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194 Pages·2016·1.65 MB·English
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The Le Nouvel KLCC features a lively façade that integrates lush greenery and bespoke glass to accentuate natural light into each superior residence. Its delicate organic skin harmonises with the bold steely exterior of the neighbouring Petronas Twin Towers, imbuing artisanal touches to a vibrant cityscape. C E L E B R A T I N G 5 0 Y E A R S 8 J u l y 1 9 6 6 t o P r e s e n t A watercolour illustration of the Le Nouvel KLCC, Jean Nouvel’s magnum opus in Malaysia’s capital city. Original artwork by Khoo Cheang Jin of Urban Sketchers Penang. WING TAI MALAYSIA BERHAD (6716-D) Annual Report 2016 C E L E B R A T I N G 5 0 Y E A R S 8 J u l y 1 9 6 6 t o P r e s e n t From its early days of garment manufacturing for global brands to its present prominence as a highly regarded property developer and fashion retailer, Wing Tai Malaysia Berhad has attentively built up its reputation to bear the hallmarks of superior style and value. For all its property and fashion products and services, its commitment to quality is uncompromised. This year, Wing Tai Malaysia Berhad celebrates its 50th Anniversary, a milestone testament to the Group’s fortitude and accomplishment throughout its growth journey. This enduring success is achieved by sound corporate governance and strong fnancial discipline. By genuine and sincere engagements with longstanding stakeholders, Wing Tai Malaysia Berhad builds on a winning heritage that is drawn from its core values of trust, respect and mutually benefcial partnerships. Contents STRATEGIC REVIEW 03 Chairman’s Message 06 Board of Directors 14 Key Management 15 Corporate Data 16 Corporate Structure OPERATING AND FINANCIAL REVIEW 17 Review of Group Operations CORPORATE GOVERNANCE 21 Corporate Governance Statement 32 Audit Committee Report 35 Statement on Risk Management and Internal Control 38 Additional Compliance Information 40 Directors’ Responsibility Statement FINANCIAL 41 Financial Statements 177 Group Material Properties 179 Analysis of Shareholdings 183 Notice of Annual General Meeting 187 Notice of Book Closure 191 Proxy Form STRATEGIC REVIEW Chairman’s Message Dear Shareholders My frst year as Chairman of Wing Tai Malaysia Berhad passed quickly; it was one flled with business challenges, and many rewarding moments of which the highlight was the Group’s 50th founding anniversary on 8th July. Together with staff and esteemed business partners, we celebrated the occasion with long service appreciation events and a commemorative dinner. As we reviewed our enterprise milestones of the past 50 years, I am positive about sustainable growth. With tenacity and focus, we have been able to transform and expand our business, and contribute to our country’s economic progress and nation-building. We will continue on a steady path, to create value. Such is our prized heritage. As we reviewed our A heritage we share with you, our valued shareholders. Let me now present to you, on behalf of the Board of Directors, the enterprise milestones of Annual Report and Financial Statements of Wing Tai Malaysia the past 50 years, I am Berhad for the fnancial year ended 30 June 2016. positive about sustainable growth. With tenacity and Overview focus, we have been able to The Malaysian economy recorded a growth of 4.0% in 2016, transform and expand our mainly driven by domestic demand, despite the challenging economic environment globally. business, and contribute to our country’s economic The weak global oil prices and uncertainties in the domestic and international front elevated further by the historic event of Brexit progress and nation- are ongoing challenges for the Ringgit. Notwithstanding the building. depreciating Ringgit, the country’s inflation is expected to remain low for 2016 year (2.6% recorded in 2015) as a result of the drop in global crude oil prices and the wearing down of the effects of the GST tax implemented in April 2015. A total of 362,105 property transactions worth RM149.9 billion were recorded in 2015, a 5.7% decrease in volume as compared to 2014’s total of 384,060 property transactions and an 8% down in value compared to 2014 of RM162.97 billion. With the continued softening of the property market especially the residential property sector, the outlook for 2016/2017 remains challenging in the year ahead. 2 TROPER LAUNA 016 03 Group Performance on the disposal of interest of PT Windas amounting to RM5.2 million and RM34.1 The Group recorded a consolidated revenue million respectively in the previous of RM275.8 million and a proft before tax fnancial year. of RM28.4 million for the current fnancial year as compared to a consolidated The Group’s net asset value per share as revenue of RM316.3 million and a proft at 30 June 2016 was lower at RM2.70 as before tax of RM89.7 million in the previous compared to RM3.44 as at 30 June 2015 fnancial year. arising from completion of Rights Issue during the fnancial year. The Group’s net The property development, property gearing ratio as at 30 June 2016 was 0.23 investment and retail businesses remain times marginally down from 0.26 times as the key contributors to the Group, at 30 June 2015. contributing revenue of RM73.0 million, RM22.8 million and RM174.0 million respectively. The remaining RM6.0 million Dividends of the Group revenue is contributed by the Group’s garment manufacturing segment. The Board recommends a frst and fnal dividend of 3 sen per share Single Tier The Group’s share of results of an associate for the fnancial year ended 30 June 2016 and joint ventures increased from RM9.0 subject to shareholders’ approval at the million in the previous fnancial year to forthcoming Annual General Meeting of the RM10.5 million in the current fnancial year. Company. The Group’s net proft attributable to the shareholders for the current fnancial year is Corporate Exercise RM10.0 million in the current fnancial year compared to RM69.6 million in the previous In May 2015, the Group initiated a fnancial year. renounceable Rights Issue exercise with the Rights Issue priced at RM1.15 per Rights Responding to the changing market Share, on the basis of 1 share for every 2 conditions during the current fnancial year, existing shares held. This represented a the Group embarked on a valuation exercise discount of approximately 16.67% to the to critically review its assets mainly the Theoretical Ex-Rights Price of the Shares valuations of its land and building under the of approximately RM1.38, based on the property, plant and equipment, investment 5-day volume weighted average price of the properties and development properties. shares of RM1.50 up-to and including 7 July As a result of the various valuations, a 2015, being the last trading day before the net provision of RM12.8mil was provided Price-Fixing Date. in the current year. The underlying net proft of the Group with the exclusion of The Rights Shares was listed on the Main the fair value, revaluation and impairment Market of Bursa Malaysia Securities Berhad adjustments is RM22.8 million in the on 4 September 2015. current fnancial year compared to RM30.3 million excluding the fair value gain on investment properties and net gain 04 2 TROPER LAUNA 016 The Rights Issue raised approximately A pioneer staff member who joined the RM181 million. The funds raised had been Company in 1971 as General Manager, Dato’ fully utilised as of August 2016 for property Roger was appointed to the Board in 1988. development and investments, namely His tireless dedication to the Company is development of new/existing projects of exemplary, and much appreciated. In his 45 the Group, for working capital purposes and years of selfless service, involved in every refnancing of the bank borrowings. aspect of the business, Dato’ Roger has been the stalwart who steered the company through its remarkable transformation and Prospects growth. The Group believes there is still growing The Board and I thank him for his demand for property development business immeasurable contribution to the Group. in Malaysia mainly in growth areas. The We wish him the best as he embarks on a retail outlook is expected to be challenging new phase in life. in 2017 with the weak Ringgit and sluggish consumer spending. Appreciation Despite softer property market sentiments and global economy uncertainties, the On behalf of the Board of Directors, I Group is determined to manage and thank our shareholders, bankers, business overcome them by continuing to streamline associates, government agencies and its operations to enhance its performance. the media for your unstinting support and confdence in the Group. I also thank our customers for their patronage and Corporate Social Responsibility unwavering support of our business. The Group’s strong commitment to its To my fellow Board members, I am corporate social responsibility reflects its grateful for their counsel and guidance. To quest to create enduring value towards its the management and staff, I am deeply employees and the communities in which it appreciative of their hard work, drive and conducts its business. commitment towards the Company.  Apart from contributions to charity causes, Together, we will continue to forge ahead to the Group has upheld fair compensation make solid progress for the next 50 years and investment in staff training and and build on our winning heritage. development, and high safety standards in the work environment for all its employees. Board Movement Dato’ Roger Chan will be stepping down Tan Sri Dato’ Paduka Dr. Mazlan bin Ahmad as Executive Director at the forthcoming Chairman Annual General Meeting. 12 October 2016 2 TROPER LAUNA 016 05 STRATEGIC REVIEW Board of Directors Y. Bhg. Tan Sri Dato’ Paduka Dr. Mazlan bin Ahmad Age 73, Male, Malaysian Chairman, Independent Non-Executive Director Y. Bhg. Tan Sri graduated from University of Malaya He joined the Board as Independent Non-Executive with a Bachelor of Arts (Honours in History), a Director of Wing Tai Malaysia Berhad on 25 Masters Degree in Public Administration from the May 2007 and serves as the Chairman since University of Pittsburgh, United States of America 18 November 2014. He is also the Chairman of (“USA”) and a PhD in Public Administration from Nomination Committee and Restricted Share Plan University of Southern California, Los Angeles, Committee and a Member of Audit Committee of USA. Y. Bhg. Tan Sri also attended the Advanced the Company. Management Program at Harvard University. Y. Bhg. Tan Sri also sits on the Board of MUI Y. Bhg. Tan Sri began his career in the Continental Berhad and Malayan United Industries Administrative and Diplomatic Services of the Berhad, a public company listed on the Bursa Malaysian Government in August 1966. During the Malaysia Securities Berhad. course of his 33 years in public service, he had served among others as INTAN Director, Secretary Y. Bhg. Tan Sri has no interest in the Company or General of the Ministry of Justice, Secretary its subsidiary companies; no family relationship General of the Ministry of Information, Deputy with any Director and/or major shareholder of the Secretary General of the Ministry of Finance Company; no conflict of interest with the Company; and Mayor of Kuala Lumpur. He retired from the and no conviction for offences within the past 5 Malaysian public service as Director General of years other than traffc offences, if any; and he the Public Service Department in December 1998. has not received any public sanction or penalty He was then appointed and served for 6 years as imposed by the relevant regulatory bodies during Chairman of the Education Service Commission the fnancial year. until January 2005. 06 2 TROPER LAUNA 016 Mr. Cheng Wai Keung Age 66, Male, Singaporean Managing Director, Non-Independent Executive Director Mr. Cheng was appointed to the Board of Wing Away from his public sector contribution, Mr. Tai Malaysia Berhad on 29 April 1974 and serves Cheng is active in community service through his as the Managing Director since 20 September involvement with grassroots organizations in nearly 1975. He is also a Member of the Company’s 30 years. He is Justice of The Peace appointed Remuneration Committee and Restricted Share by the Singapore President since 2000, and was Plan Committee. Concurrently, Mr. Cheng is awarded the Public Service Star (BBM) in 1987, the Chairman and Managing Director of Wing the Public Service Star (Bar) (BBM-Lintang) in Tai Holdings Limited, the holding company of 1997 and the Distinguished Service Order (DUBC- Wing Tai Malaysia Berhad. He does not hold any Darjah Utama Bakti Cemerlang) in August 2007 directorships in public companies incorporated by the Singapore Government in recognition of his in Malaysia and/or listed on the Bursa Malaysia service. Securities Berhad except for his directorship in the Company. Mr. Cheng was also awarded the Alumni Service Medal in 2006 in honour of his achievement in Mr. Cheng is currently also Deputy Chairman service to the University of Chicago, from which he of Temasek Holdings (Private) Limited and graduated with Masters of Business Administration Vice Chairman of Singapore-Suzhou Township in 1973. He earned his Bachelor of Science degree Development Pte. Ltd. He is also director of from Indiana University in 1971. Singapore Health Services Pte Ltd and sits on the Board of Supervisors of China-Singapore Suzhou Mr. Cheng is the brother of Mr. Edmund Cheng Industrial Park Development Group Co. Ltd. Wai Wing, an Executive Director of the Company. (People’s Republic of China). He has a direct shareholding of 1,334,450 shares of RM1.00 each and an indirect shareholding Mr. Cheng served as a director in various industries of 314,559,561 ordinary shares of RM1.00 both locally and overseas. He chaired the boards each by virtue of his interests in shares in Wing of power and utilities, media and broadcasting Tai Holdings Limited, Wing Tai Investment & companies, as well as multinational corporations Development Pte. Ltd. and Wing Sun Development engaged in global shipping and logistics, and Private Limited. Mr. Cheng is deemed to be international hospitality businesses. interested in the subsidiary companies of the Company by virtue of his substantial interests in Mr. Cheng also served on many Singapore the Company. government bodies, including the Economic Development Board, Singapore Trade Development He has not been convicted for offences within the Board and Singapore Productivity and Standards past 5 years other than traffc offences, if any and Board. He also sat on national committees involved he has not received any public sanction or penalty in automation, economic development, SME imposed by the relevant regulatory bodies during development, productivity improvement and land the fnancial year. policy. 2 TROPER LAUNA 016 07 Mr. Edmund Cheng Wai Wing Age 63, Male, Singaporean Non-Independent Executive Director Mr. Cheng obtained his Bachelor of Science Degree For his contribution to public service, he was in Civil Engineering from Northwestern University awarded The Meritorious Service Medal in 2015, Evanston, Illinois and Master of Architecture Public Service Star Award (Bar) in 2010, Public from Carnegie Mellon University, Pittsburgh, Service Star Award (BBM) in 1999 and Outstanding Pennsylvania in the United States of America Contributor to Tourism Award in 2002 by the (“USA”). Singapore Government. In March 2009, he was conferred “Offcier de l’Ordre des Arts et des Prior to his appointment in the Group, he had Lettres” by the Government of Republic of France. worked in several engineering, architectural and construction frms in the USA, Hong Kong and He joined the Board as Executive Director on 8 May Singapore. 1984 and sits on the board of several subsidiary companies of the Group. He is also the Deputy Mr. Cheng plays an active role in public service. Chairman of the Singapore-listed company, Wing He was until September 2013, Chairman of the Tai Holdings Limited and the Managing Director of National Arts Council where he is keenly involved Wing Tai Land Pte Ltd, a wholly owned subsidiary in efforts at the national level to promote and of Wing Tai Holdings Limited which in turn is the develop an arts landscape that will enhance holding company of Wing Tai Malaysia Berhad. vibrancy and creativity in the economy and society. He was also Chairman of The Singapore He does not hold any directorship in the public Tourism Board from 1993 to 2001. A Past companies incorporated in Malaysia except for his President of Real Estate Developers’ Association directorship in Wing Tai Malaysia Berhad. of Singapore (“REDAS”), Mr. Cheng is also a current Member of its Presidential Council. Mr. Cheng is the brother of Mr. Cheng Wai Keung, Apart from these commitments, he had been the Managing Director of the Company. He has involved as board member in a number of public a direct shareholding of 1,334,450 shares and and private companies as well as schools and an indirect shareholding of 314,559,561 ordinary statutory boards and public service organizations shares of RM1.00 each by virtue of his interests in Singapore. They included Singapore Airlines in shares in Wing Tai Holdings Limited, Wing Tai Ltd, SNP Corporation Ltd, Urban Redevelopment Investment & Development Pte. Ltd. and Wing Authority, Construction Industry Development Sun Development Private Limited. Mr. Cheng Board and as Chairman of The Esplanade Co Ltd is deemed to be interested in the subsidiary (Singapore’s premier performing arts centre), The companies of the Company by virtue of his Old Parliament House Limited, DesignSingapore substantial interests in the Company. Council (as Founding Chairman) and Nanyang Technological University. He was also an advisor He has not been convicted for offences within the to the Ningbo government in Zhejiang Province past 5 years other than traffc offences, if any and China on city planning. Currently, he is Chairman he has not received any public sanction or penalty of Mapletree Investments Pte. Ltd. He was imposed by the relevant regulatory bodies during Chairman of SATS Limited until 19 July 2016. the fnancial year. 08 2 TROPER LAUNA 016 Y. Bhg. Dato’ Roger Chan Wan Chung Age 75, Male, Hong Kong Non-Independent Executive Director Y. Bhg. Dato’ Chan joined the Company as General and an indirect shareholding of 3,000,000 ordinary Manager in June 1971 and he is one of the pioneer shares of RM1.00 each in the Company by virtue of staff members of Wing Tai Malaysia (“WingTM”) his spouse’s interest in the shares of the Company. Group. With over 40 years of business experience He is deemed to have an interest in the shares of in Malaysia, he assists the Managing Director the subsidiary companies of WingTM to the extent of the Company in overseeing the day-to-day his spouse has an interest. operations of the Group. Dato’ Chan has no family relationship with any He was appointed to the Board on 18 August 1988 Director and/or major shareholder of the Company; and sits on the Board of several subsidiaries of no conflict of interest with the Company; and no WingTM Group and other private limited company. conviction for offences within the past 5 years He does not hold any other directorship in the other than traffc offences, if any; and he has not public company incorporated in Malaysia. received any public sanction or penalty imposed by the relevant regulatory bodies during the fnancial He has a direct shareholding of 2,080,750 shares year. (comprising 2,034,250 ordinary shares of RM1.00 each and 46,500 acceptance of Restricted Share Award (‘RSA’) granted under the Wing Tai Malaysia Berhad Restricted Share Plan of which: (i) the vesting of the 16,400 shares under Third RSA is subject to fulflment of vesting conditions as at vesting dates, i.e. 18 September 2017; and (ii) the vesting of the 30,100 shares under Fourth RSA is subject to fulflment of vesting conditions as at vesting dates, i.e. 11 September 2017 and 11 September 2018 respectively) 2 TROPER LAUNA 016 09

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