The Le Nouvel KLCC features a lively façade that integrates lush greenery and bespoke glass to ...

194 Pages·2016·1.65 MB·English

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.
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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)
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