed to ensuring that the
nine (9) members; comprising one
Company’s business and operations
(1) Non-Executive Chairman, one (1)
are in line with the principles and best
Non-Executive Vice Chairman, two (2)
practices advocated in the Malaysian
Executive Directors and five (5) Non-
Code of Corporate Governance.
Executive Directors. Of the five (5)
Non-Executive Directors, three (3) are
The
Board
of
Directors
assumes
Independent Directors.
and has established various processes
Dato’ Chew Kong Seng is the Senior
and committees to assist the Board in
Independent Non-Executive Director to
discharging of these responsibilities.
whom concerns on matters relating to
Among others, the Company’s strategies
corporate governance of the Company
and
could be conveyed to.
shareholders
and
intervals during the financial period
ended 31 December 2006. The details of
attendance of each Director at the Board
meetings held during the financial period
are as the table below.
Supply of Information
The Company Secretary ensures that
responsibilities in corporate governance
directions,
The Board met four (4) times at regular
all Board meetings are furnished with
proper agendas. Board papers and
reports providing updates on financial,
operational and corporate developments
including matters such as the Company’s
corporate social responsibilities program
investors’ relationship, annual budget,
The Directors bring a wide range of
and staff welfare matters are circulated
expertise and experience in various
prior to the meetings to all Directors for
fields such as economics, public services,
them to discharge their duties effectively.
accounting and finance, legal, human
The Directors have full access to the advice
resource, banking, marketing, taxation,
and services of the Company Secretary.
general management, retail management
In addition, the Directors, if necessary,
The following paragraphs set out the
and property management services.
may also seek professional advice, at the
Company’s application of the principles
All Board members participated and
Company’s expense. The Directors may
and best practices of the Malaysian Code
deliberated on the issues and matters
also consult the Chairman and other
on Corporate Governance.
affecting the Company.
Board members prior to seeking any
major capital expenditure, significant
financial matters, and the adequacy and
integrity of internal controls including risk
assessment are within the responsibilities
of the Board of Directors.
independent professional advice.
The profile of each Director is presented
on page 20 to page 22 of the Annual
Report.
No
Name of Directors
Number of meetings attended/held during the
Director’s term in office
1
4/4
2
Mr. Toshiji Tokiwa
4/4
3
Mr. Tatsuichi Yamaguchi
4/4
4
Mr. Nagahisa Oyama
4/4
5
Mr. Masato Yokoyama
4/4
6
4/4
7
4/4
8
4/4
9
4/4
34
Directors’ Training
The duties and responsibilities of the
In the financial period under review
All the Directors have attended the
Committee,
to
the committee met to determine the
Directors’
Accreditation
recommend to the Board, candidates
remuneration packages of all Directors,
continuing
for directorship, directors to fill seats
including the Non-Executive Chairman
Education Programme organised by the
on Board Committees and to review
and Non-Executive Vice Chairman and
Bursa Malaysia Securities Berhad and
annually the required mix of skills and
the determination of the remuneration
are also provided with updates from
experience of the Board including the
packages is a matter for the Board as a
time to time on relevant new laws and
effectiveness of the Board as a whole
whole to approve. Individual Directors
regulations affecting their directorship.
and the contribution from each Director.
concerned do not participate in the
Directors also from time to time visited
The Board, through the Nomination
existing stores and/or new sites to
Committee,
have a thorough understanding of the
assessment of the Directors’ performance
The Board is also assisted by the Audit
Company’s operational matters.
and contribution, and reviewed the
Committee whose members, terms of
required mix of skills and experience of
reference and activities for the financial
the Board to function competently and
period under review are stated on page
efficiently as a whole.
38 to 40 of the Annual Report.
The Remuneration Committee
Re-election
The Committees are the Nomination
The Remuneration Committee is made
In accordance with the Company’s
Committee, the Remuneration Committee
up of Non-Executive Directors whose
Articles of Association, all Directors retire
and the Audit Committee
members are Mr. Tatsuichi Yamaguchi
every year.
Programme
Mandatory
and
the
among
others,
are
discussion on their own remuneration.
Board Committees
The Board of Directors is assisted by its
conducted
the
annual
The Audit Committee
Committees, which have been established
under
defined
terms
of
reference.
(Chairman), Dato’ Abdullah bin Mohd
The Nomination Committee
The Nomination Committee members
are Mr. Tatsuichi Yamaguchi (Chairman),
Dato’ Abdullah bin Mohd Yusof, Dato’
Chew Kong Seng, Brig. Jen. (B) Dato’
Mohd Idris bin Saman and Datuk Zawawi
bin Mahmuddin.
Yusof and Datuk Ramli bin Ibrahim.
The duties of the committee shall
be to recommend to the Board the
remuneration of all Directors in all its
forms. Executive Directors play no part
in decision-making or determining their
own remuneration.
Shareholders vote on a resolution after a
lively discussion.
The AEON Board of Directors convene the 21st AGM.
35
B) Directors Remuneration
The breakdown of the remuneration of the Directors during the financial period under review is as follows: -
1) Aggregate remuneration of the Directors categorised into appropriate components:
Fees
Salaries
Benefits-in-kind
Other emoluments
Executive Directors
RM
Non Executive Directors
RM
Total
RM
238,000
570,456
39,500
176,088
721,000
17,550
-
959,000
570,456
57,050
176,088
1,024,044
738,550
1,762,594
2) The number of Directors whose total remuneration fall within the following bands:
Number of Directors
Range of Remuneration
Executive
Non-Executive
Total
RM50,001 to RM100,000
-
5
5
RM100,001 to RM150,000
-
-
-
RM150,001 to RM200,000
-
2
2
RM200,001 to RM250,000
-
-
-
RM250,001 to RM300,000
-
-
-
RM300,001 to RM350,000
-
-
-
RM350,001 to RM400,000
-
-
-
RM400,001 to RM450,000
-
-
-
RM450,001 to RM500,000
-
-
-
RM500,001 to RM550,000
2
-
2
RM550,001 to RM600,000
-
-
-
RM600,001 to RM650,000
-
-
-
2
7
9
C) Shareholders
disseminated
Investors and Shareholders
investors via announcements of its
Communication
quarterly performance, annual report,
It has always been the Company’s
corporate
practice to maintain good relationship
Malaysia Securities Berhad and press
with its shareholders. Major corporate
conferences. Further update of the
developments and happenings in the
Company’s activities and operations
Company have always been duly and
are also disseminated to shareholders
promptly announced to all shareholders,
and investors through dialogue with
in line with Bursa Malaysia Securities
analysts, fund managers, investors and
Berhad’s
the media.
objectives
transparency
and
of
ensuring
good
corporate
shareholders
announcements
to
and
Bursa
highlighting
retail
business
The Company’s financial performance,
website (www.jusco.com.my) provides
major
and
an update of the Company’s latest
other relevant information are promptly
performance released to Bursa Malaysia
developments
36
corporate information to the public.
During the Annual General Meeting,
shareholders
are
presentation
on
usually
the
given
a
Company’s
performance and major activities that
were carried out by the Company for the
period under review. During the meeting,
shareholders have the opportunities to
enquire and comment on the Company’s
promotional activities, the Company’s
corporate
Securities Berhad as well as other
performance and operations.
Besides
governance practices.
to
D) Accountability And Audit
bodies.
Financial Reporting
statements, the Board of Directors has
Auditors
In its financial reporting via quarterly
ascertained that accounting policies
The Board of Directors with the assistance
announcements
and
judgement
of the Audit Committee maintains a
financial statements and annual report
and estimates have been consistently
formal and transparent relationship with
presentation including the Chairman’s
applied.
the Company’s External Auditors through
of
results,
annual
In
preparing
reasonable
the
prudent
financial
Statement and Review of Operations,
the Board of Directors always provides
a comprehensive assessment of the
Company’s performance and prospects
for
the
benefits
of
shareholders,
investors and interested parties. The
Audit Committee also assists the Board
in overseeing the Company’s financial
the Audit Committee, Board and formal
The Directors are responsible for keeping
with reasonable accuracy at any time the
The relationship between the Board and
financial position of the Company and to
the External Auditors is also formalised
enable them to ensure that the financial
through the Audit Committee’s terms of
statements comply with the Companies
reference.
Act, 1965. The Directors have a general
reasonably open to them to safeguard
Directors’ Responsibility Statement In
Respect Of The Preparation Of The
Audited Financial Statements
The Board of Directors is responsible
for the preparation of the financial
statements for each financial year of
the Company, which gives a true and
fair view of the state of affairs of the
Company and its results and cash flow
meetings whereby issues are discussed.
proper accounting records, which disclose
responsibility for taking such steps as is
reporting processes.
Relationship With The External
the assets of the Company, to prevent
and detect fraud and other irregularities.
Compliance With Malaysian Code
On Corporate Governance
The Board of Directors is pleased to state
that the Company was in compliance
with all the principles and best practices
Going Concern
as advocated in the Malaysian Code
The Board of Directors confirmed that
on Corporate Governance during the
the Company has adequate resources to
financial period under review, except for
continue its business in the foreseeable
disclosure of each individual Director’s
future. For this reason, they continue
remuneration.
to adopt the going concern basis for
preparing the financial statements.
for the financial period ended.
The Board of Directors has ensured that
the financial statements have been
prepared in accordance with applicable
approved
accounting
Malaysia,
the
standards
requirements
of
in
the
Statement Of Internal Control
The Statement on Internal Control set
out on page 41 of the Annual Report
provides an overview of the state of
internal controls within the Company.
Companies Act, 1965, Bursa Malaysia
Securities Berhad and other regulatory
Mr. Oyama answering a pertinent
question from the floor.
The Board of Directors always provides
a comprehensive assessment of the
Company’s performance and prospects
during the AGM.
37
TERMS OF REFERENCE OF
TERMS
REFERENCE
OF THE AUDIT COMMITTEE
THEOFAUDIT
COMMITTEE
No
Audit Committee
Designation
1
Chairman (Independent Non-Executive Director)
2
Member (Non-Independent Non-Executive Director)
3
Member (Independent Non-Executive Director)
Constitution
members as may be required to make up
be circulated to the committee members
The Board hereby resolves to establish a
the minimum number of three members.
prior to each meeting.
The Board shall review the terms of office
The secretary shall be responsible for
of Committee members no less than
recording attendance of all members
every three years.
and invitees, keeping the minutes of the
Committee of the Board to be known as
the Audit Committee with the following
terms of reference.
meeting of the Committee, circulating
Composition Of Audit Committee
The Committee shall be appointed by
the Board from among its members and
shall consist of not less than 3 members
of whom a majority shall be Independent
Directors.
Meetings
them to committee members and to
The Committee shall meet at least four
times a year. In addition, the chairperson
shall convene a meeting of the Committee
if requested to do so by any member, the
the other members of the Board of
Directors and for ensuring compliance
with Bursa Malaysia Securities Berhad’s
requirements.
management or the internal or external
The Committee shall include at least
auditors to consider any matter within
Reporting Procedures
one person who is a member of the
the scope and responsibilities of the
The Committee shall prepare an annual
Malaysian Institute of Accountants (MIA)
Committee.
report to the Board that provides
a summary of the activities of the
or alternatively a person who must have
at least 3 years’ working experience and
have passed the examinations specified
in Part I of the 1st. Schedule of the
Accountants Act 1967 or is a member of
one of the associations specified in Part II
of the said Schedule or fulfils such other
requirements as prescribed by Bursa
Malaysia Securities Berhad. No alternate
director shall be appointed as a member
of the Committee.
The Committee shall elect a chairperson
from amongst its members who is not
an Executive Director or employee of
the company or any related corporation.
In the event that a member of the audit
committee resigns, dies or for any other
reason ceases to be a member, with
the result that the number of members
is reduced to below three, the Board of
Directors shall, within three months of
that event, appoint such number of new
38
Attendance At Meetings
Committee for inclusion in the Company’s
The General Manager of Finance, the
annual report.
Head of Internal Audit, the Company
Secretary, the Senior Finance Manager,
The Committee shall assist the Board in
the
preparing the following for publication in
Compliance
Officer
and
a
representative of the External Auditors
the Company’s annual report:
shall normally attend meetings. However,
the Committee may invite any person
to be in attendance to assist it in its
deliberations.
- Statement of the Company’s application
of the principles set out in Part I of
the Malaysian Code on Corporate
Governance.
Non-member directors shall not attend
unless specifically invited to by the
Committee.
- Statement on the extent of compliance
with the Best Practices in Corporate
Governance set out in Part II of
Secretary To Audit Committee
the Malaysian Code on Corporate
The Company Secretary shall be the
Governance, specifying reasons for any
secretary of the committee and shall be
areas of non-compliance (if any) and
responsible for drawing up the agenda
the alternatives adopted in such areas.
in consultation with the chairperson.
The agenda together with the relevant
explanatory papers and documents shall
- Statement on the Board’s responsibilities
for
preparing
the
annual
financial statements, and
audited
- Statement on the state of Internal
Control of the Company.
Duties And Responsibilities
The duties and responsibilities of the
- To review the internal audit plan,
Committee shall be:
consider the major findings of Internal
Where the Committee is of the view
that a matter reported by it to the Board
- To review the Terms of Reference at
Audit, fraud investigations and actions
of Directors has not been satisfactorily
least annually or as conditions dictate.
and steps taken by management in
response to audit findings.
resolved resulting in a breach of the
Listing Requirements of Bursa Malaysia
- To review any financial information for
Securities Berhad, the Committee shall
publication, including quarterly and
- To review the adequacy and relevance
promptly report such matter to Bursa
annual financial statements before
of the scope, functions and resources
Malaysia Securities Berhad.
submission to the Board.
of Internal Audit and the necessary
Quorum
The review shall focus on:
authority to carry out its work.
A quorum shall consist of a majority
of committee members present at the
meeting who are independent directors.
- To review any related party transactions
• Any changes in accounting policies
and practices. Major judgmental
The Committee is authorised by the
- To
consider
the
appointment
of
the External Auditors, the terms of
• The going concern assumption.
reference of its appointment and any
Board to:
• Compliance
- Investigate any activity within its terms
may arise within the Company.
areas. Significant audit adjustments
from the External Auditors.
Authority
and conflict of interest situations that
with
accounting
question of resignation and dismissal
before making a recommendation to
standards.
the Board.
of reference.
• Compliance with stock exchange
- Have resources, which are reasonably
- To undertake such other responsibilities
and legal requirements.
as may be agreed to by the Committee
required to enable it to perform its
duties.
- To review with the External Auditors
and the Board.
their audit plan, scope and nature of
- Have free access to all information and
- To report to the Board its activities,
audit for the Company.
significant results and findings.
documents it requires for the purpose
of
discharging
its
functions
and
responsibilities.
- To review and discuss the External
Auditors’ audit report, areas of concern
arising from the audit and any other
- Have direct communication channels
with the external auditors and person(s)
carrying out the internal audit function
matters the external auditors may
wish to discuss (in the absence of
The Committee shall oversee all Internal
Audit
functions
and
is
authorised
conducted by Internal Audit as it deems
and
fit. The Internal Auditor shall report
effectiveness of the system of internal
directly to the Committee and shall have
controls
direct access to the Chairman of the
- To
outside
legal
or
other
independent professional advice and
secure the attendance of outsiders with
relevant experience and expertise if it
considers this necessary.
Auditors, excluding the attendance
of the executive members of the
whenever
assess
the
and
procedures
of
adequacy
accounting
the
control
Company
by
deemed
Committee.
reviewing the External and/or Internal
Auditors’ management letters and
- Convene meetings with the External
committee,
Function
to commission investigations to be
management if necessary).
or activity.
- Obtain
Overseeing The Internal Audit
management responses.
All proposals by management regarding
the appointment, transfer or dismissal of
the Internal Auditor shall require the prior
- To discuss problems and reservations
approval of the Committee.
arising from the audits and any matters
the auditors may wish to discuss.
necessary.
39
Audit
Committee
Brig. Jen. (B) Dato’ Mohd. Idris bin Saman
Member (Independent Non-Executive Director) Chairman (Independent Non-Executive Director) Member (Non-Independent Non-Executive Director)
THE
AUDIT
COMMITTEE
THE
AUDIT
COMMITTEE
Terms Of Reference Of The Audit Committee
During the financial period under review, there were no changes to the terms of reference of the Audit Committee.
Meetings
During the financial period under review, the Audit Committee convened three (3) meetings, which was one (1) meeting less than
the minimum requirement stipulated in the Terms of Reference of the Audit Committee. This was due to the change in financial
year end and have resulted in only 10 months in the financial period under review. The attendance records of the member of the
Audit Committee are as follows:
Number of meetings attended/held during the
Director’s term in office
No
Name of Directors
1
3/3
2
3/3
3
3/3
The meetings were structured through the use of agendas, which were distributed to members with sufficient notification.
The Company Secretary was present in all the meetings. A representative of the External Auditors, Messrs KPMG Desa Megat &
Co., the General Manager of Finance, the Head of Internal Audit, the Senior Finance Manager, the Compliance Officer, attended
the meetings and related management personnel attended the meetings upon invitation.
Summary of the Audit Committee’s
Activities during the Period Under
Review
During the period under review, the
Audit Committee carried out its duties in
accordance with its terms of reference as
follows:
a. Reviewed the quarterly unaudited
financial results and annual audited
financial statements before submission
to the Board for consideration and
approval.
b. Reviewed the External Auditors’ scope
of work and audit plan for the period.
c. Reviewed and discussed the External
Auditors’ audit report and areas of
concern.
d. Considered the appointment of the
External Auditors and the terms of
reference of their appointment.
e. Reviewed the internal audit plan,
considered the major findings of
Internal Audit, fraud investigations
and actions taken by management in
response to the audit findings.
f. Assessed
the
effectiveness of
internal controls
control procedures
40
adequacy
and
the system of
and accounting
of the Company
by reviewing the External and Internal
Auditors’ management letters and
management responses.
g. Reviewed the adequacy and relevance
of scope, functions and resources
of Internal Audit and that it has the
necessary authority to carry out its
work.
h. Reviewed related party transactions.
i. Reported to the Board on its activities
and significant findings and results of
the External and Internal Audits.
The Audit Committee held one meeting
with the External Auditor without the
presence of the management, to allow
the auditor to discuss any issues arising
from the audit exercise or any other
matters, which the External Auditor
wished to raise.
During the period under review, the
Internal Audit Department carried out
the following activities:
a. Presented and obtained approval
from
Audit
Committee,
the
annual internal audit plan, which
supplemented the approved 3-year
internal audit plan, its audit strategy
and audit scope of work.
b. Reviewed and analysed certain key
business processes identified in the
annual audit plan, reported ineffective
and inadequate controls, and made
recommendations to improve their
effectiveness.
c. Monitored and ensured management
implemented corrective action plans.
d. Monitored compliance with policies
and procedures.
e. Reviewed
the
adequacy
and
effectiveness of the internal control
structures of the Company.
f. Assisted the Board of Directors and
Management on compliance matters
required by the Malaysian Code on
Corporate Governance.
g. Assisted the Board of Directors and
Management by reviewing the risk
policy and control strategies in the
organisation.
h. Carried out investigative assignments.
i. Continued inculcating good risk
management practices throughout
the Company.
STATEMENT ON INTERNAL
STATEMENT
ON INTERNAL CONTROL
CONTROL
Board’s Responsibilities
on the basis of a three-year internal
- The Audit Committee is responsible
The Board of Directors recognises its
audit plan that was presented and
for reviewing the statutory annual
responsibilities
Company’s
approved by the Audit Committee. The
financial statements and the quarterly
system of internal controls, covering all
internal audit function adopts a risk-
announcements to Bursa Malaysia
its financial and operating activities to
based approach and prepares its audit
Securities Berhad and recommends
safeguard shareholders’ investment and
strategy and plan based on the risk
to the Board for approval prior to
the Company’s assets.
profiles of the major business units of
submission to Bursa Malaysia Securities
the Company.
Berhad;
over
the
The Board has an established on-going
process
for
identifying,
evaluating
System Of Internal Controls
- The
Internal
Audit
Department
and managing the significant risks
The Board of Directors is responsible for
periodically monitors the effectiveness
encountered by the Company. The Board
managing the key business risks of the
and evaluates the proper functioning
through its Audit Committee regularly
Company and implementing appropriate
of the internal control system on an
reviews this process.
internal control system to manage those
ongoing basis to ascertain compliance
risks. The Board reviewed the adequacy
with the control procedures and policies
and integrity of the system of internal
of the Company. The Head of Internal
controls as it operated during the period.
Audit reports to Audit Committee on
The following are the key elements of the
the status of internal control system on
Company’s system of internal controls:
a quarterly basis;
In view of the limitations inherent in any
system of internal controls, the system
is designed to manage, rather than to
eliminate the risk of failure to achieve the
Company’s corporate objectives.
- The management structure of the
The Audit Committee assists the Board
to review the adequacy and integrity
of the system of internal controls in
the Company and to ensure that an
appropriate mix of techniques is used to
obtain the level of assurance required by
the Board. The Audit Committee presents
its findings to the Board.
Company
of
formally
responsibility
defines
and
lines
delegation
and business unit’s managers submit
and
present
performance
their
reviews
operational
as
well
as
and Management Meetings;
Department
independently
reviews
to
meet
the
requirements of the Company.
The Audit Committee, assisted by the
of internal controls. The Internal Audit
issues
Company’s affairs. Senior management
in regularly held Executive Committee
the adequacy and integrity of the system
operational
business objectives and operational
Internal Audit Function
Board with the assurance it requires on
to time to address business and
of authority for all aspect of the
business plans and strategic measures
Internal Audit Department, provides the
- Project teams are set up from time
All the above-mentioned processes have
been in place and provide reasonable
assurance on the effectiveness of the
internal control system.
Conclusion
- The Board approves the annual budget
and reviews key business variables
and monitors the achievements of the
Company’s performance on a quarterly
basis ;
The Board of Directors reviewed the
adequacy and integrity of the system
of
internal
controls
that
provides
reasonable assurance to the Company in
achieving its business objectives. As the
development of sound system of internal
the risk identification procedures and
- The authorisation limits and approvals
controls is an on-going process, the
authority threshold of the Company
Board and the management maintain
encompasses reviewing critical areas that
encompasses
an on-going commitment and continue
the Company faces, and reports to the
procedures.
Audit Committee on a quarterly basis.
subject to review by the management
strengthen
to incorporate changing business risks
environment of the Company.
control processes implemented by the
management,
conducts
audits
that
The Internal Audit Department also
internal
These
control
procedures
are
to
take
appropriate
the
measures
internal
to
control
and operational efficiency;
carried out internal control reviews on
key activities of the Company’s business
41
OTHER
INFORMATION
OTHER
INFORMATION
Material Contracts involving Directors
and Substantial Shareholders.
Masato Yokoyama, a Director of AEON
The purchase of the transaction
CO. (M) BHD. is also a shareholder
receipts will be net of the credit
Material contracts entered into by the
of AEON Credit Service (M) Berhad
card commission payable and upon
Company which involve Directors’ and
ÆON Co., Ltd. has an indirect interest
terms and conditions as stated in the
major Shareholders’ interests and still
in AEON Credit Service (M) Berhad
merchant agreement. The total value
subsisting at the end of the financial
through AEON Credit Service Co. Ltd.
of the transaction receipts purchased
period ended 31 December 2006, or
c) On 23 June 2005, the Company
by AEON Credit Service (M) Berhad in
entered into since the end of the previous
entered into a JUSCO Credit Card
the period under review was RM35.47
financial year, comprise the following:
Agreement with AEON Credit Service
million and the total commission
a) On 12 October 2000 and through
(M) Berhad to set out the terms and
payable is RM515 thousand. Dato’
a supplementary agreement on 1
conditions for the issuance of a credit
Abdullah bin Mohd Yusof and Datuk
January 2006, the Company entered
card called JUSCO Credit Card by AEON
Ramli bin Ibrahim, both Directors
into a Technical Service Agreement
Credit Service (M) Berhad, in affiliation
of AEON CO. (M) BHD. are also
with ÆON Co., Ltd. whereby the
or association with the Company, to
Directors and shareholders in AEON
Company is granted the exclusive
further promote and enhance AEON
Credit Service (M) Berhad Mr. Masato
right by ÆON Co., Ltd. to use their
Credit Service (M) Berhad credit card
Yokoyama, a Director of AEON CO.
trademark in relation to goods and
business and the Company’s retailing
(M) BHD. is also a shareholder of AEON
services. The Company is also granted
business.
permits
Credit Service (M) Berhad ÆON Co.,
the non-exclusive right to use the
AEON Credit Service (M) Berhad
Ltd. has an indirect interest in AEON
information and know-how, employed
to promote JUSCO Credit Card to
Credit Service (M) Berhad through
or developed by ÆON Co., Ltd. for the
consumers in return for allowing the
AEON Credit Service Co. Ltd.
management and operation of retail
consumers to use JUSCO Credit Card
stores, wholesale business and related
for the purchase of goods and services
Non Audit Fees
supporting activities. The total cash
offered by the Company. JUSCO
The amount of non-statutory audit fees
consideration payable by the Company
Credit Card holders who are also
paid to External Auditor and its affiliates
to ÆON Co., Ltd. for the period under
J CARD members will enjoy additional
during the period under review is RM
review amounted to RM11.18 million.
J CARD loyalty points provided by
90,350 comprising of mainly advisory,
ÆON Co., Ltd. is the holding company
review and tax services.
of AEON CO. (M) BHD.
through purchase of the additional
The
Company
b) On 1 July 1997, the Company entered
J CARD points from the Company.
into a Factoring Agreement with a
During the period under review,
Revaluation
properties
related company, AEON Credit Service
the total additional J CARD points
There is no revaluation policy on
(M) Berhad whereby the Company’s
purchased by AEON Credit Service (M)
the Company’s landed properties. The
goods sold on credit under its easy
Berhad was RM378 thousand. The
Company adopted the transitional
payment scheme are factored to
Company further agreed to appoint
provisions
AEON Credit Service (M) Berhad. The
AEON Credit Service (M) Berhad as the
Accounting Standards Board (MASB) to
debts sold to AEON Credit Service (M)
sole acquirer of the card transaction
retain the carrying amount on the basis
Berhad are at full value of the goods
transacted using AEON Credit Service
of their previous revaluation as stated in
and upon the terms and conditions as
(M) Berhad issued cards.
page 58 of this Annual Report.
stated in the factoring agreement. The
d) On 29 December 2005, the Company
total value of the debts sold to AEON
entered into a credit card merchant
Credit Service (M) Berhad in the period
agreement with AEON Credit Service
under review amounted to RM4.21
(M) Berhad whereby the Company’s
million. Dato’ Abdullah bin Mohd
goods sold on credit through credit
Yusof and Datuk Ramli bin Ibrahim,
cards issued by AEON Credit Service
both Directors of AEON CO. (M) BHD.
(M) Berhad, AEON Credit Service
are also Directors and shareholders in
(M) Berhad will purchase from the
AEON Credit Service (M) Berhad Mr.
Company all such transaction receipts.
42
policy
issued
on
by
landed
Malaysian
DIRECTORS’ REPORT
for the period ended 31 December 2006
The Directors have pleasure in submitting their report and the audited financial statements of the Company for the period ended
31 December 2006.
Principal activities
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from
clothing, food, household goods, other merchandise and shopping centre operation. There has been no significant change in the
nature of these activities during the financial period.
Change of financial year end
The Company changed its financial year end from 28 February to 31 December to be in line with AEON Group’s reporting. The
comparatives for the Income Statement, Statement of Changes in Equity and Cash Flow Statement as well as the comparatives
in the notes to the financial statements relating to the Income Statement are for the previous twelve months ended 28 February
2006 and hence, are not comparable to that for the current ten months ended 31 December 2006.
Results
RM’000
Profit for the period
103,246
Reserves and provisions
There were no material transfers to or from reserves and provisions during the period under review except as disclosed in the
financial statements.
Dividend
Since the end of the previous financial year, the Company paid a first and final dividend of 15% less tax of 28%, totalling
RM18,954,000 in respect of the year ended 28 February 2006 on 20 July 2006.
The first and final dividend recommended by the Directors in respect of the period ended 31 December 2006 is 16% less tax of
27%, amounting to RM20,498,400 which is subject to the approval of members at the forthcoming Annual General Meeting
of the Company.
Directors of the Company
Directors who served since the date of the last report are:
Toshiji Tokiwa
Nagahisa Oyama
Masato Yokoyama
Tatsuichi Yamaguchi
Dato’ Chew Kong Seng @ Chew Kong Huat
44
Directors’ interests
The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations of those who were
Directors at period end as recorded in the Register of Directors’ Shareholdings are as follows:
Number of ordinary shares
At
1.3.2006
Acquired
Sold
At
31.12.2006
Shareholdings in which Directors
have direct interests
Interest of Dato’ Abdullah bin Mohd Yusof in:
AEON CO. (M) BHD.
308,000
-
(40,000)
268,000
Interest of Toshiji Tokiwa in:
AEON Co., Ltd.
AEON Credit Management Co., Ltd.
AEON Thana Sinsap (Thailand) Plc.
Maxvalu Tokiu Co., Ltd.
Zwei Co., Ltd.
17,700
10
20,000
500,000
7,500
1,000
-
-
17,700
10
20,000
500,000
7,500
1,000
Interest of Masato Yokoyama in:
AEON CO. (M) BHD.
30,000
-
-
30,000
Interest of Tatsuichi Yamaguchi in:
AEON Co., Ltd.
AEON Stores (Hong Kong) Co., Ltd.
24,000
22,000
-
-
24,000
22,000
4,030,000
-
(2,529,000)
1,501,000
280,000
-
-
280,000
Shareholdings in which Directors
have deemed interests
Interest of Dato’ Abdullah bin Mohd Yusof in:
AEON CO. (M) BHD.
Interest of Datuk Ramli bin Ibrahim in:
AEON CO. (M) BHD.
None of the other Directors holding office at 31 December 2006 had any interest in the ordinary shares of the Company or of
its related corporations during the financial period.
45
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,
except for certain Directors who may be deemed to derive a benefit by virtue of those transactions, advisory services and
tenancy between the Company and corporations in which the Directors are deemed to have interest.
There were no arrangements during and at the end of the financial period 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.
Issue of shares and debentures
There were no changes in the authorised, issued and paid-up capital of the Company during the financial period.
Options granted over unissued shares
No options were granted to any person to take up unissued shares of the Company during the financial period.
Other statutory information
Before the financial statements of the Company were made out, the Directors took reasonable steps to ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the financial
statements of the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the financial statements of the Company misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company
misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Company misleading.
At the date of this report, there does not exist:
i) any charge on the assets of the Company that has arisen since the end of the financial period and which secures the
liabilities of any other person, or
ii) any contingent liability in respect of the Company that has arisen since the end of the financial period.
No contingent liability or other liability of the Company has become enforceable, or is likely to become enforceable within the
period of twelve months after the end of the financial period which, in the opinion of the Directors, will or may substantially
affect the ability of the Company to meet its obligations as and when they fall due.
In the opinion of the Directors, except as disclosed below, the results of the operations of the Company for the financial period
ended 31 December 2006 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 period and the
date of this report.
46
Significant event during the financial period
On 29 September 2006, the transaction for the conditional Sale and Leaseback Agreement entered into by the Company
with Equity Nirvana Sdn. Bhd. in the previous financial year has been completed. This transaction was in respect of the sale
of a property known as Kinta City Shopping Centre, comprising a freehold land located in the Mukim of Hulu Kinta, District
of Kinta, Perak and a three (3) storey shopping mall constructed thereon together with specified plant and machinery. The
Company derived a gain of RM33.9 million from the disposal for a total cash consideration of RM121.0 million.
The leaseback of the same property from Equity Nirvana Sdn. Bhd. commenced on 29 September 2006 for an initial period of
nine (9) years with options for renewals upon completion of the initial lease.
Auditors
The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
.................................................................
Nagahisa Oyama
..................................................................
Kuala Lumpur,
Date: 15 February 2007
47
BALANCE SHEET
at 31 December 2006
Note
31.12.2006
RM’000
28.2.2006
RM’000
restated
Assets
3
942,252
845,248
4
125,808
124,573
Investments
5
1,075
1,075
1,069,135
970,896
Total non-current assets
Inventories
6
214,183
159,061
4
1,461
1,435
Receivables, deposits and prepayments
7
45,669
26,695
Cash and cash equivalents
8
107,925
53,405
369,238
240,596
1,438,373
1,211,492
175,500
175,500
53,826
54,257
476,817
392,094
9
706,143
621,851
10
29,113
29,281
29,113
29,281
677,930
547,152
Total current assets
Total assets
Equity
Share capital
Reserves
Retained earnings
Total equity attributable to shareholders
of the Company
Liabilities
Total non-current liabilities
Payables and accruals
11
Borrowings (unsecured)
12
-
625
25,187
12,583
Total current liabilities
703,117
560,360
Total liabilities
732,230
589,641
1,438,373
1,211,492
Taxation
Total equity and liabilities
The notes on pages 52 to 67 are an integral part of these financial statements.
48
INCOME STATEMENT
Note
1.3.2006 to
31.12.2006
RM’000
1.3.2005 to
28.2.2006
RM’000
restated
Continuing operations
Revenue
1,941,431
1,962,445
Other operating income
35,594
1,067
Changes in inventories
55,122
19,765
(1,425,525)
(1,433,814)
(108,808)
(111,708)
(69,086)
(57,850)
(286,567)
(267,457)
Net purchases
Staff costs
Depreciation
3
Operating expenses
Operating profit
13
142,161
112,448
Interest expense
15
(1,962)
(595)
542
345
140,741
112,198
(37,495)
(38,994)
103,246
73,204
58.8
41.7
Interest income
Profit before tax
Tax expense
16
Profit for the period/year attributable
to shareholders of the Company
Basic earnings per ordinary share (sen)
17
49
STATEMENT OF CHANGES IN EQUITY
Note
At 1 March 2005
Profit for the year
Share
capital
RM’000
Non-distributable
Distributable
Share
Revaluation
Retained
premium
reserve
profits
RM’000
RM’000
RM’000
Total
RM’000
175,500
20,609
34,165
333,536
563,810
-
-
-
73,204
73,204
-
-
(517)
517
-
-
-
(517)
73,721
73,204
-
-
-
(15,163)
(15,163)
175,500
20,609
33,648
392,094
621,851
-
-
-
103,246
103,246
-
-
(431)
431
-
-
-
(431)
103,677
103,246
-
-
-
(18,954)
(18,954)
175,500
20,609
33,217
476,817
706,143
Transfer from revaluation
reserve to retained profits
Total recognised income
and expense for the year
Dividend - 2005 final
18
At 28 February 2006/
1 March 2006
Profit for the period
Transfer from revaluation
reserve to retained profits
Total recognised income
and expense for the period
Dividend - 2006 final in
respect of year ended
28 February 2006
At 31 December 2006
18
50
CASH FLOW STATEMENT
Note
1.3.2006 to
31.12.2006
RM’000
1.3.2005 to
28.2.2006
RM’000
restated
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation
Amortisation of prepaid lease payments
Interest expense
Interest income
(Gain)/loss on disposal of property, plant and
equipment
Property, plant and equipment written off
140,741
112,198
69,086
1,202
1,962
(542)
57,850
1,377
595
(345)
(34,073)
1,387
83
824
Operating profit before changes in working capital
Changes in working capital:
Inventories
Trade and other receivables
Trade and other payables
179,763
172,582
(55,122)
(12,924)
130,778
(19,765)
(18)
133,603
Cash generated from operations
Tax paid
242,495
(25,059)
286,402
(34,310)
Net cash from operating activities
217,436
252,092
3
(252,862)
(275,375)
4
113,408
542
(2,463)
320
(900)
345
-
(141,375)
(275,610)
Dividend paid to shareholders of the Company
Interest paid
(18,954)
(1,962)
(15,163)
(595)
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period/year
Cash and cash equivalents at end of period/year
(20,916)
(15,758)
3
4
Cash flows from investing activities
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Purchase of unquoted shares
Interest received
Payment of lease liabilities
Net cash used in investing activities
Cash flows from financing activities
55,145
(39,276)
52,780
92,056
107,925
52,780
Cash and cash equivalents
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Note
31.12.2006
RM’000
28.2.2006
RM’000
restated
Cash and bank balances
Deposits with licensed financial institutions
Bank overdrafts
8
8
12
107,925
-
27,105
26,300
(625)
107,925
52,780
51
NOTES TO THE FINANCIAL STATEMENTS
AEON CO. (M) BHD. is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board
of the Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business is as follow:
Registered office and Principal place of business
3rd Floor
Jusco Taman Maluri Shopping Centre
Jalan Jejaka, Taman Maluri
Cheras
55100 Kuala Lumpur
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods ranging from
clothing, food, household goods, other merchandise and shopping centre operation.
On 24 April 2006, the Company became a subsidiary of ÆON Co., Ltd., a company incorporated in Japan.
1. Basis of preparation
(a) Statement of compliance
The financial statements of the Company has been prepared in accordance with applicable approved accounting standards
for entities other than private entities issued by the Malaysian Accounting Standards Board (MASB), accounting principles
generally accepted in Malaysia and the provisions of the Companies Act, 1965. These financial statements also comply with
the applicable disclosure provisions of the Listing Requirements of the Bursa Malaysia Securities Berhad.
The MASB has issued a number of new and revised Financial Reporting Standards (FRSs) that are effective for accounting
periods beginning after 1 January 2006 or available for early adoption. In this set of financial statements, the Company has
chosen to early adopt FRS 117, Leases and FRS 124, Related Party Disclosures which are effective for annual periods beginning
on or after 1 October 2006.
The MASB has also issued FRS 139, Financial Instruments: Recognition and Measurement but for which the MASB has yet
to announce the effective date of this standard. The Company has not adopted FRS 139 and by virtue of the exemption
in paragraph 103AB of FRS 139, the impact of applying FRS 139 on its financial statements upon first adoption of this
standard as required by paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors is not
disclosed.
There is no effect of adopting the new/revised FRSs in 2006.
The financial statements were approved by the Board of Directors on 15 February 2007.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis except as disclosed in the notes to the financial
statements.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. All
financial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
(d) Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
2. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these financial statements,
unless otherwise stated.
Certain comparative amounts have been reclassified to conform to the current year’s presentation (see note 3 and note 4).
(a) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies at exchange rates at the dates
of the transaction.
52
2. Significant accounting policies (continued)
(a) Foreign currency (continued)
Foreign currency transactions (continued)
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the
functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign
currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date
that the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income
statement.
(b) Property, plant and equipment
(i)
Recognition and measurement
Property, plant and equipment except for freehold land and construction work-in-progress are stated at cost/
valuation less accumulated depreciation and accumulated impairment losses, if any.
The Company has availed itself to the transitional provision when the MASB adopted International Accounting
Standard No.16 (Revised), Property, Plant and Equipment. Certain leasehold land and buildings were revalued in
February 1995 and no later valuation has been recorded for these property, plant and equipment. During the year,
leasehold land has been reclassified to prepaid lease payments (see Note 2(c)).
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset
to working condition for its intended use, and the costs of dismantling and removing the items and restoring the
site on which they are located.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items (major components) of property, plant and equipment.
(ii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Company
and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are
recognised in the income statement as incurred.
(iii) Depreciation
Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of each
part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term
and their useful lives. Freehold land is not depreciated. Property, plant and equipment under construction are not
depreciated until the assets are ready for their intended use.
The estimate useful lives for the current and comparative period are as follows:
Buildings
Structures
Office equipment
Machinery and equipment
Furniture, fixtures and fittings
Motor vehicles
IT equipment
2% - 5%
10%
10%
10% - 33.3%
20%
20%
20%
The depreciable amount is determined after deducting the residual value.
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
(c)
Leased assets
Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value
and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset.
Other leases are operating leases and are not recognised on the Company’s balance sheet.
Accounting policy note on Leasehold land/Prepaid lease payments
Leasehold land that normally has an indefinite economic life and title is not expected to pass to the lessee by the end
of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is
accounted as prepaid lease payments that are amortised over the lease term in accordance with the pattern of benefits
provided.
The Company had previously classified lease of land as finance lease and had recognised the amount of prepaid lease
payments as property within its property, plant and equipment. These leasehold land are stated at Directors’ valuation
and the Company has availed itself to the transitional provision when MASB adopted International Accounting Standard
No. 16 (Revised), “Property, Plant and Equipment”, the valuation of these assets has not been updated and they
continue to be stated at their existing carrying amounts less accumulated depreciation.
53
(c) Leased assets (continued)
Accounting policy note on Leasehold land/Prepaid lease payments (continued)
On early adoption of FRS 117, Leases, the Company treats such a lease as an operating lease, with the unamortised
carrying amount classified as prepaid lease payments in accordance with the transitional provisions in FRS 117.67A.
(d) Investments in equity securities
Investments in equity securities are recognised initially at fair value plus attributable transaction costs.
Subsequent to initial recognition:
• Investments in non-current equity securities, are stated at cost less allowance for diminution in value,
• All current investments are carried at the lower of cost and market value, determined on an individual investment
basis by category of investments.
Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity
securities, 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 statement.
All investments in equity securities are accounted for using settlement date accounting. Settlement date accounting
refers to:
a) the recognition of an asset on the day it is received by the entity, and
b) the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered.
(e) Inventories
Inventories are measured at the lower of cost and net realisable value with weighted average cost being the main basis
for cost. Cost comprises the weighted average cost of merchandise derived at by using the Retail Inventory Method.
Weighted average cost includes related charges incurred in purchasing such merchandise.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses.
(f) Receivables
Trade and other 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.
(g) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments
which have an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash
equivalents are presented net of bank overdrafts.
(h) Impairment of assets
The carrying amounts of assets except for inventories and financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable
amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit
exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is
recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed
the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest identifiable asset group
that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised
in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce
the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets
in the unit (groups of units) on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised. Reversals of impairment losses are credited to the income statement in the year in
which the reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited
directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the
income statement, a reversal of that impairment loss is also recognised in the income statement.
54
(i)
Employee benefits
Short term employee benefits
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are
measured on an undiscounted basis and are expensed as the related service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if
the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by
the employee and the obligation can be estimated reliably.
The Company’s contribution to the Employee’s Provident Fund is charged to the income statements in the year to which
they relate. Once the contributions have been paid, the Company has no further payment obligations.
(j)
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.
(k) Revenue
Goods sold and services rendered
Revenue from the sale of goods represents gross trading sales, including concessionaire sales which the Company is able
to exercise control, less returns and discounts. Revenue is recognised in the income statement when the significant risks
and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated
costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with
the goods.
Property management services from shopping centre operation which include rental income, service charge, sales
commission and distribution centre charges earned are recognised on an accrual basis.
(l)
Interest income and borrowing costs
Interest income is recognised as it accrues, using the effective interest method.
All borrowing costs are recognised in the income statement using the effective interest method, in the period in which
they are incurred.
(m) Lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term
of the lease.
(n) Tax expense
Tax expense comprises current and deferred tax. Tax expense is recognised in the income statement except to the extent
that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or
substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets
or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit
(tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax liability is recognised for all taxable temporary differences.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to
the extent that it is no longer probable that the related tax benefit will be realised.
Additional taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the
related dividend is recognised.
(o) Earnings per share
The Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares
outstanding during the period.
(p) Segment reporting
A segment is a distinguishable component of the Company that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those of other segments.
55
56
-
66,795
At 31 December 2006
-
-
Transfer in/(out)
-
-
-
(20,871)
Disposals
-
-
-
-
Written off
-
Additions
1 March 2006
87,666
-
Transfer in/(out)
-
Disposals
-
-
87,666
-
(60,761)
60,761
-
87,666
Additions
At 1 March 2005, restated
FRS 117
- Effect of adopting
- As previously reported
At 1 March 2005
Cost/Valuation
Freehold Leasehold
land
land (at
(at cost) valuation)
RM’000
RM’000
3. Property, plant and equipment
126,003
-
-
-
-
126,003
-
-
-
126,003
-
126,003
Buildings
(at
valuation)
RM’000
-
-
-
-
-
-
-
-
-
-
(75,607)
75,607
Leasehold
land (at
cost)
RM’000
392,447
28,337
-
(74,728)
69,243
369,595
3,150
-
121,247
245,198
-
245,198
Buildings
(at cost)
RM’000
123,467
207
(996)
(2,234)
25,806
100,684
4,132
(461)
14,135
82,878
-
82,878
Structures
RM’000
9,783
-
(278)
(36)
2,434
7,663
-
(758)
1,870
6,551
-
6,551
343,773
2
(1,597)
(4,952)
92,723
257,597
2,014
(1,809)
84,046
173,346
-
173,346
Machinery
Office
and
equipment equipment
RM’000
RM’000
217,574
-
(6,748)
(1,018)
51,491
173,849
255
(517)
32,803
141,308
-
141,308
Furniture,
fixtures &
fittings
RM’000
5,803
-
(1)
(63)
936
4,931
-
(550)
1,095
4,386
-
4,386
Motor
vehicles
RM’000
412
-
-
-
104
308
-
-
48
260
-
260
IT
equipment
RM’000
11,152
(28,546)
-
-
10,125
29,573
(9,551)
-
20,131
18,993
-
18,993
Construction
work in
progress
RM’000
1,297,209
-
(9,620)
(103,902)
252,862
1,157,869
-
(4,095)
275,375
886,589
(136,368)
1,022,957
Total
RM’000
57
-
-
-
-
-
-
-
-
-
Disposals
1 March 2006
Depreciation for the period
Disposals
Written off
At 31 December 2006
87,666
87,666
66,795
1 March 2006, restated
At 31 December 2006
Carrying amounts
-
-
Depreciation for the year
-
-
-
-
-
-
-
-
6,540
(6,540)
-
-
FRS 117
- Effect of adopting
- As previously reported
At 1 March 2005
Depreciation
95,934
96,552
99,072
30,069
-
-
618
29,451
-
2,520
26,931
-
26,931
-
-
-
-
-
-
-
-
-
-
-
(2,443)
2,443
351,649
323,838
205,281
40,798
-
(12,803)
7,844
45,757
-
5,840
39,917
-
39,917
82,288
66,873
57,510
41,179
(452)
(1,003)
8,823
33,811
(198)
8,641
25,368
-
25,368
6,055
4,209
2,937
3,728
(234)
(25)
533
3,454
(696)
536
3,614
-
3,614
233,672
175,148
111,492
110,101
(1,375)
(3,697)
32,724
82,449
(1,123)
21,718
61,854
-
61,854
92,414
59,543
44,476
125,160
(6,171)
(927)
17,952
114,306
(469)
17,943
96,832
-
96,832
2,138
1,775
1,485
3,665
(1)
(62)
572
3,156
(382)
637
2,901
-
2,901
155
71
38
257
-
-
20
237
-
15
222
-
222
11,152
29,573
18,993
-
-
-
-
-
-
-
-
-
-
942,252
845,248
628,950
354,957
(8,233)
(18,517)
69,086
312,621
(2,868)
57,850
257,639
(8,983)
266,622
Freehold Leasehold Buildings Leasehold
Machinery Furniture,
Construction
land
land (at
(at
land (at Buildings
Office
and
fixtures & Motor
IT
work in
(at cost) valuation) valuation)
cost)
(at cost) Structures equipment equipment
fittings
vehicles equipment progress
Total
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
3. Property, plant and equipment (continued)
3. Property, plant and equipment (continued)
One of the buildings of the Company is situated on land belonging to a third party.
The buildings stated at Directors’ valuation are based on professional valuation carried out by an independent firm of valuers
in February 1995 using the open market value and on an existing use basis. In accordance with the transitional provisions
issued by Malaysian Accounting Standards Board (“MASB”) upon adoption of International Accounting Standard No. 16
(Revised), “Property, Plant and Equipment”, the valuation of these assets has not been updated, and they continue to be
stated at their existing carrying amounts less accumulated depreciation.
Had the buildings been carried at historical cost less accumulated depreciation, the carrying amount of the revalued assets
that would have been included in the financial statements at the end of the period would be as follows:
Buildings
31.12.2006
RM’000
28.2.2006
RM’000
59,125
60,538
The leasehold land has been reclassified as prepaid lease payments during the financial year in accordance with FRS 117.
4. Prepaid lease payments
Note
Unexpired
period
more than
50 years
RM’000
Cost
At 1 March 2005
Effect of adopting FRS 117
136,368
At 1 March 2005, restated/28 February 2006/1 March 2006
Additions
136,368
2,463
At 31 December 2006
138,831
Amortisation
At 1 March 2005
Effect of adopting FRS 117
8,983
Amortisation for the year
13
8,983
1,377
At 28 February 2006/1 March 2006
Amortisation for the period
13
10,360
1,202
11,562
At 31 December 2006
Carrying amounts
- Current
- Non-current
1,435
125,950
127,385
At 28 February 2006/1 March 2006
- Current
- Non-current
1,435
124,573
126,008
At 31 December 2006
- Current
- Non-current
1,461
125,808
127,269
58
5. Investments
31.12.2006
RM’000
28.2.2006
RM’000
Non-current
Unquoted shares, at cost
Golf membership
Equity investment
45
1,030
45
1,030
1,075
1,075
6. Inventories
At cost:
Retail merchandise
Food and others
31.12.2006
RM’000
28.2.2006
RM’000
132,555
81,628
113,430
45,631
214,183
159,061
During the financial period, inventories recognised as cost of sales amounted to RM1,370,402,706 (28.2.2006 RM1,414,049,468).
7. Receivables, deposits and prepayments
Note
31.12.2006
RM’000
28.2.2006
RM’000
restated
Current
Trade
Trade receivables
Less: Allowance for doubtful debts
a
22,850
(722)
9,957
(1,286)
22,128
8,671
9,261
14,280
4,545
13,479
45,669
26,695
Non-trade
Other receivables and prepayments
Rental and utility deposits
b
Note a
Included in trade receivables is an amount of RM816,180 (28.2.2006 - RM470,006) due from companies with common Directors.
During the period, trade receivables of RM563,629 were written off against allowance for doubtful debts.
Note b
Included in other receivables and prepayments is an amount of RM6,050,000 with the Company’s lawyer as stakeholder
which represents the balance of the purchase consideration for the disposal of Kinta City Shopping Centre.
8. Cash and cash equivalents
31.12.2006
RM’000
Cash and bank balances
Deposits with licensed financial institutions
28.2.2006
RM’000
107,925
-
27,105
26,300
107,925
53,405
59
9. Capital and reserves
31.12.2006
RM’000
28.2.2006
RM’000
500,000
500,000
175,500
175,500
Share capital
Ordinary shares of RM1.00 each:
Authorised
Issued and fully paid
Share premium
Share premium relates to the amount that shareholders have paid for the shares in excess of the nominal value.
Revaluation reserve
The revaluation reserve relates to the revaluation of property, plant and equipment in prior years.
Section 108 tax credit
Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt
income to frank all of its retained profits at 31 December 2006 if paid out as dividends.
10. Deferred tax liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
31.12.2006
28.2.2006
RM’000
RM’000
Liabilities
31.12.2006
28.2.2006
RM’000
RM’000
Net
31.12.2006
28.2.2006
RM’000
RM’000
restated
- capital allowance
- revaluation
Provisions
1,666
1,666
(17,863)
(12,916)
-
(17,863)
(13,084)
-
(17,863)
(12,916)
1,666
(17,863)
(13,084)
1,666
Net tax assets/ (liabilities)
1,666
1,666
(30,779)
(30,947)
(29,113)
(29,281)
Recognised
in income
statement
RM’000
At
28.2.2006/
1.3.2006
RM’000
Movement in temporary differences during the year/period:
At
1.3.2005
RM’000
Recognised
in income
At
statement 31.12.2006
RM’000
RM’000
- capital allowance
- revaluation
11,888
13,286
5,975
(202)
17,863
13,084
(168)
17,863
12,916
25,174
5,773
30,947
(168)
30,779
(745)
(921)
(1,666)
-
(1,666)
24,429
4,852
29,281
(168)
29,113
Note 16
29,113
Deferred tax assets
Provisions
Note 16
60
11. Payables and accruals
Note
31.12.2006
RM’000
28.2.2006
RM’000
389,394
324,716
167,188
42,220
78,705
423
-
133,918
19,766
67,308
1,444
677,930
547,152
Trade
Trade payables
Non-trade
Other payables and accrued expenses
Progress claim from contractors
Rental and utility deposits
Holding company
Affiliated company
a
b
Note a
ÆON Co., Ltd., a company incorporated in Japan was an affiliated company of the Company in the previous year and became
the holding company during the period. The amount due to holding company is unsecured, interest free and repayable on
demand.
Note b
In the previous year, the amount due to affiliated company was unsecured, interest free and repayable on demand.
12. Borrowings (unsecured)
31.12.2006
RM’000
28.2.2006
RM’000
Current
Bank overdrafts
-
625
In the previous year, the bank overdrafts of the Company were subject to interest at 0.5% above the lender’s base lending rates.
13. Operating profit
Operating profit is arrived at after crediting:
Gain on disposal of property, plant and equipment
Rental income on shopping centre operation
and after charging:
Auditors’ remuneration
- Audit services
- Auditors of the Company
- Other services by auditors of the Company
Amortisation of prepaid lease payment
Depreciation
Loss on disposal of property, plant and equipment
Personnel expenses
- Contributions to Employee Provident Fund
- Wages, salaries and others
Property, plant and equipment written off
Rental expense
- land
- buildings
- equipment
- fixtures and fittings
- hostel
Royalty
1.3.2006 to
31.12.2006
RM’000
1.3.2005 to
28.2.2006
RM’000
34,073
150,285
128,574
130
25
1,202
69,086
-
120
1,377
57,850
83
11,143
97,665
1,387
11,136
100,572
824
941
45,236
475
222
7
1,132
42,995
249
362
203
11,181
10,835
61
14. Key management personnel compensation
The key management personnel compensations are as follows:
1.3.2006 to
31.12.2006
RM’000
Directors
- Fees
- Remuneration
- Other short term employee benefits (including
estimated monetary value of benefits-in-kind)
1.3.2005 to
28.2.2006
RM’000
959
747
1,048
1,021
57
59
1,763
2,128
15. Interest expense
1.3.2006 to
31.12.2006
RM’000
Bank overdrafts
Other borrowings
1.3.2005 to
28.2.2006
RM’000
41
1,921
37
558
1,962
595
16. Tax expense
1.3.2006 to
31.12.2006
RM’000
1.3.2005 to
28.2.2006
RM’000
Current tax expense
Deferred tax expense (Note 10)
- origination and reversal of temporary differences
37,663
34,142
(168)
4,852
Total tax expense
37,495
38,994
140,741
112,198
Tax calculated using Malaysian tax rate of 27% (28.2.2006 - 28%)
Income not subject to tax
Non-deductible expenses
Reversal of deferred tax liabilities on crystallisation of revaluation
reserves of property, plant and equipment
38,000
(9,170)
8,833
31,415
7,781
(168)
(202)
Tax expense
37,495
38,994
Reconciliation of effective tax expense
Profit before taxation
In the Malaysia Budget 2007, it was announced that for the year of assessment 2007, the rate will be reduced from 28%
to 27% and for the year of assessment 2008, the rate will be reduced to 26%.
Due to the change of its financial year end from 28 February to 31 December, the Company’s basis period for the year of
assessment 2007 is from 1 March 2006 to 31 December 2007. As a result, the statutory tax rate in this financial period is 27%.
17. Basic earnings per ordinary share
Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of RM103,246,050
(28.2.2006 - RM73,204,059) by the number of ordinary shares outstanding of 175,500,000 during the period.
62
18. Dividend
Dividend recognised in the current year by the company is:
1.3.2006 to 31.12.2006
Final 28.2.2006 ordinary less 28% tax
1.3.2005 to 28.2.2006
Final 2005 ordinary less 28% tax
Sen
per share
Total
amount
RM’000
Date of
payment
10.8
18,954
20 July 2006
8.6
15,163
20 July 2005
After the balance sheet date the following dividend was proposed by the Directors. This dividend will be recognised in
subsequent financial reports upon approval by the shareholders.
Sen
per share
Total
amount
RM’000
11.7
20,498
Final ordinary less 27% tax
19. Segmental reporting
Segment information is presented in respect of the Company’s business segment. The primary format, business segments, is
based on the Company’s management and internal reporting structure. There is no segmental analysis by geographical location
as the Company’s operations are principally located in Malaysia.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items mainly comprise interest-earning assets and revenue and income taxes.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used
for more than one period.
Business segments
The Company comprises the following main business segments:
Retailing
The operations of a chain of superstores selling clothing, food, household goods
and other merchandise.
Property management services
Shopping centre operation and distribution centre charges earned.
Retailing
1.3.2006 to 1.3.2005 to
31.12.2006
28.2.2006
RM’000
RM’000
Property
management services
Total
1.3.2006 to 1.3.2005 to 1.3.2006 to 1.3.2005 to
31.12.2006 28.2.2006 31.12.2006 28.2.2006
RM’000
RM’000
RM’000
RM’000
Business segments
Revenue from external customers
1,763,283
1,807,753
178,148
154,692
1,941,431
1,962,445
Total revenue
1,763,283
1,807,753
178,148
154,692
1,941,431
1,962,445
61,832
72,629
46,366
39,819
108,198
112,448
-
-
33,963
-
33,963
-
142,161
112,448
(1,962)
542
(595)
345
Profit before taxation
Tax expense
140,741
(37,495)
112,198
(38,994)
Profit for the period/year
103,246
73,204
Operating profit before disposal of
Kinta City Shopping Centre
Gain on disposal of Kinta City
Shopping Centre
Operating profit after disposal
of Kinta City Shopping Centre
Interest expense
Interest income
63
19. Segmental reporting (continued)
Retailing
1.3.2006 to 1.3.2005 to
31.12.2006
28.2.2006
RM’000
RM’000
Segment assets
Unallocated assets
1,438,373
-
1,185,192
26,300
Total assets
1,438,373
1,211,492
Unallocated liabilities
(677,930)
(54,300)
(547,777)
(41,864)
Total liabilities
(732,230)
(589,641)
Segment liabilities
Capital expenditure
Depreciation
Amortisation of prepaid lease payment
Non-cash expenses
other than depreciation
601,218
(525,739)
386,606
Property
management services
Total
1.3.2006 to 1.3.2005 to 1.3.2006 to 1.3.2005 to
31.12.2006 28.2.2006 31.12.2006 28.2.2006
RM’000
RM’000
RM’000
RM’000
(438,778)
837,155
(152,191)
798,586
(108,999)
108,603
41,279
-
62,535
38,738
-
144,259
27,807
1,202
212,840
19,112
1,377
252,862
69,086
1,202
275,375
57,850
1,377
1,371
299
16
525
1,387
824
20. Operating leases
Leases as lessee
Total future minimum lease payments under non-cancellable operating leases are as follows:
Less than one year
Between one and five years
More than five years
31.12.2006
RM’000
28.2.2006
RM’000
64,276
409,324
471,111
44,369
262,459
325,806
944,711
632,634
The Company leases a number of land and buildings under operating leases. The leases have initial periods ranging from 3 to
25 years, with an option to renew the respective leases for another 3 to 15 years.
21. Capital commitments
31.12.2006
RM’000
Contracted but not provided for and payable:
Within one year
30,622
28.2.2006
RM’000
64,013
22. Related parties
Identity of related parties
For the purposes of these financial statements, parties are considered to be related to the Company if the Company has
the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial
and operating decisions, or vice versa, or where the Company and the party are subject to common control or common
significant influence. Related parties may be individuals or other entities. The Company has a related party relationship with
its Directors, its holding company and the holding company’s subsidiaries.
In the previous year, the Company had a related party relationship with its affiliated company and the affiliated company’s
subsidiaries.
Transactions with key management personnel
(i) Key management personnel compensation
Key management personnel compensation is disclosed in note 14.
(ii) Transactions with key management personnel other than compensation
A number of key management personnel, of their related parties, hold positions in other entities that result in them
having control or significant influence over the financial or operating policies of these entities.
64
22. Related parties (continued)
Note
Transaction value
Balance outstanding
1.3.2006 to 1.3.2005 to 1.3.2006 to 1.3.2005 to
31.12.2006 28.2.2006 31.12.2006 28.2.2006
RM’000
RM’000
RM’000
RM’000
Director
With companies in which Dato’ Abdullah bin Mohd
Yusof and Datuk Ramli bin Ibrahim have interests:
Laura Ashley (Malaysia) Sdn. Bhd.
Management fee receivable
Rental income receivable
With companies in which Dato’ Abdullah bin Mohd
Yusof has interest:
Abdullah & Zainudin
Legal fees payable
a
b
43
332
58
436
5
-
3
-
c
(24)
(21)
-
-
d
e
f
g
h
4,211
765
35,466
378
(515)
4,467
44
5,908
15
(83)
816
653
-
470
4
(456)
-
With companies in which Dato’ Abdullah bin Mohd Yusof,
Toshiji Tokiwa, Masato Yokoyama and
Datuk Ramli bin Ibrahim have interests:
AEON Credit Service (M) Berhad (a related Company)
Sales through easy payment scheme financing
Rental income
Sales through AEON credit card
Convertible J CARD point income
Credit card sales commission expenses
Note a
Management fee on administrative services rendered by the Company to Laura Ashley (Malaysia) Sdn. Bhd. Amounts were
billed based on normal market rates for such services and were due and receivable under normal payment terms.
Note b
Rental of premises to Laura Ashley (Malaysia) Sdn. Bhd. for the usage as shoplot in a shopping centre at 1, Leboh Bandar
Utama, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan. Amounts were billed based on normal market rates, and
amounts were due and receivable under normal payment terms.
Note c
Professional fees payable to Abdullah & Zainudin for professional legal services rendered. Amounts were billed based on
normal market rates for such services and were due and payable under normal payment terms.
Note d
Sales through easy payment instalment scheme factored to AEON Credit Service (M) Berhad.
Note e
Rental of premises to AEON Credit Service (M) Berhad for the usage of a shoplot in a shopping centre at Jusco Seremban 2
Shopping Centre, Seremban and AEON Tebrau City Shopping Centre, Johor Bahru. Amounts were billed based on normal
market rates, and amounts were due and receivable under normal payment terms.
Note f
Sales through credit card issued by AEON Credit Service (M) Berhad.
Note g
Convertible J CARD points purchased by AEON Credit Service (M) Berhad for J CARD gift redemption given to cardholders
who are also J CARD members of the Company.
Note h
Credit card commission payable to AEON Credit Service (M) Berhad for the sales through credit cards.
65
22. Related parties (continued)
Other related party transactions
Transaction value
Balance outstanding
1.3.2006 to 1.3.2005 to 1.3.2006 to 1.3.2005 to
31.12.2006 28.2.2006 31.12.2006 28.2.2006
RM’000
RM’000
RM’000
RM’000
Holding company
Royalty expenses
11,181
-
11,181
-
-
10,835
-
10,835
1,118
300
-
125
52
-
-
1,568
171
-
202
26
Affiliated company
Royalty expenses
Holding company’s subsidiaries
Purchase of merchandise
Consultation fees
Affiliated company’s subsidiaries
Purchase of merchandise
Consultation fees
All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in cash. None
of the balances is secured.
23. Financial instruments
Exposure to credit risk, interest rate risk, foreign currency risk and liquidity risk arises in the normal course of the Company’s
business. The Company’s policies for managing each of these risks are summarised below.
Credit risk
The Company has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations
are performed on shopping centre tenants and the Company requires all tenants to place adequate security deposits as
stipulated under the tenancy agreement. At balance sheet date, the Company does not have any major concentration of
credit risk on its shopping centre tenants. The maximum exposure to credit risk for the Company was represented by the
carrying amount of each financial asset.
Foreign currency risk
The Company does not have any significant exposure to foreign currency risk as its transactions and balances are
substantially denominated in Ringgit Malaysia.
Liquidity risk
The Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance
the Company’s operations and to mitigate the effects of fluctuations in cash flows.
Interest rate risk
The Company’s exposure to interest rate risk relates only to its short term borrowings such as overdraft and trade financing
facilities. Interest-earning financial assets are mainly deposits placed with financial institutions that generate interest income
for the Company.
The management monitors the prevailing interest rates at regular intervals, and maintains an appropriate level of cash
and cash equivalents to finance the working capital requirements and mitigate the effects of fluctuation in cash flow and
liquidity positions of the Company.
In view of the competitive rates that are available from the prevailing banking facilities granted to the Company to finance
its working capital requirements and the prevailing low interest rate scenario, the interest rate risk is not expected to have
a material impact on the Company.
Effective interest rates and repricing analysis
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their
effective interest rate at the balance sheet date and the periods in which they reprice or mature, whichever is earlier:
31.12.2006
Effective
interest rate per
annum %
Total
RM’000
28.2.2006
Within
1 period
RM’000
Effective
interest rate per
annum %
Total
RM’000
Within
1 period
RM’000
Financial assets
Deposits placed with
licensed financial
institutions
-
-
-
2.85
26,300
26,300
-
-
-
7.00
625
625
Financial liabilities
Bank overdrafts
66
23. Financial instruments(continued)
Fair values
In respect of cash and cash equivalents, trade and other receivables, trade and other payables and short term borrowings,
the carrying amounts approximate fair value due to the relatively short term nature of these financial instruments.
The aggregate fair values of other financial assets carried on the balance sheet are shown below:
31.12.2006
Carrying
Fair
amount
value
RM’000
RM’000
Financial assets
Long-term investments for which it is:
Practical to estimate fair value
Not practical to estimate fair value
45
1,030
42
-
28.2.2006
Carrying
Fair
amount
value
RM’000
RM’000
45
1,030
36
-
It was not practicable to estimate the fair value of an investment in an unquoted company due to the lack of compensation
quoted market prices and the inability to estimated fair value without incurring excessive costs. That investment is carried
at its original cost of RM1,030,000 (28.2.2006 - RM1,030,000) in the balance sheet. At period end, the share of the net
tangible assets in this unquoted company is RM2,647,302 (28.2.2006 - RM2,260,224).
24. Change of financial year end
The Company changed its financial year end from 28 February to 31 December to be in line with AEON Group’s reporting.
The comparatives for the Income Statement, Statement of Changes in Equity and Cash Flow Statement as well as the
comparatives in the notes to the financial statements relating to the Income Statement are for the previous twelve months
ended 28 February 2006 and hence, are not comparable to that for the current ten months ended 31 December 2006.
25. Comparative figures
Certain comparative figures have been reclassified.
As
restated
RM’000
As
previously
stated
RM’000
845,248
124,573
971,256
-
1,435
-
971,256
971,256
(57,850)
(267,457)
(59,227)
(266,080)
57,850
1,377
59,227
-
Balance sheet
Non-current assets
Current assets
Income statement
Depreciation
Operating expenses
Cash flow statement
Depreciation
Amortisation of prepaid lease payments
Leasehold land amounting to RM126,008,000 as of 28 February 2006 was reclassified from property, plant and equipment
to prepaid lease payments to comply with the requirements of FRS 117, Leases. Accordingly, the depreciation is also
classified as amortisation of prepaid lease payments.
67
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 67 are drawn up in accordance with the provisions
of the Companies Act, 1965 and applicable approved accounting standards for entities other than private entities issued by the
Malaysian Accounting Standards Board so as to give a true and fair view of the state of affairs of the Company at 31 December
2006 and of the results of its operations and cash flows for the period ended on that date.
Signed in accordance with a resolution of the Directors:
..................................................................
..................................................................
Nagahisa Oyama
Kuala Lumpur,
STATUTORY DECLARATION
pursuant to Section 169(16) of the Companies Act, 1965
I, Poh Ying Loo, the officer primarily responsible for the financial management of AEON CO. (M) BHD., do solemnly and sincerely
declare that the financial statements set out on pages 48 to 67 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 in Kuala Lumpur on 15 February 2007.
……………………………………………..
Poh Ying Loo
Before me:
68
REPORT OF THE AUDITORS
to the members of AEON CO. (M) BHD.
We have audited the financial statements set out on pages 48 to 67. The preparation of the financial statements is the
responsibility of the Company’s Directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion
to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume
responsibility to any other person for the contents of this report.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating
the overall financial statements presentation. We believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable
approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards Board
so as to give a true and fair view of:
(i) the state of affairs of the Company at 31 December 2006 and of the results of its operations and cash flows for the period
ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the
Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company have
been properly kept in accordance with the provisions of the said Act.
.................................................................
KPMG Desa Megat & Co.
Firm Number: AF 0759
Chartered Accountants
..................................................................
Abdullah Abu Samah
Partner
Approval Number: 2013/06/08(J)
Kuala Lumpur,
69
ANALYSIS OF SHAREHOLDINGS
as at 28 February 2007
Authorised Share Capital
Paid-up Share Capital
Class of Shares
Voting Rights
:
:
:
:
Size of
Shareholdings
RM500,000,000
RM175,500,000
Ordinary Share of RM1 each
1 vote per Ordinary Share
No. of
Shareholders/
Depositors
1 - 99
% of
Shareholders/
Depositors
No. of
Shares Held
% of
Issued Capital
91
7.06
1,390
0.00
100 - 1,000
306
23.74
235,410
0.13
1,001 - 10,000
715
55.47
2,608,600
1.49
10,001 - 100,000
116
9.00
3,395,800
1.93
100,001 - 8,774,999
60
4.65
79,753,800
45.44
8,775,000 and above
1
0.08
89,505,000
51.00
1289
100.00
175,500,000
100.00
Total
Substantial Shareholders as per Register of Substantial Shareholders
No.
Name
No. of Shares
Direct Interest
%
Indirect Interest
%
1.
AEON Co., Ltd.
89,505,000
51.0000
-
-
2.
Aberdeen Asset
Management PLC
12,991,200
7.4024
-
-
Directors’ Interests
No.
Name
1.
2.
Masato Yokoyama
3.
70
No. of Shares
Direct Interest
%
Indirect Interest
%
268,000
0.1527
1,411,000
0.8040
30,000
0.0171
-
-
-
-
280,000
0.1595
LIST OF 30 LARGEST SHAREHOLDERS
as at 28 FEBRUARY 2007
No.
Name of Shareholders
No. of Shares
% of Share held
1
AEON Co., Ltd.
89,505,000
51.00
2
HSBC Nominees (Asing) Sdn Bhd
8,278,200
4.71
7,000,000
3.99
6,079,300
3.46
5,383,000
3.07
4,907,500
2.80
3,272,600
1.86
3,106,700
1.77
2,416,300
1.38
2,179,100
1.24
BBH (Lux) SCA for Genesis Smaller Companies
3
Amanah Raya Nominees (Tempatan) Sdn Bhd
Skim Amanah Saham Bumiputera
4
Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Wawasan 2020
5
Exempt An for BNP Paribas Securities Services
(Convert in USD)
6
Cartaban Nominees (Asing) Sdn Bhd
SSBT Fund D26J for Emerging Markets Global
Small Capitalization Fund (TEMMUF)
7
Exempt An for JPMorgan Chase Bank,
National Association (Nordea Bank S.A)
8
Malaysia Nominees (Tempatan) Sendirian Berhad
Great Eastern Life Assurance (Malaysia) Berhad
(Par 1)
9
HSBC-FS for Aberdeen Malaysia Equity Fund
10
State Street London Fund XCB9 for
Aberdeen Asian Smaller Companies Investment
Trust PLC
11
Employees Provident Fund Board
2,162,400
1.23
12
2,130,000
1.21
1,893,300
1.08
HSBC-FS I for Apollo Asia Fund Ltd
13
Government of Singapore Investment Corporation
Pte Ltd for Government of Singapore (C)
14
Syarikat Maluri Sdn Bhd
1,865,000
1.06
15
1,733,500
0.99
National Association (JERSEY)
71
No.
Name of Shareholders
No. of Shares
% of Share held
16
Permodalan Nasional Berhad
1,616,200
0.92
17
Mayban Nominees (Tempatan) Sdn Bhd
1,515,000
0.86
1,309,900
0.75
1,290,000
0.74
Aberdeen Asset Management Sdn Bhd
for The Employees’ Provident Fund Board (250416)
18
BBH and Co Boston for Smaller Companies
Portfolio (GEMOFL)
19
HSBC Nominees (Tempatan) Sdn Bhd
Nomura Asset Mgmt SG for Employees
Provident Fund
20
Takuya Okada
1,200,000
0.68
21
Rozilawati binti Haji Basir
1,155,000
0.66
22
Rozana Zeti binti Basir
1,155,000
0.66
23
Roshayati binti Basir
1,155,000
0.66
24
1,100,000
0.63
1,075,700
0.61
National Association (Norges Bank)
25
CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB-Principal Asset Management Berhad
for Employees Provident Fund Board
26
Status Resources Sdn Bhd
911,000
0.52
27
899,300
0.51
858,800
0.49
Government of Singapore Investment
Corporation Pte Ltd for Monetary Authority
of Singapore (H)
28
National Association (U.K.)
29
MCIS Zurich Insurance Berhad
730,200
0.42
30
CIMSEC Nominees (Tempatan) Sdn Bhd
730,000
0.42
158,613,000
90.38
CIMB-Principal Asset Management Berhad
for Pensions Trust Fund Council
Total
72
PARTICULARS OF PROPERTIES
Location
Description/
Existing use
Land/
Built-up
area
(sq ft)
Date of
Acquisition (A)/
Completion (C)/
Revaluation (R)
Approx.
Tenure
age of
(Year of
building expiry for
(year) leasehold)
Net book
value as at
31/12/2006
(RM’000)
Details of AEON’s properties as at 31 December 2006 are set out below:
Lot 7041,
Mukim of Bukit Baru,
District of
Melaka Tengah,
Melaka.
Existing two-storey
shopping centre
Extention/Renovation
200,316
February 1995 (R)
-
44,598
Lot 23551,
Mukim of Setapak,
District and State
of Wilayah
Persekutuan.
Two-storey shopping
centre and three-storey
car park
666,694
February 1995 (R)
141/2
-
48,797
Lot PT 21441,
Mukim of Kapar,
District of Klang,
Selangor.
Two-storey shopping
centre and
two-storey car park
691,414
October 1995 (C)
11
-
50,169
Lot 49045,
Mukim of Pulai,
District of Johor
Bahru, Johor.
Freehold land/
Two-storey shopping
centre including
covered car park
377,490/
483,299
April 2002 (A)/
August 2002 (C)
41/2
Freehold
28,679
Lot 4086, Kawasan A,
Mukim Batu,
Daerah Kuala Lumpur,
Wilayah Persekutuan.
Two-storey shopping
centre and two-storey
car park
906,497
January 2004 (C)
3
-
50,020
Lot PTD 114179,
Mukim of Tebrau,
District of Johor
Bahru, Johor.
Freehold land/
Three-storey shopping
centre and one-storey
car park
1,308,035/
1,468,693
March 2004 (A)
January 2006 (C)
1
Freehold
163,862
Lot 3144,
Mukim of Cheras,
District of Ulu Langat,
Selangor.
Freehold land/
Two-storey shopping
centre and two-storey
car park
113,451/
893,819
April 2004 (A)
December 2006 (C)
-
Freehold
69,751
179,989
15
81/2
Details of AEON’s prepaid lease payments as at 31 December 2006 are set out below:
Lot 7041,
Mukim of Bukit Baru,
District of
Melaka Tengah,
Melaka.
Leasehold land
436,036
February 1995 (R)
-
99 years
expiring on
19/12/2089
13,402
Lot 23551,
Mukim of Setapak,
District and State
of Wilayah
Persekutuan.
Leasehold land
368,516
February 1995 (R)
-
95 years
expiring on
28/3/2085
39,467
Lot PT 21441,
Mukim of Kapar,
District of Klang,
Selangor.
Leasehold land
643,753
June 1994 (A)
-
99 years
expiring on
9/5/2093
16,742
Lot 4086, Kawasan A,
Mukim Batu,
Daerah Kuala Lumpur,
Wilayah Persekutuan.
Leasehold land
410,815
January 2004 (C)
-
99 years
expiring on
April 2101
41,219
Lot PT 41977,
Mukim of Cheras,
District of Ulu Langat,
Selangor.
Leasehold land
550,910
April 2004 (A)
-
99 years
expiring on
12/4/2103
16,439
Note: Leasehold land as at 31 December 2006 was reclassified from property, plant and equipment to prepaid lease payments
to comply with the requirements of FRS 117, Leases.
73
JUSCO STORES &
JUSCO
STORES & SHOPPING
CENTRES
SHOPPING
CENTERS
Directory
PULAU PINANG
IPOH
KUANTAN
NORTHERN
JUSCO IPOH
No.2, Jalan Teh Lean Swee,
Off Jalan Sultan Azlan Shah Utara,
31400 Ipoh, Perak Darul Ridzuan.
Tel: 05-549 9633
KINTA CITY SHOPPING CENTRE
Tel: 05-548 4668
KUALA LUMPUR
MELAKA
JOHOR BAHRU
PULAU PINANG
IPOH
KUANTAN
JUSCO TAMAN MALURI
SHOPPING CENTRE
Tel: 03-9200 1004
KUALA LUMPUR
CENTRAL
JUSCO TAMAN MALURI
Cheras, 55100 Kuala Lumpur.
Tel: 03-9285 5222
MELAKA
JOHOR BAHRU
JUSCO BANDAR BARU KLANG
Persiaran Bukit Raja 2,
Bandar Baru Klang, 41150
Klang, Selangor Darul Ehsan.
Tel: 03-3343 9366
BUKIT RAJA SHOPPING CENTRE
Tel: 03-3343 2166
JUSCO MID VALLEY
AT3 Mid Valley Megamall,
Mid Valley City,
Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel:03-2284 4800
JUSCO TAMAN EQUINE
No. 2, Jalan Equine, Taman Equine,
Bandar Putra Permai,
43300 Seri Kembangan,
Selangor Darul Ehsan.
Tel: 03-8941 3700
JUSCO CHERAS SELATAN
Aras Mezzanine,
Lebuh Tun Hussien Onn,
43200 Balakong,
Tel: 03-9080 3018
AEON TAMAN EQUINE
SHOPPING CENTRE
Tel: 03-7545 2700
AEON CHERAS SELATAN
SHOPPING CENTRE
Tel: 03-9080 3498
PULAU PINANG
IPOH
KUANTAN
JUSCO MELAKA
Leboh Ayer Keroh,
75450 Melaka.
Tel: 06-232 4899
JUSCO MELAKA
SHOPPING CENTRE
Tel: 06-233 2988
KUALA LUMPUR
MELAKA
JOHOR BAHRU
JUSCO SEREMBAN 2
112, Persiaran S2 B1,
Seremban 2, 70300
Seremban, Negeri Sembilan
Darul Khusus.
Tel: 06-601 5633
SOUTHERN
74
JUSCO SEREMBAN 2
SHOPPING CENTRE
Tel: 06-601 5618
JUSCO QUEENSBAY
1F-01 Persiaran Bayan Indah,
Sungai Nibong,
11900 Bayan Lepas,
Penang.
Tel: 04-641 3822
JUSCO WANGSA MAJU
Jalan R1, Seksyen 1,
Bandar Baru Wangsa Maju,
53300 Kuala Lumpur.
Tel: 03-4149 7666
ALPHA ANGLE SHOPPING CENTRE
Tel: 03-4149 5288
JUSCO BANDAR UTAMA
No. 1, Leboh Bandar Utama,
Bandar Utama, Damansara,
47800 Petaling Jaya,
Tel: 03-7726 6266
1 UTAMA SHOPPING CENTRE
Tel: 03-7726 6033
JUSCO BANDAR PUCHONG
Lot G40, IOI Mall, Batu 9,
Jalan Puchong,
Bandar Puchong Jaya,
47100 Puchong,
Tel: 03-8070 1200
JUSCO METRO PRIMA
No. 1, Jalan Metro Prima,
52100 Kepong,
Kuala Lumpur
Tel: 03-6257 2121
PASAR RAYA D’HATI
DAMANSARA DAMAI,
PASAR RAYA D’HATI
PEARL POINT,
(formerly known as J-One Damansara Damai)
JUSCO METRO PRIMA
SHOPPING CENTRE
Tel: 03-6259 1122
(formerly known as J-One Pearl Point)
C-1-05, Park Avenue,
Jalan PJU 10/1, PJU 10,
Damansara Damai,
47830 Petaling Jaya,
Tel: 03-6157 1432
Lot 1.0.49, Ground Floor,
Pearl Point Shopping Mall,
Jalan Klang Lama,
58000 Kuala Lumpur.
Tel: 03-7982 0422
JUSCO TAMAN UNIVERSITI
No. 4, Jalan Pendidikan,
Taman Universiti, 81300
Skudai, Johor Darul Takzim.
Tel: 07-521 8000
JUSCO PERMAS JAYA
No. 1, Jalan Permas Utara,
Bandar Baru Permas Jaya,
81750 Johor Bahru,
Johor Darul Takzim.
Tel: 07-386 8900
JUSCO TAMAN UNIVERSITI
SHOPPING CENTRE
Tel: 07-520 8700
JUSCO PERMAS JAYA
SHOPPING CENTRE
Tel: 07-386 0600
JUSCO TEBRAU CITY
No 1, Jalan Desa Tebrau,
Taman Desa Tebrau,
81100 Johor Bahru,
Johor Darul Takzim.
Tel: 07-3511 110
AEON TEBRAU CITY
SHOPPING CENTRE
Tel: 07-3522 220
75
MILESTONES
MILESTONES
1984
SEPTEMBER
– JAYA JUSCO STORES SDN BHD established, in response to a request from Prime Minister Y.A.B.
Datuk Seri Dr Mahathir bin Mohamad, to help modernise the retailing industry in Malaysia.
1985
JUNE
– The first pilot store, JAYA JUSCO Dayabumi, opened.
DECEMBER
– The second pilot store, JAYA JUSCO Taman Tun, opened.
JUNE
– JAYA JUSCO Dayabumi closed.
OCTOBER
– The first Superstore, JAYA JUSCO Taman Maluri, opened.
JUNE
– “Japan Management Training Programme” begun.
NOVEMBER
– 28 Malaysian students invited to Japan as “Ambassadors” through the ÆON “1% Club” Programme.
1991
OCTOBER
– JUSCO Melaka was opened and fully operated by Malaysian staff.
– The ÆON Group’s “Hometown Forest” programme was launched simultaneously at the
inauguration of JUSCO Melaka.
1992
APRIL
– JUSCO Wangsa Maju (Alpha Angle Shopping Centre), our first Shopping Centre, opened.
1994
AUGUST
– Our Distribution Centre begun operations.
OCTOBER
– Japanese Trainee Programme begun.
JUNE
– JAYA JUSCO Taman Tun Dr. Ismail closed.
AUGUST
– JUSCO Bandar Utama (1 Utama Shopping Centre) opened.
OCTOBER
– JUSCO Bandar Baru Klang (Bukit Raja Shopping Centre) opened.
1996
DECEMBER
– JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE.
1997
AUGUST
– JUSCO Ipoh (Kinta City Shopping Centre) opened.
1998
DECEMBER
– JUSCO Melaka Superstore was upgraded to a Shopping Centre.
1999
DECEMBER
– JUSCO Mid Valley opened.
2000
DECEMBER
– JUSCO Taman Maluri Superstore was upgraded to a Shopping Centre.
– JUSCO Bandar Puchong opened.
2001
OCTOBER
– Launch of WAOH Charity Fund / JUSCO Fest / JUSCO’s 17th Anniversary.
NOVEMBER
– 22 Malaysian students and 2 former participants from the 1990 batch were invited to Japan as
‘Ambassadors’ through the ÆON “1% Club” Programme.
APRIL
– Establishment of JUSCO-OUM Retail Centre in Alpha Angle Shopping Centre, at Wangsa Maju.
JULY
– JUSCO Taman Universiti opened, Japan Management Training Programme reactivated.
JULY
– WAOH Charity Bazaar.
1989
1990
1995
2002
2003
76
MILESTONES
MILESTONES
2003
2004
2005
2006
2007
AUGUST
– Smart Wonder World opened in JUSCO Taman Maluri.
OCTOBER
– JUSCO Home Centre opened in 1 Utama Shopping Centre.
DECEMBER
– 3,000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store as part of ÆON’s
environmental campaign, ‘Planting Seeds of Growth’.
– JUSCO Permas Jaya Shopping Centre opened.
JANUARY
– JUSCO Metro Prima Tree Planting Ceremony was held. 2,000 seedlings were planted.
– JUSCO Metro Prima Shopping Centre opened.
JUNE
– WAOH Charity Fund officially registered as the “WAOH” Malaysian JUSCO Foundation.
SEPTEMBER
–
–
–
–
AUGUST
– Company authorised share capital increased from RM100,000,000 to RM500,000,000.
OCTOBER
– Completed Bonus Issue (1:1) for 87,750,000 new Ordinary Shares.
MARCH
– AEON CO. (M) BHD. received a certificate of appreciation from the Prime Minister for its tree
planting activities.
JULY
– Charity Gala Dinner was held.
AUGUST
– The management of AEON CO. (M) BHD. met with the Menteri Besar of Negeri Sembilan, Y.A.B.
Datuk Seri Utama Hj Mohamad bin Hj Hasan.
SEPTEMBER
– JUSCO Seremban 2 Tree Planting ceremony was held. 3,300 seedlings were planted.
– JUSCO Seremban 2 Shopping Centre opened.
OCTOBER
– The 1st PASAR RAYA D’HATI (formerly known as J-One) supermarket in Damansara Damai opened.
DECEMBER
– AEON Tebrau City Tree Planting ceremony was held. 6,000 seedlings were planted.
JANUARY
– AEON Tebrau City Shopping Centre opened.
APRIL
– Change of financial year end.
JUNE
– AEON Taman Equine Tree Planting Ceremony held. 4,000 seedlings were planted.
JULY
– AEON Taman Equine Shopping Centre opened.
– PASAR RAYA D’HATI (formerly known as J-One) supermarket in Pearl Point opened.
NOVEMBER
– AEON Cheras Selatan Tree Planting Ceremony held. 4,000 seedlings were planted.
– WAOH Charity Gala Dinner held.
DECEMBER
– JUSCO Queensbay Store opened.
– AEON Cheras Selatan Shopping Centre opened.
JANUARY
– PASAR RAYA D’HATI name change ceremony held at Pearl Point Shopping Mall.
JAYA JUSCO STORES BHD. officially changed name to AEON CO. (M) BHD.
JUSCO celebrated 20th Anniversary in Malaysia with Gala Dinner.
Official launch of “WAOH” Malaysian JUSCO Foundation.
30,000 seedlings planted in the Malaysia-Japan Friendship Forest, AEON Woodland, Paya Indah Wetlands.
77
NOTICE OF ANNUAL GENERAL
NOTICE
OF ANNUAL GENERAL MEETING
MEETING
NOTICE IS HEREBY GIVEN that the Twenty-Second Annual General Meeting of AEON CO. (M) BHD. will be held at
Ballroom 1, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 24 April 2007 at 10.30 a.m. for
the following purposes:-
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the financial
period ended 31 December 2006 together with the Reports of the Directors
and Auditors thereon.
Ordinary Resolution 1
2. To declare a First and Final Dividend of 16 sen per share less 27% income
tax for the financial period ended 31 December 2006.
3. To approve the payment of Directors’ Fees for the financial period ended
31 December 2006.
4. To re-elect the following Directors retiring under Article 74 of the Articles
of Association of the Company:i)
ii) Mr. Toshiji Tokiwa
iii) Mr. Tatsuichi Yamaguchi
iv) Mr. Nagahisa Oyama
v) Mr. Masato Yokoyama
vi) Datuk Ramli bin Ibrahim
vii) Brig. Jen. (B) Dato’ Mohd Idris bin Saman
viii) Datuk Zawawi bin Mahmuddin
ix) Dato’ Chew Kong Seng
5. To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the Company
and to authorise the Directors to fix their remuneration.
As Special Business
To consider and, if thought fit, to pass the following ordinary resolution :6. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR THE
RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE (“PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE”)
“THAT approval be and is hereby given to the Company, to enter and give
effect to the recurrent related party transactions of a revenue or trading
nature (hereinafter to be referred to as “Recurrent Transactions”) with
the related parties as stated in Section 2.2 of the Circular to Shareholders
dated 2 April 2007 which are necessary for the Company’s day-to-day
operations subject further to the following:-
78
(i) the Recurrent Transactions contemplated are in the ordinary course
of business and on terms which are not more favourable to related
parties than those generally available to the public, and are not to the
detriment of the minority shareholders;
(ii) the approval is subject to annual renewal and shall only continue to be
in force until:(a) the conclusion of the next Annual General Meeting of the Company
following the forthcoming Annual General Meeting of the Company
at which the Proposed Renewal of Shareholders’ Mandate is
approved, at which time it will lapse unless by a resolution passed
at the Annual General Meeting the mandate is again renewed;
(b) the expiration of the period within which the next Annual General
Meeting of the Company after the date it is required to be held
pursuant to Section 143(1) of the Companies Act, 1965 (but shall
not extend to such extensions as may be allowed pursuant to
Section 143(2) of the Companies Act, 1965); or
(c) revoked or varied by resolution passed by the shareholders in
general meeting,
whichever is the earlier; and
(iii) the disclosure of the breakdown of the aggregate value of the
Recurrent Transactions conducted pursuant to the Proposed Renewal of
Shareholders’ Mandate in the Annual Report of the Company based on
the following information:(a) the type of Recurrent Transactions entered into; and
(b) the names of the related parties involved in each type of the
Recurrent Transactions entered into and their relationship with the
Company.
AND THAT the Directors of the Company be and are hereby authorised
to do all acts and things to give full effect to the Recurrent Transactions
contemplated and/or authorised by this resolution, as the Directors of the
Company, in their absolute discretion, deem fit.”
7. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
“THAT the deletions, alterations, modifications, variations and additions
to the Articles of Association of the Company as set out in Appendix I
attached with the Annual Report for financial period ended 31 December
2006 be and are hereby approved.”
Special Resolution 1
79
NOTICE
OF DIVIDEND
NOTICE
OF DIVIDEND
PAYMENT
PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of shareholders at the Twenty-Second Annual General Meeting, a first
and final dividend of 16 sen per share less 27% income tax in respect of the financial period ended 31 December 2006 will be
paid to shareholders on 24 May 2007. The entitlement date for the said dividend shall be 4 May 2007.
A Depositor shall qualify for entitlement to the Dividend only in respect of :(a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 4 May 2007 in respect of transfers.
(b) Shares bought on Bursa Malaysia Securities Berhad on cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
BY ORDER OF THE BOARD
……………………………………………..
SAW BEE LEAN (MAICSA 0793472)
Secretary
Kuala Lumpur
Date: 2 April 2007
NOTES :
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his
stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies
Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the
provisions of Section 149(1)(c) of the Act are complied with.
3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of
his shareholdings to be represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman
Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur not less than 48 hours before the time set
for holding the meeting.
5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the
hand of its attorney.
6. Explanatory Note on the Special Business
Ordinary Resolution 14 on the Proposed Renewal of Shareholders’ Mandate
The Ordinary Resolution 14 proposed, if passed, will empower the Directors from the date of the Twenty-Second Annual
General Meeting, to deal with the related party transactions involving recurrent transactions of a revenue or trading nature
which are necessary for the Company’s day-to-day operations. These recurrent related party transactions are in the ordinary
course of business and are on terms not more favourable to the related parties than those generally available to the public and
are not to the detriment of the minority shareholders. This authority unless revoked or varied at a general meeting, will expire
at the next Annual General Meeting of the Company and subject always to provision (ii) of the resolution. The details of the
recurrent related party transactions are set out in the Circular to the Shareholders dated 2 April 2007, which is despatched
together with this Annual Report.
Special Resolution 1 on the Proposed Amendments to the Articles of Association
The Special Resolution 1 proposed, if passed, will render the Articles of Association of the Company to be consistent with the
new requirements under Chapter 7 of the Listing Requirements of Bursa Malaysia Securities Berhad pursuant to the letter dated
14 December 2006 from Bursa Malaysia Berhad and any prevailing laws, rules, regulations, orders, guidelines and requirements
of the relevant authorities.
80
STATEMENT ACCOMPANYING NOTICE
STATEMENT
ACCOMPANYING NOTICE
OF TWENTY-SECOND
OF TWENTY-SECOND
ANNUAL
ANNUAL
GENERAL
MEETING
GENERAL
MEETING
Pursuant to the Paragraph 8.28(2) of the Bursa Securities Listing Requirements
appended hereunder are:a. Further details of Directors standing for re-election
Details of Directors’ standing for re-election are set out in Directors’ Profiles appearing on pages 20-22 of the Annual
Report for the financial period ended 31 December 2006.
The remaining part of this page was intentionally left blank.
81
PROPOSED
AMENDMENTS
TO
PROPOSED
AMENDMENTS
TO THE ARTICLES
ARTICLES OF ASSOCIATION
OFTHE
ASSOCIATION
APPENDIX I
The Articles of Association of the Company are proposed to be amended in the following manner:-
1.
Article 2
To delete the following interpretations in the existing Article 2 and substituted as follows:-
Existing
New
“Central Depository -
Malaysian Central
Depository Sdn. Bhd.”
“Depository
-
Bursa Malaysia
Depository Sdn Bhd”
“Company
- Jaya Jusco Stores Bhd.”
“Company
-
AEON CO. (M) BHD.”
“Exchange
- Kuala Lumpur Stock
Exchange”
“Exchange
-
Bursa Malaysia
Securities Berhad”
All reference to the abovementioned interpretations throughout the whole Articles of Association be changed accordingly.
2.
Article 4
(i)
To delete the existing 1st paragraph of Article 4 in its entirety and to adopt the following new paragraph:-
Existing 1st paragraph of Article 4
“Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the
terms that they are, or at the option of the Company are liable, to be redeemed but the total nominal value of
the issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time
and the Company shall not issue preference shares ranking in priority above preference shares already issued,
but may issue preference shares ranking equally therewith. Preference shareholders shall have the same rights
as ordinary shareholders as regards receiving notices, reports and audited accounts, and attending general
meetings of the Company;”
New 1st paragraph of Article 4
“Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are, or at the option of the Company are liable, to be redeemed and
the Company shall not issue preference shares ranking in priority above preference shares already
issued, but may issue preference shares ranking equally therewith. Preference shareholders shall
have the same rights as ordinary shareholders as regards receiving notices, reports and audited
accounts, and attending general meetings of the Company;”
(ii)
To delete the existing last paragraph of Article 4 which reads as follows in its entirety:-
Existing last paragraph of Article 4
“The holder of a preference share must be entitled to a return of capital in preference to holders of
ordinary shares when the Company is wound up.”
82
3.
Article 50 (2)
To delete the existing Article 50 (2) in its entirety and to adopt the following new Article 50 (2):Existing Article 50 (2)
“The Company shall request the Central Depository in accordance with the Rules to issue a Record of Depositors as at a date not
less than three (3) market days before the general meeting (hereinafter referred to as “the General Meeting Depositors”).”
N
New Article 50 (2)
“The Company shall request the Central Depository in accordance with the Rules to issue a Record of Depositors
as at the latest date which is reasonably practicable which shall in any event be not less than three (3) market days
before the general meeting (hereinafter referred to as “the General Meeting Depositors”).”
4.
Article 62
To delete the existing Article 62 in its entirety and to adopt the following new Article 62:-
Existing Article 62
“Subject to any special rights or restrictions for the time being attached to any classes of shares at meetings of members or classes
of members, each member entitled to vote may vote in person or by proxy or by attorney or by duly authorised representative
and on a show of hands every person who is a member or proxy or attorney or representative of a member shall have one vote,
and on a poll every member present in person or by proxy or attorney or representative shall have one vote for each share he
holds.”
N
New Article 62
“Subject to any special rights or restrictions for the time being attached to any classes of shares at meetings of
members or classes of members, each member entitled to vote may vote in person or by proxy or by attorney or by
duly authorised representative and on a resolution to be decided on a show of hands, a holder of ordinary shares or
preference shares who is personally present and entitled to vote or by proxy or by attorney or by duly authorised
representative shall be entitled to one vote and on a poll a holder of ordinary shares or preference shares who is
personally present and entitled to vote or by proxy or by attorney or by duly authorised representative shall be
entitled to one vote for each share he holds.”
5.
Article 73
To delete the existing Article 73 in its entirety and to adopt the following new Article 73:-
Existing Article 73
“All the Directors of the Company shall be natural persons and until otherwise determined by general meeting the
number of Directors shall not be less than five (5) or more than thirteen (13). The Board must have a minimum of
two (2) Directors or one-third in number, whichever is the higher who are independent directors as defined in the
Listing Requirements and if the number of Directors of the Company is not 3 or a multiple of 3, then the number
nearest one-third shall be used.”
N
New Article 73
“Until otherwise determined by general meeting the number of Directors shall not be less than five (5)
or more than thirteen (13). The Board must have a minimum of two (2) Directors or one-third in number,
whichever is the higher who are independent directors as defined in the Listing Requirements and if the
number of Directors of the Company is not 3 or a multiple of 3, then the number nearest one-third shall
be used.”
83
6.
New Article 75A
To insert a new Article 75A as follows:“The cost of serving the notice to propose the election of a Director where the nomination is made by
a member, shall be borne by the member making the nomination.”
7.
Article 84 (a)
To delete the existing Article 84 (a) in its entirety and to adopt the following new Article 84 (a):-
Existing Article 84 (a)
“The office of Director shall become vacant if the Director:becomes bankrupt or makes any arrangement or composition with his creditors generally;”
N
New Article 84 (a)
“The office of Director shall become vacant if the Director:becomes bankrupt or makes any arrangement or composition with his creditors generally during his
term of office;”
8.
Article 84 (d)
To delete the existing Article 84 (d) in its entirety and to adopt the following new Article 84 (d):-
Existing Article 84 (d)
“The office of Director shall become vacant if the Director:becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law
relating to mental disorder;”
N
New Article 84 (d)
“The office of Director shall become vacant if the Director:becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under
the law relating to mental disorder during his term of office;”
84
PROXY FORM
No. of Shares
AEON CO. (M) BHD. (126926-H)
CDS account No.
(Incorporated in Malaysia)
I/We, .................................................................................................................(name of shareholder as per NRIC, in capital letters)
IC No./ID No./Company No............................................................................. (new) .................................................................. (old)
of......................................................................................................................................................................................(full address)
being a member(s) of the abovenamed Company, hereby appoint.....................................................................................................
(name of proxy as per NRIC, in capital letters) IC No. ....................................................... (new)............................................... (old)
of .....................................................................................................................................................................................(full address)
or failing him/her ....................................................................................................... (name of proxy as per NRIC, in capital letters)
IC No. ........................................................................ (new) ............................................................. (old) of .....................................
........................................................................................................................................................................................ (full address)
as my/our proxy to vote for me/us on my/our behalf at the Twenty-Second Annual General Meeting of the Company to be held
at Ballroom 1, Level 2, Hotel Nikko 165 Jalan Ampang, 50450 Kuala Lumpur on Tuesday, 24 April 2007 at 10.30 a.m and at any
adjournment thereat.
My/our proxy is to vote as indicated below :
NO.
RESOLUTION
FOR
Adoption of Audited Financial Statements and Reports for the financial period ended
31 December 2006
Declaration of a first and final dividend of 16 per share less 27% income tax for the
financial period ended 31 December 2006.
Approval of Directors’ Fees
Re-election of Dato’ Abdullah bin Mohd Yusof
Re-election of Mr. Toshiji Tokiwa
Re-election of Mr. Tatsuichi Yamaguchi
Re-election of Mr. Nagahisa Oyama
Re-election of Mr. Masato Yokoyama
Re-election of Datuk Ramli bin Ibrahim
Re-election of Brig. Jen (B) Dato’ Mohd Idris bin Saman
Re-election of Datuk Zawawi bin Mahmuddin
Re-election of Dato’ Chew Kong Seng
Re-appointment of Messrs KPMG Desa Megat & Co.
Proposed Renewal of Existing Shareholders’ Mandate for the Recurrent Related Party
Transactions of a Revenue or Trading Nature
Special Resolution 1
Proposed Amendments to the Articles of Association
AGAINST
ORDINARY BUSINESS
SPECIAL BUSINESS
[Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the
absence of specific directions, your proxy will vote or abstain as he/she thinks fit.]
For appointment of two proxies, percentage of
shareholdings to be represented by the proxies:
...........................................................................................
Signature: Shareholder or Common Seal
Dated this............................day of..............................2007
No. of shares
Percentage
%
Proxy 1 .................................................................................
Proxy 2
%
Total
100%
NOTE :
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need
not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c)
of the Act are complied with.
3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be
represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 3rd Floor, JUSCO Taman Maluri Shopping Centre,
Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur not less than 48 hours before the time set for holding the meeting.
5. If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.
Place
Stamp
Here
The Company Secretary:
AEON CO. (M) BHD. (Company No. 126926-H)
3rd Floor, JUSCO Taman Maluri Shopping Centre,
Cheras, 55100 Kuala Lumpur.

25558_JUSCO AR06_10R_yin.indd

Transcription

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