Suiwah Ann Rep 17.Indd

ONTENTS 2-11 Notice of Annual General Meeting 11 Statement accompanying the Notice of Annual General Meeting 12 Corporate Information 13 Financial Highlights 14-17 Directors’ Profi le 18-20 Management Discussion and Analysis by Group Managing Director 21 Statement on Corporate Social Responsibility 22-38 Statement on Corporate Governance 39-40 Statement on Risk Management and Internal Control 41-43 Audit Committee Report 44 Statement of Directors’ Responsibility in relation to the Financial Statements 1 45-47 Other Information required by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad 48-52 Directors’ Report 53 Statement by Directors 53 Statutory Declaration 54-57 Independent Auditors’ Report 58-59 Statements of Comprehensive Income 60-61 Statements of Financial Position 62-63 Statements of Changes in Equity 64-66 Statements of Cash Flows 67-142 Notes to the Financial Statements 143 Supplementary Information 144 Top 10 Properties of the Group 145-146 Analysis of Shareholdings Enclosed Proxy Form Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Twenty-fourth (24th) Annual General Meeting of Suiwah Corporation Bhd. (“SCB” or “the Company”) will be held at Sunshine Banquet Hall, Level 4, Sunshine Square Complex, 1, Jalan Mayang Pasir, 11950 Bayan Baru, Penang on Wednesday, 15 November 2017 at 11.00 a.m. for the following purposes: AGENDA AS ORDINARY BUSINESS: 1. To receive the Audited Financial Statements of the Group and the Company for the (Please refer fi nancial year ended 31 May 2017 together with the Reports of the Directors and Auditors to Note B) thereon. 2. To approve the declaration of a fi rst and fi nal single tier dividend of 1 sen per ordinary Resolution 1 share in respect of the fi nancial year ended 31 May 2017. 3. To re-elect the following Directors who retire by rotation in accordance with Article 87 of the Company’s Constitution, and being eligible, offered themselves for re-election: (i) YBhg. Dato’ Haji Mohd Suhaimi bin Abdullah Resolution 2 (ii) YBhg. Datin Cheah Gaik Huang Resolution 3 (iii) Ms. Hwang Siew Peng Resolution 4 4. To re-appoint YBhg. Dato’ Ahmad Hassan bin Osman as Director of the Company. Resolution 5 5. To approve the payment of Directors’ fees of Ringgit Malaysia Two Hundred Eighty Two Resolution 6 Thousand (RM282,000.00) only in respect of the fi nancial year ended 31 May 2017. 6. To approve the payment of Directors’ remuneration (excluding Directors’ fees) up to an Resolution 7 2 amount of Ringgit Malaysia Two Hundred Thousand (RM200,000.00) for the period from 31 January 2017 until the next Annual General Meeting (“AGM”) of the Company. 7. To re-appoint Messrs. Ernst & Young as Auditors of the Company for the ensuing year and Resolution 8 to authorise the Directors to fi x their remuneration. AS SPECIAL BUSINESS: 8. To consider and, if thought fi t, to pass the following resolutions with or without modifi cation: 8.1 ORDINARY RESOLUTION: AUTHORITY TO ISSUE AND ALLOT SHARES “THAT subject always to the Companies Act, 2016 (“Act”), the Constitution of the Resolution 9 Company and approvals of the relevant governmental/regulatory authorities, if applicable, the Directors be and are hereby empowered to issue and allot shares in the Company, pursuant to the Act, at any time to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fi t, provided that the aggregate number of shares issued pursuant to this Resolution does not exceed ten per centum (10%) of the total number of issued share (excluding treasury shares) of the Company for the time being and the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad; AND THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company, or the expiration of the period within which the next AGM is required to be held, whichever is earlier, unless such authority is revoked or varied by resolution passed by the shareholders in general meeting.” Annual Report 2017 Notice of Annual General Meeting (cont’d) 8.2 ORDINARY RESOLUTION: PROPOSED RENEWAL AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING DATO’ HWANG THEAN LONG, DATIN CHEAH GAIK HUANG, HWANG POH CHOO, HWANG SIEW PENG, HWANG SHIN HUNG, HWANG YEN MING, SUIWAH HOLDINGS SDN BHD AND SUIWAH SUPERMARKET SENDIRIAN BERHAD “THAT approval be and is hereby given to the Company’s subsidiaries to enter into and Resolution 10 give effect to the recurrent related party transactions of a revenue or trading nature involving Dato’ Hwang Thean Long, Datin Cheah Gaik Huang, Hwang Poh Choo, Hwang Siew Peng, Hwang Shin Hung, Hwang Yen Ming, Suiwah Holdings Sdn Bhd and Suiwah Supermarket Sendirian Berhad (hereinafter referred to as “Related Parties”) as specifi ed in Section 1.3 under Part A of the Document to Shareholders dated 29 September 2017, and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which are necessary for the day-to-day operations and undertaken in the ordinary course of business of the Company, on terms not more favourable to Related Parties than those generally available to the public and not detrimental to minority shareholders of the Company; THAT such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which this mandate was passed, at which time it will lapse, unless by a resolution passed at the general meeting whereby the authority is renewed; or (ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Companies 3 Act, 2016 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier; THAT the above mandate is subject to annual renewal and disclosure will be made in the annual report of the aggregate value of transactions conducted by the Group. AND THAT the Directors of the Company be 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 above mandate.” 8.3 ORDINARY RESOLUTION: PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE INVOLVING DATUK HAJI RADZALI BIN HASSAN AND HOZONE SDN BHD “THAT approval be and is hereby given to the Company’s subsidiaries to enter into Resolution 11 and give effect to the recurrent related party transaction of a revenue or trading nature involving Datuk Haji Radzali bin Hassan and person connected to him, namely Hozone Sdn Bhd (hereinafter referred to as “Interested Persons”) as specifi ed in Section 1.3 under Part A of the Document to Shareholders dated 29 September 2017, and falling within the ambit of Part E, Paragraph 10.09 of Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad which are necessary for the day-to- day operations and undertaken in the ordinary course of business of the Company, on terms not more favourable to Interested Persons than those generally available to the public and not detrimental to minority shareholders of the Company; Notice of Annual General Meeting (cont’d) THAT such approval unless revoked or varied by the Company in general meeting shall continue to be in full force and effect until: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which this mandate was passed, at which time it will lapse, unless by a resolution passed at the general meeting whereby the authority is renewed; or (ii) the expiration of the period within which the next AGM of the Company after the date it 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 (iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier; THAT the above mandate is subject to annual renewal and disclosure will be made in the annual report of the aggregate value of transactions conducted by the Group. AND THAT the Directors of the Company be 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 above mandate.” 8.4 ORDINARY RESOLUTION: PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING A DIRECTOR OF THE COMPANY’S SUBSIDIARY, NAMELY LEONG 4 KONG MENG “THAT approval be and is hereby given to the Company’s subsidiaries to enter into and Resolution 12 give effect to the recurrent related party transactions of a revenue or trading nature involving a Director of the Company’s subsidiary, namely Leong Kong Meng (hereinafter referred to as “Interested Director”) as specifi ed in Section 1.3

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