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New Capacity with Higher Standards

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New Capacity with Higher Standards Continuous Innovation & Quality HOVID BERHAD (58476-A) New Capacity with Higher Standards Annual Report 2016 Annual Report 2016 CONTENTS 2 NOTICE OF ANNUAL GENERAL MEETING 12 CORPORATE INFORMATION 13 CORPORATE STRUCTURE 14 DIRECTORS’ PROFILE 16 KEY MANAGEMENT PROFILE 18 CHAIRMAN’S STATEMENT 22 FINANCIAL HIGHLIGHTS 23 STATEMENT ON CORPORATE GOVERNANCE 33 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 35 AUDIT COMMITTEE REPORT 37 FINANCIAL STATEMENTS 112 LIST OF PROPERTIES 116 ANALYSIS OF SHAREHOLDINGS 118 ANALYSIS OF WARRANT HOLDINGS 120 SHARE BUY-BACK STATEMENT ENCLOSED PROXY FORM 2 HOVID BERHAD (58476-A) ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Thirty-sixth (36th) Annual General Meeting (“AGM”) of Hovid Berhad (“Hovid” or “the Company”) will be held at Conference 1, Level 2, Weil Hotel, 292, Jalan Sultan Idris Shah, 30000 Ipoh, Perak Darul Ridzuan on Tuesday, 22 November 2016 at 10.30 a.m. for the following purposes:- AGENDA As Ordinary Business:- 1. To receive the Audited Financial Statements for the financial year ended 30 June 2016 Please refer to together with the Reports of the Directors and Independent Auditors thereon. Explanatory Note 1 2. To approve the payment of Directors’ fees of RM402,000 for the financial year ended 30 June Ordinary Resolution 1 2016. 3. To re-elect the following Directors who retire pursuant to Article 83 of the Company’s Articles of Association:- (a) Mr Chiam Tau Meng Ordinary Resolution 2 (b) Mr Goh Tian Hock Ordinary Resolution 3 4. To re-appoint Messrs SJ Grant Thornton as Auditors of the Company for the ensuing year Ordinary Resolution 4 and to authorise the Directors to fix their remuneration. As Special Business:- To consider and if thought fit, to pass the following resolutions:- 5. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS (a) “THAT approval be and is hereby given for Dr Chuah Chaw Teo who has served as an Ordinary Resolution 5 Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code of Corporate Governance 2012.” (b) “THAT approval be and is hereby given for YM Raja Shamsul Kamal Bin Raja Ordinary Resolution 6 Shahruzzaman who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code of Corporate Governance 2012.” 6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 “THAT pursuant to Section 132D of the Companies Act, 1965 (“Act”), the Directors be and Ordinary Resolution 7 are hereby empowered to allot and issue shares in the capital of the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person or persons whomsoever as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed ten per cent (10%) of the total issued share capital of the Company for the time being, AND THAT subject to the Act and the Articles of Association of the Company, the Directors be and are hereby also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad (“Bursa Securities”) and other relevant authorities where such approval is necessary AND THAT such authority shall continue in force until the conclusion of the next AGM of the Company.” HOVID BERHAD (58476-A) 3 ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING (CONTINUED) 7. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WITH AGLO1 SDN. BHD. (“AGLO1”) (“PROPOSED RENEWAL OF RRPT MANDATE WITH AGLO1”) “THAT subject to Paragraph 10.09 Part E of the Main Market Listing Requirements of Bursa Ordinary Resolution 8 Securities, approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions (“RRPT”) of a revenue or trading nature with Aglo1 as set out in Section 2.1 of the Circular to Shareholders dated 31 October 2016, subject to the following:- (i) the RRPT are:- (a) necessary for the day-to-day operations; (b) undertaken in the ordinary course of business and at arm’s length basis and are on terms not more favourable to the related parties than those generally available to the public; and (c) are not detrimental to the shareholders of the Company; and (ii) the disclosure is made in the Annual Report of the Company of the aggregate value of the RRPT based on the type of transactions, the names of the Related Parties and their relationships with the Company pursuant to the Proposed Renewal of RRPT Mandate with Aglo1 during the financial year and in the Annual Report of the Company in the subsequent years during which the Proposed Renewal of RRPT Mandate with Aglo1 is in force; and (iii) the Proposed Renewal of RRPT Mandate with Aglo1 is subject to annual renewal and will continue to be in full force until:- (a) the conclusion of the next AGM of the Company following this AGM, at which such Proposed Renewal of RRPT Mandate with Aglo1 was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give effect to the RRPT contemplated and/or authorised by this Resolution.” 8. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WITH EXCELVITE SDN. BHD. (“EXCELVITE”) (“PROPOSED RENEWAL OF RRPT MANDATE WITH EXCELVITE”) “THAT subject to Paragraph 10.09 Part E of the Main Market Listing Requirements of Bursa Ordinary Resolution 9 Securities, approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions (“RRPT”) of a revenue or trading nature with Excelvite as set out in Section 2.1 of the Circular to Shareholders dated 31 October 2016, subject to the following:- 4 HOVID BERHAD (58476-A) ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING (CONTINUED) (i) the RRPT are:- (a) necessary for the day-to-day operations; (b) undertaken in the ordinary course of business and at arm’s length basis and are on terms not more favourable to the related parties than those generally available to the public; and (c) are not detrimental to the shareholders of the Company; and (ii) the disclosure is made in the Annual Report of the Company of the aggregate value of the RRPT based on the type of transactions, the names of the Related Parties and their relationships with the Company pursuant to the Proposed Renewal of RRPT Mandate with Excelvite during the financial year and in the Annual Report of the Company in the subsequent years during which the Proposed Renewal of RRPT Mandate with Excelvite is in force; and (iii) the Proposed Renewal of RRPT Mandate with Excelvite is subject to annual renewal and will continue to be in full force until:- (a) the conclusion of the next AGM of the Company following this AGM, at which such Proposed Renewal of RRPT Mandate with Excelvite was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give effect to the RRPT contemplated and/or authorised by this Resolution.” 9. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES OF UP TO TEN PER CENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL (“PROPOSED RENEWAL OF SBB MANDATE”) “THAT subject to the Act, the Articles of Association of the Company, the Main Market Listing Ordinary Resolution 10 Requirements of Bursa Securities and all other applicable laws, regulations and guidelines, the Company be and is hereby authorised to purchase such number of ordinary shares of RM0.10 each in Hovid (“Hovid Shares”) 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 ordinary shares purchased and/or held by the Company as treasury shares shall not exceed ten per cent (10%) of the issued and paid-up ordinary share capital of the Company at any point in time; (ii) the funds allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained profits and share premium account of the Company; HOVID BERHAD (58476-A) 5 ANNUAL REPORT 2016 NOTICE OF ANNUAL GENERAL MEETING (CONTINUED) THAT upon completion of the purchase by the Company of its own shares, the Directors of the Company be authorised to deal with the shares purchased in their absolute discretion in the following manner:- (i) cancel all the shares so purchased; and/or (ii) retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Securities; and/or (iii) retain part thereof as treasury shares and cancel the remainder.
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