Hong Leong Bank (Cambodia) Plc.
Transcription
Hong Leong Bank (Cambodia) Plc.
02 03 10 11 12 14 Hong Leong Bank Story The Business Chairman’s Message CEO’s Statement Media Highlights Audited Financial Statement 2 1. Hong Leong Bank Story With a heritage of more than 100 years, Hong Leong Bank Berhad (“Hong Leong Bank”) is a major financial service company in the region. Apart from its core domestic market, the Bank has presence in Singapore, Hong Kong, Vietnam, Cambodia and China. Hong Leong Bank is a public listed company on Bursa Malaysia and a member of the Hong Leong Group. Headquartered in Kuala Lumpur, Malaysia, Hong Leong Bank has a strong heritage. Originally incorporated as Kwong Lee Mortgage and Remittance Company in 1905 in Kuching, Sarawak and later as Kwong Lee Bank Limited in 1934, it is the oldest local financial institution in Malaysia. Kwong Lee Bank Berhad was acquired by the MUI Group in May 1982 and renamed Malayan United Bank Berhad on 2nd February 1983, and subsequently renamed as MUI Bank in 1989. Under the MUI Bank banner, it grew from 11 branches to 35 branches nationwide. On 3rd January 1994, Hong Leong Group acquired MUI Bank Berhad through Hong Leong Credit Berhad (now known as Hong Leong Financial Group Berhad) and renamed it as Hong Leong Bank Berhad. Hong Leong Bank was listed on the Kuala Lumpur Stock Exchange on 17th October 1994 and, since then, it had continued to grow by leaps and bounds both organically and through mergers and acquisitions. With the last merger with EON Bank Group in 2011, Hong Leong Bank is today one of Malaysia’s largest banking group, with over USD 52 billion in assets. With an extensive distribution network of over 300 branches, sales and business centres in Malaysia, Singapore, Hong Kong, Vietnam and Cambodia along with a comprehensive range of alternate and electronic channels including self-service terminals, Hong Leong Call Centre, Hong Leong Online Banking and Hong Leong Mobile Banking, Hong Leong Bank reaches out to its customers in all of the communities in which it operates. Following its commitment to stay relevant, Hong Leong Bank also launched Mach by Hong Leong Bank in 2012, a sub-brand that brings together "bricks and clicks" to offer a range of life starter products and service targeted to meet the needs of the Gen-Y Community. Reaching out beyond the shores of Malaysia, in 2008, Hong Leong Bank was the first Malaysian bank to enter the Chinese banking sector with a 20% strategic shareholding in Bank of Chengdu Co., Ltd. In December of the same year, Hong Leong Bank became the first and only Malaysian and Southeast Asian bank to be granted a license to incorporate and operate a 100% wholly-owned commercial bank in Vietnam. In 2013, Hong Leong Bank proudly launched its 100% wholly-owned commercial Bank in Cambodia. Building on the foundation of its strong entrepreneurial roots and its firm foundation of values, Hong Leong Bank is committed to embed itself in the communities within which it operates to meet the needs of its customers. Under the umbrella of the Hong Leong Financial Group, the Group’s ability to provide a comprehensive suite of conventional and Islamic financial products and services under one roof makes it truly a leading integrated financial service organization in Malaysia and in Asia. 3 2012 2011 1994 Launched Mach By Hong Leong Bank, A Next Generation Banking Sub-Brand Merged with EON Bank Group Acquired MUI Bank through Hong Leong Credit Berhad (now known as Hong Leong Financial Group Berhad) 1989 1905 Started In Kuching, Sarawak, Malaysia under the name of Kwong Lee Mortgage and Remittance Company 1934 Incorporated as Kwong Lee Bank Limited Renamed MUI Bank, Operating in 35 Branches 4 2. The Business HLBCAM inherits the strength of its parent company, Hong Leong Bank, a leading financial services provider in Malaysia. We provide a full suite of products and services which includes Consumer Banking, business banking, trade finance, treasury, branch and transaction banking. We currently operate from our first branch based at our Head Office situated in the business centre of Phnom Penh, which comes equipped with a priority and business banking lounge with dedicated account relationship managers and privileged customer benefits. We are committed to the betterment of the communities in which we operate and to understand our customers’ needs as well as deliver products and services that will help them fulfil their financial aspirations. 2.1. The Key Business Pillars 2.1.1. Consumer Banking The principal activities include the provision of retail loans, deposit products, and priority banking services to emerging affluent, affluent and high net worth individuals. Consumer Banking has had a promising start following the opening of HLBCAM on 8 July 2013. Key business highlights include: Financial highlights Deposits grew to USD10.27 million contributed by personalized Priority Banking and branch transactional banking services; Mortgage loan portfolio rose to USD3.9 million. The strong growth momentum in mortgage loans was a result of an effective marketing campaign and a highly talented and dedicated mortgage team. Branch Network HLBCAM inaugural branch located at its head office has been successfully launched and serves more than 300 personal and business customers. The branch is run by an experienced and diverse sales and service team, complemented by our Priority Banking lounge and two on-site ATMs with 24/7 access. Beyond meeting its customers’ needs, the head office branch serves as a strong foundation for HLBCAM to expand its branch footprint in the Cambodian market over the next 12 months. Priority Banking Our customer centric and solution based approach has led us to an impressive early result. Priority Banking is an integral part of Consumer Banking, having contributed a significant portion of the total deposits of the bank. Our 2014 Plan and Focus 4 Consumer Banking continues to play an important role in supporting HLBCAM by providing the local community with easy access to banking services that are progressive, relevant, bespoke and efficient. In particular, we will focus on the following in 2014: Roll out more branches in key strategic locations in Phnom Penh; Expand and strengthen our Priority Banking facilities and services; Install additional ATMs; Introduce product bundling to enhance our offerings to customers; Work toward the launch of our digital banking services; Build and develop our sales team’s capability and competency, and raise their profiles in the market in order to support our growth agenda. 5 5 2.1.2. Business Banking Business Banking aspires to be a leading player in the target market segment and in key select industries in line with the Group’s aspirations to become Cambodia’s leading and preferred financial service provider which is to be achieved through unique product offerings, as well as relationship building and earning the trust of the community. We provide a full range of banking products and financial services to cater for all type of businesses, including Small-and-Medium-Sized Enterprises (SME), Commercial, and Corporate. Our products and services are: Term loan Overdraft Bank guarantee Letter of credit Trade finance products and services Current account Fixed deposit Foreign currency products and services Local and international funds transfer 2013 achievements Strong growth in our deposit and loan portfolios Introduction of trade and market products Built up strong relationships as well as the set-up of a highly experienced Global Markets team to better serve our customers Our 2014 Plan and Focus 2.2. Continue to build strong growth in our loan and deposit portfolios Continue to maintain close relationships with our customers through on-going relationship management, and deploying our dedicated teams at branches to better serve our customers Continue to build a strong and robust Business Banking team through on-going training and development and continuing staff recruitment Leverage on Hong Leong Bank’s regional banking network to capture cross border opportunities Mission and Vision HLBCAM’s vision is “to become Cambodia’s ‘preferred’ financial services provider amongst the leading banks .” Our mission is “to partner with our targeted business community to create value and fulfill their financial needs, with the highest level of integrity and professionalism, where people make the difference. ” 6 2.3. Brand Positioning As the leading bank in Asia, we strive to remain connected to the communities we live in and deliver products and services that meet our customers’ needs and fulfil their financial aspirations. Our strong corporate values and brand are the foundation to deliver the right choice of products and services to our customers. 2.4. Customer Service Our customer service philosophy derives from the promises as defined in our brand positioning. . It is firmly rooted in the core needs of our customers and aimed to deliver a holistic banking experience for them. As part of efforts to refresh customer service strategy and inculcate a stronger service culture, we adopt the “TOUCH” initiative. Each letter of the acronym TOUCH defines the essence of our customer service philosophy and signifies the following: 6 T – customers must be able to Trust us at all times. O – customers want us to deliver our services On Time and accurately U – customers want us to Understand their needs; recognising and treating them as individuals C – customers want to stay Connected and access their banking facilities at all times H – produce Happy customers through effective products and services Conducting business with HONOR and QUALITY (consistently providing products and services of the highest quality at affordable prices) means we are TRUSTWORTHY (i.e. we are reliable, dependable, and honest in everything we do.) ENTREPRENEURSHIP (pursuing management vision and foster entrepreneurship) and PROGRESS (improving existing operations and positioning for expansion and new opportunities) lead to being EFFECTIVE (i.e. we focus on doing the right things to generate value. HUMAN RESOURCE (enhancing the quality of human resources as the essence of management excellence) and INNOVATION (nurturing and committed to innovation) are translated into being RELEVANT (i.e. we are open-minded and always at the forefront of new development. UNITY (ensuring oneness in purpose, harmony and friendship in the pursuit of prosperity for all) and SOCIAL RESPONSIBILITY (creating wealth for the betterment of society) make us CONNECTED to the communities we serve. 7 2.5. Corporate Social Responsibility At HLBCAM we believe that serving our communities is not only integral to running a business successfully; it is part of our individual responsibilities as citizens of the world. We continue to support communities in ways that enhance the company's reputation with employees, customers, business partners and other stakeholders. On that note, continue to proudly commit ourselves to making positive contributions to the communities in which we serve. Guided by our company value of Social Responsibility, we are committed to meeting the highest standards of corporate citizenship. The Bank ensures the health and safety of our employees and all who are affected by our business operations. We are also committed to protecting the environment. We are committed as a company and individuals to comply with the laws, respecting the cultures, and having a positive impact on the lives of the people in the communities where we conduct our businesses. HLBCAM sees CSR beyond its core mission. The Bank contributes significantly to the socio-economic development of the nation by promoting education, providing aid to marginalised communities, supporting and developing local talent, preserving the environment and practicing sustainable supply-chain in its operations. Below is our commitment to each of the focus areas under the HLBCAM CSR: Workplace HLBCAM is committed to upholding the human rights of our employees and to treating them with dignity and respect. In maintaining our leadership in delivering innovative solutions to market ahead of the competition, the Bank consistently strives to create an inspiring and effective working environment. The Bank also ensures that the health, safety, and welfare of our employees are well taken care of all the time. To honour this, we always fully accept our responsibility for employees who may be affected by our activities. Consistent with Hong Leong Bank’s Best Work Environment practices, we maintain a work environment free from discrimination, one where employees are treated with dignity, honour and respect. We also comply with all applicable international and local laws pertaining to non-discrimination and equal opportunity. This is evidenced by the diverse ethnic and social backgrounds of members, staff and clients. All job applicants, employees, members, and clients receive equal treatment regardless of race, religion, ethnic or national origins, sex, marital status, sexual orientation, disability or age. Employees are exposed to both internally and externally conducted development and technical training programs. The Bank also provides a structured graduate training program on core banking business to nurture and develop a competent workforce. Apart from the above, the Bank also conducts trainings and various structured programmes in wealth management, management development, sales development and customer service which have significantly increased the job knowledge and skills of the Bank’s workforce. As the Bank is committed to customer centricity, it has stepped up efforts in many customer service training programs in meeting the changing and increasing demands of the customers. Environment The importance of the relationships between HLBCAM’s use of technology, our customers and their markets is reflected in our approach to the environment. HLBCAM endeavours to identify and minimise the negative environmental impacts of our products, services, and business activities, right from the top to downstream. Our objective is to achieve high standards in environmental management and preservation, by examining our business and operations, and taking active steps to reduce environmental impact wherever possible. These include: • • • • • minimise any adverse impact our activities may have on the environment minimise the consumption of resources wherever possible consider the environment when procuring goods and services promote waste reduction, re-use and recovery fully comply with legislation and wherever possible exceed legislative requirements We are passionate about the environment and committed to reducing the carbon footprint of our growing global business. We promote a culture of environmental awareness and engagement amongst our staff and our supply base. 8 Marketplace For many years now, the Bank has had in place internally generated best practices to ensure the economic sustainability of all its companies. Some of these best practices are: An established Financial Management Discipline intended to drive excellence in financial management with the objective of preserving and enhancing the quality of business as an on-going concern. An established Enterprise Risk Management structure to ensure that a systematic process and delegation of responsibility is clearly set out to guide management. A strict code of business conduct and ethics which the Group abides by in all types of transactions and interactions. Financial reports which contain disclosures that are fair, accurate, timely and understandable. In choosing its directors, the Bank seeks individuals of high integrity, have shareholder orientation and a genuine interest in their respective company’s businesses. They are tasked with the responsibility of exercising their business judgment to act in what they reasonably believe to be in the best interest of the company and the shareholders they represent. The strict practice of responsible selling and marketing of products and services, in a global market that is increasingly becoming even more aggressive and competitive. HLBCAM has a firm commitment to the highest standards of business ethics and integrity throughout our company. These standards are reflected in our associated policies and wherever these polices require a higher standard than local practice or applicable laws, we adhere to the higher standards set. 2.6. 8 Shareholders It is an inherent and important responsibility of the Bank’s senior management team to undertake active management of the Bank in the context of the industry to create superior value, i.e.: Financial strength Consistent earnings growth Value proposition of its assets Consistent payout to shareholders Investor relations strategy In essence, it is the responsibility of the senior management team to ensure that the steps and initiatives taken in our Affirmative Action Management (AAM) ultimately flow through to create Prime Value for the Bank. This requires the senior management team to be alert to changes in the environment and to foresee the trends ahead of the industry. It calls for entrepreneurial AAM to seize opportunities and be innovative in capitalizing on the strengths of the Bank to create wealth. 9 2.7. Business Operations 2.7.1. Financial Perspective For the year ended 31 December 2013, HLBCAM achieved a total loan portfolio of USD10.06 million and our deposit book was at USD22.2. 2.7.2. Customer Perspective Our target customers are established small-and-medium-sized enterprises and ASEAN corporates in the Business Banking space coupled with customised services and product bundling. As for consumer banking, our target segments include the High Net Worth (HNW) individuals, affluent and emerging affluent people who are rising in numbers among the urban population. 2.7.3. Human Resources HLBCAM recognizes that its continuing capacity to respond to new priorities and challenges depends on a knowledgeable workforce. This makes on-going learning and development essential to ensure that we continue to provide quality service in an ever-changing and highly competitive environment. To support our business growth, training and development remains a strategic focus and HLBCAM is committed to a competency-based approach towards learning in which skills and abilities of employees are developed to meet the requirements for specific position functions. At HLBCAM, we value the engagement of our employees at all levels. HLBCAM also recognizes that people make the difference and the ability to attract and retain talent whilst maintaining a high-performance and positive work culture are critical to our ability to drive continued business growth and attain high standards of customer service and product excellence. 2.7.4. Significant Operations Plan for the Following Year In light of our business operations expansion plan in the Cambodian market, HLBCAM is undertaking two major projects in 2014 as follows: Branch network expansion: rolling out additional branches in Phnom Penh. Digital banking: preparing for the launch of internet banking service to facilitate our customers’ transactions with the Bank, as well as to satisfy the needs of younger generation customers. 10 3. Chairman’s Message ECONOMIC OVERVIEW The strong economic performance over the recent years has laid a firm foundation for continued growth and future progress in the banking industry. This has been the backdrop against Hong Leong Bank’s entry into the Kingdom of Cambodia on 8th July 2013 when Hong Leong Bank (Cambodia) PLC (“HLBCAM”) was established and commenced operations. The Cambodian Gross Domestic Product (GDP) in 2013 grew by 7% as compared to the previous year reflecting a strong economy and business environment. Retail and wholesale trading, construction and tourism were the key drivers behind this growth. Foreign Direct Investment (FDI) picked up gradually from a low of USD 525 million in 2009 (post Global Financial Crisis) to USD 1.2 billion in 2013. FDI flows are expected to increase with the onset of the ASEAN economic community integration in 2015. The continued development of Small and Medium-sized Enterprises will also underpin the country’s economic expansion. HLBCAM’s business focus will be in Personal Financial Services and Small and Medium Enterprises and Corporations. PERFORMANCE REVIEW In the banking industry, deposits and loans have increased by 12% and 25% respectively in 2013, reaching new heights of USD 7.56 billion and USD 7.35 billion respectively. The outlook for 2014 is positive with a forecasted GDP growth of 7.2% according to the IMF. With the financial results for the first six months of operations ended 31st December 2013, the Board is confident that HLBCAM will continue to build further momentum and sustain growth in the years to come. HLBCAM is committed to develop a strong financial institution and to serve the communities in which it operates, while making contributions to the financial aspirations of the Kingdom of Cambodia. We remain optimistic in the financial year ahead albeit amidst a challenging global economic outlook. Notwithstanding this, the Board believes that HLBCAM is well-positioned to grow and increase its market share by continuing to provide relevant and efficient products and services. With our philosophy of value creation and commitment to local embedment, we shall strive to provide the Cambodian community with easy access to banking services that are progressive, relevant, bespoke and efficient. APPRECIATION I would like to take this opportunity to thank the Board of Directors, our customers, business partners and shareholders for their support, trust and confidence. I would also like to thank the management and staff of HLBCAM for their passion, dedication and commitment. My sincere appreciation also goes out to the National Bank of Cambodia, the relevant authorities and Government Agencies for their invaluable assistance, guidance and support. CHOONG YEE HOW Chairman June 2014 11 11 4. CEO’s Statement The world is now on a stronger footing, propelled by faster-than-expected growth in the US and Europe. Advanced economies worldwide are gaining momentum and driving the pick-up in global growth amidst a changing external environment that is posing some new challenges and also opportunities to emerging market and developing economies. Asian economies are showing signs of benefitting from the pick-up in growth in the developed world which will help to offset any domestic slowdown. Most countries are now focusing more on export-driven growth. China's increased focus on domestic demand would also create a market for the rest of the world. Committed to Financial Stability and Development Cambodia’s economic development has been fast paced. To keep growth sustainable and strong, one of the government’s key priorities has been to further develop a prudential and supervisory framework in the financial sector to ensure financial stability and development. This has been underscored as the overall objectives under the government’s Financial Sector Development Strategy 2006-2015; and I am glad to say that Hong Leong Bank (Cambodia) PLC (“HLBCAM”), together with other banks in the country, have been very supportive of this initiative. HLBCAM has been in operations since 8th July 2013, with the official inauguration ceremony held on 23rd August 2013. As a new player in the market, we are fully committed to our philosophy of value creation and pledge to local embedment. We aim to provide the Cambodian community with easy access to banking services that is progressive, relevant, bespoke and efficient. We want our customers in Cambodia to grow with us as we continue to expand our offerings, helping them with their financial needs. Over the last ten months, we have focused our efforts in building our brand awareness. We have been leveraging on Hong Leong Bank Group’s resources, experience, expertise and regional presence in Malaysia, Singapore, Hong Kong, China and Vietnam. This, together with talented staff with sound local market knowledge will help us to quickly build our customer base and grow customer deposits and loans. Financial Performance As illustrated in the financial performance section, our loan book has reached the USD 10 million mark by the end of 2013, rendering our total assets at USD 59 million. Meanwhile, our deposit book closed the year at a healthy USD 22 million. Moving Forward We aspire to be a strong and relevant player in the Cambodian banking industry, targeting high net worth customers, affluent and emerging affluent individuals while concurrently building a differentiated digital offering that will enable our customers to enjoy their lifestyle and undertake business. We will also partner with Small and Medium-Sized Enterprises to help them grow their businesses and contribute to the Cambodian economy. To this end, we are planning a growth strategy over the next three to four years. Our foremost priority in 2014 is to establish a number of additional branches in strategic business locations in Phnom Penh to be more convenient to our customers and facilitate business growth. All these reflect our long-term commitment to build our business in Cambodia. To conclude, I would like to thank our customers, the Management team and fellow colleagues, shareholders, the Board of Directors, the National Bank of Cambodia, as well as Government agencies and other authorities, for their continued support and confidence in HLBCAM. 12 JOSEPH FARRUGIA Chief Executive Officer 12 5. Media Highlights 13 14 6. Audited Financial Statement DIRECTORS’ REPORT The Board of Directors (“the Director”) hereby submits their report together with the audited financial statements of Hong Leong Bank (Cambodia) PLC (“the Bank”) for the period covering 28 June 2013 to 31 December 2013. THE BANK Hong Leong Bank (Cambodia) PLC is registered with the Ministry of Commerce in Cambodia as a public limited company under registration number Co. 0270 E/2013, dated 27 February 2013. The Bank obtained a licence to operate as a commercial bank from the National Bank of Cambodia (the Central Bank) effective from 28 June 2013 and officially commenced its operations on 23 August 2013. The Bank’s licence is for an indefinite period. The Bank is a subsidiary of Hong Leong Bank Berhad, incorporated in Malaysia. PRINCIPAL ACTIVITIES The principal activity of the Bank is the provision of commercial banking and related financial services in Cambodia. There were no changes to the nature of the principal activity during the period. RESULTS OF OPERATION AND DIVIDEND The results of operations for the period covering 28 June 2013 to 31 December 2013 are set out in the income statement on page 19. SHARE CAPITAL The registered share capital of the Bank is US$37,500,000. BAD AND DOUBTFUL LOANS Before the financial statements of the Bank were drawn up, the Directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad loans and advances or making of provisions for doubtful loans and advances, and satisfied themselves that all known bad loans and advances had been written off and that adequate provisions have been made for bad and doubtful loans and advances. At the date of this report and based on the best of knowledge, the Directors are not aware of any circumstances which would render the amount written off for bad loans and advances or the amount of the provision for bad and doubtful loans and advances in the financial statements of the Bank inadequate to any material extent. ASSETS Before the financial statements of the Bank were drawn up, the Directors took reasonable steps to ensure that any assets which were unlikely to be realised in the ordinary course of business at their value as shown in the accounting records of the Bank, have been written down to an amount which they might be expected to realise. At the date of this report and based on the best of knowledge, the Directors are not aware of any circumstances which would render the values attributed to the assets in the financial statements of the Bank misleading in any material respect. VALUATION METHODS At the date of this report and based on the best of knowledge, the Directors are not aware of any circumstances that have arisen which would render adherence to the existing method of valuation of assets and liabilities in the financial statements of the Bank misleading or inappropriate in any material respect. 15 CONTINGENT AND OTHER LIABILITIES At the date of this report, there is: (a) No charge on the assets of the Bank which has arisen since the end of the financial period which secures the liabilities of any other person, and (b) No contingent liability in respect of the Bank that has arisen since the end of the financial period other than in the ordinary course of banking business. No contingent or other liability of the Bank has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial period which, in the opinion of the Directors, will or may have a material effect on the ability of the Bank to meet its obligations as and when they become due. CHANGE OF CIRCUMSTANCES At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Bank, which would render any amount stated in the financial statements misleading in any material respect. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Bank for the financial period were not, in the opinion of the Directors, materially affected by any items, transactions or events of a material and unusual nature. There has not arisen in the interval between the end of the financial period and the date of this report any items, transactions or events of a material and unusual nature likely, in the opinion of the Directors, to substantially affect the results of the operations of the Bank for the period in which this report is made. THE BOARD OF DIRECTORS The members of the Board of Directors of the Bank during the period and as at the date of this report are: • • • • • Mr. Choong Yee How (Chairman) Mr. Quek Kon Sean Mr. Tan Kong Khoon Mr. Matthew Rendall Mr. Teh Sing RESPONSIBILITIES OF THE DIRECTORS IN RESPECT OF THE FINANCIAL STATEMENTS The Directors are responsible to ensure that the financial statements are properly drawn up so as to present fairly, in all material respects, the financial position of the Bank as at 31 December 2013 and of its financial performance and cash flows for the period then ended. In preparing these financial statements, the Directors are required to: i) adopt appropriate accounting policies which are supported by reasonable and prudent judgements and estimates and then apply them consistently; ii) comply with the disclosure requirements and guidelines issued by the National Bank of Cambodia and Cambodian Accounting Standards or, if there have been any departures in the interests of fair presentation, these have been appropriately disclosed, explained and quantified in the financial statements; iii) maintain adequate accounting records and an effective system of internal controls; iv) prepare the financial statements on a going concern basis unless it is inappropriate to assume that the Bank will continue operations in the foreseeable future; and v) effectively control and direct the Bank in all material decisions affecting the operations and performance and ascertain that such have been properly reflected in the financial statements. 16 The Directors confirm that the Bank has complied with the above requirements in preparing the financial statements. APPROVAL OF THE FINANCIAL STATEMENTS The accompanying financial statements, which present fairly, in all material respect, the financial position of the Bank as at 31 December 2013, and of its financial performance and its cash flows for the period then ended in accordance with the guidelines issued by the National Bank of Cambodia and Cambodian Accounting Standards, were approved by the Board of Directors. Signed in accordance with a resolution of the Board of Directors. __________________ ______________________ Mr. Choong Yee How Mr. Tan Kong Khoon Chairman Director Phnom Penh, Kingdom of Cambodia Date: 31 March 2014 17 Independent auditor’s report To the Shareholder of Hong Leong Bank (Cambodia) PLC We have audited the accompanying financial statements of Hong Leong Bank (Cambodia) PLC (“the Bank”) which comprise the balance sheet as at 31 December 2013 and the income statement, the statement of changes in equity and the statement of cash flows for the period then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the guidelines of the National Bank of Cambodia and Cambodian Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Cambodian International Standards on Auditing. 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 the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, 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 present fairly, in all material respects, of the financial position of the Bank as of 31 December 2013, and of its financial performance and its cash flows for the period then ended in accordance with the guidelines issued by the National Bank of Cambodia and Cambodian Accounting Standards. For PricewaterhouseCoopers (Cambodia) Ltd. By Kuy Lim Partner Phnom Penh, Kingdom of Cambodia Date: 31 March 2014 18 BALANCE SHEET AS AT 31 DECEMBER 2013 2013 Note US$ KHR'000 ASSETS Cash on hand 4 637,794 2,547,987 Balances with the Central Bank 5 20,181,248 80,624,086 Balances with the other banks 6 23,690,237 94,642,497 Loans and advances to customers 7 10,062,232 40,198,618 Other assets 8 396,224 1,582,915 Property and equipment 9 1,733,288 6,924,486 Intangible assets 10 2,425,813 9,691,123 59,126,836 236,211,712 LIABILITIES Deposits from customers 11 22,299,487 89,086,451 Other liabilities 12 804,384 3,213,515 Provision for income tax 17 1,365 5,453 23,105,236 92,305,419 37,500,000 149,812,500 (1,478,400) (5,906,207) 36,021,600 143,906,293 59,126,836 236,211,712 EQUITIES Share capital Retained earnings 13 19 INCOME STATEMENT FOR THE PERIOD COVERING 28 JUNE 2013 TO 31 DECEMBER 2013 2013 Note US$ KHR'000 Interest income 14 326,019 1,302,447 Interest expense 14 (46,277) (184,876) 279,742 1,117,571 (101,639) (406,048) Net interest income after provision for loan losses 178,103 711,523 Fee and commission income 95,858 382,953 Fee and commission expense (13,874) (55,427) 81,984 327,526 2,901 11,588 Net interest income Provision for loan losses 7 Net fee and commission income Other income Personnel expenses 15 (679,259) (2,713,640) General and administrative expenses 16 (597,667) (2,387,679) Depreciation charge 9 (190,708) (761,878) Amortisation charge 10 (269,521) (1,076,736) (1,734,254) (6,928,345) (1,474,167) (5,889,296) (4,233) (16,911) (1,478,400) (5,906,207) Loss before income tax Income tax expense Loss for the period 17 20 STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD COVERING 28 JUNE 2013 TO 31 DECEMBER 2013 Share Capital Retained Earnings Total US$ US$ US$ - - - 37,500,000 - 37,500,000 - (1,478,400) (1,478,400) As at 31 December 2013 37,500,000 (1,478,400) 36,021,600 In KHR'000 equivalent 149,812,500 (5,906,207) (143,906,293) For the period covering 28 June 2013 to 31 December 2013 As at 28 June 2013 Paid-up capital Loss for the period 21 STATEMENT OF CASH FLOWS FOR THE PERIOD COVERING 28 JUNE 2013 TO 31 DECEMBER 2013 2013 Note US$ KHR'000 6,295,658 25,151,154 Capital guarantee with the Central Bank (3,750,000) (14,981,250) Reserve requirement with the Central Bank (3,588,633) (14,336,589) Purchases of property and equipment (1,916,187) (7,655,167) Purchases of intangible assets (2,370,192) (9,468,917) (11,625,012) (46,441,923) Paid-up capital 37,500,000 149,812,500 Net cash generated from financing activities 37,500,000 149,812,500 Net increase in cash and cash equivalents 32,170,646 128,521,731 - - 32,170,646 128,521,731 Cash flows from operating activities Net cash generated from operating activities 19 Cash flows from investing activities Net cash used in investing activities Cash flows from financing activities Cash and cash equivalent at the beginning of the period Cash and cash equivalent at the end of the period 18 22 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD COVERING 28 JUNE 2013 TO 31 DECEMBER 2013 1. BACKGROUND INFORMATION Hong Leong Bank (Cambodia) PLC is registered in Cambodia with the Ministry of Commerce as public limited company under the registration number Co. 0270 E/2013, dated 27 February 2013. The Bank obtained a license from the National Bank of Cambodia (“the Central Bank”) to operate as a commercial bank with effect from 28 June 2013 and officially commenced its operations on 23 August 2013. The Bank’s license is for an indefinite period. There was no operations from the period covering 18 February 2013 to 28 June 2013. The Bank is a subsidiary of Hong Leong Bank Berhad, incorporated in Malaysia. The principal activities of the Bank are the provision of commercial banking and related financial services in Cambodia. The registered office of the Bank is currently located at No. 28, Samdech Pan Avenue (St. 214), Sangkat Boeung Raing, Khan Daun Penh, Phnom Penh, Cambodia. As at 31 December 2013, the Bank has 40 employees. The financial statements were authorised for issue by the Board of Directors on 31 March 2014. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of these financial statements are set out below. 2 .1 Basis of preparation The financial statements of the Bank has been prepared using historical cost convention except other disclosed and in accordance with the guidelines issued by the Central Bank and Cambodian Accounting Standards (CAS). In applying CAS, the Bank also applies the Cambodian Financial Reporting Standard (CFRS) CFRS 7: Financial Instruments: Disclosures. The accounting principles applied may differ from generally accepted accounting principles adopted in other countries and jurisdictions. The accompanying financial statements are therefore not intended to present the financial position and results of operations and cash flows in accordance with jurisdictions other than Cambodia. Consequently, these financial statements are addressed to only those who are informed about Cambodia accounting principles, procedures and practices. This is the first set of the financial statements covering from 28 June 2013 to 31 December 2013. The preparation of financial statements in accordance with CAS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current event and actions, actual results ultimately may differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3 to the financial statements. For the sole regulatory purpose of complying with the Prakas No. B7-07-164 dated 13 December 2007 of the Central Bank, a translation to Khmer Riel is provided for the balance sheet, the income statement, the statement of changes in equity, the cash flow statement and the notes to the financial statements as of and for the period ended 31 December 2013 using the official rate of exchange regulated by the Central Bank as at the reporting date, which was United States dollars (US$) 1 to Khmer Riel (KHR) 3,995. Such translation amounts are unaudited and should not be construed as representations that the US$ amounts represent, or have been or could be, converted into Khmer Riel at that or any other rate. 2 . 2 Financial reporting framework On 28 August 2009, the National Accounting Council of the Ministry of Economy and Finance announced the adoption of Cambodian International Financial Reporting Standards (CIFRS) which are based on all standards published by International Accounting Standard Board including other interpretation and amendment that may 23 occur in any circumstances to each standard by adding “Cambodian”. Public accountable entities shall prepare their financial statements in accordance with CIFRS for accounting period beginning on or after 1 January 2012. The National Accounting Council of the Ministry of Economy and Finance through Circular No. 086 MoEF.NAC dated 30 July 2012 approves banks and financial institutions to delay adoption of CIFRS until the periods beginning on or after 1 January 2016. The first financial statement of the Bank which will be prepared under CIFRS is the year ending 31 December 2016. CAS, the current accounting standard used, is different to CIFRS in many areas. Hence, the adoption of CIFRS will have significant impact on the financial statements of the Bank. 2 . 3 Foreign currency translation i) Functional and presentation currency Items included in the financial statements of the Bank are measured using the currency of the primary economic environment in which the Bank operates (the functional currency). The financial statements are presented in US$, which is the Bank’s functional and presentation currency. ii) Transactions and balances Transactions in currencies other than US$ are translated into US$ at the exchange rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the period-end exchange rates from monetary assets and liabilities denominated in currencies other than US$, are recognised in the income statement. 2 .4 Cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents comprise balances with original maturity of three months or less from the date of acquisition, including cash on hand, non-restricted balances with the Central Bank, and balances with other banks. 2 .5 Loans and advances to customers All loans and advances to customers are stated in the balance sheet as the amount of principal, less any amounts written off and the provision for loan losses. Loans are written off when there is no realistic prospect of recovery. Recoveries of loans and advances previously written off or provided for decrease the amount of the provision for losses on loans and advances in the income statement. 2 .6 Provision for loan losses The Bank follows the mandatory loan classification and provisioning as required by the Central Bank’s Prakas No. B7-09-074, dated on 25 February 2009, on assets classification and provisioning for banks and financial institutions. It applies for loans and advances or other assets with similar nature. The minimum mandatory loan loss provision is made depending on the classification concerned, regardless of the assets (except cash) pledged as collateral, unless other information is available to indicate worsening. The table below shows loan classifications and minimum provisioning requirements: Rate of provision General provision: Normal 1% Specific provision: Special mention Substandard Doubtful 3% 20% 50% Loss 100% Both past due and qualitative factors shall be taken into account for loan classification and provisioning. 24 2 .7 Other credit related commitments In the normal course of business, the Bank enters into other credit related commitments including loan commitments, letters of credit and guarantee. The accounting policy and provision methodology are similar to those for originated loans as noted above. Specific provisions are raised against other credit related commitments when losses are considered probable. 2 .8 Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment loss. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Bank and cost of the item can be measured reliably. All other repairs and maintenance are charged to income statement during the financial period in which they are incurred. Depreciation of property and equipment is charged to the income statement on a straight-line basis over the estimated useful lives of the individual assets as follows: Leasehold improvement Office equipment Computer equipment 5 years 5 years 3 - 5 years An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds within the carrying amount and are recognised in the income statement. 2 .9 Intangible assets Intangible assets, which comprise acquired computer software licenses and related costs, are stated at cost less accumulated amortisation and impairment loss. Acquired computer software licenses are capitalised on the basis of the cost incurred to acquire the specific software and bring it to use. These costs are amortised over five years using the straight-line method. Costs associated with maintaining intangible assets are recognised as an expense when incurred. 2 . 10 Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Any impairment loss is charged to income statement in the period in which it arises. Reversal of impairment loss is recognised in the income statement to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, had no impairment loss been recognised. 2 .11 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lesser are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. 25 2 .12 Deferred and current income tax The current income tax charge is calculated on the basis of the tax law enacted or substantively enacted at the reporting date in country where the Bank operates and generates taxable income. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates expected to be applied to temporary differences when they reverse, based on laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 2 .13 Interest income and expense Interest on loans and advances to customers, balances with the Central Bank and balances with other banks are recognised on an accruals basis, except where serious doubt exists as to the collectability, in which case, no interest income is recognised. The policy on the suspension of interest is in conformity with the Central Bank’s guidelines on the suspension of interest on non-performing loans and provision for loan losses. Interest expense on deposits from customers is recognised on an accruals basis. 2 .14 Fee and commission income Fee and commission income is recognised on an accruals basis when the service has been provided. Fee and commission income comprise income received from inward and outward bank transfers, bank guarantees, letters of credit, and others. Loan processing fees are recognised as income when loan is disbursed. 2 .15 Provision Provisions are recognised when the Bank has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. When there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. 2 .16 Related-parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions, or where the Company and the other party are subject to common control or significant influence. Related parties may be individuals or corporate entities and include close family members of any individual considered to be a related party. In accordance with the Law on Banking and Financial Institutions, related parties are defined as parties who hold, directly or indirectly, at least 10% of the capital of the Bank or voting rights and include any individual who participates in the administration, direction, management or internal control of the Bank. 26 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. a) Impairment losses on loans and advances The Bank follows the mandatory assets classification and provisioning as required by Prakas No. B7-09-074 dated 25 February 2009 on asset classification and provisioning in the banking and financial institutions issued by the Central Bank. The Central Bank requires commercial banks to classify their loans, advances and similar assets into five classes and the minimum mandatory level of provisioning is provided, depending on the classification concerned and regardless of the assets pledged as collateral. For the purpose of loan classification, the Bank takes into account all relevant factors which may affect the counterparties’ repayment abilities. b) Taxes Taxes are calculated on the basis of current interpretation of the tax regulations. However, these regulations are subject to periodic variation and the ultimate determination of tax expenses will be made following inspection by the General Department of Taxation. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will have an impact on the income tax and deferred tax provisions in the period in which such determination is made. 4. CASH ON HAND 2013 US$ KHR'000 625,914 2,500,526 11,880 47,461 637,794 2,547,987 Cash on hand: US Dollar Khmer Riel 5. BALANCES WITH THE CENTRAL BANK 2013 US$ KHR'000 Current accounts 12,842,615 51,306,247 Capital guarantee (i) 3,750,000 14,981,250 Reserve requirement (ii) 3,588,633 14,336,589 20,181,248 80,624,086 i) Capital guarantee Under the Central Bank’s Prakas No. B7-01-136 on Capital Guarantee dated 15 October 2001, banks are required to maintain a statutory deposit of 10% of paid-up capital. This deposit is refundable should the Bank voluntarily cease its operations in Cambodia and it is not available for use in the Bank’s day-to-day operations. 27 ii) Reserve requirement The reserve requirement represents the minimum reserve which is calculated at 8% and 12.50% of customers’ deposits in Khmer Riel (KHR) and other currencies respectively. The 4.5% reserve requirement on customers’ deposits in currencies other than KHR earns interest while the remaining 8% of the reserve requirement on customers’ deposits in other currencies and KHR bears no interest. iii) Interest rates The current accounts are non-interest bearing. Annual interest rates on other balances with the Central Bank are summarised as follows: 2013 Capital guarantee Reserve requirement 6. 0.11% 0.00% - 0.10% BALANCES WITH OTHER BANKS 2013 US$ KHR'000 21,000,000 83,895,000 709,576 2,834,756 21,709,576 86,729,756 1,980,661 7,912,741 1,980,661 7,912,741 23,690,237 94,642,497 Balances with local banks: Fixed deposits Current accounts Balances with overseas banks: Current accounts By interest rate 2013 Balances with local banks: Fixed deposits Current accounts 1.00% - 3.75% Nil Balances with overseas banks: Current accounts Nil 28 7. LOANS AND ADVANCES TO CUSTOMERS 2013 US$ KHR'000 Business and commercial loans 3,970,404 15,861,764 Residential home loans 2,225,320 8,890,153 Home investment loans 1,034,300 4,132,029 Home equity loans 650,096 2,597,134 Invoice financing 662,679 2,647,403 1,621,072 6,476,183 10,163,871 40,604,666 (101,639) (406,048) 10,062,232 40,198,618 Overdrafts Provision for loan losses General a) Provision for loan losses Movements of provision for loan losses are as follows: 2013 US$ KHR'000 - - Provision for the period – General provision 101,639 406,048 End of the period 101,639 406,048 At beginning of the period b) By classification 2013 US$ KHR'000 10,163,871 40,604,666 - - 10,163,871 40,604,666 Normal loans Secured Unsecured 29 c) By industry 2013 US$ KHR'000 Wholesale trade 3,254,250 13,000,729 Mortgages 2,225,320 8,890,153 Personnel lending 1,684,396 6,729,162 Manufacturing 1,561,146 6,236,778 Retail trade 969,519 3,873,228 Others 469,240 1,874,616 10,163,871 40,604,666 d) By exposure 2013 Non-large exposure Large exposure US$ KHR'000 10,163,871 40,604,666 - - 10,163,871 40,604,666 Large exposure is defined as overall credit exposure to any single beneficiary that exceeds 10% of the net worth. The exposure is higher of the outstanding loans or commitments and the authorised loans or commitments. e) By Relationship 2013 Non-related parties Related parties US$ KHR'000 10,163,871 40,604,666 - - 10,163,871 40,604,666 30 f) By maturity 2013 US$ Not later than 1 year Later than 1 year and no later than 5 years Later than 5 years KHR'000 2,860,757 2,868,393 4,434,721 11,428,724 11,459,230 17,716,712 10,163,871 40,604,666 g) Interest rate 2013 Business and commercial loans Residential home loans Home investment loans Home equity loans Invoice financing Overdrafts 8. 7.25% - 10.00% 6.99% 6.99% 6.99% 7.50% - 8.00% 7.00% - 9.25% OTHER ASSETS 2013 US$ KHR'000 Accrued interest receivables 169,916 678,814 Prepayments 146,123 583,761 80,185 320,340 396,224 1,582,915 Others 31 9. PROPERTY AND EQUIPMENT Computer Leasehold Office equipment improvements equipment Total US$ US$ US$ US$ - - - - Additions 898,636 828,119 197,241 1,923,996 As at 31 December 2013 898,636 828,119 197,241 1,923,996 - - - - Charge for the period 94,939 76,208 19,561 190,708 As at 31 December 2013 94,939 76,208 19,561 190,708 803,697 751,911 177,680 1,733,288 3,210,770 3,003,884 709,832 6,924,486 Cost As at 28 June 2013 Less: Accumulated depreciation As at 28 June 2013 Net book value as at 31 December 2013 In KHR'000 equivalent 32 10. INTANGIBLE ASSETS Computer software US$ Cost As at 28 June 2013 - Additions 2,695,334 As at 31 December 2013 2,695,334 Less: Accumulated amortisation As at 28 June 2013 - Charge for the period 269,521 As at 31 December 2013 269,521 Net book value as at 31 December 2013 2,425,813 In KHR'000 equivalent 9,691,123 11. DEPOSITS FROM CUSTOMERS 2013 Current accounts Fixed deposits Savings deposits US$ KHR'000 14,505,665 57,950,132 7,767,053 31,029,377 26,769 106,942 22,299,487 89,086,451 Deposits from customers are expected to be settled within not more than 12 months after the date of the balance sheet. 33 a) By relationship 2013 Non-related parties Related parties US$ KHR'000 22,232,994 88,820,811 66,493 265,640 22,299,487 89,086,451 b) By interest rate 2013 Current accounts 0.00% - 1.50% Fixed deposits 1.75% - 3.75% Savings deposits 12. 0.00% - 0.75% OTHER LIABILITIES 2013 US$ KHR'000 239,863 958,253 Accrued interest payable 20,032 80,028 Accrued bonuses 93,674 374,228 351,602 1,404,650 99,213 396,356 804,384 3,213,515 Amounts due to related parties (Note 21 (c)) Accrued tax payables Others 34 13. SHARE CAPITAL As at 31 December 2013, the authorised share capital comprised 37.5 million shares at par value of US$1 each. All issued shares are fully paid by Hong Leong Bank Berhad, a bank incorporated under the laws of Malaysia. 14. NET INTEREST INCOME 2013 US$ KHR'000 136,034 543,456 2,847 11,374 184,268 736,151 2,870 11,466 326,019 1,302,447 Fixed deposits 24,808 99,108 Current accounts 21,361 85,337 Savings accounts 108 431 46,277 184,876 279,742 1,117,571 Interest income: Loans and advances to customers Balances with the Central Bank Balances with other banks: - Local banks - Overseas banks Interest expense: Net interest income 15. PERSONNEL EXPENSES 2013 US$ KHR'000 Salaries 574,435 2,294,868 Bonuses 93,674 374,228 Other benefits 11,150 44,544 679,259 2,713,640 35 16. GENERAL AND ADMINISTRATIVE EXPENSES 2013 US$ KHR'000 165,088 659,527 Marketing expenses 93,317 372,801 Repair and maintenance 68,970 275,535 Travelling expenses 43,346 173,167 License fees 38,057 152,038 Legal and professional fees 32,973 131,727 Utilities 14,526 58,031 Security expenses 13,180 52,654 Office supplies 9,359 37,389 Communication expenses 5,890 23,531 112,961 451,279 597,667 2,387,679 Rental expenses Others 17. INCOME TAX EXPENSE a) Provision for income tax 2013 At the beginning of the period Income tax expense Income tax paid At the end of the period US$ KHR'000 - - 4,233 16,911 (2,868) (11,458) 1,365 5,453 b) Income tax expense 2013 Current income tax 36 US$ KHR'000 4,233 16,911 c) Reconciliation between income tax expense and accounting loss 2013 US$ KHR'000 (1,474,167) (5,889,296) (294,833) (1,177,859) 78,871 315,090 Temporary differences (130,312) (520,595) Tax on Profit at 20% (346,274) (1,383,364) 4,233 16,911 Accounting loss before tax Tax on Profit calculated at 20% Expenses not deductible for tax purpose Minimum tax In accordance with Law on Taxation, the Bank has an obligation to pay corporate income tax on the higher of either the tax on profit at the rate of 20% of taxable profit or 1% minimum tax. No deferred income tax asset was recognised for the tax losses of the Bank. d) Other tax matter The Bank’s tax returns are subject to periodic examination by the General Department of Taxation (GDT). Some areas of tax laws and regulations may be open to different interpretation; therefore tax amounts reported in the financial statements could be changed at a later date, upon final determined by the GDT. 37 18. CASH AND CASH EQUIVALENTS 2013 Cash on hand US$ KHR'000 637,794 2,547,987 12,842,615 51,306,247 2,690,237 10,747,497 16,000,000 63,920,000 32,170,646 128,521,731 Balances with the Central Bank: Current accounts Balances with other banks: Current accounts Fixed deposits with maturity three months or less 38 19. CASH FLOWS FROM OPERATING ACTIVITIES 2013 Note US$ KHR'000 (1,474,167) (5,889,296) Cash flows from operating activities Loss before income tax Adjustments for: Depreciation charge 9 190,708 761,878 Amortisation charge 10 269,521 1,076,736 Provision for loan losses 7 101,639 406,048 Net interest income 14 (279,742) (1,117,571) (1,192,041) (4,762,205) (10,163,871) (40,604,666) (5,000,000) (19,975,000) (226,308) (904,100) 22,299,487 89,086,451 451,402 1,803,351 6,168,669 24,643,831 156,103 623,631 (26,246) (104,850) (2,868) (11,458) 6,295,658 25,151,154 Change in working capitals Loans and advances to customers Balances with other banks Other assets Deposits from customers Other liabilities Net cash generated in operations Interest received Interest paid Income tax paid Net cash generated from operating activities 7 39 20. COMMITMENTS AND CONTINGENCIES a) Loan commitment and guarantee The Bank had the contractual amounts of the Bank’s off balance sheet financial instruments that commit it to extend credit to customers, guarantee and other facilities as follows: 2013 US$ KHR'000 Term loan commitments 3,042,768 12,155,858 Unused portion of overdrafts 1,128,928 4,510,067 Credit related commitments 1,050,000 4,194,750 400,000 1,598,000 5,621,696 22,458,675 Bank guarantees No material losses are anticipated as a result of these transactions. b) Operating lease commitments The Bank has operating lease commitments in respect of its offices with third party as follows: 2013 US$ KHR'000 No later than 1 year 128,400 512,958 Later than 1 year and no later than 5 years 426,850 1,705,266 555,250 2,218,224 40 21. RELATED-PARTY DISCLOSURES The Bank is wholly owned by Hong Leong Bank Berhad, incorporated in Malaysia. The ultimate parent of the Bank is Hong Leong Financial Group Berhad, incorporated in Malaysia. A number of transactions were entered into with related parties in the normal course of business. The related-party transactions, outstanding balances at the period-end, and related expenses and income for the period are summarised as follows: a) Balances with other banks 2013 Immediate parent US$ KHR'000 3,377 13,492 b) Deposits from related parties 2013 US$ Key management personnel As at 28 June Deposits during the period Withdrawals during the period As at 31 December Interest expense on deposits KHR'000 402,719 (336,226) 1,608,862 (1,343,223) 66,493 265,639 89 356 c) Amount due to related parties 2013 Immediate parent US$ KHR'000 239,863 958,253 d) Key management compensation 2013 Salaries and other benefits US$ KHR'000 342,833 1,369,618 41 22. FINANCIAL RISK MANAGEMENT The Bank’s activities expose it to a variety of financial risks: credit risk, market risk (including currency risk, interest rate risk and price risk), and liquidity risk. Taking risk is core to the financial business, and the operational risks are an inevitable consequence of being in business. The Bank does not use derivative financial instruments such as foreign exchange contract and interest rate swaps to manage its risk exposures. The Bank holds the following financial assets and liabilities: 2013 US$ KHR'000 Financial assets Cash on hand Balances with the Central Bank Balances with other banks Loans and advances to customers* Other assets Total financial assets 637,794 16,431,248 23,690,237 10,163,871 234,934 51,158,084 2,547,987 65,642,836 94,642,497 40,604,666 938,561 204,376,547 Financial liabilities Deposits from customers Other liabilities Total financial liabilities 22,299,487 439,612 22,739,099 89,086,451 1,756,250 90,842,701 Net financial assets 28,418,985 113,533,846 (*) exclude provision for loan losses 22.1 Credit risk The Bank takes on exposure to credit risk, which is the risk that counterparty will cause a financial loss to the Bank by failing to discharge an obligation. Credit risk is the most important risk for the Bank’s business. Credit exposures arise principally in lending activities that lead to loans and advances. There is also credit risk in off-balance sheet financial instruments, such as credit commitments. a) Credit risk measurement The Bank has established the Core Credit Risk Policy which is designed to govern the Bank’s risk undertaking activities. Extension of credit is governed by credit programs which set out the plan for a particular product or portfolio, including the target market, terms and conditions, documentation and procedures under which a credit product will be offered and measured. The Bank also ensures that there is a clear segregation of duties between loan originators, evaluators and approving authorities. b) Risk limit control and mitigation policies The Bank operates and provides loans and advances to individuals or enterprises within the Kingdom of Cambodia. The Bank manages limits and controls concentration of credit risk whenever they are identified. Large exposure is defined by the Central Bank as overall credit exposure to any individual beneficiary which exceeds 10% of the Bank’s net worth. The Bank is required, under the conditions of Prakas No. B7-06-226 of the Central Bank, to maintain at all times a maximum ratio of 20% between the Bank’s overall credit exposure to any beneficiary and the Bank’s net worth. The aggregation of large credit exposure must not exceed 300% of the Bank’s net worth. 42 The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security in the form of collateral for loans and advances to customers, which is common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types to secure for loans and advances to customers are: Mortgages over residential properties (land, buildings and other properties); and Charges over business assets such as land and buildings. c) Impairment and provisioning policies The Bank is required to follow the mandatory credit classification and provisioning in accordance with the relevant Prakas, as stated in Note 2.6. Loans and advances less than 90 days past due are not considered impaired, unless other information available indicates otherwise. d) Maximum exposure to credit risk before collateral held or other credit enhancements 2013 US$ Credit risks exposure relating to on-balance sheet assets: Balances with other banks Loans and advances to customers* Other assets Credit risks exposure relating to off-balance sheet assets: Term loan commitments Unused portion of overdrafts Credit related commitments Bank guarantees As at 31 December KHR'000 23,690,237 10,163,871 234,934 34,089,042 94,642,497 40,604,666 938,561 136,185,724 3,042,768 1,128,928 1,050,000 400,000 5,621,696 12,155,858 4,510,067 4,194,750 1,598,000 22,458,675 39,710,738 158,644,399 (*) exclude provision for loan losses The above table represents a worst case scenario of credit risk exposure to the Bank at 31 December 2013, without taking account of any collateral held or other credit enhancement attached. For on-balance sheet assets, the exposures set out above are based on net carrying amounts excluding general and specific provision. As shown above, 25,59% of total maximum exposure is derived from loans and advances to customers. Management is confident in its ability to continue to control and sustain minimal exposure of credit risk to the Bank resulting from its loan and advance on the followings: 100% of the loans and advances to customers of the Bank is collaterised. Loans and advances granted by the Bank are at approximately 12% to 70% of the collateral value. The Bank has a credit evaluation process in place for granting of loans and advances to customers. 43 e) Loans and advances As at the balance sheet date, exposures of the Bank to credit risk arising from loans and advances to customers (without taking into account of any collateral held or other credit enhancements and provision for loan losses) are as follows: 2013 US$ KHR'000 Loans and advances to customers: Neither past due nor impaired Past due but not impaired Individually impaired Gross loans and advances to customers 10,163,871 10,163,871 40,604,666 40,604,666 (101,639) (406,048) 10,062,232 40,198,618 Less: Provision for loan losses Net loans and advances to customers i) Loan and advances neither past due nor impaired Loans and advances not past due is not considered impaired, unless other information is available to indicate the contrary. ii) Loans and advances past due but not impaired Loans and advances less than 90 days past due are not considered impaired unless other information is available to indicate the contrary. There is no loan and advance that are past due but not impaired as at 31 December 2013. iii) Loans and advances past due and individually impaired In accordance with Prakas No. B7-09-074 dated 25 February 2009 on the classification and provisioning for loan losses, loans and advances past due more than 90 days are considered impaired and a minimum level of specific provision for impairment is made depending on the classification concerned, unless other information is available to indicate the contrary. There is no loan and advance that is individually impaired as at 31 December 2013. iv) Loans and advances renegotiated Restructuring activities include extended payment arrangements, modification and deferral of payments. Following restructuring, the loan is still kept in its current classification unless there is strong evidence of improvement in the customer’s financial condition. There is no renegotiated loan and advance at 31 December 2013. f) Repossessed collateral Repossessed properties have to be sold within one year as required by the Central Bank. Repossessed property is classified in the balance sheet as foreclosed properties if any. During the period, the Bank did not obtain assets by taking possession of collateral held as security. 44 g) Concentration of financial assets with credit risk exposure i. Geographical sector The following table breaks down the Bank’s main credit exposure at their carrying amount, as categorised by geographical region as at 31 December 2013. For this table, the Bank has allocated exposure to countries based on the country of domicile of its counterparties. Cambodia USA Germany Thailand Others Total US$ US$ US$ US$ US$ US$ 21,709,576 1,921,641 35,594 9,374 14,052 23,690,237 10,163,871 - - - - 10,163,871 234,934 - - - - 234,934 As at 31 December 2013 32,108,381 1,921,641 35,594 9,374 14,052 34,089,042 In KHR'000 equivalents 128,272,982 7,676,956 142,198 37,449 56,139 136,185,724 Balances with other banks Loans and advances to customers* Other assets (*) exclude provision for loan losses ii. Industry sector The following table breaks down the Bank’s main credit exposure at their carrying amounts, as categorised by the industry sectors of our counterparties. Financial Wholesale Personnel Manufacinstitutions trade Mortgages lending turing US$ US$ US$ US$ US$ Balances with other banks Loans and advances to customers* Other assets - Others US$ Total US$ - - - 23,690,237 23,690,237 - 129,461 3,254,250 14,293 2,225,320 1,684,396 1,561,146 7,332 8,158 3,330 969,519 4,980 469,240 67,380 10,163,871 234,934 As at 31 December 2013 23,819,698 3,268,543 2,232,652 1,692,554 1,564,476 974,499 536,620 34,089,042 In KHR'000 equivalents 95,159,694 13,057,829 (*) exclude provision for loan losses - Retail trade US$ 8,919,445 6,761,753 6,250,082 3,893,124 2,143,797 136,185,724 45 22.2 Market risk The Bank takes on exposure to market risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk arises from open positions in interest rates, currency and equity products, all of which are exposed to general and specific market movements and changes in the level of volatility of market rates or prices such as interest rates, credit spreads, foreign exchange rates and equity prices. As of 31 December 2013, the Bank did not have financial instruments carried at fair value. The Bank does not use derivative financial instruments such as foreign exchange contract and interest rate swaps to hold its risk exposures. a) Foreign exchange risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Bank’s functional currency. The Bank mainly transacts in US$, which is the Bank’s functional currency and the Bank does not have significant exposure to foreign exchange risk. The table below summarises the Bank’s exposure to foreign currency exchange rate risk at 31 December 2013. Included in the table are the Bank’s financial instruments at carrying amount by currency in US$ equivalent. US$ KHR EUR THB AUD Others Total As at 31 December 2013 Cash on hand Balances with the Central Bank Balances with other banks Loans and advances to customers* Other assets 625,914 16,429,961 23,631,217 10,163,871 234,934 11,880 1,287 - 35,594 - 9,374 - 5162 - 8,890 - 637,794 16,431,248 23,690,237 10,163,871 234,934 Total financial assets 51,085,897 13,167 35,594 9,374 5,162 8,890 51,158,084 Deposits from customers Other liabilities 22,299,487 439,612 - - - - - 22,299,487 439,612 Total financial liabilities 22,739,099 - - - - - 22,739,099 Net on-balance sheet position 28,346,798 13,167 35,594 9,374 5,162 8,890 28,418,985 In KHR'000 equivalent 113,245,458 52,602 142,198 37,449 20,622 35,517 113,533,846 5,621,696 - - - - - 5,621,696 22,458,675 - - - - - 22,458,675 Credit commitments In KHR'000 equivalent (*) exclude provision for loan losses b) Price risk The Bank is not exposed to securities price risk because it does not hold any investment held and classified on the balance sheet either as available for sale or at fair value through profit or loss. 46 c) Interest rate risk Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in the market interest rates. Interest margins may increase as a result of changes but may reduce losses in the event that unexpected movements arise. The management at this stage does not have a policy to set limits on the level of mismatch of interest rate repricing that may be undertaken, however, the management regularly monitors the mismatch. The table below summarises the Bank’s exposure to interest rate risks. It includes the Bank’s financial instruments at carrying amounts, categorised by the earlier of contractual repricing or maturity dates. 1 to 3 months US$ 3 to 12 months US$ 1 to 5 years US$ Over 5 years US$ Noninterest bearing US$ Total US$ 14,134,523 17,690,237 6,000,000 - - - 637,794 2,296,725 - 637,794 16,431,248 23,690,237 151,223 - 451,914 2,257,620 - 2,868,393 - 4,434,721 - 234,934 10,163,871 234,934 31,975,983 6,451,914 2,257,620 2,868,393 4,434,721 3,169,453 51,158,084 Deposits from customers Other liabilities 5,782,423 - 2,191,193 1,531,000 - - - 12,794,871 439,612 22,299,487 439,612 Total financial liabilities 5,782,423 2,191,193 1,531,000 - - 13,234,483 22,739,099 4,434,721 (10,065,030) 28,418,985 Up to 1 month US$ As at 31 December 2013 Cash on hand Balances with the Central Bank Balances with other banks Loans and advances to customers* Other assets Total financial assets Total interest rate repricing gap In KHR'000 equivalent 26,193,560 4,260,721 726,620 2,868,393 104,643,271 17,021,581 2,902,848 11,459,230 17,716,712 (40,209,796) 113,533,846 (*) exclude provision for loan losses 22.3 Liquidity risk Liquidity risk is the risk that the Bank is unable to meet its payment obligation associated with its financial liabilities when they fall due and to replace funds when they are withdrawn. The consequent may be the failure to meet obligations to repay depositors and fulfil commitments to lend. a) Liquidity risk management process The management monitors balance sheet liquidity and manages the concentration and profile of debt maturities. Monitoring and reporting taking the form of daily cash position and project for the next day, week and month respectively, as these are key periods for liquidity management. The management monitors movements of main depositors and projection of their withdrawals. b) Funding approach The Bank’s main sources of liquidities arise from shareholder’s paid-up capital and customers’ deposits. The sources of liquidity are regularly reviewed daily through management’s review of maturity of term deposits and key depositors. 47 c) Non-derivative cash flows The table below presents the cash flows payable the Bank under non-derivative financial liabilities and assets held for managing liquidity risk by remaining contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual undiscounted cash flows, whereas the Bank manages the inherent liquidity risk based on expected undiscounted cash flows. Up to 1 month US$ 1 to 3 months US$ 3 to 12 months US$ 1 to 5 years US$ Over 5 years US$ Total US$ Deposits from customers Other liabilities 18,582,227 28,543 2,197,359 239,863 1,539,933 57,500 93,674 - 22,319,519 419,580 Total financial liabilities (expected maturity dates) 18,610,770 2,437,222 1,597,433 93,674 - 22,739,099 In KHR'000 equivalent 74,350,026 9,736,702 6,381,745 374,228 - 90,842,701 Assets held for managing liquidity risk (expected maturity dates) 31,482,157 6,461,597 2,257,620 2,932,756 8,023,954 51,158,084 125,771,217 25,814,080 9,019,192 11,716,360 32,055,696 204,376,545 In KHR'000 equivalent d) Off-balance sheet items The dates of the contractual amounts of the Bank’s off-balance sheet financial instruments that commit it to extend credit to customers and other facilities (Note 20), are summarised in table below. No later Over than 1 year 1-5 years 5 years Total US$ US$ US$ US$ - 610,000 2,432,768 3,042,768 Unused portion of overdrafts 1,128,928 - - 1,128,928 Credit related commitments 1,050,000 - - 1,050,000 400,000 - - 400,000 2,578,928 610,000 2,432,768 5,621,696 As at 31 December 2013 Term loans commitments Bank guarantees Total loan commitments 22.4 Fair value of financial assets and liabilities As at the balance sheet date, the fair values of financial instruments of the Bank approximate their carrying amounts. The estimated fair values are based on the following methodologies and assumptions: 48 i. Balances with other banks Balances with other banks include current accounts which are non-interest bearing, saving deposits and shortterm deposits. The fair value of deposits and placements with other banks approximates the carrying amount. ii. Loans and advances to customers Loans and advances are net of provision for loan losses. The provision of loan losses is made under the requirements of the Central Bank’s Prakas. iii. Deposits from customers The fair values of deposits payable on demand (current and savings accounts), or deposits with remaining maturity of less than one year are estimated to approximate their carrying amounts. The estimated fair value of deposits with no stated maturities, which includes non-interest bearing deposits, is the amount repayable on demand. The Bank’s fixed interest bearing deposits are not quoted in active market and are short-term. Their fair value approximates the carrying amount. iv. Other assets and other liabilities The carrying amounts of other financial assets and liabilities are assumed to approximate their fair values as these items are not materially sensitive to the shift in market interest rates. 22.5 Capital management The Bank’s objectives when managing capital, which is a broader concept than the ‘equity’ on the face of balance sheet, are: To comply with the capital requirement set by the Central Bank; To safeguard the Bank’s ability to continue as a going concern so that it can continue to provide return for shareholders and benefits for other stakeholders; and To maintain a strong capital base to support the development of business. The Central Bank requires all commercial banks to i) hold minimum capital requirement, ii) maintain the Bank’s net worth at least equal to minimum capital and iii) comply with solvency and liquidity ratios. The table below summarises the composition of regulatory capital: 2013 US$ Tier 1 capital Share capital Retained earnings Less: Intangible assets Tier 2 complementary capital General provision KHR'000 37,500,000 (1,478,400) (2,425,813) 149,812,500 (5,906,207) (9,691,123) 33,595,787 134,215,170 101,639 406,048 33,697,426 134,621,218 As at 31 December 2013, the Bank’s net worth of US$34,028,151 is lower than its minimum capital of US$37,500,000 by US$3,471,849. According to an approval letter from the Central Bank dated 1 November 2013, the Bank has been granted an exemption from the net worth requirement until the year ending 31 December 2015. 49 7. Corporate Information 50 8. Organization Chart 51 9. Corporate Governance, Risk Management and Internal Control 9.1 Board of Directors (“Board”) Roles and Responsibilities of the Board The roles and responsibilities of the Board are set out in the Memorandum and Article of Associations and broadly cover formulation of corporate policies and strategies; overseeing and evaluating the conduct of the Bank’s businesses; identifying principal risks and ensuring the implementation of appropriate systems to manage those risks; and reviewing and approving key matters such as financial results, investments and divestments, acquisitions and disposals and major capital expenditure and such other responsibilities that are required of them by the National Bank of Cambodia (“NBC”) as specified in guidelines, Prakas and circulars issued by NBC from time to time. There is a clear division of responsibilities between the Chairman and the Chief Executive Officer (“CEO”), which are distinct and separate. Although the Chairman is not an independent director, this segregation of responsibilities between the Chairman and the CEO ensures an appropriate balance of roles, responsibilities and accountability. The Chairman ensures the smooth and effective functioning of the Board. CEO is responsible for implementing the policies and decisions of the Board, overseeing the day-to-day operations, setting the plan and direction, tracking compliance and business progress, initiating innovative business ideas to create competitive edge and development of business and corporate strategies with the aim of enhancing shareholder wealth. Re-election of Directors Every year at Annual General Meetings, one-third of the Directors or if their number is not a multiple of three then the number nearest to one-third with a minimum of one shall retire from office. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who become Directors on the same day, the Directors to retire shall unless they otherwise agree among themselves be determined by lot. A retiring Director shall be eligible for re-election. Board’s Code of Ethics The Board observes the Code of Ethics established by the NBC. In addition, the Bank also has a Code of Ethics that sets out sound principles and standards of good practice which are observed by the employee. Board Composition The Board comprises five (5) directors of all whom are non-executive. Of the non-executive directors, two (2) are independent. The profiles of the members of the Board are provided in section 10. The Bank adheres to NBC’s Guidelines and Law on Commercial Enterprise in determining its board composition. The Board shall determine the appropriate size of the board to enable an efficient and effective conduct of board deliberation. The Board shall have a balance of skills and experience commensurate with the complexity, size, scope and operations of the Bank. Board members should have the ability to commit time and effort to carry out duties and responsibilities effectively. The Board recognises the merits of Board diversity in adding value to collective skills, perspectives and strengths to the Board. The Board will consider appropriate targets in Board diversity including gender balance on the Board and will take the necessary measures to meet these targets from time to time as appropriate. The Board is of the view that the current size and composition of the Board are appropriate and effective for the control and direction of the Bank’s business. The composition of the Board also fairly reflects the investment of shareholders in the Bank. 52 The members of the Board of Directors during the financial year and at the date of this report are: Mr Choong Yee How (Chairman, Non-Independent, Non-Executive Director) Mr Quek Kon Sean (Non-Independent, Non-Executive Director) Mr Tan Kong Khoon (Non-Independent, Non-Executive Director) Mr Matthew Nicholas Rendall (Independent Non-Executive Director) Mr Teh Sing (Independent Non-Executive Director) The Board met three (3) times during FYE 2013 with timely notices of issues to be discussed. Details of attendance of each director are as follows:Director Attendance Mr Choong Yee How YBhg Datuk Yvonne Chia 3/3 (1) 1/3 Mr Quek Kon Sean 3/3 Mr Tan Kong Khoon 1/3 (3) Mr Matthew Nicholas Rendall 2/3 (3) Mr Teh Sing 2/3 (2) Note: (1) Resigned on 30 June 2013. (2) Appointed on 20 November 2013. (3) Appointed on 3 July 2013. 9.2 Board Audit Committee (BAC) The BAC is established to give additional assurance to the Board regarding the reliability of the internal control system in operation, including the operational and financial information prepared by Management. The BAC has been established since 23 August 2013 and the members are as follows:Mr Matthew Nicholas Rendall (Chairman, Independent Non-Executive Director) Mr Teh Sing (Independent Non-Executive Director) Mr Tan Kong Khoon (Non-Independent, Non-Executive Director) The BAC’s functions and responsibilities are set out in the Term of Reference (“TOR”) as follows: To nominate and recommend for the approval of the Board, the external auditor(s). To review the external audit fees. To review, with the external auditors, the audit plan. To review, with the external auditors, the audit report and audit findings and the Management’s response thereto. To consider the provision of non-audit services by the external auditors. To review the assistance given by the officers of HLBCAM to the external auditors. To review the quarterly reports and annual financial statements of HLBCAM prior to the approval by the Board. To review the adequacy of the internal audit scope and plan, functions, competency and resources of the Internal Audit Department. 53 To review the report and findings of the Internal Audit Department, including any findings of internal investigations and the Management’s response thereto. To review the adequacy and effectiveness of internal controls and risk management. To review any related party transactions as defined in Article 49 of the Law on Banks and Financial Institutions of Cambodia and any changes thereto from time to time that may arise within HLBCAM. To approve any credit transactions and exposure with connected parties. To decide on the appointment, remuneration, appraisal, transfer and dismissal of the Head, Internal Audit Department. Other functions as may be agreed to by the BAC and the Board. During the FYE 2013, two (2) BAC meetings were held and the attendance of the BAC members was as follows: Member Attendance Mr Matthew Nicholas Rendall Mr Teh Sing Mr Tan Kong Khoon 2/2 2/2 2/2 9.3 Board Risk Management Committee (BRMC) The BRMC is established to oversee senior management’s activities in managing risk exposures and to ensure alignment with the risk strategy and policies approved by the Board of Directors (“Board”). The BRMC has been established since 23 August 2013 and the members are as follows:Mr Teh Sing (Chairman, Independent Non-Executive Director) Mr Matthew Nicholas Rendall (Independent Non-Executive Director) Mr Tan Kong Khoon (Non-Independent, Non-Executive Director) The BRMC’s functions and responsibilities are set out in the TOR as follows: To oversee senior management’s activities in managing credit, market, liquidity, operational, compliance and IT risks and to ensure that the risk management process is in place and functioning. To review and report to the Board on measures taken to identify and examine principal risks faced by the Bank. To review, recommend and/or endorse the Bank’s major risk management strategies, policies and risk tolerance for Board’s approval. To review periodic reports on risk appetite, risk exposure, risk portfolio composition, stress testing and risk management activities. To review and assess adequacy of risk management and compliance policies and framework in identifying, measuring, monitoring and controlling risk and the extent to which these are operating effectively. To ensure infrastructure, resources and systems are in place for risk management functions and that the staff responsible for implementing risk management systems perform those duties independently of the Bank’s risk taking activities. To provide oversight of the Bank’s compliance activities with the view to ensuring that the Bank is in compliance to all established policies, guidelines and external regulations. To review all non-compliance incidences and recommend corrective actions where necessary. To review and consider the impact of new laws, regulations, guidelines affecting the Bank’s operations and ensuring adequate resources are committed and realistic action plans are carried out within the stipulated deadline set. Other risk management and compliance functions as may be agreed to by the BRMC and the Board. 54 During the FYE 2013, two (2) BRMC meetings were held and the attendance of the BRMC members was as follows: Member Mr Teh Sing Mr Matthew Nicholas Rendall Mr Tan Kong Khoon Attendance 2/2 2/2 2/2 9.4 Management Committee (MC) The MC has been established on 22 May 2013 and the members are as follows:Mr Joseph Farrugia (Chairman, Chief Executive Officer) Mr Bin Devin (Head of Operations) Ms Hong Sreynoun (Head of Finance) Mr Christopher John Harris (Head of Credit) Mr Ith Vithou (Head of Human Resources) Mr Krourch Sathya (Head of Business Banking) Mr Rath Sophoan (Head of Consumer Banking) The MC’s functions and responsibilities are set out in the TOR as follows: To track the financial performance of the Bank and consider action plans to address any shortcomings. To monitor the achievement of key result areas and action plans of each Division to ensure Bank’s business plans and budget is on track. To track and review the operations of each of the Division of the Bank. To discuss strategic business plans and resolve critical operational issues of the Bank. To review and resolve critical risk and compliance issues escalated from the periodical risk and compliance review report which include reviewing new products or new activities, operational risk, outsource activities and non-compliance risk. To review and recommend to the HLBG Management, General Circulars and Operational Manuals of the various Divisions for approval. To escalate and recommend to HLBG Product Evaluation & Approval Committee (“PEAC”), the new product / variations to existing product of the Bank for approval. 55 During the FYE 2013, five (5) MC meetings were held and the attendance of the MC members was as follows: Member Attendance Mr Joseph Farrugia Mr Bin Devin Ms Hong Sreynoun Mr Christopher John Harris Mr Ith Vithou 5/5 5/5 5/5 5/5 5/5 Mr Krourch Sathya Mr Rath Sophoan 2/5 5/5 (1) Note: (1) Joined HLBCAM on 23 September 2013. 9.5 Asset and Liabilities Management Committee (ALCO) The ALCO was established to ensure appropriate strategies and policies are developed and implemented for assets, liabilities and capital management of HLBCAM. The ALCO has been established since 22 May 2013 and the members are as follows:Mr Joseph Farrugia (Chairman, Chief Executive Officer) Ms Hong Sreynoun (Head of Finance) Mr Christopher John Harris (Head of Credit) Mr Krourch Sathya (Head of Business Banking) Mr Rath Sophoan (Head of Consumer Banking) The ALCO’s functions and responsibilities are set out in the TOR as follows:Asset-Liability Management and ALM Strategy: Managing the size and structural composition of the balance sheet for efficient allocation and utilization of resources; Managing the sensitivity of the Balance Sheet positions and P & L under different interest rates and macroeconomic scenarios. Capital Management and Profitability Management: 18 Enabling better risk-adjusted return on capital through: Promoting consistent growth in HLBCAM’s assets and liabilities contributing to profit growth with close monitoring of the rate sensitive assets and liabilities; Enhancing the HLBCAM’s profitability through improving Fund Based / Interest Income and Non-Fund Based Fee Income; Managing the relative profitability between different businesses and product segments; Managing the HLBCAM’s regulatory capital and economic capital. 56 Risk Management: Managing HLBCAM’s market / liquidity risks exposures, via formulation and implementation of appropriate risk management strategies, tolerance limits, and policies. The policies, in particular, will cover, among others, interest rate risk, foreign exchange risk, liquidity risk and equity risk. These policies would require the endorsement of HO-ALCO and the approval of HLBCAM-BAC and BRMC. Identify market opportunities and manage hedging activities. Assess HLBCAM’s ability to accommodate risks under normal and stress scenario and explores risk mitigating solutions. Periodically reviews compliance by the business units with limits or constraints set. Funding and Liquidity Management: Formulating funding strategies, measures, triggers and contingency plans to ensure that HLBCAM has an appropriate mix of deposits and sufficient access to the interbank market, to meet liquidity requirements and funding shortfalls at appropriate cost, under normal business circumstances and stressed market situations. Member Attendance Mr Joseph Farrugia 5/5 Ms Hong Sreynoun 5/5 Mr Christopher John Harris 5/5 (1) Mr Krourch Sathya 2/5 Mr Rath Sophoan 5/5 Note: (1) Joined HLBCAM on 23 September 2013. 9.6 Statement on Internal Control Introduction This Statement on Internal Control is made pursuant to the Prakas B7-010-172 Pro-Kor on Internal Control of Bank and Financial Institutions issued by NBC which requires HLBCAM to produce a Statement of Internal Control each year as a part of its Annual Report. Responsibility Of The Board The Board recognises the importance of a sound system of internal controls which covers risk management, financial, organisational, operational, and compliance controls. The Board acknowledges its overall responsibility for the Bank’s system of internal controls which includes the establishment of an appropriate control environment and framework as well as reviewing the effectiveness, adequacy and integrity of this system. The system is also designed to ensure the Bank’s key areas of risks are managed within an acceptable risk profile in order to increase the likelihood that the Bank’s policies and business objectives will be achieved. The Bank has in place an on-going process for identifying, evaluating, monitoring and managing the principal risks affecting the achievement of its business objectives throughout the period. This process is embedded in the conduct of the day-to-day business operations and is regularly reviewed by the Board to ensure the adequacy and integrity of the system. The Board is of the view that the system of risk management and internal control in place for the year under review and up to the date of issuance of the annual report and financial statements is sound to safeguard shareholders’ interest in the Bank, interest of customers, regulators, employees and the Bank’s assets. However, it should be noted that such a system is designed to manage rather than eliminate the risk that may impede the achievement of the Bank’s business objectives. Accordingly, this system can only provide reasonable, and not absolute, assurance against the occurrence of any material misstatement or loss. 57 Types Of Risks The Bank is principally engaged in all aspects of banking business and provision of related financial services. There were no significant changes to this principal activity during the financial year. The risk exposure faced by the Bank during the financial year can be broadly categorised into credit, market, liquidity, and operational risks as follows: Market Risk – is the risk that the value of on and off-balance sheet positions of the Bank will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity prices, credit spreads and/or commodity prices resulting in a loss to earnings and capital. Liquidity Risk – is the risk of potential loss to the bank arising from either its inability to meet its obligations or to fund increases in assets as they fall due without incurring unacceptable cost or losses. Liquidity risk is considered a major risk for banks. Credit Risk – is the risk arises from the potential that an obligor is either unwilling to perform on an obligation or its ability to perform such obligation is impaired resulting in economic loss to the bank. In a bank’s portfolio, losses stem from outright default due to inability or unwillingness of a customer or counter party to meet commitments in relation to lending, trading, settlement and other financial transactions. Operational Risk – is the risk of loss resulting from inadequate or failed internal processes, people and system or from external events. Operational risk is associated with human error, system failures and inadequate procedures and controls. It is the risk of loss arising from the potential that inadequate information system; technology failures, breaches in internal controls, fraud, unforeseen catastrophes, or other operational problems may result in unexpected losses or reputation problems. Operational risk exists in all products and business activities. Risk Management Framework The Board has established an organisational structure with clearly defined lines of accountability and delegated authority as part of its Risk Management Framework. This is achieved through a clearly defined operating structure made up of lines of responsibility and delegated authority. Written policies and procedures have been issued with clearly defined limits of delegated authority and provide a framework for management to deal with areas of significant risk. The key elements and processes that have been established in reviewing the adequacy and effectiveness of the risk management and internal control system include the following: BAC The BAC was established by the Board to give additional assurance to the Board regarding the reliability of the internal control system in operation, including the operational and financial information prepared by Management. The BAC comprises independent non-executive directors. It is authorised by the Board to review any activity of the Bank, to seek any information it requires from any Director or member of Management and all employees are directed to co-operate with any request made by the BAC. It is also authorised to obtain independent legal or other professional advice if it considers necessary. BRMC The BRMC was established by the Board to oversee management’s activities in managing risk exposures and to ensure alignment with the risk strategy and policies approved by the Board. The BRMC comprises independent nonexecutive directors. It is authorised by the Board to review any activity of the Bank, to seek any information it requires from any Director or member of Management, and to obtain independent legal or other professional advice if it considers necessary. MC The MC was established by the Board to manage day-to-day operational issues. The MC comprises of all head of Divisions of the Bank. It is responsible for ensuring that the Bank is effectively managed, delivering the outcome as per business and budget plans, and resolving critical operational, risk management and compliance issues. Furthermore, the MC is also ensure that appropriate strategies and policies were developed and implemented for assets, liabilities and capital management of the Bank. 58 Internal Audit Department (“IAD”) The IAD provides an independent appraisal of all activities of the Bank with the aim to add value as well as to improve the efficiency and effectiveness of operational processes, information systems, risk management and internal controls. The IAD is a vital part of the Bank’s systems and functions in accordance with the policies established by the Board, BAC, and Regulations under the Law on Banking and Financial Institution Act administered by the NBC. The BAC obtains, reviews and reports to the Board on all audit reports; approves the internal audit plans; and transmits to the Management of the Bank, such instructions as it deems necessary for the implementation of recommendations arising from the internal audit reports. Other Key Elements of Internal Control The other key elements of the Bank’s internal control system that are regularly reviewed and are in accordance with the Guidance described below: Clearly defined delegation of responsibilities to Committees of the Board and to Management Committees and business operating units, including authorisation levels for all aspects of the business. Disaster Recovery and Business Continuity Plans have been established to cover key operations and business activities. The plans are tested from time to time and enhanced whenever required. Reviewing the financial performance and consider action plan to address any shortcoming, review the operations of each Division and discuss strategic business plans and resolve critical operational issues. Monitoring the achievement of key result areas and action plans of each Division to ensure that the Bank’s business plans and budget are on track. Reviewing and resolve critical risk and compliance issues escalated from the periodical risk and compliance review reports which include reviewing new products or new activities, operational risk, outsource activities and non-compliance risk. The BRMC oversees management’s activities in managing credit, market, liquidity, operational, compliance, and IT risks to ensure that the risk management process is in place and functioning, and ensuring that infrastructure, resources and systems are in place for risk management functions and that the staff is responsible for implementing risk management systems perform those duties independently of the Bank’s risk taking activities. The BRMC provides an oversight of the Bank’s compliance activities with the view to ensure that the Bank is in compliance to all established policies, guidelines and external regulations. The BRMC also considers the impact of new laws, regulations and guidelines affecting the Bank’s operations and ensuring that adequate resources are committed and realistic action plans are carried out within the stipulated deadline set. The BRMC reviews and assesses adequacy of risk management and compliance policies and framework in identifying, measuring, monitoring and controlling risk and the extent to which these are operating effectively. The BRMC also reviews periodic reports on risk appetite, risk exposure, risk portfolio composition, stress testing and risk management activities as well as all non-compliance incidences and recommend corrective actions where necessary, and/or endorse the Bank’s major risk management strategies, policies and risk tolerance for Board’s approval. The IAD independently reviews the effectiveness of the risk identification, measurement, monitoring, management, limitation and mitigation procedures and processes implemented by management, and reports to the BAC on regular basis. The IAD provides assurance over the operation and validity of the system of internal control in relation to the level of risk involved using Risk-Based-Auditing methodology. The BAC regularly convenes meetings to deliberate on the findings and recommendations for improvement by the IAD, external auditors as well as regulatory authorities. The BAC reviews the actions taken to rectify the findings in a timely manner, and to evaluate the effectiveness and adequacy of the Bank’s internal control systems. MATTHEW NICHOLAS RENDALL Independent, Non-Executive Director 20 February 2014 59 10. Board of Directors’ Profiles Mr Choong Yee How Chairman, Non-Independent, Non-Executive Director Aged 57, Mr Choong Yee How, a Malaysian, obtained a Bachelor of Science in Biochemistry (Honours) degree in 1979 and a Master of Business Administration in 1981 from the University of Otago, New Zealand. Mr Choong has over 28 years of experience in banking, of which 23 were with Citibank in Malaysia. Mr Choong started his career with Citibank Malaysia as a Management Associate and was promoted to assume various senior positions within the Citibank Group; the last being President and Chief Executive Officer of Citibank Savings Inc, Philippines. Mr Choong is currently the President & Chief Executive Officer of Hong Leong Financial Group Berhad (“HLFG”). Mr Choong was appointed to the Board of HLBCAM on 11 January 2013. Mr Choong is also a Director of Hong Leong Bank, HLFG and Hong Leong Capital Berhad (“HLCB”), companies listed on the Main Market of Bursa Malaysia Securities Berhad and Hong Leong Assurance Berhad, Hong Leong Asset Management Bhd, Hong Leong MSIG Takaful Berhad and Hong Leong Investment Bank Berhad, all public companies. Mr Quek Kon Sean Non-Independent, Non-Executive Director Aged 33, Mr Quek Kon Sean, a Malaysian, obtained a Bachelor of Science degree and Master of Science in Economics from the London School of Economics and Political Science. He started his career in investment banking prior to assuming the role of Executive Director of HLFG. He is currently Managing Director, Centre for Business Value of HL Management Co Sdn Bhd. Mr Quek was appointed to the Board of HLBCAM on 11 January 2013. Mr Quek is also a Director of HLB, HLFG and HLCB, companies listed on the Main Market of Bursa Malaysia Securities Berhad and Hong Leong Assurance Berhad, a public company. Mr Tan Kong Khoon Non-Independent, Non-Executive Director Aged 56, Mr Tan Kong Khoon, a Singaporean, holds a Bachelor of Business Administration degree from Bishop’s University, Canada and is an alumnus of the Harvard Business School Advance Management Program. Mr Tan was the Group Executive, Consumer Banking Group of Development Bank of Singapore (“DBS”) from 1 December 2010 to 15 April 2013 where he led and managed strategy formulation and execution for consumer banking globally across the DBS Group. Mr Tan began his banking career with DBS in 1981. Since then, he had successfully built consumer banking franchises across multiple markets in Asia for Citibank, Standard Chartered Bank and ANZ Bank. From March 2007 to December 2009, Mr Tan was President and Chief Executive Officer of Bank of Ayudhya, the fifth largest bank in Thailand listed on the Thailand Stock Exchange. Under his leadership, Bank of Ayudhya had expanded rapidly in its business and turnover. Mr Tan was appointed to the Board of HLBCAM on 20 November 2014 and is a member of the BAC and BRMC of HLBCAM. Mr Tan is also the Group Managing Director/Chief Executive Officer of HLB. Matthew Nicholas Rendall Independent, Non-Executive Director Aged 49, Mr Matthew Nicholas Rendall, is British by birth and has Australian and Cambodian citizenship as well. 60 Mr Rendall is a lawyer by profession and is currently the Senior Partner of Zicolaw and its affiliate Cambodia office, Soksiphana & associates, a large law group headquartered in Kuala Lumpur with offices in 8 of the ASEAN countries plus Australia. Before joining Zicolaw, he was the Managing Partner for 12 years of Sciaroni & Associates, a leading legal and professional services firm based in Cambodia, providing advice and business insight to Cambodia to corporations. Mr Rendall has been working in the legal sector in Cambodia since 1994 and was an Associate of Sciaroni & Associates from 2002 to 2004, and assumed the position as Managing Partner since 2004. He had held office as coChair of the government working group sub-committee on land law, served as a professor of law at Cambodia’s national law school, Royal University of Law, and was a legal trainer for the Municipality of Phnom Penh and Ministry of Land Management. Mr Rendall was appointed to the Board of HLBCAM on 3 July 2013 and is a member of the BAC and BRMC. Mr Teh Sing Independent, Non-Executive Director Age 62, Mr Teh Sing, a Malaysian, obtained a Diploma in Management in 1987. Mr Teh Sing initially came to Cambodia in 1992 as Sales Director with Cambrew Limited, the manufacturer and distributor of Angkor Beer and Pepsi products who incidentally is still the number one company in Cambodia today in terms of beer market share ahead of the likes of Tiger beer. He retires as the Chief Operating Officer of Cambrew Ltd in 2006. Mr Teh Sing is also one of the Founding members of the Cambodian Federation of Employers and Business Associations (CAMFEBA), which also help to found the Association of Cambodian Recruiting Agencies. CAMFEBA is the only and largest federation of employers, which represents the rights and industrial interests of employers in term of labour matters in the country. Mr Teh Sing is the President of the Malaysian Business Council of Cambodia (MBCC), which connects Malaysian nationals and Malaysian companies operating in Cambodia and enhances networking opportunities and information sharing between Malaysia and Cambodia. Mr Teh Sing was appointed to the Board of HLBCAM on 3 July 2013 and is a member of the BAC and BRMC. 61 11. Management Committee’s Profiles Mr Joseph Farrugia Chief Executive Officer Aged 50, Mr Joseph Farrugia, an Australian, has 33 years’ experience working in Banking Industry. Mr Farrugia joined Hong Leong Bankon 30 July 2012 as CEO of HLBCAM. Mr Farrugia previously worked for the ANZ Banking Group Ltd where he spent nearly 31 years. His last 6 years have been in South East Asia where he was instrumental in building the Retail Bank for ANZ in Cambdia for almost five years. Mr Farrugia’s most recent appointment was Head of Retail Banking for Vietnam and the Greater Mekong Region which incorporates Cambodia and Loas where he drove the Retail agenda to build up the Franchise model. In July 2012, Mr Farrugia joined HLBCAM as Chief Executive Officer and is a member of ALCO and MC. Mr Devin Bin Head of Operations Aged 35, Mr Devin Bin, a Cambodian national, obtained dual Master's Degrees in 2002 through a study exchange program (Master of Business Administration from the Asian Institute of Technology, Thailand, and a Specialized Master in International Project Management from ESCP Europe, France) as well as a postgraduate degree in Management Science in 2003 from the University of Paris II, France. After over 3 years of working at management level in international organizations in Cambodia, Mr Bin started his banking career at ANZ Royal Bank (Cambodia) Ltd in 2007 as Assistant Electronic Banking Services Manager in Operations Department, and was promoted to various roles including Service Quality/Branch Operations, Credit Card Issuing and Acquiring, and Branch Network Management. In May 2011, he was appointed as Chief of Mail Operations/Deputy Chief of Operations Support Unit at the United Nations Office in Geneva, Switzerland, following his success in a National Competitive Recruitment Examination. Passionate in banking career, Mr Bin returned to Cambodia in September 2012 and was appointed as Head of Operations working on the setup project to incorporate Hong Leong Bank in Cambodia. He is also a member of MC. Ms Sreynoun Hong Head of Finance Aged 30, Ms Sreynoun Hong obtained her Master of Accounting from the University of Melbourne- Australia and Bachelor of Business Administration in Accounting from the National University of Management (Cambodia). From 2004-2010, Ms Hong was the Financial Controller in the Financial Affair Department of the Ministry of Economy and Finance, and the Finance Analyst for ANZ Royal Bank. In 2010, she joined CIMB Bank PL and thereafter carrying the role as Head of Treasury until April 2013, member of Management Committee, Risk Committee, and ALCO. In April 2013, Ms Hong joined HLBCAM as the Head of Finance and is a member of ALCO and MC of HLBCAM. She is currently pursuing a further degree to join the global body for professional accountants; ACCA (the Association of Chartered Certified Accountants). Mr Christopher John Harris Head of Credit Aged 64, Mr Christopher John Harris, a British/Australian, is a long-term seasoned banker. After 6 years in banking in the UK, Mr Harris joined the ANZ Banking Group, Australia in 1972 and worked for that bank continuously for 40 years, before commencing semi-retirement during 2012. 62 His career has spanned many streams in banking, but has focused on lending and credit risk for the major period. He has held numerous risk related senior roles throughout ANZ Australia, as well as a large number of Pacific Countries. Prior to finishing with ANZ, Mr Harris worked for 6 years in Cambodia, where he was the Chief Risk Officer for the Bank’s operations. In early 2013 he joined HLBCAM as the Head of Credit of HLBCAM and is a member of ALCO and MC. Mr Vithou Ith Head of Human Resources Aged 34, Mr Vithou Ith, a Cambodian, obtained dual Master Degrees in 2003 through a study exchange program (Master of Business Administration from the Asian Institute of Technology, Thailand, and Master of Human Resources from Centre Franco-Vietnamien de Formation à la Gestion, Vietnam) as well as two bachelor degrees in Accounting from Norton University and Enterprise Management from Royal University of Law and Economic, Cambodia. Mr ith has been in his HR career for 11 years in 5 different organizations including PRASAC MFI, Vattanac Bank, ANZ Royal Bank, Manulife and HLBCAM. He has held various positions from a junior role as HR Administration Officer and moved to management roles as Personnel Manager, Remuneration & Benefits Manager, Human Resources Consultant and Head of Human Resources. In February 2013, Mr Ith was appointed as Head of Human Resources at HLBCAM. Mr Sathya Krourch Head of Business Banking Aged 42, Mr Sathya Krourch, a Cambodian, obtained a Bachelor of Business of Administration major in Finance and Accounting from National University of Management in Phnom Penh and further received Master Degree of Business Administration and Finance from Charles Sturt University in Phnom Penh. Mr. Krourch has over 16 years of banking experience and has been working in 4 different banks including of CCB, UCB, ANZR and HLBCAM. Mr Krourch has held various roles including as payment officer of international payment department, then moved to work in Business Banking as assistant relationship, relationship manager, senior relationship manager, and senior relationship manager of Lending Services mainly managed the collection and high risk account in Risk Department. Mr Krourch’s most recent job was Senior Credit Manager with ANZ Royal (Cambodia) Ltd. In Sept 2013, Mr Krourch left ANZ Royal (Cambodia) Ltd and joined HLBCAM as Head of Business Banking. He is also a member of ALCO and MC. Mr Sophoan Rath Head of Consumer Banking Aged 40, Mr Sophoan Rath, a Cambodian, obtained a Bachelor of Laws in Phnom Penh and got Master of Laws from the National University of Singapore as a NUS ASEAN Fellow. Mr Rath has almost 20 years of professional experience of which 7 years were in banking and life insurance. Mr Rath started and spent his early 13 years working in translation, administrative, financial and grant and project management fields with United Nations, Australian and American diplomatic missions in Cambodia. Mr Rath took on a challenge to enter a banking career with ANZ Royal Bank mid-2006 and spent 5.5 years in various managerial roles within Retail Banking such as Branch Manager, Regional Manager and Head of Products. He also spent a year at ANZ Head office in Melbourne, working as a Strategy Analyst with Consumer and Small Business Banking. Mr Rath left ANZ Royal Bank to join a Prudential Cambodia in Oct. 2011 as Director of Operations and IT, responsible for the setting up of the infrastructures including IT and life insurance operations functions. In March 2013, Mr Rath left Prudential Cambodia and joined HLBCAM as Head of Consumer Banking. He is also a member of ALCO and MC of HLBCAM. 63 12. Group Network of Branches HLBCAM was incorporated on 18 February 2013 and commenced business on 8th July 2013 with a branch located at its Head Office in Phnom Penh. HLBCAM is a fully-owned subsidiary of HLB based in Kuala Lumpur, Malaysia. Today HLB has over 300 branches, Sales and Business Centres in Malaysia, Singapore, Hong Kong and Vietnam. Below are the addresses of our key representations: Cambodia Head Office and Main Branch No. 28, Samdech Pan Avenue, Sangkat Boeung Raing Khan Daun Penh, Phnom Penh Malaysia Head Office Wisma Hong Leong, 18 Jalan Perak 50450 Kuala Lumpur Vietnam Head Office Ground Floor, Centec Tower 72-74 Nguyen Thi Minh Khai, District 3 Ho Chi Minh City Singapore 20 Collyer Quay # 01-02 Singapore 049319 Hong Kong 12F The Center, 99 Queen's Road, Central, Hong Kong