WT 2011_inner_pg1-148.FH10

Transcription

Contents
02
Corporate Data
04
Corporate Structure
06
5-Year Financial Highlights
10
Directors
14
Chairmans Statement
20
Corporate Governance Statement
25
Audit Committee Report
29
Statement on Internal Control
31
Additional Compliance Information
32
Financial Statements
135
Group Material Properties
137
Analysis of Shareholdings
140
Notice of Annual General Meeting
143
Notice of Book Closure
145
Proxy Form
Corporate Data
BOARD OF DIRECTORS
COMPANY SECRETARIES
SOLICITORS
Y. Bhg. Tan Sri Dato Mohamed
Noordin bin Hassan
Chairman
Lee Kong Beng
Chua Siew Chuan
Adnan Sundra & Low
Level 11, Menara Olympia,
No. 8, Jalan Raja Chulan,
50200 Kuala Lumpur
Cheng Wai Keung
Managing Director
REGISTRARS
Edmund Cheng Wai Wing
Executive Director
Y. Bhg. Dato Roger
Chan Wan Chung
Executive Director
Securities Services (Holdings) Sdn. Bhd.
Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, Damansara Heights,
50490 Kuala Lumpur
Tel: 603-2084 9000
Fax: 603-2094 9940
Chong Tet On
AUDITORS
Y. Bhg. Dato Ghazi bin Ishak
Ernst & Young
22nd Floor, MWE Plaza,
No. 8, Lebuh Farquhar,
10200 Penang
Y. Bhg. Tan Sri Dato Paduka
Dr. Mazlan bin Ahmad
Dr. Poh Soon Sim
REGISTERED OFFICE
Suite 18.05, MWE Plaza,
10200 Penang
Tel: 604-263 1966
Fax: 604-262 8544
02
Wing Tai Malaysia Berhad (6716-D) (formerly known as DNP Holdings Berhad)
Ghazi & Lim
19th Floor, MWE Plaza,
10200 Penang
PRINCIPAL BANKERS
CIMB Bank Berhad
HSBC Bank Malaysia Berhad
Malayan Banking Berhad
OCBC Bank (Malaysia) Berhad
United Overseas Bank (Malaysia) Bhd
STOCK EXCHANGE LISTING
Main Market of
Bursa Malaysia Securities Berhad
COMPANY WEBSITE
www.wingtai.com.my
The Meritz
Living in top form. No compromise in the city.
03
Corporate Structure
Garment Manufacturing
100%
DNP Garment
Manufacturing
Sdn. Bhd.
100%
Dragon &
Phoenix
Serba Pakaian
Sdn. Bhd.
100%
Sediperak
Sdn. Bhd.
100%
DNP Garments
Lanka (Private)
Limited
100%
Sri Rampaian
Sdn. Bhd.
100%
Sedimas
Sendirian
Berhad
100%
DNP Commercial Laundry
Lanka (Private) Limited
100%
DNP Sportswear Lanka
(Private) Limited
100%
Tanako
Sdn. Bhd.
Investment Holding
100%
Jayamuria (M)
Sdn. Bhd.
WING TAI
MALAYSIA
BERHAD
100%
Grand Eastern
Realty &
Development
Sdn. Bhd.
100%
Premium
Strategy
(M) Sdn. Bhd.
100%
Nian Sheng
Investments
Limited
100%
Winswift
Investment
Pte. Ltd.
100%
Wing Tai
Pengurusan
Sdn. Bhd.
100%
DNP Jaya Sdn. Bhd.
25%
PT Windas Development
100%
Tanahnaga Sdn. Bhd.
100%
Seniharta Sdn. Bhd.
(Formerly known as
DNP Holdings Berhad)
100%
Simtron Limited
25%
Cyber Cosmos Limited
Property Investment / Development
100%
Angel Wing
(M) Sdn. Bhd.
100%
Nikmat Jaya
Sdn. Bhd.
100%
Hartamaju
Sdn. Bhd.
100%
Harta-Aman
Sdn. Bhd.
100%
D & P Realty
Sdn. Bhd.
100%
Angkasa Indah Sdn. Bhd.
100%
DNP Hartajaya Sdn. Bhd.
100%
Starpuri Development Sdn. Bhd.
100%
Quality Frontier Sdn. Bhd.
100%
Chanlai Sdn. Bhd.
100%
D & P Ejenawa Sdn. Bhd.
100%
DNP Land Sdn. Bhd.
100%
DNP Property Management Sdn. Bhd.
Retail
100%
DNP Clothing
Sdn. Bhd.
100%
DNP Fashion
Sdn. Bhd.
100%
Sedi-Intan
Sdn. Bhd.
45%
Uniqlo (Malaysia) Sdn Bhd.
04
100%
DNP Enterprises
Sdn. Bhd.
100%
Wing Mei
(M) Sdn. Bhd.
50%
Kualiti Gold
Sdn. Bhd.
Lanson Place Ambassador Row
A world of sophistication. Inspired by your individuality.
05
5-Year Financial Highlights
2011
2010
2009
2008
RM000
RM000
RM000
RM000
RM000
Revenue
369,816
354,252
258,574
381,955
444,298
Garment
8,406
16,315
27,977
79,436
187,457
Property
213,330
214,255
127,506
214,199
169,849
Retail
148,080
123,682
103,091
88,320
86,992
Profit before tax
96,773
74,385
25,255
137,627
51,399
Profit net of tax
100,411
53,241
14,052
89,060
34,331
Profit Attributable to Shareholders
100,411
53,241
14,052
89,060
34,331
Shareholders Equity
844,750
756,455
713,962
721,269
655,817
1,185,375
996,701
935,724
935,372
858,124
340,625
240,246
221,762
214,103
202,307
- Basic
32.18
17.12
4.52
28.32
10.96
- Diluted
32.07
17.07
4.52
28.15
10.70
2.60
2.35
2.22
2.25
2.05
8
5
8
5
2
Total Assets
Total Liabilities
2007 *
Earning Per Share (sen)
Net Tangible Asset/Share (RM)
Gross Rate of Dividend (%)
*
The Group changed its financial year end from 31 December to 30 June with effect for the financial period ended 30 June 2007 and accordingly, the
results for the financial period are for 18 months.
The figures for prior years have been adjusted for the effects of prior year adjustments, where applicable.
06
Revenue (RM Million)
Profit Before Tax (RM Million)
500
160
450
444.3
382
400
354.3
350
300
369.8
120
60
150
2007 *
2008
2009
2010
2011
Shareholders Equity (RM Million)
900
*
25.3
20
50
655.8
721.3
714
0
756.5
844.8
1000
450
600
300
400
150
200
2008
2009
2008
2009
2010
2011
2010
2011
1,185.4
1200
800
2007 *
2007 *
Total Assets (RM Million)
600
0
51.4
40
100
750
74.4
80
200
0
96.8
100
258.6
250
137.6
140
0
858.1
2007 *
935.4
935.7
2008
2009
996.7
2010
2011
The Group changed its financial year end from 31 December to 30 June with effect for the financial period ended 30 June 2007 and accordingly, the
results for the financial period are for 18 months.
07
08
BM Utama
A clutch of modernity. Lifestyle comforts in the lushness of green.
09
Directors
Y. Bhg. Tan Sri Dato Mohamed Noordin bin Hassan
Cheng Wai Keung
Y. Bhg. Tan Sri graduated from University of Malaya with a B.A.
Hon (Econ) and a Master in Public & International Affairs from
University of Pittsburgh, USA.
Mr Cheng graduated from Indiana University with a Bachelor of
Science Degree and University of Chicago with a Master of Business
Administration Degree in 1971 and 1973 respectively.
Y. Bhg. Tan Sri had more than 40 years experience working for
the government of Malaysia and the corporate sector prior to
joining the Board of the Company. He served in various
Government Departments at District, State and Federal levels
including as Deputy Secretary General, Ministry of Trade &
Industry, Secretary General, Ministry of Science, Technology &
Environment and Secretary General, Ministry of Education. Prior
to joining the Group, he was Vice-President, Petronas Berhad.
Mr Cheng is Justice of The Peace appointed by the Singapore
President since 2000. He was awarded the Distinguished Service
Order (DUBC-Darjah Utama Bakti Cemerlang) in August 2007,
the Public Service Star (BBM) in 1987 and the Public Service Star
(Bar) (BBM-Lintang) in 1997 awarded by the Singapore
Government in recognition of his service.
Aged 72, Malaysian | Independent Non-Executive
He joined the Board as Chairman of Wing Tai Malaysia Berhad
(formerly known as DNP Holdings Berhad) on 24 May 2000. He
also serves the Company as a Member of the Remuneration, Audit
and Employees Share Option Committees.
Aged 61, Singaporean | Non-Independent Executive
Currently, Mr Cheng is the Chairman of Neptune Orient Lines
Limited. He also holds directorships in several public and private
companies.
Apart from his directorship in the Company, Y. Bhg. Tan Sri holds
directorship in several subsidiaries of WingTM Group and other
private limited companies.
He was appointed to the Board on 29 April 1974 as Managing
Director. He is also a Member of the Companys Remuneration
and Employees Share Option Scheme Committees. He is the
Chairman and Managing Director of Wing Tai Holdings Limited,
the holding company of Wing Tai Malaysia Berhad (formerly
known as DNP Holdings Berhad).
Y. Bhg. Tan Sri has no interest in the Company or its subsidiary
companies; no family relationship with any Director and/or major
shareholder of the Company; no conflict of interest with the
Company; and no conviction for offences within the past 10 years
other than traffic offences, if any.
He does not hold any directorships in public companies incorporated
in Malaysia and/or listed on the Bursa Malaysia Securities Berhad
except for his directorship in the Company. However, he sits on
the Board of several subsidiaries of the Group and public companies
listed on both Singapore and Hong Kong Stock Exchange.
Mr Cheng is the brother of Mr Edmund Cheng Wai Wing, an
Executive Director of the Company. He has an indirect shareholding
of 189,184,062 ordinary shares of RM1.00 each by virtue of his
interests in shares in Wing Tai Holdings Limited and Wing Sun
Development Pte. Ltd. He was also granted the options to subscribe
for 800,000 ordinary shares of RM1.00 each in the Company
pursuant to its Employees Share Option Scheme. Mr Cheng is
deemed to be interested in the subsidiary companies of the Company
by virtue of his substantial interests in the Company.
He has not been convicted for offences within the past 10 years
10
Mr Edmund Cheng Wai Wing
Aged 59, Singaporean | Non-Independent Executive
Mr Cheng obtained his Bachelor of Science Degree in Civil
Engineering from Northwestern University Evanston, Illinois and
Master of Architecture from Carnegie Mellon University, Pittsburgh,
Pennslyvania in the United States.
Prior to his appointment in the Group, he had worked in several
engineering, architectural and construction firms in the United
States, Hong Kong and Singapore.
Mr Cheng plays an active role in public service. He is currently
Chairman of the National Arts Council and DesignSingapore
International Advisory Panel where he is keenly involved in efforts
at the national level to promote and develop an arts landscape that
will enhance vibrancy and creativity in our economy and society.
He was also Chairman of The Singapore Tourism Board from
1993 to 2001. A Past President of Real Estate Developers
Association of Singapore (REDAS), Mr Cheng is also a current
Member of its Presidential Council. Apart from these commitments,
he had been involved as board member in a number of public and
private companies as well as schools and statutory boards and public
service organizations in Singapore. They included Singapore Airlines
Ltd, SNP Corporation Ltd, Urban Redevelopment Authority,
Construction Industry Development Board and as Chairman of
Singapore Tourism Board, The Esplanade Co Ltd, (Singapores
premier performing arts centre), The Old Parliament House Limited
and DesignSingapore Council. He was also an advisor to the
Ningbo government in Zhejiang Province China on city planning.
Currently, he is the Chairman of SATS Ltd and Mapletree
Investments Pte Ltd, and a member of the Board of Trustees for
Nanyang Technological University. Mr Cheng was awarded The
Public Service Star (BAR) in 2010 and The Public Service Star
(BBM) in 1999 by the Singapore Government for his significant
contributions to the nation. He also received the Outstanding
Contributor to Tourism Award from the President of Singapore
in 2002. In March 2009, he was conferred Officier de lOrdre des
Arts et des Lettres by the Ministry for Culture and Communication,
France.
He joined the Board as Executive Director on 8 May 1988 and sits
on the Board of several subsidiary companies of the Group. He is
also the Deputy Chairman of the Singapore-listed company, Wing
Tai Holdings Limited and the Managing Director of Wing Tai
Land Pte. Ltd., a wholly owned subsidiary of Wing Tai Holdings
Limited which in turn is the holding company of Wing Tai Malaysia
Berhad (formerly known as DNP Holdings Berhad).
Except for his directorship in Wing Tai Malaysia Berhad (formerly
known as DNP Holdings Berhad), he does not hold any directorship
in the public companies incorporated in Malaysia.
Mr Cheng is the brother of Mr Cheng Wai Keung, the Managing
Director of the Company. He has an indirect shareholding of
189,184,062 ordinary shares of RM1.00 each by virtue of his
interests in shares in Wing Tai Holdings Limited and Wing Sun
Development Pte. Ltd. He was also granted the options to subscribe
for 800,000 ordinary shares of RM1.00 each in the Company
pursuant to its Employees Share Option Scheme. Mr Cheng is
deemed to be interested in the subsidiary companies of the Company
by virtue of his substantial interests in the Company.
He has not been convicted for offences within the past 10 years
Y. Bhg. Dato Roger Chan Wan Chung
Aged 70, Hong Kong | Non-Independent Executive
Dato Chan joined the Company as General Manager in June 1971
and he is one of the pioneer staff members of WingTM Group.
He has more than 30 years experience in the garment business and
is currently assisting the Managing Director of the Company to
oversee the day-to-day operations of the Group.
He was appointed to the Board on 18 August 1988 and sits on the
Board of several subsidiaries of WingTM Group and other private
limited company. He does not hold any other directorship in the
public company incorporated in Malaysia.
He has an indirect shareholding of 5,094,100 ordinary shares of
RM1.00 each in the Company by virtue of his spouse interest in
the shares of the Company. He was granted the options to subscribe
for 4,580,000 ordinary shares of RM1.00 each in the Company
pursuant to its Employees Share Option Scheme and as at 30 June
2011, he has exercised all the option of the said shares. He is
deemed to have an interest in the shares of the subsidiary companies
of Wing Tai Malaysia Berhad (formerly known as DNP Holdings
Berhad) to the extent his spouse has an interest.
Dato Chan has (i) no family relationship with any Director and/or
major shareholder of the Company; (ii) no conflict of interest with
the Company; and (iii) no conviction for offences within the past
10 years other than traffic offences, if any.
11
Mr Chong Tet On
Mr Chong graduated in 1970 as a Chartered Accountant. He is
a Fellow Member of the Institute of Chartered Accountants of
England and Wales and a Member of Malaysian Institute of
Accountants, Malaysian Association of Certified Public Accountants
and Institute of Certified Public Accountants of Singapore, Fellow
of Australian Certified Practicing Accountants.
Dato Ghazi, a lawyer by profession is a Barrister at Law from
Lincolns Inn London, United Kingdom. He was called to the
English Bar in 1971 and joined the Malaysian Government Legal
Service upon his return in 1971. He was posted as a Magistrate in
Kuala Lumpur and later as Acting President of Sessions Court in
Malacca and Kuala Kubu Bahru. He was appointed as Deputy
Public Prosecutor Penang in 1975 and for a spell acted as State
Legal Adviser, Penang.
Prior to 1970, he joined Jollife Cork & Co. as articled student and
was an Audit Manager before his resignation. For the period from
1970 to 1973, he worked as an Audit Senior with Price Waterhouse,
London / Kuala Lumpur. In 1974, he started his own firm known
as Tet O. Chong & Co. and has been in public practice since then.
He was the Managing Partner of Tet O. Chong & Co. from 1974
until 1990. The firm is now practicing under the name of Moore
Stephens AC which is affiliated to Moore Stephens, an international
accounting firm. He became the Managing Partner of Moore
Stephens since 1990 and actively involved in mergers and acquisitions
including public floatation both in Malaysia and Europe.
Mr Chong retired as Managing Partner in March 2009 and remains
as a Consultant of the firm.
Mr Chong was appointed to the Board on 12 December 2001.
He is also the Chairman of the Audit Committee and a Member
of the Nomination Committee of the Company.
He does not hold other directorship in other public companies
apart from his directorship in the Company. He also sits on the
Board of several private limited companies.
Mr Chong has (i) no interest in the Company or its subsidiary
companies; (ii) no family relationship with any Director and/or
major shareholder of the Company; (iii) no conflict of interest with
the Company; and (iv) no conviction for offences within the past
12
He resigned from Government Service on 31 December 1976 and
joined a legal firm, Messrs Presgrave & Matthews, as a partner
from 1 March 1977 until 1992 when he formed Messrs Ghazi &
Lim.
Dato Ghazi is one of the most prominent litigation lawyers in
Malaysia having litigated in landmark Malaysian cases in fields
ranging from criminal, commercial, company, banking, construction,
constitutional, land law and complex probate and administration
matters involving various jurisdictions. He also handles labour,
employment, and industrial disputes. Dato Ghazi also advises local
authorities and other statutory bodies, including Universiti Sains
Malaysia. His corporate experience includes joint venture agreements
involving foreign partners.
Dato Ghazi was appointed to the Board on 13 June 2005 and he
is also the Chairman of the Remuneration Committee and a
Member of the Audit Committee of the Company.
Apart from his directorship in the Company, Dato Ghazi also sits
on the Board of Oriental Holdings Berhad, a public company listed
on the Bursa Malaysia Securities Berhad.
Dato Ghazi has (i) no interest in the Company or its subsidiary
companies; (ii) no family relationship with any Director and/or
major shareholder of the Company; (iii) no conflict of interest with
the Company; and (iv) no conviction for offences within the past
Y. Bhg. Tan Sri Dato Paduka Dr Mazlan bin Ahmad
Dr Poh Soon Sim
Y. Bhg. Tan Sri graduated from University of Malaya with a
Bachelor of Arts (Honours) in History, a Master Degree in Public
Administration from the University of Pittsburgh, USA and a PhD
in Public Administration from University of Southern California,
Los Angeles, USA. Y. Bhg. Tan Sri also attended the Advanced
Management Program (AMP) at Harvard University.
Dr Poh graduated from University of Singapore with a MBBS
Degree in 1971.
Y. Bhg. Tan Sri began his career in the Administrative and
Diplomatic Service of the Malaysian Government in August 1966.
During the course of his 33 years in Public Service, he had served
as INTAN Director, Secretary General of the Ministry of Justice,
Secretary General of the Ministry of Information, Deputy Secretary
General of the Ministry of Finance and Mayor of Kuala Lumpur.
He retired from the Malaysian Civil Service as Director General
of the Public Service Department in December 1998. He was then
appointed and served for 6 years as Chairman of the Education
Service Commission until January 2005.
He joined the Board as Independent Non-Executive Director of
Wing Tai Malaysia Berhad (formerly known as DNP Holdings
Berhad) on 25 May 2007. He also serves the Company as a Member
of Audit Committee and the Chairman of the Nomination
Committee.
Dr Poh has been in private medical practice since 1972.
He joined the Board as Independent Non-Executive Director of
Wing Tai Malaysia Berhad (formerly known as DNP Holdings
Berhad) on 13 September 2007. He also serves the Company as
a Member of the Nomination and Remuneration Committees.
Apart from his directorship in the Company, Dr Poh also sits on
the Board of Hong Leong Financial Group Berhad, a public
company listed on the Bursa Malaysia Securities Berhad and Hong
Leong Company (Malaysia) Berhad, a public company.
Dr Poh has no interest in the Company or its subsidiary companies;
no family relationship with any Director and/or major shareholder
of the Company; no conflict of interest with the Company; and
no conviction for offences within the past 10 years other than traffic
offences, if any.
Apart from his directorship in the Company, Y. Bhg. Tan Sri also
sits on the Board of MUI Continental Insurance Berhad and
Malayan United Industries Berhad, a public company listed on the
Bursa Malaysia Securities Berhad.
Y. Bhg. Tan Sri has no interest in the Company or its subsidiary
companies; no family relationship with any Director and/or major
shareholder of the Company; no conflict of interest with the
Company; and no conviction for offences within the past 10 years
13
Chairmans Statement
Verticas Residensi
Panoramic view of KLCC and Bukit Nanas forest reserve from 38th floor. A different league of luxury.
Dear Shareholders
On behalf of the Board of Directors of Wing Tai Malaysia Berhad
(formerly known as DNP Holdings Berhad), it is my pleasure to present this
Annual Report and Audited Financial Statements of the Group and of the
Company for the financial year ended 30 June 2011.
14
Financial Performance
Change of Companys Name
The Group recorded a revenue of RM369.8 million and a profit
before tax of RM96.8 million for the financial year ended 30 June
2011 (current financial year) as compared to a revenue of RM354.3
million and a profit before tax of RM74.4 million in the previous
financial year.
In line with elevating the Groups focus and commitment as an
integrated property developer, in November 2010 the Company
changed its name to Wing Tai Malaysia Berhad. This is to achieve
better alignment with the Wing Tai Asia network of companies
to capitalise on the Groups branding and strengthen its presence
in key markets.
With the reversal of a deferred tax provision of RM30.0 million
arising from a favourable tax ruling in the current financial year,
the Group recorded a profit after taxation of RM100.4 million for
the current financial year compared to RM53.2 million in the
previous financial year.
15
Dividend
Subject to the shareholders approval at the forthcoming Annual
General Meeting of the Company, the Board recommends a first
and final dividend of 5 sen per share Single Tier and a special
dividend of 3 sen per share Single Tier for the financial year ended
30 June 2011.
REVIEW OF GROUP OPERATIONS
Property Development
In Kuala Lumpur, the Groups Verticas Residensi project
(comprising of 423 condominium units in 4 towers) has achieved
sales of over 70% of the total units. The Verticas Residensi
conceptualized by Australian architectural firm, Guida Moseley
Brown Architects is designed to be a unique luxurious home amid
tranquil settings that contrasts beautifully with the vibrancy of
Bukit Bintang.
In Penang, Phases 4 and 5 (123-unit, 2-storey and 2½-storey
semi-detached, terraced houses and bungalow) of Taman Seri
Impian that were sold out, were completed and handed over to
home buyers in April 2011 and February 2011 respectively, while
Phase 2 (215-unit, 2-storey semi-detached and terraced houses) of
Taman Bukit Minyak Utama has achieved sale of 93% of the total
units.
16
The Group launched its Impiana Commercial Hub in Bukit
Mertajam, Penang in February 2011. The Impiana Commercial
Hub is a 50-acre commercial project featuring 3-storey gallery
shop lots, food and beverage outlets, a medical centre, a budget
hotel and a dedicated area for electrical and electronics shopping.
The Group also launched Phase 3 (126-unit, 2-storey and 3-storey
terraced houses) of Taman Bukit Minyak Utama in March 2011.
These 2 projects achieved strong take-up rates.
On 5 August 2011, DNP Land Sdn. Bhd., a wholly owned
subsidiary, entered into a conditional agreement to dispose 2 pieces
of freehold land measuring approximately 4,625 square metres
located in Bukit Mertajam, Penang together with infrastructure
works to Aeon Co. (M) Bhd. (Aeon) for RM50.1 million. The
land is located within the ongoing development by the Group
known as Taman Seri Impian, Impiana Commercial Hub and
Impiana Avenue. The proposed development of a shopping center
on the sale property by Aeon is expected to enhance the prospect
of the current and future phases of the Groups Taman Seri Impian,
Impiana Commercial Hub and Impiana Avenue projects.
The Group held the inaugural launch of Phase 1 (136-unit, 2storey and 2½-storey terraced houses) of Jesselton Hills in Bukit
Mertajam, Penang in August 2011 which was favourably received
by home buyers.
The Groups forthcoming projects includes Kondominium Nobleton
Crest (3 blocks of low-rise condominium) in Jalan U Thant, Kuala
Lumpur and Le Nouvel (2 blocks of high-rise condominium)
located near the Kuala Lumpur City Centre (KLCC).
The Group also increased its landbank for its future development,
including its recent acquisition of a piece of freehold land measuring
approximately 8,645 square metres in Jalan Langgak Golf, Kuala
Lumpur in January 2011 for RM75.0 million for the development
of residential properties.
Property Investment
The luxury residential apartments at #8 Ampang Hilir and serviced
apartments at Lanson Place Ambassador Row continued to record
satisfactory occupancy rates for the current financial year.
Retail
During the current financial year, the division continued its expansion
with 13 new outlets and added 2 new brands viz. Wallis and BCBG
to its retail brand portfolio in Malaysia. Currently, it has 63 retail
outlets in major cities in Malaysia distributing high-street and
boutique brands such as Topshop, Topman, Dorothy Perkins, Miss
Selfridge, Warehouse, Karen Millen, Diva and Pumpkin Patch.
The Group, through a joint venture with Japans Fast Retailing
Co. Ltd, opened its first Uniqlo outlet in Malaysia in November
2010 at Farenheit 88, Kuala Lumpurs newest mall in the Bukit
Bintang shopping belt. On the opening day of the outlet, thousands
of customers were drawn to the new store. A second outlet was
opened in April 2011 at Suria KLCC, Kuala Lumpur, and a few
more outlets are expected to be opened soon.
A new Lanson Place serviced residences is expected to operate in
Tower C of the Groups Verticas Residensi project in Bukit Ceylon,
Kuala Lumpur, when the development is completed.
17
Corporate Social Responsibility
Appreciation
The Group is mindful of its Corporate Social Responsibility (CSR)
towards its employees and the communities it does business in. It
has upheld fair compensation, investment in staff training and
development, and contributed to charity organisations.
I thank members of the Board for their invaluable insights and
guidance. I would also like to thank the management and staff for
their dedication and commitment. To our shareholders, bankers,
business associates and government agencies, may I express our
sincere appreciation for their continual support and confidence in
the Group.
The Group recognises employees as its most valuable asset, and
has constantly raised the level of its employees knowledge and
expertise through skills upgrading programmes, team building and
motivation courses. The Group also strives to maintain a safe
working environment for all its employees.
TAN SRI DATO MOHAMED NOORDIN BIN HASSAN
Chairman
Prospects
The Group expects the property development and retail divisions
to continue to contribute positively to the Groups earning in the
next financial year.
18
BCBG
Chronicles of style. Unerringly feminine.
19
Corporate Governance Statement
During the year under review, the Board of Directors of Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad) continued
its commitment to the maintenance of high standards of corporate governance by supporting and applying the Principles and Best Practices
of the Malaysian Code on Corporate Governance (the Code) pursuant to Paragraph 15.25 of the Bursa Malaysia Securities Berhads Listing
Requirements (the Listing Requirements).
1.
The Board of Directors
Board Responsibilities
The Board is responsible for the overall corporate governance of the Group, including its strategic direction, formulation of policies
and stewardship of the Group resources. This includes key areas such as:

Reviewing and adopting a strategic action plan for the Group;
Overseeing the conduct of the Groups business including its financial and operating performance;
Risk management and the implementation of appropriate policies to manage these risks;
Succession planning, particularly for senior management:
Developing and implementing an investor relations program; and
Reviewing the adequacy and the integrity of internal control systems and management information system.
Composition of the Board
The Board has eight members. Five out of the eight members are independent non-executive directors. A brief profile of each director
is presented on pages 10 to 13 of this Annual Report.
The Board is led by Tan Sri Dato Mohamed Noordin bin Hassan as the independent non-executive Chairman and the executive
management of the Group is led by Mr. Cheng Wai Keung, the Group Managing Director. There is a clear division of responsibility
between these two roles to ensure a balance of authority and power.
The presence of the five independent directors, with their different backgrounds and specialisations, complements the Board with a
mix of industry-specific knowledge and broad business and commercial experience. They provide unbiased and independent views,
advice and judgement to take account of the interests not only of the Group, but also the public shareholders. All non-executive directors
are independent of management and free from any relationship, which could interfere with their independent judgement. The Board
complies with paragraph 15.02 of the Listing Requirements, which requires that at least two directors or one-third of the Board of
the Company, whichever is higher, are independent directors.
Meetings
The Board has a schedule of four regular meetings a year, and meets additionally when necessary. During the year under review, the
Board held four regular meetings; where it deliberated upon and considered a variety of matters including the Groups financial and
operating results, major investments, corporate strategy, the business plan and direction of the Group.
The Board receives documents on matters requiring its consideration prior to and in advance of each meeting. This is issued in sufficient
time to enable the directors to obtain further information or clarification, where necessary before the meeting. All proceedings from
the Board are recorded and signed by the Chairman of the meeting.
20
1.
The Board of Directors (contd)
Meetings (contd)
The details of each directors attendance are as follows:
Name of Director
Cheng Wai Keung
Chong Tet On
Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad
Dr. Poh Soon Sim
Designation
Chairman, Independent Non-Executive Director
Managing Director
Executive Director
Executive Director
Independent Non-Executive Director
Attendance
4/4
4/4
3/4
4/4
4/4
3/4
4/4
4/4
Supply of information
All Board members are supplied with information on a timely manner. Board papers are circulated in sufficient time to enable the
directors to obtain further information or clarification, where necessary, in order to be properly briefed before the meeting.
The Board papers provide, among others, periodical financial and corporate information, significant operational, financial and corporate
issues, performance of the various business units and management proposals that requires Boards approval.
Detailed periodic briefings on industry outlook, company performance and forward previews are also conducted for the directors to
ensure that the Board is well informed on the latest market and industry trends.
All directors have access to the advice and services of the Company Secretary. A procedure exists for the Board of Directors, whether
as a full board or in their individual capacity, to take independent professional advice, where necessary and in appropriate circumstances,
in furtherance of their duties, at the Companys expenses.
Board Committees
The Board of Directors delegates certain responsibilities to the Board Committees, namely an Audit Committee, an Executive Share
Option Scheme Committee, a Nomination Committee and a Remuneration Committee.
All committees have written terms of reference and operating procedures, and the Board receives reports of their proceedings and
deliberations.
Appointment to the Board and Re-election
The Nomination Committee comprises three non-executive directors and its members are:
(Resigned on 15 August 2011)
-
21
1.
The Board of Directors (contd)
Appointment to the Board and Re-election (contd)
Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan bin Ahmad
(Appointed on 15 August 2011)
-
Mr. Chong Tet On
-
Dr. Poh Soon Sim
-
The Nomination Committee is responsible for proposing new nominees to the Board and assessing the performance of the directors
of the Company on an on-going basis.
The Board through the Nomination Committee reviews annually its required mix of skill and experience and other qualities, including
core competencies which non-executive and executive directors should have and the effectiveness of the Board as a whole, the committees
of the Board and the contribution of the directors.
The directors have access to the services of the Company Secretary who must ensure that all appointments are properly made, that
all necessary information is obtained from directors, both for the Companys own records and for the purposes of meeting statutory
obligations, as well as obligations arising from the Listing Requirements or other regulatory requirements.
In accordance with the Companys Article of Association, all directors who are appointed to the Board are subject to election by the
shareholders at the first opportunity after their appointment. The Articles also provide that at least one-third of the Board is subject
to re-election at regular intervals and at least once every three years.
Directors Training
All Directors have completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad. During the
year, the directors have attended training programmes, either individually or collectively, to enhance their skills and knowledge. They
were also encouraged to attend the conferences, seminars and programmes organised by third parties. The training needs of the directors
are evaluated and determined by the Board on an ongoing basis.
Re-election
The Articles of Association provide that an election of Directors shall take place each year and, at the Annual General Meeting
(AGM), one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest
to one-third shall retire from office and be eligible for re-election. All the Directors shall retire from office once at least in three years
but shall be eligible for re-election.
The Directors to retire in each year are the Directors who have been longest in office since their appointment or re-appointment. A
retiring Director is eligible for re-appointment. This provides an opportunity for shareholders to renew their mandates.
The election of each Director is voted on separately. To assist shareholders in their decision, sufficient information such as personal
profile, meetings attendance and the shareholdings in the Group of each Director standing for election are furnished in a separate
statement accompanying the Notice of the AGM.
22
2.
Directors Remuneration
The Remuneration Committee comprises the following members:
Y. Bhg Dato Ghazi bin Ishak
-
Mr. Cheng Wai Keung
-
Non-Independent Executive Director
Tan Sri Dato Paduka Dr. Mazlan bin Ahmad
(Resigned on 15 August 2011)
-
-
Dr. Poh Soon Sim
-
The Remuneration Committee review, assess and recommend to the Board the remuneration packages of the executive directors in
all forms, with other independent professional advice or outside advice as necessary. None of the executive directors participated in
any way in determining their individual remuneration.
The Board as a whole determines the remuneration of non-executive directors with individual directors abstaining from decisions in
respect of their individual remuneration.
The policy practiced by the Remuneration Committee is to provide the remuneration packages necessary to attract and retain directors
needed to run the Company successfully.
The directors have access to the services of the Company Secretary who must ensure that all decisions made on the remuneration
packages of the executive directors are properly recorded and recorded in the minutes book.
Further details of directors remuneration are set out in Note 10 to the financial statements.
3.
Shareholders
The Company recognises the importance of communicating with its shareholders and investors. Announcements and release of financial
results on a quarterly basis provides the shareholders and the investing public with an overview of the Groups performance and
operations.
The Annual General Meeting (AGM) is the principal forum for dialogue with shareholders. Notice of the AGM and the annual
report are sent to shareholders at least 21 days before the date of the meeting. At the AGM, the shareholders are encouraged to ask
questions both about the resolutions being proposed or about the Groups operations in general. Members of the Board, the Group
General Manager, Treasury and Finance, as well as, the Auditors of the Company are present to answer questions raised at the meeting.
Additionally, it is also a practice to meet the Press after the AGM to brief members of the media on the resolutions passed, and answers
questions on the Groups operations fielded by the reporters.
23
3.
Shareholders (contd)
In the conduct of briefings or presentations, the Company exercises due diligence to ensure that information disseminated are accurate,
clear, timely and complete. The Company is also mindful of the legal and regulatory framework governing the release of material and
price-sensitive information. The Company Secretaries assist the Board to oversee and coordinate disclosures to make sure that the
Company complies with the Bursa Securities Disclosure Requirements; including disclosure of information to analysts, institutional
investors, the media and the investing public.
In addition, the shareholders also can obtain up-to-date information on the Groups activities from the Companys website at
www.wingtai.com.my.
4.
Accountability and Audit
Financial Reporting
In presenting the annual report, annual financial statements and quarterly announcements to shareholders, the directors aim to present
a balanced and understandable assessment of the Groups position and prospects. The Board is assisted by the Audit Committee in
scrutinising these reports.
In preparing the financial statements, the Directors will ensure that suitable accounting policies have been applied consistently, and
that reasonable and prudent estimates have been made.
The Statement by Directors pursuant to Section 169 of the Companies Act 1965 is set out on page 38 of this annual report.
Internal Control
Please refer to the Statement on Internal Control set out in pages 29 to 30 of this Annual Report.
Relationship with Auditors
The role of the Audit Committee in relation to the external and internal auditors is stated in the Audit Committee Report set out
on pages 25 to 28 of this Annual Report.
Statement of Compliance with the Best Practices of the code
The Group has in all material aspects, complied with the best practices of corporate governance set out in Part 2 of the Code throughout
the financial year ended 30 June 2011, except for the following:

The Code recommends the appointment of a senior independent non-executive director to whom concerns may be conveyed. The
Board has not appointed any independent non-executive director to fulfil that role, given the strong and independent element on
the Board, with a recognised independent non-executive Chairman, Tan Sri Dato Mohamed Noordin bin Hassan, whose role is
separated from the Managing Director.

The Board opted not to disclose the remuneration of individual directors as suggested by the Code, as it believes that this information
will not add significantly to the understanding and evaluation to the Groups governance.
This statement is issued in accordance with a resolution of the Board of Directors dated August 15, 2011.
24
Audit Committee Report
COMPOSITION
The directors who have served as Audit Committee (the Committee) during the financial year ended 30 June 2011 are as follows:
Chairman
Chong Tet On
(Independent Non-Executive Director)
(Member of the Malaysian Institute of Accountants)
Members
Y. Bhg. Tan Sri Dato Mohamad Noordin Bin Hassan
Y. Bhg. Tan Sri Dato Paduka Dr. Mazlan Bin Ahmad
Y. Bhg. Dato Ghazi Bin Ishak
MEETINGS
The Committee convened four (4) meetings during the year under review and all members attended all the meetings held.
The meetings were structured through the use of agendas, which were distributed to members with sufficient notification. The Company
Secretary was present at all the meetings. Representatives from Management, external auditors and outsourced internal auditors, also
attended the meetings, upon invitation by the Committee.
CONTINUING TRAINING AND ENGAGEMENT
All the members of the Committee have attended relevant training seminars and programmes to enhance their competency in fulfilling
their functions and duties.
During the financial year, the Committee Chairman continuously engaged with senior management and both the internal and external
auditors in order to be kept informed of matters affecting the Group.
ACTIVITIES OF THE COMMITTEE FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011
In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the financial year:
i) Reviewed the annual audit plan and scope prepared by the external auditors;
ii) Reviewed the quarterly results of the Group before recommending them for approval by the Board;
iii) Reviewed the year-end financial statements, the external auditors management letter and management response therein;
iv) Considered and recommended to the Board audit fees payable to the external auditors and the reappointment of external auditors;
v) Reviewed the internal audit functions resource requirements, audit plans and scope, internal audit reports and management responses
therein;
vi) Reviewed the disclosure on related party transactions entered into by the Company and the Group in the annual report; and
vii) Met with the external auditors twice during the financial year without the presence of Executive Directors and members of the
Management to discuss audit-related or any other matters.
25
INTERNAL AUDIT (IA) FUNCTION
1. The principal responsibility of the IA Function is to perform independent, regular and systematic reviews of the system of internal
control throughout the Group, so as to provide reasonable assurance to the Committee that such system continue to operate effectively
and efficiently.
2. It is the responsibility of the IA Function to provide the Committee with independent and objective reports on the state of internal
controls of the various business operating units within the Group. In addition, IA shall conduct independent assessments on the
compliance of the Groups established policies and procedures, as well as relevant statutory requirements by the business operating units.
3. During the financial year, the following activities were carried out by the IA Function in discharging its responsibilities:
i)
ii)
iii)
iv)
v)
vi)
Reviewed the system of internal control of various business operating units within the Group;
Recommended improvements to the existing system of internal control to the Management;
Followed up on the disposition of all audit findings and the implementation of recommendations ;
Assessed the controls in place in safeguarding the Companys and the Groups assets;
Performed special reviews or investigations as requested by the Management and/or the Committee; and
Identified opportunities to improve the operations and processes of the Group.
4. The Group has outsourced its Internal Audit Function to a firm of professionals and an in-house executive has been designated to
coordinate and assist the external professionals in their undertaking.
The professional fees incurred for the internal audit function in respect of the financial year ended 30 June 2011 amounted to approximately
RM94,000.
Further details on the internal audit function and its activities are set out in the Statement on Internal Control on pages 29 to 30 of
the Annual Report.
TERMS OF REFERENCE
Membership
1. The Audit Committee (the Committee) shall be appointed by the Board of Directors (the Board) from amongst its members and
shall consist of no fewer than three Directors, majority of whom shall be independent Directors. All members of the Committee should be
Non-Executive Directors.
2. All members of the Committee should be financially literate. The Board shall at all times ensure that at least one member of the Committee
shall be a member of the Malaysian Institute of Accountants (MIA), or if not a member of MIA, the member must comply with
paragraph 15.09(1)(c)(ii) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities).
3. The Chairman of the Committee shall be an Independent Non-Executive Director elected by the Committee from amongst its members.
4. No alternate director of the Board shall be appointed as a member of the Committee.
5. If the membership for any reasons fall below three members, the Board shall, within three months of that event, appoint such number
of new member(s) to fulfill the requirement of a minimum of three (3) members.
6. The Board shall review the terms of office and performance of the Committee members at least once every three (3) years.
26
TERMS OF REFERENCE (contd)
Meetings
7. Meetings shall be held not less than four times a year, or more frequently as circumstances dictate.
8. The General Manager-Treasury and Accounts, the representatives from the outsourced internal auditors and the external auditors shall
normally be invited to attend the meetings. Other Board members and employees may attend the meetings upon the invitation of the
Committee.
9. The Company Secretary shall be the Secretary of the Committee.
10. At least twice a year, the Committee will meet with the external auditors without the presence of the Executive Directors.
11. The Chairman shall call a meeting of the Committee if so requested by any member of the Committee, the Management or the internal
or external auditors.
12. The quorum for a meeting of the Committee shall be the majority of members present whom must be Independent Non-Executive
Directors.
13. Any member of the Committee may participate in a meeting by way of telephone and video conferencing or by means of other
communication equipment whereby all persons participating in the meeting are able to hear each other. In such event, the member
shall be deemed to be physically present at the meeting. A member participating in a meeting in the manner aforesaid may also be taken
into account in ascertaining the presence of a quorum at the meeting. Any meeting held in such manner shall be deemed to be held
at such places as shall be agreed upon by the members attending the meeting, provided that at least one of the members present at the
meeting was at such place for the duration of the meeting.
Authority
14. The Committee is authorised by the Board to investigate any activity within its terms of reference and to have the resources required
to perform its duties.
15. The Committee shall have direct communication channels with both internal and external auditors, and is authorised to seek any
information it requires from any employee, and all employees are directed to co-operate with any request made by the Committee.
16. The Committee is authorised by the Board to obtain external legal or other independent professional advice and to secure the attendance
of outsiders with relevant experience and expertise if necessary.
17. Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved, resulting in a breach
of the Listing Requirements of Bursa Securities, the Committee has the responsibility to promptly report such matter to Bursa Securities.
Duties
18. The duties of the Committee shall be:
i)
To consider the appointment of the external and internal auditors, the audit fee and terms of reference of their appointment, and
any questions relating to their resignation or dismissal before making recommendations to the Board;
27
TERMS OF REFERENCE (contd)
Duties (contd)
ii) To review:
a) with the external auditors, their audit plan and scope annually;
b) with the external auditors, their evaluation of the systems of internal controls and their report on significant weakness;
c) the co-operation given by the Companys employees to the external auditor.
d) the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary
authority to carry out its work;
iii) To do the following where an internal audit function exists:
-
review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority
to carry out its work;
-
review the internal audit program and results of the internal audit process and, where necessary, ensure that appropriate action
is taken on the recommendations of the internal audit function;
-
review any appraisal or assessment of the performance of members of the internal audit function;
-
approve any appointment or termination of senior staff members of the internal audit function; and
-
inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit
his reasons for resigning.
iv) To consider any related party transactions that may arise within the Company or Group;
v) To verify allocation of options pursuant to Employee Share Option Scheme of the Company in compliance with the criteria
stipulated in the Bye-Laws.
vi) To consider the major findings of internal audit investigations and management response, and ensure that appropriate actions are
taken on the recommendations of the internal audit function;
vii) To review the adequacy and effectiveness of the Groups internal control systems;
viii)To review the quarterly results and year-end financial statements, focusing particularly on changes in, or implementation of major
accounting policies and procedures, significant and unusual events, significant adjustments arising from the audit, the going concern
assumption and compliance with applicable approved accounting standards and other legal and regulatory requirements, before
recommending them for the Boards approval;
ix) To review and report any related party transactions and conflict of interest situation that may arise within the Group including
any transaction, procedure or course of conduct that raise questions on Management integrity; and
x) To undertake such other functions / responsibilities as may be agreed to by the Committee and the Board.
28
Statement on Internal Control
Introduction
The Board of Directors (Board) is pleased to present herewith the Statement on Internal Control (Statement) which outlines the nature
and scope of internal controls of the Group during the financial year. This Statement is prepared pursuant to paragraph 15.26 (b) of the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities). Associated companies and jointly controlled
entities are excluded from the scope of this Statement due to their insignificance to the Group.
Board responsibilities
The Board affirms its overall responsibility for the Groups system of internal control to safeguard shareholders investment and the Groups
assets, which also includes reviewing on the adequacy and integrity of that system. The system of internal control covers not only financial
controls but operational and compliance controls. In view of the inherent limitations in any system of internal controls, the system is designed
to manage rather than eliminate the likelihood of fraud, error or failure to achieve business objectives. Accordingly, the system of internal
control can provide only reasonable and not absolute assurance against material misstatement or loss.
Risk Management Framework
The Groups enterprise risk management framework was formalised with the assistance of a professional firm of consultants. The formalisation
involved developing the risk profile of the Group and appropriate control systems to manage and control the risks identified.
Internal Control Process
The Board has established an on-going process for identifying, evaluating and managing the significant business risks faced by the Group
and this process is regularly reviewed and accords with the guidelines as contained in the Guidance.
Internal Audit Function
The Internal Audit (the IA) Function provide an independent assessment on the adequacy, efficiency and effectiveness of the Groups
internal control system. IA performs substantive tests, analytical procedures and reviews the internal controls in key activities of the Groups
businesses based on approved audit plan and reports directly to the Audit Committee (the Committee).
The Committee is chaired by an Independent Non-Executive Director and the Committee comprises of Independent Non-Executive
Directors who have varied experience and qualifications. The Committee has access to both internal and external auditors and receives
reports on all audits performed. The Committee, in turn, reports to the Board regarding all audit-related matters.
The Group has outsourced its Internal Audit Function to a firm of professionals which provides the Board with much of the assurance it
requires regarding the adequacy and integrity of the system of internal control of the Group. The internal audit function reviews the internal
control in the key activities of the Groups businesses based on an annual internal audit plan presented to the Audit Committee for approval.
The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the risk profiles of the major
business units of the Group. Accordingly, internal audit activities carried out addressed both financial and operational aspects. Opportunity
for improvements to the system of internal control are identified and presented to the Audit Committee via internal audit reports whilst
Management formulates the relevant action plans to address the issues noted on a periodic basis.
29
Other Key Elements of Internal Control
Apart from the functions of the IA, the management of each business division had established certain procedures and processes of review
and monitoring on their control environment, framework, policies and standards to ensure overall effectiveness, efficiency and adequacy
of the system of internal control at all times. The key elements of the process are as follows:

Detailed budgeting process where key business divisions prepare budgets for the coming year;
Regular monitoring of results against budget with major variances being followed up and management action taken, where necessary;
Financial reports, progress reports, key variances and analysis of financial data of the Groups businesses are provided regularly to the
senior management and the Board;
Regular management meetings are conducted to review and discuss financial and operational reports and matters;
Clear delegation of responsibilities and appropriate level of empowerment and authority limits to various committees of the Board,
Executive Directors and members of senior management;
Documented corporate policies and procedures covering various aspects and business divisions of the Group and the internal control
culture are promoted through established policies and procedures to ensure compliance with internal controls.
The legal and compliance matters of the Group such as Bursa Securities regulations, regulatory guidelines, legal documents, shareholders
circulars and other statutory reporting requirements are monitored by the Corporate Secretarial Department. In addition, the Corporate
Secretarial Department is assisted by external legal advisors and corporate secretaries to ensure that the interests of the Group are
protected.
Conclusion
The Board is of the view that there were no material losses incurred during the financial year as a result of weaknesses in the system of
internal control. Notwithstanding this, the Board and senior management will continue to review all control procedures to enhance the
system of internal control, so that shareholders investment and the Groups assets are consistently safeguarded.
The external auditors have reviewed this Statement pursuant to paragraph 15.23 of the Listing Requirements of Bursa Securities, and have
reported to the Board that it appropriately reflects the processes that the Board has adopted in reviewing the adequacy and integrity of
the system of internal control.
This Statement is issued in accordance with the resolution of the Board dated August 15, 2011.
30
Additional Compliance Information
Share Buy Back
For the financial year ended 30 June 2011, the Company repurchased 10,000 of its issued ordinary shares from the open market at an
average price of RM1.86 per share. For further details, please refer to Note 27(b) to the financial statements.
Options
There were no share options granted during the financial year ended 30 June 2011. A total of 2,628,700 share options was exercised during
the financial year pursuant to the Companys Employees Share Option Scheme (ESOS). For further details, please refer to Note 30(b)
to the financial statements.
Non-Audit Fees
The amount of non-audit fees paid to external auditors and companies affiliated to them for the financial year ended 30 June 2011 amounted
to RM53,000.
Material Contracts
There were no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by
the Company and/or its subsidiary companies which involve Directors and major shareholders interests during the financial year ended
30 June 2011.
31
Financial Statements
33
Directors' report
38
Statement by directors
38
Statutory declaration
39
Independent auditors' report
41
Statements of comprehensive income
43
Statements of financial position
45
Statements of changes in equity
47
Statements of cash flows
50
Notes to the financial statements
134
Supplementary information
breakdown of retained profits into realised and unrealised
Directors' Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company
for the financial year ended 30 June 2011.
Principal activities
The principal activity of the Company is investment holding. The principal activities of the subsidiaries, associates and jointly controlled
entities are described in Notes 19 to 21 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
Results
Group
RM'000
Company
RM'000
Profit from continuing operations, net of tax
Loss from discontinued operations, net of tax
Profit net of tax
100,545
(134)
100,411
18,248
18,248
Attributable to:
Owners of the parent
100,411
18,248
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature other than as disclosed in the notes to the financial statements.
Dividends
The amount of dividends paid by the Company since 30 June 2010 were as follows:
RM'000
First and final dividend of 5% less 25% taxation, on 312,723,232 ordinary shares, declared on 11 November
2010 and paid on 29 November 2010
11,727
Special dividend of 3% (consisting of 2% less 25% taxation and 1% Single Tier), on 312,723,232 ordinary
shares, declared on 11 November 2010 and paid on 29 November 2010
7,818
At the forthcoming Annual General Meeting, a first and final dividend, in respect of the financial year ended 30 June 2011, of 5% Single
Tier and a special dividend of 3% Single Tier on 312,888,632 ordinary shares, amounting to a dividend payable of RM25,031,091 (8.00
sen net per ordinary share) will be proposed for shareholders' approval. The financial statements for the current year do not reflect this
proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings
in the financial year ending 30 June 2012.
33
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Y. Bhg. Tan Sri Dato' Mohamed Noordin bin Hassan
Cheng Wai Keung
Y. Bhg. Dato' Roger Chan Wan Chung
Chong Tet On
Y. Bhg. Dato' Ghazi bin Ishak
Y. Bhg. Tan Sri Dato' Paduka Dr. Mazlan bin Ahmad
Dr. Poh Soon Sim
Directors' benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a
party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate, other than those arising from the share options granted under the Employees' Share Options Scheme.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included
in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the
Company as shown in Note 10 to the financial statements) by reason of a contract made by the Company or a related corporation with
any director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest,
except for those benefits which may be deemed to have arisen by virtue of those contracts, agreements and transactions (either as a supplier,
agent, customer or contractor) in respect of trading and other services entered into in the ordinary course of business between the Company
and its subsidiaries and companies in which the directors are deemed to have interests, as disclosed in Note 38 to the financial statements.
Directors' interests
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year in shares and options
over shares in the Company and its related corporations during the financial year were as follows:
1 July 2010
Number of ordinary shares
Acquired
Sold
30 June 2011
Ultimate holding company
Wing Tai Holdings Limited
Indirect interest
Cheng Wai Keung
34
318,156,564
310,601,664
7,700,000
-
-
325,856,564
310,601,664
Directors' interests (contd)
Number of ordinary shares of RM1 each
1 July 2010
Acquired
Sold 30 June 2011
The Company
Direct interest
Indirect interest *
Cheng Wai Keung
Interest of Spouse of a Director
Option granted on
1.12.2005 and 31.1.2007
-
1,556,000
172,224,062
172,224,062
16,960,000
16,960,000
-
189,184,062
189,184,062
3,538,100
1,556,000
-
5,094,100
Exercise price
RM
Date of
Expiry
1.00
1.00
1.00
15.5.2015
15.5.2015
15.5.2015
Exercise price
RM
Date of
Expiry
1.20
1.20
1.20
15.5.2015
15.5.2015
15.5.2015
Number of options over
ordinary shares of RM1 each
Exercised 30 June 2011
1 July 2010
(1,556,000)
-
The Company
Cheng Wai Keung
Option granted on
19.5.2010
500,000
500,000
1,056,000
(1,056,000)
500,000
500,000
-
Number of options over
ordinary shares of RM1 each
1 July 2010
Exercised 30 June 2011
The Company
Cheng Wai Keung
*
300,000
300,000
500,000
(500,000)
300,000
300,000
-
Cheng Wai Keung and Edmund Cheng Wai Wing by virtue of their interests in shares in Wing Tai Holdings Limited (WTHL),
Wing Tai Investment & Development Pte. Ltd. (WTIDPL) and Wing Sun Development Private Limited (WSDPL), are deemed
interested in the shares of the Company and its related corporations to the extent WTHL, WTIDPL, WSDPL and the Company
have interests.
Y. Bhg. Dato' Roger Chan Wan Chung by virtue of his spouse, Datin Chan Yung Shui Ching's interest in shares in Wing Tai Malaysia
Berhad (formerly known as DNP Holdings Berhad), is deemed interested in the shares of the Company to the extent his spouse has an
interest.
The other directors in office at the end of the financial year do not have any interest in shares in the Company or its related corporations
during the financial year.
35
Treasury shares
During the financial year, the Company repurchased 10,000 of its issued ordinary shares from the open market at an average price of
RM1.86 per share. The total consideration paid for the repurchase including transaction costs was RM18,661. The shares repurchased are
being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.
As at 30 June 2011, the Company held as treasury shares a total of 11,959,500 of its 324,848,132 issued ordinary shares. Such treasury
shares are held at a carrying amount of RM18,151,964 and further relevant details are disclosed in Note 27(b) to the financial statements.
Employees' share options scheme
The Company's Employees' Share Options Scheme ("ESOS") is governed by the by-laws approved by the shareholders at an Extraordinary
General Meeting held on 11 May 2005. The ESOS was implemented on 16 May 2005 and is to be in force for a period of 10 years from
the date of implementation.
The salient features and other terms of the ESOS are disclosed in Note 30(b) to the financial statements.
Details of options granted to directors are disclosed in the section on Directors' Interests in this report.
Other statutory information
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made
out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts and satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts
in respect of the financial statements of the Group and of the Company; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course
of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) it necessary to write off any bad debts or the amount of the provision for doubtful debts in the financial statements of the Group
and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the
existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements
of the Group and of the Company which would render any amount stated in the financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the
liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
36
Other statutory information (contd)
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after
the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when
they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and
the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the
financial year in which this report is made.
Significant events
Details of significant events are disclosed in Note 42 to the financial statements.
Subsequent event
Details of subsequent event is disclosed in Note 43 to the financial statements.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 10 October 2011.
Cheng Wai Keung
Dato' Roger Chan Wan Chung
37
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, Cheng Wai Keung and Dato' Roger Chan Wan Chung, being two of the directors of Wing Tai Malaysia Berhad (formerly known
as DNP Holdings Berhad), do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages
41 to 133 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true
and fair view of the financial positions of the Group and of the Company as at 30 June 2011 and of their financial performance and cash
flows for the year then ended.
The information set out in Note 46 to the financial statements have been prepared in accordance with the Guidance on Special Matter
No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 10 October 2011.
Cheng Wai Keung
Dato' Roger Chan Wan Chung
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Lee Kong Beng, being the officer primarily responsible for the financial management of Wing Tai Malaysia Berhad (formerly known
as DNP Holdings Berhad), do solemnly and sincerely declare that the accompanying financial statements set out on pages 41 to 134 are
in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of
the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
the abovenamed Lee Kong Beng
at Georgetown in the State of Penang
on 10 October 2011:
Before me,
Cheah Beng Sun
Commissioner for Oaths
38
Lee Kong Beng
Independent Auditors Report
to the members of Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad)
(Incorporated in Malaysia)
Report on the financial statements
We have audited the financial statements of Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad), which comprise the
statements of financial position as at 30 June 2011 of the Group and of the Company, and the statements of comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary
of significant accounting policies and other explanatory notes, as set out on pages 41 to 133.
Directors responsibility for the financial statements
The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with
Financial Reporting Standards and the Companies Act 1965 in Malaysia, and for such internal control as the directors determine are
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation of financial statements
that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial positions of the Group and of the Company as at 30 June 2011
and of their financial performance and cash flows for the year then ended.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries
of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors,
which are indicated in Note 19 to the financial statements, being financial statements that have been included in the consolidated
financial statements.
39
Report on other legal and regulatory requirements (contd)
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we
have received satisfactory information and explanations required by us for those purposes.
(d) The auditors reports on the financial statements of the subsidiaries were not subject to any qualification material to the consolidated
financial statements and did not include any comment required to be made under Section 174(3) of the Act.
Other matters
The supplementary information set out in Note 46 on page 134 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad.
The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No.
1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities
Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and
the directive of Bursa Malaysia Securities Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Ernst & Young
AF: 0039
Chartered Accountants
Penang, Malaysia
10 October 2011
40
Lim Foo Chew
No. 1748/01/12(J)
Chartered Accountant
Statements of Comprehensive Income
For the financial year ended 30 June 2011
2011
RM'000
Company
2010
RM'000
354,252
(198,169)
156,083
18,714
18,714
17,654
17,654
5,954
(33,231)
(52,720)
755
99,113
3,874
(28,401)
(51,896)
570
(3,134)
77,096
11,486
(9,494)
(144)
20,562
2,276
(7,209)
(1,836)
10,885
(2,844)
638
96,907
(2,177)
55
74,974
(487)
20,075
(608)
10,277
3,638
100,545
(21,144)
53,830
(1,827)
18,248
(3,335)
6,942
(134)
100,411
(589)
53,241
18,248
6,942
Note
2011
RM'000
4
5
369,816
(191,461)
178,355
Other income
Administrative expenses
Selling and marketing expenses
Fair value gain on investment properties
Other operating income/(expenses)
Operating profit
6
Finance costs
Share of profit of associates
Share of loss of jointly controlled entities
Profit before tax from continuing operations
7
Income tax expense
Profit from continuing operations, net of tax
11
12
Continuing operations
Revenue
Cost of sales
Gross profit
Discontinued operations
Profit net of tax
Other comprehensive income:
Impairment loss offset against revaluation reserve
Foreign currency translation
Foreign currency translation transferred to
profit or loss upon liquidation of an associated company
Revaluation of land and buildings
Income tax relating to components of other
comprehensive income
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
8
Group
2010
RM'000
(299)
381
1,689
-
-
(2,323)
8,073
-
5,264
-
(1,997)
3,835
104,246
1,689
54,930
(1,295)
3,969
22,217
6,942
Profit attributable to:
100,411
53,241
18,248
6,942
Total comprehensive income attributable to:
104,246
54,930
22,217
6,942
11
41
Note
Group
2010
RM'000
Earnings/(Loss) per share attributable to
owners of the parent (sen per share):
Basic, for profit from continuing operations
Basic, for loss from discontinued operations
Basic, for profit net of tax
13
13
13
32.22
(0.04)
32.18
17.31
(0.19)
17.12
Diluted, for profit from continuing operations
Diluted, for loss from discontinued operations
Diluted, for profit net of tax
13
13
13
32.11
(0.04)
32.07
17.26
(0.19)
17.07
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
42
2011
RM'000
Statements of Financial Position
As at 30 June 2011
2010
RM'000
2011
RM'000
Company
2010
RM'000
124,445
56,493
122,950
2,533
35
9,091
14,289
11,173
341,009
111,643
70,495
127,340
7,501
4,822
18,664
11,681
352,146
22,974
30,098
125
53,197
13,667
4,886
27,598
917
125
47,193
601,543
53,000
51,885
43,987
11,396
79,837
841,648
2,718
844,366
452,141
53,997
50,704
14,737
5,272
67,704
644,555
644,555
569,441
326
34,238
422
11,909
616,336
616,336
572,158
93
34,238
434
27,425
634,348
634,348
1,185,375
996,701
669,533
681,541
67,728
91,144
8,713
5,476
173,061
5
24,750
88,601
7,468
5,178
126,002
109,088
109,088
128,666
128,666
671,305
518,553
507,248
505,682
Note
2011
RM'000
15
16(a)
17
18
19
20
21
22
23
16(b)
24
23
25
Group
Assets
Non-current assets
Property, plant and equipment
Land held for property development
Investment properties
Prepaid land lease payments
Investments in subsidiaries
Investments in associates
Investments in jointly controlled entities
Deferred tax assets
Other receivables
Current assets
Property development costs
Inventories
Trade and other receivables
Other current assets
Dividends receivable
Tax recoverable
Cash and bank balances
Non-current assets classified as held for sale
26
12
Total assets
Equity and liabilities
Current liabilities
Retirement benefit obligations
Borrowings
Trade and other payables
Other current liabilities
Tax payable
Net current assets
30(a)
31
33
34
43
2010
RM'000
2011
RM'000
Company
2010
RM'000
153,192
4,042
10,330
167,564
30
78,746
31,579
3,889
114,244
2,258
2,258
930
930
Total liabilities
340,625
240,246
111,346
129,596
Net assets
844,750
756,455
558,187
551,945
324,848
117,868
(18,152)
26,723
393,463
844,750
322,219
117,048
(18,133)
22,937
312,384
756,455
324,848
117,868
(18,152)
8,395
125,228
558,187
322,219
117,048
(18,133)
4,200
126,611
551,945
996,701
669,533
681,541
Note
2011
RM'000
30(a)
31
22
32
Group
Non-current liabilities
Retirement benefit obligations
Borrowings
Deferred tax liabilities
Deferred income
Equity attributable to owners of the parent
Share capital
Share premium
Treasury shares
Other reserves
Retained earnings
Total equity
27
27
27
28
29
Total equity and liabilities
1,185,375
44
Statements of Changes in Equity
Attributable to owners of the parent
Non-distributable
Distributable
Group
Note
At 1 July 2009
Total comprehensive
income
Transactions with owners
Realisation of reserve
Acquisition of treasury
shares
Dividends
Issue of ordinary shares
pursuant to ESOS
Share options granted
under ESOS
At 30 June 2010
27
14
28
At 1 July 2010
As previously stated
Effects of adopting
FRS 139
Effects of adopting
Amendments to
FRS 117
At 1 July 2010,
as restated
Total comprehensive
income
Realisation of reserve
Acquisition of treasury
shares
Dividends
Issue of ordinary shares
pursuant to ESOS
Share options granted
under ESOS
At 30 June 2011
27
14
28
Share
capital
(Note 27)
RM'000
Share
premium
(Note 27)
RM'000
Treasury
shares
(Note 27)
RM'000
Other
reserves
(Note 28)
RM'000
Retained
earnings
(Note 29)
RM'000
RM'000
321,067
116,809
23,540
268,705
713,962
-
-
-
1,689
53,241
54,930
-
-
-
(2,119)
2,119
-
-
-
1,152
239
322,219
117,048
(18,133)
322,219
117,048
(18,133)
-
-
-
-
322,219
117,048
-
-
-
-
-
-
-
-
2,629
820
324,848
117,868
(16,159)
(1,974)
-
(239)
(11,681)
Equity,
total
(1,974)
(11,681)
-
1,152
66
22,937
312,384
66
756,455
22,937
312,384
756,455
-
-
24
24
-
-
(86)
(86)
(18,133)
(19)
(18,152)
22,937
312,322
756,393
3,835
100,411
104,246
275
-
(275)
(621)
847
26,723
(19,545)
(19)
(19,545)
-
2,828
393,463
847
844,750
45
Note
Company
At 1 July 2009
Total comprehensive income
Acquisition of treasury shares
Dividends
Issue of ordinary shares pursuant to ESOS
Share options granted under ESOS
At 30 June 2010
27
14
28
At 1 July 2010
Effects of adopting Amendments to FRS 117
At 1 July 2010, as restated
Total comprehensive income
Acquisition of treasury shares
Dividends
Issue of ordinary shares pursuant to ESOS
At 30 June 2011
27
14
28
Share
capital
(Note 27)
RM'000
Non-distributable
Share
Treasury
premium
shares
(Note 27)
(Note 27)
RM'000
RM'000
Other
reserves
(Note 28)
RM'000
Distributable
Retained
earnings
(Note 29)
RM'000
Equity,
total
RM'000
4,373
131,350
557,440
-
6,942
6,942
321,067
116,809
-
-
1,152
322,219
239
117,048
(1,974)
(18,133)
(239)
66
4,200
(11,681)
126,611
(1,974)
(11,681)
1,152
66
551,945
322,219
322,219
117,048
117,048
(18,133)
(18,133)
4,200
4,200
126,611
(86)
126,525
551,945
(86)
551,859
-
-
3,969
18,248
22,217
2,629
324,848
820
117,868
(621)
847
8,395
(19,545)
125,228
(19)
(19,545)
2,828
847
558,187
(16,159)
-
-
(19)
(18,152)
46
Statements of Cash Flows
Note
Operating activities
Profit/(Loss) before tax from:
Adjustments for:
Depreciation and amortisation
Dividend income
Fair value gains on investment properties
Revaluation deficit on property, plant and equipment
Gain on disposal of property, plant and
equipment and prepaid land
lease payments
Gain on liquidation of an associated company
(Reversal of impairment loss)/Impairment losses of
property, plant and equipment and prepaid land
lease payments
Interest expense
Interest income
Inventories written down
Net unrealised loss/(gain) on foreign exchange
Pension costs-defined benefit plan
Property, plant and equipment written off
Allowance for impairment on receivables
Provision for closure costs
Retrenchment benefits and gratuity
Reversal of:
- over-accrual for property development costs
- provision for foreseeable loss for development properties
Share of result of:
- jointly controlled entities
- associates
Unrealised profit in jointly controlled entity
Total adjustments
Operating cash flows before changes in working
capital carried forward
2011
RM'000
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
96,907
(134)
96,773
74,974
(589)
74,385
20,075
20,075
10,277
10,277
4
17
8
7,704
159
8,544
(570)
-
1,194
(12,400)
-
1,226
(11,640)
-
8
(2,329)
(2,212)
(1,901)
-
(32)
(3,757)
(186)
-
(299)
2,461
(2,273)
1,401
1,417
(25)
123
866
(10)
1,129
1,139
1,713
(1,753)
1,637
1,240
2
136
112
211
623
471
(7,729)
17
837
86
(2,276)
(164)
3,179
7
(6,803)
(54)
(8,783)
(239)
(638)
847
6,440
7,904
(55)
66
1,906
4,028
847
(20,552)
12
8
7
8
9
8
8
5
28
104,677
78,413
(477)
66
(9,702)
575
47
Note
Operating cash flows before changes
in working capital brought forward
Changes in working capital
Development properties
Inventories
Payables
Related companies balances
Associates
Receivables
Total changes in working capital
Cash flows from operations
Retrenchment benefits and gratuity paid
Retirement benefits paid
Interest paid
Taxes paid
Net cash (used in)/generated from operating activities
Investing activities
Additional investment in:
- jointly controlled entity
- subsidiary
Advances to jointly controlled entities
Cash received from distribution of capital
Changes in amount due to/from subsidiaries
Development expenditure on:
- investment properties
- land held for property development
Dividend received
Interest received
Proceeds from disposal of:
- property, plant and equipment and
prepaid land lease payments
Purchase of:
- property, plant and equipment
- prepaid land lease payments
Net cash (used in)/generated from investing activities
48
30(a)
19(a)
20(a)
17
16(a)
15
18
2011
RM'000
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
104,677
78,413
(477)
(102,143)
5,468
8,386
(240)
(74)
(17,701)
(106,304)
(31,052)
24,797
10,684
91
1,920
6,440
(93)
104
(1,077)
(1,066)
(511)
353
(98)
(31)
(287)
(1,627)
(1,019)
(10)
(5,584)
(27,366)
(35,606)
84,853
(152)
(2,961)
(20,115)
61,625
(1,543)
(255)
(471)
(1,781)
(4,050)
288
(3,289)
(3,001)
(8,460)
10
(12,961)
1
-
(8,226)
-
(2,500)
(12,730)
1
792
(7,150)
40,130
(24,531)
2,273
(90)
(11,296)
1,753
12,400
7,729
9,769
1,649
3,755
7,584
32
251
(12,127)
(52,040)
(6,035)
(2,106)
(18,416)
(454)
5,270
575
(899)
(2,106)
41,644
Note
Financing activities
Net drawdown of borrowings
Dividend paid to shareholders of the Company
Proceeds from issuance of ordinary shares
Share repurchased
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Effect of foreign exchange rate changes
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
27
27
26
2011
RM'000
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
117,448
(19,545)
2,828
(19)
100,712
4,616
(11,681)
1,152
(1,974)
(7,887)
(19,545)
2,828
(19)
(16,736)
(11,681)
1,152
(1,974)
(12,503)
13,066
(933)
67,704
79,837
35,322
2,078
30,304
67,704
(15,516)
27,425
11,909
26,140
1,285
27,425
49
Notes to the Financial Statements
1.
Corporate information
Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad) (the Company) is a public limited liability company,
incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office
of the Company is located at Suite 18.05, MWE Plaza, No.8 Lebuh Farquhar, 10200 Penang.
The immediate and ultimate holding company of the Company is Wing Tai Holdings Limited, which is incorporated in Singapore
and produces financial statements available for public use.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries, associates and jointly controlled
entities are described in Notes 19 to 21. There have been no significant changes in the nature of the principal activities during the
financial year.
2.
Summary of significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards
and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted
new and revised FRS which are mandatory for the current financial year as described fully in Note 2.2.
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM000)
except when otherwise indicated.
2.2 Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 July 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory
for the current financial year.

50
FRS 7 Financial Instruments: Disclosures
FRS 101 Presentation of Financial Statements (Revised)
FRS 123 Borrowing Costs
FRS 139 Financial Instruments: Recognition and Measurement
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate Financial
Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
Amendments to FRS 2 Share-based Payment Vesting Conditions and Cancellations
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 139 Financial Instruments: Recognition and Measurement, FRS 7 Financial Instruments: Disclosures and
IC Interpretation 9 Reassessment of Embedded Derivatives
Improvements to FRS issued in 2009
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 11 FRS 2 Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
2.
Summary of significant accounting policies (contd)
2.2 Changes in accounting policies (contd)

IC Interpretation 14 FRS 119 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
FRS 1 First-time Adoption of Financial Reporting Standards
FRS 3 Business Combinations (Revised)
Amendments to FRS 2 Share-based Payment
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendments to FRS 127 Consolidated and Separate Financial Statements
Amendments to FRS 138 Intangible Assets
Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 12 Service Concession Arrangements
Amendments to FRS 132 Classification of Rights Issues
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
IC Interpretation 17 Distributions of Non-cash Assets to Owners
FRS 4 Insurance Contracts and TR i-3 Presentation of Financial Statements of Islamic Financial Institutions are also be effective for
annual periods beginning on or after 1 January 2010. These FRS are, however, not applicable to the Group or the Company.
Adoption of the above standards and interpretations did not have any effect on the financial performance or position of the Group
and the Company except for those discussed below:
FRS 7 Financial Instruments: Disclosures
Prior to 1 July 2010, information about financial instruments was disclosed in accordance with the requirements of FRS 132
Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about financial
instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis
to market risk.
The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the new
disclosures have not been applied to the comparatives. The new disclosures are included throughout the Groups and the Companys
financial statements for the year ended 30 June 2011.
FRS 101 Presentation of Financial Statements (Revised)
The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised Standard separates
owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners,
with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive
income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and
expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company
have elected to present this statement as one single statement.
In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change
in accounting policy, the correction of an error or the classification of items in the financial statements.
The revised FRS 101 also requires the Group to make new disclosures to enable users of the financial statements to evaluate the
Groups objectives, policies and processes for managing capital (see Note 41).
The revised FRS 101 was adopted retrospectively by the Group and the Company.
51
2.
FRS 139 Financial Instruments: Recognition and Measurement
FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and
sell non-financial items. The Group and the Company have adopted FRS 139 prospectively on 1 July 2010 in accordance with
the transitional provisions. The effects arising from the adoption of this Standard have been accounted for by adjusting the opening
balance of retained earnings as at 1 July 2010. Comparatives are not restated. The details of the changes in accounting policies
and the effects arising from the adoption of FRS 139 are discussed below:
52

Impairment of trade and other receivables
Prior to 1 July 2010, provision for doubtful debts was recognised when it was considered uncollectible. Upon the adoption
of FRS 139, an impairment loss is recognised when there is objective evidence that an impairment loss has been incurred.
The amount of the loss is measured as the difference between the receivables carrying amount and the present value of the
estimated future cash flows discounted at the receivables original effective interest rate. As at 1 July 2010, the Group and the
Company have remeasured the allowance for impairment losses as at that date in accordance with FRS 139 and concluded
that there was no adjustment which was required to be made to the opening retained earnings as at 1 July 2010.

Borrowings
Prior to 1 July 2010, the borrowings were measured at the fair value of the considerations received. Upon adoption of FRS139,
the borrowings (financial liabilities) are measured initially at its fair value plus transaction costs that are directly attributable
to acquisition of the financial liabilities. After initial recognition, the borrowings shall be measured at amortised cost using
the effective interest method. As at 1 July 2010, the Group has remeasured the borrowings as at that date in accordance with
FRS 139 and the adjustment to their previous carrying amounts of RM24,000 is recognised as an adjustment to the opening
balance of retained earnings as at that date.

Financial guarantee contracts
During the current and prior years, the Company provided financial guarantees to banks in connection with bank loans and
other banking facilities granted to its subsidiaries. Prior to 1 July 2010, the Company did not provide for such guarantees
unless it was more likely than not that the guarantees would be called upon. The guarantees were disclosed as contingent
liabilities. Upon the adoption of FRS 139, all unexpired financial guarantees issued by the Company are recognised as financial
liabilities and are measured at their initial fair value less accumulated amortisation as at 1 July 2010. The Company has
determined that the fair values of such financial guarantee contracts were not significant.

Inter-company loans
During the current and prior years, the Company granted and received interest free and interest bearing loans and advances
to and from its subsidiaries. Prior to 1 July 2010, these loans and advances were recorded at cost in the Company's financial
statements. Upon the adoption of FRS 139, the interest-free or low-interest loans or advances are recorded initially at a fair
value that is lower than cost. The difference between the fair value and cost of the loan or advance is recognised as an additional
investment in the subsidiary. Subsequent to initial recognition, the loans and advances are measured at amortised cost. As the
loans and advances were short term in nature and repayable on demand, the Company has concluded that the carrying amounts
of the inter-company loans as at 1 July 2010 approximated their amortised cost.
2.
FRS 139 Financial Instruments: Recognition and Measurement (contd)
The following are effects arising from the above changes in accounting policies:
Increase/(Decrease)
As at 1 July 2010
RM000
Group
Borrowings current
Borrowings non-current
Retained earnings
(8)
(16)
24
Amendments to FRS 117 Leases
Prior to 1 July 2010, for all leases of land and buildings, if title is not expected to pass to the lessee by the end of the lease term,
the lessee normally does not receive substantially all of the risks and rewards incidental to ownership. Hence, all leasehold land
held for own use was classified by the Group as operating lease and where necessary, the minimum lease payments or the up-front
payments made were allocated between the land and the building elements in proportion to the relative fair values for leasehold
interests in the land element and building element of the lease at the inception of the lease. The up-front payment represented
prepaid lease payments and were amortised on a straight-line basis over the lease term.
The amendments to FRS 117 Leases clarify that leases of land and buildings are classified as operating or finance leases in the
same way as leases of other assets. They also clarify that the present value of the residual value of the property in a lease with a
term of several decades would be negligible and accounting for the land element as a finance lease in such circumstances would
be consistent with the economic position of the lessee. Hence, the adoption of the amendments to FRS 117 has resulted in certain
unexpired land leases to be reclassified as finance leases. The Group has applied this change in accounting policy in accordance
with the transitional provisions of the Amendments to FRS 117. At 1 July 2010, the Group reassessed the lease classification on
the basis of the facts and circumstances existing on that date and recognised certain leasehold land held for own use as property,
plant and equipment at their fair values on that date. The difference between such fair values and the unamortised carrying amount
as at that date is recognised in retained earnings. The following are effects arising from the above change in accounting policy:
Increase/(Decrease)
Group
Company
As at
As at
As at
As at
1 July
30 June
1 July
30 June
2010
2011
2010
2011
RM000
RM000
RM000
RM000
Property, plant and equipment
Prepaid land lease payments
Retained earnings
4,605
(4,691)
(86)
4,800
(4,886)
(86)
4,605
(4,691)
(86)
4,800
(4,886)
(86)
53
2.
FRS 3 Business Combinations (revised)
The revised FRS 3 introduces a number of changes to the accounting for business combinations that will impact the amount of
goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results. Changes in significant
accounting policies resulting from the early adoption of the revised FRS 3 include:
-
Transaction costs would no longer be capitalised as part of the cost of acquisition but will be expensed immediately;
-
Consideration contingent on future events are recognised at fair value on the acquisition date and any changes in the amount
of consideration to be paid will no longer be adjusted against goodwill but recognised in profit or loss;
-
The Group elects, for each acquisition of a business, whether to measure non-controlling interest (previously described as
minority interests) at fair value, or at the non-controlling interests proportionate share of the acquirees net identifiable assets,
and this impacts the amount of goodwill recognised; and
-
When a business is acquired in stages, the previously held equity interests in the acquiree are re-measured to fair value at the
acquisition date with any corresponding gain or loss recognised in profit or loss, and this impacts the amount of goodwill
recognised.
According to its transitional provisions, the revised FRS 3 has been applied prospectively. Assets and liabilities that arose from
business combinations whose acquisition dates are before 1 July 2010 are not adjusted.
There is no material impact on the Groups consolidated financial statements upon adoption of this standard.
FRS 127 Consolidated and Separate Financial Statements revised
Changes in significant accounting policies resulting from the adoption of the revised FRS 127 include:
-
A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity
transaction. Therefore, such a change will have no impact on goodwill, nor will it give rise to a gain or loss,
-
Losses incurred by a subsidiary are allocated to the non-controlling interest even if the losses exceed the non-controlling
interest in the subsidiarys equity, and
-
When control over a subsidiary is lost, any interest retained is measured at fair value with the corresponding gain or loss
recognised in profit or loss.
According to its transitional provisions, the revised FRS 127 has been applied prospectively, and does not impact the Groups
consolidated financial statements in respect of transactions with non-controlling interest, attribution of losses to non-controlling
interest, and disposal of subsidiaries before 1 July 2010. The changes will affect future transactions with non-controlling interest.
There is no material impact on the Groups consolidated financial statements upon adoption of this standard.
54
2.
2.3 Standards and interpretations issued but not yet effective
The Group has not adopted the following standards and interpretations that have been issued but not yet effective:
Description
Effective for annual
periods beginning
on or after
Amendment to IC Interpretation 15
Technical Release 3 Guidance on Disclosures of Transition to IFRSs
Additional Exemption for First-time Adopters (Amendments to FRS 1)
Amendments to FRS 1 [Improvements to FRSs (2010)]
Group Cash-settled Share-based Payment Transactions (Amendments to FRS 2)
Amendments to FRS 7 Improving Disclosures about Financial Instruments
Amendments to IC Interpretation 13 [Improvements to FRSs (2010)]
Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters
IC Interpretation 4 Determining whether an Arrangement contains a Lease
IC Interpretation 18 Transfers of Assets from Customers
Amendments to IC Interpretation 14 Prepayments of a Minimum Funding Requirement
IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments
IC Interpretation 15 Agreements for the Construction of Real Estate
FRS 124 Related Party Disclosures
30 August 2010
31 December 2010
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 July 2011
1 July 2011
1 January 2012
1 January 2012
Except for the changes in accounting policies arising the new disclosures required under the Amendments to FRS 7, the
directors expect that the adoption of the other standards and interpretations above will have no material impact on the financial
statements in the period of initial application.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting
date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared
for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar
circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated
in full.
Acquisitions of subsidiaries are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised
as expenses in the periods in which the costs are incurred and the services are received.
55
2.
2.4 Basis of consolidation (contd)
In business combinations achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at the
acquisition date and any corresponding gain or loss is recognised in profit or loss.
The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised
on the acquisition date at fair value, or at the non-controlling interests proportionate share of the acquiree net identifiable assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling
interest in the acquiree (if any), and the fair value of the Groups previously held equity interest in the acquiree (if any), over the
net fair value of the acquirees identifiable assets and liabilities is recorded as goodwill in the statement of financial position. In
instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on
the acquisition date.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases.
2.5 Transactions with non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company,
and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement
of financial position, separately from equity attributable to owners of the Company.
Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners
of the parent.
2.6 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits
from its activities.
In the Companys separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.
2.7 Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is
equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant
influence over the associate.
The Groups investments in associates are accounted for using the equity method based on audited or management financial
statements of the associates. Under the equity method, the investment in associates is measured in the statement of financial
position at cost plus post-acquisition changes in the Groups share of net assets of the associates. Goodwill relating to associates
is included in the carrying amount of the investment. Any excess of the Groups share of the net fair value of the associates
identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of
the investment and is instead included as income in the determination of the Groups share of the associates profit or loss for
the period in which the investment is acquired.
56
2.
2.7 Associates (contd)
When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss
on the Groups investment in its associates. The Group determines at each reporting date whether there is any objective evidence
that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference
between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss.
The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments
are made to bring the accounting policies in line with those of the Group.
In the Companys separate financial statements, investments in associates are stated at cost less impairment losses. On disposal
of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.
2.8 Jointly controlled entity
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint
control, where the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties
sharing control.
A jointly controlled entity is a joint venture that involves the establishment of a corporation, partnership or other entity in which
each venturer has an interest. The entity operates in the same way as other entities, except that a contractual arrangement between
the venturers establishes joint control over the economic activity of the entity.
Investments in jointly controlled entities are accounted for in the consolidated financial statements using the equity method of
accounting as described in Note 2.7.
The financial statements of the jointly controlled entities are prepared as of the same reporting date as the Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
In the Companys separate financial statements, its investment in jointly controlled entities is stated at cost less impairment losses.
On disposal of such investment, the difference between net disposal proceeds and the carrying amount is included in profit or
loss.
2.9 Property, plant and equipment, and depreciation
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is
recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably.
Subsequent to recognition, plant and equipment and furniture and fixtures are measured at cost less accumulated depreciation
and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise,
when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement
if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Freehold
land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses recognised after
the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ
materially from the fair value of the freehold land and buildings at the reporting date.
57
2.
2.9 Property, plant and equipment, and depreciation (contd)
Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the asset revaluation reserve,
except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case
the increase is recognised in profit or loss. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets
an existing surplus on the same asset carried in the asset revaluation reserve.
Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net
amount is restated to the revalued amount of the asset. The revaluation surplus included in the asset revaluation reserve in respect
of an asset is transferred directly to retained earnings on retirement or disposal of the asset.
Freehold land has an unlimited useful life and therefore is not depreciated. Capital-in-progress are also not depreciated as these
assets are not available for use. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write
off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:
Buildings
Plant and machinery
Office equipment
Furniture, fittings, renovation and electrical installation
Motor vehicles
2% or over the balance period
of the respective leases,
whichever is shorter
10%
10% - 20%
10% - 33%
20%
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. The residual value, useful life and depreciation method are reviewed at
each financial year-end, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.
2.10
Investment properties
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment
properties are measured at fair value which reflects market conditions at the reporting date. Fair value is arrived at by reference
to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an
appropriate recognised professional qualification and recent experience in the location and category of the properties being valued.
Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which
they arise.
A property interest under an operating lease is classified and accounted for as an investment property on a property-by-property
basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating
lease classified as an investment property is carried at fair value.
Investment properties are derecognised when either they have been disposed of or when the investment property is permanently
withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal
of an investment property is recognised in profit or loss in the year of retirement or disposal.
58
2.
2.10 Investment properties (contd)
Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property
to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. For a transfer
from owner-occupied property to investment property, the property is accounted for in accordance with the accounting policy
for property, plant and equipment set out in Note 2.9 up to the date of change in use.
2.11 Prepaid land lease payments
Prepaid land lease payments are initially measured at cost. Following initial recognition, prepaid land lease payments are measured
at cost less accumulated amortization and accumulated impairment losses. The prepaid land lease payments are amortised over
their lease terms.
2.12 Land held for property development and property development costs
i. Land held for property development
Land held for property development consists of land where no development activities have been carried out or where
development activities are not expected to be completed within the normal operating cycle. Such land is classified within
non-current assets and is stated at cost less any accumulated impairment losses.
Land held for property development is reclassified as property development costs at the point when development activities
have commenced and where it can be demonstrated that the development activities can be completed within the normal
operating cycle.
ii. Property development costs
Property development costs comprise all costs that are directly attributable to development activities or that can be allocated
on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses
are recognised in profit or loss by using the stage of completion method. The stage of completion is determined by the
proportion that property development costs incurred for work performed to date bear to the estimated total property
development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is
recognised only to the extent of property development costs incurred that is probable will be recoverable, and property
development costs on properties sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as
an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost
and net realisable value.
The excess of revenue recognised in the profit or loss over billings to purchasers is classified as accrued billings within other
current assets and the excess of billings to purchasers over revenue recognised in profit or loss is classified as progress billings
within other current liabilities.
59
2.
2.13 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the assets recoverable
amount.
An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units
(CGU)).
In assessing value in use, the estimated future cash flows expected to be generated by the asset 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. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable
amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount
of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the
unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken
to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount
of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses
may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change
in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is
recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation
increase. Impairment loss on goodwill is not reversed in a subsequent period.
2.14 Inventories
Inventories are stated at lower of cost and net realisable value.
Cost is determined using the weighted average basis. The cost of raw materials comprises costs of purchase. The costs of finished
goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate proportions of
manufacturing overheads based on normal operating capacity.
The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions
of common costs.
The cost of trading inventories is determined on the weighted average basis. Cost includes cost of purchase and other incidental
expenses in bringing the items into its present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and
the estimated costs necessary to make the sale.
60
2.
2.15 Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become
a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value
through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include
financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale
financial assets.
a) Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated
as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives)
or financial assets acquired principally for the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or
losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value
through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and
dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of
other losses or other income.
Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that is held
primarily for trading purposes are presented as current whereas financial assets that is not held primarily for trading purposes
are presented as current or non-current based on the settlement date.
b) Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and
receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through
the amortisation process.
Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the
reporting date which are classified as non-current.
c) Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group
has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest
method. Gains and losses are recognised in profit or loss when the held-to-maturity investments are derecognised or impaired,
and through the amortisation process.
Held-to-maturity investments are classified as non-current assets, except for those having maturity within 12 months after
the reporting date which are classified as current.
61
2.
2.15 Financial assets (contd)
d) Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of
the three preceding categories.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in
fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange
gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit
or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit
or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective
interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit
or loss when the Group and the Company's right to receive payment is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.
Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months
after the reporting date.
A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition
of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are
recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.
2.16 Impairment of financial assets
The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is
impaired.
a) Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group
and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and
default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are
assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk
characteristics. Objective evidence of impairment for a portfolio of receivables could include the Groups and the Company's
past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit
period and observable changes in national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between the assets carrying amount
and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. The
impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception
of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable
becomes uncollectible, it is written off against the allowance account.
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2.
2.16 Impairment of financial assets (contd)
a) Trade and other receivables and other financial assets carried at amortised cost (contd)
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the
carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in
profit or loss.
b) Unquoted equity securities carried at cost
If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates,
probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried
at cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the
present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such
impairment losses are not reversed in subsequent periods.
c) Available-for-sale financial assets
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the
disappearance of an active trading market are considerations to determine whether there is objective evidence that investment
securities classified as available-for-sale financial assets are impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal
payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is
transferred from equity to profit or loss.
Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent periods. Increase
in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt
investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment
can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.
2.17 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that
are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also
include bank overdrafts that form an integral part of the Groups cash management.
2.18 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated
reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that
an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value
of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to
the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
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2.
2.19 Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of
a financial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, and only when,
the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are
classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the
hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with
any resultant gains or losses recognised in profit or loss. Net gains or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at fair value through profit or loss.
b) Other financial liabilities
The Groups and the Company's other financial liabilities include trade payables, other payables and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently
measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at
amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the group has an
unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through
the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability
is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognised in profit or loss.
2.20 Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a
loss it incurs because a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial
recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor
fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse
the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle
the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.
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2.
2.21 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction
or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended
use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets
are substantially completed for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period
they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection
with the borrowing of funds.
2.22 Income taxes
a) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting
date. Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit
or loss, either in other comprehensive income or directly in equity.
b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profit will allow the deferred tax assets to be utilised.
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2.
2.22 Income taxes (contd)
b) Deferred tax (contd)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred
tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
c) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
- where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which
case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
- receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statements of financial position.
2.23 Employee benefits
a) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are recognised
when services are rendered by employees that increase their entitlement to future compensated absences. Short term nonaccumulating compensated absences such as sick leave are recognised when the absences occur.
b) Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations.
The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined
contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the
period in which the related service is performed.
c) Defined benefit plans
The costs of providing benefits under defined benefit plans are determined separately for each plan using the projected unit
credit actuarial valuation method. Actuarial gains and losses are recognised as income or expense when the net cumulative
unrecognised actuarial gains and losses for each individual plan at the end of the previous reporting year exceeded 10% of
the higher of the defined benefit obligation and the fair value of plan assets at that date. These gains or losses are recognised
over the expected average remaining working lives of the employees participating in the plans.
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2.
2.23 Employee benefits (contd)
c) Defined benefit plans (contd)
The past service cost is recognised as an expense on a straight-line basis over the average period until the benefits become
vested. If the benefits are already vested immediately following the introduction of, or changes to, a pension plan, past service
cost is recognised immediately.
The defined benefit liability is the aggregate of the present value of the defined benefit obligation and actuarial gains and
losses not recognised, reduced by past service cost not yet recognised and the fair value of plan assets out of which the
obligations are to be settled directly. If such aggregate is negative, the asset is measured at the lower of such aggregate or
the aggregate of cumulative unrecognised net actuarial losses and past service cost and the present value of any economic
benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.
If the asset is measured at the aggregate of cumulative unrecognised net actuarial losses and past service cost and the present
value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to
the plan:
Net actuarial losses of the current period and past service cost of the current period are recognised immediately to the
extent that they exceed any reduction in the present value of those economic benefits. If there is no change or an increase
in the present value of the economic benefits, the entire net actuarial losses of the current period and past service cost of
the current period are recognised immediately.
Net actuarial gains of the current period after the deduction of past service cost of the current period exceeding any increase
in the present value of the economic benefits stated above are recognised immediately. If there is no change or a decrease
in the present value of the economic benefits, the entire net actuarial gains of the current period after the deduction of
past service cost of the current period are recognised immediately.
The Groups right to be reimbursed of some or all of the expenditure required to settle a defined benefit obligation is
recognised as a separate asset at fair value when and only when reimbursement is virtually certain.
d) Employee share option plans
Employees of the Group receive remuneration in the form of share options as consideration for services rendered. The cost
of these equity-settled transactions with employees is measured by reference to the fair value of the options at the date on
which the options are granted, which takes into account market conditions and non-vesting conditions. This cost is recognised
in profit or loss, with a corresponding increase in the employee share option reserve over the vesting period. The cumulative
expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired
and the Groups best estimate of the number of options that will ultimately vest. The charge or credit to profit or loss for a
period represents the movement in cumulative expense recognised at the beginning and end of that period.
No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a
market condition or a non-vesting condition, which are treated as vested irrespective of whether or not the market condition
or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. In the case
where the option does not vest as the result of a failure to meet a non-vesting condition that is within the control of the
Group or the employee, this is accounted for as a cancellation. In such case, the amount of the compensation cost that
otherwise would be recognised over the remainder of the vesting period is recognised immediately in profit or loss upon
cancellation. The employee share option reserve is transferred to retained earnings upon expiry of the share options. When
the options are exercised, the employee share option reserve is transferred to share capital if new shares are issued, or to
treasury shares if the options are satisfied by the reissuance of treasury shares.
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2.
2.23 Employee benefits (contd)
e) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably
committed to either terminate the employment of current employees according to a detailed plan without possibility of
withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. In the case
of an offer made to encourage voluntary redundancy, the measurement of termination benefits is based on the number of
employees expected to accept the offer. Benefits falling due more than 12 months after reporting date are discounted to
present value.
2.24 Leases
a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item,
are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum
lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between
the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance
of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods
in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the
Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful
life and the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The
aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a
straight-line basis.
b) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating
leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and
recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note
2.25(f).
2.25 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured. Revenue is measured at the fair value of consideration received or receivable.
a)
Sale of properties
Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.12(ii).
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2.
2.25 Revenue recognition (contd)
b) Sale of goods
Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership of the goods to the
customer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the
consideration due, associated costs or the possible return of goods.
c) Revenue from service apartments
Revenue from rental of service apartments and the related income such as sale of food and beverages are recognised on an
accrual basis.
d) Sales of completed development properties
Revenue from sale of completed development properties is recognised net of discount upon transfer risk and rewards.
e) Dividend income
Dividend income is recognised when the Group's right to receive payment is established.
f) Rental income
Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to
lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.
g) Management fees
Management fees are recognised when services are rendered.
h) Interest income
Interest income is recognised on an accrual basis using the effective interest method.
2.26 Foreign currency
a) Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The consolidated financial statements are presented
in Ringgit Malaysia (RM), which is also the Companys functional currency.
b) Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries
and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the
transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange
ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign
currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.
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2.
2.26 Foreign currency (contd)
b) Foreign currency transactions (contd)
Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date
are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Groups net
investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under
foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit
or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for
the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses
are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly
in equity.
c) Foreign operations
The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date
and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising
on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative
amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve
relating to that particular foreign operation is recognised in the profit or loss.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of
the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate
at the reporting date.
2.27 Non-current assets held for sale and discontinued operations
A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale have been
met or it has been disposed of and such a component represents a separate major line of business or geographical area of operations
or is part of a single coordinated major line of business or geographical area of operations. A component is deemed to be held
for sale if its carrying amounts will be recovered principally through a sale transaction rather than through continuing use.
Upon classification as held for sale, non-current assets and disposal groups are not depreciated and are measured at the lower
of carrying amount and fair value less costs to sell. Any differences are recognised in profit or loss.
2.28 Segment reporting
For management purposes, the Group is organised into operating segments based on their products and services which are
independently managed by the respective segment managers responsible for the performance of the respective segments under
their charge. The segment managers report directly to the management of the Company who regularly review the segment results
in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these
segments are shown in notes to account, including the factors used to identify the reportable segments and the measurement
basis of segment information.
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2.
2.29 Share capital and share issuance expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting
all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares
are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.
2.30 Treasury shares
When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of consideration
paid is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total
equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury
shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.
2.31 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group.
3.
Significant accounting judgements and estimates
The preparation of the Groups financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date.
However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in the future.
3.1 Judgements made in applying accounting policies
In the process of applying the Groups accounting policies, management has made the following judgements, apart from those
involving estimations, which have the most significant effect on the amounts recognised in the financial statements:
i. Classification of investment properties
The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualifies as an
investment property. Investment property is a property held to earn rentals or for capital appreciation or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held
for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately
(or leased out separately under a finance lease), the Group would account for the portions separately. If the portions could
not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production
or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis, based on management's intention, to determine if a property qualifies
as investment property.
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3.
Significant accounting judgements and estimates (contd)
3.1 Judgements made in applying accounting policies (contd)
i. Classification of investment properties (contd)
- Classification between investment properties and property, plant and equipment
The Group has reclassified property held as service apartment to earn rental income on a daily basis as property, plant
and equipment from investment properties as the ancillary services provided by the Group are so significant that such
property does not qualify as investment property.
- Classification between investment properties and inventories
The Group has temporarily sub-let some properties held for sale but has decided not to treat these properties as investment
properties because it is not the Group's intention to hold this property in long term for capital appreciation or rental
income. Accordingly, these properties are still classified as inventory.
ii. Operating lease commitments the Group as lessor
The Group has entered into commercial property leases on its investment properties. The Group evaluated based on terms
and conditions of the arrangement, whether the land and the buildings were clearly operating leases or finance leases. The
Group assessed the following:
- The land titles do not pass to the lessees;
- The lease terms do not form major part of the economic lives of the properties; and
- The lessees do not participate in the residual value of the building.
Management judged that it retains all the significant risks and rewards of ownership of these properties, thus accounted for
the contracts as operating leases.
iii. Classification between land held for property development and property development costs
The Company has developed certain criteria based on FRS 201 in making judgement whether a property qualifies as a land
held for property development. Land held for property development is a land where no development activities have been
carried out or where development activities are not expected to be completed within the normal operating cycle. Judgement
is made based on management's operation plans and economy forecasting, to determine if a property qualifies as land held
for property development.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed below:
i.
Depreciation of plant and equipment
The cost of retail divisions plant and equipment is depreciated on a straight-line basis over the asset's useful life. The
management estimated the useful lives of these plant and equipment to be 3 years. These are common life expectancies
applied in the industry. Changes in the expected level of usage and technological developments could impact the economic
useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amount
of the Groups plant and equipment at the reporting date is disclosed in Note 15.
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3.
3.2 Key sources of estimation uncertainty (contd)
ii. Property development
The Group recognises property development revenue and expenses in the statement of comprehensive income by using the
stage of completion method. The stage of completion is determined by the proportion that property development costs
incurred for work performed to date bear to the estimated total property development costs.
Significant judgement is required in determining the stage of completion, the extent of the property development costs
incurred, the estimated total property development revenue and costs, as well as the recoverability of the property development
costs. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists.
The carrying amounts of assets and liabilities of the Group arising from property development activities are disclosed in
Note 16.
iii. Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning
strategies.
Assumptions about generation of future taxable profits depend on managements estimates of future cash flows. These depends
on estimates of future production and sales volume, operating costs, capital expenditure, dividends and other capital management
transactions. Judgement is also required about application of income tax legislation. These judgements and assumptions
are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which
may impact the amount of deferred tax assets recognised in the statements of financial position and the amount of unrecognised
tax losses and unrecognised temporary differences.
The carrying value of deferred tax assets of the Group at 30 June 2011 was RM14,289,000 (2010: RM18,664,000). The total
carrying values of the recognised tax losses, capital allowances and other temporary differences of the Group and of the
Company at 30 June 2011 were RM88,356,000 (2010: RM102,780,000) and RM2,988,000 (2010: RM3,096,000) respectively.
The unrecognised tax losses, unabsorbed capital allowances and other deductible temporary differences of the Group at
30 June 2011 was RM91,292,000 (2010: RM91,862,000).
iv. Impairment of investments in subsidiaries
The management of the Company carried out review of the recoverable amount of its investments in subsidiaries at each
balance sheet date. There are no further impairment loss to be recognised in the current financial year. The Company carried
out the impairment test based on the estimation of the higher of the value-in-use or the fair value less cost to sell of the cashgenerating units ("CGU") to which the investments in subsidiaries belong to. Estimating the recoverable amount requires
the Company to make an estimate of the expected future cash flows from the CGU and also to determine a suitable discount
rate in order to calculate the present value of those cash flows. The carrying amount of investments in subsidiaries of the
Company as at 30 June 2011 was RM30,098,000 (2010: RM27,598,000). Further details of the impairment losses recognised
are disclosed in Note 19(b).
v. Impairment of loans and receivables
The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To
determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments.
73
3.
3.2 Key sources of estimation uncertainty (contd)
v. Impairment of loans and receivables (contd)
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical
loss experience for assets with similar credit risk characteristics. The carrying amount of the Groups loans and receivable at
the reporting date is disclosed in Note 23.
vi. Employee share options
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires
determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This
estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share
option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating
fair value for share-based payment transactions and the carrying amounts are disclosed in Note 30.
4.
Revenue
2011
RM'000
Manufacturing and retailing of garments
Sale of development properties
Rental income from service apartments
Rental income from investment properties
Sale of completed development properties
Dividend income from subsidiaries
Management fees
Rental income from factory buildings
5.
156,486
178,980
13,170
7,738
13,442
369,816
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
139,997
153,661
14,384
9,447
36,760
3
354,252
12,400
6,250
64
18,714
11,640
5,950
64
17,654
Cost of sales
2011
RM'000
Cost of manufacturing and retailing of garments
Property development costs (Note 16(b))
Cost of services rendered
Cost of completed development properties sold
Reversal of over-accrual for property development costs
67,360
111,895
9,112
9,897
(6,803)
191,461
Group
2010
RM'000
68,702
101,723
8,312
28,215
(8,783)
198,169
Included in cost of services rendered is direct operating expenses of revenue generating investment properties amounting to RM2,340,098
(2010: RM2,201,125).
74
6.
Other income
2010
RM'000
2011
RM'000
Company
2010
RM'000
1,753
1,350
171
600
3,874
7,729
3,757
11,486
2,276
2,276
2010
RM'000
2011
RM'000
Company
2010
RM'000
5,812
2,923
-
-
(3,351)
2,461
192
191
2,844
(1,210)
1,713
143
321
2,177
471
16
487
604
4
608
2011
RM'000
Interest income
Rental income from properties held for sale
Claims received
Gain on liquidation of an associated company (Note 20(a))
Miscellaneous
7.
Group
2,245
1,109
2,212
388
5,954
Finance costs
2011
RM'000
Interest expense on bank borrowings
Less: Interest capitalised in qualifying assets:
- Property development costs (Note 16(b))
Net interest expense
Interest expense charged by subsidiaries
Commitment fees on term loan
Bank charges
Group
75
8.
Profit before tax
The following items have been included in arriving at profit before tax:
2011
RM'000
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
266
-
175
Amortisation of prepaid land lease payments (Note 18)
Auditors' remuneration:
- current year provision
- underprovision in prior year
- other services
Depreciation of property, plant and equipment
Employee benefits expense (Note 9)
Gain on disposal of an associated company (Note 20(a))
Net gain on disposal of property, plant and equipment and
(Reversal of impairment)/Impairment of property, plant and
equipment and prepaid land lease payments
Revaluation deficit on property, plant and equipment
Licence fees and central marketing contribution charged
by related companies
Management fees charged by a related company
Net foreign exchange losses/(gains)
Non-executive directors' remuneration (Note 10)
Property, plant and equipment written off
(Reversal of provision)/Provision for closure costs
Allowance for impairment on receivables
Rental of equipment
Rental of premises
Reversal of over accrual of property development costs (Note 5)
82
308
41
12
7,586
33,943
(2,212)
242
40
12
8,230
29,532
-
(2,116)
(1,901)
(299)
159
1,401
1,139
1,637
131
1,808
1,062
263
123
(10)
874
37
23,592
(6,803)
143
1,186
2,554
245
136
211
112
8
19,011
(8,783)
60
10
6
1,194
6,741
(3,757)
(32)
176
263
17
-
60
13
6
1,051
4,659
(186)
86
(164)
245
3,179
-
Auditors' remuneration
Depreciation of property, plant and equipment
Net gain on disposal of property, plant and equipment
Net foreign exchange losses
Reversal of allowance for impairment on receivables
76
3
36
(213)
228
(8)
3
48
401
-
-
-
9.
Employee benefits expense
2010
RM'000
2011
RM'000
Company
2010
RM'000
22,902
4,810
297
2,757
(25)
857
847
272
4,764
37,481
22,565
4,220
265
2,349
2
12
66
611
2,937
33,027
2,544
2,160
12
214
798
847
39
127
6,741
2,508
1,824
12
87
7
66
155
4,659
(3,538)
33,943
(3,495)
29,532
6,741
4,659
2010
RM'000
2011
RM'000
Company
2010
RM'000
1,280
700
180
119
2,279
1,280
400
144
154
1,978
1,280
700
180
91
2,251
1,280
400
144
126
1,950
236
27
263
25
288
2,567
218
27
245
31
276
2,254
236
27
263
25
288
2,539
218
27
245
31
276
2,226
2011
RM'000
Wages and salaries
Executive directors' remuneration (Note 10)
Social security contributions
Contributions to defined contribution plans
Contributions to defined benefit plans (Note 30(a))
Gratuity
Share options granted under ESOS (Note 28)
Retrenchment benefits
Other benefits
Less: Employee benefits expense capitalised in qualifying assets:
Property development costs (Note 16(b))
Group
10. Directors' remuneration
The details of remuneration receivable by directors of the Company during the year are as follows:
2011
RM'000
Group
Directors of the Company
Executive directors' remuneration:
Salaries and other emoluments
Bonus
Pension costs - defined contribution plan
Benefits-in-kind
Non-executive directors' remuneration:
Fees
Other emoluments
Benefits-in-kind
77
10. Directors' remuneration (contd)
2010
RM'000
2011
RM'000
Company
2010
RM'000
1,551
803
296
86
2,736
1,457
660
279
31
2,427
-
-
5,303
4,681
2,539
2,226
4,810
4,220
2,160
1,824
263
5,073
245
4,465
263
2,423
245
2,069
2011
RM'000
Group
Directors of subsidiaries
Executive directors' remuneration:
Salaries and other emoluments
Bonus
Pension costs - defined contribution plan
Benefits-in-kind
Total (Note 38(b))
Analysis excluding benefits-in-kind:
Total executive directors' remuneration excluding
benefits-in-kind (Note 9)
Total non-executive directors' remuneration excluding
benefits-in-kind (Note 8)
Total directors' remuneration excluding benefits-in-kind
The number of directors of the Company whose total remuneration during the year fall within the following bands is analysed below:
Executive directors:
RM250,001 - RM300,000
RM300,001 - RM350,000
RM1,350,001 - RM1,400,000
RM1,700,001 - RM1,750,000
Non-executive directors:
Below RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
78
Number of directors
2011
2010
2
1
1
1
1
-
3
1
1
3
1
1
11. Income tax expense
Major components of income tax expense
The major components of income tax expense for the years ended 30 June 2011 and 2010 are:
2011
RM'000
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
1,713
81
1,794
3,093
154
3,247
Statement of comprehensive income:
Current income tax:
Malaysian income tax
(Over)/Under provision in prior years
Deferred tax (Note 22):
Relating to origination and reversal of temporary differences
Over provision in prior years
Income tax attributable to continuing operations
Foreign tax:
Current income tax
Underprovision in prior years
Income tax attributable to discontinued operations (Note 12)
Income tax recognised in profit or loss
28,485
(6,964)
21,521
23,271
(16)
23,255
(166)
(24,993)
(25,159)
(1,729)
(382)
(2,111)
(3,638)
21,144
1,827
3,335
-
-
-
-
-
-
-
-
21,144
1,827
3,335
-
1,295
-
(3,638)
Deferred tax related to other comprehensive income (Note 22):
Net surplus on revaluation of land and building
1,997
267
(234)
33
148
(60)
88
79
11. Income tax expense (contd)
Reconciliation between tax expense and accounting profit
The reconciliation between tax expense and the product of accounting profit/(loss) multiplied by the applicable corporate tax rate for
the years ended 30 June 2011 and 2010 are as follows:
2011
RM'000
2010
RM'000
Group
Profit/(Loss) before tax from:
Discontinued operations (Note 12)
Taxation at Malaysian statutory tax rate of 25%
Adjustments:
Expenses not deductible for tax purposes
Income not subject to tax
Effect of controlled asset transfer
Utilisation of previously unrecognised tax losses
Utilisation of previously unrecognised capital allowances
Deferred tax assets not recognised during the year
Overprovision of tax expenses in prior years
Overprovision of deferred tax in prior years
Income tax expense recognised in profit or loss
Income tax expense recognised in profit or loss:
Discontinued operations (Note 12)
96,907
(134)
96,773
74,974
(589)
74,385
24,193
18,596
5,604
(1,335)
(875)
732
(6,964)
(24,993)
(3,638)
3,075
(390)
11
(729)
(9)
988
(16)
(382)
21,144
(3,638)
(3,638)
21,144
21,144
20,075
10,277
5,019
2,569
1,231
(4,270)
81
(234)
1,827
888
(216)
154
(60)
3,335
Company
Profit before tax
Taxation at Malaysian statutory tax rate of 25%
Adjustments:
Expenses not deductible for tax purposes
Income not subject to tax
Underprovision of tax expenses in prior years
Overprovision of deferred tax in prior years
Income tax expense recognised in profit or loss
80
11. Income tax expense (contd)
Tax savings recognised during the year arising from:
2011
RM'000
Utilisation of previously unrecognised capital allowances
Utilisation of previously unrecognised tax losses
875
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
9
729
-
-
The Group has reversed a deferred tax provision of RM30.0 million no longer required arising from a favourable tax ruling received
by its subsidiary in current financial year.
12. Discontinued operations and non-current assets classified as held for sale
In July 2006, the Group's garment manufacturing operations in Sri Lanka under DNP Garments Lanka (Private) Limited, DNP
Commercial Laundry Lanka (Private) Limited and DNP Sportswear Lanka (Private) Limited (Lanka group of companies) were
discontinued and some of the property, plant and equipment had been disposed off.
Statement of comprehensive income disclosures
During the year, the results from these subsidiaries are presented separately on the consolidated statement of comprehensive income
as discontinued operations. An analysis of the result of discontinued operations is as follows:
2011
RM'000
Revenue
Cost of sales
Gross profit
Other income
Administrative expenses
Other operating expenses
Operating loss
Finance costs
Loss before tax from discontinued operations
Income tax expense (Note 11)
29
(153)
(8)
(132)
(2)
(134)
(134)
Group
2010
RM'000
8
(195)
(401)
(588)
(1)
(589)
(589)
The items included in arriving at loss before tax from discontinued operations are as disclosed in Note 8.
Statement of cash flows disclosures
The cash flows attributable to the discontinued operations are as follows:
Group
2011
2010
RM'000
RM'000
Operating cash flows
(134)
(589)
81
12. Discontinued operations and non-current assets classified as held for sale (contd)
Statement of financial position disclosures
The carrying amount of the non-current assets classified as held for sale on the consolidated statement of financial position of the
Group as at 30 June 2011 is RM2,718,000 (2010: RM Nil).
Group
2011
2010
RM'000
RM'000
At 1 July
Disposal of asset held for sale
Reclassified from property, plant and equipment (Note 15)
At 30 June
2,718
2,718
5,384
(5,384)
-
During the current financial year, the Group has reclassified property, plant and equipment located in Sri Lanka to assets held for
sale as the Group expect the sale to qualify for recognition as a completed sale within one year.
During the last financial year, assets held for sale comprise land and buildings of certain subsidiaries in Malaysia and Sri Lanka. On
10 April 2009, Dragon & Phoenix Serba Pakaian Sdn. Bhd., a wholly owned subsidiary of the Company, entered into a Sales and
Purchase Agreement ("SPA") for the sale of its properties located at P.T. No. 1522 & 832, Mukim Jejawi, Perlis for a cash consideration
of RM6.3 million and the SPA was completed on 7 August 2009.
13. Earnings/(Loss) per share
(a) Basic
Basic earnings per share amounts are calculated by dividing profit for the year, net of tax attributable to owners of the parent by
the weighted average number of ordinary shares in issue during the year, excluding treasury shares held by the Company.
Group
2011
2010
RM'000
RM'000
Profit net of tax from continuing operations attributable to owners of the parent
Loss net of tax from discontinued operations attributable to owners of the parent
Profit net of tax attributable to owners of the parent
100,545
(134)
100,411
2011
Weighted average number of ordinary shares in issue excluding treasury shares
held by the Company
Basic earnings per share for:
Profit net of tax from continuing operations
Loss net of tax from discontinued operations
Profit net of tax
82
53,830
(589)
53,241
2010
312,018,598 310,926,477
2011
Sen
2010
Sen
32.22
(0.04)
32.18
17.31
(0.19)
17.12
13. Earnings per share (contd)
(b) Diluted
Diluted earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to owners of the parent
by weighted average number of ordinary shares in issue during the year, excluding treasury shares held by the company plus the
weighted average number of ordinary shares that would be issued on dilutive potential ordinary shares via share options granted
to employees.
Group
2010
2011
RM'000
RM'000
Profit net of tax from continuing operations attributable to owners of the parent
Loss net of tax from discontinued operations attributable to owners of the parent
Profit attributable to owners of the parent
100,545
(134)
100,411
Group
2011
Weighted average number of ordinary shares in issue excluding treasury shares
held by the Company
Effects of dilution from ESOS
Adjusted weighted average number of ordinary shares in issue and issuable
53,830
(589)
53,241
2010
312,018,598 310,926,477
811,853
1,064,529
313,083,127 311,738,330
Diluted earnings per share for:
Profit net of tax from continuing operations
Loss net of tax from discontinued operations
Profit net of tax
2011
Sen
2010
Sen
32.11
(0.04)
32.07
17.26
(0.19)
17.07
14. Dividends
Amount
2010
2011
RM'000
RM'000
First and final dividend of 5% less 25% taxation, on 312,723,232
ordinary shares, declared on 11 November 2010 and paid on
29 November 2010
Special dividend of 3% (consisting of 2% less 25% taxation and
1% single tier), on 312,723,232 ordinary shares, declared on
11 November 2010 and paid on 29 November 2010
First and final dividend of 5% less 25% taxation,
on 311,507,732 ordinary shares, declared on
23 November 2009 and paid on 10 December 2009
Net dividend per
ordinary share
2011
2010
Sen
Sen
11,727
-
3.75
-
7,818
-
2.50
-
-
11,681
-
3.75
At the forthcoming Annual General Meeting, a first and final dividend, in respect of the financial year ended 30 June 2011, of 5%
Single Tier and a special dividend of 3% Single Tier on 312,888,632 ordinary shares, amounting to a dividend payable of RM25,031,091
(8.00 sen net per ordinary share) will be proposed for shareholders' approval. The financial statements for the current year do not
reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of
retained earnings in the financial year ending 30 June 2012.
83
15. Property, plant and equipment
* Land and
buildings
RM'000
Plant and
machinery
RM'000
Office
equipment
RM'000
Furniture,
fittings,
renovation and
electrical
installation
RM'000
2,334
102,834
105,168
28,704
28,704
6,624
6,624
48,637
48,637
8,291
8,291
264
264
94,854
102,834
197,688
4,800
109,968
8
(2,130)
-
28,704
480
(6,152)
(24)
6,624
1,100
(69)
(152)
48,637
9,331
(207)
(1,833)
8,291
1,061
(1,003)
-
264
147
-
4,800
202,488
12,127
(9,561)
(2,009)
(3,053)
1,296
(189)
105,900
23,008
7,503
55,928
8,349
411
(3,053)
1,296
(189)
201,099
105,900
105,900
23,008
23,008
7,503
7,503
55,928
55,928
8,349
8,349
411
411
95,199
105,900
201,099
27,752
366
(6,107)
(20)
5,894
584
(69)
(150)
40,448
4,098
(190)
(1,716)
5,568
1,153
(957)
-
Capital
Motor work-invehicles progress
RM'000 RM'000
Total
RM'000
Group
At 30 June 2011
Cost or valuation
At 1 July 2010
At cost
At valuation
Effects of adopting
Amendments to FRS 117
As restated
Additions
Disposals
Write off
Reclassification to
asset held for sale
Revaluation
Exchange differences
At 30 June 2011
Representing:
At cost
At valuation
At 30 June 2011
Accumulated depreciation
and impairment
At 1 July 2010
Depreciation charge for the year
Disposals
Write off
Reclassification to
asset held for sale
Elimination of accumulated
depreciation on revaluation
At 30 June 2011
6,383
1,421
(812)
-
-
86,045
7,622
(8,135)
(1,886)
(335)
-
-
-
-
-
(335)
(6,618)
(39)
-
21,991
6,259
42,640
5,764
-
(6,618)
(39)
76,654
1,017
1,017
1,244
1,244
13,288
13,288
2,585
2,585
411
411
Net carrying amount
At cost
At valuation
At 30 June 2011
84
105,900
105,900
18,545
105,900
124,445
15. Property, plant and equipment (contd)
* Land and
buildings
RM'000
Plant and
machinery
RM'000
Office
equipment
RM'000
Furniture,
fittings,
renovation and
electrical
installation
RM'000
Capital
Motor work-invehicles progress
RM'000 RM'000
Total
RM'000
Group
At 30 June 2010
Cost or valuation
At 1 July 2009
At cost
At valuation
Additions
Disposals
Write off
Reclassification
At 30 June 2010
2,346
103,296
105,642
1
(134)
(341)
105,168
28,717
28,717
442
(308)
(147)
28,704
6,121
6,121
608
(56)
(49)
6,624
48,992
48,992
2,941
(1,641)
(2,558)
903
48,637
8,155
8,155
1,159
(856)
(167)
8,291
Representing:
At cost
At valuation
At 30 June 2010
2,334
102,834
105,168
28,704
28,704
6,624
6,624
48,637
48,637
8,291
8,291
27,615
401
(308)
(101)
145
27,752
5,468
512
(51)
(47)
12
5,894
39,239
4,952
(1,594)
(2,247)
98
40,448
5,226
1,154
(743)
(69)
5,568
730
730
8,189
8,189
2,723
2,723
283
94,614
- 103,296
283 197,910
884
6,035
(2,995)
(2,921)
(903)
(341)
264 197,688
264
264
94,854
102,834
197,688
and impairment
At 1 July 2009
Disposals
Write off
Impairment loss
At 30 June 2010
4,633
1,259
(75)
566
6,383
-
82,181
8,278
(2,696)
(2,464)
(75)
821
86,045
Net carrying amount
At cost
At valuation
At 30 June 2010
2,180
96,605
98,785
952
952
264
264
15,038
96,605
111,643
85
* Land and buildings
Freehold
land
RM'000
Leasehold
land
RM000
Buildings
RM'000
Total
RM'000
22,614
22,614
-
2,334
80,220
82,554
2,334
102,834
105,168
Group
At 30 June 2011
Cost or valuation
At 1 July 2010
At cost
At valuation
Effects of adopting
Amendments to FRS 117
As restated
Additions
Reclassification to
asset held for sale
Revaluation
Disposal
At 30 June 2011
Representing:
At cost
At valuation
At 30 June 2011
22,614
(77)
4,800
4,800
-
82,554
8
(112)
4,800
109,968
8
(189)
(1,425)
12,400
(836)
32,676
200
5,000
(1,628)
(11,304)
(1,294)
68,224
(3,053)
1,296
(2,130)
105,900
32,676
32,676
5,000
5,000
68,224
68,224
105,900
105,900
-
195
-
6,383
1,226
(39)
(812)
(335)
6,383
1,421
(39)
(812)
(335)
-
(195)
-
(6,423)
-
(6,618)
-
and impairment
At 1 July 2010
Disposal
Reclassification to asset held for sale
Elimination of accumulated
depreciation on revaluation
At 30 June 2011
Net carrying amount
At cost
At valuation
At 30 June 2011
86
32,676
32,676
5,000
5,000
68,224
68,224
105,900
105,900
* Land and buildings (contd)
Group
Freehold
land
RM'000
Buildings
RM'000
Total
RM'000
At 30 June 2010
Cost or valuation
At 1 July 2009
At cost
At valuation
Additions
Disposal
At 30 June 2010
22,883
22,883
(135)
(134)
22,614
2,346
80,413
82,759
1
(206)
82,554
2,346
103,296
105,642
1
(341)
(134)
105,168
Representing:
At cost
At valuation
At 30 June 2010
22,614
22,614
2,334
80,220
82,554
2,334
102,834
105,168
Accumulated depreciation and impairment
At 1 July 2009
Impairment loss
At 30 June 2010
-
4,633
1,259
(75)
566
6,383
4,633
1,259
(75)
566
6,383
Net carrying amount
At cost
At valuation
At 30 June 2010
22,614
22,614
2,180
73,991
76,171
2,180
96,605
98,785
87
Furniture,
fittings,
renovation
Capital
and
work-inOffice
electrical
Plant and
progress Buildings machinery equipment installation
RM'000
RM'000
RM'000
RM'000
RM'000
Freehold
land
RM'000
Long term
leasehold
land
RM000
1,150
1,150
-
264
264
3,327
7,147
10,474
332
332
1,214
1,214
1,150
1,400
2,550
4,800
4,800
200
5,000
264
148
412
10,474
3
2,146
12,623
332
332
2,550
2,550
5,000
5,000
412
412
12,623
12,623
-
-
-
-
195
-
-
-
(195)
-
-
Motor
vehicles
RM'000
Total
RM'000
4,715
4,715
3,211
3,211
13,063
8,297
21,360
1,214
76
(59)
(1)
1,230
4,715
54
(126)
(23)
4,620
3,211
173
(79)
3,305
4,800
26,160
454
(264)
(24)
3,746
30,072
332
332
1,230
1,230
4,620
4,620
3,305
3,305
9,899
20,173
30,072
1,046
321
1,107
3,018
2,201
7,693
277
-
9
-
Company
At 30 June 2011
Cost or valuation
At 1 July 2010
At cost
At valuation
Effects of adopting
Amendments to
FRS 117
As restated
Additions
Disposals
Write off
Revaluation
At 30 June 2011
Representing:
At cost
At valuation
At 30 June 2011
Accumulated
depreciation
At 1 July 2010
Depreciation
charge for
the year
(Note 8)
Disposals
Write off
Elimination of
accumulated
depreciation on
revaluation
At 30 June 2011
Net carrying amount
At cost
At valuation
At 30 June 2011
88
2,550
2,550
5,000
5,000
412
412
(1,323)
12,623
12,623
50
(59)
(1)
218
(126)
(6)
445
(79)
-
330
1,097
3,104
2,567
2
2
133
133
1,516
1,516
738
738
1,194
(264)
(7)
(1,518)
7,098
2,801
20,173
22,974
Furniture,
fittings,
renovation
and
electrical
Office
Plant and
Buildings machinery equipment installation
RM'000
RM'000
RM'000
RM'000
Freehold
land
RM'000
Capital
work-inprogress
RM'000
Additions
Disposals
At 30 June 2010
1,150
1,150
1,150
264
264
3,326
7,147
10,473
1
10,474
332
332
332
1,148
1,148
67
(1)
1,214
4,681
4,681
35
(1)
4,715
3,236
3,236
532
(557)
3,211
12,723
8,297
21,020
899
(559)
21,360
Representing:
At cost
At valuation
At 30 June 2010
1,150
1,150
264
264
3,327
7,147
10,474
332
332
1,214
1,214
4,715
4,715
3,211
3,211
13,063
8,297
21,360
-
-
664
313
1,065
2,794
2,214
7,050
-
-
296
86
1,046
8
321
43
(1)
1,107
225
(1)
3,018
479
(492)
2,201
1,051
(494)
86
7,693
1,150
1,150
264
264
3,206
6,222
9,428
11
11
107
107
1,697
1,697
1,010
1,010
Motor
vehicles
RM'000
Total
RM'000
Company
At 30 June 2010
Cost or valuation
At 1 July 2009
At cost
At valuation
At 1 July 2009
Depreciation charge
for the year (Note 8)
Disposals
Impairment loss
At 30 June 2010
Net carrying amount
At cost
At valuation
At 30 June 2010
6,295
7,372
13,667
89
(a) The land and buildings have been revalued at the reporting date based on valuations performed by an accredited independent
professional valuer using the open market value basis.
Details of independent professional valuations of the properties of the Group at 30 June 2011 are as follows:
Year of valuation
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
Description of property
Amount Basis of valuation
RM'000
Leasehold land at Rifle Range, Penang
Industrial buildings at Rifle Range, Penang
Industrial freehold land and buildings at Balik Pulau, Penang
Freehold condominiums at Scotland Road, Penang
Industrial building at Parit Buntar, Perak
Industrial buildings at Parit Buntar, Perak
Industrial buildings at Kuala Kangsar, Perak
Industrial freehold land and buildings at Province Wellesley Central, Penang
Freehold land and service apartments at Kuala Lumpur
Freehold condominium at Jalan Mayang, Kuala Lumpur
5,000
6,000
3,300
1,060
1,213
3,787
4,050
1,120
78,000
3,600
Open market value
Open market value
Open market value
Open market value
Open market value
Open market value
Open market value
Open market value
Open market value
Open Market value
Had the revalued properties been carried at historical cost less accumulated depreciation and impairment losses, the net book value
of each class of the properties that would have been included in the financial statements of the Group and of the Company as at
30 June 2011 would be as follows:
2011
RM'000
Freehold land
Leasehold land
Buildings
3,739
2,105
90,563
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
4,170
94,166
103
2,105
5,924
103
6,128
(b) The net carrying amount of property, plant and equipment pledged as securities for borrowings as discussed in Note 31 are as
follows:
2011
RM'000
Freehold land
Buildings
90
29,000
49,000
78,000
Group
2010
RM'000
18,000
60,927
78,927
16. Land held for property development and property development costs
(a) Land held for property development
Freehold
land
RM'000
Development
expenditure
RM'000
Total
RM'000
Group
At 30 June 2011
Cost
At 1 July 2010
Additions
Transfer from investment property (Note 17)
Transfer to property development costs (Note 16(b))
At 30 June 2011
Accumulated impairment losses
At 1 July 2010/30 June 2011
Carrying amount at 30 June 2011
11,188
786
(2,648)
9,326
73,690
24,531
4,300
(42,833)
59,688
-
3,195
3,195
50,362
6,131
56,493
50,264
10,986
1,252
62,502
12,130
310
(1,252)
11,188
62,394
11,296
73,690
-
3,195
3,195
62,502
7,993
70,495
62,502
23,745
4,300
(40,185)
50,362
At 30 June 2010
Cost
At 1 July 2009
Additions
Reclassification
At 30 June 2010
Accumulated impairment losses
At 1 July 2009/30 June 2010
Carrying amount at 30 June 2010
91
16. Land held for property development and property development costs (contd)
(b) Property development costs
Freehold
land
RM'000
Leasehold
land
RM'000
Development
expenditure
RM'000
Total
RM'000
Group
At 30 June 2011
Cumulative property development costs
At 1 July 2010
Costs incurred during the year
Transfer from investment property (Note 17)
Transfer from land held for property development (Note 16(a))
Reversal of completed projects
At 30 June 2011
328,975
77,965
40,185
(14,156)
432,969
57,674
67
57,741
187,365
156,843
90
2,648
(45,395)
301,551
574,014
234,875
90
42,833
(59,551)
792,261
Cumulative costs recognised in profit or loss
At 1 July 2010
Recognised during the year (Note 5)
Transfer to inventories
Transfer to deferred income (Note 32)
At 30 June 2011
(51,496)
(18,017)
(1,935)
(1,196)
14,156
(58,488)
-
(70,377)
(93,878)
(4,074)
(9,296)
45,395
(132,230)
(121,873)
(111,895)
(6,009)
(10,492)
59,551
(190,718)
Property development costs at 30 June 2011
374,481
57,741
169,321
601,543
Cumulative property development costs
At 1 July 2009
Costs incurred during the year
Reclassification
At 30 June 2010
334,827
2,501
8,697
(17,050)
328,975
8,782
57,674
(8,782)
57,674
141,522
89,160
85
(43,402)
187,365
485,131
149,335
(60,452)
574,014
Cumulative costs recognised in profit or loss
At 1 July 2009
Recognised during the year (Note 5)
Transfer to inventories
Transfer to deferred income (Note 32)
At 30 June 2010
(40,423)
(27,229)
(614)
(280)
17,050
(51,496)
(33,851)
(74,494)
(3,168)
(2,266)
43,402
(70,377)
(74,274)
(101,723)
(3,782)
(2,546)
60,452
(121,873)
Property development costs at 30 June 2010
277,479
116,988
452,141
At 30 June 2010
92
57,674
16. Land held for property development and property development costs (contd)
(b) Property development costs (contd)
Included in property development costs incurred during the financial year are:
Interest expenses (Note 7)
Employee benefits expense (Note 9)
2011
RM'000
2010
RM'000
3,351
3,538
1,210
3,495
The net carrying amount of property development costs pledged as securities for borrowings as discussed in Note 31 is
RM250,241,342 (2009: RM93,599,693).
17. Investment properties
Group
2011
2010
RM'000
RM'000
At 1 July
Additions
Fair value gain
Transfer to land held for property development (Note 16(a))
Transfer to property development costs (Note 16(b))
At 30 June
127,340
(4,300)
(90)
122,950
126,680
90
570
127,340
Valuation of investment properties
Investment properties are stated at fair value, which has been determined based on valuations at the reporting date. Valuations are
performed by accredited independent valuer based on the open market value basis.
Properties pledged as security
Investment properties with an aggregate carrying value of RM121,000,000 (2010: RM121,000,000) are pledged as securities for
borrowings as disclosed in Note 31.
93
18. Prepaid land lease payments
2011
RM'000
At 1 July, as previously stated
Effects of adopting Amendments to FRS117
At 1 July, as restated
Amortisation for the year (Note 8)
Additions
Impairment
At 30 June
Analysed as:
Short term leasehold land
Long term leasehold land
Amount to be amortised:
- Not later than one year
- Later than one year but not later than five years
- Later than five years
Group
2010
RM'000
Company
2010
2011
RM'000
RM'000
2,955
2,955
(175)
2,106
4,886
7,501
(4,886)
2,615
(82)
2,533
5,979
5,979
(266)
2,106
(318)
7,501
2,533
2,533
2,615
4,886
7,501
-
4,886
4,886
82
245
2,206
2,533
277
831
6,393
7,501
-
195
586
4,105
4,886
4,886
(4,886)
-
19. Investments in subsidiaries
Company
2011
2010
RM'000
RM'000
Unquoted shares at cost
Less: Accumulated impairment losses
37,978
(7,880)
30,098
35,478
(7,880)
27,598
Details of the subsidiaries are as follows:
Country of
incorporation
Equity interest
held (%)
2011
2010
DNP Garment Manufacturing Sdn. Bhd.
Malaysia
100
100
Manufacture of textile garments
Sri Rampaian Sdn. Bhd.
Malaysia
100
100
Sedimas Sendirian Berhad
Malaysia
100
100
DNP Garments Lanka (Private) Limited * , #
Sri Lanka
100
100
Ceased operation
Name of subsidiaries
Held by the Company:
94
19. Investments in subsidiaries (contd)
Country of
incorporation
Equity interest
held (%)
2011
2010
Angel Wing (M) Sdn. Bhd.
Malaysia
100
100
Property development
D & P-Ejenawa Sdn. Bhd.^
Malaysia
-
100
Harta-Aman Sdn. Bhd.
Malaysia
100
100
Hartamaju Sdn. Bhd.~
Malaysia
100
100
Nikmat Jaya Sdn. Bhd.
Malaysia
100
100
Property development and investment
D & P Realty Sdn. Bhd.
Malaysia
100
100
Property investment
Wing Mei (M) Sdn. Bhd.
Malaysia
100
100
Property investment
Premium Strategy (M) Sdn. Bhd.
Malaysia
100
100
Investment holding
Jayamuria (M) Sdn. Bhd.
Malaysia
100
100
Investment holding
Wing Tai Pengurusan Sdn. Bhd.
Malaysia
100
-
Investment holding
Sedi-Intan Sdn. Bhd.
Malaysia
100
100
Trading in garments
DNP Enterprises Sdn. Bhd.
Malaysia
100
100
General merchant and trading
DNP Clothing Sdn. Bhd.
Malaysia
100
100
Retailing of garments
DNP Fashion Sdn. Bhd.
Malaysia
100
100
Nian Sheng Investments Limited
British Virgin Islands
100
100
Investment holding
Winswift Investment Pte. Ltd.*
Singapore
100
100
Investment holding
Dragon & Phoenix Serba
Pakaian Sdn. Bhd.
Malaysia
100
100
Tanako Sdn. Bhd.
Malaysia
100
100
Ceased operation
Sediperak Sdn. Bhd.
Malaysia
100
100
Ceased operation
DNP Commercial Laundry
Lanka (Private) Limited *, #
Sri Lanka
100
100
Ceased operation
Held through subsidiaries:
95
Country of
incorporation
Equity interest
held (%)
2011
2010
DNP Sportswear Lanka
(Private) Limited *, #
Sri Lanka
100
100
Ceased operation
Malaysia
100
100
Chanlai Sdn. Bhd.
Malaysia
100
100
D & P-Ejenawa Sdn. Bhd.^
Malaysia
100
-
DNP Hartajaya Sdn. Bhd.
Malaysia
100
100
DNP Land Sdn. Bhd.
Malaysia
100
100
Malaysia
100
100
Quality Frontier Sdn. Bhd.
Malaysia
100
100
DNP Jaya Sdn. Bhd.
Malaysia
100
100
Property investment
Seniharta Sdn. Bhd.
Malaysia
100
100
Property investment
Tanahnaga Sdn. Bhd.
Malaysia
100
100
Simtron Limited *
Hong Kong
100
100
Investment holding
Grand Eastern Realty &
Development Sdn. Bhd.
Malaysia
100
100
DNP Property Management Sdn. Bhd.
Malaysia
100
100
Project management
and maintenance of properties
Held through subsidiaries:
*
#
^
~
96
Audited by firms other than Ernst & Young
Classified as discontinued operations since July 2006
Previously held by the Company
Increased its issued and paid-up ordinary share capital by RM2,500,000 by way of issuance of 2,500,000 ordinary shares of
RM1 each
(a) Acquisition of a Subsidiary
On 15 May 2011, the Group acquired 100% equity interest in Wing Tai Pengurusan Sdn. Bhd. (WTP). Upon the acquisition,
WTP became a subsidiary of the Group. WTP, an unlisted company incorporated in Malaysia, is an investment holding
company.
The fair values of the assets acquired and liabilities assumed from the acquisition of WTPs equity interest were as follows:
Trade and other receivables
Income tax receivable
Trade and other payables
Net identifiable assets
Fair
value
RM000
Carrying
amount
RM000
15
5
10
30
29
1
15
5
10
30
29
1
Total cost of business combination
The effect of the acquisition on cash flow is as follows:
RM000
Purchase consideration settled in cash
Cash and cash equivalents of subsidiary acquired
Net cash inflow on acquisition
10
10
Goodwill arising on acquisition
Fair value of net identifiable assets
Negative goodwill on acquisition
Cost of business combination
1
(1)
-
(b) Impairment loss recognised
The management of the Company carried out review of the recoverable amount of its investments in subsidiaries at each reporting
date. There are no further impairment loss to be recognised in the current financial year. The recoverable amount was based on
the value in use and was determined at the cash generating unit ("CGU") which consists of the assets of all investment in
subsidiaries. In determining value in use for the CGU, the discount rate applied to cash flow projections is the Group's internal
rate of return.
97
20. Investments in associates
2011
RM'000
Currency translation differences
Share of post-acquisition reserves
39
(1)
(3)
35
Group
2010
RM'000
2011
RM'000
Company
2010
RM'000
956
18
3,848
4,822
-
917
917
Details of the associates are as follows:
Name of associates
Country of
incorporation
Held through Company:
Island International (S) Pte. Ltd.
Equity interest
held (%)
2011
2010
Singapore
-
30
Investment holding
British Virgin Islands
25
25
Investment in technology - related
companies
Held through subsidiary:
Cyber Cosmos Limited
The summarised financial information of the associates, not adjusted for the proportion of ownership interest held by the Group, are
as follows:
Assets and liabilities
Current assets
Non-current assets
Total assets
Current liabilities
Results
Revenue
Profit for the year
98
2011
RM'000
2010
RM'000
1,943
1,943
18,039
18,039
(1,804)
(1,942)
2
183
20. Investments in associates (contd)
(a) Liquidation of an investee company
During the year, Island International (S) Pte. Ltd. went into liquidation.
The liquidation had the following effects on the financial position of the Group and the Company as at the end of the year:
Company
RM'000
Group
RM'000
Cost of investment
917
1,545
2,323
4,785
(4,673)
(1)
(2,323)
(2,212)
Less: Set off against amount due to Island International (S) Pte. Ltd.
Cash received from distribution of capital
Foreign currency translation transferred to profit or loss upon liquidation (Note 28)
Gain on liquidation of an associated company
917
917
(4,673)
(1)
(3,757)
21. Investments in jointly controlled entities
2011
RM'000
27,581
(14,840)
12,741
(3,650)
9,091
Less: Accumulated impairment losses
Group
2010
RM'000
19,121
(15,471)
3,650
(3,650)
-
2011
RM'000
Company
2010
RM'000
125
125
125
125
125
125
Details of the jointly controlled entities are as follows:
Name of jointly controlled entities
Country of
incorporation
Equity interest
held (%)
2011
2010
Held through Company:
PT Windas Development *
Indonesia
25
25
Kualiti Gold Sdn. Bhd.
Malaysia
50
50
Property investment
Uniqlo (Malaysia) Sdn. Bhd.^
Malaysia
45
-
99
21. Investments in jointly controlled entities (contd)
*
Wing Tai Land Pte. Ltd., a subsidiary of the ultimate holding company of the Company, Wing Tai Holdings Limited, has a
45% (2010: 45%) interest in PT Windas Development.
The economic downturn and political events in Indonesia have adversely impacted the operations of the jointly controlled entity
and its management has decided to temporarily suspend the construction project until such time it is economically feasible to
continue the project.
^
On 24 September 2010, DNP Clothing Sdn. Bhd., a wholly-owned subsidiary of the Company, has subscribed for 8,460,000
shares of RM1.00 each in Uniqlo (Malaysia) Sdn. Bhd., amounting to RM8,460,000, making it a 45% owned jointly controlled
entity.
The Group's aggregate share of the current assets, non-current assets, current liabilities, non-current liabilities, income and expenses
of the jointly controlled entities are as follows:
2011
RM'000
2010
RM'000
Assets and liabilities
Current assets
Non-current assets
Total assets
8,372
31,402
39,774
280
18,605
18,885
Current liabilities
Non-current liabilities
Total liabilities
(13,257)
(17,426)
(30,683)
(5,338)
(13,547)
(18,885)
Results
Revenue
Profit/(Loss) for the year
17,275
412
(101)
2010
RM'000
2011
RM'000
Company
2010
RM'000
12,915
15,026
930
842
(25,159)
1,997
(10,247)
(2,111)
12,915
33
1,295
2,258
88
930
(14,289)
4,042
(10,247)
(18,664)
31,579
12,915
2,258
2,258
930
930
22. Deferred tax
2011
RM'000
At 1 July
Recognised in profit or loss (Note 11):
- continuing operations
Recognised in other comprehensive income (Note 11)
At 30 June
Group
Presented after appropriate offsetting as follows:
Deferred tax assets
Deferred tax liabilities
100
22. Deferred tax (contd)
The components and movements of deferred tax assets and liabilities during the year prior to offsetting are as follows:
Deferred tax assets of the Group:
Provision for
liabilities and
foreseeable
losses
RM'000
Retirement
benefit
obligations
RM'000
Payables
RM'000
Unused tax
losses and
unabsorbed
capital
allowances
RM'000
Unutilised
tax
credits
RM'000
Total
RM'000
At 1 July 2010
Recognised in profit or loss
At 30 June 2011
(860)
(225)
(1,085)
(46)
(46)
(2,853)
(1,449)
(4,302)
(7,139)
5,280
(1,859)
(14,797)
(14,797)
(25,695)
3,606
(22,089)
At 1 July 2009
At 30 June 2010
(860)
(860)
(46)
(46)
(1,329)
(1,524)
(2,853)
(7,815)
676
(7,139)
(14,797)
(14,797)
(23,987)
(1,708)
(25,695)
Deferred tax liabilities of the Group:
Accelerated Revaluation
capital of land and
allowances
buildings
RM'000
RM'000
Total
RM'000
Balance at 1 July 2010
Recognised in other comprehensive income
Balance at 30 June 2011
3,734
1,310
5,044
34,876
(30,075)
1,997
6,798
38,610
(28,765)
1,997
11,842
Balance at 1 July 2009
Balance at 30 June 2010
3,775
(41)
3,734
35,238
(362)
34,876
39,013
(403)
38,610
Deferred tax assets of the Company:
Unused tax losses
and unabsorbed
capital allowances
RM'000
Payables
RM'000
Total
RM'000
At 1 July 2010
At 30 June 2011
(568)
20
(548)
(206)
7
(199)
(774)
27
(747)
At 1 July 2009
At 30 June 2010
(703)
135
(568)
(117)
(89)
(206)
(820)
46
(774)
101
22. Deferred tax (contd)
Deferred tax liabilities of the Company:
Accelerated Revaluation
capital of land and
allowances
buildings
RM'000
RM'000
Total
RM'000
At 1 July 2010
Recognised in other comprehensive income
At 30 June 2011
812
41
853
892
(35)
1,295
2,152
1,704
6
1,295
3,005
At 1 July 2009
At 30 June 2010
717
95
812
945
(53)
892
1,662
42
1,704
Deferred tax assets have not been recognised in respect of the following items:
Group
2011
2010
RM'000
RM'000
Unused tax losses
Unabsorbed capital allowances
Other deductible temporary differences
32,286
2,275
56,731
91,292
33,657
546
57,659
91,862
The availability of the unused tax losses, unabsorbed capital allowances and other deductible temporary differences for offsetting against
future taxable profits of the respective subsidiaries are subject to no substantial change in shareholdings under the Income Tax Act,
1967 and guidelines issued by the tax authority.
No deferred tax assets were recognised in respect of the above as it is not probable that future taxable profit will be available against
which these items can be utilised.
23. Trade and other receivables
2011
RM'000
Group
2010
RM'000
Company
2010
2011
RM'000
RM'000
Current
Trade receivables
Third parties
Subsidiaries
Companies connected to directors
Retention sums receivables
Less: Allowance for impairment
Trade receivables, net
102
13,662
1,327
2,530
17,519
(780)
16,739
21,877
1,395
4,650
27,922
(803)
27,119
4,728
4,728
4,728
4,205
4,205
4,205
23. Trade and other receivables (contd)
2011
RM'000
Other receivables
Amount due from related parties:
Subsidiaries
- interest bearing
- interest free
Related companies
Associate
A jointly controlled entity
Group
9
2010
RM'000
113
118
451
27,957
28,535
6,332
730
35,597
(451)
35,146
51,885
153
481
15,144
15,891
5,092
3,083
24,066
(481)
23,585
50,704
Other receivables, net
25,780
2,527
28,307
(17,134)
11,173
27,269
2,697
29,966
(18,285)
11,681
Total trade and other receivables (current and non-current)
Add: Cash and bank balances (Note 26)
Total loans and receivables
63,058
79,837
142,895
62,385
67,704
130,089
Deposits
Sundry receivables
Other receivables, net
Company
2011
2010
RM'000
RM'000
9
141,007
439,407
3
29,431
609,857
129
64
610,050
(45,337)
564,713
569,441
105
19,545
577,471
3
15,780
612,904
97
61
613,062
(45,109)
567,953
572,158
Non-current
Other receivables
Amount due from a jointly controlled entity (unsecured):
- interest bearing
- interest free
-
-
569,441
11,909
581,350
572,158
27,425
599,583
(a) Trade receivables
Trade receivables are non-interest bearing and are generally on 30 to 90 day (2010: 30 to 90 day) terms. They are recognised at
their original invoice amounts which represent their fair values on initial recognition.
103
(a) Trade receivables (contd)
Ageing analysis of trade receivables
The ageing analysis of the Groups and the Companys trade receivables is as follows:
2011
RM000
Not past due
Past due:
1 to 90 days
91 to 180 days
More than 180 days
Impaired
Group
2010
RM000
Company
2011
2010
RM000
RM000
8,402
16,029
4,728
4,205
5,738
1,458
1,921
9,117
(780)
16,739
8,596
378
2,919
11,893
(803)
27,119
4,728
4,205
Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.
None of the Groups and the Companys trade receivables that are neither past due nor impaired have been renegotiated during
the financial year.
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM8,337,000 (2010: RM11,090,000) that are past due at the reporting date but
not impaired.
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying
amounts in the statement of financial position. The Management has taken reasonable steps to ensure that receivables that are
past due but not impaired are measured at their realisable values. A significant portion of these receivables are regular customers
that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables and
any receivables having significant balances past due more than certain number of days, which are deemed to have higher credit
risk, are monitored individually.
None of the Groups trade receivables that are past due but not impaired have been renegotiated during the financial year.
104
(b) Amount due from companies connected to directors (current)
The companies connected to directors refer to Wing Tai Corporation Ltd., Outrade Industries Ltd. and Wing Tai Enterprise
Ltd., which are connected to Mr. Cheng Wai Keung and Mr. Edmund Cheng Wai Wing, directors of the Company. These
companies are incorporated in Hong Kong.
The amounts due from companies connected to directors are unsecured, interest free and receivable in accordance with normal
terms of trade.
The normal trade credit terms range from 30 to 90 days (2010: 30 to 90 days). Other credit terms are assessed and approved on
a case-by-case basis.
(c) Amount due from related parties (current)
The related companies refer to Wing Tai Holdings Limited's subsidiaries, i.e. Wing Tai Retail Pte. Ltd., Wing Tai Investment
& Development Pte. Ltd. and Wing Tai Clothing Pte. Ltd., all of which are incorporated in Singapore.
The amount due from the Group's associated company, Cyber Cosmos Limited ("Cyber Cosmos"), is advanced via a wholly
owned subsidiary, namely Simtron Limited.
The advance to Cyber Cosmos was given for the purpose of participating in a USD20 million Investment Technology Fund, to
invest in companies that utilises the internet to conduct their business.
The funds are to be contributed by the shareholders of Cyber Cosmos based on their equity interest, of which the Group's portion
amounts to USD5 million. The remaining balance yet to be advanced to Cyber Cosmos has been disclosed as commitment in
Note 35.
The jointly controlled entity refers to Kualiti Gold Sdn. Bhd. ("Kualiti Gold"), a company incorporated in Malaysia.
The amount due from Kualiti Gold relates to the 27,880,000 units of 5% cummulative redeemable preference shares of RM1
each issued by Kualiti Gold to the Company.
The amounts due from related parties are unsecured, interest free, receivable on demand and to be settled in cash except for certain
amounts due from subsidiaries which bear interest rates of 4.00% (2010: 4.00%) per annum.
(d) Amount due from a jointly controlled entity (non-current)
The amount due from the Group's jointly controlled entity, PT Windas Development ("PT Windas"), is advanced via a wholly
owned subsidiary, namely Winswift Investment Pte. Ltd. (Winswift).
The economic downturn and political events in Indonesia have adversely impacted PT Windas' operations and its management
has decided to temporarily suspend the construction project until such time it is economically feasible to continue the project.
The shareholders of PT Windas have undertaken to provide continuing financial support to the development project.
The ultimate recovery of amount due from the jointly controlled entity is therefore dependent on the recovery of the Indonesian
economy. In view of the uncertainties on the recoverability of the amount due from the jointly controlled entity, management
has made a total allowance for impairment of RM17,134,000 (2010: RM18,285,000) as at 30 June 2011. The allowance for
impairment has been recognised in profit or loss.
105
(d) Amount due from a jointly controlled entity (non-current) (contd)
The amount due from the jointly controlled entity is receivable in August 2012. At the request of PT Windas, Winswift had
agreed to suspend the interest payment on the outstanding interest bearing portion with effect from 10 September 2008. The
interest payment will be reinstated with effect from 19 August 2011.
Receivables that are impaired
The Groups trade and other receivables that are impaired at the reporting date and the movement of the allowance accounts
used to record the impairment are as follows:
Individually impaired
Group
Company
2010
2011
2010
2011
RM000
RM000
RM000
RM000
Trade and other receivablesnominal amounts
29,538
(18,365)
11,173
31,250
(19,569)
11,681
179,879
(45,337)
134,542
102,651
(45,109)
57,542
Movement in allowance accounts:
2011
RM000
At 1 July
Acquisition of subsidiary
Allowance made
Write back of allowance
At 30 June
Group
19,569
(2,070)
902
(36)
18,365
2010
RM000
20,806
(1,349)
157
(45)
19,569
Company
2010
2011
RM000
RM000
45,109
228
45,337
41,930
3,179
45,109
Trade and other receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant
financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.
The amount due from 2 (2010: 2) individual receivables constitute approximately 84% (2010: 76%) of the total other receivables
(current and non-current) as at 30 June 2011.
Further details on related party transactions are disclosed in Note 38.
Other information on financial risks of trade and other receivables are disclosed in Note 40.
106
24. Inventories
2011
RM'000
Cost
Finished goods
Properties held for sale - residential and commercial units
Properties held for sale - shop-offices and light industrial buildings
Raw materials
Work-in-progress
Net realisable value
Finished goods
Properties held for sale - residential and commercial units
Trading inventories
Group
2010
RM'000
897
18,105
332
414
168
19,916
1,299
21,421
904
1,141
910
25,675
5
21,667
11,412
33,084
53,000
5
21,667
6,650
28,322
53,997
25. Other current assets
2011
RM'000
Prepaid operating expenses
Accrued billings in respect of property development costs
Group
2010
RM'000
2,267
41,720
43,987
1,407
13,330
14,737
Company
2011
2010
RM'000
RM'000
93
93
326
326
26. Cash and cash equivalents
2011
RM'000
Cash on hand and at banks
Deposits with licensed banks
Group
48,223
31,614
79,837
2010
RM'000
7,130
60,574
67,704
Company
2011
2010
RM'000
RM'000
155
11,754
11,909
208
27,217
27,425
Included in cash at banks of the Group is RM44,750,009 (2010: RM32,512,452) held pursuant to Section 7A of the Housing
Developers (Control and Licensing) Act, 1966 and therefore restricted from use in other operations.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of
between 2 days to 12 months depending on the immediate cash requirements of the Group and the Company, and earn interests at
the respective short-term deposit rates. The weighted average effective interest rates as at 30 June 2011 for the Group and the Company
were 3.01% (2010: 2.48%) and 1.23% (2010: 1.32%) respectively.
Other information on financial risks of cash and cash equivalents are disclosed in Note 40.
107
27. Share capital, share premium and treasury shares
Number of ordinary
shares of RM1 each
Share capital
(issued and
fully paid)
'000
At 1 July 2009
Ordinary shares issued pursuant to ESOS
Transfer from share option reserve,
arising from exercise of ESOS (Note 28)
Purchase of treasury shares
At 30 June 2010
Ordinary shares issued pursuant to ESOS
Transfer from share option reserve,
arising from exercise of ESOS (Note 28)
Purchase of treasury shares
At 30 June 2011
Treasury
shares
'000
Share capital
(issued and
fully paid)
RM'000
Amount
Total share
capital and
Share
share
premium
premium
RM'000
RM'000
Treasury
shares
RM'000
321,067
1,152
(10,492)
-
321,067
1,152
116,809
-
437,876
1,152
(16,159)
-
322,219
2,629
(1,458)
(11,950)
-
322,219
2,629
239
117,048
199
239
439,267
2,828
(1,974)
(18,133)
-
324,848
(10)
(11,960)
324,848
621
117,868
621
442,716
(19)
(18,152)
Number of ordinary
shares of RM1 each
2011
2010
'000
'000
Amount
2011
2010
RM'000
RM'000
Authorised
At 1 July 2010/2009 and 30 June 2011/2010
400,000
400,000
400,000
400,000
(a) Share capital
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry
one vote per share without restrictions and rank equally with regard to the Company's residual assets.
The Company has an employee share option plan under which options to subscribe for the Companys ordinary shares have been
granted to employees of the Group.
(b) Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the acquisition
costs of treasury shares net of the proceeds received on their subsequent sale or issuance.
The shareholders of the Company, by an ordinary resolution passed in the Annual General Meeting held on 11 November 2010,
renewed their approval for the Company's plan to repurchase its own shares. The directors of the Company are committed to
enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests
of the Company and its shareholders.
108
27. Share capital, share premium and treasury shares (contd)
(b) Treasury shares (contd)
During the current year, the Company repurchased its issued shares from the open market as follows:
Month
December 2010
Number of
shares
Highest
price
RM
Lowest
price
RM
Average
price
RM
Value of
shares
RM'000
10,000
1.86
1.86
1.86
19
As at 30 June 2011, the cumulative total number of shares repurchased was 11,959,500 (2010: 11,949,500).
The repurchase transactions were financed by internally generated funds. The shares repurchased are being held as treasury shares
and carried at cost in accordance with the requirement of Section 67A of the Companies Act, 1965.
Of the total 324,848,132 (2010: 322,219,432) issued and fully paid ordinary shares as at 30 June 2011, 11,959,500 (2010:
11,949,500) are held as treasury shares by the Company. As at 30 June 2011, the number of outstanding ordinary shares in issue
and fully paid is therefore 312,888,632 (2010: 310,269,932) of RM1 each.
28. Other reserves
Note
Revaluation
reserve
RM'000
Foreign
exchange
reserve
RM'000
Option
reserve
RM'000
Total
RM'000
10,595
12,292
653
23,540
-
1,689
-
1,689
(2,119)
-
-
(2,119)
(2,119)
8,476
13,981
Group
At 1 July 2009
Transactions with owners:
Realisation of reserves
Transfer to share premium,
arising from exercise of ESOS
At 30 June 2010
27
9
(239)
66
(173)
480
(239)
66
(2,292)
22,937
109
28. Other reserves (contd)
Note
Group
At 1 July 2010
Foreign currency translation transferred to
profit or loss upon liquidation of an associated company
Revaluation of land and building
Impairment loss offset against revaluation reserve
Income tax relating to components of
other comprehensive income
Realisation of reserves
Revaluation
reserve
RM'000
Foreign
exchange
reserve
RM'000
Option
reserve
RM'000
Total
RM'000
8,476
13,981
480
22,937
-
381
-
381
20(a)
8,073
(299)
(2,323)
-
-
(2,323)
8,073
(299)
11
(1,997)
5,777
(1,942)
-
(1,997)
3,835
-
(275)
27
9
At 30 June 2011
(275)
-
(275)
13,978
12,039
(621)
847
226
706
(621)
847
(49)
26,723
Revaluation
reserve
RM'000
Option
reserve
RM'000
Total
RM'000
3,720
653
4,373
At 30 June 2010
3,720
(239)
66
(173)
480
(239)
66
(173)
4,200
At 1 July 2010
3,720
480
4,200
5,264
-
5,264
(1,295)
3,969
-
(1,295)
3,969
Note
Company
At 1 July 2009
9
Revaluation of land and building
Income tax relating to components of
other comprehensive income
11
9
At 30 June 2011
110
7,689
(621)
847
226
706
(621)
847
226
8,395
28. Other reserves (contd)
(a) Revaluation reserve
The revaluation reserve represents increases in the fair value of freehold land and buildings, net of tax, and decreases to the extent
that such decreases relate to an increase on the same asset previously recognised in other comprehensive income.
(b) Foreign exchange reserve
The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements
of foreign operations whose functional currencies are different from that of the Groups presentation currency.
(c) Option reserve
Option reserve represents the equity-settled share options granted to employees (Note 30(b)). The reserve is made up of the
cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equitysettled share options, and is reduced by the expiry or exercise of the share options.
29. Retained earnings
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance
Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or
distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders ("single tier system").
However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends
to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the 108 balance and
opt to pay dividends under the single tier system. The change in the tax legislation also provides for the 108 balance to be lockedin as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.
The Company has elected for the irrevocable option to disregard the 108 balance as at 30 June 2011. Hence, the Company will be
able distribute dividends out of its entire retained earnings as at 30 June 2011 under the single tier system.
As at 30 June 2011, the Company has tax exempt profits available for distribution of approximately RM48,620,747 (2010: RM48,380,747),
subject to the agreement of the Inland Revenue Board.
30. Employee benefits
(a) Retirement benefit obligations
Certain subsidiaries based in Malaysia operate an unfunded, defined benefit Retirement Benefit Scheme for its eligible employees.
Under the Scheme, eligible employees are entitled to retirement benefits varying between 4% to 6% (2010: 4% to 6%) of total
basic salary on attainment of the retirement age.
111
30. Employee benefits (contd)
(a) Retirement benefit obligations (contd)
The amounts recognised in the statement of financial position are determined as follows:
2011
RM'000
Present value of unfunded defined benefit obligations
Unrecognised actuarial losses
Net liability
Group
2010
RM'000
-
35
35
-
5
-
15
15
30
35
Analysed as:
Current
Non-current:
Later than 1 year but not later than 2 years
Later than 5 years
The amounts recognised in profit or loss are as follows:
2011
RM'000
Current service cost
Interest cost
Gain on curtailment
Total, included in employee benefits expense (Note 9)
Group
2010
RM'000
(25)
(25)
3
(1)
2
Movements in the net liability during the year were as follows:
2011
RM'000
At 1 July
Recognised in profit or loss (Note 9)
Contributions paid
At 30 June
Group
2010
RM'000
35
(25)
(10)
-
33
2
35
Principal actuarial assumptions used:
2011
%
Discount rate
Expected rate of salary increases
112
-
Group
2010
%
5.25
3.00
(b) Employees' share options scheme ("ESOS")
The Company Employees' Share Options Scheme (ESOS) is governed by the bye-laws approved by the shareholders at an
Extraordinary General Meeting held on 11 May 2005. The ESOS was implemented on 16 May 2005 and is to be in force for a
period of 10 years from the date of implementation.
The salient features of the ESOS are as follows:
i.
The ESOS shall be in force for a period of ten years from the effective date of the ESOS.
ii. The Directors (including Non-Executive directors) and employees who as at the date of offer are confirmed with at least one
year of continuous service in Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad) and its subsidiaries
(the Group) are eligible to participate in the scheme.
iii. The price at which the grantee is entitled to subscribe for the ESOS shall be at a discount of not more than ten percent of
the weighted average market price of the shares for the five market days immediately preceding the Date of Offer of the
option. Notwithstanding this, the exercise price per share shall in no event be less than its par value.
iv. The total number of shares which may be made available under the ESOS shall not exceed fifteen percent of the issued and
paid-up share capital of the Company at any point in time during the existence of the ESOS.
v. The ESOS will allow granting of Options to all eligible directors and employees by giving them the rights to subscribe for
new shares of RM1.00 each, subject to the terms and conditions of the bye-laws of the ESOS.
vi. Not more than fifty percent (or such percentage as allowable by the relevant authorities) of the shares available under the
ESOS shall be allocated in aggregate, to the Directors and senior management of the Group.
vii. Not more than ten percent (or such percentage as allowable by the relevant authorities) of the shares available under the ESOS
shall be allocated to any Eligible Person who, either singly or collectively through persons connected with the Eligible Person
(as defined in the Listing Requirements), holds twenty percent or more of the issued and paid-up share capital of the Company.
The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options
during the financial year:
Outstanding
at 1 July 2010
'000
Option B
Option C
Option D
Option E
Option F
WAEP
Number of share options
Movement during the year
Terminated/
forfeited/
Granted Exercised
expired
'000
'000
'000
2,000
56
895
1,250
1,771
5,972
-
(1,000)
(26)
(609)
(650)
(344)
(2,629)
1.10
-
1.08
(74)
(74)
1.20
Outstanding
at 30 June 2011
'000
Option price
per share
RM
Date of
expiry
1,000
30
286
600
1,353
3,269
1.00
1.00
1.00
1.20
1.20
15.5.2015
15.5.2015
15.5.2015
15.5.2015
15.5.2015
1.12
113
(b) Employees' share options scheme ("ESOS") (contd)
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of
employees who have been granted options to subscribe for less than 100,000 ordinary shares of RM1.00 each. The list of employees
(excluding directors) of the Company and its subsidiaries granted options to subscribe for 100,000 or more ordinary shares of
RM1.00 each during the financial year is as follows:
Name
Lee Kong Beng
Lee Cheng Toh
Chew Siew Tin
Loh Lay Eong
Grant Date
Exercise Price
Granted
19.05.2010
19.05.2010
19.05.2010
19.05.2010
1.20
1.20
1.20
1.20
150,000
108,000
105,000
105,000
Number of Share Options
Balance as at
Exercised
30.06.2011
Date of expiry
(150,000)
(31,500)
-
108,000
73,500
105,000
15.5.2015
15.5.2015
15.5.2015
15.5.2015
i. Details of share options outstanding at the end of the year
2011
Option B
Option C
Option D
Option E
Option F
2010
Option B
Option C
Option D
Option E
Option F
WAEP
RM
Exercise period
1.00
1.00
1.00
1.20
1.20
15.12.2005 15.5.2015
15.12.2005 15.5.2015
14.2.2007 15.5.2015
10.6.2010 15.5.2015
10.6.2010 15.5.2015
1.00
1.00
1.00
1.20
1.20
15.12.2005 15.5.2015
15.12.2005 15.5.2015
14.2.2007 15.5.2015
10.6.2010 15.5.2015
10.6.2010 15.5.2015
ii. Share options exercised during the year
As disclosed in Note 27, options exercised during the year resulted in the issuance of 2,628,700 (2010: 1,152,600) ordinary
shares at an average price of RM1.08 (2010: RM1.00) each. The related weighted average share price at the date of exercise
was RM1.86 (2010: RM1.56).
114
(b) Employees' share options scheme ("ESOS") (contd)
iii. Fair value of share options granted during the year
The fair value of share options granted during the year was estimated using a binomial model, taking into account the terms
and conditions upon which the options were granted. The fair value of share options measured at grant date and the
assumptions are as follows:
Grant date
Weighted average fair value of share options granted during the year (RM)
Share price (RM)
Exercise price (RM)
Expected volatility (%)
Option life (years)
Risk free rate (%)
Expected dividend yield (%)
30.6.2011
Option E
19.5.2010
0.50
1.25
1.20
51.2
4.93
3.52
3.00
30.6.2011
Option F
19.5.2010
0.45
1.25
1.20
51.2
3.83
3.52
3.00
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome. No other features of the option grant were incorporated into the measurement of fair value.
31. Borrowings
2011
RM'000
Group
2010
RM'000
Current
Secured:
Bank loans
- RM loan COF + 1.50%
Unsecured:
Revolving credits
3,000
4,200
43,628
50,828
3,000
3,750
6,750
16,900
67,728
18,000
24,750
115
31. Borrowings (contd)
2011
RM'000
Non-current
Secured:
Bank loans
Revolving credits
Bank loans (secured)
Total loans and borrowings
Group
2010
RM'000
28,653
24,250
10,289
50,000
40,000
153,192
31,653
47,093
78,746
16,900
204,020
220,920
18,000
85,496
103,496
The remaining maturities of the loans and borrowings as at 30 June 2011 are as follows:
2011
RM'000
On demand or within one year
More than 1 year and less than 2 years
More than 2 years and less than 5 years
5 years or more
67,728
27,389
105,825
19,978
220,920
Group
2010
RM'000
24,750
46,636
15,082
17,028
103,496
COF denotes Costs of Fund
Revolving credit
The banking and other credit facilities for certain subsidiaries amounting to RM16,900,000 (2010: RM18,000,000) were obtained
from financial institutions on the undertaking that the subsidiaries will not pledge or execute any charges on its assets.
RM loan COF+1.50%
The facility is repayable by quarterly instalments on a step-up basis. It is secured by the Groups certain land and buildings (Note
15(b)) and corporate guarantee granted by the Company.
RM loan COF+1.25%
The facility is repayable by twenty eight quarterly instalments commencing on the fourth month of the date of the first drawdown.
It is secured by the Groups certain investment properties (Note 17) and the corporate guarantee granted by the Company.
RM loan COF+0.75%
The facility is repayable by sixteen quarterly instalments commencing twelve months after the date of the first drawdown. It is secured
by the Groups certain land under property development (Note 16(b)) and the corporate guarantee granted by the Company.
116
31. Borrowings (contd)
RM loan COF+1.00%
The facility is repayable by a bullet repayment at the end of the tenure which is sixty months from the date of the first drawdown. It
is secured by certain land under property development (Note 16(b)) and the corporate guarantee granted by the Company.
RM loan COF+1.25%
The facility is repayable by twelve quarterly installments commencing from the date of the first drawdown. It is secured by certain
land under property development (Note 16(b)) and the corporate guarantee granted by the Company.
Other information on financial risks of borrowings is disclosed in Note 40.
32. Deferred income
2011
RM'000
At 1 July
Reversal of unrealised sales to jointly controlled entity
Transfer from property development costs (Note 16(b))
At 30 June
Non-current
Group
2010
RM'000
3,889
16,933
(10,492)
10,330
1,983
4,452
(2,546)
3,889
10,330
3,889
On 14 May 2009, Starpuri Development Sdn. Bhd. (Starpuri), a wholly owned subsidiary of the Company, entered into agreement
for the sale of 115 units condominium to Kualiti Gold Sdn. Bhd. (Kualiti Gold), a jointly controlled entity of the Company, for a
cash consideration of RM139.75 million.
The deferred income recognised during the year relates to the unrealised profits on progress billings billed to Kualiti Gold by Starpuri
during the year.
117
33. Trade and other payables
2011
RM'000
Group
2010
RM'000
Company
2011
2010
RM'000
RM'000
Current
Trade payables
Third parties
Companies connected to directors
Other payables
Amount due to related parties:
Subsidiaries
Associate
Related companies
Sundry payables
Accruals for payroll related expenses
Tenancy deposits received from customers
Accruals
Total trade and other payables
Add: Loans and borrowings (Note 31)
Total financial liabilities carried at amortised cost
34,245
805
35,050
58,162
887
59,049
-
-
1
1,649
1,650
5,243
6,444
2,023
40,734
56,094
1
4,560
2,021
6,582
7,490
3,640
2,264
9,576
29,552
106,819
598
107,417
9
1,358
304
109,088
122,335
4,560
590
127,485
31
647
503
128,666
91,144
220,920
312,064
88,601
103,496
192,097
109,088
109,088
128,666
128,666
(a) Trade payables
Included in trade payables is retention sum amounting to RM16,196,000 (2010: RM6,638,000).
Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 120 days (2010:
30 to 120 days).
The companies connected to directors refer to Wing Tai Corporation Ltd. and Outrade Industrial Ltd., which are companies
connected to Mr. Cheng Wai Keung and Mr. Edmund Cheng Wai Wing, directors of the Company. These companies are
incorporated in Hong Kong.
The amounts due to companies connected to directors are unsecured, interest free and repayable in accordance with normal terms
of trade.
(b) Amount due to related companies
The related companies refer to Wing Tai Holdings Limited's subsidiaries, i.e. Wing Tai Retail Pte. Ltd., Wing Tai Retail
Management Pte. Ltd., Wing Tai Clothing Pte. Ltd., Wing Tai Property Management Pte. Ltd., Wing Tai Land Pte. Ltd. and
Wing Tai Investment & Development Pte. Ltd., which are incorporated in Singapore.
The amounts due to the related companies are unsecured, interest free, repayable on demand and to be settled in cash.
Further details on related party transactions are disclosed in Note 38.
118
34. Other current liabilities
2011
RM'000
Progress billing in respect of property development costs
Group
8,713
2010
RM'000
7,468
35. Commitments
a) Capital commitments
Capital expenditure as at the reporting date is as follows:
2011
RM'000
Group
2010
RM'000
Company
2011
2010
RM'000
RM'000
Capital expenditure
Approved and contracted for:
Participation in Investment Technology Fund *
Cost of investment in Kualiti Gold Sdn. Bhd. ^
14,647
75,995
90,642
15,631
88,725
104,356
75,995
75,995
88,725
88,725
*
The Group has on 21 June 2002 obtained the necessary approval to participate in an Investment Technology Fund via Cyber
Cosmos Limited, an associate, amounting to USD5 million. The amount yet to be advanced to Cyber Cosmos Limited as at
30 June 2011 of USD4,830,000 (2010: USD4,830,000) is as disclosed above.
^
On 23 April 2008, the Company entered into a Joint Venture and shareholders Agreement for the acquisition by Kualiti Gold
Sdn. Bhd., the joint venture company of 115 condominium units and an option to acquire up to 115 additional car parking
bays from Starpuri Development Sdn. Bhd., a wholly owned subsidiary of the Company, to operate the condominium as serviced
apartments and to carry on activities ancillary thereto. The Companys share of the cost of investment in the joint venture is
estimated to be up to RM104 million and the cash to be injected by the Company will be via subscription for or providing
loan capital including redeemable preference shares or other means of funding.
b) Operating lease commitments as lessee
In addition to the prepaid land lease payments disclosed in Note 18, the Group has entered into non-cancellable operating lease
agreements for the use of buildings. These leases have an average tenure of between two to three years with renewal or purchase
option included in the contracts. Certain contracts include escalation clauses or contingent rental arrangements computed based
on sales achieved while others include fixed rentals for an average of three years. There are no restrictions placed upon the Company
by entering into these leases.
Minimum lease payments, including amortisation of prepaid land lease payments recognised in profit or loss for the financial year
ended 30 June 2011 amounted to RM23,223,000 (2010: RM19,138,000).
119
35. Commitments (contd)
b) Operating lease commitments as lessee (contd)
Future minimum rentals payable under non-cancellable operating leases (excluding prepaid land lease payments) at the reporting
date are as follows:
2011
RM000
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
20,109
31,485
51,594
Group
2010
RM000
16,017
36,446
52,463
Company
2010
2011
RM000
RM000
-
-
36. Corporate guarantees
At the reporting date, the Company's exposure to credit risk is represented by a nominal amount of RM223,000,000 (2010:
RM113,000,000) relating to corporate guarantees provided to the Company to banks on subsidiaries' bank loans.
37. Material litigation
Save as disclosed below, to the best of the knowledge of the Group, neither the Company nor its subsidiaries are engaged in any material
litigation, claims or arbitration either as plaintiff or defendant and the Directors have no knowledge of any proceeding pending or
threatened against the Company and/or its subsidiaries or of any fact likely to give rise to any proceeding which might materially affect
the position or business of the Company and/or its subsidiaries.
Shah Alam High Court Civil Suit No: 22-76-2003
Ooi Tse Lye (Plaintiff) -vs- Angel Wing (M) Sdn. Bhd. (Defendant) -vs- Lee Ching Kion (Third Party) -vs- Edmund Cheng Wai
Wing (Fourth Party)
The Plaintiff has on 30 January 2003 filed a claim of RM3.5 million as fees and disbursement for services allegedly rendered in
connection with the proposed Mixed Development undertaken by the Defendant in the District of Gombak, Selangor.
Pursuant to a Mediation conducted by the Court, all parties involved in the case agreed to a negotiated settlement and entered into a
Consent Judgement dated 14 June 2011, whereby on a without admission of liability basis, the Defendant paid the Plaintiff the sum
of RM400,000 as full and final settlement of all claims in the matter.
120
38. Related party disclosures
(a) The Group and the Company had the following transactions with related parties during the financial year:
2011
RM'000
2010
RM'000
859
131
1,689
19
270
1,030
143
1,972
19
-
(iv)
-
82
(viii)
(vi)
3
29,033
12,961
3
13,975
8,226
(v)
2,636
5,625
(vii)
(viii)
(ix)
(ix)
15,515
(16,602)
12,730
12,400
64
6,250
6,140
(471)
18,447
(10,150)
7,150
11,640
64
5,947
1,515
-
Group
Related companies:*
(i),(x)
(ii),(x)
(iii),(x)
(x)
(iv)
Management fees
License fees and central marketing contribution
Administration charges
Rental income
Purchases
Connected companies:**
Purchase of raw materials
Jointly controlled entities:
Management fees
Progress billings from sale of development properties
Advances to jointly controlled entities
Director and persons connected to the director:
Sales of development properties
Company
Advances from subsidiaries, net
Repayments of advances from subsidiaries, net
Advances to jointly controlled entity
Dividend income from subsidiaries
Rental income charged to subsidiaries
Management fees charged to subsidiaries
Interest expense charged to subsidiaries
Interest expense charged by subsidiaries
* Related companies are companies within Wing Tai Holdings Limited group.
** Connected companies are companies connected to directors of the Company.
121
38. Related party disclosures (contd)
(i)
Management fees charged by Lanson Place Hospitality Management (Malaysia) Limited, a company controlled by Wing
Tai Properties Limited, an associate of Wing Tai Holdings Limited.
(ii)
License fees and central marketing contribution charged by Lanson Place Hospitality Management (Malaysia) Limited and
Lanson Place Hotels and Apartments (Bermuda) Ltd., companies controlled by Wing Tai Properties Limited, an associate
of Wing Tai Holdings Limited.
(iii) Administration charges charged by Wing Tai Property Management Pte. Ltd. and Wing Tai Retail Pte. Ltd.
(iv) The purchases of products, purchases of raw materials and sale of products were made at prevailing market price at the time
of transaction.
(v)
The sale of properties by the property development companies in the Group open to all members of the public at all times
and may in the ordinary course of business sell to any directors or any persons connected to them who may wish to purchase
the properties which have been launched for sales by the property development companies.
(vi) Progress billings from the sale of 115 units condominium by Starpuri Development Sdn. Bhd., a wholly owned subsidiary
of the Company to Kualiti Gold Sdn. Bhd., a jointly controlled entity.
(vii) Rental arose from premises occupied by the subsidiaries.
(viii) Management fees charged are based on the complexity of the services and time incurred.
(ix) Interest is charged on the amount due from/to subsidiaries.
(x)
The directors are of the opinion that the transactions above have been entered into in the normal course of business and
have been established on terms and conditions that are not materially different from those obtainable in transactions with
other parties.
Information regarding outstanding balances from related party transactions as at 30 June 2011 are disclosed in Notes 23 and 33.
(b) Compensation of key management personnel
The remuneration of directors and other members of key management during the year was as follows:
2011
RM'000
Short term employee benefits
Post-employment benefits:
Defined contribution plan
122
Group
2010
RM'000
Company
2011
2010
RM'000
RM'000
5,132
4,258
2,359
2,082
513
5,645
423
4,681
180
2,539
144
2,226
38. Related party disclosures (contd)
(b) Compensation of key management personnel (contd)
Included in the total key management personnel are:
2011
RM'000
Directors' remuneration (Note 10)
Group
2010
RM'000
5,303
4,681
Company
2011
2010
RM'000
RM'000
2,539
2,226
Executive directors of the Group and the Company and other members of key management have been granted the following
number of options under the Employee Share Options Scheme ("ESOS"):
2011
RM'000
At 1 July
Granted
Exercised
At 30 June
Group
4,114
(2,021)
2,093
2010
RM'000
2,597
1,764
(247)
4,114
Company
2010
2011
RM'000
RM'000
3,156
(1,556)
1,600
2,056
1,100
3,156
The share options were granted on the same terms and conditions as those offered to other employees of the Group as disclosed
in Note 30(b).
39. Fair value of financial instruments
Determination of fair value
Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value
Note
Trade and other receivables (non-current)
Trade and other receivables (current)
Borrowings (current)
Borrowings (non-current)
Trade and other payables (current)
23
23
31
31
33
The carrying amounts of these financial assets and liabilities are reasonable approximations of fair values, either due to their shortterm nature or that they are floating rate instruments that are re-priced to market interest rates on or near the reporting date.
The carrying amounts of the non-current portion of borrowings and other receivables are reasonable approximations of fair values
due to the insignificant impact of discounting.
123
40. Financial risk management objectives and policies
The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The
key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by Chief
Finanical Officer and Head of Treasury. The audit committee provides independent oversight to the effectiveness of the risk management
process.
It is, and has been throughout the current and previous financial year, the Groups policy that no derivatives shall be undertaken except
for the use as hedging instruments where appropriate and cost-efficient. The Group and the Company do not apply hedge accounting.
The following sections provide details regarding the Groups and Companys exposure to the above-mentioned financial risks and the
objectives, policies and processes for the management of these risks.
(a) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations.
The Groups and the Companys exposure to credit risk arises primarily from trade and other receivables. For other financial assets
(including cash and bank balances), the Group and the Company minimise credit risk by dealing exclusively with high credit rating
counterparties.
The Group has no significant concentration of credit risk with any single entity. The Group has policies in place to ensure that
sales of products and services are made only to customers with acceptable credit standing. The Group trades only with recognised
and creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit
verification procedures. In addition, receivable balances are monitored on an ongoing basis via the Group's management reporting
procedures. Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral.
Exposure to credit risk
At the reporting date, the Groups and the Companys exposure to credit risk is represented by the carrying amount of each class
of financial assets recognised in the statements of financial position.
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the industry sector profile of its trade receivables on an ongoing
basis. The credit risk concentration profile of the Groups and the Companys trade receivables at the reporting date are as follows:
Group
2011
RM'000
% of total
Garment manufacturing
Retail
Property investment
Others
11,202
2,398
2,036
1,103
16,739
67
14
12
7
100
Company
2011
RM'000
% of total
4,728
4,728
100
100
At reporting date, approximately 63% of the Groups trade receivables and other receivables were due from related companies
while almost all of the Companys receivables were balances with related parties.
124
40. Financial risk management objectives and policies (contd)
(a) Credit risk (contd)
Financial assets that are neither past due nor impaired
Information regarding trade receivables that are neither past due nor impaired is disclosed in Note 23. Deposits with banks and
other financial institutions that are neither past due nor impaired are placed with or entered into with reputable financial institutions
or companies with high credit ratings and have no history of default.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 23.
(b) Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage
of funds. The Groups and the Companys exposure to liquidity risk arises primarily from mismatches of the maturities of financial
assets and liabilities. The Groups and the Companys objective is to maintain a balance between continuity of funding and flexibility
through the use of credit facilities. The Group manages its debt maturity profile, operating cash flows and the availability of
funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall liquidity management,
the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition,
the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As far as possible, the
Group raises committed funding from financial institutions and balances its portfolio with some short term funding so as to
achieve overall cost effectiveness.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Groups and the Companys liabilities at the reporting date based on
contractual undiscounted repayment obligations.
Group
Note
Within
1 year
RM000
1 to 5
years
RM000
Over 5
years
RM000
Total
RM000
67,728
7,589
91,144
166,461
133,214
18,129
151,343
19,978
1,154
21,132
220,920
26,872
91,144
338,936
30 June 2011
Financial liabilities:
Non-derivative
Borrowings
Interest payable on borrowings
Trade payables and other payables
Total undiscounted financial liabilities
31
33
125
(b) Liquidity risk (contd)
Company
Note
Within
1 year
RM000
1 to 5
years
RM000
Over 5
years
RM000
Total
RM000
109,088
109,088
-
-
109,088
109,088
30 June 2011
Financial liabilities:
Non-derivative
Trade payables and other payables
Total undiscounted financial liabilities
33
Financial guarantees
At the reporting date, the counterparty to the financial guarantees does not have a right to demand cash as the default has not
occurred. Accordingly, financial guarantees under the scope of FRS139 are not included in the above maturity profile analysis.
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Groups and the Companys financial instrument will
fluctuate because of changes in market interest rates.
The Group's exposure to interest rate risk arises primarily from their interest-bearing borrowings as at 30 June 2011. The investment
in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in
fixed deposits. The Group places its cash deposits with reputable banks and financial institutions with a good mix of maturity
periods to obtain the most favourable interest rates and ensure funds are available when required.
The Group seeks to obtain the most favourable interest rates available without increasing its foreign currency exposure.
Sensitivity analysis for interest rate risk
At the reporting date, if interest rates had been 50 basis points lower/higher, with all other variables held constant, the Groups
profit net of tax would have been RM574,000 higher/lower, arising as a result of lower/higher interest expense on floating rate
borrowings.
(d) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates.
As at reporting date, approximately:
(i) 20% (2010: 23%) of the Groups trade and other receivables are denominated in foreign currencies, mainly in United States
Dollar (USD), Singapore Dollar (SGD), Australian Dollar (AUD), British Pound (GBP) and Hong Kong Dollar
(HKD).
(ii) 4% (2010: 10%) of the Groups trade and other payables and 0.5% (2010: 4%) of the Companys trade and other payables are
denominated in foreign currencies, mainly in USD, SGD, AUD, GBP and HKD.
126
(d) Foreign currency risk (contd)
(iii) 0.1% (2010: 0.2%) of the Groups cash and bank deposits are denominated in foreign currency, mainly in USD.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations, including
Singapore, Hong Kong, Sri Lanka, British Virgin Islands and Indonesia.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Groups profit net of tax to a reasonably possible change in the USD,
SGD, GBP and HKD exchange rates against RM, with all other variables held constant.
Increase/(Decrease)
Profit net of tax
Group
Company
2011
2011
RM000
RM000
SGD against RM
- strengthened by 5%
- weakened by 5%
(71)
71
USD against RM
- weakened by 5%
680
(680)
-
GBP against RM
- weakened by 5%
(58)
58
-
HKD against RM
- weakened by 5%
(62)
62
-
(29)
29
41. Capital management
The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating and healthy capital ratios
in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new
shares. No changes were made in the objectives, policies or processes during the years ended 30 June 2011 and 30 June 2010.
The Group and the subsidiaries are not subject to any externally imposed capital requirements.
127
41. Capital management (contd)
The Group monitors capital using net gearing ratio, which is net debt divided by equity attributable to the owners of the parent. The
Group's policy is to keep the Group net gearing ratio at a level deemed appropriate considering business, economic and investment
conditions.
Note
Equity attributable to the owners of the parent
Borrowings
Less: Cash and bank balances
Net debt
31
26
Gearing ratio
2011
RM'000
Group
2010
RM'000
884,750
756,455
220,920
(79,837)
141,083
103,496
(67,704)
35,792
16%
5%
42. Significant events
The significant events that took place during the financial year are as follows:
(a) On 24 September 2010, DNP Clothing Sdn. Bhd., a wholly owned subsidiary of the Company, has subscribed for 8,460,000
shares of RM1.00 each in Uniqlo (Malaysia) Sdn. Bhd. amounting to RM8.46 million, making it a 45% owned jointly controlled
entity.
(b) On 12 January 2011, D&P Ejenawa Sdn. Bhd., a wholly owned subsidiary of Nikmat Jaya Sdn. Bhd. (which in turn is a wholly
owned subsidiary of the Company), has entered into a Sale and Purchase Agreement with Her Majesty The Queen in Right of
Canada for the acquisition of all that parcel of freehold land identified as Lot 326 held under Title No. GRN 66452, Section 89A,
Town and District of Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur measuring approximately 8,645 square metres for a
total cash consideration of RM75,000,000.
43. Subsequent event
(a) On 28 July 2011, the Company had subscribed for an additional 4,500,000 units of 5% cumulative redeemable preference shares
in Kualiti Gold Sdn. Bhd., a jointly controlled entity of the Company, for a cash consideration of RM4.5 million.
(b) On 5 August 2011, DNP Land Sdn. Bhd., a wholly owned subsidiary of Nikmat Jaya Sdn. Bhd. (which in turn is a wholly owned
subsidiary of the Company), has entered into a conditional Sale and Purchase Agreement with Aeon Co. (M) Bhd for the disposal
of 2 pieces of freehold land under GRN 83570, Lot No. 1379 and GRN 3282, Lot 14344 of Mukim 15, Daerah Seberang Perai
Tengah with a total land area of approximately 19.179 acres for a total cash consideration of RM50,126,234.
(c) On 19 August 2011, Quality Frontier Sdn. Bhd., a wholly owned subsidiary of Nikmat Jaya Sdn. Bhd. (which in turn is a wholly
owned subsidiary of the Company), completed its acquisition of the freehold land held under Lot Nos 1838 1843 and Lot 2206,
Mukim 16, Daerah Seberang Perai Tengah, Pulau Pinang, measuring approximately 36.14 acres for a cash consideration of
RM13.8 million.
(d) On 7 October 2011, the Company announced its proposal to establish a Restricted Share Plan.
128
44. Segment information
For management purposes, the Group is organised into business units based on their products and services, and has four reportable
operating segments as follows:
-
The manufacturing segment is involved in manufacturing of textile garments.
The retail segment is involved in retailing of garments.
The property development segment is in the business of developing residential and commercial properties.
The property investment segment is involved in the investment in commercial and hotel properties, project management and
maintenance of properties.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation
and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained
in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group financing
(including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Unallocated
items comprise mainly corporate assets, liabilities and expenses.
Transfer prices between operating segments are on an arms length basis in a manner similar to transactions with third parties.
The Group's four operating segments are mainly located in Malaysia except for certain subsidiaries under manufacturing segment
operate in Sri Lanka.
In July 2006, the Group had discontinued its garment manufacturing operations in Sri Lanka. These operations are classified as
discontinued operations.
Business segments
The following table provides an analysis of the Groups revenue, results, assets, liabilities and other information by business segment:
Discontinued
Total
Property
Property
operations operations
Manufacturing Retail development investment Eliminations
Total
RM'000
RM'000
RM'000 RM'000
RM'000
RM'000
RM'000 RM'000
30 June 2011
Revenue and expenses
Revenue
Sales to external
customers
Inter-segment sales
Total revenue
Results
Segment results
Unallocated expenses
Finance costs
Share of profit of a
jointly controlled
entity
Profit/(Loss) before tax
Income tax expense
Profit/(Loss) net of tax
8,406 148,080
11
8,417 148,080
912
33,241
192,422
192,422
20,908
20,908
59,010
7,151
- 369,816
(11)
(11) 369,816
- 100,314
(1,201)
(2,844)
638
96,907
3,638
100,545
-
369,816
369,816
(132)
(2)
100,182
(1,201)
(2,846)
(134)
(134)
638
96,773
3,638
100,411
129
44. Segment information (contd)
Business segments (contd)
Property
Property
Manufacturing
Retail development investment
RM'000 RM'000
RM'000
RM'000
Total
RM'000
Discontinued
Total
RM'000
RM'000
30 June 2011
Assets
Segment assets
Investment in associates
Unallocated assets:
Other receivables
Tax assets
Corporate assets
Total assets
14,153
53,534
798,953
214,600 1,081,240
5,044
1,086,284
35
11,173
25,685
62,198
1,185,375
Liabilities
Segment liabilities
Unallocated liabilities:
Borrowings
Tax liabilities
Corporate liabilities
Total liabilities
1,496
16,816
83,329
5,221
106,862
920
107,782
220,920
9,518
2,405
340,625
30 June 2011
Other segment information
Capital expenditure
Unallocated capital expenditure
37
8,975
1,359
1,302
11,673
454
12,127
-
11,673
454
12,127
258
3,398
573
2,163
6,392
36
6,428
82
-
-
-
82
1,194
7,668
36
82
1,194
7,704
-
390
1,125
62
1,577
668
2,245
28
28
1,605
668
2,273
648
753
-
-
1,401
-
1,401
Reversal of impairment on
property, plant and equipment
299
-
-
-
299
-
299
Depreciation
Amortisation of prepaid land
lease payments
Unallocated depreciation
Interest income
Unallocated interest income
130
The following table provides an analysis of the Groups revenue, results, assets, liabilities and other information by business segment:
Property
Property
Discontinued
Total
Manufacturing Retail development investment Eliminations
Total
RM'000 RM'000
RM'000
RM'000
RM'000 RM'000
RM'000
RM'000
30 June 2010
Revenue and expenses
Revenue
Sales to external
customers
Inter-segment sales
Total revenue
Results
Segment results
Unallocated expenses
Finance costs
Share of profit of associates
Profit/(Loss) before tax
Income tax expense
Profit/(Loss) net of tax
16,315 123,682
41
16,356 123,682
190,421
190,421
23,834
23,834
(2,228) 24,739
46,466
11,500
- 354,252
(41)
(41) 354,252
-
80,477
(3,381)
(2,177)
55
74,974
(21,144)
53,830
(589)
(589)
(589)
354,252
354,252
79,888
(3,381)
(2,177)
55
74,385
(21,144)
53,241
131
Property
Property
Retail development investment
Manufacturing
RM'000 RM'000
RM'000
RM'000
Total
RM'000
Discontinued
Total
RM'000
RM'000
30 June 2010
Assets
Segment assets
Investment in associates
Unallocated assets:
Other receivables
Tax assets
Corporate assets
Total assets
15,190
17,169
641,864
214,118
888,341
4,535
892,876
4,822
11,681
23,936
63,386
996,701
Liabilities
Segment liabilities
Unallocated liabilities:
Borrowings
Tax liabilities
Corporate liabilities
Total liabilities
2,405
13,312
70,486
7,029
93,232
354
93,586
103,496
36,757
6,407
240,246
30 June 2010
Other segment information
Capital expenditure
Unallocated capital expenditure
Depreciation
Amortisation of prepaid land
lease payments
Unallocated depreciation
Unallocated amortisation of
Interest income
Unallocated interest income
Impairment on property,
plant and equipment
Unallocated impairment on
property, plant and equipment
132
-
2,452
1,262
1,422
5,136
3,005
8,141
-
5,136
3,005
8,141
494
4,362
427
1,896
7,179
48
7,227
92
-
-
-
92
1,051
-
92
1,051
174
8,496
48
174
8,544
-
20
1,594
4
1,618
135
1,753
-
1,618
135
1,753
1,097
399
-
141
1,637
-
1,637
1,053
-
-
-
1,053
-
1,053
86
1,139
-
86
1,139
Geographical information
The following table provides an analysis of the Group's revenue by geographical segment:
Revenue by geographical segments
2011
2010
RM'000
RM'000
Malaysia
United States of America
Others*
369,067
83
666
369,816
346,593
4,932
2,727
354,252
2011
2010
RM'000 RM'000
-
-
Total
2011
2010
RM'000
RM'000
369,067
83
666
369,816
346,593
4,932
2,727
354,252
The following is an analysis of the carrying amount of segment assets and capital expenditure analysed by geographical segments:
Segment assets
2011
2010
RM'000 RM'000
Malaysia
Sri Lanka
1,180,331
5,044
1,185,375
992,166
4,535
996,701
Capital expenditure
2011
2010
RM'000
RM'000
12,127
12,127
8,141
8,141
* Others mainly refer to certain countries in Europe, Canada and Australia.
There is no significant concentration of sales to a particular customer.
45. Authorisation of financial statements for issue
The financial statements for the year ended 30 June 2011 were authorised for issue in accordance with a resolution of the directors
on 10 October 2011.
133
46. Supplementary information breakdown of retained profits into realised and unrealised
The breakdown of the retained profits of the Group and of the Company as at 30 June 2011 into realised and unrealised profits is
presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
The retained earnings as at reporting date may be analysed as follows:
Group
2011
RM000
Total retained profits/(accumulated losses) of the Company and its subsidiaries
- Realised
- Unrealised
Total share of accumualated losses from associated companies
- Realised
- Unrealised
Total share of accumulated losses from jointly controlled entities
- Realised
- Unrealised
Add: Consolidated adjustments
134
230,081
195,750
Company
2011
RM000
(2,258)
127,486
(3)
-
-
(18,496)
(11,406)
-
(2,463)
393,463
125,228
Group Material Properties
as at 30 June 2011
No. Location
1
2
3
4
5
6
7
Hartamaju Sdn. Bhd.
Lot 248, Section 43
Town of Kuala Lumpur
DNP Jaya Sdn. Bhd.
Lot 263, Section 89A,
Lot 1315, Section 57,
Bandar Kuala Lumpur,
Daerah Kuala Lumpur,
Negeri Wilayah Persekutuan
Seniharta Sdn. Bhd.
Lot 262, Section 89A,
D&P Ejenawa Sdn. Bhd.
Lot 326 held under Title No
GRN 66452, Section 89A,
Town and District of Kuala Lumpur,
Wilayah Persekutuan Kuala Lumpur.
Title No. Pajakan Negeri 17395,
Lot 64681, Pekan Penaga, District of
Petaling and State of Selangor.
DNP Land Sdn. Bhd.
Lots 1130, 1133, 1255, 1165,
20811-20956 and
20957, Mukim 15, Daerah
Seberang Perai Tengah, Pulau Pinang.
(Jesselton Hills)
Age of
Buildings
Net Book
Value
RM'000
Date of
Revaluation/
Acquisition
Description
Tenure
Land Area
(sq.m)
Under development
Freehold
4,896.0
-
183,563
*30.06.2008
132 units
condominiums
Freehold
14,535.0
18
121,000
*30.06.2011
Under development
Freehold
9,764.0
-
111,695
13.01.2006
20 storey, 221 units
service apartments
Freehold
3,849.0
13
78,000
*30.06.2011
Land held for future
development
Freehold
8,645.0
-
77,700
12.01.2011
Under development
Leasehold
99 years
expiring
21.3.2093
38,155.0
-
61,299
23.11.2009
Under development
Freehold
453,539.6
-
40,201
28.10.1996
18.11.1996
06.12.1996
135
No. Location
8
DNP Land Sdn. Bhd.
PT Nos 1205, 1237, 1250, 1253,
1267, 1276, 1279-1281,
1295-1302, 1308, 1390-1391,
1495, 1502-1509, 1511,
1515, 1517, 1524, 1528-1540,
1543-1545, 1547-1552,
1554, 1559, 1563-1570, 1573,
1575, 1578-1640,
1125-1141, 1156-1157, 264,
Lot 266-267, 331, 399-400
and 1518, Mukim 14,
Daerah Seberang Perai Tengah
(BM Utama)
9
Chanlai Sdn. Bhd.
Lot 90 Section 89, held under
Geran Mukim no. 36258,
Bandar and District of
Kuala Lumpur.
10 DNP Hartajaya Sdn. Bhd.
PT Nos 30023-30031
1841-1842, 1844-1846,
1848-1854, 1856, 1858,
1867, 1869, 1873, 1876,
1880-1881, 1883, 1885,
1888, 1889-1912 and 1913,
Mukim 14, Daerah
Seberang Perai Tengah,
Pulau Pinang.
(Impiana Commercial Hub )
Age of
Buildings
Net Book
Value
RM'000
Date of
Revaluation/
Acquisition
Description
Tenure
Under development
Freehold
land
74,989.0
-
34,782
21.06.1997
08.04.2003
13.03.2009
Under development
Freehold
4,047.0
-
34,770
10.05.2007
Under development
Freehold
20,818.0
-
24,213
05.06.2007
* Date of Revaluation
136
Land Area
(sq.m)
Analysis of Shareholdings
As at 3 October 2011
Authorised share capital
Issued and paid-up capital
Class of share
Voting Rights
: RM400,000,000
: RM325,080,132^
: Ordinary Share of RM1.00 each
: Every member of the Company present in person or by proxy or represented by attorney shall on a show
of hand have one vote and upon a poll every such member shall have one vote for every share held by him.
^ inclusive of 11,969,500 treasury shares
Distribution of Shareholdings as at 3 October 2011
Range
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to 15,655,530
15,655,531* and above
No. of Holders
308
2,177
4,784
1,004
115
2
8,390
%
3.67
25.95
57.02
11.97
1.37
0.02
100.00
Total Holdings
9,717
2,036,256
20,272,844
28,899,273
72,873,628
189,018,914
313,110,632
%
0.00
0.65
6.48
9.23
23.27
60.37
100.00
* Denotes 5% of the issued shares (after deducting 11,969,500 ordinary shares bought back and held as treasury shares as at
3 October 2011).
Substantial Shareholders as at 3 October 2011
Direct
No. of Shares
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Wing Sun Development Private Limited
Cheng Wai Keung
Christopher Cheng Wai Chee
Edward Cheng Wai Sun
Wing Tai Asia Holdings Ltd
Deutsche Bank International Trust Co. (Jersey) Limited
Deutsche Bank International Trust Co. (Cayman) Limited
Wing Tai Investment & Development Pte. Ltd.
148,248,914
165,148
40,770,000
%
47.35
0.05
13.02
Indirect
No. of Shares
40,770,000
189,018,914
189,184,062
189,184,062
189,184,062
189,184,062
189,184,062
189,184,062
189,184,062
-
***
**
*
*
*
*
*
*
*
%
13.02
60.37
60.42
60.42
60.42
60.42
60.42
60.42
60.42
-
*
Deemed interested by virtue of their interests in shares in Wing Tai Holdings Limited, Wing Sun Development Private Limited
and Wing Tai Investment & Development Pte. Ltd.
** Deemed interested by virtue of their interests in shares in Wing Tai Holdings Limited and Wing Tai Investment & Development
Pte. Ltd.
*** Deemed interest by virtue that Wing Tai Investment & Development Pte. Ltd. is a wholly owned subsidiary of Wing Tai Holdings
Limited.
137
Directors Shareholdings as at 3 October 2011
Ultimate Holding Company
Name
1.
2.
Cheng Wai Keung
Direct
No. of Shares
-
%
-
Indirect
No. of Shares
326,831,564
310,601,664
%
41.86
39.78
The Company
Name
1.
2.
3.
Cheng Wai Keung
Direct
No. of Shares
-
%
Indirect
No. of Shares
-
189,184,062 *
189,184,062 *
5,094,100 **
%
60.42
60.42
1.63
*
Deemed interested by virtue of their interests in shares in Wing Tai Holdings Limited, Wing Sun Development Private Limited
and Wing Tai Investment & Development Pte. Ltd.
** Deemed interested by virtue of the shares held by his spouse, Datin Chan Yung Shui Ching.
Saved as disclosed, none of the other Directors in office have any interest in the shares and debentures of the Company and its related
corporations as at 3 October 2011.
138
30 Largest Shareholders as at 3 October 2011
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
OSK Nominees (Asing) Sdn Bhd
for Wing Tai Investment & Development Pte. Ltd.
Citigroup Nominees (Asing) Sdn Bhd
for UBS AG Hong Kong (Foreign)
Bobos Company Limited
Chan Yung Shui Ching
for Wallasey Ltd
DB (Malaysia) Nominee (Asing) Sdn Bhd
for Pangolin Asia Fund
HDM Nominees (Asing) Sdn Bhd
for Serendip Investments Limited
Yayasan Kelantan Darulnaim
for UOB Kay Hin (Hong Kong) Limited (Clients)
HSBC Nominees (Asing) Sdn Bhd
for Credit Suisse (SG BR-TST-Asing)
for The Gilpin Fund Limited
for Dimensional Emerging Markets Value Fund
for Kim Eng Securities Pte Ltd
for Pontirep Investment Pte Ltd
for Van Biema Asia Value Master Fund L.P.
Impac Sdn Bhd
for UBS AG Singapore (Foreign)
OSK Nominees (Tempatan) Sdn Berhad
for Sin Khuan Oi
UOBM Nominees (Asing) Sdn Bhd
for United Overseas Bank Limited (ACU)
Chow Chong
MIDF Amanah Investment Nominees (Asing) Sdn Bhd
for Connie Cheng Wai Ka
Public Nominees (Tempatan) Sdn Bhd
for Toh Heng Hwee @ Tho Pe Hwi (E-KTU)
Cartaban Nominees (Asing) Sdn Bhd
for Maitland Trading Limited
AIBB Nominees (Tempatan) Sdn Bhd
for Yeoh Poh Choo
for DFA Emerging Markets Small Cap Series
for Exquisite Holdings Limited
for John Hancock Funds II Emerging Markets Fund
Malaysian Assurance Alliance Berhad
for Infogate Holdings Limited
No. of Shares
%
148,248,914
47.35
40,770,000
13.02
7,437,200
5,948,000
4,976,100
2.38
1.90
1.59
4,738,000
1.51
3,260,000
1.04
3,000,000
2,975,583
0.96
0.95
2,501,500
0.80
2,086,000
0.67
2,000,000
0.64
1,861,100
0.59
1,787,300
0.57
1,300,000
0.42
1,100,000
1,025,828
0.35
0.33
938,300
0.30
900,000
0.29
823,400
800,000
0.26
0.26
787,000
0.25
733,700
0.23
641,400
0.20
565,000
0.18
544,400
0.17
542,000
0.17
529,900
500,000
0.17
0.16
482,200
0.15
243,802,825
77.86
Note: The analysis of shareholdings is based on the issued and paid-up capital of the Company after deducting 11,969,500 ordinary shares
bought back by the Company and held as treasury shares as at 3 October 2011.
139
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Forty-Fifth Annual General Meeting of the Company will be held at Boeing 2, Level 1, The
Pan Pacific Kuala Lumpur International Airport, Kuala Lumpur International Airport, Jalan CTA4B, 64000 KLIA, Sepang, Selangor
Darul Ehsan on Tuesday, 29 November 2011 at 2.00p.m. to transact the following business:
As Ordinary Business
1.
To receive the Audited Financial Statements for the financial year ended 30 June 2011 together with the Reports
of the Directors and the Auditors thereon.
(Resolution 1)
2.
To approve the declaration of a First and Final Dividend of 5 sen per share Single Tier and Special Dividend of
3 sen per share Single Tier for the financial year ended 30 June 2011.
(Resolution 2)
3.
To approve the payment of Directors fees for the financial year ended 30 June 2011.
(Resolution 3)
4.
To re-elect the following Directors who shall retire in accordance with Article 82 of the Companys Articles of
Association and being eligible, have offered themselves for re-election :(i) Mr Cheng Wai Keung
(ii) Mr Edmund Cheng Wai Wing
5.
To pass the following resolution pursuant to Section 129(6) of the Companies Act 1965:That pursuant to Section 129(6) of the Companies Act, 1965, Y. Bhg. Tan Sri Dato Mohamed Noordin bin
Hassan who is over the age of seventy (70) years, be and is hereby re-appointed as Director of the Company and
to hold office until the conclusion of the next Annual General Meeting.
6.
7.
That pursuant to Section 129(6) of the Companies Act, 1965, Y. Bhg. Dato Roger Chan Wan Chung who has
attained the age of seventy (70) years, be and is hereby re-appointed as Director of the Company and to hold office
until the conclusion of the next Annual General Meeting.
(Resolution 7)
To re-appoint Messrs Ernst & Young as Auditors of the Company until the conclusion of the next Annual General
Meeting and to authorise the Directors to fix their remuneration.
(Resolution 8)
Ordinary Resolution No. 1 - Proposed Renewal of Share Buy-Back Authority
THAT subject to the compliance with the Companies Act, 1965, the provisions of the Memorandum and Articles
of Associations, Bursa Malaysia Securities Berhad (Bursa Securities) and all other applicable laws, guidelines,
rules and regulations, approval be and is hereby given to the Company to utilise up to an amount not exceeding
RM125,227,634 and RM117,867,405 from the Retained Profits and Share Premium Account of the Company
respectively based on its audited financial statements for the financial year ended 30 June 2011, to purchase and/or
hold such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors of
the Company from time to time through Bursa Securities provided that the aggregate number of ordinary shares
that can be purchased pursuant to this Resolution does not exceed 32,508,013 ordinary shares of RM1.00 each
including the shares previously purchased and retained as Treasury Shares, representing 10% of the existing issued
and paid-up share capital of the Company;
140
(Resolution 6)
To pass the following resolution pursuant to Section 129(6) of the Companies Act 1965:-
As Special Business
To consider and, if thought fit, with or without any modification, to pass the following resolutions as Ordinary
Resolutions:8.
(Resolution 4)
(Resolution 5)
AND THAT such authority shall commence immediately upon the passing of this Ordinary Resolution and will
expire at the conclusion of the next Annual General Meeting of the Company following the passing of this Ordinary
Resolution or the expiry of the period within which the next Annual General Meeting is required by law to be
held (unless earlier revoked or varied by ordinary resolution in a general meeting of shareholders of the Company),
whichever occurs first, but so as not to prejudice the completion of purchase(s) made before such expiry date, in
any event in accordance with the provisions of the guidelines issued by Bursa Securities or any other relevant
authorities;
AND THAT authority be and is hereby given to the Directors of the Company to decide in their absolute discretion
to retain the ordinary shares in the Company so purchased by the Company as Treasury Shares and/or to cancel
them and/or to resell them;
AND THAT authority be and is hereby given to the Directors of the Company to take all such steps as are
necessary and to enter into any agreements, arrangements and guarantees with any party and parties to implement,
finalise and give full effect to the aforesaid with full powers to assent to any conditions, modifications, revaluations,
variations and/or amendments (if any) as may be imposed by the relevant authorities and to do all such acts and
things as the Directors may deem fit and expedient in the interest of the Company.
9.
(Resolution 9)
Ordinary Resolution No. 2 Proposed Renewal of Shareholders Mandate for Recurrent Related Party
Transactions of A Revenue or Trading Nature As Set Out in Clause 4.2(i) and (iii)
THAT pursuant to Paragraph 10.09 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements,
approval be and is hereby given for the Company and/or its subsidiaries to enter into and give effect to the recurrent
related party transactions of a revenue or trading nature as set out in Clause 4.2(i) and (iii) of the Circular to
Shareholders dated 3 November 2011, which are necessary for the day-to-day operations and undertaken in the
ordinary course of business and at arms length basis and on normal commercial terms which are not more favourable
to the related party than those generally available to the public and not prejudicial to the shareholders of the
Company AND THAT such approval, unless revoked or varied by the Company in general meeting, shall continue
in force until:(a) the conclusion of the next Annual General Meeting (AGM) of the Company;
(b) the expiration of the period within which the next AGM of the Company is required to be held by law; or
(c) revoked or varied in a general meeting;
whichever is earlier.
AND THAT the Directors of the Company and each of them be authorised to do all such acts and things
(including, without limitation, to execute all such documents) as they or he may consider necessary, expedient or
in the interests of the Company to give effect to this Resolution.
(Resolution 10)
10. Ordinary Resolution No. 3 Proposed Renewal of Shareholders Mandate for Recurrent Related Party
Transactions of A Revenue or Trading Nature As Set Out in Clause 4.2(iv)
THAT pursuant to Paragraph 10.09 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements,
approval be and is hereby given for the Company and/or its subsidiaries to enter into and give effect to the recurrent
related party transactions of a revenue or trading nature as set out in Clause 4.2(iv) of the Circular to Shareholders
dated 3 November 2011, which are necessary for the day-to-day operations and undertaken in the ordinary course
of business and at arms length basis and on normal commercial terms which are not more favourable to the related
party than those generally available to the public and not prejudicial to the shareholders of the Company AND
THAT such approval, unless revoked or varied by the Company in general meeting, shall continue in force until:(a) the conclusion of the next Annual General Meeting (AGM) of the Company;
141
(b) the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c) revoked or varied in a general meeting;
whichever is earlier.
AND THAT the Directors of the Company and each of them be authorised to do all such acts and things
(including, without limitation, to execute all such documents) as they or he may consider necessary, expedient or
in the interests of the Company to give effect to this Resolution.
(Resolution 11)
11. Ordinary Resolution No. 4 - Authority to issue Shares pursuant to Section 132D of the Companies Act, 1965
THAT subject always to Section 132D of the Companies Act, 1965, the Articles of Association of the Company
and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby authorised
pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the Company at any time to
such persons until the conclusion of the next Annual General Meeting and upon such terms and conditions and
for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number
of shares to be issued does not exceed 10 per centum of the issued and paid-up share capital of the Company for
the time being and the Directors be and are also empowered to obtain the approval for the listing of and quotation
for the additional shares so issued on Bursa Malaysia Securities Berhad; and that such authority shall commence
immediately upon the passing of this resolution and continue to be in force until the conclusion of the next Annual
General Meeting of the Company.
12. To transact any other ordinary business for which due notice shall have been given.
142
(Resolution 12)
Notice of Book Closure
NOTICE IS ALSO HEREBY GIVEN that the First and Final Dividend of 5 sen per share Single Tier and Special Dividend of 3 sen
per share Single Tier will be payable on 15 December 2011 to depositors who are registered in the Record of Depositors at the close of
business on 30 November 2011 if approved by members at the Forty-Fifth Annual General Meeting on 29 November 2011.
A Depositor shall qualify for entitlement only in respect of:(a) Shares transferred into the Depositors Securities Account before 5.00 p.m. on 30 November 2011 in respect of ordinary transfers; and
(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities
Berhad.
BY ORDER OF THE BOARD
Lee Kong Beng
Chua Siew Chuan
Company Secretaries
Penang
3 November 2011
Explanatory Note to Special Business :
The proposed adoption of Ordinary Resolution No. 1 under item 8 is to renew the authority granted by the shareholders of the Company
at the Forty-Fourth Annual General Meeting held on 11 November 2010. The proposed renewal will allow your Directors to exercise the
power of the Company to purchase of not more than 10% of the issued and paid-up share capital of the Company at any time within the
time period stipulated in the Bursa Malaysia Securities Berhad Main Market Listing Requirements.
The proposed adoption of Ordinary Resolution Nos. 2 and 3 under items 9 and 10 is to renew the shareholders mandate granted by the
shareholders of the Company at the Forty-Fourth Annual General Meeting held on 11 November 2010. The proposed renewal of the
shareholders mandate will enable the Company and its subsidiaries (WingTM Group) to enter into any of the recurrent related party
transactions of a revenue or trading nature which are necessary for WingTM Groups day-to-day operations, subject to the transactions
being in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those
generally available to the public and are not to the detriment of the minority shareholders of the Company.
The proposed adoption of Ordinary Resolution No. 4 under item 11 is primarily to give a renewed mandate and flexibility to the Directors
of the Company, from the date of the Forty-Fifth Annual General Meeting, to issue and allot shares at any time in their absolute discretion
without convening a general meeting provided that the aggregate number of shares issued does not exceed 10% of the existing issued and
paid-up share capital of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate
granted to the Directors at the Forty-Fourth Annual General Meeting held on 11 November 2010 and which will lapse at the conclusion
of the Forty-Fifth Annual General Meeting. The proceeds raised from the renewed mandate will provide funding for future investment
project(s), working capital and /or acquisitions.
143
Notes:
1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy to attend and vote in his stead. A proxy
may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the
provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company.
2. Proxies and other instruments of appointment shall not be treated as valid unless they are deposited at the Registered Office of the
Company at Securities Services (Holdings) Sdn. Bhd., Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 Penang not less than
48 hours before the time appointed for holding the meeting or any adjournments thereof.
3. If the appointor is a corporation, the form of proxy must be given under its common seal or under the hand of some officer of the
corporation duly authorised on its behalf.
4. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holdings
to be represented by each proxy.
144
WING TAI MALAYSIA BERHAD (Company No. 6716 - D)
(Formerly known as DNP HOLDINGS BERHAD)
(Incorporated in Malaysia)
No. of Shares Held
CDS Account No.
Proxy Form
*I/We (full name in capital letters)
(NRIC No./Company No.
)
of
, being a *member/members of Wing Tai Malaysia Berhad (formerly known as DNP Holdings Berhad) (the Company)
hereby appoint (full name in capital letters),
(NRIC No.
) of
or failing *him/her, (full name in capital letters)
(NRIC No.
) of
or failing *him/her, the Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Forty-Fifth Annual
General Meeting of the Company to be held at Boeing 2, Level 1, The Pan Pacific Kuala Lumpur International Airport, Kuala Lumpur
International Airport, Jalan CTA4B, 64000 KLIA, Sepang, Selangor Darul Ehsan on Tuesday, 29 November 2011 at 2.00p.m. and at any
adjournment thereof.
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Resolution 10
Resolution 11
Resolution 12
RESOLUTIONS
To receive the Audited Financial Statements for the financial year ended 30 June 2011
together with the Reports of the Directors and the Auditors thereon.
Declaration of a First and Final Dividend of 5 sen per share Single Tier and Special Dividend
of 3 sen per share Single Tier for the financial year ended 30 June 2011.
Approval of the payment of Directors fees for the financial year ended 30 June 2011.
Re-election of Mr Cheng Wai Keung as Director who retires in accordance with Article
82 of the Companys Articles of Association.
Re-election of Mr Edmund Cheng Wai Wing as Director who retires in accordance with
Article 82 of the Companys Articles of Association.
Re-appointment of Y. Bhg. Tan Sri Dato Mohamed Noordin bin Hassan as Director who
retires pursuant to Section 129(6) of the Companies Act, 1965.
Re-appointment of Y. Bhg. Dato Roger Chan Wan Chung as Director who retires pursuant
to Section 129(6) of the Companies Act, 1965.
Re-appointment of Messrs Ernst & Young as Auditors of the Company.
As Special Business:
Ordinary Resolution No. 1
- Proposed Renewal of Share Buy-Back Authority.
- Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions
of A Revenue or Trading Nature As Set Out in Clause 4.2(i) and (iii).
- Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions
of A Revenue or Trading Nature As Set Out in Clause 4.2(iv).
- Authority to issue Shares pursuant to Section 132D of the Companies Act, 1965.
FOR
AGAINST
Please indicate with an X in the appropriate boxes on how you wish your vote to be cast on the Resolutions specified in the Notice of
Annual General Meeting. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.
*Strike out whichever is not applicable
Dated this
day of
, 2011
Signature of Member/Common Seal
Notes:
1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the
Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to
the Company.
2. Proxies and other instruments of appointment shall not be treated as valid unless they are deposited at the Registered Office of the Company at Securities Services (Holdings)
Sdn. Bhd., Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 Penang not less than 48 hours before the time appointed for holding the meeting or any adjournments
thereof.
3. If the appointor is a corporation, the form of proxy must be given under its common seal or under the hand of some officer of the corporation duly authorised on its behalf.
4. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
Fold this flap for sealing
Then fold here
AFFIX
STAMP
THE COMPANY SECRETARIES
WING TAI MALAYSIA BERHAD (6716-D)
(Formerly known as DNP HOLDINGS BERHAD)
c/o Securities Services (Holdings) Sdn. Bhd.
Suite 18.05, MWE Plaza
No. 8 Lebuh Farquhar
10200 Penang
Malaysia
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