APEX - ANNUAL REPORT 2016

149 Pages·2017·1.74 MB·English

2016
Annual Report
27
th
Annual
General
Meeting
Date : 19th May 2017
Time : 11.00 a.m.
Venue : Conference Room, 10th Floor,
Menara Apex, Off Jalan Semenyih,
Bukit Mewah, 43000 Kajang,
Selangor Darul Ehsan.
2016
Contents
02 34
Notice of Annual General Meeting Audit Committee Report

07 37
Statement Accompanying Notice of Annual General Meeting Statement on Risk Management and Internal Control

08 40
Directors’ Profile Directors’ Responsibility Statement

10 41
Senior Management Profile Group Financial Highlights

11 44
Chairman’s Statement Management Discussion & Analysis

14 46
Corporate Structure Additional Compliance Information

15 47
Corporate Information Financial Statements

16 140
Corporate Governance Statement Shareholders’ Analysis Report

30 143
Corporate Sustainability Statement List of Properties

31
Corporate Social Responsibility • Form of Proxy
Annual Report 2016 2 Apex equity Holdings BerHAd (208232-A)
NotiCe of
Annual General Meeting
NOTICE IS HEREBY GIVEN that the 27th annual General MeetinG of apex equity
holdinGs Berhad (“the CoMpany) will Be held at the ConferenCe rooM, 10th floor,
Menara apex, off Jalan seMenyih, Bukit Mewah, 43000 kaJanG, selanGor darul
ehsan on friday, 19 May 2017 at 11.00 a.M. for the followinG purposes:
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 31 December 2016 and (Please refer to
the Reports of Directors and Auditors thereon. Explanatory Note 1)
2. To declare a Single Tier Final Dividend of 5 sen per share for the financial year ended 31 Resolution 1
December 2016.
3. To re-elect Dato’ Azizan bin Abd Rahman as Director of the Company who retires by rotation Resolution 2
pursuant to Article 102 of the Company’s Articles of Association and being eligible, offers himself
for re-election.
4. To re-elect Ms. Chithra Ganesalingam as Director of the Company who retires pursuant to Article Resolution 3
109 of the Company’s Articles of Association and being eligible, offers herself for re-election.
5. To re-appoint Messrs Crowe Horwath as the Auditors of the Company and to authorise the Resolution 4
Directors to fix their remuneration.
Special Business
6. To approve the payment of Directors’ fees of RM50,000.00 each to the Non-Executive Directors Resolution 5
in respect of financial year ended 31 December 2016.
7. To approve the payment of Directors’ fees of up to 75,000.00 each and benefits of up to Resolution 6
RM3,000.00 each to the Non-Executive Directors with effect from 1 January 2017 until the next
Annual General Meeting of the Company.
8. AUTHORITY TO ALLOT SHARES IN ACCORDANCE TO SECTION 75 & 76 OF THE Resolution 7
COMPANIES ACT, 2016.
To consider and if thought fit, to pass the following resolution as Ordinary Resolution:
Annual Report 2016 3 Apex equity Holdings BerHAd (208232-A)
Notice of Annual General Meeting
“THAT subject always to the Companies Act, 2016 (“the Act”), Articles of Association of the
Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/
regulatory bodies, where such approval is necessary, the Directors of the Company be and are
hereby empowered pursuant to Section 75 & 76 of the Act, to issue and allot shares in the capital
of the Company from time to time upon such terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem fit PROVIDED THAT the aggregate number of
shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the
Company for the time being AND THAT such authority shall continue in force until the conclusion
of the next Annual General Meeting.”
9. PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY- BACK Resolution 8
To consider and if thought fit, to pass the following resolution as Ordinary Resolution:
“THAT subject to the Companies Act, 2016 (“the Act”), rules, regulations, orders and guidelines
made pursuant to the Act, and the requirements of Bursa Malaysia Securities Berhad (“BMSB”),
and other relevant authorities, the Directors of the Company be and are hereby unconditionally
and generally authorized to:
(i) buy-back shares in the Company, at any time and upon such terms and conditions and for such
purposes as the Directors may, in their discretion deem fit (“the Proposed Share Buy- Back”),
provided that the aggregate number of shares which may be purchased and/or held by the
Company pursuant to this Resolution shall not exceed ten per centum (10%) of the issued
and paid-up share capital of the Company for the time being and the total funds allocated
shall not exceed the total retained earnings of the Company which would otherwise be
available for dividends AND THAT such authority shall commence immediately upon passing
of this Resolution and continue to be in force until the conclusion of the next Annual General
Meeting (“AGM”) of the Company (unless earlier revoked or varied by ordinary resolution of
the shareholders of the Company in general meeting or upon the expiration of the period
within the next AGM is required by law to be held, whichever occurs first);
(ii) retain the shares so purchased as treasury shares or cancel them or both, with an appropriate
announcement to be made to BMSB in respect of the intention of the Directors whether to
retain the shares so purchased as treasury shares or cancel them or both together with the
rationale of the decision so made;
(iii) deal with the shares purchased in the manner prescribed by the Act, rules, regulations and
orders made pursuant to the Act and the requirements of BMSB and any other relevant
authorities for the time being in force; and
(iv) take all such steps as are necessary or expedient to implement or to effect the purchase of
the shares.”
Annual Report 2016 4 Apex equity Holdings BerHAd (208232-A)
Notice of Annual General Meeting
10. RETENTION OF INDEPENDENT DIRECTOR Resolution 9
To consider and if thought fit, to pass the following resolution as Ordinary Resolution:
“THAT approval be and is hereby given to Dato’ Azizan bin Abd Rahman, who has served as an
Independent Non-Executive Director of the Company for a cumulative term of more than nine (9)
years, to continue to act as an Independent Non-Executive Director of the Company.”
11. To transact any other ordinary business of which due notice shall be given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT subject to the shareholders’ approval for the payment of Single Tier Final Dividend of
5 sen per share in respect of the financial year ended 31 December 2016 (“Dividend”) under Resolution 1 at the 27th Annual
General Meeting of the Company, the Dividend will be paid to the Shareholders on 14 June 2017. The entitlement date for the
Dividend shall be 31 May 2017.
Shareholders of the Company will only be entitled to the Dividend in respect of:
a) securities transferred into their securities account before 4.00 p.m. on 31 May 2017 for transfers; and
b) securities bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
By Order of the Board
Tan Cheng Han (MIA 11280)
Low Kim Heow (MAICSA 7007682)
Ng Heng Hooi (MAICSA 7048492)
Wong Mee Kiat (MAICSA 7058813)
Company Secretaries
Kajang
27 April 2017
Annual Report 2016 5 Apex equity Holdings BerHAd (208232-A)
Notice of Annual General Meeting
Notes: 4. Where a member is an exempt authorised nominee
(“EAN”), as defined under the Securities Industry
1. For purpose of determining who shall be entitled to (Central Depositories) Act 1991 which holds ordinary
attend this meeting in accordance with Article 68(b) of shares in the Company for multiple beneficial owners
the Company’s Articles of Association and Section 34(1) in one securities account (“omnibus account”), there is
of the Securities Industry (Central Depositories) Act, no limit to the number of proxies which the EAN may
1991, the Company shall be requesting Bursa Malaysia appoint in respect of each omnibus account it holds.
Depository Sdn Bhd to issue a General Meeting Record
of Depositors as at 12 May 2017 and only Depositors 5. All forms of proxy must be deposited at the Company’s
whose name appear on such Record of Depositors shall Registered Office at 6th Floor, Menara Apex, Off Jalan
be entitled to attend the said meeting or appoint proxies Semenyih, Bukit Mewah, 43000 Kajang, Selangor
to attend and/or vote on his/her behalf. Darul Ehsan, not less than forty-eight (48) hours before
the time appointed for holding the meeting or any
2. A member entitled to attend and vote at the meeting adjournment thereof.
is entitled to appoint one or more proxies to attend and
vote in his stead. Where a member appoints two proxies, 6. Any alteration in this form must be properly signed by
the appointments shall be invalid unless he specifies the member.
the proportion of his holdings to be represented by each
proxy. A proxy need not be a member of the Company
but must attend the meeting in person to vote. The EXPLANATORY NOTES ON SPECIAL BUSINESS:
instrument appointing the proxy shall be in writing. If
the appointor is a corporation the proxy appointed must Item 1 of the Agenda
be in accordance with the Memorandum and Articles
of Association of the corporation, and the instrument The Audited Financial Statements are for discussion only
appointing a proxy shall be given under the corporation’s as they do not require shareholders’ approval pursuant to
common seal or under the hand of an officer or attorney Section 340(1) of the Companies Act, 2016. Hence, this
of the corporation duly authorised in that behalf. Agenda will not be put for voting
3. Where a member is an authorised nominee, as defined Resolution 5:
under the Securities Industry (Central Depositories) Act The proposed Ordinary Resolution is in accordance with
1991, it may appoint at least one(1) proxy in respect of Article 110 of the Company’s Articles of Association and if
each securities account it holds with ordinary shares of passed, will authorize the payment of Directors’ Fees to the
the Company standing to the credit of he said securities Non-Executive Directors of the Company for their services
account. as Directors for the financial year ended 31 December 2016.
Annual Report 2016 6 Apex equity Holdings BerHAd (208232-A)
Notice of Annual General Meeting
EXPLANATORY NOTES ON SPECIAL BUSINESS Resolution 8:
(CONT’D): The proposed Ordinary Resolution, if passed, will empower
the Directors of the Company to purchase the Company’s
Resolution 6: shares up to ten per centum (10%) of the issued and paid
Pursuant to Section 230(1) of the Companies Act 2016 up share capital of the Company by utilizing the funds
which came into force on 31 January 2017, fees and allocated which shall not exceed the total retained earnings
benefits (“Remuneration”) payable to the Directors of the of the Company. The authority, unless revoked or varied
Company will have to be approved by the shareholders at a at a general meeting, will expire at the conclusion of the
general meeting. The Company is requesting shareholders’ next Annual General Meeting of the Company. For further
approval for the payment of Remuneration to Non-Executive information, please refer to the Circular to Shareholders
Directors for the period commencing 1 January 2017 up till dated 27 April 2017.
the next Annual General Meeting of the Company in 2018.
The Remuneration comprises fees and meeting allowances Resolution 9:
payable to non-executive directors The Nominating Committee has assessed the independence
of Dato’ Azizan bin Abd Rahman, who has served as an
Resolution 7: Independent Non-Executive Director of the Company
The proposed Ordinary Resolution, if passed, will authorize for a cumulative term of more than nine (9) years, and
the Directors of the Company to issue not more than 10% recommended him to continue act as an Independent Non-
of the issued share capital of the Company subject to the Executive Director of the Company based on the following
approvals of all relevant governmental/regulatory bodies. justifications:
This is the renewal of the mandate obtained from the a) He fulfilled the criteria under the definition of
members at the last Annual General Meeting (“the previous Independent Director as stated in the Main Market
mandate”). The previous mandate was not utilized and Listing Requirements of Bursa Malaysia Securities
accordingly no proceeds were raised. Berhad, and thus, he would able to function as a check
and balance, bring an element of objectivity to the
The purpose of the renewal of the mandate is for further Board;
possible fund raising exercises including but not limited b) His vast experience in the industry and background
to further placement of shares for purpose of funding would enable him to provide the Board with a diverse
current and/or future investment projects, working capital, set of experience, expertise and independent judgment
repayment of borrowings and/or acquisitions. to better manage and run the Group;
c) He has been with the Company for more than nine
(9) years and is familiar with the Company’s business
operations and the property development market; and
d) He has exercised his due care during his tenure as an
Independent Non-Executive Director of the Company
and carried out his professional duties in the interest of
the Company and shareholders.
Annual Report 2016 7 Apex equity Holdings BerHAd (208232-A)
stAteMeNt ACCoMpANyiNG
Notice of Annual General Meeting
(pursuant to paragraph 8.27(2) of the Main Market listing requirements of Bursa Malaysia securities Berhad)
1. Ms. Chithra Ganesalingam is standing for re-election as per agenda 4 of the Notice of 27th AGM. Her profile is stated on
page 9 of the Annual Report.
Annual Report 2016 8 Apex equity Holdings BerHAd (208232-A)
direCtors’
profile
MR. CHAN GUAN SENG DATO’ AZIZAN BIN ABD RAHMAN, DMSM, DSDK
Executive Chairman Independent Non-Executive Director
Malaysian, male, aged 63, Mr. Chan Guan Seng was Malaysian, male, aged 67, Dato’ Azizan was appointed
appointed to the Board of Apex Equity Holdings Berhad to the Board of APEX on 21 November 1990. He is the
(“APEX”) on 21 November 1990. He retired at the 22nd Chairman of the Nominating Committee and a member of
Annual General Meeting held on 21 June 2012 and was the Audit Committee and Remuneration Committee. He is
subsequently appointed to the Board of APEX on 26 June also the Senior Independent Director of the Company.
2012. He is also the Managing Director of JF Apex Securities
Berhad (“JFAS”), a wholly-owned subsidiary of APEX. He is a Dato’ Azizan started his career as a Shipping Executive at
member of the Remuneration Committee. Harper Gilfillan (M) Sdn Bhd after graduating from University
of Malaya in 1973 with a degree in Bachelor of Arts. He
Mr. Chan graduated with a Bachelor of Commerce (Honours) joined Pernas MISC Shipping Agencies Sdn Bhd as a Branch
Degree from the University of Melbourne, Australia in Manager in 1975 until 1980 serving in Penang and Johor.
1976. He is a Fellow member of the Institute of Chartered He then became MISC Marketing Manager in the Tanker
Accountants, Australia. Mr. Chan has a total of thirty-seven Department and was later attached to Panocean Tankers
(37) years working experience in the securities industry. He Ltd. in London.
does not hold any directorship in any public companies.
Dato’ Azizan left MISC to join JF Apex Securities Berhad in
Mr. Chan attended four (4) Board meetings held during the 1982 as Director and launched his career in stockbroking
year ended 31 December 2016. and finance. As a stockbroker, he was an active member
of the stockbrokers fraternity and had held the post of
Chairman of the Association of Stockbroking Companies of
Malaysia until he left the industry. Dato’ Azizan is currently
the Chairman of Eastern & Oriental Berhad and also sits on
the board of TH Plantations Berhad.
Dato’ Azizan attended three (3) out of four (4) Board
meetings held during the year ended 31 December 2016.