ho w ah genting berhad annual repor t 2017

133 Pages·2017·1.76 MB·English

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Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150 Kuala Lumpur
T 603 2143 8811 F 603 2141 7477
VISION
S
1
Notice of Annual General
“ Customer Meeting
Oriented, Quality 4
Corporate Information
Assurance T
and Price 5
Group Corporate Structure
Competitiveness”
6
We aim to be a globally Board of Directors and Group
recognized Supplier of raw President
N
materials, semi finished and
8
finished products.
Profile of Board of Directors
12
Profile of Key Senior Management
MISSION
14
Group Executive Chairman’s
E
Statement
17
Our focus is:
Corporate Social Responsibility
Statement
21
To provide quality products and
services that fully meet their TManagement Discussion and
Analysis
requirements and expectations. To
develop new and innovative products
34
to improve their competitiveness
Our Customers Corporate Governance
within their markets.
Overview Statement
To provide a safe working N48
Audit Committee Report
environment that encourages
trust, commitment and personal
50
development and involvement.
Our Employees Sustainability Statement
52
Statement On Risk Management
To manage the business profitably
And Internal Control
for continuation and growth of the
O
Company.
54
Our Stockholders
Directors’ Responsibility Statement
55
To respond pro-actively to Financial Statements
environmental issues as a part
of our business approach in the 123
production process especially to CAnalysis of Shareholdings
adopt the practices of using the most
environmental friendly, ecological 125
Our Environment
and cost effective extraction method. Analysis of Warrantholdings
127
List of Properties
To promote good spirit of corporate
citizenship culture and contribute
towards fulfillment of social Proxy Form
Our Community responsibility.
Ho Wah Genting Berhad (272923-H) annual report 2017
1
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Twenty Fifth Annual General Meeting (“AGM”) of the
Company will be held at Mandarin A, Level 6, Mandarin Court Hotel Kuala Lumpur, No. 55, Jalan
Maharajalela, 50150 Kuala Lumpur on Wednesday, 30 May 2018 at 9:30 a.m. for the following businesses:
AGENDA
As Ordinary Business
1. To receive the audited Financial Statements of the Company for the financial year ended 31 Please refer to
December 2017 and the Reports of the Directors and Auditors thereon. Note A
2. To approve the payment of Directors’ fees and benefits payable amounting to RM157,857 for the Resolution 1
financial year ended 31 December 2017.
3. To approve the payment of Directors’ fees of RM30,000 per annum and meeting allowance of RM500 Resolution 2
per day per Non-Executive Director for the financial year ending 31 December 2018.
4. To re-elect the following Directors retiring pursuant to Article 99 of the Company’s Articles of
Association:
4.1 Mr. Wong Tuck Jeong Resolution 3
4.2 Mr. Tee Lay Peng Resolution 4
4.3 Mr. Lim Wee Kiat Resolution 5
5. To re-appoint Messrs Russell Bedford LC & Company as Auditors and to authorize the Board of Resolution 6
Directors to fix their remuneration.
As Special Business
To consider and if thought fit, to pass the following resolutions:
6. Ordinary Resolution Resolution 7
Authority to Allot Shares Pursuant to Section 76 of the Companies Act, 2016 (“the Act”)
“THAT subject to the Act, the Articles of Association of the Company, approval from Bursa Malaysia
Securities Berhad and other relevant authorities, where such approval is necessary, authority be and
is hereby given to the Board of Directors pursuant to Section 76 of the Act, to issue and allot shares
in the Company at any time upon such terms and conditions and for such purposes as the Directors
may in their discretion deem fit, provided always that the aggregate number of shares to be issued
does not exceed ten percent (10%) of the total number of issued shares of the Company for the
time being and the Directors be and are also empowered to obtain approval for the listing of and
quotation on Bursa Malaysia Securities Berhad, for the additional shares so issued and THAT such
authority shall continue to be in force until the conclusion of the next Annual General Meeting of the
Company.”
7. Ordinary Resolution
Retention of Independent Non-Executive Directors
7.1 “THAT subject to the passing of Resolution 3, Mr. Wong Tuck Jeong be retained as Independent Non- Resolution 8
Executive Director of the Company pursuant to the Malaysian Code of Corporate Governance
2017.”
7.2 “THAT subject to the passing of Resolution 4, Mr. Tee Lay Peng be retained as Independent Non- Resolution 9
Executive Director of the Company pursuant to the Malaysian Code of Corporate Governance
2017.”
7.3 “THAT Dato’ Mohd Shahar Bin Abdul Hamid be retained as Independent Non-Executive Director Resolution 10
of the Company pursuant to the Malaysian Code of Corporate Governance 2017.”
8. Ordinary Resolution Resolution 11
Proposed Renewal of and New Shareholders’ Mandate for The Recurrent Related Party Transactions
(“RRPT”) of a Revenue or Trading Nature
“THAT subject to Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and
is hereby given to the Company and its subsidiaries (“the Group”) to enter into and to give effect to
the category of recurrent related party transactions of a revenue or trading nature from time to time
as specified in Section 2.4 of the Circular to Shareholders dated 30 April 2018, provided that such
transactions are:
2 Ho Wah Genting Berhad (272923-H) annual report 2017
Notice of Annual General Meeting (cont’d)
(i) recurrent transactions of a revenue or trading nature;
(ii) necessary for the Company’s day-to-day operations;
(iii) carried out in the ordinary course of business on normal commercial terms which are not more
favourable to the related parties than those generally available to the public; and
(iv) not to the detriment of minority shareholders,
(the “mandate”);
AND THAT the authority conferred by such mandate shall commence immediately upon the passing
of this ordinary resolution and continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM
at which such mandate was passed, at which time it will lapse, unless by a resolution passed at
the next meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM of the Company after that date is required
to be held pursuant to Section 340(2) of the Act (but must not extend to such extension as may be
allowed pursuant to Section 340(4) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier;
AND FURTHER THAT the Directors of the Company be authorized to complete and do all such acts and
things (including executing such documents as may be required), as they may consider expedient or
necessary to give effect to the mandate.”
9. To transact any other business of which due notice shall have been given in accordance with the
Act.
By Order of the Board
Coral Hong Kim Heong
(MAICSA 7019696)
Company Secretary
Kuala Lumpur
Date: 30 April 2018
Notes:
A This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Act and the Company’s Articles of Association
do not require a formal approval of the shareholders and hence, is not put forward for voting.
1. Members Entitled To Attend: only members whose names appear in the Record of Depositors as at 23 May 2018 shall be entitled to attend
the meeting.
2. Voting By Poll: Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Bhd, all the resolutions
set out in this Notice shall be put to vote by poll.

3. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead.
A proxy appointed to attend and vote shall have the same rights as the member to speak at the meeting.

4. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it
may appoint not more than two (2) proxies in respect of each securities account it holds.
Ho Wah Genting Berhad (272923-H) annual report 2017
3
Notice of Annual General Meeting (cont’d)
Notes (cont’d):
5. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt
authorized nominee may appoint in respect of each Omnibus Accounts it holds.
6. Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two
(2) or more proxies, the appointment shall be invalid unless the member / authorized nominee / exempt authorized nominee
specifies the proportions of shareholdings to be represented by each proxy.
7. The instrument appointing a proxy must be deposited at the registered office of the Company not less than twenty-four (24)
hours before the time appointed for the meeting.
8. In the case of a corporate member, the instrument appointing a proxy must be executed under its Common Seal or under the
hand of its attorney.
9. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
Explanatory Notes:
10. The breakdown of payment of director fees and benefits in kind are as follows:
Type Amount (RM)
Fees 120,000
Benefits in Kind 37,857
11. The proposed Resolution No. 7, if passed, will give the Directors of the Company the continuing authority to issue shares in the
Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the
Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will
expire at the next AGM of the Company.
No new shares in the Company were issued pursuant to the mandate given to the Directors at the last Annual General Meeting
in 2017.
The renewal of mandate pursuant to Section 76 of the Act, will provide flexibility to the Company for any possible fund-raising
activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working
capital and/or acquisitions, which the Directors deem necessary and feasible.
12. The proposed Resolutions No. 8, 9 and 10, if passed, will retain Mr. Wong Tuck Jeong, Mr. Tee Lay Peng and Dato’ Mohd Shahar
Bin Abdul Hamid as Independent Non-Executive Directors of the Company.
The above three Directors have served for more than 9 years as they were appointed Independent Directors of the Company on
21 June 2001 (for Mr. Wong Tuck Jeong), 11 December 2007 (for Mr. Tee Lay Peng), and 3 March 2008 (Dato’ Mohd Shahar Bin
Abdul Hamid). Pursuant to the Malaysian Code of Corporate Governance 2017, the Board of Directors through the Nomination
and Remuneration Committee had in its February 2018 meeting reviewed the independence of the aforesaid three Directors
and is satisfied that the aforesaid three Directors have been and can continue to bring independent and objective judgment
to Board deliberations and decisions and have consistently question management in an effective and constructive manner.
Therefore, the Board of Directors (save for the aforesaid three Directors) recommends to the shareholders for approval, the
resolutions to retain Mr. Wong Tuck Jeong, Mr. Tee Lay Peng and Dato’ Mohd Shahar Bin Abdul Hamid as Independent Directors
and that the resolution to retain Mr. Wong Tuck Jeong be voted through a two-tier voting process as he has served more than
12 years. The profile of the aforesaid three Directors are set out in the Annual Report 2017.
13. Proposed Renewal of and new shareholders’ mandate for the RRPT.
The proposed Ordinary Resolution No. 11, if passed, will enable the Company and its subsidiaries (“the Group”) to enter into RRPT
to facilitate transactions in the normal course of business of the Group which are transacted from time to time with the specified
classes of related parties, provided that they are carried out on an arm’s length basis and on normal commercial terms and are
not prejudicial to the shareholders on terms not more favourable to the related parties than those generally available to the
public and are not to the detriment of the minority shareholders of the Company.
The mandate, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting
of the Company.
Further information on the proposed renewal of shareholders’ mandate for the RRPT of the Company are contained in the
Circular to Shareholders dated 30 April 2018, accompanying the Company’s Annual Report 2017.
4 Ho Wah Genting Berhad (272923-H) annual report 2017
Corporate information
BoArd of directors
Datuk William Teo Tiew Mr. Lim Wee Kiat Mr. Tee Lay Peng
Group Executive Chairman Executive Director Independent Non-Executive Director
Dato’ Lim Ooi Hong Dato’ Mohd Shahar Bin Abdul Hamid Mr. Wong Tuck Jeong
Managing Director/ Senior Independent Independent Non-Executive Director
Chief Executive Officer Non-Executive Director
Ms. Elaine Tan Ai Lin
Independent Non-Executive Director
GROUP PRESIDENT COMPANY SECRETARY PRINCIPAL BANKERS
Dato’ Lim Hui Boon Ms. Coral Hong Kim Heong CIMB Bank Berhad
MAICSA 7019696
AUDIT COMMITTEE Export-Import Bank of Malaysia Berhad
REGISTERED OFFICE
Mr. Tee Lay Peng (Chairman) RHB Bank Berhad
Independent Non-Executive Director Wisma Ho Wah Genting
1st Floor, No. 35, Jalan Maharajalela HSBC Bank Malaysia Berhad
Dato’ Mohd Shahar Bin Abdul Hamid 50150 Kuala Lumpur
Senior Independent Non-Executive Tel No.: 603 2143 8811 PT. Bank Negara Indonesia
Director Fax No.: 603 2141 7477 (Persero) Tbk.
e-mail: [email protected]
Mr. Wong Tuck Jeong website: www.hwgenting.com.my The Hong Kong and Shanghai Banking
Independent Non-Executive Director Corporation Ltd.
SUBSIDIARY COMPANIES’ WEBSITE (Batam Branch, Indonesia)
Ms. Elaine Tan Ai Lin
Independent Non-Executive Director www.hw-genting.com STOCK ExCHANGE LISTING
www.hwgwirecable.com.my
NOMINATION AND www.hwgholidays.com Main Market of Bursa Malaysia
REMUNERATION COMMITTEE www.hwgenting-mm2h.com Securities Berhad
Sector : Industrial Products
Dato’ Mohd Shahar Bin Abdul Hamid AUDITORS
(Chairman) SECURITIES STOCK STOCK
Senior Independent Non-Executive Messrs Russell Bedford LC & NAME CODE
Director Company (AF 1237) Share : HWGB 9601
Chartered Accountants Warrant D : HWGB-WD 9601WD
Mr. Tee Lay Peng 10th Floor, Bangunan Yee Seng (2016-2021)
Independent Non-Executive Director 15, Jalan Raja Chulan
50200 Kuala Lumpur Listed on 2nd Board on Bursa Malaysia
Mr. Wong Tuck Jeong Tel No.: 603 2031 8223 on 28 December 1994 and transferred
Independent Non-Executive Director Fax No.: 603 2031 4223 to Main Board (now known as Main
Market) on 2 November 2000.
Ms. Elaine Tan Ai Lin REGISTRAR (SHARE AND WARRANT)
Independent Non-Executive Director DOMICILE AND DATE OF
Symphony Share Registrars Sdn Bhd INCORPORATION
Encik Adanan Bin Baharum (378993-D)
Adviser Level 6, Symphony House Incorporated in Malaysia on
Pusat Dagangan Dana 1 12 August 1993
EMPLOYEES’ SHARE OPTION SCHEME Jalan PJU 1A/46
COMMITTEE 47301 Petaling Jaya, Selangor
Tel No.: 603 7849 0777 (Help desk)
Datuk William Teo Tiew Fax No.: 603 7841 8151/52
Group Executive Chairman Email: [email protected]
Mr. Song Kok Seng
Vice President of Operations – PT. Ho
Wah Genting
Encik Adanan Bin Baharum
Senior Manager
Ho Wah Genting Berhad (272923-H) annual report 2017
5
Group corporate structure
(272923-H)
Investment holding and provision
of management services
100% HO WAH GENTING TRADING SDN BHD (244973-P)
Trading of wire and cable
6.4% 93.6%
100% HO WAH GENTING KINTRON SDN BHD (187449-H)
Investment Holding PT. HO WAH GENTING
(C-01844, HT.01.01.TH.2002)
(Incorporated in Batam, Riau, Indonesia)
Manufacturing of wire and cable, moulded
power supply cord sets and cable
99.48% HO WAH GENTING HOLIDAY SDN BHD (203789-P) assemblies for electrical and electronic
Travel agent and tour related services
devices and equipment.
100%
51% HWG TIN MINING SDN BHD (780009-V)
Tin Mining and its related activities
HWG TRAVEL (MM2H) SDN BHD (723626-x)
Rendering personalized services such
HWG MINERALS SDN BHD (748325-A) as immigration matters and other
100% Investment Holding related services to any person setting
up their second home in Malaysia
under the “Malaysia My Second Home”
programme.
100% REx ORIENTAL SDN BHD (1056831-K)
Investment Holding
100% HWG CONSORTIUM SDN BHD (1006524-T)
Dormant
HO WAH GENTING (LABUAN) LTD (LL 01593)
100%
(Incorporated in Federal Territory of Labuan)
Dormant
51% HWG DUTY FREE SDN BHD (1049687-D)
Dormant
49% Dufry HWG Shopping Sdn Bhd (1248672-U)
Duty and tax free shop
6 Ho Wah Genting Berhad (272923-H) annual report 2017
Board of Directors and Group President
1
1. Datuk William Teo Tiew
Group Executive Chairman
2. Dato’ Lim Hui Boon 2
Group President
3. Dato’ Lim Ooi Hong
Managing Director/
Chief Executive Officer
4. Mr. Lim Wee Kiat
Executive Director
3
4
Ho Wah Genting Berhad (272923-H) annual report 2017
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5
5. Mr. Tee Lay Peng
Independent Non-Executive Director
6 6. Dato’ Mohd Shahar Bin Abdul Hamid
Senior Independent Non-Executive
Director
7. Mr. Wong Tuck Jeong
Independent Non-Executive Director
8. Ms. Elaine Tan Ai Lin
Independent Non-Executive Director
7
8
8 Ho Wah Genting Berhad (272923-H) annual report 2017
Profile of Board of directors
Datuk William Teo Tiew Dato’ Lim Ooi Hong
Group Executive Chairman Managing Director/Chief Executive Officer
Member of Employees’ Share Option Scheme Committee Aged 42, Male, Malaysian
Aged 58, Male, Malaysian
Datuk William Teo Tiew was the first Director of the Company Dato’ Lim Ooi Hong was appointed as the Managing
since incorporation on 12 August 1993 and he is presently Director/Chief Executive Officer of the Company on 30
the Group Executive Chairman of the Company. August 2012. He obtained his Bachelor Degree in Business
(Business Administration) from RMIT University, Australia.
He is a fellow of the Chartered Association of Certified
Accountants since 1984 and a member of the Malaysian He was the Executive Director and Group Chief Executive
Institute of Accountants since 9 April 1987. He joined Ho Officer of Ding He Mining Holdings Limited (“DHM”) (formerly
Wah Genting Group Sdn Bhd (“HWGG”) in 1990 as Group known as CVM Minerals Limited), a public company listed
Accountant and Corporate Planner in charge of HWGG’s on the Stock Exchange of Hong Kong Limited from 1 June
financial affairs, investment, corporate planning and 2011 to 7 August 2012 and was appointed as Vice Chairman
overall management. He has no directorship in other from 7 August 2012 to 8 May 2015 as he resigned from DHM.
public companies. During his tenure of office with DHM, he oversees DHM’s
construction and operation of the magnesium smelter
He began his career in auditing with Messrs Robert Teo, situated in Perak, Malaysia. He has no directorship in other
Kuan & Co, a public accounting firm with his last held public companies.
position as Audit Manager, where he gained many years
of experience in auditing a portfolio of clients ranging On 26 December 2013, the Sultan of Pahang, Sultan Ahmad
from manufacturing, trading, investment holding, property Shah conferred on him the Darjah Indera Mahkota Pahang
development, engineering and transportation. (D.I.M.P.) which carries the title of “Dato’ ”.
On 14 October 2012, Tuan Yang Terutama Yang di-Pertua Dato’ Lim Ooi Hong is deemed interested in the securities of
Negeri Melaka conferred on him the Darjah Pangkuan Seri the Company and its subsidiaries through Ho Wah Genting
Melaka (D.P.S.M.) which carries the title of “Datuk”. Holding Sdn Bhd, the major shareholder of the Company
by virtue of Section 8(4) of the Companies Act, 2016. He
Datuk William Teo Tiew holds 56,325 ordinary shares, 25,000 also holds 625,000 ESOS in the Company. He is the son of
Warrant 2016/2021 and 750,000 ESOS in the Company. Dato’ Lim Hui Boon, the Group President of the Company,
He does not have any family relationship with any other and the brother of Mr. Lim Wee Kiat, an Executive Director
Directors and/or major shareholders of the Company and and a substantial shareholder of the Company. He does
has no conflict of interest with the Company. not have any conflict of interest with the Company save
and except for the transaction(s) disclosed in Note 30 to
He has never been convicted for any offences within the Financial Statements. He has never been convicted for
the past five years and neither been imposed any public any offences within the past five years and neither been
sanction or penalty by any regulatory bodies during the imposed any public sanction or penalty by any regulatory
financial year. bodies during the financial year.