Sunzen Biotech AR2014
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Sunzen Biotech Berhad (680889-W) | Annual Repor Sunzen Biotech Berhad (680889-W) t 2014 ANNUAL REPORT 2 0 1 4 Sunzen Biotech Berhad (680889-W) No 11, Jalan Anggerik Mokara 31/47 Kota Kemuning 40460 Shah Alam, Selangor Darul Ehsan MALAYSIA TEL: +6.03.5121.8998 FAX: +6.03.5121.9922 WEBSITE: www.sunzen.com.my EMAIL: [email protected] Contents Corporate Information 02 Corporate Structure 03 Directors’ Profile 04 5-Year Financial Highlights 07 Chairman’s Statement 08 Audit Committee Report 09 Statement on Corporate Governance 12 Directors Responsibility Statement 22 Additional Compliance Information 23 Statement On Risk Management 25 And Internal Control Financial Statements 26 Supplementary Information 79 List of Properties 80 Analysis of Shareholdings 81 Analysis of Warrant Holdings 83 Notice of Annual General Meeting 85 Statement Accompanying Notice of 88 Annual General Meeting Proxy Form 2014 SUNZEN BIOTECH ANNUAL REPORT 2 BERHAD (680889-W) CORPORATE INFORMATION BOARD OF DIRECTORS Tan Sri Haji Musa Bin Tan Sri Haji Hassan Senior Independent Non-Executive PRINCIPAL BANKER Chairman Malayan Banking Berhad Hong Choon Hau Executive Director Chief Executive Officer COMPANY SECRETARIES Lim Lee Kuan (MAICSA 7017753) Lim Eng Chai Teo Mee Hui (MAICSA 7050642) Executive Director Chief Operating Officer REGISTERED OFFICE Dr. Kok Poe Chu 10th Floor, Menara Hap Seng Executive Director No. 1 & 3, Jalan P. Ramlee Chief R&D Officer 50250 Kuala Lumpur Tel : 03-2382 4288 Dato’ Dr. Mhd Nordin Bin Mohd Nor Fax : 03-2382 4170 Independent Non-Executive Director Khoo Kien Hoe Independent Non-Executive Director SHARE REGISTRAR Symphony Share Registrars Sdn. Bhd. Level 6 Symphony House AUDIT COMMITTEE Block D13, Pusat Dagangan Dana 1 Jalan PJU 1A/46 Khoo Kien Hoe 47301 Petaling Jaya Chairman Selangor Darul Ehsan Tan Sri Haji Musa Bin Tan Sri Haji Hassan Tel : 03-7841 8000 Member Fax : 03-7841 8151/52 Dato’ Dr. Mhd Nordin Bin Mohd Nor Member AUDITORS Ecovis AHL PLT (AF 001825) NOMINATION COMMITTEE Chartered Accountants No. 9-3, Jalan 109F Tan Sri Haji Musa Bin Tan Sri Haji Hassan Plaza Danau 2 Chairman Taman Danau Desa 58100 Kuala Lumpur Dato’ Dr. Mhd Nordin Bin Mohd Nor Member Khoo Kien Hoe STOCK EXCHANGE LISTING Member ACE Market of Bursa Malaysia Securities Berhad Stock Name : SUNZEN REMUNERATION COMMITTEE Stock Code : 0148 (shares) 0148WA (warrants) Tan Sri Haji Musa Bin Tan Sri Haji Hassan Chairman Dr. Kok Poe Chu Member Khoo Kien Hoe Member SUNZEN BIOTECH 2014 BERHAD (680889-W) 3 ANNUAL REPORT CORPORATE STRUCTURE (as at 21 May 2015) Sunzen Biotech Berhad (680889-W) 100% Sunzen Corporation Sdn. Bhd. (470468-W) 100% 70% Sunzen LifeSciences Sdn. Bhd. (758075-D) PT Sunzen Indonesia 100% Sunzen Feedtech Sdn. Bhd. (782887-K) 30% 100% Sunzen Venture Sdn. Bhd. 100% Sunzen International (formerly known as Sunzen Investment Limited Eservices Sdn. Bhd.) (Hong Kong) (1111251-D) 2014 SUNZEN BIOTECH ANNUAL REPORT 4 BERHAD (680889-W) DIRECTORS’ PROFILE TAN SRI HAJI MUSA Tan Sri Haji Musa Bin Tan Sri Haji Hassan, a Malaysian, aged 63, was appointed to BIN TAN SRI HAJI HASSAN the Board as an Independent Non-Executive Chairman on 21 July 2014. He is also the Chairman of the Remuneration Committee and Nomination Committee, and a member of the Audit Committee. He was identified as the Senior Independent Non-Executive (Senior Independent Non-Executive Director on 25 November 2014. Chairman) Tan Sri Haji Musa served as an Inspector General of Police from 2006 to 2010, Deputy Inspector General of Police from 2005 to 2006, Director of Criminal Investigation Department since 2004, Chief Police Officer of Johore from 2003 to 2004, Deputy Director CID from 2001 to 2003, Deputy Director CID II from 2000 to 2001, Head of Legal Section CID from 1995 to 2000, Head of Police Law Examination Syndicate from 1991 to 1995, Law Lecturer and Head of Law School at Police College from 1986 to 1991, Intell and Ops Officer Drug Enforcement Branch Bkt Aman from 1975 to 1986, Investigation Officer & Area Inspector Alor Gajah Malacca from 1973 to 1975 and Investigation & Prosecution Officer in Malacca from 1970 to 1973. At present, he is being invited to lecture and give talks at various universities in Malaysia and also Government Departments pertaining to security development in Malaysia, leadership, management and integrity. He holds School Certificate and Malaysian Certificate of Education in 1968, Diploma in Law, University College of Wales Aberystwyth, United Kingdom in 1985, Ijazah Kehormat Doktor Falsafah (Pengurusan Teknologi) in 2010 and Advanced Management Program Templeton College University Oxford, United Kingdom in 2002. He does not have any family relationship with any Director and/ or major shareholder of the Company, nor does he have any conflict of interest with the Company. He has not been convicted of offences within the past ten (10) years other than traffic offences. He has attended one (1) Board of Directors’ Meeting of the Company held during the financial year ended 31 December 2014. He does not hold any directorship in other public companies. HONG CHOON HAU Mr Hong Choon Hau, a Malaysian, aged 38, was first appointed to the Board as an Independent Non-Executive Director on 1 July 2014, and was subsequently re-designated to Executive Director on 21 July 2014. He was appointed as the Chief Executive Officer on 21 July 2014. (Executive Director/ Chief Executive Officer) He holds a Diploma in Computer Science/ Information Technology. Mr Hong holds many positions with years of experience in corporate companies and has been practicing good reputation in corporate finance and ICT industry. He was an Executive Director of MBI Mobile Marketing from 2011 to 2012, and an Executive Director of Gameview Sdn. Bhd. from 2012 to 2013. Currently, he is a Director of Play4fun Sdn. Bhd. and a Group Executive Director and Financial Controller for Myworld Holdings Berhad. He does not have any family relationship with any Director and/ or major shareholder of the Company, nor does he have any conflict of interest with the Company. He has not been convicted of offences within the past ten (10) years other than traffic offences. He has attended two (2) Board of Directors’ Meetings of the Company held during the financial year ended 31 December 2014. SUNZEN BIOTECH 2014 BERHAD (680889-W) 5 ANNUAL REPORT DIRECTORS’ PROFILE (Cont’d) LIM ENG CHAI Mr Lim Eng Chai, a Malaysian, aged 44, was first appointed to the Board as an Independent Non-Executive Director on 1 July 2014, and was subsequently re-designated to Executive Director on 21 July 2014. He was appointed as the Chief Operating Officer on 21 July 2014. (Executive Director/ Chief Operating Officer) Mr Lim holds a Diploma in Art & Design. He has been a Director of Excelcity Hi-Tech Sdn. Bhd. since 2004 and a Director of Angsana Edar Sdn. Bhd. and Angsana Venture Sdn. Bhd. since 2012. He was also appointed as a Chief Operating Officer of Ninetology (Southern) Sdn. Bhd. in 2014. He does not have any family relationship with any Director and/ or major shareholder of the Company, nor does he have any conflict of interest with the Company. He has not been convicted of offences within the past ten (10) years other than traffic offences. He has attended two (2) Board of Directors’ Meetings of the Company held during the financial year ended 31 December 2014. He does not hold any directorship in other public companies. DR. KOK POE CHU Dr. Kok Poe Chu, a Malaysian, aged 54, is a co-founder of the Company. He was appointed to the Board as an Executive Director on 25 April 2008. He is also a member of the Remuneration Committee. He is responsible for Research and Development. (Executive Director/ He holds a Doctor of Veterinary Medicine degree from University Putra Malaysia in 1987. Chief R&D Officer) Dr. Kok has twenty seven (27) years of industry experience. He has worked for Gold Coin Feedmills (Singapore) Pte. Ltd. in Singapore and Ciba-Geigy Sdn. Bhd. dealing in livestock farming and animal nutrition. He was the Regional Product Manager for Pfizer Asean region from 1993 to 1997. In 1998, Dr. Kok together with other colleagues established Sunzen Corporation Sdn. Bhd. (“Sunzen Corporation”) to undertake a management buy out of Pfizer’s local distribution and marketing operations. Dr. Kok was then appointed as a Director of Sunzen Corporation since its inception. Dr. Kok was a member of the Malaysia Veterinary Council from 1997 to 2000. He held the post of Honorary Treasurer for the Veterinary Association of Malaysia in 1998 and was a volunteer veterinary officer of the National Nipah Virus Eradication Campaign for the DVS of the Ministry of Agriculture in 1999. Dr. Kok is currently an adviser to the Technical Advisory Committee of the Federal Livestock Farmers Association of Malaysia. Dr. Kok was awarded the Cochrane Scholarship by the United States government to study biotechnology developments in the field of food animal production in July 2005. In 2007, Dr. Kok was awarded the “Excellence Veterinarian Award 2007” by Veterinary Association of Malaysia for his outstanding contribution to the veterinary profession. In 2011, Dr. Kok was invited as an expert panel by Agensi Inovasi Malaysia. He does not have any family relationship with any Director and/ or major shareholder of the Company, nor does he have any conflict of interest with the Company. He has not been convicted of offences within the past ten (10) years other than traffic offences. He has attended six (6) Board of Directors’ Meetings of the Company held during the financial year ended 31 December 2014. He does not hold any directorship in other public companies. 2014 SUNZEN BIOTECH ANNUAL REPORT 6 BERHAD (680889-W) DIRECTORS’ PROFILE (Cont’d) DATO’ DR.