MBMR AR2019 Part 4 Bursa

REGISTRATION NO.
199301029757 (284496-V)
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Directors of MBMR (“Board”) is committed to achieving high standards

of corporate governance throughout the Group and to the highest level of integrity
and ethical standards in all its business dealings.
This statement sets out MBMR’s Corporate Governance Principles and Frameworks
as well as its main governance practices throughout the financial year ended
31 December 2019 and it is to be read together with the Corporate Governance
Report 2019 (“CG Report”) of the Company which provides the details on how the
Company has applied each Practice as set out in the Malaysian Code on Corporate
Governance (“MCCG”) during the financial year 2019. The CG Report is available on
the Company’s website at www.mbmr.com.my.
The Board would like to take this opportunity to present this Corporate Governance
Overview Statement that explains how the Company has complied with the three
principles set out in the MCCG as follows:
i. Board leadership and effectiveness;

ii. Effective audit and risk management; and
iii. Integrity in corporate reporting and meaningful relationship with stakeholders.
In this statement, the Board highlights practices that best illustrates compliance
with the MCCG, which we believe is the foundation of continuous and sustainable
business growth and not merely to meet regulatory requirements. At the same time,
departures from the prescribed practices are identified, explained and presented
with alternative practices undertaken by the Company to achieve compliance on the
aforementioned principles of the MCCG.
Compliance with MCCG

The Board are of the opinion that the Group has, in all material aspects, complied with the principles
and practices set out in the MCCG for the financial year ended 31 December 2019, apart from departures
on the following practices:-
• Practice 4.1 (At least half of the Board comprises independent directors);
• Practice 4.5 (Disclosure of the Company’s policies on gender diversity, its targets and measures to
meet those targets in the Annual Report); and
• Practice 7.2 (Disclosure of top five senior management’s remuneration component on a named

basis).
Explanations on these departures are further elaborated in the CG Report which is available on MBMR’s
corporate website at www.mbmr.com.my.
30 MBM RESOURCES BERHAD

REGISTRATION NO. 199301029757 (284496-V)
BOARD LEADERSHIP AND EFFECTIVENESS

Roles and Responsibilities of the Board
MBMR is led by the Board, who has full and effective control over the business undertakings of the
Company subject to the powers reserved for the shareholders under the Company’s Constitution,
the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad
(“Bursa Securities”) and any other applicable laws. The Board sets the strategic direction for the
Company, ensures that the necessary resources are available for the Company to achieve the strategic
direction and provides consistent oversight and review on the Company’s progress in meeting the
direction. The Board, as guided by the Company’s Board Charter, retains effective control over
important policies and processes covering areas such as internal controls, risk management and
remuneration of employees of the Company.
Datuk (Dr) Aminar Rashid bin Salleh was appointed as Director on 29 May and redesignated as
Chairman of the Board of MBMR on 25 June 2019. As Chairman of the Board, Datuk (Dr) Aminar Rashid
is responsible to lead the Board and act as the conduit amongst members that sparks discussions and
debates which ultimately results in Board decisions and ensuring that all its required functions and
responsibilities are met. The President & Chief Executive Officer (“CEO”), Dr. Muhammad Iqbal bin
Shaharom, on the other hand spearheads the business and the day-to-day management of the Group
and implements the strategies approved and as directed by the Board. At MBMR, there is a clear
division of responsibilities between the Board and the CEO to ensure a balance of power, authority
and accountability. The detailed disclosure on the responsibilities of the Board, Chairman and CEO
are provided in the Board Charter and the CG Report which are available on the Company’s website
at www.mbmr.com.my.
The Company Secretaries of the Company are appointed by the Board and is based on criteria related
to the qualifications, experience and competence of the individuals concerned to carry out their duties
and functions.
The Company Secretaries of the Company have the requisite credentials and are qualified to act as
Company Secretaries under Section 235(2) of the Companies Act 2016.
The Company Secretaries play important roles in good corporate governance by ensuring the Board
adheres with all applicable laws and requirements and advocates adoption of corporate governance
best practices.
Promoting Good Business Conduct and Maintaining a Healthy Corporate Culture that
Engenders Integrity, Transparency and Fairness
The Board has adopted a formal Code of Conduct (“Code”) that applies to the activities and behaviour
of the Directors and all employees of the Group. The Code helps to define how business is run by
setting the highest standards of conduct throughout the Group and its compliance is mandatory. The
Code is reviewed periodically by the Board and revised as and where appropriate. All new Directors
and employees are briefed on the Code during orientation and is made available on the Company’s
website at www.mbmr.com.my.
To supplement the Code, the Board has established and approved a whistleblowing policy to
encourage all its employees and persons who have dealings with the Group to report suspected
and/or known fraud, corruption, unlawful acts and violations of the Code. The policy sets out and
identifies the appropriate communication and feedback channels which facilitate whistleblowing.
All whistleblowing cases are referred to the Chairman of the Board for review and instructions with
respect to investigations and actions to be taken by Management.
Annual Report 2019 31

Corporate Governance Overview Statement
Demarcation of Responsibilities of the Board, Board Committees and Management

The Board has adopted a formal Board Charter which is available on the Company’s website at www.
mbmr.com.my. The Board Charter sets out matters reserved for the Board, defines the role and
responsibilities of the Chairman, the CEO, the Company Secretary, and the Board Committees. The
Board Charter assists the Company’s stakeholders to better understand the objectives of the Board,
and the manner in which the Board exercises its authority and discharges and allocates responsibilities
in managing the affairs of the Company.
The Board Charter is subject to an annual review and more frequently, if required, to ensure it remains
consistent with the change of law, regulatory requirement, and the Company’s policy that affects the
Board Charter. The last review of the Board Charter was on 26 February 2020.
To facilitate the Board in carrying out its duties as spelt out in the Board Charter, the Board is
assisted by three Board Committees in 2019 to which the Board has delegated several key functions,
namely the Audit and Risk Management Committee (“ARMC”), the Nominating and Remuneration
Committee (“NRC”) and the Long Term Incentive Plan Committee which operate within the Terms of
Reference of the respective Committees. The Terms of Reference of the Board Committees is in line
with the Listing Requirements and approved by the Board and are available on MBMR’s website at
www.mbmr.com.my.
In December 2019, a new Board Committee, namely the Group Transformation Committee (“GTC”),
was established to look into, among others, organisation structure and human capital development;
governance framework and strategies. The Terms of Reference of the GTC are available on MBMR’s
website at www.mbmr.com.my.
Board Composition
As at 31 December 2019, the Board comprised six (6) non-executive members, four (4) of whom were
Non-Independent Directors and two (2) were Independent Directors. Although the Board composition
as at 31 December 2019 did not meet MCCG Practice 4.1, the Board intends to appoint an additional
Independent Non-Executive Director after the AGM. However, the Board considers that the Company’s
interests as a whole will be best served by the Non-Independent Non-Executive Directors forming a
majority of the composition of the Board and contributing to the strategies and policy decisions of the
Company from a highly invested standpoint, while the Independent Directors continue to provide a
significant check and balance function to ensure that decisions are free of any conflict of interest. The
Board’s decision to appoint Datuk (Dr) Aminar Rashid who is an Independent Non-Executive Director
as the Chairman of the Board has served to enhance the role of Independent Directors as an effective
check and balance function and oversight of the Board, and to safeguard the interest of the Company
and its minority shareholders.
Although the Board is composed exclusively of Non-Executive members, the Company considers the
skillsets of the Board members to be complementary and together, they give a balance of industry-
specific knowledge and commercial experience to the Company. This balance enables the Board to
tap into its holistic view of the business world and make informed and independent judgement to
many aspects of the Company’s strategy and performance so as to ensure that it maintains the highest
standards of conduct, integrity and character.
Details of the members of the Board and Board Committees are disclosed in pages 26 to 28.

Criteria for Recruitment

The NRC is empowered to bring to the Board, recommendations with regards to the appointment
of any new Executive or Non-Executive Directors. The NRC periodically reports to the Board on
succession planning for the Board Chairman, Directors and senior management personnel.
The NRC ensures that the Board has an appropriate balance of a broad range of skills, expertise,
experience and competence. This reflects through its selection, interview and review processes that
prior to appointment, each of the Company’s Directors and the senior management team has the
requisite character, experience, integrity, competence and time to effectively discharge his/her role and
responsibilities. An assessment against the requisite criteria is also performed as part of the annual
evaluation process in respect of each Director who retires by rotation and puts himself up for re-election.
In addition to these criteria, when considering new candidates to fill a vacancy or to add to its Board,
the Company will apply its policy of promoting gender and boardroom diversity as well as to ensure
a highly effective and committed Board of Directors. The policy generally advocates that whilst all
Board appointments will be based on its merits wherein candidates are measured against objective
criteria, due consideration is still given towards the benefits of diversity on the Board and the Board’s
goals in this regard. The policy is integrated into Item 3.5 of the Board Charter, which reads as follows:
“The Board recognises the value of appointing individual Directors who brings diverse opinions,
skills, experience and backgrounds to its discussions and decision-making processes. As such,
it is the Board’s policy during the selection of new Directors to take into account the diversity
of the candidate’s gender, age and racial background as well as their skills and experience as
described in the preceding (Item 3.4 of the Board Charter) section.
In identifying candidates for appointment of Directors, the Board does not solely rely on
recommendations from existing Board members, Management or major shareholders. The
Board utilises independent sources to identify suitably qualified candidates.”
As at 31 December 2019, there was one female Director in the Board of MBMR and several female
members in senior management position. The Board is currently actively identifying new Board
members with the aim to increase the number of Independent Directors and achieve higher female
representation on the Board of MBMR.
Nomination and Election Process

The NRC regularly reviews the required qualifications, skills and attributes that would form part of
a Director’s profile. This profile is used to assess the qualifications and suitability as Executive or
Non-Executive Directors of candidates sourced from multiple channels, including but not limited
to endorsement from Board members, internal promotion from Management team, suggestions by
major shareholders and independent search firms. All new candidates will be assessed by the NRC
in accordance with the steps laid out in the Company’s Procedure for Appointment of New Directors
and standards as set out in Paragraph 2.20A of the Listing Requirements of Bursa Securities which
comprises among others, the following steps:
• Evaluation of the current Board to identify current gaps;

• Assessing the need for additional Directors;
• Assessing the suitability of the proposed candidates based on the skills, knowledge, expertise,
experience, time, commitment, character, professionalism and integrity;
• Assessing the criteria of independence as prescribed in the Listing Requirements of Bursa Securities

(for Independent Directors).

On appointment, Directors take part in an induction programme where they receive a presentation
package that provides them with a business and financial overview of the Company as well as latest
information about the Group. This is supplemented by visits to key locations and meetings with senior
executives. Directors are also advised, upon appointment, of their legal and other obligations as a
Director of a public-listed company.
In accordance with the Company’s Constitution, all Directors shall retire from office once at least in
each three years but shall be eligible for re-election.
Board Development
All Directors of the Company have attended the Mandatory Accreditation Programme as required
by the Bursa Securities. The Directors continue to update their knowledge and enhance their skills
through appropriate continuing education programmes and life-long learning. This will enable the
Directors to effectively discharge duties and sustain active participation in the Board deliberations.
The Board, via the recommendations of the NRC, evaluates and determines the training needs of the
Directors. In addition, individual Directors may also attend additional training courses according to the
needs as a Director or a member of Board Committees on which they serve.
The Board is notified of a series of training programmes or workshop conducted by Bursa Securities
for its consideration of participation and the Board receives updates of the Listing Requirements
from the Company Secretaries from time to time. The external auditors and Management also briefed
the Directors on any changes to the Malaysian Financial Reporting Standards that would affect the
Group’s financial statements.
Details of the training attended by the Directors in 2019 are listed on pages pages 42 to 43.
Annual Assessment
The NRC carries out an annual assessment of the effectiveness of the Board as a whole and the
performance of each of the Board Committees against a set of criteria. Diverse set of skills and
experience in the fields of accounting, law, business and management, marketing, risk management,
information technology and finance are taken into account as well as assessing aspects of Board’s and
Board Committees’ structure, operational conduct and its roles and responsibilities.
The assessment is conducted by way of questionnaires to review the performance and effectiveness of
the Board and the Board Committees as well as to promote awareness on the criteria and obligations
in which the Board and the Board Committees are required to possess and perform. A summary of
the responses and comments made in the questionnaires is subsequently prepared by the Company
Secretary and presented to the NRC and the Board in February each year in respect of the preceding
calendar year’s assessment.
Overall, the Board considered the outcome of the last assessment satisfactory and have identified
several areas for improvement and the process is in progress.
Assessment and Tenure of Independent Directors

The independence of Directors is assessed against a list of criteria and materiality thresholds that
have been incorporated into the MBMR Board Charter. Each Director, who is listed as an Independent
Director complies with the relevant criteria for independence set out in the Board Charter in accordance
with the Listing Requirements of Bursa Securities.

The Company has in place a policy that the tenure of an Independent Directors shall not exceed
a cumulative term of nine years. Nonetheless, upon completion of the nine years, the Independent
Director may continue to serve the Board as a Non-Independent Director. If the Board intends to retain
an Independent Director beyond nine years, it shall provide justification and seek annual shareholders’
approval.
As at the date of this Statement, there are two Independent Directors on the Board. None of them has
served the Board for cumulative terms of nine years.
Remuneration of Directors and Key Senior Management

The NRC reviews and recommends to the Board on the framework of remuneration policy and package
for the Directors and the key senior management personnel.
The determination of the remuneration of Directors is a matter for the Board as a whole, subject to
the Company’s shareholders approving the Directors’ fees and benefits payable at the Company’s
Annual General Meeting (“AGM”). The policy of the NRC is in line with the Group’s overall practice
on compensation and benefits, which is to reward employees competitively, taking into account
performance, market comparisons and competitive pressures in the industry.
The remuneration packages for the Directors and senior management personnel of the Company
comprise some or all of the following elements:-
Directors’ Fees, Benefits and Basic Salaries: The Board recommends fees and any benefits payable
to all Directors for the approval of shareholders at the AGM. The non-executive members of the Board
receive a fixed base fee as consideration for their Board duties as well as meeting and travel allowances.
In addition, the Board members receive a fixed fee for their work on Committees established by the
Board. The remuneration of the Board of Directors is determined on the basis of standards in the
market and reflects demands to the expected competencies and efforts in light of the scope of their
work and the number of Board and Board committee meetings. In the event the proposed amount is
insufficient due to enlarged Board size, approval will be sought at the next AGM for the shortfall.
The NRC evaluates and recommends to the Board for approval on the total remuneration package of
senior management annually, against achievements of agreed budgets and other key performance
indicators as well as the level of responsibility.
Annual Incentive Plan: The Group operates a bonus scheme for all employees and the criteria for
this scheme is dependent on the financial performance of the Group and achievements of the said
budgets and other key performance indicators.
Retirement Plan: Contributions are made to the Employees Provident Fund (“EPF”), the national
mandatory defined contribution plan.
Other Emoluments: Other benefits include car and driver allowances as well as medical insurance
coverage.

The details of the remuneration of Directors of the Company for the financial year 2019 are as follows:
Company Subsidiaries Group

All figures in RM’000 Board
Fees [1] Benefits Committee Fee [1] Benefits Total
Non-Executive Directors
Datuk (Dr) Aminar Rashid bin Salleh 58 24 13 - 95
(Appointed on 29 May 2019)
Ng Seng Kong 70 63 - 52 185
Low Hin Choong 70 63 [2] 12 8 153
Dato’ Anwar bin Haji @ Aji 70 38 18 - 126
Muhammad Lukman bin Musa @ Hussain 64 24 8 - 96

(Appointed on 28 January 2019)
Wong Fay Lee (Appointed on 29 May 41 30 4 16 91

2019)
Dato’ Abd Rahim bin Abd Halim 44 67 - 35 146

(Resigned on 29 May 2019)
Mustapha bin Mohamed (Retired on 29 18 10 - 57

29 May 2019)
Shamshin @ Shamshir bin Ghazali 29 18 12 - 59

(Retired on 29 May 2019)
• [ 1 ] The Directors’ fees of the Directors from the Company and its subsidiaries are subjected to shareholders’
approval in the forthcoming AGM.
• [2] Includes IT Allowance from MBMR amounting to RM30,000 per annum.
Whilst the Board advocates transparency to all stakeholders of the Company, it is of the view that
a detailed remuneration disclosure of the Company’s top senior management personnel is sensitive
information and may open up possibilities for other companies to take advantage of such information.
As an alternative to the prescribed MCCG practice, the Company would like to disclose that the
aggregate remuneration (salary plus benefits) for the members of the senior management team
for the financial year 2019 is RM1,914,616.00 whose remuneration falls in each successive band of
RM50,000 as the table below.
RM’000 301-350 351-400 401-450 451-550 551-600
Top 4 Senior Management Personnel 1 - 1 - 2

The following is a summary of the key activities undertook by the NRC during the financial year 2019:
Nomination Function
• Reviewed the Board composition and recommended to the Board on the appointment of Non-
Independent and Independent Non-Executive Directors.
• Discussed the succession planning of the Board.
• Reviewed the effectiveness of the Board and the performance of each of the Committee members.
• Reviewed and assessed the independence of the Directors.
• Confirmed the retiring Directors by rotation at the 25th AGM.
• Reviewed the Terms of Reference of the NRC.
• Reviewed the organisation structure of the Company and its subsidiaries and the succession
planning of the Key Senior Management personnel.
Remuneration Function
• Reviewed the policy framework for Board remuneration and benefits.

• Evaluated the performance of the Key Senior Management personnel and made recommendations
on the remuneration, benefits, bonus and increments for the year.
• Reviewed the Group’s performance evaluation and compensation framework and made
recommendations on various performance measure changes to the Board.
EFFECTIVE AUDIT AND RISK MANAGEMENT

Audit Committee Independence and Effectiveness
The Board’s ARMC is chaired by the Independent Director, Dato’ Anwar bin Haji @ Aji and is
complemented by another Independent Director and a Non-Independent Director. The majority
participation of Independent Directors in the ARMC is crucial to ensure objectivity and independence
in the decisions that the Committee makes.
The Non-Independent Director, Muhammad Lukman bin Musa @ Hussain’s presence in the Committee
is due to his professional experience and vast financial and audit background in both local and
international business environment.
The Board’s ARMC consists of members with a mixture of requisite financial literacy, business
experience and specialised knowledge that prepares them to carry out their duties and responsibilities
to the standard required, as detailed in the Directors’ profile on pages 26 to 28 of this Annual Report.
For the financial year 2019, the Company does not have any key audit partner that has been appointed
to the ARMC. The Terms of Reference of the ARMC states that any former key audit partner must have
observed a cooling-off period of at least 2 years before one is eligible for appointment as ARMC member.
ARMC Roles and Responsibilities

A detailed account of the roles and responsibilities of the ARMC is disclosed in the ARMC Terms of
Reference, made available in the Company’s Annual Report and website at www.mbmr.com.my. For
this Corporate Governance Overview Statement, the Board would like to present an overview and
commentary of the ARMC’s main responsibilities, as follows:
To ensure the integrity of the Company’s financial reporting and the operation of the financial reporting
process.
The processes are aimed at ensuring all interim and year-end financial statements along with related
notes are complete, in accordance with the applicable approved accounting standards and other

legal and regulatory requirements, and give a true and fair view of the Company’s financial position.
During its review of the year-end financial statements, the ARMC meets at least once with the external
auditors in the absence of Management.
The ARMC members also participate in training and educational programmes as detailed in the
Summary of Directors’ Training for 2019 on pages 42 to 43 of this Annual Report in order to keep
abreast of relevant developments in accounting and auditing standards, practices and rules.
To be the point of reference in relation to the appointment of the external auditors.
The ARMC reviews the appointment, the terms of engagement and the performance of the external
auditors prior to making recommendations to the Board on its appointment. The ARMC has a policy of
assessing the suitability, objectivity and independence of its external auditor every year and is done by
filling up an assessment form. The ARMC was satisfied with the results of the assessment carried out
during the financial year on the suitability, objectivity and independence of the Company’s external
auditors.
The ARMC has also obtained written assurance from the external auditors confirming that they are
in compliance with the independence requirements set out in the By-Laws (On Professional Ethics,
Conduct and Practice) of Malaysian Institute of Accountants throughout the conduct of the audit
engagement.
Further details on the ARMC’s policies and procedures in relation to engagement with the external
auditor is detailed in the ARMC’s Terms of Reference, which is available on the Company’s website at
www.mbmr.com.my.
To engage and monitor the performance of the internal audit function.
The Group’s in-house internal audit function reports directly to the ARMC. The ARMC is tasked with
reviewing the terms of engagement and the performance and effectiveness of the activities of the
internal audit function. Further commentary of the internal audit function of the Company is provided
in the Statement on Risk Management and Internal Control on pages 44 to 49.
Risk Management and Internal Controls

The Board have established a system for Enterprise Risk Management (“ERM”) framework which was
formalised in year 2014.
The framework, applying a combination of the COSO risk management framework, ISO 31000 and
TS 16949 principles, and consistent with Statement on Risk Management and Internal Control –
Guidelines for Directors of Listed Issuers, and Corporate Governance Guide (Third Edition) issued by
Bursa Securities.
Moreover, the Board has also established a framework for the implementation of the risk management
and internal control system for the Group with approved policies and parameters which is further
elaborated in the Statement on Risk Management and Internal Control on pages 44 to 49.
The ARMC evaluates the effectiveness of the internal audit in relation to their responsibilities and
review the internal audit plan for each year. The Company’s internal audit function carries out the
reviews based on the approved internal audit plan and scope by the ARMC. Through independent
reviews and assessment, the internal audit function is able to provide an objective assurance to the
ARMC and the business units on the state of internal control environment of the operation and whether

the control is operating effectively and in compliance with applicable laws, regulations, policies and
Standard Operating Procedures.
The detailed disclosure on the internal audit function is provided in the CG Report which is available
on the Company’s website at www.mbmr.com.my.
INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH

STAKEHOLDERS
Continuous Dialogue between the Company and Shareholders/Investors
As part of the Board’s responsibility in developing and implementing an investor relations programme,
formal and informal dialogues were held between senior management and analysts/fund managers
throughout the year. Permissible disclosures are made to explain the Group’s performance and major
development programmes.
The Company is in compliance with the disclosure requirements as set out in the Listing Requirements
of Bursa Securities such as nature of information that can be released so as to avoid instances of
disseminating unpublished price-sensitive information. The President & CEO along with senior
management personnel conduct briefings with the analysts and fund managers at least twice yearly.
Annual General Meetings

The AGM is the principal forum for dialogue with shareholders. The Company makes every effort to
encourage maximum participation of shareholders at the AGM and Extraordinary General Meetings.
Notice of the AGM and Annual Report are sent out to shareholders at least 28 days before the date of
meeting in compliance with the Companies Act 2016 and the Listing Requirements of Bursa Securities.
With the exception of emergencies or unforeseen circumstances, all Directors and senior management
team will attend all meetings with shareholders. Attendance is recorded by the Company Secretaries
and minuted in the minutes of the meetings. Besides the ordinary agenda items for the AGM, the
Board provides opportunities for shareholders to raise questions pertaining to the business activities
of the Group. All Directors and senior management are available to provide meaningful responses to
questions from the shareholders during these meetings.
For re-election of Directors, the Board ensures that necessary information is disclosed through the
notice of meeting regarding Directors who are standing for re-election. The notice of a general meeting
to consider special business are accompanied by explanatory notes which contain the necessary
information to enable the shareholders to make an informed decision. Such explanatory notes include
the details and effects of any proposed resolution in respect of such business.
The Company’s AGMs have always been held at accessible locations in the Klang Valley and the Board
is of the view that a single venue is sufficient to accommodate and facilitate all activities of the AGM.
Shareholders who are unable to attend these meetings could appoint proxy(ies) to attend and vote
on their behalf.
Due to the Covid-19 pandemic and the Movement Control Order, the Company will be leveraging on
technological means for the upcoming 26th AGM, notice and proxy form will be sent electronically
and e-voting will be held. Further, the Company will be conducting the 26th AGM through 100%
online platform to minimise the spread of Covid-19 virus and to comply with Securities Commission’s
Guidance Notes on the Conduct of General Meeting.
.

Integrated Reporting
MBMR is not a Large Company as defined by Bursa Malaysia. The Company strives for the highest
compliance standards as prescribed by the MCCG. Currently, the Company does not implement an
integrated reporting system but is taking steps to educate its respective key executives on this system
with a view to adopt it in the near future.
FUTURE PRIORITIES IN KEY AREAS OF CORPORATE GOVERNANCE PRACTICES

The Board is currently sourcing for a female Independent Director with due consideration given
to gender diversity and more effective check and balance function in the Board. In the upcoming
years, the Board also endeavours to source for additional Directors to fulfill the required number of
Independent Directors and meet Board gender diversity requirement.
This Corporate Governance Overview Statement was approved by the Board on 20 May 2020.

ATTENDANCE AT BOARD OF DIRECTORS’ MEETINGS,

BOARD COMMITTEE MEETINGS AND GENERAL MEETING
BODM ARMCM NRCM AGM LTIPCM
Independent Non-Executive Directors

Datuk (Dr) Aminar Rashid bin Salleh (appointed on 29.05.19) 1 5/5 2/2 4/4
Dato’ Anwar bin Haji @ Aji 2 10/10 2/2 8/8 1/1 N/A
Encik Mustapha bin Mohamed (retired on 29.05.19) 3 4/5 3/3 4/4 0/1
Encik Shamshin @ Shamshir bin Ghazali (retired on 29.05.19) 4 5/5 3/3 4/4 1/1 N/A
Non-Independent Non-Executive Directors

Mr Low Hin Choong 5 10/10 3/3 4/4 1/1 N/A
Mr Ng Seng Kong 10/10 1/1 N/A
Encik Muhammad Lukman bin Musa @ Hussain (appointed on 28.01.19) 6 9/9 2/2 1/1
Ms Wong Fay Lee (appointed on 29.05.19) 7 5/5 4/4
Dato’ Abd Rahim bin Abd Halim (resigned on 29.05.19) 8 5/5 1/1 N/A
Total number of meetings for 2019 10 5 8 1 N/A
Chairman BODM : Board of Directors’ Meeting

Member ARMCM : Audit and Risk Management Committee Meeting
NRCM : Nominating and Remuneration Committee Meeting
Non-member
AGM : Annual General Meeting
LTIPCM : Long Term Incentive Plan Committee Meeting
Notes:
1
Datuk (Dr) Aminar Rashid bin Salleh was appointed as Director on 29 May 2019 and redesignated
as Chairman of the Board on 25 June 2019.
Datuk (Dr) Aminar Rashid bin Salleh was also appointed as Chairman to Nominating and
Remuneration Committee and Member to Audit and Risk Management Committee on 25 June
2019.
2
Dato’ Anwar bin Haji @ Aji was appointed as Chairman of Audit and Risk Management Committee
on 25 June 2019.
3
Encik Mustapha bin Mohamed retired as Independent Non-Executive Director on 29 May 2019.
4
Encik Shamshin @ Shamshir bin Ghazali retired as Independent Non-Executive Director on 29
May 2019.
5
Mr Low Hin Choong ceased as Member for both Audit and Risk Management Committee and
Nominating and Remuneration Committee on 25 June 2019.
6
Encik Muhammad Lukman bin Musa @ Hussain was appointed as Director on 28 January 2019.
Encik Muhammad Lukman bin Musa @ Hussain was also appointed as Member to Audit and Risk
Management Committee on 25 June 2019.
7
Ms Wong Fay Lee was appointed as Director on 29 May 2019.
Ms Wong Fay Lee was also appointed as Member to Nominating and Remuneration Committee
on 25 June 2019.
8
Dato’ Abd Rahim bin Abd Halim resigned as Non-Independent Non-Executive Director on 29 May
2019.
N/A There was no LTIPCM held in 2019.

SUMMARY OF DIRECTORS’ TRAININGS FOR 2019

Director’s Name Training Name Venue Organiser Date of Training
Encik Muhammad Malaysia Economic Outlook Gallery 1, Le Meridien Institute for 24 October 2019
Lukman bin Musa 2020/2021 & Auto Hotel, Putrajaya Democracy and
@ Hussain Industry Trends Economic Affairs
(IDEAS)
Creative & Critical Thinking Gallery 1, Le Meridien The Training Box 25 October 2019
Hotel, Putrajaya Malaysia
MIA Conference 2019 Kuala Lumpur Malaysian Institute of 22 & 23 October

Convention Centre Accountants 2019
Y. Bhg. Dato’ Anwar Malaysia Economic Outlook Gallery 1, Le Meridien Institute for 24 October 2019
bin Haji @ Aji 2020/2021 & Auto Hotel, Putrajaya Democracy and
Industry Trends Economic Affairs
(IDEAS)
Mr. Low Hin Choong Audit Committee Connexion Conference Jointly organised by 15 April 2019
Conference 2019 – & Event Centre @ Malaysia Institute of
Meeting the New The Vertical, Bangsar Accountant & The
Expectation South, Kuala Lumpur Institute of Internal
Auditors Malaysia
Bursa Malaysia Thought Nusantara Ballroom 2, Bursa Malaysia 26 June 2019

Leadership Series – Sheraton Imperial,
Leadership Greatness in Kuala Lumpur
Turbulent Times: Building
Corporate Longevity
Malaysia Economic Outlook Gallery 1, Le Meridien Institute for 24 October 2019

2020/2021 & Auto Hotel, Putrajaya Democracy and
(IDEAS)
Ms. Wong Fay Lee Bursa Diversity Xperience Kuala Lumpur Bursa Malaysia 2 October 2019
Securities Bhd

(IDEAS)
Leadership Forum – Global Kuala Lumpur LeadWomen Sdn Bhd 8 November 2019
Women on Board
Conference
The CXO Roundtable 2025; Kuala Lumpur Deloitte 26 November

Digital Transformation in 2019
Finance

Director’s Name Training Name Venue Organiser Date of Training
Mr. Ng Seng Kong Write the Future with The Fusionex Academy, Association of 20 March 2019
Power of Big Data Level 10, First Chartered Certified
Avenue, Bandar Accountants
Utama, Petaling Jaya, (ACCA)
Selangor
Technology Impact on CIMA SE Asia/Digital CIMA SE Asia 11 June 2019

Finance – Block Chain Nation Academy &
Merkle Science
Demystifying the Diversity Conference Hall Bursa Malaysia 15 August 2019

Conundrum: The Road to 3, Securities and Institute of
Business Excellence Commission, Kuala Corporate Directors
Lumpur, Malaysia Malaysia
The Convergence of Conference Hall Bursa Malaysia 23 August 2019

Digitisation and 2, Securities
Sustainability Commission, Kuala
Lumpur, Malaysia

(IDEAS)
Session on Corporate Conference Hall Bursa Malaysia 31 October 2019

Governance and Anti- Securities
Corruption Commission, Kuala
Lumpur, Malaysia
The Corporate Liability The Royale Chulan Institut Integriti 7 November 2019
Provision, the “Adequate Damansara Hotel, Malaysia
Procedures” and The Petaling Jaya
Implementation of the
National Anti-Corruption
Plan (NACP)
2020 Budget Proposal Bukit Kiara Equestrian PC & CO. 19 November

Club, Kuala Lumpur 2019
Shape Analyst’s Bursa Malaysia Malaysia Investor 28 November

Expectations Relations 2019
Association
Datuk (Dr) Aminar Mandatory Accreditation Training Room 3.1 & 3.2, The Iclif Leadership 23 & 24
Rashid bin Salleh Programme – Iclif Sasana Kijang, Kuala and Governance September
Leadership and Lumpur Centre 2019
Governance Centre
Malaysia Economic Outlook Gallery 1, Le Meridien Institute for Democracy 24 October 2019
2020/2021 & Auto Hotel, Putrajaya and Economic Affairs
Industry Trends (IDEAS)

STATEMENT ON RISK MANAGEMENT AND

INTERNAL CONTROL
This statement is prepared in accordance with the requirement under Paragraph

15.26(b) of Bursa Malaysia Securities Berhad (“Bursa Securities”)’s Main Market
Listing Requirements (“Listing Requirements”) and as guided by the “Statement on
Risk Management and Internal Control: Guidelines for Directors of Listed Issuers”
and Practice Note 9 issued by Bursa Securities. The Board of Directors of MBMR is
committed to the continuous improvement of internal controls and risk management
practices within the Group to meet its corporate and business objectives.
RESPONSIBILITIES
The Board is responsible for overseeing the establishment and implementation of the risk management
and internal control system for the Group. In carrying out this function, the Board has approved the
risk management policies and parameters that prescribe the risk appetite and tolerance for the Group
to provide greater assurance towards the achievement of MBMR’s strategies and business objectives
as well as safeguarding the shareholders’ investment and the Group’s assets. To ensure an appropriate
focus on risk, the Board has delegated to the Audit and Risk Management Committee (“ARMC”),
amongst other things, specific responsibility to review the Group’s risk management framework and
internal control system, evaluate the Group’s risk management policies and to direct the implementation
of the Group’s risk management policies and processes.
The Board has also delegated responsibility for the implementation of the risk management framework
to the President & Chief Executive Officer and other senior members of Management who, being
responsible for the day-to-day management of the Group’s business operations, are accountable to
ensure that the risks associated with the Group’s business are managed according to the risk appetite
and risk tolerance levels determined by the Board.
The Company has set up a Group Risk Management Unit (“RMU”) that monitors, coordinates, and
receives regular reports on, the business risks and risk management activities of the Group. The RMU
provides quarterly reports to the ARMC and the Board on the levels of significant risks faced by the
Group, the risk scorecard of each subsidiary, risk incidents, incident responses and progress of actions
taken during the reporting period and whether the risks are being managed in accordance with the
Group’s policies and parameters.
Due to limitations that are inherent in any system of internal controls, these systems are designed to
raise awareness of, manage and mitigate, rather than eliminate, the respective inherent risks that exist
in achieving the Group’s business objectives. Therefore, such systems of internal controls and risk
management can only provide reasonable, and not absolute, assurance against material misstatement
or loss.

RISK MANAGEMENT FRAMEWORK

The Group has implemented a risk management framework under which the Group’s significant
risks are identified, evaluated and managed. We have established a system for enterprise-wide risk
management (“ERM”) that is integrated into the subsidiaries’ operations and planning processes.
Under the ERM framework, risks are identified at the departmental level with assigned risk owners
to provide assurance to the MBMR Board that extreme and high risks are being properly identified,
monitored, addressed, evaluated, reduced and mitigated as appropriate. The Company receives
quarterly risk management reports from the heads of the various core businesses of the Group on
the risk management activities relating to those businesses. These activities have been conducted
for the financial year under review and up to the date of approval of the Annual Report and financial
statements. Risk management is carried out with the objective of optimising the financial performance
of the MBMR Group within the risk appetite and tolerance levels approved by the Board.
The main features of the Company’s risk management framework are as follows:
1. The Company has issued within the Group a Risk Management Policy Statement that explains
the risk management philosophy adopted by the Board and the measures in place to manage the
significant risks faced by the Group in meeting its strategic and business objectives.
2. The Company has also developed the corporate risk profile of each core activity’s business and
identified with the business the key principal risks that might prevent, degrade or delay the
achievement of the Group’s objectives - this profile is reviewed on a periodic basis by the business
heads.
3. The Board has determined and communicated to all business heads the Group’s policies and
parameters applicable to the evaluation of the principal risks affecting the businesses of the Group,
as well as the risk appetite and risk tolerance in relation to the business and new projects undertaken
by the Group.
4. Each business head, who is also a risk owner, is required to assess the control effectiveness
applicable to the business and project risks on an ongoing basis and address the risks depending
on the risk attitude and according to the treatment plans agreed with the head of the RMU. Each
core business’ risk profile is mapped out on a risk register that lists at least twenty risks, such as
economic risks, market concentration risk, credit risk, business continuity risks and project risks,
and contains details of risk scores, controls, control effectiveness scores, risk attitude and identified
treatment plans.
5. The business heads on quarterly basis submit the risk reports to the RMU which contains the
updated risk evaluations and details of the report under agreed risk treatment plans. Any change
in risk scoring must be substantiated and any delay or non-implementation of risk treatment plans
has to be explained to the RMU.
6. Based on the risk reports and risk conversations between the RMU and the business heads, the RMU
provides quarterly risk reports to the ARMC summarising the risk profile of each major subsidiary
and actions being taken in addressing extreme and high risks relating to the business, investments
and projects.
7. The ARMC and RMU are continuously improving the application of risk management principles and
practices at all levels of operations within the Group. To date, ERM is integrated into the Group’s
manufacturing operation applying TS 16949 principles.

Statement on Risk Management and Internal Control
8. The ARMC, through its oversight of the internal audit programme, also ensures prioritisation of
internal audit plans and scope on a risk-based approach focusing on key functional and operation
areas.
9. The Management is responsible for developing and maintaining an awareness culture to ensure
greater understanding of the importance of effective internal control and risk management systems
and that these principles are embedded in key operational processes. This is undertaken through
MBMR’s Board Charter, Risk Management Policy Statement, Code of Conduct, procedures and
policies manuals, staff briefings, leadership by example and the Group’s remuneration policies
(which encourages a compliance culture).
Significant Risks
For financial year ended 31 December 2019, the key risk areas are as outlined below:
Competition Risk
The Group recognised the presence of stiff competition in the automotive industry. The core
businesses maintain close communication with their respective stakeholders/principals and
closely monitor the market changes, external developments and trends. The Group also takes into
consideration the competition factors in its strategic decision and business planning to ensure
the Group’s strength and resources are optimised to capture new opportunities and remain
competitive. Technological advances also present the Group with a new facet of risk related to the
customer’s preference for owning an automobile while having such transport alternatives such as
ride hailing through apps. We are currently studying the medium and long- term effects of this risk
on our businesses.
Economic Risk
The change in market conditions has an effect on the Group’s performance. To mitigate economic
risk, the business units have various measures in place such as regular reviews of business plans
and budgets to address deviations, cost reduction activities, alternatives supplies of raw materials,
maintenance of good relationships with vendors and customers to secure favorable terms and
continuously enhancing operation processes to increase efficiency and productivity.
Operational Risk
Operational risk is inherent in the ongoing and daily activities within the core businesses of the
Group. This risk is present in, among others, production, information systems, process controls,
marketing and distribution, safety, health and environment, and are controlled through approved
Standard Operating Procedures (“SOP”).
Except as otherwise indicated, the above risk management processes have been in effect within the
Group throughout the financial year under review up to the date of the approval of this Statement.
The Board conducts an annual review of its existing risk management policies and practices and the
adequacy and effectiveness of the existing risk management framework to ensure that it is appropriate
and continues to remain relevant to the Group’s operations. The Management is responsible to review
the policies and practices and bring to the Board’s attention any policy or practice that may need to
be reviewed, updated, amended or added to in the light of changing market, economic and business
conditions.

INTERNAL AUDIT FUNCTION

The ARMC evaluates the effectiveness of the internal auditors in relation to their defined responsibilities
and the internal audit plans approved for each year. The independent internal audit function carries out
the internal audit reviews based on their internal audit plans approved by the ARMC and consequently,
the Board of Directors. The internal audit plans are developed with inputs from Management and
includes the profiling and rating of risks which exist in the business units and various areas of
operations. The results of the audits are presented to the ARMC at their quarterly meetings.
Follow up reviews are carried out by the Group’s in-house Internal Audit Department (“IAD”) to
assess the status of implementation of management action plans, which are based on internal audit
recommendations. The results of these follow up reviews are also highlighted to the ARMC at their
quarterly meetings.
The Group’s in-house IAD reports directly to the ARMC. The in-house IAD is currently helmed
by a qualified and experienced Manager with six (6) assistants to carry out its appraisal function
independently from the management, reporting directly to the ARMC. The IAD auditors are refrained
from entering into any activities which may be in conflict with interests of the MBMR Group, or which
would prejudice their ability to carry out objectively their duties and responsibilities.
The Manager, Mr Appu Kutten has acquired more than 20 years of experience and exposure in
auditing, covering extensive knowledge and skills from various industries. He is a member of the
Institute of Internal Auditors Malaysia (IIAM) and maintains a strong network with other internal audit
practitioners for sharing of knowledge, auditing techniques and up-to-date auditing standards.
Most of the IAD staff have tertiary and/or professional qualifications from various level and disciplines
with extensive knowledge and skills on internal control, auditing and the business operations.
The IAD performs its work in accordance with the International Professional Practices Framework
for Internal Auditing from the Institute of Internal Auditors. Continuous training and development
programmes have been designed for every level of audit staff as to maintain and enhance their
knowledge, skills and other competencies needed to perform their individual responsibilities more
effectively and efficiently.
OTHER KEY FEATURES OF THE INTERNAL CONTROL SYSTEM

The risk management framework and internal audit function are part of the Group’s internal control
system that is designed to ensure the presence of adequate controls and procedures within the
Group’s operations and to prioritise the achievement of the Group’s strategic and business objectives.
In addition to the abovementioned policies and processes relating to risk management, the following
controls are in place within the Group:
1. The Group’s internal control policies and procedures are documented in the SOP and other
procedure manuals applicable to the Group’s operations. Our policies and SOP are reviewed and
updated on a continuous basis to address the risk of fraud and leakages, minimise waste and to
ensure compliance with applicable laws. The business units’ policies, processes and SOP constitute
the Group’s “first line of assurance” under its internal control system.
2. The RMU receives a monthly Incidents Report from business units on fraud-related incidents, legal
actions taken by or against the Group and its core businesses and other incidents arising from
breaches of the MBMR Code of Conduct or laws affecting the business of the Group. The RMU
follows up with the individual business units on the resolution and closure of reported “incidents”.
These are summarised in quarterly reports to the ARMC.

Statement on Risk Management and Internal Control
3. The ARMC and Board receive and review regular reports from the Management on key operating
statistics, internal control issues, incidents resulting from lapses in controls, risk management
reports, legal, regulatory and environment matters that affect the Group operations. The Board
approves appropriate responses, or significant amendments to the Group’s policies, if required.
4. There is a comprehensive budgeting and forecasting system in place that is governed by the
policies and guidelines of the Group. The financial results of the various business lines of the Group
are reported monthly in the management reports where variances are analysed against respective
budgets and acted on in a timely manner. Where necessary, budgets are revised at mid-year, taking
into account any changes in business and economic conditions.
5. The Group’s internal auditors, reporting to the ARMC, perform periodic reviews of business processes
against the SOP and other documented and approved policies to assess the overall continuing
effectiveness of internal controls and highlight any significant deviation from these policies that
might enhance risks faced by the Group.
6. The ARMC, on behalf of the Board, regularly reviews and holds discussions with Management on the
actions taken on internal control issues identified in reports prepared by the internal auditors, the
external auditors and the Management.
7. There is a clearly defined framework for appraising significant transactions that involve commitment
of the Group’s assets, such as the acquisition and disposal of any business, acceptance of projects,
capital expenditure and approval of borrowings. Post implementation reviews are conducted and
reported to the Board.
8. MBMR has Group whistleblowing policies and procedures that provide for all whistleblowing
complaints to be reported to the Chairman of the Board, after which they are evaluated and
investigated. Protection of all genuine whistleblowers are ensured.
9. MBMR is represented on the Board of Directors and some of the Board Committees of the Group’s
associated companies. Information on the financial performance of the associated companies is
provided regularly to the Management of MBMR, and ultimately to the Board.
Lapses in internal controls within the Group’s operations have been reported or identified for the year
under review but these are not deemed material and have not been reported in this Statement, as
these lapses/incidents have not materially affected the business, objectives or financial position of
the Group. Nevertheless, the lapses have been investigated, taken action on and the internal control
weaknesses have been or are being addressed.
REVIEW AND CONCLUSION

Throughout the financial year 2019, the business and operational risks of the Group were adequately
and satisfactorily managed. Non-major internal control weaknesses identified have not resulted in any
material loss that would require disclosure in the Group’s financial statements. Nonetheless, the Group
is committed to strengthening its internal control system through ongoing programmes involving
improvements to the SOP and the compliance framework, business continuity plans and financial
controls.

The external auditors have reviewed this Statement on Risk Management and Internal Control, in
accordance with the Audit and Assurance Practice Guide 3 (“AAPG 3”) issued by the Malaysian
Institute of Accountants. AAPG 3 does not require them to consider whether this Statement covers all
risks and controls, or to form an opinion on the effectiveness of the Group’s risk. In accordance with
the external auditors’ report issued to the Board, nothing has come to their attention that resulted in
them believing that this Statement is inconsistent with their understanding of the processes adopted
by the Board in reviewing the adequacy and integrity of the internal control and risk management
systems of the Group.
The Board has also received assurance from the President & Chief Executive Officer and the Group
Chief Financial Officer that the Group’s internal control and risk management system is operating
adequately and effectively, in all material aspects, based on the risk management framework
implemented throughout the Group.
This statement is made in accordance with the resolution of the Board of Directors dated 20 May
2020.

REPORT ON AUDIT AND

RISK MANAGEMENT COMMITTEE
MEMBERSHIP OF THE AUDIT AND RISK MANAGEMENT COMMITTEE (“ARMC”)

AND ATTENDANCE
Chairman
Dato’ Anwar bin Haji @ Aji
Independent Non-Executive Director
Members
Datuk (Dr) Aminar Rashid bin Salleh
Independent Non-Executive Director
Muhammad Lukman bin Musa @ Hussain

Non-Independent Non-Executive Director
The ARMC meets the requirements of Paragraph 15.09(1)(a) and (b) of the Main Market Listing
Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).
Encik Muhammad Lukman bin Musa @ Hussain is a member of the Malaysian Institute of Accountants.
Accordingly, the Company complies with Paragraph 15.09 (1)(c)(i) of the Listing Requirements.
Committee Members Number of ARMC meetings held Number of meetings

during members’ tenure in office attended by members
Dato’ Anwar bin Haji @ Aji (Appointed 2 2

as Chairman on 25 June 2019)
Datuk (Dr) Aminar Rashid bin Salleh 2 2

(Appointed on 25 June 2019)
Muhammad Lukman bin Musa @ 2 2

Hussain (Appointed on 25 June 2019)
Low Hin Choong (Ceased on 25 June 3 3

2019)
Shamshin @ Shamshir bin Ghazali 3 3

(Retired on 29 May 2019)
Mustapha bin Mohamed (Retired on 29 3 3

May 2019)
The ARMC met five times during 2019 on 21 February, 2 April, 15 May, 15 August and 13 November. The
meetings were fully attended by all members in office on these dates. The Senior Management Team
and the internal auditors were invited to the meetings to brief the ARMC on the activities involving
their areas of responsibilities. At the appropriate instances, the external auditors and other members
of Management were also invited to attend the ARMC meetings.
TERMS OF REFERENCE
The full content of the Terms of Reference is available on the Company’s website at www.mbmr.com.my.

SUMMARY OF ACTIVITIES DURING THE YEAR

In 2019, the ARMC discharged its duties in accordance to its Terms of Reference and its Responsibilities
and Duties.
The Committee undertook the following activities during the financial year 2019:
1. Financial Reporting
• Reviewed the financial statements and the quarterly announcements to Bursa Securities with
emphasis on significant changes to accounting policies and practices, adjustments arising from
audits, compliance with accounting standards and other legal requirements, before presentation
of these financial statements and announcements to the Board of Directors for their approval,
and subsequent release of the quarterly announcements and annual financial reports to Bursa
Securities.
• Informed the Directors on any new Malaysian Financial Reporting Standards that would be adopted
into the quarterly and annual financial reports of the Group.
2. Internal Control and Reviews of Statements contained in the 2019 Annual Report
• Provided oversight of the Company’s programme to review and benchmark the Group’s business
processes and improve the Group’s Standard Operating Procedures.
• Reviewed the Group’s Sustainability Statement, Corporate Governance Overview Statement,

Statement on Risk Management and Internal Control, and Report of the ARMC for inclusion in the
Company’s 2019 Annual Report.
• Reviewed with Management the quarterly risk management reports received from the Risk
Management and Compliance Unit and deliberated on actions taken in response to reported
risk incidents relating to the operations of the Group and reported to the Board on the quarterly
reviews.
• Reviewed the reports of Management and the reports and recommendations of the internal and
external auditors on areas of concern relating to the internal control system of the Group and made
the appropriate recommendations to the Board of Directors.
• There were no whistleblowing situations during 2019.
• There are ongoing initiatives to strengthen the compliance culture by including compliance as a
key performance indicator in the staff remuneration reviews.
3. Internal Audit
• Reviewed and approved the Internal Audit Plan (“IA Plan”) and reviewed the internal audit reports
covering the activities of all the subsidiaries.
• Discussed with internal auditors on their scope of work, adequacy of resources, management and
employee cooperation and co-ordination with external auditors.
• Reviewed the reports prepared by the internal auditors on the state of internal control over the
Group’s functions and processes and any matters arising therefrom to ensure that appropriate
action has or will be immediately taken to overcome any weaknesses, according to the internal
audit recommendations.
• Received updates from the internal auditors and ensured follow-up of audit findings and remedial
actions recommended in the internal audit reports. The ARMC emphasised on the immediate
resolution of any critical internal control lapses that could result in the loss of the Group’s assets.

Report on Audit and Risk Management Committee
4. Related Party Transactions
• Reviewed related party transactions entered into by the Group and its subsidiaries to ensure that
they were transacted in accordance with best practices and comply with Listing Requirements of
Bursa Securities and relevant accounting and financial reporting standards.
• Reviewed and approved the proposed Circular to Shareholders for approval of the Group’s
recurrent related party transactions and reports on related party transactions entered into by the
Group companies within and outside of the shareholders’ mandate.
5. External Auditors
• Reviewed with the external auditors the Group’s Statement on Risk Management and Internal
Control before recommending the same for inclusion in the Company’s Annual Report.
• Reviewed the financial statements together with external auditors’ management letter and
management’s responses, before recommending approval of the financial statements and reporting
the external audit findings to the Board of Directors.
• Reviewed and discussed with external auditors their audit plan and scope of work for the year as
well as the audit procedures to be carried out.
• Reviewed the external audit findings and recommendations, focusing on the steps taken and
assurances given by employees of the Group and to ensure that all appropriate steps have been
taken.
• Reviewed the suitability, independence, objectivity and the performance of the external auditors.
• Obtained the written assurance from the external auditors to the ARMC that they are in compliance
with the independence requirements set out in the By-Laws (On Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants throughout the conduct of the audit
engagement.
• In 2019, one private session was held between the ARMC and the external auditors without the
presence of the Management Team.
6. Risk Management
• Reviewed and deliberated on the Risk Management Quarterly Reporting.
• Reviewed and discussed on the Company’s action plans relating to the Company’s Risk Profile and
risk management initiatives as well as the implementation of all mitigation strategies for significant
risks of MBMR.
• Overseeing the Risk Management framework, Risk Control system and the Risk Management
process.
7. Others
• Reviewed the Terms of Reference of the ARMC.
• Reviewed the Group’s whistleblowing policy. There were no whistleblowing incidents reported in
2019.
• Reviewed reports from the Group’s Safety and Health Committee and the effectiveness of safety
measures undertaken by the Group in relation to traffic and road safety.
• The ARMC regularly engaged with the Senior Management Team and the internal auditors in order
to be kept informed of matters with regards to the Group and the Company’s affairs in a timely
manner.

INTERNAL AUDIT FUNCTION

The Group’s in-house Internal Audit Department’s (“IAD”) reports directly to the ARMC.
The primary role of the Group’s IAD is to provide findings to the ARMC on risk management, control
and governance, by assessing and evaluating the adequacy and effectiveness of the controls and
systems implemented.
In addition, the IAD provides assurance to Management on systems of control that they are responsible
for and assist Management by providing improvement recommendations to the systems of control. Risk
Management, control and governance process comprise of the policies, procedures and operations
established to ensure:
• the achievement of business objectives;

• the appropriate assessment of risk and mitigation factors;
• the reliability of internal and external reporting, and accountability processes;
• compliance with the policies and procedures set by the Company; and
• compliance with applicable guidelines, laws and regulation.
IAD also provides an independent and objective consultancy service specifically to assist the
Management in improving the Group’s risk and control framework, business processes and procedures.
Such consultancy work contributes to the opinion IAD provides on risk management, control and
governance process.
The cost incurred for the internal audit function in the financial year 2019 was RM378,466.
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDITORS DURING 2019

During the financial year ended 31 December 2019, the Group’s internal auditors’ activities were as
follows: -
• Presented the risk-based Group IA Plan and internal audit fees to the ARMC.
• Strengthened the structure of the IAD in the Group.
• Conducted 15 audit assignments related to Sales and Aftersales operations in Motor Trading
Division and Procurement activities in Manufacturing Division based on the approved IA Plan.
The results of the audits have been highlighted and discussed with Management and ARMC for
appropriate action plans and process improvements.
• Conducted follow-up reviews to determine the status of implementation of agreed management

action plans.
• Reviewing and further enhanced the Group’s policies and procedures to ensure adequate controls
are in place.
• Conducted periodical briefings and awareness programs to the staff on the Group’s policies and
procedures and control environment to ensure better understanding of the business process
controls and risk assessment considerations.
• Conducted ad-hoc assignments as requested by ARMC on selected areas.
• Participated in year-end stocktakes as observer.

OTHER INFORMATION REQUIRED BY

THE LISTING REQUIREMENTS OF
BURSA MALAYSIA SECURITIES BERHAD
1. EMPLOYEE SHARE SCHEME

The Company had on 26 September 2016 implemented a Long-Term Incentive Plan (“LTIP”) for
eligible employees and Executive Directors of the Group. The LTIP was approved by shareholders at
the Company’s Extraordinary General Meeting held on 19 November 2014 and is comprised of two
types of share plans, namely the Restricted Share Plan (“RSP”) and Performance Share Plan (“PSP”).
The total number of shares which may be granted under the LTIP shall not exceed in aggregate 10%
of the issued share capital of the Company. Since the commencement of the LTIP, 0.3% of the issued
ordinary share capital of the Company had been granted to eligible employees and Executive Directors
of the Group.
The number of grants in existence during the financial year are as follows:
Types of Total No. of Total No. of Total No. of Total No. of

Share Plan Shares Granted Shares Vested Shares Lapsed Shares Outstanding
PSP 1,007,600 - (1,007,600) -
The aggregate shares granted to the key management personnel were as follows:
Types of Aggregate No. of Aggregate No. of Aggregate No. of Aggregate No. of

Share Plan Shares Granted Shares Vested Shares Lapsed Shares Outstanding
PSP 181,100 - (181,100) -
No shares were granted to the Executive and Non-Executive Directors, and Chief Executive Officer
pursuant to the LTIP in respect of the financial year ended 31 December 2019.
2. UTILISATION OF PROCEEDS
There were no proceeds raised nor any outstanding proceeds unutilised by the Company.
3. AUDIT AND NON-AUDIT FEES

The amount of audit and non-audit fees paid or payable to the external auditors of the Company and
its subsidiaries are as follows:
Fees paid/payable Group (RM’000) Company (RM’000)
Audit 570 92
Non-Audit 176 24

4. MATERIAL CONTRACTS
There were no material contracts entered into by the Company and its subsidiaries involving the
interest of the Directors, Chief Executives who is not a Director or Major Shareholders, either subsisting
at the end of the financial year ended 31 December 2019 or entered into since the end of previous
financial year.
5. Recurrent Related Party Transactions of Revenue or Trading

Nature (“RRPT”)
The Company had at its 25th AGM of the Company held on 29 May 2019 obtained shareholders’
mandate for the Group to enter into RRPT, which are necessary for its day-to-day operations and are
in the ordinary course of business with related parties. The shareholders’ mandate shall lapse at the
conclusion of the Company’s forthcoming AGM. The Company intends to seek shareholders’ mandate
in respect of the RRPT of the group at the forthcoming AGM of the Company.
The breakdown of the aggregate value of the mandated RRPT transacted during the financial year
2019 are as follows:-
Actual value
Transacting Interested Major Shareholders Nature & transacted
Transacting Related of Subsidiary and Person Description of during the
Subsidiary Parties Connected to Them Transaction financial year
(RM)
DMSB HMSM Hino Motor Ltd (“HML”), whose interest Purchase of 30,442,000
can be illustrated as follows: vehicle stocks
& spare parts
 MBMR, which holds 51.5% of the shares
from HMSM
in DMSB, has a 20% shareholding in
HMSM.
 Toyota Motor Corporation (“TMC”) has

a 50.3% shareholding in HML, which
holds 80% of the shares in HMSM.
 TMC also has the shareholdings in:

- DMC – 100.0%
- HML – 50.3%
 DMC has an 18.5% shareholding in

DMSB.
None of the representatives of HML, TMC

and HMSM sits in the Board of DMSB.
(Forward)

OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF

BURSA MALAYSIA SECURITIES BERHAD
Actual value
Transacting Interested Major Shareholders Nature & transacted
Transacting Related of Subsidiary and Person Description of during the
Subsidiary Parties Connected to Them Transaction financial year
(RM)
DMMS Perodua DMC and Mitsui & Co., Ltd. (“Mitsui”) has Purchase of 1,166,567,000
Sales interest in PSSB as follows: vehicle stocks
Sdn Bhd & spare parts
 PSSB is a wholly owned subsidiary
(“PSSB”) from PSSB
of Perodua Otomobil Kedua Sdn Bhd
(“POSB”) in which MBMR, DMSB and
major shareholders of DMSB, namely
Mitsui and DMC, hold shares in POSB
as follows:-
- MBMR – 20%
- DMSB – 5%
- Mitsui – 30%
- DMC – 10%
The Interested Directors are as follows:

a. Masanori Takahashi (representative of
DMC)
b. Kunihiro Morimoto (representative of
DMC)
c. Takuro Hoshika (representative of
Mitsui)
DMSB Daihatsu DMC is a Major Shareholder of DMSB, Purchase of 1,363,000

Motor holding 18.5% shareholding in DMSB. spare parts
Co., Ltd The Interested Directors, who are the from DMC
(“DMC”) representatives of DMC are as follows:
a. Masanori Takahashi
b. Kunihiro Morimoto

DIRECTORS’ RESPONSIBILITY STATEMENT

IN RELATION TO THE FINANCIAL STATEMENTS
This statement is prepared as required by the Companies Act 2016 and the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
The Directors are responsible to ensure that the financial statements give a true and fair view of the
state of affairs of the Group and of the Company as at the end of each financial year, and of the results
and cash flows of the Group and of the Company for that year then ended.
The Directors consider that in preparing the financial statements:
• the Group and the Company have used appropriate accounting policies and are consistently
applied;
• reasonable and prudent judgements and estimates were made; and
• all applicable approved accounting standards in Malaysia have been adhered to.
The Directors are responsible for ensuring that the Company maintains accounting records that
disclose with reasonable accuracy the financial position of the Group and of the Company, and that
the financial statements comply with the requirements of the Companies Act 2016.
The Directors have general responsibilities for taking such steps that are reasonably available to them
to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

LIST OF PROPERTIES
Land Area Book
Approx.
(Built-up Description of Property Date of Value as at
Location Age of Tenure
Area) and Existing Use Acquisition 31.12.19
Building
Sq Metre (RM’000)
Proprietor: Daihatsu (Malaysia) Sdn Bhd
Lot 1, Jalan Keluli, Section 15 11,325 Industrial land with 31 Leasehold 18-Jul-1988 5,355
40000 Shah Alam (4,860) building used as (expiring on
Selangor Darul Ehsan showroom, workshop 12-Jan-2086)
and office
Lot 1A, Jalan Keluli, Section 15 442 Commercial land with 27 Leasehold 29-Aug-1992 310
40000 Shah Alam building used as (expiring on
Selangor Darul Ehsan showroom 12-Jan-2086)
Lot 2A, Jalan Keluli, Section 15 14,302 Industrial land with 29 Leasehold 8-Nov-1990 3,866
40000 Shah Alam (4,608) building used as (expiring on
Selangor Darul Ehsan workshop and store 26-Jan-2087)
Lot 2B, Jalan Keluli, Section 15 9,822 Industrial land with 28 Leasehold 24-Sep-1991 6,372
Selangor Darul Ehsan workshop 26-Jan-2087)
Lot 1, Lorong 51A/227C 1,677 Industrial land building 27 Leasehold 3-May-1993 1,203
46100 Petaling Jaya (674) used as workshop (expiring on
Selangor Darul Ehsan 13-Mar-2074)
Lot 68-G, 68-1 (944) 2 units of Ground & 1st 26 Leasehold 28-Jul-1993 905
Lot 69-G, 69-1 Floor of shop office (expiring in
Selayang Baru building year 2092)
Selangor Darul Ehsan
Lot 27, 28 and 29 (1,131) 3 units of 1 1/2-storey 26 Leasehold 28-Jul-1993 924

Selayang Baru terrace factory used (expiring in
Selangor Darul Ehsan as workshop year 2092)
Lot 6165A 5,681 Industrial land with 24 Freehold 10-Jul-1995 1,634

Bukit Beruntung Industrial Park building
Lot 48 & 57, 19,536 Industrial land 24 Freehold 10-Oct-1995 3,477

Bukit Beruntung Industrial Park
Lot 2, Jalan Gergaji 15/14 12,070 Industrial land with 24 Leasehold 10-Oct-1995 3,561
Section 15 building (expiring in
40000 Shah Alam year 2094)
47, Jalan Tun Abdul Razak 3,728 Land with double- 30 Freehold 20-Sep-1989 1,679
30100 Ipoh (617) storey building used
Perak Darul Ridzuan as showroom and
workshop
32, Jalan Tun Abdul Razak 4,806 Land with building used 29 Leasehold 19-Aug-1990 819
80200 Johor Bahru (939) as showroom and (expiring on
Johor Darul Takzim workshop 21-Dec-2030)

Land Area Book

Approx.
Building
Sq Metre (RM’000)
111 Jalan Laksamana Cheng Ho 5,263 Land with double- 29 Freehold 10-Dec-1990 1,581
75000 Melaka (814) storey building used
as showroom and
workshop
20, Jalan 54 271 4-storey shop lot used 28 Leasehold 11-Sep-1991 540
Desa Jaya, Kepong (1,080) as showroom and (expiring on
52100 Kuala Lumpur workshop 8-Mar-2081)
1, Jalan Memanda 7/1 304 Corner 4 1/2-storey shop 28 Freehold 12-Sep-1991 964
Ampang Triangle (1,331) lot used as showroom
Off Jalan Ampang
68000 Kuala Lumpur
3/G10 Ground & First Floor 250 Showroom 27 Leasehold 16-Mar-1992 529
Api-Api Centre (expiring on
88000 Kota Kinabalu, Sabah 6-Feb-2094)
5/G8 Ground & First Floor 250 Showroom 24 Leasehold 8-Feb-1995 669
Api-Api Centre (expiring on
88000 Kota Kinabalu, Sabah 6-Feb-2094)
B-317, Blue Lagoon (78) 2-bedroom condominium 30 Freehold 19-Feb-1990 76
Port Dickson used for leisure and
Negeri Sembilan Darul Khusus recreation
Apartment 401 (65) 3-bedroom apartment 29 Leasehold 21-Sep-1990 29
Block 2, Jalan SS18/47 used as accommodation (expiring on
40000 Shah Alam for employees when 29-Jul-2096)
Selangor Darul Ehsan attending training
Lot 2702, Palm Spring 834 Bungalow lot 25 Freehold 29-Jun-1995 188
Port Dickson
Negeri Sembilan Darul Khusus
Units 3, 4, 7 and 8 (653) 4 units apartments 24 Freehold 2-Nov-1995 85
Level 4 and 5, Block K
Bandar Bukit Beruntung
Apartments
Section 93, Sg. Besi 502 Commercial land with 24 Leasehold 17-Apr-1995 6,868
Bandar Kuala Lumpur building used as (expiring on
showroom 12-Jan-2067)
Block SA-01, The Boulevard (3,063) 11-storey office, 22 Leasehold 21-Jul-1997 9,641
Mid Valley City commercial building (expiring in
Lingkaran Syed Putra year 2098)
59200 Kuala Lumpur
2, Jalan 19/36 372 Land with 4-storey 22 Freehold 14-Aug-1997 1,734
45300 Petaling Jaya corner shophouse
1, Jalan 7/3 2,530 Industrial land with 2 1/2 17 Leasehold 17-Jan-2003 1,961
Kawasan Perindustrian Sri semi detached factory (expiring on
Kembangan 7-Apr-2088)
43300 Sri Kembangan

List of Properties
Land Area Book

Approx.
Building
Sq Metre (RM’000)
120, Lot 65, Section 22 3,173 Industrial land with 16 Leasehold 18-Jul-2003 2,098
Jalan Tun Abang Haji Openg building used as (expiring on
93000 Kuching showroom and 31-Dec-2090)
workshop
5 1/2 Miles, Jalan Tuaran 10,360 Industrial land with 16 Leasehold 26-May-2004 13,144
PO Box 22432 building used as
Kota Kinabalu, Sabah showroom, workshop
and office
57, Jalan BRP 1/4 353 Conner 3 1/2-storey 15 Freehold 23-Nov-2004 1,369
Bukit Rahman Putra shop lot used as
47000 Sg. Buloh showroom
29, Jalan SR 1/9 181 3 1/2-storey shop lot 13 Leasehold 2-Apr-2007 873
Taman Serdang Raya (expiring in
43300 Seri Kembangan 16-Jun-2095)
Lot 12, Jalan Dua 5,364 Detached open sided 11 Leasehold 2-Jun-2008 15,192
Off Jalan Chan Sow Lin factory (expiring in
55200 Kuala Lumpur 27-Apr-2068)
First Floor (741) Showroom 5 Freehold 13-Jul-2018 7,200
Menara MBMR
1 Jalan Syed Putra
58000 Kuala Lumpur
Proprietor: DMM Sales Sdn Bhd
1262, Jalan Baru 1,001 Industrial land with 20 Freehold 28-Aug-1999 1,063
13700 Perai, Pulau Pinang building
1 & 3, Jalan Damai Utama 631 Industrial land with 19 Freehold 22-Apr-2000 977
Taman Industri Damaiplus building
83000 Batu Pahat, Johor
Lot No. D070 1,740 Industrial Land 7 Freehold 19-Jul-2012 968
Bandar Seremban Utama
Seremban
Proprietor: Federal Auto Holdings Berhad
1103TS 1,874 Industrial land with 37 Freehold 6-Sep-1983 2,678

910 NED Penang building used as
89-A Sungei Pinang Road showroom, workshop
Penang and office
Lot 4297, Mukim of Kuala Kinta 8,465 Industrial land with 37 Freehold 4-Aug-1983 3,732
District of Kinta building used as
127, Jalan Kuala Kangsar showroom, workshop
Ipoh, Perak and office
Lot No. 420 10,652 Industrial land with 35 Freehold 20-Jul-1984 11,255
Mukim of Tebrau building used as
District of Johor Bahru, Johor showroom, workshop
and office

Land Area Book

Approx.
Building
Sq Metre (RM’000)
Lot 43, Jalan Pelukis U/46 7,657 Industrial land with 13 Freehold 1-Oct-2007 30,146
Seksyen U1 building used as
40150 Shah Alam showroom, workshop
Selangor Darul Ehsan and office
Ground Floor (591) Showroom 5 Freehold 1-Oct-2015 6,073

Menara MBMR
1 Jalan Syed Putra
58000 Kuala Lumpur
19-02, 19-3A (500) 2 units commercial 5 Freehold 1-Oct-2015 4,148

Menara MBMR office lots
1 Jalan Syed Putra
58000 Kuala Lumpur
Proprietor: F.A. Serve Sdn Bhd
Lot No. PT 13270 2,608 Petrol station 18 Freehold 31-Oct-2003 1,984

Mukim of Batu,
District of Kuala Lumpur
Proprietor: KMA Marketing Sdn Bhd
Units Nos. 2-1-14B and 2-1-15 333 Level One (Ground 21 Leasehold 2-Feb-1999 1,966
Level 1, Ground Floor Floor) shop units for (expiring on
Wawasan Plaza rent 31-Dec-2086)
Kota Kinabalu, Sabah
Proprietor: Hirotako Acoustics Sdn Bhd
No.18 Persiaran Sabak Bernam 24,212 Industrial land with 14 Freehold 5-Dec-2005 16,637
Section 26, 40400 Shah Alam building used as
Selangor Darul Ehsan manufacturing plant
and office
Lot 308 & 316 Block 26 (344) 5 units of apartment 23 Freehold 1-Feb-2009 367
Lot 604 Block 30, and &
Lot 308 & Lot 313 Block 39 31-May-2011
Jalan Selayang Satu 27/27A
Taman Bunga Negara
Section 27, 40400 Shah Alam
Proprietor: Oriental Metal Industries (M) Sdn Bhd
Lot 51 Jalan Utas 15/7 26,756 Industrial land with 35 Leasehold 30-Jan-2003 14,793
Selangor Darul Ehsan manufacturing plant 4-May-2074)
and office
Lot 15017, Seksyen 20 79,920 Industrial land with 11 Leasehold 13-Jul-2006 29,626
Mukim Serendah building used as (expiring on
Daerah Hulu Selangor manufacturing plant 25-Oct-2098)
and office

List of Properties
Land Area Book

Approx.
Building
Sq Metre (RM’000)
Proprietor: MBMR Properties Sdn Bhd

3-02, 3A-01, 9-02, 10-3A (5,480) 23 units commercial 5 Freehold 11-Nov-2010, 52,266
16-01, 16-02, 16-03, 16-3A, office lots 28-Feb-2015
17-02, 17-03, 17-3A, &
20-01, 20-02, 20-03, 20-3A, 24-Sep-2018
21-01, 21-02, 21-03, 21-3A,
22-01, 22-03, 23-01, 23A-01
Menara MBMR
1 Jalan Syed Putra
58000 Kuala Lumpur
LG1,LG2,LG3 & LG5, Carpark 1&2 (3,791) 8 units commercial lots 5 Freehold 16-Feb-2012 24,720
B-G-1,B-G-2,B1-1,B-1-2
The Signature, Jalan 22/70A
Desa Sri Hartamas
50480 Kuala Lumpur
PT 6389 to PT6392 82,005 Vacant land - Freehold 31-Mar-2013 20,128

Bandar Sri Sendayan
District of Seremban
Plot 19, 20 & 21 12,685 Vacant land - Freehold 16-May-2013 7,040

Desa Lang Indah
Jalan Lang Indah
30010 Ipoh, Perak

Analysis of Shareholdings
ANALYSIS OF SHAREHOLDINGS
As at 30 April 2020
Total Number of Issued Shares : 390,887,653

Class of Shares : Ordinary Shares
No. of Shareholders : 4,000
Voting Rights : One (1) vote per ordinary share
SIZE OF SHAREHOLDINGS
As at 30 April 2020
Size of Holdings No. of Holders % No. of Shares %
1 – 99 570 14.25 11,387 0.01

100 – 1,000 696 17.40 438,416 0.11
1,001 – 10,000 2,069 51.73 7,591,935 1.94
10,001 – 100,000 480 12.00 16,021,116 4.10
100,001 – 19,544,381 (*) 181 4.52 157,257,771 40.23
19,544,382 and above (**) 4 0.10 209,567,028 53.61
TOTAL 4,000 100.00 390,887,653 100.00
Remark: * - Less than 5% of issued shares

**- 5% and above of issued shares
SUBSTANTIAL SHAREHOLDINGS
As at 30 April 2020
Direct Interest Indirect Interest

Name of Shareholders No. of Shares Held % No. of Shares Held %
1. Med-Bumikar Mara Sdn. Bhd. 193,504,349 49.50 2,213,402 [1] 0.57

2. Employees Provident Fund Board 36,404,879 9.31 - -
Note: [1] Deemed interest by virtue of its shareholding in Central Shore Sdn. Bhd.

DIRECTORS’ SHAREHOLDINGS
As at 30 April 2020
Direct Interest Indirect Interest Total

Name of Directors No. of Shares Held % No. of Shares Held % No. of Shares Held %
1. Datuk (Dr) Aminar Rashid bin Salleh - - - - - -

2. Mr Low Hin Choong 32,000 0.01 1,200,056 [1] 0.31 1,232,056 0.32
3. Mr Ng Seng Kong 160,000 0.04 1,459,715 [2] 0.37 1,619,715 0.41
4. Dato’ Anwar bin Haji @ Aji - - - - - -
5. Encik Muhammad Lukman bin Musa - - - - - -
@ Hussain
6. Ms Wong Fay Lee 33,100 0.01 - - 33,100 0.01
[ 1 ] Deemed interest by virtue of shares held by close family members

[2] Deemed interest by virtue of shares held by related company
PRESIDENT & CHIEF EXECUTIVE OFFICER’S SHAREHOLDINGS

As at 30 April 2020
Direct Interest Indirect Interest Total

Name No. of Shares Held % No. of Shares Held % No. of Shares Held %
1. Dr. Muhammad Iqbal bin Shaharom - - - - - -

LIST OF TOP 30 SHAREHOLDERS

As at 30 April 2020
Holdings
No. Names No. of Shares %
1 MED-BUMIKAR MARA SDN BHD 92,704,349 23.72
2 PUBLIC NOMINEES (TEMPATAN) SDN BHD 46,500,000 11.90

PLEDGED SECURITIES ACCOUNT FOR MED-BUMIKAR MARA SDN BHD (SAM)
3 PUBLIC NOMINEES (TEMPATAN) SDN BHD 35,800,000 9.16

PLEDGED SECURITIES ACCOUNT FOR MED-BUMIKAR MARA SDN BHD (PIVB)
4 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 34,562,679 8.84

EMPLOYEES PROVIDENT FUND BOARD
5 LEMBAGA TABUNG HAJI 18,818,600 4.81
6 CIMB GROUP NOMINEES (TEMPATAN) SDN BHD 18,500,000 4.73

PLEDGED SECURITIES ACCOUNT FOR MED-BUMIKAR MARA SDN BHD (CBD-
GR6)

EXEMPT AN FOR AIA BHD.
8 KENANGA NOMINEES (TEMPATAN) SDN BHD 4,267,100 1.09

PLEDGED SECURITIES ACCOUNT FOR YAP LIM SEN
9 AMANAHRAYA TRUSTEES BERHAD 3,798,520 0.97

PUBLIC ISLAMIC OPPORTUNITIES FUND
10 HLIB NOMINEES (TEMPATAN) SDN BHD 3,647,200 0.93

PLEDGED SECURITIES ACCOUNT FOR YAP LIM SEN (M)
11 FEDERAL REALTY COMPANY SDN BHD 3,596,788 0.92

PMB SHARIAH AGGRESSIVE FUND

PUBLIC SMALLCAP FUND
14 ONG CHOO BOO & SONS SDN BERHAD 2,756,233 0.71
15 MAYBANK NOMINEES (TEMPATAN) SDN BHD 2,430,300 0.62

MTRUSTEE BERHAD FOR PRINCIPAL DALI EQUITY GROWTH FUND (UT-CIMB-
DALI) (419455)
16 CENTRAL SHORE SDN BHD 2,213,402 0.57
17 ZAHARAH BINTI NORDIN 1,660,000 0.42

ASN UMBRELLA FOR ASN IMBANG (MIXED ASSET BALANCED) 2
19 LEMBAGA TABUNG ANGKATAN TENTERA 1,591,100 0.40

PB ISLAMIC SMALLCAP FUND

LIST OF TOP 30 SHAREHOLDERS

As at 30 April 2020
Holdings
No. Names No. of Shares %

PUBLIC ISLAMIC ALPHA-40 GROWTH FUND

GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (DR)
23 AMANAH RAYA BERHAD 1,496,700 0.38

KUMPULAN WANG BERSAMA SYARIAH
24 CITIGROUP NOMINEES (ASING) SDN BHD 1,407,302 0.36

CBNY FOR DIMENSIONAL EMERGING MARKETS VALUE FUND
25 DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD DEUTSCHE 1,287,400 0.33

TRUSTEES MALAYSIA BERHAD FOR HONG LEONG GROWTH FUND
26 HSBC NOMINEES (ASING) SDN BHD 1,224,800 0.31

TNTC FOR LSV EMERGING MARKETS SMALL CAP EQUITY FUND, LP
27 YAP SIEW CHIN 1,200,056 0.31

EMPLOYEES PROVIDENT FUND BOARD (F TEMPLETON)
29 CITIGROUP NOMINEES (ASING) SDN BHD 1,192,110 0.30

CBNY FOR EMERGING MARKET CORE EQUITY PORTFOLIO DFA INVESTMENT
DIMENSIONS GROUP INC
30 NGT HOLDINGS SENDIRIAN BERHAD 1,123,715 0.29
TOTAL 312,410,154 79.92

REPORT
OF THE
DIRECTORS
AND AUDITED
FINANCIAL
STATEMENTS
For the Year Ended 31 December 2019
(in Ringgit Malaysia)
68 Directors’ Report
74 Statement by Directors
75 Declaration by the Officer Primarily

Responsible for the Financial Management
of the Company
76 Independent Auditors’ Report to the

Members of MBM RESOURCES BERHAD
81 Statements of Profit or Loss and Other

Comprehensive Income
83 Statements of Financial Position
85 Statements of Changes In Equity
88 Statements of Cash Flows
91 Notes to the Financial Statements

Directors’ Report
The directors of MBM RESOURCES BERHAD have pleasure in submitting their report and the audited
financial statements of the Group and of the Company for the financial year ended 31 December 2019.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding.
The information on name, place of incorporation, principal activities and percentage of issued share
capital held by the Company in each subsidiaries, joint venture and associates are disclosed in Notes
52, 53 and 54 to the financial statements respectively.
RESULTS
The results of the Group and of the Company for the financial year are as follows:
The Group The Company

RM’000 RM’000
Profit before tax 268,290 155,119

Income tax expense (10,943) (472)
Profit for the year from continuing operations 257,347 154,647

Loss for the year from discontinued operation (8,119) -
Profit for the year 249,228 154,647
Attributable to:
Equity holders of the Company
Continuing operations 231,793 154,647
Discontinued operation (8,119) -
223,674 154,647
Non-controlling interests
Continuing operations 25,554 -
249,228 154,647
In the opinion of the directors, the results of the Group and of the Company during the financial year
have not been substantially affected by an item, transaction or event of a material and unusual nature
other than as disclosed in Note 9 and the discontinued operation in Note 13 to the financial statements.

DIVIDENDS
The amounts of dividends paid by the Company since 1 January 2019 are as follows:
RM’000
In respect of the financial year ended 31 December 2018:
Second interim single tier dividend of 3 sen per ordinary share, declared on
23 January 2019 and paid on 25 February 2019 11,727
Final single tier dividend of 6 sen per ordinary share, proposed on 3 April 2019,
approved by the shareholders at the last Annual General Meeting on 29 May 2019
and paid on 28 June 2019 23,453
First interim single tier dividend of 6 sen per ordinary share, declared on 20 August
2019 and paid on 19 September 2019 23,453
58,633
On 26 February 2020, the directors declared a second interim single tier dividend of 7 sen per ordinary
share amounting to RM27,362,000 in respect of the current financial year ended 31 December 2019
which was paid on 30 March 2020.
RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than
those disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES

The Company did not issue any new shares or debentures during the year.
SHARE GRANTS
The Long-Term Incentive Plan (“LTIP”) of the Company is governed by the by-laws approved by the
shareholders at an Extraordinary General Meeting held on 19 November 2014. The LTIP was implemented
on 26 September 2016 and will be in force for a period of 10 years from the effective date.
The LTIP comprises 2 schemes, i.e., Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”).
The salient features of the LTIP are disclosed in Note 48 to the financial statements.
Movements in the Company’s PSP during the financial year are as follows:
Number of Grants in Respect of Ordinary Shares

Date of Grant As of 1.1.2019 Granted Vested Lapsed As of 31.12.2019
26.9.2016 262,400 - - (262,400) -

Directors’ Report
OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were prepared, the directors took
reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and
the making of allowance for expected credit losses and satisfied themselves that all known bad
debts had been written off and that adequate allowance had been made for expected credit
losses; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of
business including the value of current assets as shown in the accounting records of the Group
and of the Company had been written down to an amount which the current assets might be
expected so to realise.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amount written off for bad debts or the amount of the allowance for
expected credit losses in the financial statements of the Group and of the Company inadequate
to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the
Group and of the Company misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of assets
or liabilities of the Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements of the Group and of the Company
which would render any amount stated in the financial statements misleading.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; and
(b) any contingent liability of the Group and of the Company which has arisen since the end of the
financial year.
No contingent or other liability has become enforceable, or is likely to become enforceable within the
period of twelve months after the end of the financial year which, in the opinion of the directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations when
they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen
in the interval between the end of the financial year and the date of this report which is likely to affect
substantially the results of operations of the Group and of the Company in the financial year in which
this report is made.

DIRECTORS
The directors of the Company in office during the financial year and during the period from the end of
the financial year to the date of this report are:
Dato’ Anwar bin Haji @ Aji

Low Hin Choong #
Ng Seng Kong #
Muhammad Lukman bin Musa @ Hussain (appointed on 28.01.2019)
Datuk (Dr) Aminar Rashid bin Salleh (appointed on 29.05.2019)
Wong Fay Lee # (appointed on 29.05.2019)
Dato’ Abd Rahim bin Abd Halim (resigned on 29.05.2019)
Mustapha bin Mohamed (retired on 29.05.2019)
Shamshin @ Shamshir bin Ghazali (retired on 29.05.2019)
# are also the directors of subsidiaries.
The directors of the subsidiaries in office during the financial year and during the period from the end
of the financial year to the date of this report are (excluding directors who are also directors of the
Company):
Adam Firsham bin Aqil

Ahmad Zaki bin Abd Rahim
Ahmid bin Idris
Aqil bin Haji Ahmad Azizuddin
Azmi bin Abd Rahim
Gemel @ Jebith bin Maliki
Makoto Ogawa
Dr. Muhammad Iqbal bin Shaharom
Ngeow Zoo Gin
Noor Aman Putra bin Mohd Madi
Dr. Tan Chor Par
Timothy Liew Thau Ee
Wong Wei Khin
Kunihiro Morimoto (appointed on 17.04.2019)
Takuro Hoshika (appointed on 1.05.2019)
Mohd Radzi Bin Kassim (appointed on 30.05.2019 and resigned on 30.01.2020)
Chin Tze Fui @ Annie Chin (appointed on 21.11.2019)
Masanori Takahashi (appointed on 9.12.2019)
Shigeharu Toda (resigned on 9.12.2019)
Tay Nguan Huat (resigned on 20.11.2019)
Nazli binti Abd Rahim (resigned on 1.10.2019)
Lim Hoon Eng (resigned on 22.08.2019)
Jun Ikeda (resigned on 1.05.2019)
Daisuke Yasuda (resigned on 30.04.2019)
Nor Hadi bin Daud (resigned on 18.04.2019)
Hirotaka Fujino (resigned on 17.04.2019)

Directors’ Report
DIRECTORS’ INTERESTS
The interests in shares in the Company and in a related corporation of those who were directors at the
end of the financial year according to the Register of Directors’ Shareholdings kept by the Company
under Section 59 of the Companies Act, 2016 are as follows:
Number of Ordinary Shares

As of date of
appointment/ As of
1.1.2019 Bought Sold 31.12.2019
Shares in the Company
Direct interest
Low Hin Choong 32,000 - - 32,000
Ng Seng Kong 160,000 - - 160,000
Wong Fay Lee 33,100 - - 33,100
Indirect interest
Low Hin Choong 1,432,956 - (232,900) 1,200,056
Ng Seng Kong 1,459,715 - - 1,459,715
Shares in the holding company,

Med-Bumikar Mara Sdn. Bhd.
Direct interest
Ng Seng Kong 446,548 - - 446,548
Indirect interest
Low Hin Choong 8,225,223 - - 8,225,223
By virtue of the above directors’ interest in the shares of the Company and of the holding company,
the abovementioned directors are also deemed to have an interest in the shares of the subsidiaries to
the extent that the Company and the holding company have an interest.
None of the other directors in office at the end of the financial year held shares or had beneficial
interest in the shares of the Company or its related corporation during or at the beginning and end of
the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors of the Company has received or
become entitled to receive any benefit (other than the benefit included in the aggregate amount of
emoluments received or due and receivable by directors or being fixed salary of a full-time employee
of the Company as disclosed in Note 11 to the financial statements) by reason of a contract made
by the Company or a related corporation with the director or with a firm of which the director is a
member, or with a company in which the director has a substantial financial interest except for any
benefit which may be deemed to have arisen by virtue of the transactions between the Company and
certain companies in which certain directors of the Company are also directors and/or shareholders
as disclosed in Note 44 to the financial statements.

During and at the end of the financial year, no arrangement subsisted to which the Company was a
party whereby directors of the Company might acquire benefits by means of the acquisition of shares
in, or debentures of, the Company or any other body corporate.
INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS

The Company maintains directors’ and officers’ liability insurance for purposes of Section 289 of
the Companies Act, 2016, throughout the year, which provides appropriate insurance cover for the
directors and officers of the Company.
HOLDING COMPANY
The immediate and ultimate holding company of the Company is Med-Bumikar Mara Sdn. Bhd., a
company incorporated in Malaysia.
SUBSEQUENT EVENT
The details of such event are disclosed in Note 49 to the financial statements.
AUDITORS
The auditors, Deloitte PLT, have indicated their willingness to continue in office.
AUDITORS’ REMUNERATION
The amount payable as remuneration of the auditors for the financial year ended 31 December 2019 is
as disclosed in Note 9 to the financial statements.
Signed on behalf of the Board, as approved by the Board

in accordance with a resolution of the Directors,
_________________________________________
DATUK (DR) AMINAR RASHID BIN SALLEH
_________________________________________
DATO’ ANWAR BIN HAJI @ AJI
20 May 2020

Statement By Directors
The directors of MBM RESOURCES BERHAD state that, in their opinion, the accompanying financial
statements are drawn up in accordance with Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia so as to
give a true and fair view of the financial position of the Group and of the Company as of 31 December
2019 and of the financial performance and the cash flows of the Group and of the Company for the
year ended on that date.
Signed in accordance with

a resolution of the Directors,
_________________________________________
DATUK (DR) AMINAR RASHID BIN SALLEH
_________________________________________
DATO’ ANWAR BIN HAJI @ AJI
Kuala Lumpur
20 May 2020

Declaration By the Officer Primarily

Responsible For the Financial Management
of the Company
I, CHIN TZE FUI @ ANNIE CHIN (MIA number: 9387), the officer primarily responsible for the financial
management of MBM RESOURCES BERHAD, do solemnly and sincerely declare that the accompanying
financial statements are, in my opinion, correct and I make this solemn declaration conscientiously
believing the declaration to be true, and by virtue of the Statutory Declarations Act, 1960.
____________________________________
CHIN TZE FUI @ ANNIE CHIN
Subscribed and solemnly declared by the abovenamed

CHIN TZE FUI @ ANNIE CHIN at KUALA LUMPUR on
this 20th May 2020.
Before me,
____________________________________
COMMISSIONER FOR OATHS

MBM RESOURCES BERHAD

(Incorporated in Malaysia)
Independent Auditors’ Report to the Members

of MBM RESOURCES BERHAD
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of MBM RESOURCES BERHAD, which comprise the
statements of financial position of the Group and of the Company as at 31 December 2019, and the
statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Group and of the Company for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies as set out on pages 81 to
168.
In our opinion, the accompanying financial statements of the Group and of the Company give a true
and fair view of the financial position of the Group and of the Company as at 31 December 2019, and
of their financial performance and cash flows for the year then ended in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of
the Companies Act, 2016 in Malaysia.
Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further described
in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on
Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and
the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws
and the IESBA Code.
(Forward)

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the Group and of the Company for the current year. These
matters were addressed in the context of our audit of the financial statements of the Group and of the
Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key audit matter How the scope of our audit responded to the key
audit matter
Valuation of property, plant and equipment Our audit procedures, among others, included:
The Group engages in the business of manufacturing of • Assessed and evaluated management’s
alloy wheels for motor vehicles which incurs losses since assessment for indicators of impairment
the start of its operations. of property, plant and equipment based on
the financial information of the alloy wheel
Considering the continuous losses incurred by the alloy manufacturing plant;
wheels operation, the Group had performed impairment • Verified the accuracy of the input data
assessment of the property, plant and equipment relating provided by the management;
to the alloy wheel manufacturing plant of the Group and • Challenged the reasonableness of the
recognised an impairment loss of RM63,838,000 in the key bases and assumptions underpinning
previous financial years. Impairment assessment carried the fair valuation model, including the
out during the year has led to a reversal of impairment of estimated scrap or second hand market
RM515,000 being recognised. prices and the estimated scrap weight of
the plant and machinery; and
Following a review of the business, the operating plans of • Compared the fair values assessed by
the Group and the outlook for the industry, the Group has the management to independent sources
decided to cease the operation of manufacturing of alloy publicly available and challenged the
wheels during the year. reasonableness of adjustments made to
the market prices by the management.
The recoverable amount was determined by the
management based on their fair value less cost to sell.
The fair value was determined with reference made to the
scrap or second hand market prices of property, plant and
equipment with similar age and specifications, adjusted
for certain assumptions made by the management.
The key bases and assumptions used in the estimation

of the recoverable amount involve a significant degree
of management judgement. Refer to key bases and
assumptions used as disclosed in Note 16.
We have determined that there is no key audit matter in the audit of the separate financial statements
of the Company to communicate in our auditors’ report.
Information Other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial statements
of the Group and of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other
information and we do not express any form of assurance conclusion thereon.
(Forward)

Independent Auditors’ Report to the Members of

MBM RESOURCES BERHAD (Incorporated in Malaysia)
In connection with our audit of the financial statements of the Group and of the Company, our
responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements of the Group and of the Company or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the Group
and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act,
2016 in Malaysia. The directors are also responsible for such internal control as the directors determine
is necessary to enable the preparation of financial statements of the Group and of the Company that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible
for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or the Company or to cease operations, or has no
realistic alternative but to do so.
Auditors’ Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the
Group and of the Company as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with approved standards on
auditing in Malaysia and International Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and
of the Company, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit 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 Group’s and of the Company’s internal control.
(Forward)

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s or the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditors’ report to the related disclosures in the financial statements
of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group or the Company to cease to continue
as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group
and of the Company, including the disclosures, and whether the financial statements of the
Group and of the Company represent the underlying transactions and events in a manner that
achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the financial statements of the
Group. We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine the matter that were of most
significance in the audit of the financial statements of the Group and of the Company for the current
year and are therefore the key audit matter. We describe these matters in our auditors’ report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 2016 in Malaysia, we report that
the subsidiaries of which we have not acted as auditors, are disclosed in Note 52 to the financial
statements.
(Forward)

Independent Auditors’ Report to the Members of

MBM RESOURCES BERHAD (Incorporated in Malaysia)
Other Matter
This report is made solely to the members of the Company, as a body, in accordance with Section 266
of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume responsibility to
any other person for the content of this report.
DELOITTE PLT (LLP0010145-LCA)

Chartered Accountants (AF 0080)
TEO SWEE CHUA

Partner - 02846/01/2022 J
Chartered Accountant
20 May 2020


AND ITS SUBSIDIARIES
STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019

Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Continuing operations
Revenue 5 2,085,241 1,882,697 129,253 103,951

Cost of sales 6 (1,932,553) (1,733,763) - -
Gross profit 152,688 148,934 129,253 103,951

Other income 84,034 40,506 46,800 79
Administrative and other expenses (94,026) (93,145) (25,721) (40,466)
Selling and marketing expenses (79,530) (64,683) - -
Finance costs 7 (2,098) (5,678) (60) (3,281)
Interest income 8 4,530 5,286 4,847 3,538
Share of results of a joint venture, net of tax 21 11,874 14,327 - -
Share of results of associates, net of tax 22 190,818 183,091 - -
Profit before tax 9 268,290 228,638 155,119 63,821

Income tax expense 12 (10,943) (15,114) (472) (356)
Profit for the year from continuing operations 257,347 213,524 154,647 63,465
Loss for the year from discontinued operation,
net of tax 13 (8,119) (24,626) - -
Profit for the year 249,228 188,898 154,647 63,465
Other comprehensive income/(loss), net of tax
Items that may be reclassified subsequently to

profit or loss:
Share of revaluation surplus from fair value
adjustments of assets in an associate 3,862 - - -
Share of foreign currency translation reserve of
foreign operations of associates 994 (1) - -
Net gain/(loss) on cash flow hedges of an
associate 10 (32) - -
Other comprehensive income/(loss) for the

year, net of tax 4,866 (33) - -
Total comprehensive income for the year 254,094 188,865 154,647 63,465

Statements of Profit Or Loss and Other Comprehensive Income


Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Profit for the year attributable to:

Continuing operations 231,793 190,589 154,647 63,465
Discontinued operation (8,119) (23,825) - -
223,674 166,764 154,647 63,465
Continuing operations 25,554 22,935 - -
Discontinued operation - (801) - -
25,554 22,134 - -
249,228 188,898 154,647 63,465
Total comprehensive income attributable to:

228,248 166,734 154,647 63,465
Continuing operations 25,846 22,932 - -
Discontinued operation - (801) - -
25,846 22,131 - -
254,094 188,865 154,647 63,465
The Group
Note 2019 2018
Sen Sen
(Restated)
Earnings/(Loss) per share 14
Basic from:
Continuing operations 59.3 48.8
Discontinued operation (2.1) (6.1)
57.2 42.7
Diluted from:
57.2 42.6
Net dividend per ordinary share 15 15.0 4.5
The accompanying Notes form an integral part of the financial statements.


STATEMENTS OF FINANCIAL POSITION

AS OF 31 DECEMBER 2019

Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-Current Assets
Property, plant and equipment 16 232,547 269,023 7 14
Right-of-use assets 17 3,200 - 999 -
Investment properties 18 56,260 59,082 - -
Prepaid land lease payments 19 31,685 35,589 - -
Investment in subsidiaries 20 - - 300,929 302,829
Investment in a joint venture 21 68,822 72,248 - -
Investment in associates 22 1,223,614 1,207,934 179,468 207,043
Other investments 24 1,862 1,936 - -
Deferred tax assets 25 2,190 2,538 - -
Goodwill on consolidation 26 1,104 1,104 - -
Total Non-Current Assets 1,621,284 1,649,454 481,403 509,886
Current Assets
Inventories 27 107,754 104,410 - -
Trade receivables 28 114,910 107,745 - -
Other receivables, deposits and prepaid
expenses 29 25,422 24,403 148 205
Amount owing by subsidiaries 30 - - 131,645 52,475
Amount owing by a joint venture 21 15,300 10,200 - -
Tax recoverable 5,077 11,167 - 41
Cash and bank balances and short-term fund
investments 31 265,592 197,373 96,220 48,706
534,055 455,298 228,013 101,427

Assets classified as held for sale 32 38,295 1,321 - -
Total Current Assets 572,350 456,619 228,013 101,427
Total Assets 2,193,634 2,106,073 709,416 611,313
(Forward)

Statements of Financial Position

AS OF 31 DECEMBER 2019

Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
EQUITY AND LIABILITIES
Capital and Reserves

Share capital 33 391,651 391,651 391,651 391,651
Reserves 34 1,357,235 1,187,620 313,343 217,329
Equity attributable to owners of the Company 1,748,886 1,579,271 704,994 608,980

Non-controlling interests 20 263,709 249,239 - -
Total Equity 2,012,595 1,828,510 704,994 608,980
Non-Current Liabilities
Long-term borrowings 35 18,834 85,406 - -
Deferred tax liabilities 25 4,886 5,380 - -
Retirement benefits obligation 36 2,632 2,878 1,400 1,400
Lease liabilities - non current portion 37 1,539 - 700 -
Hire purchase payables - non current portion 39 - 1 - -
Total Non-Current Liabilities 27,891 93,665 2,100 1,400
Current Liabilities
Provision for claims 40 268 268 - -
Short-term borrowings 35 17,060 58,546 - -
Trade payables 41 92,069 72,014 - -
Other payables and accrued expenses 42 40,908 49,526 1,052 743
Amount owing to a subsidiary company 43 - - 630 -
Amount owing to holding company 43 36 190 36 190
Lease liabilities - current portion 37 1,735 - 324 -
Finance lease payables - current portion 38 - 1,510 - -
Hire purchase payables - current portion 39 - 14 - -
Tax liabilities 1,072 1,830 280 -
Total Current Liabilities 153,148 183,898 2,322 933
Total Liabilities 181,039 277,563 4,422 2,333
Total Equity and Liabilities 2,193,634 2,106,073 709,416 611,313


STATEMENTS OF CHANGES IN EQUITY

The Group Non-distributable reserve

Equity- Attributable
Foreign settled Distributable to the equity
Note currency employee reserve - holders Non-
Share Fair value Hedging translation benefits Retained of the controlling Total
capital reserve reserve reserve reserve earnings Company interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As of 1 January 2019 391,651 - (40) - 347 1,187,313 1,579,271 249,239 1,828,510

Dividends distributed
to owners of the
Company 15 - - - - - (58,633) (58,633) - (58,633)
Dividends paid to non-
controlling interests
of subsidiaries - - - - - - - (11,376) (11,376)
Profit for the year - - - - - 223,674 223,674 25,554 249,228

Other comprehensive
income - 3,569 9 996 - - 4,574 292 4,866
Total comprehensive
income for the year - 3,569 9 996 - 223,674 228,248 25,846 254,094
Long-Term Incentive
Plan (“LTIP”):
Transfer on lapse - - - - (347) 347 - - -
As of 31 December 2019 391,651 3,569 (31) 996 - 1,352,701 1,748,886 263,709 2,012,595
(Forward)

Statements of Changes in Equity

The Group Non-distributable reserve

Distributable Attributable
Equity-settled reserve – to the equity Non-
Share Hedging employee Retained holders of controlling Total
Note capital reserve benefits reserve earnings the Company interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As of 1 January 2018 391,651 (10) 254 1,057,815 1,449,710 216,523 1,666,233

Dividends distributed to owners
of the Company 15 - - - (17,590) (17,590) - (17,590)
Dividends paid to non-controlling
interests of subsidiaries - - - - - (7,345) (7,345)
Profit for the year - - - 166,764 166,764 22,134 188,898

Other comprehensive loss - (30) - - (30) (3) (33)
Total comprehensive income for the

year - (30) - 166,764 166,734 22,131 188,865
Long-Term Incentive Plan (“LTIP”):
Recognition of share-based
payments - - 93 - 93 - 93
Acquisition from non-controlling
interest - - - (19,676) (19,676) 17,930 (1,746)
As of 31 December 2018 391,651 (40) 347 1,187,313 1,579,271 249,239 1,828,510
(Forward)

The Company Equity-settled Distributable

employee benefits reserve -
Note Share capital reserve Retained earnings Total equity
RM’000 RM’000 RM’000 RM’000
As of 1 January 2019 391,651 347 216,982 608,980

Dividends 15 - - (58,633) (58,633)
Total comprehensive income for the year - - 154,647 154,647
Transfer on lapse - (347) 347 -
As of 31 December 2019 391,651 - 313,343 704,994
As of 1 January 2018 391,651 254 171,107 563,012

Dividends 15 - - (17,590) (17,590)
Total comprehensive income for the year - - 63,465 63,465
Recognition of share-based payments - 93 - 93
As of 31 December 2018 391,651 347 216,982 608,980


STATEMENTS OF CASH FLOWS


2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit/(loss) before tax
260,171 204,012 155,119 63,821

Adjustments for:
Impairment losses on:
Property, plant and equipment 1,322 1,972 - -
Investment in subsidiaries - - 6,801 62,500
Other investments 74 52 - -
Reversal of impairment loss on property, plant and
equipment (515) - - -
Depreciation of:
Property, plant and equipment 14,092 15,974 14 66
Right-of-use assets 2,650 - 333 -
Investment properties 1,782 1,717 - -
Finance costs 4,947 10,691 60 3,281
Inventories written down 649 73 - -
Allowance for expected credit losses 863 3,906 - -
Allowance for expected credit losses no longer required (1,565) (1,784) - -
Bad debts written off 101 - - -
Written back of bad debts previously written off (21) - - -
Write off of amount owing by subsidiaries - - 18,500 33,124
Write back of amount owing by a subsidiary previously
written off - - (4,901) (59,500)
Allowance for slow-moving inventories 1,318 5,842 - -
Allowance for slow-moving inventories no longer
required (704) (1,905) - -
Property, plant and equipment written off 96 99 - -
Amortisation of prepaid land lease payments 515 522 - -
Pension costs - defined benefit plans 890 914 - -
Shared-based payments expenses - 93 - 93
Dividend income - - (128,840) (103,791)
Share of results of associates (190,818) (183,091) - -
Share of results of a joint venture (11,874) (14,327) - -
(Forward)


2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Interest income (4,598) (5,286) (1,296) (1,796)

Gain on disposal of:
Property, plant and equipment (60) (731) - (79)
Investment properties (1,320) (1,901) - -
Investment in associates (24,761) - (46,800) -
Assets classified as held for sale (11,929) - - -
Interest income on amount owing by subsidiaries - - (3,551) (1,742)
Operating Profit/(Loss) Before Working Capital

Changes 41,305 36,842 (4,561) (4,023)
Movements in working capital:
Decrease/(Increase) in:
Receivables (7,562) 13,645 57 132
Inventories (4,607) 37,260 - -
Net changes in related company balances (154) 76 (93,643) (29,488)

Increase/(Decrease) in:
Payables 11,437 (10,527) 309 (407)
Cash Generated From/(Used In) Operations 40,419 77,296 (97,838) (33,786)
Contributions paid under retirement benefit schemes (1,136) (902) - -

Income tax refunded 7,388 37 521 -
Income tax paid (13,145) (11,425) (672) (420)
Net Cash From/(Used In) Operating Activities 33,526 65,006 (97,989) (34,206)
CASH FLOWS FROM INVESTING ACTIVITIES

Dividends received from:
Subsidiaries - - 25,645 34,320
Associates 130,390 88,776 103,195 69,471
Joint venture 10,200 15,299 - -
Interest received 4,598 5,286 1,296 1,796
Proceeds from disposal of:
Property, plant and equipment 1,007 1,821 - 79
Investment properties 2,662 4,806 - -
Investment in associates 74,375 - 74,375 -
Assets classified as held for sales 13,250 - - -
(Forward)

Statements of Cash Flows


Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Purchase of property, plant and equipment (11,966) (9,720) (7) -

Purchase of investment properties (2,708) - - -
Acquisition of additional interest in a subsidiary
company - - - (1,700)
Acquisition of remaining stakes of a subsidiary - (1,746) - -
Net Cash From Investing Activities 221,808 104,522 204,504 103,966
CASH FLOWS USED IN FINANCING ACTIVITIES

Decrease/(Increase) in deposits with maturities
in excess of three months 9,996 (10,000) - -
Net decrease of other borrowings (33,664) (34,930) - -
Repayments of - net:
Term loans (72,832) (96,032) - (76,629)
Hire purchase payables (15) (14) - -
Finance lease payables (1,510) (1,964) - -
Finance costs paid (4,947) (10,691) (60) (3,281)
Payment of lease liabilities (2,576) - (308) -
Dividends paid to non-controlling interests of
subsidiaries (11,376) (7,345) - -
Dividends paid (58,633) (17,590) (58,633) (17,590)
Decrease in restricted cash 4 9,204 4 9,204
Net Cash Used in Financing Activities (175,553) (169,362) (58,997) (88,296)
NET INCREASE/ (DECREASE) IN CASH AND

CASH EQUIVALENTS 79,781 166 47,518 (18,536)
CASH AND CASH EQUIVALENTS AT THE

BEGINNING OF YEAR 179,014 178,848 48,702 67,238
CASH AND CASH EQUIVALENTS AT THE END

OF YEAR 31 258,795 179,014 96,220 48,702


Notes to the Financial Statements

1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed
on the Main Market of Bursa Malaysia Securities Berhad.
The principal activity of the Company is investment holding.
The information on name, place of incorporation, principal activities and percentage of issued share
capital held by the Company in each subsidiaries, joint venture and associates are disclosed in Notes
52, 53 and 54 respectively.
There have been no significant changes in the nature of the principal activities of the Group and of the
Company during the financial year.
The financial statements are presented in Ringgit Malaysia (“RM”). All values are recorded to the
nearest thousand (“RM’000”) except where otherwise indicated.
The registered office of the Company is located at Unit 30-01, Level 30, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia and the principal
place of business of the Company is located at No. 23-01, Level 23, Menara MBMR, 1, Jalan Syed Putra,
58000 Kuala Lumpur, Malaysia.
The financial statements of the Group and of the Company were authorised by the Board of Directors
for issuance in accordance with a resolution of the directors on 20 May 2020.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements of the Group and of the Company have been prepared in accordance with
Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and
the requirements of the Companies Act, 2016 in Malaysia.
Application of New Malaysian Financial Reporting Standard, Amendment to MFRS and

Issue Committee (“IC”) Interpretation
In the current financial year, the Group and the Company have adopted all the new MFRSs, amendments
to MFRSs and IC Interpretation issued by the Malaysian Accounting Standards Board (“MASB”) that
are effective for annual periods beginning on or after 1 January 2019.


MFRS 16 Leases
Amendments to:
MFRS 9 Prepayment Features with Negative Compensation
MFRS 119 Plan Amendment, Curtailment or Settlement
MFRS 128 Long-term Interests in Associates and Joint Ventures
IC Interpretation 23 Uncertainty over Income Tax Treatments
Annual Improvements to MFRSs 2015 – 2017 Cycle
The adoption of these new MFRS, amendments to MFRSs and IC interpretation did not result in significant changes in the
accounting policies of the Group and of the Company and has no significant effect on the financial performance or position
of the Group and of the Company except as disclosed below:
Impact of initial application of MFRS 16 Leases

In the current year, the Group and the Company, for the first time, have applied MFRS 16 Leases that is effective for an
annual period that begins on or after 1 January 2019.
MFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to
the lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of
a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low-
value assets. In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged.
Details of these new requirements are described in Note 3. The impact of the adoption of MFRS 16 on the Group’s and the
Company’s consolidated financial statements is described below.
The Group and the Company have applied MFRS 16 using the cumulative catch-up approach which:
• Requires the Group and the Company to recognise the cumulative effect of initially applying MFRS 16 as an adjustment
to the opening balance of retained earnings at the date of initial application.
• Does not permit restatement of comparatives, which continue to be presented under MFRS 117 Leases and IC
Interpretation 4 determining whether an Agreement contains a Lease.
Impact of the new definition of a lease
The Group and the Company have made use of the practical expedient available on transition to MFRS 16 not to reassess
whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with MFRS 117 and IC
Interpretation 4 will continue to be applied to those leases entered or modified before 1 January 2019.
The change in definition of a lease mainly relates to the concept of control. MFRS 16 determines whether a contract
contains a lease on the basis of whether the customer has the right to control the use of an identified asset for a period of
time in exchange for consideration.
The Group and the Company apply the definition of a lease and related guidance set out in MFRS 16 to all lease contracts
entered into or changed on or after 1 January 2019 (whether it is a lessor or a lessee in the lease contract). In preparation
for the first-time application of MFRS 16, the Group and the Company have carried out an implementation exercise and
noted that new definition in MFRS 16 will not significantly change the scope of contracts that meet the definition of a lease
for the Group and the Company.

Impact on lessee accounting
Former operating leases
MFRS 16 changes how the Group and the Company account for leases previously classified as operating leases under
MFRS 117, which were off-balance-sheet.
Applying MFRS 16, for all leases, the Group and the Company:
• Recognise right-of-use assets and lease liabilities in the statement of financial position, initially measured at the
present value of future lease payments;
• Recognise depreciation of right-of-use assets and interest on lease liabilities in the statements of profit or loss; and
• Separate the total amount of cash paid into a principal portion and interest presented within financing activities in
the statements of cash flows.
Lease incentives (e.g. rent free period) are recognised as part of the measurement of the right-of-use assets and lease
liabilities whereas under MFRS 117 they resulted in the recognition of a lease incentive, amortised as a reduction of rental
expense on a straight-line basis.
Under MFRS 16, right-of-use assets are tested for impairment in accordance with MFRS 136 Impairment of Assets. This
replaces the previous requirement to recognise a provision for onerous lease contracts.
For short‑term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers, office
furniture and small equipment), the Group and the Company have opted to recognise a lease expense on a straight-line
basis as permitted by MFRS 16. This expense is presented within administrative and other expenses in the statement of
profit or loss.
On initial application of MFRS 16, the Group and the Company have recognised right-of-use asset an amount equal to the
lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the
statement of financial position immediately before the date of initial application.
Former finance leases
The main difference between MFRS 16 and MFRS 117 with respect to assets formerly held under a finance lease is the
measurement of residual value guarantees provided by a lessee to a lessor. MFRS 16 requires that the Group and the
Company recognise as part of its lease liability only the amount expected to be payable under a residual value guarantee,
rather than the maximum amount guaranteed as required by MFRS 117. This change does not have a material effect on the
Group’s and the Company’s financial statements.
Impact on Lessor Accounting
MFRS 16 does not change substantially how a lessor accounts for leases. Under MFRS 16, a lessor continues to classify
leases as either finance or operating leases and account for those two types of leases differently. However, MFRS 16 has
changed and expanded the disclosures required, in particular regarding how a lessor manages the risks arising from its
residual interest in leased assets. Under MFRS 16, an intermediate lessor accounts for the head lease and the sublease
as two separate contracts. The intermediate lessor is required to classify the sublease as a finance or operating lease by
reference to the right-of use asset arising from the head lease (and not by reference to the underlying asset as was the
case under MFRS 117). However there are no material leases where the Group and the Company act as lessor, accordingly
these changes do not have material impact on the Group and on the Company.


Judgement and estimates
MFRS 16 requires certain judgements and estimates to be made. The most significant of these relate to the following:
• The discount rate used in the calculation of the lease liability, which involves estimation. Discount rates are calculated
based on estimates of incremental borrowing rate, using the current interest rates for borrowing with similar risk
profiles.
• MFRS 16 defines the lease term as the non-cancellable period of a lease together with the options to extend or
terminate a lease, if the lessee were reasonably certain to exercise that option. Where a lease includes the option for
the Group and the Company to extend the lease term, the Group and the Company make a judgement as to whether
it is reasonably certain that the option will be taken. This will take into account the length of time remaining before the
option is exercisable; current trading; future trading forecasts as to the ongoing profitability of the branch office of
which the ROU asset is currently operating at. This judgement is reassessed at each reporting period. A reassessment
of the remaining life of the lease could result in a recalculation of the lease liability and a material adjustment to the
associated balances.
Financial impact of initial application of MFRS 16
The reconciliation of differences between the operating lease commitments disclosed under the prior standard and the
additional lease liabilities recognised on the statements of financial position at 1 January 2019 is as follows:

RM’000 RM’000
Undiscounted future minimum lease payments under operating leases at 31 December

2018 4,396 -
Impact of discounting 1
(117) -
Short-term leases and leases of low-value assets2 (914) -
Lease liabilities recognised under optional renewable period 1,407 -
Total lease liability as at 1 January 2019 4,772 -

1
Under the cumulative catch-up approach, lease payments were discounted at 1 January 2019 using an incremental borrowing rate
representing the rate of interest that the Group and the Company entered into the lease would have to pay to borrow over a similar
term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The incremental borrowing rate applied to each lease was determined taking into account the risk-free rate, adjusted for
factors such as the credit rating of the contracting entity and the terms and conditions of the lease. The weighted average incremental
borrowing rates applied by the Group and the Company upon transition range from 4.8% to 5%.
2
The Group and the Company have applied the practical expedient to classify leases for which the lease term ends within 12 months of
the date of initial application of MFRS 16 as short-term leases. The Group and the Company have applied the recognition exemption for
short-term leases and leases of low-value assets.
With effect from 1 January 2019, payments related to leases previously classified as operating leases are presented under
cash flow from financing activities. In 2018, these were reported in cash flow from operating activities.

Standards and Amendments in Issue But Not Yet Effective

At the date of authorisation for issue of these financial statements, the new MFRSs, and amendments to MFRSs which were
in issue but not yet effective and not early adopted by the Group and the Company are as listed below:
MFRS 17 Insurance Contracts2
Amendments to:
MFRSs Amendments to References to the Conceptual Framework in MFRS Standards1
MFRS 3 Definition of a Business1
MFRS 9, MFRS 139 and MFRS 7 Interest Rate Benchmark Reform1
MFRS 10 and MFRS 128 Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture4
MFRS 101 Classification of Liabilities as Current or Non-current3
MFRS 101 and MFRS 108 Definition of Material1
1
Effective for annual periods beginning on or after 1 January 2020, with earlier application permitted.
2
3
4
Effective date deferred to a date to be determined and announced, with earlier application still permitted.
The directors anticipate that the abovementioned Standards and Amendments will be adopted in the annual financial
statements of the Group and the Company when they become effective and that the adoption of these Standards and
Amendments will have no material impact on the financial statements of the Group and the Company in the period of
initial application.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The consolidated financial statements of the Group have been prepared under the historical cost convention unless
otherwise indicated in this summary of accounting policies. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or estimated
using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the
characteristics of the asset or liability if market participants would take those characteristics into account when pricing the
asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated
financial statements is determined on such a basis, except for share-based payment transactions that are within the scope
of MFRS 2 Share-based Payment, leasing transaction that are within the scope of MFRS 16, and measurements that have
some similarities to fair value but are not fair value, such as net realisable value in MFRS 102 Inventories or value-in-use in
MFRS 136.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety.


The principal accounting policies are set out below.
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries). Control is achieved when the Company:
• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the
voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.
The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an
investee are sufficient to give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year
are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company
gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. The interests of non-
controlling shareholders may be initially measured either at fair value or at the non-controlling interests’ proportionate
share of the fair value of the acquiree’s identifiable net assets.
The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’
share of subsequent changes in equity.

Changes in the Group’s ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity
transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the
changes in their relative interest in the subsidiaries. Any difference between the amount by which the non-controlling
interests are adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to
owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii)
the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling
interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted
for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss
or transferred to another category of equity as specified/permitted by applicable MFRSs). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under MFRS 9 Financial Instruments or, when applicable, the cost on initial recognition of an
investment in an associate.
Subsidiaries
Investments in subsidiaries which are eliminated on consolidation, are stated at cost less impairment losses, if any, in the
Company’s separate financial statements.
Business Combinations
Acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each
acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are
generally recognised in profit or loss as incurred.
Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are
remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if
any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have
previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would
be appropriate if that interest were disposed of.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under MFRS
3 (revised) are recognised at their fair value at the acquisition date, except that:
• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and
measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits respectively;
• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment
awards are measured in accordance with MFRS 2 Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to
reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known,
would have affected the amounts recognised as of that date.


The measurement period is the period from the date of acquisition to the date the Group obtains information about facts
and circumstances that existed as of the acquisition date and is subject to a maximum of one year.
Investment in Associates and Joint Ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists
only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial
statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held
for sale, in which case it is accounted for in accordance with MFRS 5. Under the equity method, investment in associate and
joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to
recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. When
the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture
(which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint
venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the
investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any
excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities
of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess
of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after
reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
The requirements of MFRS 9 applied to determine whether it is necessary to recognise any impairment loss with respect
to the Group’s investment in associate or a joint venture. When necessary, the entire carrying amount of the investment
(including goodwill) is tested for impairment in accordance with MFRS 136 Impairment of Assets as a single asset by
comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any
impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss
is recognised in accordance with MFRS 136 to the extent that the recoverable amount of the investment subsequently
increases.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a
joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate
or a joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that
date and the fair value is regarded as its fair value on initial recognition in accordance with MFRS 9. The difference between
the carrying amount of the associate or a joint venture at the date the equity method was discontinued, and the fair value
of any retained interest and any proceeds from disposing of a part interest in the associate or a joint venture is included
in the determination of the gain or loss on disposal of the associate or a joint venture. In addition, the Group accounts for
all amounts previously recognised in other comprehensive income in relation to that associate or a joint venture on the
same basis as would be required if that associate or a joint venture had directly disposed of the related assets or liabilities.
Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or a joint venture would
be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from
equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint
venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value
upon such changes in ownership interests.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity
method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in
other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to
profit or loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate or joint venture of the Group, profits and losses resulting from the
transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the
extent that the Group’s interest in the associate or joint venture is not related to the Group.
Goodwill on Consolidation
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition
date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the
net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
If, after reassessment, the Company’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum
of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the
acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as
a bargain purchase gain.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on
disposal.
Impairment of Goodwill
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill
is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying
amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.

Revenue Recognition
Revenue is recognised when or as a performance obligation in the contract with customer is satisfied, i.e. when the
“control” of the goods or services underlying the particular performance obligation is transferred to the customer.
A performance obligation is a promise to transfer a distinct goods or service (or a series of distinct goods or services
that are substantially the same and that have the same pattern of transfer) to the customer that is explicitly stated in the
contract or implied in the Group’s customary business practices.
Revenue is measured at the amount of consideration to which the Group and the Company expect to be entitled in
exchange of transferring the promised goods or services to the customers, excluding amounts collected on behalf of
third parties such as sales taxes or goods and services taxes. If the amount of consideration varies due to discounts,
rebates, refunds, credits, incentives, penalties or other similar items, the Group and the Company estimate the amount of


consideration to which they will be entitled based on the expected value or the most likely outcome. If the contract with
customer contains more than one performance obligation, the amount of consideration is allocated to each performance
obligation based on the relative stand-alone selling price of the goods or services promised in the contract.
The revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The control of the promised goods or services may be transferred over time or at a point in time. The control over the
goods or services is transferred over time and revenue is recognised over time if:
• the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group
and the Company perform;
• the Group’s performance create or enhance an asset that the customer controls as the asset is created or enhanced;
or
• the Group’s performance do not create an asset with an alternative use and the Group has an enforceable right to
payment for performance completed to date.
Revenue for performance obligation that is not satisfied over time is recognised at the point in time at which the customer
obtains control of the promised goods or services.
(i) Sales of Goods – Motor Vehicles

The Group’s primary activity is marketing and sales of motor vehicles. Revenue is recognised when the control of the
goods has transferred, being when the vehicle is registered in the name of the customer. Following the registration,
the customer has full discretion over the manner of the uses of the vehicle and the Group is entitled to the payment
of the vehicle.
(ii) Sales of Goods – Manufactured Auto Parts

The Group manufactures and sells auto parts and components.
For the sale of manufactured auto parts, revenue is recognised by the Group at a point in time when control of the
goods underlying the performance obligation is transferred to the customers.
(iii) Sales of Goods - Completed Properties

Revenue from the completed properties is recognised at a point in time when the sale deed is executed and the
control of properties handed over to the customers.
(iv) Sales of Services

The Group provides aftersales services including vehicle repairs and maintenance, provision for insurance services
and property management and maintenance services. Revenue from these services are recognised when the services
are performed.
(v) Dividend Income

Dividend income is recognised when the Group’s and the Company’s right to receive payment is established.
(vi) Interest Income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the Company
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated

future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial
recognition.
(vii) Rental Income

Rental income is recognised on a straight-line basis over the term of the lease. The aggregate cost of incentives
provided to lessees is recognised as a reduction of rental income over the lease term on a straight-line basis.
Foreign Currencies
(i) Functional and Presentation Currencies
The individual financial statements of each entity in the Group are presented in the currency of the primary economic
environment in which the entity operates (the “functional currency”). For the purposes of the consolidated financial
statements, the results and the financial position of each group entity are expressed in Ringgit Malaysia (“RM”) which
is the functional currency of the Company and the presentation currency for the consolidated financial statements.
(ii) Foreign Currency Transactions

In preparing the financial statements of the individual entities, transactions in foreign currencies other than the entity’s
functional currency (i.e. foreign currencies) are recorded at the rates prevailing at the dates of the transactions. At the
end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing
at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies
are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are
included in profit or loss in the period. Exchange differences arising on the retranslation of non-monetary items
carried at fair value are included in profit or loss in the period except for differences arising on the retranslation of
non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary
items, any exchange component of that gain or loss is also recognised directly in equity.
(iii) Foreign Currency Translation Reserve

Foreign currency translation reserve arises on conversion of the assets and liabilities of the Group’s foreign associates
to RM using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at
the average rates for the period, in which case the exchange rates at the dates of the transactions are used. Exchange
differences arising, if any, are classified as equity and the Group’s share is recognised in the Group’s foreign currency
translation reserve. Such exchange differences are recognised in profit or loss in the period in which the foreign
associate is disposed of.
Employee Benefits
(i) Short-term Employee Benefits
Wages, salaries, paid annual leave, bonuses and social contributions are recognised in the year in which the associated
services are rendered by employees of the Group and of the Company. Short-term accumulating compensated
absences such as paid annual leave are recognised when services are rendered by the employees that increase their
entitlement to future compensated absences. Short-term non-accumulating compensated absences such as sick
leave are recognised when the absences occur.
(ii) Defined Contribution Plan

The Group makes statutory contributions to the Employees Provident Fund (“EPF”) and the contributions are charged
to profit or loss for the period. The EPF is a defined contribution plan. Once the contributions have been paid, there
are no further payment obligations.


(iii) Retirement Benefits

The Company operates an unfunded scheme for its eligible employees based on certain terms of the employment
contract. The Company’s net obligations in respect of the plan are calculated by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior periods. Contributions relating
to the plan are charged to profit or loss when incurred.
Daihatsu (Malaysia) Sdn. Bhd. and its subsidiaries (“Daihatsu Group”) operate a funded, defined Retirement Benefit
Scheme (“Scheme”) for their eligible employees. Daihatsu Group’s obligation under the Scheme is calculated using
the Projected Unit Credit Method, with actuarial valuations being carried out every three years. Remeasurement,
comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on
plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit
recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other
comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
The amounts recognised in the statements of financial position represent the present value of the defined benefit
obligations, which are reduced by the fair value of plan assets.
(iv) Share Based Payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair
value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-
settled share-based transactions are set out in Note 48.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest with a
corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number
of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in
profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
equity-settled employee benefits reserve.
Equity-settled share-based payments transactions with parties other than employees are measured at the fair value
of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are
measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or
the counterparty renders the service.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those
assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on
the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which
they are incurred.
Income Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.
(i) Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as
reported in the statements of profit or loss and other comprehensive income because of items of income or expense
that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for

current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting
period.
(ii) Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities
are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all
deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences, unused tax losses and unused
tax credits can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and associate, except where the Group is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments are only recognised to the extent that it is probable that
there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expect, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
(iii) Current and Deferred Tax for the Period

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items
that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case
the tax is also recognised outside profit or loss. Where current tax or deferred tax arises from the initial accounting
for a business combination, the tax effect is included in the accounting for the business combination.
Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment
is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and
accumulated impairment losses. Repair and maintenance costs are recognised in profit or loss as incurred.
Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal proceeds and
the carrying amount of the asset, and is recognised in the profit or loss.


Freehold land, buildings under construction and capital work in progress are not depreciated. Depreciation of other
property, plant and equipment is computed on the straight-line method to write down the cost of the various property,
plant and equipment to their residual values over their estimated useful lives at the following annual rates:
Buildings 2% - 5%
Plant and machinery 5% - 33 1/3%
Renovations and leasehold improvements 10% - 33 1/3%
Furniture, fixtures, fittings, equipment and tools and implements 5% - 33 1/3%
Motor vehicles 20% - 25%
The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure that the amount,
method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of
the future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous
estimates, the changes are accounted for as a change in an accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying
amount is included in profit or loss.
Assets held under hire purchase arrangements are depreciated over their expected useful lives on the same basis as owned
assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets
are depreciated over the shorter of the lease term and their useful lives.
Investment Properties
Investment properties, comprising certain freehold land and buildings, are held for long-term rental yields or for capital
appreciation or both, and are not occupied by the Group.
Investment properties are stated at cost less accumulated depreciation and any impairment losses.
Investment properties are derecognised when either they are sold or when they are permanently withdrawn from use
and no future economic benefit is expected. Any gains or losses on the retirement or disposal of investment properties
(calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) are recognised
in the profit or loss in the year in which they arise.
Freehold land is not depreciated. Buildings are depreciated on the straight-line method at an annual rates of 2% to 5%.
Impairment of Non-financial Assets Excluding Goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is
not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest
group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised
immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Leases
The Group and the Company have applied MFRS 16 using the cumulative catch-up approach and therefore comparative
information has not been restated and is presented under MFRS 117. The details of accounting policies under both MFRS
117 and MFRS 16 are presented separately below.
Policies applicable from 1 January 2019
The Group and the Company as lessee
The Group and the Company assess whether a contract is or contains a lease, at inception of the contract. The Group and
the Company recognise a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in
which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of
low value assets. For these leases, the Group and the Company recognise the lease payments as an operating expense on
a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern
in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group and the
Company use its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement
date;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the
lease.
The lease liability is presented as a separate line in the statements of financial position. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method)
and by reducing the carrying amount to reflect the lease payments made.
The Group and the Company remeasure the lease liability (and makes a corresponding adjustment to the related right-of-
use asset) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount rate.


• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed
residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the
initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a
revised discount rate is used).
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the
lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments
using a revised discount rate at the effective date of modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or
before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
Whenever the Group and the Company incur an obligation for costs to dismantle and remove a leased asset, restore the
site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease,
a provision is recognised and measured under MFRS 137 Provisions, Contingent Liabilities and Contingent Assets. The costs
are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease
transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group and the Company
expect to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying
asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the statements of financial position.
The Group and the Company apply MFRS 136 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described in the ‘property, plant and equipment’ policy.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the
right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that
triggers those payments occurs and are included in the line ‘administrative and other expenses’ in the statements of profit
or loss.
Policies applicable prior to 1 January 2019
Prior to the adoption of MFRS 16, the Group’s and the Company’s leases recognition policy was as under:
(i) Classification
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident to
ownership. All other leases are classified as operating leases. Leases of land and buildings are classified as operating
or finance lease in the same way as leases of other assets and the land and buildings elements of a lease of land and
buildings are considered separately for the purpose of lease classification.
(ii) Finance Lease - the Group as Lessee

Assets acquired by way of hire purchase or finance lease are stated at an amount equal to the lower of their fair value
and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation
and impairment losses. The corresponding liability is included in the statements of financial position as borrowings.
In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicits
in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial
direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance cost and the reductions of the outstanding liability. Finance
costs, which represent the difference between the total leasing commitment and the fair value of the assets acquired,
are recognised in the profit of loss over the term of the relevant lease so as to produce a constant periodic rate of
charge on the remaining balance of the obligation for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment.
(iii) Operating Lease - the Group as Lessee

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.
The aggregate benefit of incentives provided by lessor is recognised as a reduction of rental expenses over the lease
term on a straight-line basis.
In the case of lease of land and buildings, the minimum lease payments or the up-front payments made are allocated,
whenever necessary, between the land and the buildings elements in proportion to the relative fair values for
leasehold interests in the land and buildings elements of the lease at the inception of the lease. The up-front payment
represents prepaid lease payments and is amortised on a straight-line basis over the lease term.
Leasehold land recognised as prepaid land lease payments are amortised in equal instalments over their lease periods
ranging from 31 years to 99 years.
Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on the weighted average method. The cost of raw materials comprises cost of purchase plus the cost of
bringing the inventories to their present location. The costs of finished goods and work-in-progress comprise costs of raw
materials, direct labour, other direct costs and appropriate proportion of overheads based on normal operating capacity.
In the case of unsold completed properties, cost is determined based on specific identification method.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Non-Current Assets Held for Sale

Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale
transaction rather than through continuing use. For this to be the case, the asset must be available for immediate sale in
its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and
its sale must be highly probable.
The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of classification.
However, an extension of the period required to complete the sale does not preclude the assets (or disposal groups) from
being classified as held for sale if the delay is caused by events or circumstances beyond the control of the Group and there
is sufficient evidence that the Group remains committed to its plan to sell the assets (or disposal groups).
Immediately before the initial classification as held for sale, the carrying amounts of the non-current assets (or all the
assets and liabilities in a disposal group) are measured in accordance with applicable MFRSs. On initial classification as
held for sale, non-current assets or disposal groups (other than investment properties, deferred tax assets, employee
benefits assets, and financial assets carried at fair value) are measured at the lower of carrying amount before the initial
classification as held for sale and fair value less costs to sell. The differences, if any, are recognised in profit or loss as
impairment loss.


Non-current assets held for sale are classified separately on the face of the statements of financial position and are
stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell and are not
depreciated. Any cumulative income or expense recognised directly in equity relating to the non-current asset classified
as held for sale is presented separately.
If the Group has classified an asset as held for sale but subsequently the criteria for classification is no longer met, the
Group ceases to classify the asset as held for sale. The Group measures a non-current asset that ceases to be classified as
held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of:
(a) its carrying amount before the asset was classified as held for sale, adjusted for any depreciation, amortisation or
revaluations that would have been recognised had the asset not been classified as held for sale; and
(b) its recoverable amount at the date of the subsequent decision not to sell.
Discontinued Operation
A discontinued operation is a separate major line of business of the Group that can be distinguished operationally and
for financial reporting purposes, which is disposed of in its entirety or piecemeal, or terminated through abandonment.
Post-tax profit or loss of the discontinued operation is presented as a single amount on the face of the statement of
comprehensive income with comparatives re-presented to include operations classified as discontinued in the current year.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when
it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the
amount of the obligation can be made. Provisions are measured at the Directors’ best estimate of the amount required to
settle the obligation by the end of the reporting period, and are discounted to present value where the effect is material.
Provisions for estimated expenses related to policy and product warranties are made at the time products are sold. These
estimates are established using historical information on the nature, frequency, and average cost of claims. Revision to the
provisions for estimated policy and products warranties is made when necessary, based on changes in these factors. The
Group actively studies trends of claims and takes action to improve product quality and minimise claims.
At the end of each reporting period, provisions are reviewed by the directors and adjusted to reflect the current best
estimate. Provisions are reversed if it is no longer probable that the Group will be required to settle the obligation.
Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenue
and incur expenses, including revenue and expenses that relate to transactions with any of the Group’s other components.
An operating segment’s operating results are reviewed by the chief operating decision makers to make decisions about
resources to be allocated to the segment and assess its performance, and for which discrete financial information is
available.
Contingent Liabilities
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent
liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not
recognised because it is not probable that an outflow of resources will be required to settle the obligation or a sufficiently
reliable estimate of the amount of the obligation cannot be made.

Financial Instruments
Financial assets and financial liabilities are recognised when the Group and the Company become a party to the contractual
provision of the instrument.
Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset
or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities
at fair value through profit or loss are immediately recognised in the statement of profit or loss. Where the fair value of
a financial asset at initial recognition is different from its transaction price, the difference between the fair value and the
transaction price is recognised as a gain or loss in the statement of profit or loss. However, trade receivables that do not
contain a significant financing component are measured at transaction price.
(a) Financial Assets
Financial assets measured at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business
model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of
the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating
interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts
future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a
shorter period.
Financial assets measured at fair value through other comprehensive income (“FVTOCI”)
Financial assets are measured at fair value through other comprehensive income if these financial assets are held
within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell
these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value through profit or loss (“FVTPL”)
Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair
value through profit or loss. Fair value changes are recognised in the statements of profit or loss at each reporting
period. The Group in respect of equity investments (other than in subsidiaries, associates and joint ventures) which
are not held for trading has been classified as financial instrument through profit and loss and any subsequent
changes in fair value to be charged to statements of profit and loss. Such an election is made by the Group on an
instrument by instrument basis at the time of initial recognition of such equity investments.
Impairment of financial assets
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair
value through other comprehensive income. The Group and the Company recognise life time expected credit losses
for all trade receivables that do not constitute a financing transaction. For financial assets whose credit risk has
not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is
recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial
instruments has significantly increased since initial recognition. The impairment losses and reversals are recognised
in the statement of profit or loss.


Derecognition of financial assets
The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows from
the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset to another entity. If the Group and the Company neither transfer nor retain substantially all the risks and
rewards of ownership and continue to control the transferred asset, the Group and the Company recognise the
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group and the Company
retain substantially all the risks and rewards of ownership of a transferred financial asset, the Group and the Company
continue to recognise the financial asset and also recognise a collateralised borrowing for the proceeds received.
On derecognition of a financial asset (except for financial assets measured at FVTOCI), the difference between the
carrying amount and the consideration received is recognised in the statements of profit or loss.
(b) Financial Liabilities and Equity Instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by the Group and the Company are recognised at the proceeds received,
net of direct issue costs.
Financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured
at amortised cost, using the effective interest rate method where the time value of money is significant. Interest
bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured
at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction
costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement
of profit or loss.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the financial liability, or a shorter period, to the net carrying
amount on initial recognition.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or
they expire. The differences between the carrying amount of the financial liability derecognised and the consideration
paid is recognised in the statement of profit or loss.
Statements of Cash Flows

The Group and the Company adopt the indirect method in the preparation of the statements of cash flows.
Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of
acquisition and are readily convertible to cash with insignificant risk of changes in value.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
(i) Critical judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in Note 3 above, the directors are of
the opinion that there are no instances of application of judgement which are expected to have significant effect on
the amounts recognised in the financial statements except as disclosed below:
(a) Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on MFRS 140: Investment Property in making judgement
whether a property qualifies as an investment property. Investment property is a property held to earn rentals
or for capital appreciation or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion
that is held for use in the production or supply of goods or services or for administrative purposes. If these
portions could not be sold separately, the property is an investment property only if an insignificant portion is
held for use in the production or supply of goods or services or for administrative purposes.
(ii) Key sources of estimation uncertainty

The directors believes that there are no key assumptions made concerning the future, and other key sources of
estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year except as disclosed below:
(a) Allowance for expected credit losses

Allowance for expected credit loss is made by an allowance matrix to measure expected credit losses (“ECLs”)
of trade receivables. A considerable amount of judgement is required in assessing the loss rates, which are based
on actual credit loss experience. The Group also considers differences between (a) economic conditions during
the period over which the historic data has been collected, (b) current conditions and (c) the Group’s view of
economic conditions over the expected lives of the receivables. If the financial conditions of the customers
with which the Group deals were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowance may be required. Details are disclosed in Notes 28 and 29.
(b) Impairment of investment in subsidiaries

The Company reviews the carrying amount of investment in subsidiaries. The recoverable amount of the
investment in subsidiaries has been determined on the basis of its value in use. The carrying amount of investment
in subsidiaries as of 31 December 2019 is RM300,929,000 (2018: RM302,829,000) and an impairment loss
amounting to RM6,801,000 (2018: RM62,500,000) has been recognised in the profit or loss during the current
year. Further details are disclosed in Note 20.
(c) Impairment of investment in a joint venture

The Group reviews the carrying amount of investment in a joint venture. The recoverable amount of the investment
in a joint venture has been determined on the basis of its value in use. The carrying amount of investment in a
joint venture as of 31 December 2019 is RM68,822,000 (2018: RM72,248,000) and an accumulated impairment
loss of RM31,030,000 (2018: RM31,030,000) has been recognised in prior year.
(d) Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused
tax credits to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, unused tax losses and unused tax credits can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the
likely timing and level of future taxable profits together with future tax planning strategies.


(e) Allowance for slow-moving inventories and write down of inventories to net realisable value
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These
reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the
valuation of inventories. Details are disclosed in Note 27.
(f) Impairment of property, plant and equipment

The Group carries out the impairment test based on a variety of estimation including the fair value less costs
to sell and value-in-use of the property, plant and equipment. Estimating the value-in-use requires the Group to
make an estimate of the expected future cash flows from these assets and also to choose a suitable discount
rate in order to calculate the present value of those cash flows. Estimating the fair value less costs to sell
requires the Group to make a reference to market prices of the property, plant and equipment that are publicly
available adjusted with certain assumptions made by management. As of 31 December 2019, the Group has
recognised an accumulated impairment loss in respect of its property, plant and equipment amounting to
RM4,641,000 (2018: RM68,612,000). The carrying amounts of property, plant and equipment of the Group as of
31 December 2019 are disclosed in Note 16.
5. REVENUE
Revenue of the Group and of the Company consists of the following:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Revenue from contracts with customers:
Sale of goods and services:
Motor trading 1,876,060 1,693,322 - -
Auto parts manufacturing 207,155 184,401 - -
Sale of completed properties - 3,295 - -
Management fee receivable from:
Subsidiaries [Note 44(a)] - - 353 40
Associates [Note 44(a)] 60 120 60 120
2,083,275 1,881,138 413 160
Revenue from other sources:

Property rental income 1,966 1,559 - -
Dividends from:
Subsidiaries [Note 44(a)] - - 25,645 34,320
Associates [Note 44(a)] - - 103,195 69,471
1,966 1,559 128,840 103,791
2,085,241 1,882,697 129,253 103,951

Timing of revenue recognition:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Revenue from contracts with customer:
Point in time 2,083,215 1,881,018 - -
Over time 60 120 413 160
2,083,275 1,881,138 413 160
6. COST OF SALES
Cost of sales of the Group represents cost of goods and properties sold and services rendered during the financial year.
7. FINANCE COSTS

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Interest expense on:
Borrowings 1,874 5,678 - 3,281
Lease liabilities (Note 37) 224 - 60 -
2,098 5,678 60 3,281
8. INTEREST INCOME

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Interest income on:
Bank deposits 4,530 5,286 1,296 1,796
Amount owing by subsidiaries [Note 44(a)] - - 3,551 1,742
4,530 5,286 4,847 3,538


9. PROFIT BEFORE TAX

Profit before tax of continuing operations is arrived at after the following charges/(credits):

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Employee benefits expense (Note 10) 75,555 66,332 2,499 1,613
Impairment losses on:
Property, plant and equipment (Note 16) 1,322 - - -
Investment in subsidiaries (Note 20) - - 6,801 62,500
Other investments (Note 24) 74 52 - -
Depreciation of:
Property, plant and equipment (Note 16) 13,360 14,242 14 66
Right-of-use assets (Note 17) 2,650 - 333 -
Investment properties (Note 18) 1,782 1,717 - -
Rental expenses 265 5,360 19 389
Directors’ remuneration (Note 11) 2,663 2,772 899 923
Inventories written down (Note 27) 193 73 - -
Allowance for expected credit losses (Note 28) 863 3,651 - -
Allowance for expected credit losses no longer required
(Note 28) (1,402) (1,784) - -
Write off of amount owing by subsidiaries - - 18,500 33,124
Write back of amount owing by a subsidiary previously
written off - - (4,901) (59,500)
Bad debts written off 101 - - -
Written back of bad debts previously written off (21) - - -
Allowance for slow-moving inventories (Note 27) 1,318 5,842 - -
Allowance for slow-moving inventories no longer
required (Note 27) (502) (1,864) - -
Property, plant and equipment written off (Note 16) 96 99 - -
Royalty expenses 606 589 - -
Amortisation of prepaid land lease payments (Note 19) 515 522 - -
Realised loss on foreign exchange 49 465 - -
Auditors’ remuneration:
Auditors of the Company 468 473 92 90
Other auditors 77 78 - -
Rental income from land and buildings (2,279) (2,021) - -
Gain on disposal of investment in associates (24,761) - (46,800) -
Gain on disposal of assets classified as held for sale (11,929) - - -
Gain on disposal of investment properties (1,320) (1,901) - -
Gain on disposal of property, plant and equipment (35) (706) - (79)

10. EMPLOYEE BENEFITS EXPENSE

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Wages and salaries 59,342 53,065 2,249 1,336
Pension costs:
Defined contribution plans 9,007 8,402 220 162
Defined benefit plans (Note 36) 890 914 - -
Share-based payments - 93 - 93
Social security costs 872 797 14 11
Other benefits 5,444 3,061 16 11
75,555 66,332 2,499 1,613
11. DIRECTORS’ REMUNERATION

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Directors of the Company
Non-executive:
Salaries and other emoluments 448 538 348 358
Fees 561 565 551 565
1,009 1,103 899 923
Directors of subsidiaries
Executive [Note 44(b)]:
Salaries and other emoluments 1,555 1,574 - -
Non-executive:
Fees 99 95 - -
1,654 1,669 - -
2,663 2,772 899 923


The number of directors of the Company whose total remuneration during the financial year fall within the following bands
is as follows:
Number of directors
2019 2018
Non-executive directors:
Less than RM50,000 - -
RM50,001 - RM100,000 4 2
RM100,001 - RM150,000 3 2
RM150,001 - RM200,000 2 -
RM200,001 - RM250,000 - 2
RM300,001 - RM350,000 - 1
12. INCOME TAX EXPENSE

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Income tax expense:
Current year 12,628 13,211 951 479
(Over)/Under provision in prior years (2,130) 680 (479) (123)
Effect of real property gains tax 591 13 - -
11,089 13,904 472 356
Deferred tax (Note 25):

Relating to origination and reversal of temporary
differences (103) (454) - -
(Over)/Under provision in prior years (43) 1,664 - -
(146) 1,210 - -
10,943 15,114 472 356

A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax
expense at the effective income tax rate of the Group and of the Company is as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
(Restated)
Profit/(Loss) before tax:

260,171 204,012 155,119 63,821
Tax expense at statutory tax rate of 24% 62,441 48,963 37,229 15,317
Tax effects on share of results of a joint venture (2,850) (3,438) - -
Tax effects on share of results of associates (45,796) (43,942) - -
Tax effects of:
Non-deductible expenses 5,365 4,385 6,187 10,480
Non-taxable income (10,108) - (42,465) (25,318)
Effect of changes in tax rates - (509) - -
Deferred tax assets not recognised 3,473 8,067 - -
Utilisation of group tax relief - (509) - -
Exempted chargeable income - (260) - -
Effects of income subject to real property gains tax 591 13 - -
(Over)/Under provision in prior years:
Current tax (2,130) 680 (479) (123)
Deferred tax (43) 1,664 - -
10,943 15,114 472 356


13. DISCONTINUED OPERATION

On 31 May 2019, OMI Alloy (M) Sdn. Bhd. (“OMIA”), a wholly owned indirect subsidiary of the Company had ceased the
operation of its alloy wheel manufacturing plant.
(a) Analysis of loss for the year from discontinued operation:
The results of the discontinued operation included in the profit or loss for the year are set out below. The comparative
results from discontinued operation have been represented to include the operations classified as discontinued in
the current year.
The Group
2019 2018
RM’000 RM’000
Revenue 25,598 44,351

Cost of sales (29,691) (56,050)
Gross loss (4,093) (11,699)

Other income 59 180
Administrative and other expenses (1,304) (8,094)
Finance costs (2,849) (5,013)
Interest income 68 -
Loss before tax (8,119) (24,626)

Income tax expense - -
Loss for the year (8,119) (24,626)
Loss attributable to:

Equity holders of the Company (8,119) (23,825)
Non-controlling interests - (801)
(8,119) (24,626)
(b) Cash flows used in discontinued operation:
The Group
2019 2018
RM’000 RM’000
Net cash flows used in operating activities (2,342) (17,509)

Net cash flows from/(used in) investing activities 93 (2,549)
Net cash flows used in financing activities (103,471) (11,818)
(105,720) (31,876)

(c) The following amounts have been included in arriving at loss before tax of the discontinued operation:
The Group
2019 2018
RM’000 RM’000
Employee benefits expense (i) 1,527 3,362

Impairment losses on property, plant and equipment - 1,972
Reversal of impairment loss on property, plant and equipment (Note 16) (515) -
Depreciation of property, plant and equipment 732 1,732
Rental expenses 113 388
Inventories written down 456 -
Allowance for expected credit losses (Note 28) - 255
Allowance for expected credit losses no longer required (Note 28) (163) -
Allowance for slow-moving inventories no longer required (Note 27) (202) (41)
Realised loss on foreign exchange 73 60
Auditors’ remuneration 25 31
Gain on disposal of property, plant and equipment 25 25
(i) Employee benefits expense
The Group
2019 2018
RM’000 RM’000
Wages and salaries 1,320 2,752

Pension costs:
Defined contribution plans 167 365
Social security costs 40 60
Other benefits - 185
1,527 3,362
As a result of the Group’s alloy wheel operation being classified as discontinued operation in the current year, the
comparative statement of profit or loss of the Group has been restated to conform with the disclosure of the comparative
results of discontinued operation in the current year.


14. EARNINGS PER SHARE

(a) Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) for the year attributable to owners of the
Company by the number of ordinary shares in issue during the financial year.
The Group
2019 2018
RM’000 RM’000
(Restated)
Profit/(Loss) for the year attributable to owners of the Company:

Discontinued operation (8,119) (23,825)
223,674 166,764
2019 2018
RM’000 RM’000
Number of ordinary shares in issue 390,887 390,887
2019 2018
(Restated)
Basic earnings/(loss) per share (sen)
57.2 42.7
(b) Diluted earnings/(loss) per share
Diluted earnings/(loss) per share is calculated by dividing the profit/(loss) for the year attributable to owners of the
Company by the number of ordinary shares that would have been in issue assuming full exercise of the share grant
granted under the LTIP of the Company.
The Group
2019 2018
RM’000 RM’000
(Restated)
Profit/(Loss) for the year attributable to owners of the Company:

Discontinued operation (8,119) (23,825)
223,674 166,764
(Forward)

2019 2018
RM’000 RM’000
Number of ordinary shares in issue 390,887 390,887

Adjustments for:
Assumed exercise of LTIP - 262
Number of ordinary shares used for the calculation of diluted earnings per share 390,887 391,149
2019 2018
(Restated)
Diluted earnings/(loss) per share (sen):
57.2 42.6
15. DIVIDENDS
The Group and The Company

Amount Net Dividend per Ordinary Share
2019 2018 2019 2018
RM’000 RM’000 Sen Sen

Second interim single tier dividend - 5,863 - 1.5
First interim single tier dividend - 11,727 - 3.0
Second interim single tier dividend 11,727 - 3.0 -
Final single tier dividend 23,453 - 6.0 -
First interim single tier dividend 23,453 - 6.0 -
58,633 17,590 15.0 4.5
On 26 February 2020, the directors declared a second interim single tier dividend of 7 sen per ordinary share amounting
to RM27,362,000 in respect of the current financial year ended 31 December 2019 which was paid on 30 March 2020.


16. PROPERTY, PLANT AND EQUIPMENT
Furniture,
The Group Renovations fixtures, fittings
and equipment
Freehold Plant and leasehold and tools and Motor
land Buildings machinery improvements implements vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2019 62,341 178,761 186,628 67,497 77,086 5,222 577,535
Additions - 21 5,556 3,526 1,904 959 11,966
Disposals - - (688) (48) (1,270) (1,790) (3,796)
Write-offs - (2,533) (759) (2,672) (484) - (6,448)
Transfer from investment properties
(Note 18) - 6,638 - - - - 6,638
Transfer to investment properties
(Note 18) (1,532) (3,506) - - - - (5,038)
Transfer to assets classified as held
for sales (Note 32) - (31,669) (71,475) - (19,231) - (122,375)
At 31 December 2019 60,809 147,712 119,262 68,303 58,005 4,391 458,482
Accumulated depreciation
At 1 January 2019 - 37,709 105,593 28,038 63,943 4,617 239,900
Depreciation charge for the year - 3,797 4,819 3,194 1,973 309 14,092
Disposals - - (587) (48) (1,188) (1,026) (2,849)
Write-offs - (205) (708) (2,648) (463) - (4,024)
(Note 18) - 430 - - - - 430
Transfer to investment properties
(Note 18) - (1,236) - - - - (1,236)
for sales (Note 32) - (5,432) (3,482) - (16,105) - (25,019)
At 31 December 2019 - 35,063 105,635 28,536 48,160 3,900 221,294
Accumulated impairment loss

At 1 January 2019 - 4,774 61,502 - 2,336 - 68,612
Charge for the year - 1,322 - - - - 1,322
Reversal - - (414) - (101) - (515)
Write-offs - (2,328) - - - - (2,328)
for sale (Note 32) - - (61,088) - (1,362) - (62,450)
At 31 December 2019 - 3,768 - - 873 - 4,641
Net book value

At 31 December 2019 60,809 108,881 13,627 39,767 8,972 491 232,547

Furniture,
The Group Renovations fixtures, fittings
and equipment
Freehold Plant and leasehold and tools and Motor
land Buildings machinery improvements implements vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2018 62,341 172,708 184,237 65,801 76,434 5,808 567,329
Additions - 251 2,862 3,095 2,948 564 9,720
Disposals - - (74) (755) (2,182) (1,150) (4,161)
Write-offs - (20) (397) (644) (114) - (1,175)
(Note 18) - 5,822 - - - - 5,822
At 31 December 2018 62,341 178,761 186,628 67,497 77,086 5,222 577,535
At 1 January 2018 - 33,711 100,051 26,363 62,327 5,150 227,602
Depreciation charge for the year - 3,530 5,967 2,923 3,027 527 15,974
Disposals - - (47) (653) (1,311) (1,060) (3,071)
Write-offs - (3) (378) (595) (100) - (1,076)
(Note 18) - 471 - - - - 471
At 31 December 2018 - 37,709 105,593 28,038 63,943 4,617 239,900
Accumulated impairment loss

At 1 January 2018 - 4,774 60,434 - 1,432 - 66,640
Charge for the year - - 1,068 - 904 - 1,972
At 31 December 2018 - 4,774 61,502 - 2,336 - 68,612
Net book value

At 31 December 2018 62,341 136,278 19,533 39,459 10,807 605 269,023


Furniture, fittings Motor

The Company Renovations and equipment vehicles Total
RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2018 257 369 250 876
Disposal - - (250) (250)
31 December 2018/ 1 January 2019 257 369 - 626

Addition - 7 - 7
Written off (257) (153) - (410)
At 31 December 2019 - 223 - 223
At 1 January 2018 248 299 249 796
Depreciation charge for the year 9 56 1 66
Disposal - - (250) (250)
At 31 December 2018/ 1 January 2019 257 355 - 612

Depreciation charge for the year - 14 - 14
Written off (257) (153) - (410)
At 31 December 2019 - 216 - 216
Net book value

At 31 December 2019 - 7 - 7
At 31 December 2018 - 14 - 14
(a) The net book values of property, plant and equipment charged for borrowings, finance lease and hire purchase
payables as disclosed in Notes 35, 38 and 39 are as follows:
The Group
2019 2018
RM’000 RM’000
Freehold land 21,594 12,428

Buildings 85,928 66,751
Plant and machinery - 15,893
Motor vehicles - 78
107,522 95,150

(b) The operation of manufacturing and trading of alloy wheels of the Group was incurring continuous losses since its
inception. The Group had carried out impairment assessment of the alloy wheel manufacturing plant and its related
equipment in earlier years. Based on the Group’s assessment of impairment, an impairment loss of RM61,866,000 was
recognised until 2017 and an additional impairment of RM1,972,000 was recognised in 2018.
Impairment assessment carried out during the year has led to the reversal of impairment of RM515,000 being
recognised in the statements of profit or loss.
Considering the continuous losses from the alloy wheels operation, the operating plans of the Group and the outlook
for the industry, the Group has decided to cease the alloy wheels operation during the year. Subsequent to the
cessation, the related property, plant and equipment of the alloy wheel operation has been classified as assets held
for sale.
The Group estimated the fair value less costs to sell of the plant and its related equipment, which is based on the
scrap or second hand market prices of assets with similar age and specifications with appropriate adjustments being
made. The fair value less costs to sell is higher than the value in use and hence the recoverable amount of the assets
is determined on the basis of fair value less cost to sell.
While determining the fair value less costs to sell of the plant and its related equipment, the Group has used level 3
inputs. The major inputs used for the purpose of determining the fair value are as follows:
2019 2018
For special fabricated machineries and related equipment - value has been Scrap value at Scrap value at
determined based on metal scrap value multiplied by the weight of the related RM0.97/kg RM1.18/kg
machineries. The value of scrap has been considered based on inputs from scrap
dealers for similar metal and quantities.
For standard machineries, the management has considered the second hand value of the similar machineries (based
on the third party information and quotations) and further adjusted it for aging and make of the machineries.
(c) In 2019, the Group determined that the freehold land and building amounting to RM3,802,000 no longer met
the criteria based on MFRS 116 to qualify as property, plant and equipment and has transferred the said assets to
investment properties.


17. RIGHT-OF-USE ASSETS
Furniture, fittings
The Group Freehold land Buildings and equipment Total
RM’000 RM’000 RM’000 RM’000
Cost
At 1 January 2019 (on adoption of MFRS 16) 2,668 2,104 - 4,772
Additions 159 739 180 1,078
At 31 December 2019 2,827 2,843 180 5,850
At 1 January 2019 - - - -
Depreciation charge for the year 1,468 1,130 52 2,650
At 31 December 2019 1,468 1,130 52 2,650
Net book value

At 31 December 2019 1,359 1,713 128 3,200
The Company Buildings

RM’000
Cost
At 1 January 2019 (on adoption of MFRS 16) -
Additions 1,332
At 31 December 2019 1,332
At 1 January 2019 -
Depreciation charge for the year 333
At 31 December 2019 333
Net book value

At 31 December 2019 999
(a) The Group leases several assets including freehold land, buildings, furniture, fittings and equipment. The average
lease term of the Group and the Company is 2 to 5 years and 4 years respectively.

(b) In the current financial year, amounts recognised in profit and loss are as below:

RM’000 RM’000
Amounts recognised in profit and loss

Depreciation of right-of-use assets (Note 9) 2,650 333
Interest expense on lease liabilities (Note 7) 224 60
Expenses relating to short-term leases 233 14
Expenses relating to leases of low value assets 145 5
18. INVESTMENT PROPERTIES
The Group
RM’000
Cost
At 1 January 2018 72,589
Transfer to property, plant and equipment (Note 16) (5,822)
Transfer from inventories 3,443
Disposal (3,170)
At 31 December 2018/1 January 2019 67,040

Additions 2,708
Transfer to property, plant and equipment (Note 16) (6,638)
Transfer from property, plant and equipment (Note 16) 5,038
Disposal (1,403)
At 31 December 2019 66,745
Accumulated Depreciation
At 1 January 2018 6,977
Depreciation charge for the year 1,717
Transfer to property, plant and equipment (Note 16) (471)
Disposal (265)
At 31 December 2018/1 January 2019 7,958

Depreciation charge for the year 1,782
Transfer to property, plant and equipment (Note 16) (430)
Transfer from property, plant and equipment (Note 16) 1,236
Disposal (61)
At 31 December 2019 10,485


The Group
RM’000
Net Book Value

At 31 December 2018 59,082
At 31 December 2019 56,260
The Group
2019 2018
RM’000 RM’000
Carrying Amounts 56,260 59,082
Representing:
Investment properties
Freehold land 2,769 1,237
Buildings 53,491 57,845
56,260 59,082
The Group determined that certain assets amounting to RM6,208,000 (2018: RM5,351,000) no longer met the criteria based
on MFRS 140 to qualify as investment properties and has transferred the said assets to property, plant and equipment.
Rental income earned by the Group from the investment properties, all of which are leased out under operating leases,
amounted to RM4,245,000 (2018: RM3,580,000). Direct operating expenses incurred in respect of the investment
properties during the financial year amounted to RM1,513,000 (2018: RM1,463,000).
Fair value of the investment properties of the Group as of 31 December 2019 is estimated at RM145,434,000 (2018:
RM137,326,000) based on directors’ assessment of the current prices in an active market for the respective properties
within each vicinity.
The fair value of the Group’s investment properties is categorised into Level 3 of the fair value hierarchy.
The fair value of investment properties at Level 3 is determined by reference to previous sales of similar properties in the
vicinity on a price per square feet basis. Any changes in the price per square feet would result in a higher or lower fair
value of the investment properties.

19. PREPAID LAND LEASE PAYMENTS
The Group
2019 2018
RM’000 RM’000
At 1 January 35,589 36,111

Amortisation for the year (Note 9) (515) (522)
Transfer to assets classified as held for sales (Note 32) (3,389) -
At 31 December 31,685 35,589
At the end of the reporting period, the unexpired lease periods are as follows:
The Group
2019 2018
RM’000 RM’000
Within 1 to 30 years 14,254 15,544

Within 31 to 60 years 13,567 15,544
Within 61 to 99 years 3,864 4,501
31,685 35,589
20. INVESTMENT IN SUBSIDIARIES
The Company
2019 2018
RM’000 RM’000
At cost:
Unquoted shares in Malaysia 648,453 643,552
Less: Accumulated impairment losses (347,524) (340,723)
Net 300,929 302,829
Movement in impairment losses
The Company
2019 2018
RM’000 RM’000
At 1 January 340,723 278,223

Amount recognised during the year (Note 9) 6,801 62,500
At 31 December 347,524 340,723
Details of the subsidiaries are disclosed in Note 52.


The carrying amount of the investment in subsidiaries is assessed for impairment during the financial year and the
recoverable amount of the investment in subsidiaries is determined based on the value in use of the subsidiaries. An
impairment loss is recognised immediately in profit or loss if the recoverable amount is less than carrying amount. As a
result, the Company recognised an impairment loss of RM6,801,000 (2018: RM62,500,000) during the financial year.
The Company’s investment in Hirotako Holdings Berhad (“HHB”) with a carrying value amounting to RM159,012,000 (2018:
RM159,012,000) has been pledged as collateral to a local bank for a term loan and other credit facilities granted to the
Company as disclosed in Note 35.
Details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:
Proportion of ownership
interest and voting rights
held by non-controlling Profit allocated to Accumulated
Name of Country of interests non-controlling interests non-controlling interests
subsidiaries incorporation 2019 2018 2019 2018 2019 2018
% % RM’000 RM’000 RM’000 RM’000
Daihatsu (Malaysia)
Sdn Bhd (“DMSB”) Malaysia 48.5 48.5 16,210 14,515 261,886 249,953
Individually immaterial subsidiaries with non-controlling interests 1,823 (714)
263,709 249,239
Summarised financial information in respect of the Group’s subsidiary that has material non-controlling interests is set out
below. The summarised financial information below represents amounts before intragroup eliminations.
DMSB
2019 2018
RM’000 RM’000
Statement of financial position as of 31 December
Current assets 237,400 214,275
Non-current assets 126,067 124,466
Current liabilities 53,554 42,319
Non-current liabilities 3,801 1,911
Equity attributable to owners of the Company 306,112 294,511
Statement of profit or loss and other comprehensive income for the year ended
31 December
Revenue 1,390,179 1,187,023
Total comprehensive income 33,423 29,927

21. INVESTMENT IN A JOINT VENTURE
The Group
2019 2018
RM’000 RM’000
In Malaysia:
Unquoted shares, at cost 36,180 36,180
Share of post-acquisition reserves 32,642 36,068
68,822 72,248
Details of the joint venture are disclosed in Note 53.
Amount owing by a joint venture relates to dividend receivable as on 31 December 2019 which was subsequently received
on 7 February 2020.
The financial year end of the joint venture is coterminous with the financial year end of the Group. For the purpose of
applying the equity method of accounting, the share of results of the joint venture is arrived at based on the audited
financial statements.
The summarised financial information below represents amounts shown in the joint venture’s financial statements prepared
in accordance with MFRSs:
The Group 2019 2018

RM’000 RM’000
Assets and liabilities

Non-current assets 50,568 47,322
Current assets 110,574 109,667
Total assets 161,142 156,989
Non-current liabilities 1,462 885

Total liabilities 71,069 60,227
Results
Revenue 201,788 196,434
Group’s share of results of joint venture 11,874 14,327


22. INVESTMENT IN ASSOCIATES

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
In Malaysia:
Unquoted shares, at cost 226,468 254,043 179,468 207,043
Share of post-acquisition reserves 997,146 953,891 - -
1,223,614 1,207,934 179,468 207,043
Details of the associates are disclosed in Note 54.
The summarised financial information of the associates is as follows:
The Group 2019 2018

RM’000 RM’000

Non-current assets 3,793,514 3,537,478
Current assets 2,578,678 2,440,019
Total assets 6,372,192 5,977,497
Non-current liabilities 75,443 7,340

Current liabilities 1,231,761 1,151,456
Total liabilities 1,307,204 1,158,796
Results
Revenue 13,404,121 12,175,220
Group’s share of results of associates 190,818 183,091
The financial year ends of the associates are coterminous with the financial year end of the Group, except for Hino Motors
Sales (Malaysia) Sdn. Bhd. (“HMSM”) and Hino Motors Manufacturing (Malaysia) Sdn. Bhd. (“HMMM”) which have a financial
year end of 31 March. For the purpose of applying the equity method of accounting, the share of results of associates are
arrived at based on the latest management financial statements as of 31 December 2019.

Summarised financial information in respect of the Group’s material associate is set out below. The summarised financial
information below represents amounts shown in the associate’s latest management financial statements prepared in
accordance MFRSs:
Perusahaan Otomobil Kedua Sdn. Bhd. 2019 2018

RM’000 RM’000
The Group
Non-current assets 3,456,543 3,198,671
Current assets 1,862,745 1,796,275
Total assets 5,319,288 4,994,946
Non-current liabilities 67,972 -

Total liabilities 803,234 729,308
Results
Revenue 12,016,332 10,221,684
Total comprehensive income 750,076 671,008
During the year, the Company entered into sell and purchase agreements (“SPAs”) with Hino Motors, Ltd. (“HML”) to
dispose off 22% each of equity interest in its associates HMSM and HMMM to HML for cash considerations of RM43,010,000
and RM31,365,000 respectively. The sale transaction has been completed on 20 June 2019 and equity interest of the Group
and the Company in both HMSM and HMMM has reduced from 42% to 20%.
23. HIRE PURCHASE RECEIVABLES
The Group
2019 2018
RM’000 RM’000
Minimum hire purchase receivables:

Not later than 1 year - 16
More than 1 year 1,091 1,075
Less: Future finance charges - -
Present value of hire purchase receivables 1,091 1,091

Less: Allowance for expected credit losses (1,075) (1,075)
16 16
Analysed as:
Net (Note 28) 16 16
The effective interest rate at the end of the reporting period is 9.2% (2018: 9.2%) per annum.
The hire purchase receivables disclosed above are measured at amortised cost.


Interest is charged on hire purchase receivables on the overdue outstanding balance. The Group has recognised an
allowance for expected credit losses of RM1,075,000 against hire purchase receivables based on historical experience and
assessment of recoverability of the receivables. The Group has considered that the remaining amount are still recoverable
and no allowance for expected credit losses has been recognised during the financial year.
The Group has not accepted any new customer since the Group ceased the provision of hire purchase financing in prior
years. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties
and customers contracted in prior years.
24. OTHER INVESTMENTS
The Group
2019 2018
RM’000 RM’000
Investment in equity shares

Unquoted shares 2,300 2,300
Less: Impairment loss recognised during the year (Note 9) (478) (404)
1,822 1,896
Club membership 40 40
1,862 1,936
Investment in unquoted shares represent the 5.2% equity interest in Nagoya Automobile Malaysia Holding Sdn. Bhd., a
company incorporated in Malaysia.
25. DEFERRED TAX ASSETS/(LIABILITIES)
The Group
2019 2018
RM’000 RM’000
At 1 January (2,842) (1,632)

Recognised in profit or loss (Note 12):
Unused tax losses (57) 1,473
Property, plant and equipment 231 (2,364)
Inventories 153 (12)
Trade receivables (269) 16
Provision for retirement benefits (16) 172
Provisions (218) (219)
Others 322 (276)
146 (1,210)
At 31 December (2,696) (2,842)

Certain deferred tax assets and liabilities have been offset in accordance with the Group’s accounting policy. The following
is the analysis of the deferred tax balances (after offset) for the statements of financial position purposes:
The Group
2019 2018
RM’000 RM’000
Deferred tax assets 2,190 2,538

Deferred tax liabilities (4,886) (5,380)
(2,696) (2,842)
Deferred tax assets/(liabilities) provided in the financial statements are in respect of the tax effects of the following:
The Group
2019 2018
RM’000 RM’000
Deferred tax assets

Temporary differences arising from:
Property, plant and equipment 88 -
Inventories 576 423
Trade receivables 121 390
Provisions 2,572 2,790
Provision for retirement benefits 299 315
Others 244 11
Unused tax losses 1,416 1,473
5,316 5,402
Offsetting (3,126) (2,864)
Deferred tax assets (after offsetting) 2,190 2,538
Deferred tax liabilities

Temporary differences arising from:
Property, plant and equipment (8,012) (8,155)
Others - (89)
(8,012) (8,244)
Offsetting 3,126 2,864
Deferred tax liabilities (after offsetting) (4,886) (5,380)


As mentioned in Note 3, the tax effects of deductible temporary differences, unused tax losses and unabsorbed capital
allowances which would give rise to net deferred tax assets are recognised to the extent that it is probable that future
taxable profits will be available against which the deductible temporary differences, unused tax losses and unabsorbed
capital allowances can be utilised. As of 31 December 2019, the estimated amount of deductible temporary differences,
unused tax losses and unabsorbed capital allowances, for which the net deferred tax assets is not recognised in the
financial statements of the Group due to uncertainty of realisation, is as follows:
The Group
2019 2018
RM’000 RM’000
Unused tax losses and unabsorbed capital allowances 299,339 292,911

Temporary differences arising from others 3,273 1,875
302,612 294,786
26. GOODWILL ON CONSOLIDATION
The Group
2019 2018
RM’000 RM’000
At beginning and end of year 1,104 1,104
Impairment test for goodwill

Goodwill has been allocated to the Group’s cash generating units (“CGUs”) identified according to the particular business
segment as follows:
The Group
2019 2018 Pre-tax
RM’000 RM’000 discount rate
Manufacturing of automotive parts and components 436 436 14.8%

Trading of motor vehicles, spare parts and other related activities 668 668 14.8%
1,104 1,104
The recoverable amount of CGU is determined based on value-in-use calculations applying a discounted cash flow model
based on financial budgets approved by management covering a five-year period of each CGU with average pre-tax

discount rate of 14.8% (2018: 14.8%). The directors believe that the following growth rate per annum is reasonable for cash
flow projection purpose:
Growth rate per annum
2019 2018
% %
Financial years ending 31 December

2019 - 5
2020 5 1
2021 1 1
2022 1 1
2023 1 1
2024 1 -
Management believes that any reasonably possible change in the key assumptions would not cause the carrying values of
the goodwill to materially exceed their recoverable amounts.
If the estimated pre-tax discount rate applied to the discounted cash flows had been increased by 1 percentage point as
of 31 December 2019, the goodwill would not be significantly impacted.
27. INVENTORIES
The Group
2019 2018
RM’000 RM’000
Completed vehicles 80,584 81,331

Raw materials 12,527 10,949
Work in progress 1,045 1,999
Parts and consumables 12,382 12,843
Finished goods 4,058 5,341
110,596 112,463
Less: Allowance for slow-moving inventories (2,842) (8,053)
107,754 104,410
Movement in allowance for slow-moving inventories:
2019 2018
RM’000 RM’000
At 1 January 8,053 4,488

Amount recognised during the year (Note 9) 1,318 5,842
Amount no longer required (Notes 9 and 13) (704) (1,905)
Written off (5,825) (372)
At 31 December 2,842 8,053


Cost of inventories recognised as cost of sales of the Group amounted to RM1,907,383,000 (2018: RM1,739,695,000).
During the financial year, the write down in inventories of the Group to net realisable value amounted to RM649,000 (2018:
RM73,000) and has been recognised as an expense in profit or loss (Notes 9 and 13).
28. TRADE RECEIVABLES
The Group
2019 2018
RM’000 RM’000
Trade receivables 117,790 111,769

Hire purchase receivables (Note 23) 16 16

117,806 111,785
Less: Allowance for expected credit losses (2,896) (4,040)
Net 114,910 107,745
Trade receivables disclosed above are classified as financial assets recognised at amortised cost.
The normal credit periods granted on sales of goods and completed properties range from 14 days to 120 days (2018: 14
days to 120 days). Other credit terms are assessed and approved on a case-by-case basis. The Group measures the loss
allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The expected credit losses on
trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an
analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic
conditions of the industry in which the debtors operate, an assessment of both the current as well as the forecast direction
of conditions at the reporting date.
Included in trade receivables of the Group is an amount of RM2,084,000 (2018: RM6,268,000) due from an associate of
Perusahaan Otomobil Kedua Sdn. Bhd., an associate of the Group.
Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the
financial year but against which the Group has not recognised an allowance for expected credit losses because there
has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not
hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any
amounts owed by the Group to the counterparty.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty
and there is no realistic prospect of recovery. None of the trade receivables that have been written off is subject to
enforcement activities.

The table below is an analysis of trade receivables at the end of the reporting period:
The Group
Trade receivables – days past due

Not
past due < 30 31 - 60 61 - 90 91 - 120 > 120 Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2019
Carrying amount 104,534 849 4,416 1,468 2,131 4,392 117,790
Lifetime ECL (2,896)
114,894
2018
Carrying amount 95,479 1,038 5,404 3,947 1,563 4,338 111,769
Lifetime ECL (4,040)
107,729
The movements in the allowance for impairment losses of trade receivables during the financial year are as follows:
The Group
2019 2018
RM’000 RM’000
Lifetime ECL (simplified approach)

At 1 January 4,040 2,202
Impairment loss recognised during the year (Notes 9 and 13) 863 3,906
Impairment loss written off (442) (284)
Impairment loss no longer required (Notes 9 and 13) (1,565) (1,784)
At 31 December 2,896 4,040
In determining the recoverability of a trade receivable, the Group also considers any change in the credit quality of the
trade receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit
risk is limited due to the customer base being large and unrelated.
Analysis of currency exposure profile of trade receivables is as follows:
The Group
2019 2018
RM’000 RM’000
Ringgit Malaysia 114,910 107,040

United States Dollar - 139
Euro - 566
114,910 107,745


29. OTHER RECEIVABLES, DEPOSITS AND PREPAID EXPENSES

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Deposits and advances paid 7,306 6,539 125 135

Prepaid expenses 7,133 4,066 23 47
Sundry receivables 11,020 14,105 37 60
25,459 24,710 185 242

Less: Allowance for expected credit losses (37) (307) (37) (37)
25,422 24,403 148 205
Movement in allowance for expected credit losses

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
At 1 January 307 307 37 37

Written off (270) - - -
At 31 December 37 307 37 37
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of
debtors.
30. AMOUNT OWING BY SUBSIDIARIES
The Company
2019 2018
RM’000 RM’000
Interest free 44,935 52,471

Bearing interest at 5% per annum 86,710 4
131,645 52,475
The amount owing by subsidiaries, which arose from non-trade transactions, is unsecured and repayable on demand.

31. CASH AND CASH EQUIVALENTS

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Cash on hand and at banks 86,166 100,343 2,069 23,556

Deposits with licensed banks 85,275 71,884 - 4
Short-term fund investments (redeemable upon 3 to 7
days notice) 94,151 25,146 94,151 25,146

investments 265,592 197,373 96,220 48,706
Less:
Restricted cash - (4) - (4)
Bank overdrafts (Note 35) (6,745) (8,307) - -
Deposits with maturities in excess of three months (52) (10,048) - -
Cash and cash equivalents 258,795 179,014 96,220 48,702
The effective interest rates of deposits with licensed banks and short-term fund investments of the Group and of the
Company at the end of the reporting period ranges from 2.50% to 4.15% (2018: 2.50% to 3.95%) per annum.
Restricted cash represents amounts placed under the Security Account.
The average maturities of deposits with licensed banks and short-term fund investments of the Group and of the Company
at the end of the reporting period ranges from 1 day to 180 days (2018: 1 day to 180 days).
Analysis of currency profile of cash and bank balances and short-term fund investments is as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 265,528 197,183 96,220 48,706

United States Dollar 59 189 - -
Japanese Yen 1 1 - -
Euro 4 - - -
265,592 197,373 96,220 48,706


32. ASSETS CLASSIFIED AS HELD FOR SALE
The Group
2019 2018
RM’000 RM’000
Prepaid land lease payments (Note 19) 3,389 730

Property, plant and equipment (Note 16) 34,906 591
38,295 1,321
On 31 May 2019, OMI Alloy (M) Sdn. Bhd. (“OMIA”), an indirect subsidiary of the Company had ceased its operation
in the manufacturing and trading of alloy wheels. With the closure of the operation, OMIA and its immediate holding
company, Oriental Metal Industries (M) Sdn. Bhd. (“OMI”) resolved to dispose its alloy wheel plant, related machineries
and equipment, freehold land and building. The Group had since commenced negotiations with several interested parties.
The Group intends to dispose of the assets within twelve months subject to any unexpected delay that may be caused
by events or circumstances beyond the Group’s control. As at financial year end, the said assets have been reclassified as
held for sale.
In financial year 2018, KMA Marketing Sdn. Bhd., a subsidiary of the Company entered into a sale and purchase agreement
with an independent third party to dispose of a leasehold land and building with carrying amount of RM730,083 and
RM591,565 respectively. In financial year 2019, the said leasehold land and building had been disposed at a consideration
of RM13,250,000.
33. SHARE CAPITAL
The Group and The Company

Number of
Shares Amount
000 RM’000
Issued and paid up:
As of 1 January 2018/31 December 2018/ 1 January 2019/31 December 2019 390,887 391,651

34. RESERVES

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Non-distributable:
Fair value reserve 3,569 - - -

Hedging reserve (31) (40) - -
Foreign currency translation reserve 996 - - -
Equity-settled employee benefits reserve - 347 - 347
Distributable:
Retained earnings 1,352,701 1,187,313 313,343 216,982
1,357,235 1,187,620 313,343 217,329
(a) Fair value reserve
The fair value reserve represents fair value change of equity investment designated at fair value through other
comprehensive income in an associate.
(b) Hedging reserve
The hedging reserve represents the cumulative portion of losses on hedging instruments deemed effective in cash
flow hedges of an associate.
(c) Foreign currency translation reserve
Foreign currency translation reserve represents exchange difference arising from the translation of the financial
statements of the Group’s foreign associates whose functional currencies are different from that of the Group’s
presentation currency.
(d) Equity-settled employee benefits reserve
The equity-settled employee benefits reserve relates to performance shares and restricted shares granted by the
Company to employees of the Group under the Long Term Incentive Plan. Further information about share-based
payments to employees is set out in Note 48.
(e) Retained earnings
At the end of the reporting period, the entire retained earnings of the Company is available for distribution as
dividends under the single-tier income tax system.


35. BORROWINGS

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Current - at amortised cost
Secured:
Term loans 6,064 12,324 - -
Bankers’ acceptances and trust receipt 4,251 7,090 - -
Revolving credits - 30,825 - -
Bank overdrafts (Note 31) 6,745 8,307 - -
17,060 58,546 - -
Non-current - at amortised cost
Secured:
Term loans 18,834 85,406 - -
Total borrowings
Term loans 24,898 97,730 - -

Bankers’ acceptances and trust receipt 4,251 7,090 - -
Revolving credits - 30,825 - -
Bank overdrafts 6,745 8,307 - -
35,894 143,952 - -
The borrowings are repayable as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Current 17,060 58,546 - -

Non-current:
More than 1 year and less than 2 years 6,177 12,425 - -
More than 2 years and less than 5 years 11,176 38,672 - -
More than 5 years 1,481 34,309 - -
35,894 143,952 - -

(a) The secured bank borrowings are secured by the following:
(i) first legal charge on freehold land, buildings and plant and machineries of certain subsidiaries as disclosed in
Note 16;
(ii) a deed of assignment over freehold land owned by a subsidiary as disclosed in Note 16;
(iii) corporate guarantees by the Company, the holding company and a subsidiary; and
(iv) a first party memorandum of deposit of shares on the pledge of the Company’s shareholding in Hirotako
Holdings Berhad as disclosed in Note 20.
(b) The average effective interest rates per annum of the borrowings are as follows:

2019 2018 2019 2018
% % % %
Term loans 4.5 4.5 - 6.1

Bankers’ acceptances and trust receipt 4.0 4.0 - -
Revolving credits - 5.0 - -
Bank overdrafts 4.7 6.9 - -
(c) Reconciliation of liabilities arising from financing activities
The table below details the changes in the Group’s and the Company’s liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows
were, or future cash flows will be, classified in the Group’s and the Company’s statements of cash flows as cash flows
from financing activities.
Borrowings
(excluding bank Finance Hire purchase
overdrafts) lease payables payables Lease liabilities
(Note 35) (Note 38) (Note 39) (Note 37)
RM’000 RM’000 RM’000 RM’000
2019
The Group
At beginning of year/on adoption of MFRS 16 135,645 1,510 15 5,850
Financing cash flows^ (106,496) (1,510) (15) (2,576)
At end of year 29,149 - - 3,274
2018
The Group
At beginning of year 266,607 3,474 29 -
Financing cash flows^ (130,962) (1,964) (14) -
At end of year 135,645 1,510 15 -


Borrowings Lease liabilities

(Note 35) (Note 37)
RM’000 RM’000
2019
The Company
At beginning of year/on adoption of MFRS 16 - 1,332
Financing cash flows^ - (308)
At end of year - 1,024
2018
The Company
At beginning of year 76,629 -
Financing cash flows^ (76,629) -
At end of year - -
^ The cash flows from borrowings, finance lease payable, hire purchase payables and lease liabilities make up the net
amount of proceeds from borrowings and repayments of borrowings, finance lease payables, hire purchase payables,
lease liabilities and finance costs paid in the statements of cash flows.
36. RETIREMENT BENEFITS OBLIGATION

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
At 1 January 2,878 2,866 1,400 1,400

Defined benefit plans (Note 10) 890 914 - -
Contribution paid during the year (1,136) (902) - -
At 31 December 2,632 2,878 1,400 1,400
Daihatsu Group operates a funded, defined Retirement Benefit Scheme (“Scheme”) for its eligible employees. Contributions
to the Scheme are made to a separately administered fund. The Company operates an unfunded Scheme for the eligible
employees and directors. Under both Schemes, eligible employees are entitled to retirement benefits of final salary on
attainment of the retirement age of 55.

The amounts recognised in the statements of financial position are determined as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Provision for unfunded retirement gratuity 1,400 1,400 1,400 1,400
Present value of funded defined benefit obligations 7,892 6,833 - -

Fair value of plan assets (6,660) (5,355) - -
1,232 1,478 - -
Total 2,632 2,878 1,400 1,400
The amounts recognised in the profit or loss are as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Defined benefit plans

Current service cost 813 838 - -
Interest cost 77 76 - -
Total, included in employee benefits expense 890 914 - -
The principal actuarial assumptions used are as follows:
The Group
2019 2018
% %
Discount rate 5.20 5.20

Average salary increase 5.00 5.00
37. LEASE LIABILITIES

2019 2019
RM’000 RM’000
At 1 January (on adoption of MFRS 16) 4,772 -

Addition during the year 1,078 1,332
Finance costs (Note 7) 224 60
Payment of lease rental (2,800) (368)
At 31 December 3,274 1,024


The minimum lease payments for the lease liabilities are payable as follows:
Present value of
Future minimum minimum lease
lease payments Interest payments
2019 2019 2019
The Group RM’000 RM’000 RM’000
Less than one year 1,850 (115) 1,735

Between one and two years 802 (61) 741
Between two and five years 830 (32) 798
3,482 (208) 3,274
The Company
Less than one year 368 (44) 324

Between one and two years 368 (26) 342
Between two and five years 368 (10) 358
1,104 (80) 1,024
38. FINANCE LEASE PAYABLES
The Group
2019 2018
RM’000 RM’000
Minimum finance lease payments:

Within one year - 1,522
Later than 1 year but less than 5 years - -
- 1,522
Less: Future finance charges - (12)
Present value of finance lease payables - 1,510
Analysed as:
Due within 1 year - 1,510
Due within 2 to 5 years - -
Present value of finance lease payables - 1,510
In 2018, the Group leased certain items of manufacturing equipment under finance leases. The average lease term was 3
years. The Group had options to purchase the equipment for a nominal amount at the end of the lease terms. The Group’s
obligations under finance leases were secured by the lessors’ title to the leased assets.
Interest rates underlying the obligation under the finance lease were fixed at respective contract dates at 7.2% per annum.

39. HIRE PURCHASE PAYABLES
The Group
2019 2018
RM’000 RM’000
Minimum hire purchase payments:

Within one year - 16
Later than 1 year but less than 5 years - 1
- 17
Less: Future finance charges - (2)
Present value of hire purchase payables - 15
The Group
2019 2018
RM’000 RM’000
Analysed as:
Due within 1 year - 14
Due within 2 to 5 years - 1
Present value of hire purchase payables - 15
In 2018, the hire purchase payables of the Group bore effective interest at rates ranging from 3.07% to 3.18% per annum.
Interest rates were fixed at the inception of the hire-purchase arrangements.
The Group’s hire purchase payables were secured by the financial institutions’ charge over the assets under hire purchase
as disclosed in Note 16.
40. PROVISION FOR CLAIMS
The Group
2019 2018
RM’000 RM’000
Claims for compensation 268 268
Provision for claims for compensation is made based on the estimated liability for industrial relations and civil cases. A
provision is recognised for industrial relations and civil cases at the end of the reporting period based on an assessment
as to the likelihood of such claims crystallising.


41. TRADE PAYABLES

The normal trade credit terms granted to the Group by trade payables ranges from 2 days to 90 days (2018: 2 days to 90
days).
Included in trade payables of the Group are amounts of RM8,424,736 (2018: RM1,207,911) and RM1,298,799 (2018:
RM2,272,607) due to a subsidiary of Perusahaan Otomobil Kedua Sdn. Bhd. and Hino Motors Sales (Malaysia) Sdn. Bhd.
respectively, associates of the Group.
Analysis of currency exposure profile of trade payables is as follows:
The Group
2019 2018
RM’000 RM’000
Ringgit Malaysia 91,985 71,310

United States Dollar 84 660
Euro - 44
92,069 72,014
42. OTHER PAYABLES AND ACCRUED EXPENSES

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Sundry payables 15,124 20,974 19 15

Accruals 16,767 17,034 1,033 728
Accruals for dealers and salesmen incentives 5,237 4,560 - -
Deposits received from customers 3,780 6,958 - -
40,908 49,526 1,052 743
Analysis of currency profile of sundry payables is as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 15,113 20,893 19 15

United States Dollar 11 11 - -
Japanese Yen - 35 - -
Singapore Dollar - 35 - -
15,124 20,974 19 15

43. AMOUNT OWING TO A SUBSIDIARY AND HOLDING COMPANY

The amount owing to a subsidiary arose mainly from payment made on behalf which is unsecured, interest-free and
repayable on demand.
The amount owing to holding company arose mainly from advances and payment made on behalf which is unsecured,
interest-free and repayable on demand.
44. RELATED PARTY TRANSACTIONS

The immediate and ultimate holding company of the Company is Med-Bumikar Mara Sdn. Bhd., a company incorporated
in Malaysia.
Related parties and the relationships are described as follows:
Related Parties Nature of Relationship
Toyota Tsusho Corporation (“TT”) TT ceased to be a corporate shareholder of Oriental Metal

Industries (M) Sdn. Bhd. (“OMISB”), a subsidiary of the
Company, on 12 March 2018
Toyota Tsusho (Malaysia) Sdn Bhd (“TTM”) A subsidiary of TT
Perusahaan Otomobil Kedua Sdn. Bhd. (“Perodua”) Perodua is an associate of the Company
Hino Motors Sales (Malaysia) Sdn. Bhd. (“Hino”) Hino is an associate of the Company
(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company have the
following transactions with related parties during the financial year, which were determined based on negotiated
terms agreed between the parties:
The Group
2019 2018
RM’000 RM’000
Purchases from a subsidiary of Perodua 1,166,567 962,465

Purchases from Hino 30,442 39,677
Purchases from TT, its subsidiaries and associates - 7,778
Purchases from TTM, its subsidiaries and associates - 584
Sales to Perodua, its subsidiaries and associates (54,456) (49,330)
Management fee receivable from associates (Note 5) (60) (120)


The Company
2019 2018
RM’000 RM’000
Dividends from:
Subsidiaries (Note 5) (25,645) (34,320)
Associates (Note 5) (103,195) (69,471)
Management fee receivable from:
Subsidiaries (Note 5) (353) (40)
Associates (Note 5) (60) (120)
Interest income on advances to subsidiaries (Note 8) (3,551) (1,742)
(b) Compensation of key management personnel is as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Short term employee benefits 2,412 2,353 959 940

Share-based payment - 93 - 93
Employees Provident Fund 183 175 81 57
Total compensation of key management personnel 2,595 2,621 1,040 1,090
Consists of amount paid to:

Executive directors of subsidiaries (Note 11) 1,555 1,574 - -
1,555 1,574 - -
45. CAPITAL COMMITMENTS

As of 31 December 2019, the Group has the following capital commitments in respect of the acquisition of property, plant
and equipment:
The Group
2019 2018
RM’000 RM’000
Approved and contracted for 5,222 516

Approved but not contracted for 2,320 4,353

46. OPERATING LEASE COMMITMENTS

Non-cancellable operating lease commitments - as lessee
The Group
2018
RM’000
Future minimum rentals payable

Not later than 1 year 2,515
More than 1 year and less than 2 years 1,242
More than 2 years and less than 5 years 639
4,396
Non-cancellable operating lease commitments - as lessor
The Group
2019 2018
RM’000 RM’000
Future minimum rentals receivable

Not later than 1 year 1,816 1,729
More than 1 year and less than 2 years 720 725
More than 2 years and less than 5 years 47 290
2,583 2,744
47. CONTINGENT LIABILITIES - UNSECURED
The Group
2019 2018
RM’000 RM’000
Corporate guarantees relating to banking facilities granted to a joint venture 18,000 18,000
The Company has assessed the financial guarantee contracts and concluded that the financial guarantees are unlikely to
crystalise. Therefore, the financial impact of the financial guarantees is negligible.
48. SHARE-BASED PAYMENTS

The Long-Term Incentive Plan (“LTIP”) was implemented on 26 September 2016 for the benefit of eligible employees and
executive directors of the Group. The LTIP was approved by the shareholders on 19 November 2014.
The salient features of the LTIP are as follows:
(i) The LTIP comprises of two types of share plans, namely the Restricted Share Plan (“RSP”) and Performance Share
Plan (“PSP”). The total number of shares which may be granted under both plans shall not exceed in aggregate 10%
of the issued and paid-up shared capital of the Company.


(ii) Pursuant to the By-Laws of the LTIP, the LTIP shall be in force for a period of ten (10) years (“LTIP Period”) commencing
from the effective date. Shares under both the RSP and PSP are issued upon vesting at no consideration to the LTIP
grantees.
(iii) The vesting period of the RSP is over the duration of the LTIP Period as may be determined by the LTIP Committee,
which may be subjected to individual performance metrics being met and the achievement of certain operational
measures.
(iv) The vesting period of the PSP is on a three-year vesting schedule, or other performance period(s) as determined by
the LTIP Committee, whereby the PSP grantees are assessed based on certain financial and market performances set
by the LTIP Committee over a period of three (3) years, or such timeframe as determined by the LTIP Committee.
(v) Notwithstanding anything set out in the By-Laws and subject always to compliance with the relevant authorities, the
Company may, by notice in writing to all grantees whose shares granted but not yet vested under the LTIP, terminate
the LTIP at any time during the LTIP duration.
The remaining outstanding 262,400 number of shares under PSP were lapsed during the financial year.
Fair value of share grants granted
In 2016, the weighted average fair value of the share options granted is RM1.49. Share grants were priced using the Binomial
model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for
the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to
the share grants), and behavioural considerations. Expected volatility for PSP and RSP is based on the historical annualised
3 years volatility.
PSP RSP
Inputs into the model Grant 1 Grant 1
Grant date share price (RM) 2.48 2.48

Expected volatility (%) 21.60 21.60
Option life 31 months 3 months
Dividend yield (%) 2.40 2.40
Risk-free interest rate (%) 2.96 2.96
49. SUBSEQUENT EVENT

The outbreak of COVID-19 in Malaysia and the subsequent Movement Control Order (“MCO”) imposed by the Malaysian
government from 18 March 2020 to 12 May 2020 has had a negative impact on the operations of the Group. During MCO,
only identified essential businesses by the Government are allowed to continue business as usual. The operations of the
Group are not identified as essential business and the Group had to stop its operations since 18 March 2020. The Group has
restarted its operations from 4 May 2020 complying with the standard operating procedures imposed by the government.
As a result of closure of operations, the revenue of the Group for the period ended 30 April 2020 is considerably lower
than the same period of last year.
The Group has performed an assessment and carefully considered the potential impact of COVID-19 on the Group’s
operations and financials, which include amongst others the slowing down of demand for vehicles and auto parts,
increasing risks on customers deferring or defaulting on contracts, customers credit risks and inventory obsolescence.
Based on the assessment and information available at the point of reporting, the Group’s operating results have been
forecasted to be negatively impacted. However, the cash flow position together with its undrawn facilities are adequate
to meet the Group’s requirements. Management will continue to monitor the developments and will implement timely and
appropriate measures to minimise the impact.

50. SEGMENT INFORMATION

The information reported to the Group’s chief operating decision makers for the purposes of resource allocation and
assessment of segment performance is specifically focused on the business segments as follows:
(i) Motor trading: Marketing and distribution of motor vehicles, spare parts and provision of related services.
(ii) Auto parts manufacturing: Manufacturing of automotive parts and components, steel and alloy wheels and discs,
noise, vibration and harshness (“NVH”) products and provision of tyre assembly services.
(iii) Property development (non-core): Development of Menara MBMR.
(iv) All others: Investment holding, corporate headquarters and other dormant companies.
Information regarding the Group’s reportable segments is presented below.
2019 Motor Auto Parts Manufacturing Property All The

trading Continuing Discontinued development others Group
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue from external customers 1,876,060 207,155 25,598 - 2,026 2,110,839

Operating profit/(loss) for reportable
segments 47,794 20,510 (5,338) (112) (5,026) 57,828
Share of results of a joint venture - 11,874 - - - 11,874
Share of results of associates 186,998 3,820 - - - 190,818
Finance costs (497) (401) (2,849) - (1,200) (4,947)
Interest income 2,893 340 68 1 1,296 4,598
Depreciation and amortisation (10,770) (4,821) (732) (1) (2,715) (19,039)
Other significant non-cash items:
Impairment loss on other investment - - - - (74) (74)
Impairment loss on property, plant
and equipment (1,322) - - - - (1,322)
Reversal of impairment loss on
property, plant and equipment - - 515 - - 515
Allowance for expected credit losses (863) - - - - (863)
Allowance for expected credit losses
no longer required 1,386 16 163 - - 1,565
Allowance for slow-moving
inventories (888) (430) - - - (1,318)
inventories no longer required 502 - 202 - - 704
Inventories written down (149) (44) (456) - - (649)
Capital expenditure 6,658 5,301 - - 2,715 14,674
Segment assets 541,342 144,758 26,298 2,739 186,061 901,198
Investment in a joint venture - 45,923 - - 22,899 68,822
Investment in associates 1,158,193 65,421 - - - 1,223,614
Segment liabilities (105,522) (43,685) (307) (1,105) (30,420) (181,039)


2018 (Restated) Motor Auto Parts Manufacturing Property All The

trading Continuing Discontinued development others Group
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue from external customers 1,693,322 184,401 44,351 3,295 1,679 1,927,048
Operating profit/(loss) for reportable
segments 23,505 12,862 (19,613) 771 (5,526) 11,999
Share of results of a joint venture - 14,327 - - - 14,327
Share of results of associates 175,511 7,580 - - - 183,091
Finance costs (360) (579) (5,013) - (4,739) (10,691)
Interest income 3,320 187 - - 1,779 5,286
Depreciation and amortisation (8,283) (5,678) (1,732) (16) (2,504) (18,213)
Other significant non-cash items:
Impairment loss on other investment - - - - (52) (52)
Impairment loss on property, plant
and equipment - - (1,972) - - (1,972)
Gain on disposal of investment
properties - - - - 1,901 1,901
Inventories written down (73) - - - - (73)
Allowance for expected credit losses (3,651) - (255) - - (3,906)
Allowance for expected credit losses
no longer required 1,661 123 - - - 1,784
inventories (5,842) - - - - (5,842)
Capital expenditure 5,570 1,576 2,574 - - 9,720
Segment assets 510,388 126,317 42,567 6,761 139,858 825,891
Investment in a joint venture - 49,349 - - 22,899 72,248
Investment in associates 1,122,706 85,228 - - - 1,207,934
Segment liabilities (94,906) (40,807) (107,005) (2,427) (32,418) (277,563)

Reconciliations of reportable operating segment revenue, profit or loss, assets and liabilities are as follows:
The Group
2019 2018
RM’000 RM’000
Revenue
Total revenue for the Group’s reportable segments 2,108,813 1,925,369
All others 2,026 1,679
Elimination of revenue from discontinued operation (25,598) (44,351)
Revenue from continuing operations, as reported 2,085,241 1,882,697
Profit or loss
Total profit for the Group’s reportable segments, including finance costs and interest
income 62,409 15,080
All others (4,930) (8,486)
Share of results of a joint venture 11,874 14,327
Share of results of associates 190,818 183,091
Elimination of loss from discontinued operation 8,119 24,626
Profit before tax from continuing operations, as reported 268,290 228,638
Assets
Total assets for the Group’s reportable segments 715,137 686,033
All others 186,061 139,858
Investment in joint venture 68,822 72,248
Investment in associates 1,223,614 1,207,934
Total assets, as reported 2,193,634 2,106,073
Liabilities
Total liabilities for the Group’s reportable segments 150,619 245,145
All others 30,420 32,418
Total liabilities, as reported 181,039 277,563
No analysis of geographical segments is presented as the Group operates principally in Malaysia.
Segment assets and liabilities: Segment assets include all operating assets used by a segment and consist principally of
operating receivables, inventories and property, plant and equipment, net of allowances and provisions. Capital additions
include the total cost incurred to acquire property, plant and equipment directly attributable to the segment. Segment
liabilities include all operating liabilities and consist principally of account payables and accruals.
Investment in associates and joint venture: Income from associates and joint venture are allocated as they are specifically
attributable to business segments, and correspondingly investment in associates is excluded as segment assets of the
Group.


51. FINANCIAL RISK MANAGEMENT
Capital Risk Management

The objective of the Group’s capital management is to safeguard the Group’s ability to continue as a going concern while
maximising the return to shareholders through the optimisation of debt and equity balance. The Group’s overall strategy
remains unchanged since 2018.
The capital structure of the Group consists of debts and equity.
The Group reviews the capital structure on a regular basis. As part of this review, the Group considers the cost of capital
and the risks associated with each class of capital.
Gearing Ratio
The gearing ratio at end of the reporting period was as follows:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Debts 39,168 145,477 1,024 -
Equity 2,012,595 1,828,510 704,994 608,980
Debt to equity ratio 1.95% 7.96% 0.15% -
Debts are defined as borrowings, lease liabilities, finance lease payables, hire purchase payables as disclosed in Notes 35,
37, 38 and 39 respectively.
Equity includes capital, reserves and non-controlling interests.
Significant accounting policies

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of
measurement, and the bases for recognition of income and expenses), for each class of financial assets, financial liabilities
and equity instruments are disclosed in Note 3.

Classes and categories of financial instruments
Carrying amount Fair value

Financial Financial
assets liabilities Level
FVTPL Amortised Amortised
designated cost cost Total 1 2 3
2019 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Other investments 1,862 - - 1,862 1,862*
Trade receivables - 114,910 - 114,910
Other receivables - 18,289 - 18,289
Amount owing by a joint venture - 15,300 - 15,300
investments 94,151 171,441 - 265,592 94,151 - -
Trade payables - - 92,069 92,069
Other payables and accrued expenses - - 37,128 37,128
Borrowings - - 35,894 35,894
Lease liabilities - - 3,274 3,274
Amount owing to holding company - - 36 36
*Cost of investment in unquoted equity shares has been considered as an appropriate estimate of fair value because of a wide range of
possible fair value measurements and cost represents the best estimate of fair value within that range.

Financial Financial
2018 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Other investments 1,936 - - 1,936 1,936*
Trade receivables - 107,745 - 107,745
Other receivables - 20,337 - 20,337
Amount owing by a joint venture - 10,200 - 10,200
investments 25,146 172,227 - 197,373 25,146 - -
Trade payables - - 72,014 72,014
Borrowings - - 143,952 143,952
Finance lease payables - - 1,510 1,510
Hire purchase payables - - 15 15
*Cost of investment in unquoted equity shares has been considered as an appropriate estimate of fair value because of a wide range of
possible fair value measurements and cost represents the best estimate of fair value within that range.



Financial Financial
2019 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Company
Other receivables - 125 - 125
Amount owing by subsidiaries - 131,645 - 131,645
investments 94,151 2,069 - 96,220 94,151 - -
Lease liabilities - - 1,024 1,024
Amount owing to a subsidiary company - - 630 630
2018
Company
Other receivables - 158 - 158
Amount owing by subsidiaries - 52,475 - 52,475
investments 25,146 23,560 - 48,706 25,146 - -
Other payables and accrued expenses - - 743 743
Financial Risk Management Objectives and Policies

The operations of the Group are affected by a range of financial risks, including foreign exchange risk, interest rate risk,
credit risk and liquidity risk. The Group’s principal objective in managing financial risk management is to minimise the
Group’s exposure to these risks below a risk tolerance level approved by the Board and/or costs associated with the
financing, investing and operating activities.
Various risk management policies are formulated and approved by the Board of Directors for observation in the day-to-day
operations for controlling and managing the risks associated with financial instruments.

Foreign Exchange Risk Management

The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate
fluctuation arise.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of
the reporting period are disclosed in the respective notes.
Foreign currency sensitivity analysis
The Group is mainly exposed to the United States dollar, Euro and Japanese yen.
The following table details the Group’s sensitivity to a 10% increase and decrease in the Ringgit Malaysia against the relevant
foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation
at the period end for a 10% change in foreign currency rates. A positive number below indicates a gain in the profit or loss
where the Ringgit Malaysia strengthens 10% against the relevant currency. For a 10% weakening of the Ringgit Malaysia
against the relevant currency, there would be a comparable impact on the profit or loss, the balances below would be
negative.
The Group
2019 2018
RM’000 RM’000
United States dollar 4 34

Japanese yen - 3
Euro - 52
Singapore dollar - 4
The Group’s sensitivity to foreign currency is mainly attributable to the exposure of outstanding receivables and payables,
which are denominated in foreign currencies at the end of the reporting period.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the
year end exposure does not reflect the exposure during the financial year.
Credit Risk Management

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its
obligations. The Group is exposed to credit risk mainly from trade receivables and other receivables.
The Group extends credit to its customers based upon careful evaluation of the customers’ financial condition and credit
history. The Group also ensures as far as practicable a large number of customers so as to limit high credit concentration
in a customer or customers from a particular market.
The Group’s exposure to credit risk in relation to its trade and other receivables, should all its customers fail to perform
their obligations as of 31 December 2019, is the carrying amount of these receivables as disclosed in statements of financial
position.


The Group places its short-term deposits with credit worthy institutions. The carrying amount of financial assets in the
financial statements, net of any provision of losses, represents the Group’s maximum exposure to credit risk without taking
into account the value of any collateral or other security obtained.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties
having similar characteristics at the end of the reporting period. The Group defines counterparties having similar
characteristics if they are related entities.
Interest Rate Risk Management

The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing fixed deposits, short-term
and long-term borrowings. The Group has in place prudent investment policies whereby excess funds are only invested in
repurchase agreements or placed as fixed deposits with reputable commercial banks. The Group does not at anytime make
placements in non-guaranteed, fluctuating, commercial papers and the like.
The Group’s and the Company’s exposures to interest rates on financial liabilities are detailed below. The sensitivity
analyses below have been determined based on the exposure to interest rates for financial liabilities at the end of the
reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liabilities at the end of
the reporting period will remain unchanged for the whole year. A 100 basis point increase or decrease in the interest rate is
used when reporting interest rate risk internally to key management personnel and represents management’s assessment
of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s and the
Company’s loss for the year ended 31 December 2019 would be decreased/increased by the following amounts:

2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Decrease/Increase in interest expense on:

Term loans 605 1,781 - -
Bankers’ acceptances 57 89 - -
Revolving credits 232 281 - -
Bank overdrafts 90 68 - -
984 2,219 - -
Sensitivity analysis is not applicable for finance lease and hire purchase payables as the interest rate is fixed at the inception
of the financing arrangement.

Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate
liquidity risk management framework for the management of the Group’s short-term, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking
facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.
The following tables detail the liquidity analysis for its financial liabilities based on the contractual maturity of these
financial instruments. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on
the earliest contractual date on which the Group can be required to pay.
When the amount payable is not fixed, the amount disclosed has been determined by reference to the fair value as of the
end of the reporting period.
Weighted
average rate Less More than
The Group per annum than 1 year 1 to 2 years 2 to 5 years 5 years Total
% RM’000 RM’000 RM’000 RM’000 RM’000
2019
Non-interest bearing:
Trade payables 92,069 - - - 92,069
Other payables and accrued expenses 37,128 - - - 37,128
Amount owing to holding company 36 - - - 36
129,233 - - - 129,233
Interest bearing:
Term loans 4.5 6,337 6,455 11,679 1,548 26,019
Bankers’ acceptances 4.0 4,421 - - - 4,421
Bank overdrafts 4.7 7,062 - - - 7,062
Lease liabilities 4.8 - 5.0 1,850 802 830 - 3,482
19,670 7,257 12,509 1,548 40,984
148,903 7,257 12,509 1,548 170,217


Weighted
average rate Less More than
The Group per annum than 1 year 1 to 2 years 2 to 5 years 5 years Total
% RM’000 RM’000 RM’000 RM’000 RM’000
2018
Trade payables 72,014 - - - 72,014
Other payables and accrued expenses 42,568 - - - 42,568
Amount owing to holding company 190 - - - 190
114,772 - - - 114,772
Interest bearing:
Term loans 4.5 12,879 12,984 40,412 35,853 102,128
Bankers’ acceptances 4.0 7,374 - - - 7,374
Revolving credits 5.0 32,366 - - - 32,366
Bank overdrafts 6.9 8,880 - - - 8,880
Hire purchase payables 3.1 14 1 - - 15
Finance lease payables 7.2 1,619 - - - 1,619
63,132 12,985 40,412 35,853 152,382
177,904 12,985 40,412 35,853 267,154
Weighted average Less

The Company rate per annum than 1 year 1 to 2 years 2 to 5 years Total
% RM’000 RM’000 RM’000 RM’000
2019
Other payables and accrued expenses 1,052 - - 1,052
Amount owing to a subsidiary company 630 - - 630
Amount owing to holding company 36 - - 36
1,718 - - 1,718
Interest bearing:
Lease liabilities 5 368 368 368 1,104
2,086 368 368 2,822
2018
Other payables and accrued expenses 743 - - 743
Amount owing to holding company 190 - - 190
933 - - 933

Fair Values
The directors consider that the carrying amounts of the current financial assets and financial liabilities of the Group and
the Company at the end of the reporting period approximate their fair values due to the relatively short-term maturities
of these financial instruments.
The fair value of long-term liabilities were estimates by discounting the expected future cash flows using the current
interest rates for borrowing with similar risk profiles. There is no material difference between the carrying amounts and the
estimated fair values of term loans.
Other investment is stated at cost less identified impairment losses as it does not have a quoted market price in an active
market and the directors believe that the cost of investment is an appropriate estimate of fair value because of wide range
of possible fair value measurement and cost represents the best estimate of fair value for these unquoted shares.
Fair value hierarchy

The categorisation of fair value measurements into Level 1, 2 or 3 is defined as follows:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities.
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs).


52. SUBSIDIARIES
Country of Proportion of ownership

Direct Subsidiaries Incorporation interest and voting rights Principal Activities
2019 2018
% %
Daihatsu (Malaysia) Sdn. Bhd. Malaysia 51.5 51.5 Marketing and distribution of motor
vehicles, spare parts and provision
of related motor repair services
Galaxy Waves Sdn. Bhd. Malaysia 100 100 Investment holding
Summit Vehicles Body Works Sdn. Malaysia 100 100 Non-operating

Bhd.
Oriental Extrusions Sdn. Bhd. Malaysia 100 100 Investment holding
MBMR Properties Sdn. Bhd. Malaysia 100 100 Investment holding
Inai Benua Sdn. Bhd. Malaysia 70 70 Property development
Menara MBMR Holdings Sdn. Bhd.* Malaysia 70 70 Property management and

maintenance of Menara MBMR
Hirotako Holdings Berhad* Malaysia 99.9 99.9 Investment holding and the provision
of management services
F.A. Trucks Sdn. Bhd. Malaysia 100 100 Marketing and distribution of motor
vehicles, spare parts and provision
of related motor repair services

Indirect Subsidiaries Incorporation interest and voting rights Principal Activities
2019 2018
% %
DMM Sales Sdn. Bhd. Malaysia 51.5 51.5 Marketing and distribution of motor
vehicles, related spare parts and
other related activities
DMM Engineering Sdn. Bhd. Malaysia 51.5 51.5 Repair and touching-up, construction
of vehicles body parts for sale,
providing handling and accessories
installation services to its related
companies, distribution of spare
parts and provision of insurance
services
DMM Credit Sdn. Bhd. Malaysia 51.5 51.5 Provision of hire purchase financing.
Inactive as of year end
DMM Assembly Services Sdn. Bhd. Malaysia 51.5 51.5 Provision of insurance services
Federal Auto Holdings Berhad Malaysia 100 100 Investment holding, letting,
maintenance and management
of properties and provision of
management services


Indirect Subsidiaries Incorporation interest and voting rights Principal Activities
2019 2018
% %
Federal Auto Cars Sdn. Bhd. Malaysia 100 100 Trading of motor vehicles and spare
parts and providing ancillary services
F.A. Wagen Sdn. Bhd. Malaysia 100 100 Trading of motor vehicles and spare
F.A. Automobiles (Ipoh) Sdn. Bhd. Malaysia 100 100 Trading of motor vehicles and spare
FAST Sdn. Bhd. Malaysia 100 100 Trading of motor vehicle accessories
Kinabalu Motor Assembly Sendirian Malaysia 70 70 Trading of motor vehicles. During the
Berhad financial year, the Company ceased
its operation
KMA Marketing Sdn. Bhd. Malaysia 70 70 Trading of motor vehicles and spare
parts and providing ancillary
services. In 2018, the Company
ceased its operation
Federal Auto Cars Retail Sdn. Bhd.*@ Malaysia - 100 Investment holding
F.A. Automobiles Sdn. Bhd.*@ Malaysia - 100 Investment holding
F.A. Serve Sdn. Bhd. Malaysia 100 100 Operating petrol station and providing
workshop services
F.A. Leasing and Credit Sdn. Bhd. Malaysia 100 100 Non-operating
Liberty Car Rental Sdn. Bhd.* Malaysia 100 100 Non-operating
F.A. Autoprima Sdn. Bhd. Malaysia 100 100 Providing lease financing and
provision of insurance services
F.A. Autosoft Sdn. Bhd. Malaysia 100 100 Non-operating
Oriental Metal Industries (M) Sdn. Bhd. Malaysia 100 100 Manufacturing of steel wheel rims for
motor vehicles and related activities
OMI Alloy (M) Sdn. Bhd. Malaysia 100 100 Ceased operation in the manufacturing
of alloy wheels for motor vehicles
and related activities during the
year
Hirotako Acoustics Sdn. Bhd.* Malaysia 99.9 99.9 Manufacture and sale of noise and
heat reduction material as well as
insulator parts for motor vehicles
PC Ventures Sdn. Bhd.* Malaysia 99.9 99.9 Investment holding
Hirotako Technologies Sdn. Bhd.*# Malaysia 99.9 99.9 Dormant
* Audited by a firm other than Deloitte PLT.

# In the process of member’s voluntary liquidation.
@ F.A. Cars Retail Sdn. Bhd. and F.A. Automobiles Sdn. Bhd. had been voluntarily wound up on 27 December 2019
pursuant to Section 308 of the Companies Act, 2016.


53. JOINT VENTURE

Name of Company Incorporation interest and voting rights Principal Activities
2019 2018
% %
Autoliv Hirotako Sdn. Bhd.* Malaysia 51 51 Investment holding
Autoliv Hirotako Safety Sdn. Bhd.* Malaysia 51 51 Manufacture and sale of seat belts for
motor vehicles
Autoliv Hirotako SRS Sdn. Bhd.* Malaysia 51 51 Manufacture and sale of car airbag
modules and steering wheels
Autobelt Sdn. Bhd.*# Malaysia 51 51 Dormant

# In the process of member’s voluntary liquidation.
54. ASSOCIATES

Name of Company Incorporation interest and voting rights Principal Activities
2019 2018
% %
Perusahaan Otomobil Kedua Sdn. Bhd.* Malaysia 22.6 22.6 Investment holding, provision for
management and administration
services, marketing and distribution
of motor vehicles and related spare
parts
Hino Motors Sales (Malaysia) Sdn. Bhd.* Malaysia 20 42 Marketing and servicing of commercial
vehicles and related spare parts
Hino Motors Manufacturing (Malaysia) Malaysia 20 42 Assemble, manufacturing and

Sdn. Bhd.* distribution trucks and buses of Hino
Motors brand
Teck See Plastic Sdn. Bhd.* Malaysia 22.1 22.1 Manufacture and distribution of plastic
articles and products


(199301029757) (284496-V)
NOTICE OF TWENTY-SIXTH (26TH) ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twenty-Sixth Annual General Meeting of the Company will be conducted entirely
through live streaming from the broadcast venue at 23-01, Level 23, Menara MBMR, 1 Jalan Syed Putra, 58000 Kuala
Lumpur, Malaysia (“Broadcast Venue”) on Tuesday, 23 June 2020 at 2.00 p.m. to transact the following businesses:-
AGENDA
Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2019 together (Please refer to
with the Reports of the Directors and Auditors thereon. Note 1 of the
Explanatory
Notes to
Ordinary
Business)
2. To re-elect the following Directors, who retire pursuant to Clause 76(3) of the Company’s Constitution
as Directors of the Company:-
(i) Mr Low Hin Choong (Resolution 1)
(ii) Dato’ Anwar bin Haji @ Aji (Resolution 2)
3. To declare a single tier final dividend of 9.0 sen per ordinary share for the financial year ended (Resolution 3)
31 December 2019.
4. To approve the payment of Directors’ fees of RM551,000 for the financial year ended 31 December (Resolution 4)
2019.
5. To approve the payment of Directors’ fees up to an amount of RM900,000 from 1 January 2020 (Resolution 5)
until the next Annual General Meeting of the Company.
6. To approve the payment of benefits payable to the Directors up to an amount of RM500,000 from (Resolution 6)
this 26th Annual General Meeting until the next Annual General Meeting of the Company.
7. To approve the payment of meeting attendance allowance of RM1,500 per meeting for each Non- (Resolution 7)
Executive Directors from this 26th Annual General Meeting until the next Annual General Meeting
of the Company.
8. To re-appoint Messrs Deloitte PLT as Auditors of the Company and to authorise the Directors of the (Resolution 8)
Company to fix their remuneration.
Special Business
To consider and if thought fit, to pass the following resolutions, with or without modifications, as Ordinary
Resolutions of the Company:-
9. ORDINARY RESOLUTION (Resolution 9)

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE AUTHORITY TO THE COMPANY
TO PURCHASE ITS OWN SHARES OF UP TO TEN PER CENTUM (10%) OF THE TOTAL NUMBER
OF ISSUED SHARES
“THAT subject always to the Companies Act 2016 (“the Act”), the Constitution of the Company, the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing
Requirements”) and all other applicable laws, guidelines, rules and regulations, the Company be
and is hereby authorised, to the fullest extent permitted by law, to purchase such number of issued

NOTICE OF TWENTY-SIXTH (26 ) ANNUAL GENERAL MEETING

TH
shares in the Company as may be determined by the Directors of the Company from time to
time through Bursa Securities upon such terms and conditions as the Directors may deem fit and
expedient in the interest of the Company provided that:-
i. the aggregate number of issued shares in the Company (“Shares”) purchased (“Purchased
Shares”) and/or held as treasury shares pursuant to this ordinary resolution does not exceed
ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa
Securities as at point of purchase; and
ii. the maximum fund to be allocated by the Company for the purpose of purchasing the shares
shall not exceed the aggregate of the retained profits of the Company based on the latest
audited financial statements and/or the latest management accounts (where applicable)
available at the time of the purchase,
(“Proposed Share Buy-Back”).
AND THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately
upon passing of this ordinary resolution and will continue to be in force until:-
a. the conclusion of the next Annual General Meeting (“AGM”) of the Company following at
which time the authority shall lapse unless by ordinary resolution passed at the meeting, the
authority is renewed, either unconditionally or subject to conditions;
b. the expiration of the period within which the next AGM of the Company is required by law to
be held; or
c. revoked or varied by ordinary resolution passed by the shareholders of the Company at a
general meeting,
whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of
its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing
Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements
issued by any relevant authorities.
AND THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal
with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in
the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules,
regulations, guidelines, requirements and/or orders of any relevant authorities for the time being
in force:-
i. To cancel all or part of the Purchased Shares;
ii. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of
the Act;
iii. To distribute all or part of the treasury shares as dividends to the shareholders of the Company;
iv. To resell all or part of the treasury shares;
v. To transfer all or part of the treasury shares for the purposes of or under the employees’ share
scheme established by the Company and/or its subsidiaries;
vi. To transfer all or part of the treasury shares as purchase consideration;
vii. To sell, transfer or otherwise use the shares for such other purposes as the Minister charged
with responsibility for companies may by order prescribe; and/or
viii. To deal with the treasury shares in any other manners as allowed by the Act, Listing
Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of
any relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as
are necessary or expedient (including without limitation, the opening and maintaining of central
depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering
into all other agreements, arrangements and guarantee with any party or parties) to implement,
finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any
conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant
authorities.”
10. ORDINARY RESOLUTION (Resolution 10)

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE COMPANY AND/OR ITS
SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE
OR TRADING NATURE WITH RELATED PARTIES
“THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, the Company and/or its subsidiary companies (“the Group”) be and are hereby
authorised to enter into and give effect to the recurrent related party transactions of a revenue or
trading nature with the related parties as set out in Section 1.3 of Part B of Statement/Circular to
Shareholders dated 22 May 2020 (“the Related Parties”) provided that such transactions are:-
(a) necessary for the day-to-day operations;

(b) undertaken in the ordinary course of business and at arm’s length basis and on normal
commercial terms and transaction prices which are not more favourable to the Related Parties
than those generally available to the public; and
(c) are not to the detriment of the minority shareholders of the Company,
(“Proposed Renewal of RRPT Mandate”).
THAT such approval shall continue to be in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this
AGM at which the Proposed Renewal of RRPT Mandate is passed, at which time it will lapse,
unless by a resolution passed at such AGM whereby the authority is renewed; or
(b) the expiration of the period within the next AGM of the Company is required to be held
pursuant to Section 340(2) of the Companies Act 2016 (“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 of the Company at a general
meeting,
whichever is the earliest.
AND THAT the Directors of the Company be hereby authorised to complete and do all such acts
and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed Renewal of RRPT Mandate.”
11. To consider any other business of which due notice shall be given in accordance with the Companies
Act 2016.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the 26th Annual General Meeting to be
held on 23 June 2020, a single tier final dividend of 9.0 sen per ordinary share in respect of the financial year ended 31
December 2019 will be paid on 28 July 2020 to shareholders whose names appear in the Record of Depositors on 10 July
2020.


TH
A depositor shall qualify for entitlement to the dividend only in respect of:-
a) shares transferred to the depositor’s securities account before 4.30 p.m. on 10 July 2020 in respect of transfers; and
b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
By Order of the Board

WONG PEIR CHYUN (MAICSA 7018710)
(SSM PC No. 202008001742)
WONG WAI FOONG (MAICSA 7001358)
(SSM PC No. 202008001472)
Company Secretaries
Kuala Lumpur
22 May 2020
Notes:-
1. IMPORTANT NOTICE
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which
requires the Chairman of the meeting to be present at the main venue of the meeting.
Shareholders will not be allowed to attend this Annual General Meeting (“AGM”) in person at the Broadcast Venue
on the day of the meeting.
Shareholders are to attend, speak (including posing questions to the Board via real time submission of typed texts)
and vote (collectively, “participate”) remotely at this AGM via the Remote Participation and Voting facilities (“RPV”)
provided by Tricor Investor & Issuing House Services Sdn. Bhd. (“Tricor”) via its TIIH Online website at https://tiih.
online.
Please read these Notes carefully and follow the procedures in the Administrative Guide for the AGM in order to
participate remotely via RPV.
2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 16
June 2020. Only a member whose name appears on this Record of Depositors shall be entitled to participate in this
AGM via RPV.
3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case
of a corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need
not be a member of the Company.
4. A member of the Company who is entitled to attend and vote at a general meeting of the Company may appoint not
more than two (2) proxies to participate instead of the member at the AGM.

5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance
with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”).
6. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories)
Act 1991 (“Central Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities
account it holds in ordinary shares of the Company standing to the credit of the said securities account.
7. Where a member of the Company is an exempt authorised 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 authorised nominee may appoint in respect of each omnibus account it holds. An exempt
authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted
from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
8. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy
must be specified in the instrument appointing the proxies.
9. A member who has appointed a proxy or attorney or authorised representative to participate at the AGM via RPV
must request his/her proxy or attorney or authorised representative to register himself/herself for RPV via TIIH
Online website at https://tiih.online. Procedures for RPV can be found in the Administrative Guide for the AGM.
10. The appointment of a proxy may be made in hard copy form or by electronic form in the following manner and must
be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or
adjourned general meeting at which the persons named in the appointment proposes to vote:
(i) In hard copy form
In the case of an appointment made in hard copy form, the proxy form must be deposited with the Company’s
Share Registrar at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively,
the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur.
(ii) By electronic means
The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://
tiih.online. Please refer to the Administrative Guide for the AGM on the procedures for electronic lodgement of
proxy form via TIIH Online.
11. Please ensure ALL the particulars as required in this proxy form are completed, signed and dated accordingly.
12. Last date and time for lodging this proxy form is Sunday, 21 June 2020 at 2.00 p.m.
13. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited at the Share
Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer
Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned
general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney
may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements
in the relevant jurisdiction in which it is executed.


TH
14. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate
of appointment of authorised representative with the Share Registrar of the Company at Tricor Investor & Issuing
House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor,
Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of
appointment of authorised representative should be executed in the following manner:
(i) If the corporate member has a common seal, the certificate of appointment of authorised representative should
be executed under seal in accordance with the constitution of the corporate member.
(ii) If the corporate member does not have a common seal, the certificate of appointment of authorised
representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:
(a) at least two (2) authorised officers, of whom one shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the
corporate member is incorporated.
Explanatory Notes on Ordinary Business
1. Agenda item no. 1 - Audited Financial Statements for the financial year ended 31 December 2019
Agenda item 1 is meant for discussion only as the provisions of Sections 248(2) and 340(1)(a) of the Companies Act 2016
do not required pa formal approval of shareholders for the Audited Financial Statements. Hence, this Agenda item is not put
forward for voting.
2. Resolutions 1 and 2 – Re-election of Directors

Mr Low Hin Choong and Dato’ Anwar bin Haji @ Aji are standing for re-election as Directors of the Company and being
eligible, have offered themselves for re-election at the 26th Annual General Meeting (“AGM”).
The Board had through the Nominating and Remuneration Committee (“NRC”), considered the assessment of the Directors
and agreed that they meet the criteria as prescribed by Paragraph 2.20A of the MMLR on character, experience, integrity,
competence and time to effectively discharge their role as the Directors.
The Board had also through the NRC carried out assessment on the independence of Dato’ Anwar bin Haji @ Aji, and is
satisfied that he met the criteria of independence as prescribed in the MMLR.
3. Resolution 3 – Declaration of a Single Tier Final Dividend

Pursuant to Paragraph 8.26(2) of the MMLR, the single tier final dividend, if approved, will be paid on 28 July 2020.
4. Resolution 5, 6 and 7 – Proposed Payment of Directors’ Fees and Benefits

Pursuant to Section 230(1) of the Companies Act, 2016, the fees of the directors and any benefits payable to the directors
shall be approved at a general meeting.
Resolution 5 is to seek shareholders’ approval to allow the Company to pay Directors’ fees for the period 1 January 2020
to 27th AGM. The Directors’ Fees are calculated based on current Board size and an appointment of additional Independent
Non-Executive Director. In the event the proposed amount is insufficient (e.g. due to enlarged Board size or increased
responsibility), approval will be sought at the next AGM for the shortfall.
Resolution 6 is benefits (e.g. excluded meeting attendance allowances) payable to the Directors for the period from 23 June
2020 to 27th AGM are calculated based on the current Board size. In the event the proposed amount is insufficient (e.g. due
to enlarged Board size or increased responsibility), approval will be sought at the next AGM for the shortfall.
Resolution 7 is to seek approval for the payment of meeting attendance allowance to Non-Executive Directors of the
Company. If Resolution 7 is passed, the meeting attendance allowance will be payable for the period from 23 June 2020 to
27th AGM at the quantum specified.

5. Resolution 8 – Re-appointment of Auditors

The Board had through the Audit and Risk Management Committee (“ARMC”), assessed the suitability and independence
of the External Auditors, Messrs Deloitte PLT and considered the re-appointment of Messrs Deloitte PLT as Auditors of
the Company. The Board and the ARMC collectively agreed and satisfied that Messrs Deloitte PLT has the relevant criteria
prescribed by Paragraph 15.21 of the MMLR.
Explanatory Notes on Special Business
(i) Resolution 9 – Proposed Renewal of Share Buy-Back
This resolution, if passed, will empower the Directors to purchase up to ten per centum (10%) of the total number of issued
shares of the Company through Bursa Malaysia Securities Berhad. Please refer to the Statement/Circular to Shareholder
dated 22 May 2020 for further information.
(ii) Resolution 10 – Proposed Renewal of RRPT Mandate
This resolution, if passed, will authorise the Company and each of its subsidiaries to enter into recurrent related party
transactions of a revenue or trading nature in the ordinary course of business. For further information on the recurrent related
party transactions, please refer to the Statement/Circular to Shareholders dated 22 May 2020.
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ADMINISTRATIVE GUIDE FOR THE 26TH ANNUAL GENERAL MEETING (“AGM”)
Date : Tuesday, 23 June 2020

Time : 2.00 p.m.
Broadcast Venue : 23-01, Level 23, Menara MBMR, 1 Jalan Syed Putra, 58000 Kuala Lumpur, Malaysia.
MODE OF MEETING
In view of the COVID-19 outbreak and as part of our safety measures, the 26th AGM will be conducted entirely through live
streaming from the Broadcast Venue. This is in line with the Guidance Note on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission Malaysia on 18 April 2020.
Shareholders will not be allowed to attend the 26th AGM in person at the Broadcast Venue on the day of the meeting.
REMOTE PARTICIPATION AND VOTING FACILITIES (“RPV”)
Shareholders are to attend, speak (including posing questions to the Board via real time submission of typed texts) and
vote (collectively, “participate”) remotely at the 26th AGM using RPV provided by Tricor Investor & Issuing House Services
Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online.
Shareholders who appoint proxies to participate via RPV in the 26th AGM must ensure that the duly executed proxy forms
are deposited in a hard copy form or by electronic means to Tricor no later than Sunday, 21 June 2020 at 2.00 p.m.
Authorised representatives of corporate members must deposit their original certificate of appointment of authorised
representative to Tricor not later than Sunday, 21 June 2020 at 2.00 p.m. to participate via RPV in the 26th AGM.
Attorneys appointed by power of attorney are to deposit their power of attorney with Tricor not later than Sunday, 21 June
2020 at 2.00 p.m. to participate via RPV in the 26th AGM.
A shareholder who has appointed a proxy or attorney or authorised representative to participate at this 26th AGM via RPV
must request his/her proxy to register himself/herself for RPV at TIIH Online website at https://tiih.online.
As the 26th AGM is a fully virtual AGM, members who are unable to participate in this AGM may appoint the Chairman
of the meeting as his/her proxy and indicate the voting instructions in the proxy form.

PROCEDURES FOR RPV
Shareholders/proxies/authorised representatives/attorneys who wish to participate the 26th AGM remotely using the RPV
are to follow the requirements and procedures as summarised below:
Procedure Action
BEFORE THE AGM DAY
(a) Register as a user with • Using your computer, access the website at https://tiih.online. Register as a user under
TIIH Online the “e-Services”. Refer to the tutorial guide posted on the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to register again.
You will receive an e-mail to notify you that the remote participation is available for
registration at TIIH Online.
(b) Submit your request • Registration is open from Friday, 22 May 2020 at 2.00 p.m. up to Sunday, 21 June
2020 at 2.00 p.m.
• Login with your user ID and password and select the corporate event: “(REGISTRATION)
MBMR 26TH AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• System will send an e-mail to notify that your registration for remote participation is
received and will be verified.
• After verification of your registration against the General Meeting Record of
Depositors as at 16 June 2020, the system will send you an e-mail to approve or reject
your registration for remote participation.
ON THE DAY OF THE AGM
(c) Login to TIIH Online • Login with your user ID and password for remote participation at the 26th AGM at any
time from 1.40 p.m., i.e. 20 minutes before the commencement of the 26th AGM on
Tuesday, 23 June 2020 at 2.00 p.m.
(d) Participate through Live • Select the corporate event: “(LIVE STREAMING MEETING) MBMR 26TH AGM” to
Streaming engage in the proceedings of the 26th AGM remotely.
• If you have any question for the Chairperson/ Board, you may use the query box to
transmit your question. The Chairperson/ Board will endeavor to respond to questions
submitted by remote participants during the 26th AGM. If there is time constraint, the
responses will be e-mailed to you at the earliest possible, after the meeting.
• Take note that the quality of the live streaming is dependent on the bandwidth and
stability of the internet connection at the location of the remote participants.
(e) Online Remote Voting • Select the corporate event: “(REMOTE VOTING) MBMR 26TH AGM”.
• Voting session commences from 2.00 p.m. on Tuesday, 23 June 2020 until a time
when the Chairperson announces the completion of the voting session of the 26th
AGM.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
(f) End of remote • Upon the announcement by the Chairperson on the closure of the 26th AGM, the live
participation streaming will end.

ADMINISTRATIVE GUIDE FOR THE 26 TH

ANNUAL GENERAL MEETING (“AGM”)
Note to users of the RPV:
1. Should your application to join the meeting be approved, we will make available to you the rights to join the live
streamed meeting and to vote remotely. Your login to TIIH Online on the day of meeting will indicate your presence at
the virtual meeting.
2. The quality of your connection to the live broadcast is dependent on the bandwidth and stability of the internet at your
location and the device you use.
3. In the event you encounter any issues with logging-in, connection to the live streamed meeting or online voting,
kindly call Tricor Help Line at 011-4080 5616/ 011-4080 3168/ 011-4080 3169/ 011-4080 3170 or e-mail to tiih.online@
my.tricorglobal.com for assistance.
ELECTRONIC LODGEMENT OF PROXY FORM
The procedures to lodge your proxy form electronically via Tricor’s TIIH Online website are summarised below:
Procedure Action
(a) Register as a User with • Using your computer, please access the website at https://tiih.online. Register as
TIIH Online a user under the “e-Services”. Please do refer to the tutorial guide posted on the
homepage for assistance.
• If you are already a user with TIIH Online, you are not required to register again.
(b) Proceed with • After the release of the Notice of Meeting by the Company, login with your user
submission of Proxy name (i.e. email address) and password.
Form • Select the corporate event: “SUBMISSION OF PROXY FORM”.
• Insert your CDS account number and indicate the number of shares for your
proxy(ies) to vote on your behalf.
• Appoint your proxy(ies) and insert the required details of your proxy(ies) or appoint
Chairman as your proxy.
• Indicate your voting instructions – FOR or AGAINST, otherwise your proxy will decide
your vote.
• Review and confirm your proxy(ies) appointment.
• Print proxy form for your record.
PRE-MEETING SUBMISSION OF QUESTION TO THE BOARD OF DIRECTORS
Shareholders may submit questions for the Board in advance of the 26th AGM via Tricor’s TIIH Online website at
https://tiih.online by selecting “e-Services” to login, pose questions and submit electronically no later than Sunday, 21 June
2020 at 2.00 p.m. The Board will endeavor to answer the questions received at the AGM.
NO DOOR GIFT/FOOD VOUCHER
There will be no distribution of door gifts or food vouchers for the 26th AGM.
MBM Resources Berhad would like to thank all its shareholders for their kind co-operation and understanding in these
challenging times.

ENQUIRY
If you have any enquiries on the above, please contact the following persons during office hours on Mondays to Fridays
from 9.00 a.m. to 5.30 p.m. (except on public holidays):
Tricor Investor & Issuing House Services Sdn Bhd
General Line : +603-2783 9299

Fax Number : +603-2783 9222
Email : [email protected]
Contact persons : Cik Ros Sakila
+603- 2783 9277 ([email protected])
Encik Mohammad Amirul Iskandar
+603-2783 9263 ([email protected])

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(199301029757) (284496-V)
Proxy Form
No of shares held CDS Account No.
I/We Tel:
[Full name in block and as per NRIC/Passport, NRIC/Passport/Company No.]
of
[Full address]
being a member(s) of MBM Resources Berhad, hereby appoint:-
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
and
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
or failing ^him/her, the Chairman of the Meeting as ^my/our proxy/proxies to vote for ^me/us and on ^my/our behalf at the 26th Annual
General Meeting (“AGM”) of the Company, which will be conducted entirely through live streaming from the broadcast venue at 23-01,
Level 23, Menara MBMR, 1 Jalan Syed Putra, 58000 Kuala Lumpur, Malaysia (“Broadcast Venue”) on Tuesday, 23 June 2020 at 2.00 p.m. or
any adjournment thereof, and to vote as indicated below:-
Resolution Description of Resolution For Against

1. Re-election of Mr Low Hin Choong as Director.
2. Re-election of Dato’ Anwar bin Haji @ Aji as Director.
3. Declaration of single tier final dividend of 9.0 sen per ordinary share for the financial year ended
31 December 2019.
4. Approval of Directors’ fees of RM551,000 for the financial year ended 31 December 2019.
5. Approval of Directors’ fees up to an amount of RM900,000 from 1 January 2020 until the next
Annual General Meeting of the Company.
6. Approval of Directors’ benefits up to an amount of RM500,000 for the period from this 26th
Annual General Meeting until the next Annual General Meeting of the Company.
7. Approval of meeting allowance of RM1,500 per meeting for each Non-Executive Director from this
26th Annual General Meeting until next Annual General Meeting of the Company.
8. Re-appointment of Messrs Deloitte PLT as Auditors and authorise the Directors to fix their remuneration.
9. Proposed Renewal of Share Buy-Back.
10. Proposed Renewal of RRPT Mandate.
Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. In the
absence of specific direction, your proxy will vote or abstain as he/she thinks fit.
Signed this ……………...... day of ……………………….. 2020

………………………………………………………………………………..
Signature*
^ Delete whichever is inapplicable Member
* Manner of execution:-
(a) If you are an individual member, please sign where indicated.
(b) If you are a corporate member which has a common seal, this proxy form should be executed under seal in accordance with the constitution of
your corporation.
(c) If you are a corporate member which does not have a common seal, this proxy form should be affixed with the rubber stamp of your company
(If any) and executed by:-
(i) at least two (2) authorised officers, of whom one shall be a director; or
(ii) any director and/or authorised officers in accordance with the laws of the country under which your corporation is incorporated.
Please read the accompanying Notes on page 183.

Fold this flap for sealing
AFFIX
STAMP

The Share Registrar
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Malaysia
1st fold line
2nd fold line

Notes:-
1. IMPORTANT NOTICE
Shareholders will not be allowed to attend this Annual General Meeting (“AGM”) in person at the Broadcast Venue
on the day of the meeting.
Shareholders are to attend, speak (including posing questions to the Board via real time submission of typed texts)
and vote (collectively, “participate”) remotely at this AGM via the Remote Participation and Voting facilities (“RPV”)
provided by Tricor Investor & Issuing House Services Sdn. Bhd. (“Tricor”) via its TIIH Online website at https://tiih.
online.
Please read these Notes carefully and follow the procedures in the Administrative Guide for the AGM in order to
participate remotely via RPV.
2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 16
June 2020. Only a member whose name appears on this Record of Depositors shall be entitled to participate in this
AGM via RPV.
3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case
of a corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need
not be a member of the Company.
4. A member of the Company who is entitled to attend and vote at a general meeting of the Company may appoint not
more than two (2) proxies to participate instead of the member at the AGM.
5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance
with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”).
6. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories)
Act 1991 (“Central Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities
account it holds in ordinary shares of the Company standing to the credit of the said securities account.
7. Where a member of the Company is an exempt authorised 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 authorised nominee may appoint in respect of each omnibus account it holds. An exempt
authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted
from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
8. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy
must be specified in the instrument appointing the proxies.
9. A member who has appointed a proxy or attorney or authorised representative to participate at the AGM via RPV
must request his/her proxy or attorney or authorised representative to register himself/herself for RPV via TIIH
Online website at https://tiih.online. Procedures for RPV can be found in the Administrative Guide for the AGM.

Proxy Form
10. The appointment of a proxy may be made in hard copy form or by electronic form in the following manner and must
be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or
adjourned general meeting at which the persons named in the appointment proposes to vote:
(i) In hard copy form
In the case of an appointment made in hard copy form, the proxy form must be deposited with the Company’s
Share Registrar at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively,
the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur.
(ii) By electronic means
The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://
tiih.online. Please refer to the Administrative Guide for the AGM on the procedures for electronic lodgement of
proxy form via TIIH Online.
11. Please ensure ALL the particulars as required in this proxy form are completed, signed and dated accordingly.
12. Last date and time for lodging this proxy form is Sunday, 21 June 2020 at 2.00 p.m.
13. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited at the Share
Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer
Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned
general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney
may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements
in the relevant jurisdiction in which it is executed.
14. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate
of appointment of authorised representative with the Share Registrar of the Company at Tricor Investor & Issuing
House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor,
Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of
appointment of authorised representative should be executed in the following manner:
(i) If the corporate member has a common seal, the certificate of appointment of authorised representative should
be executed under seal in accordance with the constitution of the corporate member.
(ii) If the corporate member does not have a common seal, the certificate of appointment of authorised
representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:
(a) at least two (2) authorised officers, of whom one shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the
corporate member is incorporated.

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MBMR AR2019 Part 4 Bursa

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REGISTRATION NO.

The Board of Directors of MBMR (“Board”) is committed to achieving high standards

i. Board leadership and effectiveness;

Compliance with MCCG

30 MBM RESOURCES BERHAD

BOARD LEADERSHIP AND EFFECTIVENESS

Annual Report 2019 31

Corporate Governance Overview Statement

Demarcation of Responsibilities of the Board, Board Committees and Management

32 MBM RESOURCES BERHAD

Criteria for Recruitment

Nomination and Election Process

• Evaluation of the current Board to identify current gaps;

Annual Report 2019 33

Corporate Governance Overview Statement

Assessment and Tenure of Independent Directors

34 MBM RESOURCES BERHAD

Remuneration of Directors and Key Senior Management

Annual Report 2019 35

Corporate Governance Overview Statement

Company Subsidiaries Group

Ng Seng Kong 70 63 - 52 185

Low Hin Choong 70 63 [2] 12 8 153

Dato’ Anwar bin Haji @ Aji 70 38 18 - 126

Muhammad Lukman bin Musa @ Hussain 64 24 8 - 96

Wong Fay Lee (Appointed on 29 May 41 30 4 16 91

Dato’ Abd Rahim bin Abd Halim 44 67 - 35 146

Mustapha bin Mohamed (Retired on 29 18 10 - 57

Shamshin @ Shamshir bin Ghazali 29 18 12 - 59

RM’000 301-350 351-400 401-450 451-550 551-600

Top 4 Senior Management Personnel 1 - 1 - 2

36 MBM RESOURCES BERHAD

• Reviewed the policy framework for Board remuneration and benefits.

EFFECTIVE AUDIT AND RISK MANAGEMENT

ARMC Roles and Responsibilities

Annual Report 2019 37

Corporate Governance Overview Statement

To be the point of reference in relation to the appointment of the external auditors.

To engage and monitor the performance of the internal audit function.

Risk Management and Internal Controls

38 MBM RESOURCES BERHAD

INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH

Annual General Meetings

Annual Report 2019 39

Corporate Governance Overview Statement

FUTURE PRIORITIES IN KEY AREAS OF CORPORATE GOVERNANCE PRACTICES

40 MBM RESOURCES BERHAD

ATTENDANCE AT BOARD OF DIRECTORS’ MEETINGS,

Independent Non-Executive Directors

Non-Independent Non-Executive Directors

Mr Ng Seng Kong 10/10 1/1 N/A

Ms Wong Fay Lee (appointed on 29.05.19) 7 5/5 4/4

Total number of meetings for 2019 10 5 8 1 N/A

Chairman BODM : Board of Directors’ Meeting

Annual Report 2019 41

SUMMARY OF DIRECTORS’ TRAININGS FOR 2019

MIA Conference 2019 Kuala Lumpur Malaysian Institute of 22 & 23 October

Bursa Malaysia Thought Nusantara Ballroom 2, Bursa Malaysia 26 June 2019

Malaysia Economic Outlook Gallery 1, Le Meridien Institute for 24 October 2019