2 Annual Report 2 Board of Directors & Group Senior Management
3 Corporate Information
4 Chairman's Statement
6 Message from Managing Director & Chief Executive Officer
9 Financial Statements
73 Statistics on Shareholdings
76 List of Properties
86 Terms of Reference of Audit Committee
88 Notice of Annual General Meeting
90 Annexure l
99 Proxy Form TUNKU DATO SERI ISKANDAR BIN TUNKU ABDULLAH S.P.T.J., D.N.S. Chairman
DATO' LOY TEIK NGAN D.I.M.P. Managing Director & Chief Executive Officer
AZIZAN BIN ABDUL RAHMAN Executive Director Member of Audit Committee
KALIMULLAH BIN MASHEERUL HASSAN Executive Director
HAJI OTHMAN BIN HITAM Independent non-executive director Chairman of Audit Committee
DATO' GHAZI BIN ISHAK Independent non-executive director Member of Audit Committee
TAN SRI CHONG CHIN SHOONG P.S.M., D.P.M.P., JP. Director
CORPORATE DATO' LOY TEIK NGAN D.I.M.P Managing Director & Chief Executive Officer
YAP BOON TECK President-Corporate
DING LIEN BING Senior Vice-President Group Financial Controller
DIVISIONS CARD AND PAYMENT SERVICES DONALD LEE President
MANUFACTURING CHIN CHUA ENG President
PROPERTY YAW KEM KEONG General Manager
TRADING & CONSUMER SERVICES-International MBf CARPENTERS LTD. KENNETH JOHN CLEMENS Managing Director
MOTOR VEHICLES & EQUIPMENT YEOW EWE HOR President 3
REGISTERED OFFICE
Block B1, Level 9 Pusat Dagang Setia Jaya (Leisure Commerce Square) No. 9, Jalan PJS 8/9 46150 Petaling Jaya Selangor Darul Ehsan Tel: 7861 2100 Fax: 7861 2200
REGISTRAR
Insurban Corporate Services Sdn Bhd 149, Jalan Aminuddin Baki Taman Tun Dr Ismail 60000 Kuala Lumpur Tel: 7729 5529 / 7727 3873 Fax: 7728 5948
MAIN BANKERS
Arab-Malaysian Finance Berhad Arab-Malaysian Bank Berhad Malayan Banking Berhad
STOCK EXCHANGE LISTING
The Kuala Lumpur Stock Exchange (Main Board)
AUDITORS
Arthur Andersen & Co.
SECRETARIES
Yap Boon Teck Ding Lien Bing On behalf of the Board of Directors, I hereby present the Annual Report and Financial Statements of MBf Holdings Berhad Group for the financial year ended 31 December 2000.
FINANCIAL & OPERATIONAL HIGHLIGHTS
During the year, the Group posted a pre-tax loss before and after exceptional items of RM142 million and RM157 million representing an improvement of 68% and 66% as compared to the previous year of RM448 million and RM460 million respectively. However, operating revenue of the Group declined by 16% from RM956 million to RM804 million.
MBf Holdings Berhad through its subsidiary namely MBf Asia Capital Corporation Limited has divested 17.38% stake in MBF Cards (M'sia) Sdn Bhd ("MBF Cards") for RM29.2 million to Advent International Corporation, which is one of the largest international private equity capital organisations based in Boston, USA. As part of the proposed offshore scheme, the proceeds were used to repay lenders. The divestment has also brought in a strategic investor to further strengthen MBF Cards in this competitive environment.
MBF Cards continue to be profitable, contributing RM27.4 million in profit whilst the business sectors in property, automobile, heavy machinery and printing have yet to recover from the economic crisis that hit the entire region in 1997. MBf Carpenters Limited ("MBf Carpenters"), which was profitable for the past years, reported losses for this year as a result of low world commodity prices, high interest rates in Papua New Guinea ("PNG") and unstable political climate in Fiji. Nevertheless, MBf Carpenters is expected to perform better with the improving trend of commodity prices and interest rates in PNG and proactive steps taken by the Fijian Government.
As part of the ongoing rationalisation and consolidation exercise, the Group has disposed the credit card companies in Hong Kong and Philippines as well as the discount card company in Hong Kong. There will be continuous divestment of non-core and under performing businesses in order to enhance profitability of the Group.
PROSPECTS
The Group has obtained approvals for its proposed offshore scheme from its foreign lenders on 11 September 2000 and the sanction from the High Court of Hong Kong S.A.R. was received on 26 September 2000.
4 5
MBf Holdings Berhad has also obtained approvals from its shareholders on the proposed debt restructuring exercise at the Extraordinary General Meeting held on 10 January 2001. The sanction from the High Court of Malaya at Kuala Lumpur was granted on 17 April 2001.
The Group is now proceeding to obtain approvals from the relevant regulatory authorities. Barring any unforeseen circumstances, the proposed debt restructuring exercise should be completed no later than end 2001.
The Group's performance will depend mainly on the successful implementation of the proposed debt restructuring exercise. Upon completion of the said exercise coupled with the improved economy, the Group is expected to recover and become profitable.
ACKNOWLEDGEMENT AND APPRECIATION
On behalf of the Board, I wish to express our sincere thanks and appreciation to our former Chairman, Tunku Tan Sri Abdullah Ibni Almarhum Tuanku Abdul Rahman for his immeasurable contributions towards the Group for the past 20 years. His advice and invaluable guidance to the Board will be valued by all of us.
I also wish to take this opportunity to thank Mr Lim Hean Beng for his past services to the Group during his tenure as a director and at the same time, welcome Encik Azizan bin Abdul Rahman, En Kalimullah bin Masheerul Hassan and Tan Sri Chong Chin Shoong to the Board.
The Board is pleased to join me in extending our appreciation to the management and staff for their continued support, dedication and commitment to the Group. Our gratitude is also extended to all our business associates, bankers, consultants and advisers, all regulatory authorities and our valued shareholders for their unwavering and continued support to the Group.
Thank you.
Tunku Dato Seri Iskandar bin Tunku Abdullah S.P.T.J., D.N.S. Chairman 26 April 2001 THE YEAR IN REVIEW
As reported in the previous financial year, the Group continued to incur losses for the year as a result of its high borrowings.
The Group registered a drop of 16% in operating revenue to RM804 million as against RM956 million in 1999. Notwithstanding the reduction in the operating revenue, there was a reduction in the pre-tax loss of RM157 million as compared to previous year loss of RM460 million. This represents an improvement of 66%. The Group's loss per share reduced from 41 cents in 1999 to 15 cents in 2000.
During the year, various lenders further liquidated their shares in MBf Capital Berhad, which were held as collateral to reduce the outstanding loan obligations of the Group. As a result, the Group's investment in MBf Capital Berhad has been reduced from 8.03% to 2.73% as at 31 December 2000.
With the divestment of 17.38% stake in MBF Cards (M'sia) Sdn Bhd ("MBF Cards") during the year, MBF Cards which is now a 51% subsidiary, posted a pre-tax profit of RM27.4 million as compared with the pre-tax profit of RM1.1 million for 1999.
The year under review also saw the launch of an exciting, invigorating and innovative new logo that reflects the dynamism of our credit card company in the industry. MBF Cards has launched a number of innovative and practical e-products and services that will cater to the concept of convenience for its card members. The MBf MasterCard's Click 'n Pay, Click 'n Shop were some of the new services launched. The recent launch of the MBF _e.power MasterCard to cater for the younger generation will further strengthen the leadership position of MBF Cards in the credit card market.
MBF Cards has also successfully re-negotiated the Affiliation Agreement with MBf Finance Berhad and this is expected to increase significantly the share of interest revenue on the Line of Credit given to the card members. Negotiations on the commencement of VISA business are ongoing and it is hope that this would materialise in year 2001. The expected contribution from our fellow shareholders in MBF Cards namely Advent International Corporation, GE Equity and Arab Malaysian Capital Markets Group Sdn Bhd will help MBF Cards to realise its goals at a quicker pace.
6 7
MBf Carpenters Limited ("MBf Carpenters"), which is an investment holding company listed on the Australian Stock Exchange incurred a pre-tax loss of RM7.3 million (A$3.3 million) as against the pre-tax profit of RM17.5 million (A$7.2 million) in 1999. The adverse variance was basically due to low world commodity prices, high interest rates and high inflation arising from the weak Papua New Guinea ("PNG") currency. Operations of the Fiji Group were profitable but were impacted by the aftermath of the attempted civilian coup in May 2000. However, MBf Carpenters is anticipated to perform better with some positive signs on the improving trend of commodity prices and interest rates in PNG and proactive steps taken by the Fijian Government.
The performance of the Motor division for year 2000 continues to incur losses. The division reported a pre-tax loss of RM25 million as compared with the pre-tax loss of RM35.6 million in 1999. MBf Commercial Vehicles Sdn Bhd was placed under creditor's winding up on 29 March 2001. In moving forward, MBf Holdings Berhad entered into a Joint Venture Agreement with MAN Nutzfahrzeuge Aktiengesellschaft ("MAN") to set up a joint venture company to operate MAN bus and truck business based on shareholding of 30:70 respectively. MBf-Peugeot Sdn Bhd has repositioned itself with the successful launch of the Peugeot 206 in March 2000. In addition to the distribution of Peugeot cars, the Group has plans to obtain new agencies and dealerships for distribution of other cars.
In the Property, Hotels and Clubs division, Alamanda Development Sdn Bhd (formerly known as MBf Country Homes & Resorts Sdn Bhd) ("Alamanda"), the single most important entity to the division, owns an approximately 3,500 acre land bank in Padang Meha, in the district of Kulim, Kedah. It has commercial development on 562 acres out of the total development land. The Orchard Farm, which comprises 204 bungalow lots occupying 287 acres, is scheduled for completion by mid 2001. Alamanda will continue to dispose various parcels of the aforesaid land to reduce its gearing. MBf Hotels (M) Sdn Bhd suffered losses as a result of the guaranteed returns to unit owners of the resort and hotel in Melaka and Penang respectively. Refurbishment of Kelab Century Paradise has completed and will be launching another membership drive soon. The division registered a pre-tax loss of RM112.1 million as opposed to RM151.3 million in the previous year.
As at 31 December 2000, MBf Holdings Berhad and the Group reported a Shareholders' Deficit of RM801.37 million and RM1.03 billion respectively. The ability of MBf Holdings Berhad and its affected subsidiaries to continue as a going concern is dependent on the successful implementation of its proposed debt restructuring exercise, which barring any unforeseen circumstances is expected to complete no later by the end of this year. The proposed debt restructuring exercise is to address the over-geared position of the Group. The Group will continue to take appropriate measures to rationalise and consolidate its operations to ensure viability in the years ahead.
The Malaysian Government has recently announced a RM3 billion plan to cushion the Malaysian economy against the possibility of adverse effects as a result of any slowdown in the economy of the United States. The plan includes encouraging domestic spending and liberalising regulations on equity, property and asset investment by foreigners. This augurs well for the various businesses of the Group.
DATO' LOY TEIK NGAN D.I.M.P. Managing Director & Chief Executive Officer 26 April 2001
8 10 Directors’ Report
13 Balance Sheets
14 Income Statements
15 Consolidated Statements Of Changes In Equity
16 Statement Of Changes In Equity
17 Consolidated Cash Flow Statement
20 Cash Flow Statement
22 Notes To The Financial Statements
69 Statement By Directors
70 Statutory Declaration
71 Auditors’ Report The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December, 2000.
PRINCIPALACTIVITIES The Company is an investment holding company.
The principal activities of the Company’s subsidiaries and associated companies are described in Notes 44 and 45 to the financial statements.
There have been no significant changes in these activities during the financial year other than those activities that ceased consequent to the disposal of subsidiaries as disclosed in Note 44 to the financial statements.
RESULTS
Group Company RM’000 RM’000
Loss before taxation 157,274 683,454 Taxation 5,941 (1,543)
Net loss before minority interests 163,215 681,911 Minority interests 4,628 -
Net loss for the year 167,843 681,911
DIVIDENDS No dividend has been paid or declared by the Company since the end of the previous financial year.
RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statements of changes in equity and Notes 33 and 36 to the financial statements.
BAD AND DOUBTFUL DEBTS Before the income statements and balance sheets were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render the amounts written off for bad debts or the amount of provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent.
CURRENT ASSETS Before the income statements and balance sheets were made out, the directors took reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary course of business their values as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
10 11
VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist:
(a) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or
(b) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
Subject to the successful completion of the restructuring exercise disclosed in Note 49 to the financial statements, no contingent or other liabilities of the Group or of the Company have become enforceable or are 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 or of the Company to meet their obligations when they fall due.
CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group or of the Company which would render any amount stated in the financial statements misleading.
ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature, except for the exceptional items disclosed in Note 36 to the financial statements.
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS The significant events during the year are disclosed in Note 47 to the financial statements.
SUBSEQUENT EVENTS The subsequent events are disclosed in Note 48 to the financial statements.
RESTRUCTURING EXERCISE The progress of the corporate restructuring exercise of the Company and its affected subsidiaries is disclosed in Note 49 to the financial statements.
DIRECTORS The directors who served since the date of the last report are:
Tunku Dato Seri Iskandar bin Tunku Abdullah Dato’Loy Teik Ngan Dato’Ghazi bin Ishak Haji Othman bin Hitam Azizan bin Abdul Rahman (appointed on 18 July, 2000) Kalimullah bin Masheerul Hassan (appointed on 18 July, 2000) Tan Sri Chong Chin Shoong (appointed on 1 August, 2000) Lim Hean Beng (resigned on 18 July, 2000) Tunku Tan Sri Abdullah Ibni Almarhum Tuanku Abdul Rahman (resigned on 1 December, 2000)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) In accordance with the Company’s Articles of Association, Dato’ Loy Teik Ngan, Azizan bin Abdul Rahman, Kalimullah bin Masheerul Hassan and Tan Sri Chong Chin Shoong retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
DIRECTORS’BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company or its subsidiaries is a party with the object of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments, or fees received or due and receivable by the directors or firms/companies in which directors have an interest as shown in Note 43 to the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except for those benefits which may be deemed to have arisen by virtue of those contracts, agreements and transactions entered into in the ordinary course of business between the Company’s subsidiaries and companies in which the directors are deemed to have a substantial financial interest and as disclosed in Note 43 to the financial statements.
DIRECTORS’INTERESTS According to the register of directors’ shareholdings, the interests of the directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows:
Number of Ordinary Shares of RM0.50 Each 1 January, 31 December, 2000 Bought Sold 2000 MBf Holdings Berhad
Dato’Loy Teik Ngan - direct 11,418,000 - - 11,418,000 - indirect 42,884,445 - - 42,884,445
Other than the above, none of the directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.
NUMBER OF EMPLOYEES AND PRINCIPAL PLACE OF BUSINESS The number of employees in the Group and the Company at the end of the year were 7,908 (1999 : 8,623) and 3 (1999 : 1) respectively. The principal place of business of the Company is located at Block B1, Level 9, Pusat Dagang Setia Jaya (Leisure Commerce Square), No 9, Jalan PJS 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan.
AUDITORS Arthur Andersen & Co. retire and have indicated their willingness to accept re-appointment.
Signed on behalf of the Board in accordance with a resolution of the directors
TUNKU DATO SERI ISKANDAR BIN TUNKU ABDULLAH, S.P.T.J., D.S.N.
DATO’LOY TEIK NGAN, D.I.M.P.
Petaling Jaya Dated: 26 April, 2001
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
12 13
Group Company Note 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
CURRENTASSETS 3 950,775 1,035,987 155,674 161,399 CURRENT LIABILITIES 14 (2,091,271) (2,072,069) (970,848) (345,960)
NET CURRENT LIABILITIES (1,140,496) (1,036,082) (815,174) (184,561) LAND AND DEVELOPMENT EXPENDITURE 21 105,254 114,835 - - LONG TERM RECEIVABLES 6 16,229 18,375 - - FIXED ASSETS 22 247,065 266,067 95 141 OTHER INVESTMENTS 23 6,101 72,723 4,907 56,185 INVESTMENTS IN ASSOCIATED COMPANIES 24 14,494 26,377 136 136 INVESTMENTS IN SUBSIDIARIES 25 - - 8,700 8,700 DEFERRED LIABILITIES 26 (94,366) (93,761) (30) (56) LONG TERM LOANS 27 (116,245) (183,149) - - DEFERRED TAXATION 28 (622) (1,812) - - MINORITY INTERESTS (75,510) (43,927) - -
(1,038,096) (860,354) (801,366) (119,455) INTANGIBLE ASSETS 29 5,086 10,286 - -
(1,033,010) (850,068) (801,366) (119,455)
Represented by:
SHARE CAPITAL 30 575,455 575,455 575,455 575,455 RESERVES 31 (1,608,465) (1,425,523) (1,376,821) (694,910)
SHAREHOLDERS’ DEFICIT (1,033,010) (850,068) (801,366) (119,455)
The accompanying notes are an integral part of these balance sheets.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Group Company Note 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Revenue 32 804,336 956,099 267 205 Other operating income 33 31,625 37,615 9,182 19 Raw materials and consumables used (107,304) (156,883) - - Changes in stocks of finished goods and work in progress (41,081) (14,338) - - Contract costs (21,676) (16,879) - - Finished goods purchased (400,549) (474,440) - - Staff costs 34 (114,388) (134,312) (728) (851) Depreciation (27,724) (30,067) (46) (47) Other operating expenses 35 (92,212) (436,705) (2,429) (99,303) Exceptional items 36 (15,617) (11,724) (674,792) (81,868)
Profit/(loss) from operations 15,410 (281,634) (668,546) (181,845) Finance costs, net 37 (171,963) (179,767) (14,908) (27,774) Share of (losses)/profits of associated companies (721) 1,739 - -
Loss before taxation (157,274) (459,662) (683,454) (209,619) Taxation 38 (5,941) (7,814) 1,543 (3,660)
Net loss before minority interests (163,215) (467,476) (681,911) (213,279) Minority interests (4,628) (161) - -
Net loss for the year (167,843) (467,637) (681,911) (213,279)
Loss per share (sen) 39 (15) (41)
The accompanying notes are an integral part of these statements.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
14 15
Share capital Sinking fund *Other Accumulated (Note 31) reserves losses Total RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January, 1999 575,455 971 532,097 (1,490,141) (381,618) Net loss for the year - - - (467,637) (467,637) Translation loss - - (21,311) - (21,311) Transfer from/(to) income statement - 322 3,817 (4,139) - Write off of translation loss - - 21,311 - 21,311 Disposal and deregistration of subsidiaries - - (813) - (813)
At 31 December, 1999 575,455 1,293 535,101 (1,961,917) (850,068)
At 1 January, 2000 575,455 1,293 535,101 (1,961,917) (850,068) Net loss for the year - - - (167,843) (167,843) Translation loss - - (14,663) - (14,663) Transfer from/(to) income statement - 316 318 (634) - Disposal and deregistration of subsidiaries - - (436) - (436)
At 31 December, 2000 575,455 1,609 520,320 (2,130,394) (1,033,010)
<...... Non-distributable...... > Distributable
Exchange Reserve Share fluctuation arising on Capital *OTHER RESERVES premium reserve consolidation reserve Total RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January, 1999 513,842 - 17,827 428 532,097 Translation loss - (21,311) - - (21,311) Transfer from income statement - - - 3,817 3,817 Write off of translation loss - 21,311 - - 21,311 Disposal and deregistration of subsidiaries - - (813) - (813)
At 31 December, 1999 513,842 - 17,014 4,245 535,101
At 1 January, 2000 513,842 - 17,014 4,245 535,101 Translation loss - (14,663) - - (14,663) Transfer from income statement - - - 318 318 Disposal and deregistration of subsidiaries - - (436) - (436)
At 31 December, 2000 513,842 (14,663) 16,578 4,563 520,320
The accompanying notes are an integral part of this statement.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Non- distributable
Share Share Accumulated capital premium losses Total RM’000 RM’000 RM’000 RM’000
At 1 January, 1999 575,455 513,842 (995,473) 93,824 Net loss for the year - - (213,279) (213,279)
At 31 December, 1999 575,455 513,842 (1,208,752) (119,455)
At 1 January, 2000 575,455 513,842 (1,208,752) (119,455) Net loss for the year - - (681,911) (681,911)
At 31 December, 2000 575,455 513,842 (1,890,663) (801,366)
The accompanying notes are an integral part of this statement.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
16 17
2000 1999 RM’000 RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation (157,274) (459,662) Adjustments for: Amortisation and write off of intangible assets 2,183 8,380 Bad debts recovered (949) (935) Bad debts written off 775 3,226 Depreciation 27,724 30,067 Fixed assets impairment adjustments (651) 64,679 Fixed assets written off 860 6,203 Gain on disposal of - properties held for resale (1,208) (32) - investments in quoted shares in Malaysia (12,654) (47,389) Gain on disposal and deregistration of subsidiaries (3,543) (893) Goodwill on consolidation written off 1,453 - Interest expense 174,814 178,983 Interest income (6,553) (9,374) Loss/(gain) on disposal of - associated companies 6,335 (2,068) - investments in unquoted shares outside Malaysia 2,234 - - investments in quoted shares outside Malaysia - (14,617) - properties held for resale - 9,051 Loss on disposal and deregistration of subsidiaries 6,885 - Loss on disposal of properties held for resale 4,112 - Net translation losses - 21,311 Gain on disposal of fixed assets (835) (2,876) Provision for diminution in value of - investments in quoted shares in Malaysia 28,271 5,218 - properties held for resale - 1,178 Provision for doubtful debts 6,666 236,360 Reversal of provision for loss on disposal of a former subsidiary (4,997) - Share of losses/(profits) of associated companies 721 (1,739) Unrealised gains on foreign exchange (2,115) (5,866) (Writeback)/provision for stocks obsolescence (3,814) 3,581
Operating profit before working capital changes 68,440 22,786 Decrease in debtors (3,899) (36,595) Decrease in stocks 45,887 62,642 (Decrease)/increase in creditors (35,681) 575,983 Net changes in associated company balances 682 (507,101)
Cash generated from operations 75,429 117,715 Interest paid (62,283) (136,886) Taxes paid (9,408) (5,146)
Net cash generated from/(used in) operating activities 3,738 (24,317)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 2000 1999 RM’000 RM’000
CASH FLOWS FROM INVESTING ACTIVITIES
Uplift/(placement) of fixed deposits 852 (5,316) Net proceeds from disposal and deregistration of subsidiaries 6,895 3,782 Purchase of fixed assets (24,992) (35,716) Proceeds from divestment of subsidiaries 29,207 - Proceeds from disposal of - associated companies 4,157 6,066 - fixed assets 3,817 20,860 - investments in quoted shares in Malaysia 55,329 123,352 - investments in unquoted shares outside Malaysia 1,260 - - investments in quoted shares outside Malaysia - 27,833 - properties held for resale 5,580 6,259 Interest received 5,168 9,109 Dividend received 803 1,655 Increase in investment in an associated company (146) (990) Minority interests in subsidiaries - 2,730 Land and development expenditure 9,581 (9,940) Funds received from investment in a partnership - 4,884
Net cash generated from investing activities 97,511 154,568
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short term borrowings (76,966) (108,455) Drawdown of short term borrowings 2,913 5,388 Decrease of deferred liabilities (5,179) (1,650) Drawdown of term loans 26,693 13,492 Repayment of term loans (22,400) (6,055) Increase in intangible assets - (1,189)
Net cash used in financing activities (74,939) (98,469)
Effects of exchange rate changes 12,793 -
Net increase in cash and cash equivalents 39,103 31,782 Cash and cash equivalents at beginning of year (1,707) (38,915)
Cash and cash equivalents at end of year 37,396 (7,133)
Cash and cash equivalents comprise:
Cash and bank balances 46,518 42,431 Deposits at call 42,608 20,388 Bank overdrafts (51,730) (69,952)
37,396 (7,133) Effects of exchange rate changes - 5,426
37,396 (1,707)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
18 19
Notes to the Consolidated Cash flow Statement
1. The fair value of assets disposed and liabilities relinquished from the disposal and deregistration of subsidiaries were as follows:
2000 1999 RM’000 RM’000
Bank balances and fixed deposits 4,867 450 Debtors 15,964 2,449 Stocks 551 4,727 Fixed assets 4,348 1,933 Other investment 28 - Intangible assets - 311 Creditors (6,675) (4,353) Short term borrowings - (955) Deferred liabilities - (22) Deferred taxation - (76) Bank overdrafts - (1,258) Taxation - (60) Minority interests - (252)
19,083 2,894 Reserve on consolidation (436) (813) (Loss)/gain on disposal and deregistration (6,885) 893
Total proceeds from disposal 11,762 2,974 Less: Cash and cash equivalents of subsidiaries disposed/deregistered (4,867) 808
Net proceeds from disposal and deregistration of subsidiaries 6,895 3,782
2. During the year, the Group acquired fixed assets with an aggregate cost of RM30,631,000 (excluding interest capitalised) of which RM24,992,000 was paid by cash, whilst the remaining RM5,639,000 were financed through leasing and hire purchase arrangements.
The accompanying notes are an integral part of this statement.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 2000 1999 RM’000 RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation (683,454) (209,619) Adjustment for: Bad debts written off 348 - Depreciation 46 47 Fixed assets written off - 298 (Gain)/loss on disposal of - investments in quoted shares in Malaysia (15,736) (37,762) - properties held for resale (362) 9,051 Interest expense 15,130 27,176 Interest income (267) - Provision for doubtful debts of associated companies - 15 Provision for doubtful debts of other debtors 7 94,120 Provision for commitments arising from losses in subsidiaries 669,194 - Provision for diminution in value - other investments 21,335 - - investment in subsidiaries - 500 - properties held for resale - 1,178 Provision for tax penalty - 549 Reversal of provision for loss on disposal of a former subsidiary (4,997) - (Write back)/provision for doubtful debts of subsidiaries (3,604) 110,579
Operating loss before working capital changes (2,360) (3,868) Decrease in debtors 4,409 414 Net change in amount due to/from associated companies - (53) Net change in amount due to/from subsidiaries (1,909) (1,491) Increase in creditors 2,213 160
Cash generated from/(used in) operations 2,353 (4,838) Income tax paid - (86) Interest paid (10,095) (26,265)
Net cash used in operating activities (7,742) (31,189)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (298) Proceeds from disposal of properties held for resale 1,512 6,259 Proceeds from disposal of other investments 48,050 97,343 Interest received 127 71
Net cash generated from investing activities 49,689 103,375
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
20 21
2000 1999 RM’000 RM’000
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short term borrowings (37,706) (66,434) Repayment of hire purchase creditors (27) (28)
Net cash used in financing activities (37,733) (66,462)
Net increase in cash and cash equivalents 4,214 5,724 Cash and cash equivalents at beginning of year 2,642 (3,082)
Cash and cash equivalents at end of year 6,856 2,642
Cash and cash equivalents comprise:
Cash and bank balances 210 880 Deposits 6,646 3,500 Bank overdrafts - (1,738)
6,856 2,642
The accompanying notes are an integral part of this statement.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 1. PRINCIPALACTIVITIES The Company is an investment holding company.
The principal activities of the Company’s subsidiaries and associated companies are described in Notes 44 and 45.
There have been no significant changes in these activities during the financial year other than those activities that ceased consequent to the disposal of subsidiaries as disclosed in Note 44.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting The financial statements of the Company and its subsidiaries are prepared under the historical cost convention on a going concern basis and comply with applicable approved accounting standards in Malaysia except for the financial statements of certain subsidiaries which have been prepared on a break up basis whereby adjustments have been made to the values of all assets so as to reduce their carrying values to their estimated realisable amounts, to provide for any further estimated liabilities which will arise, and to reclassify fixed assets and long term liabilities as current assets and liabilities. The details of the subsidiaries of which their financial statements are prepared on a break up basis are disclosed in Note 44.
(b) Basis of Consolidation The Group financial statements consolidate the audited financial statements of the Company and all its subsidiaries for the financial year ended 31 December, 2000. Subsidiaries are those companies in which the Group has power to exercise control over the financial and operating policies as to obtain benefit from their authorities. Details of the subsidiaries are shown in Note 44.
The results of subsidiaries acquired and disposed during the year are included/excluded in the consolidated income statement from the effective date of their acquisition and disposal. Intra-group transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only.
The excess of the purchase price over the fair value of the net assets of subsidiaries at the date of acquisition is included in the consolidated balance sheet as goodwill or reserve arising on consolidation. Goodwill or reserve arising on consolidation is not amortised. Goodwill is written off if it is not supported by any intrinsic value.
(c) Income Recognition (i) Income from sale of properties are recognised on the percentage of completion method determined on the proportion of development cost incurred to date against total estimated cost where the outcome of the projects can be reliably estimated. All anticipated losses are fully provided for. Income from other long term contracts whereby the outcome of such contracts have been reliably estimated are recognised on the percentage of completion method. Where the outcome of a contract cannot be reliably estimated, revenue is recognised only to the extent of costs incurred and no profit is recognised.
(ii) Sale of completed property is recognised when a deposit is received and the relevant sales and purchase agreement executed.
(iii) Factoring administration charge is recognised as income upon acceptance of factored invoices while factoring discount charge is recognised as income on the accrual basis.
(iv) Interest income earned in respect of financial transactions is recognised using the ‘Rule of 78’ method.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
22 23
(v) Revenue from discount and cash advance fee is recognised upon receipt of billings from merchants and inter-member banks. Income from joining fees is recognised upon issuance of cards to approved members. For certain group purchases, income is recognised based on the terms of individual contracts.
(vi) Discount revenue, interchange fees and cash advance fee are recognised upon receipt of billings from merchants and inter-member banks.
(vii) Joining fees for discount cards are recognised upon issuance of cards to approved members. For certain group purchases, income is recognised upon invoiced values based on the terms of individual contracts.
(viii) Sales are recognised net of discounts when transfer of risks and rewards has been completed.
(d) Interest Capitalisation Interest incurred on borrowings related to fixed assets, development properties, land held for development and investment properties are capitalised during the period when activities to plan, develop and construct the assets are undertaken. Capitalisation of borrowing costs cease when the assets are ready for their intended use or sale.
(e) Investments (i) Investments in subsidiaries and other investments are stated at cost less provision for any permanent diminution in value.
(ii) Investments in associated companies which are stated at cost less provision for any permanent diminution in value are investments in which the Group has a long term equity interest of between 20 and 50 percent and where it exercises significant influence through management participation. The Group’s share of post acquisition profits less losses of associated companies is included in the consolidated income statement and the Group’s interest in associated companies is stated at cost plus the Group’s share of post-acquisition retained profits and reserves. Details of the associated companies are shown in Note 45.
(f) Fixed Assets and Depreciation Fixed assets are stated at cost less accumulated depreciation and accumulated impairment loss.
Leasehold land is amortised over the period of the lease of 50 - 99 years. In this connection, long term leasehold land refers to land with unexpired lease tenure of 50 years or above.
Freehold land and buildings under construction are not depreciated. Depreciation of other fixed assets is provided on a straight line basis calculated to write off the cost of each asset over the following estimated useful lives:
Buildings 1.25% - 3.33% Renovation and improvement 10% - 33.33% Motor vehicles 20% - 33.33% Furniture and fittings 7.50% - 33% Office equipment 10% - 30% Computer equipment 20% - 25% Plant, machinery and electrical fittings 4% - 33.33% Restaurant and kitchen equipment 15% - 20% Advertising media 33.33% Agriculture development 2% - 5%
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) The carrying values of fixed assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the assets’recoverable amounts are estimated by the directors. An impairment loss is recognised whenever the carrying amount of an item of fixed asset exceeds its recoverable amount. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it will be charged to equity. Any subsequent increase in recoverable amount is reduced by the amount that would have been recognised as depreciation had the write-down or write-off not occurred.
(g) Intangible Assets
(i) Preliminary and Pre-operating Expenses
In the previous year, preliminary and pre-operating expenses are amortised in equal instalments over a period of 1 to 5 years from the date the subsidiaries commence operations. Accordingly, preliminary and pre-operating expenses were stated at cost less amounts amortised.
(ii) Deferred Expenditure
(a) Loan arrangement fees are amortised on a straight line basis over the period of the loan.
(b) Development cost represents cost involved in the overseas business development. This is written off except to the extent that they are separately identifiable and relate to a specific project which is considered commercially viable. In these cases, such costs are capitalised and will be treated as part of the cost of investment when the new operations are established.
During the year, the directors have adopted a policy to write off preliminary and pre-operating expenses and deferred expenditure to comply with the provisions of the Malaysian Accounting Standard No. 1 (“MASB 1”). The effect of this change has resulted in the write-off of preliminary and pre-operating expenses and deferred expenditure amounting to RM2,183,000 during the year.
(h) Currency Conversion and Translation Transactions in foreign currencies are converted into Ringgit Malaysia at rates of exchange approximating those ruling at the transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheet date are translated into Ringgit Malaysia at rates of exchange approximating those ruling at that date. All exchange gains or losses are taken to the income statements.
The financial statements of foreign subsidiaries are translated into Ringgit Malaysia at the rate of exchange approximating those ruling at the balance sheet date. On consolidation, gains or losses arising on translation into Ringgit Malaysia are taken to reserves until the disposal of the net investment. In the previous year, all exchange losses standing in the exchange fluctuation reserve were taken to the income statement.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
24 25
The exchange rates ruling at balance sheet date used (denominated in units of Ringgit Malaysia per unit of foreign currency) are as follows:
2000 1999
Australian Dollar 2.10 2.47 Chinese Renminbi 0.46 0.46 Deutsche Mark 1.80 1.95 French Franc 0.55 0.59 Fiji Dollar 1.74 1.93 Hong Kong Dollar 0.49 0.49 Papua New Guinea Kina 1.24 1.41 Philippines Peso 0.08 0.09 Samoa Tala 1.27 1.16 Singapore Dollar 2.19 2.28 Taiwan Dollar 0.11 0.12 Thai Baht 0.09 0.10 Tonga Pa’anga 1.92 2.52 United States Dollar 3.80 3.80
(i) Deferred Taxation Deferred taxation is provided under the liability method for all material timing differences except where there is reasonable evidence that these timing differences will not reverse in the foreseeable future.
(j) Stocks Stocks are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis with the exception of the cost of passenger and commercial vehicles which is determined on specific identification basis. Cost of finished goods and work-in-progress of subsidiaries involved in manufacturing activity include materials, labour and appropriate production overheads.
(k) Due from/(to) Customers For Construction Contracts Amount due from customers for construction contract is the net amount of costs incurred plus recognised profits less the sum of recognised losses and applicable progress billings for all contracts in progress for which cost incurred plus recognised profit (less recognised losses) exceeds applicable progress billings.
Amount due to customers for construction contract is the net amount of costs incurred plus recognised profits less the sum of recognised losses and applicable progress billings for all contracts in progress for which applicable progress billings exceeds cost incurred plus recognised profit (less recognised losses).
Cost includes direct materials, labour, sub-contract sum and attributable overheads paid or payable to date and interest expense directly related to the financing of the project.
(l) Bad and Doubtful Debts All known bad debts are written off while doubtful debts are provided for, based on estimates of possible losses which may arise from non-collection.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) (m) Provision for Pension Fund Subsidiaries operating in Papua New Guinea and Fiji make provision for the estimated liability on employee long service leave, retirement benefits, severance payments, labour repatriation payments and annual leave. This provision applies to those employees who are not covered under any approved statutory-controlled retirement benefit scheme.
(n) Development Properties Land and development expenditure whereby significant development work has been undertaken and is expected to be completed within the normal operating cycle are classified as development properties. Development properties are stated at cost plus profits less losses and applicable progress billings. Cost includes cost of land, all direct building cost, and other related development expenditure, including interest expenses incurred during the period of development.
(o) Properties Held for Resale Properties held for resale are land and completed buildings stated at lower of cost and net realisable value which include borrowing cost incurred to finance the purchase and construction of the properties and other direct expenditure and related overheads incurred in the process of development up to the date the properties are ready for the intended use.
(p) Land and Development Expenditure Land held for development consist of land held for future development and where no significant development has been undertaken and are stated at cost. Cost includes cost of land and attributable development expenditure. Such assets are transferred to development properties when significant development work has been undertaken and are expected to be completed within the normal operating cycle.
(q) Finance Lease and Hire Purchase Fixed assets acquired under finance lease and hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in (f) above. The corresponding outstanding obligations due under the finance lease and hire purchase after deducting finance expenses are included as liabilities in the financial statements. Finance expenses are charged to the income statement over the period of the respective agreements.
Lease rental payments on operating leases are charged to the income statements either in the year they become payable or in equal instalments over the period of the lease.
(r) Affiliated Companies In the previous year, affiliated companies refer to MBf Capital Berhad and its subsidiaries (“MBf Capital Group”), in which the Group had an 8.03% equity interest.
As the Group’s equity interest in MBf Capital Group has decreased to 2.73% as at the end of the current financial year, the balances between the Group and MBf Capital Group are now classified as normal trade or non-trade balances, where applicable.
(s) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and in banks and deposits at call, net of outstanding bank overdrafts.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
26 27
3. CURRENT ASSETS
Group Company 2000 1999 2000 1999 Note RM’000 RM’000 RM’000 RM’000 Cash and bank balances 4 46,518 42,431 210 880 Deposits 5 94,768 73,400 6,646 3,500 Trade debtors 6 189,399 225,997 - - Sundry debtors 7 166,101 162,189 32,700 42,475 Factored receivables 8 9,511 22,938 - - Stocks 9 168,370 215,093 - - Properties held for resale 10 156,478 167,790 11,005 12,155 Development properties 11 101,147 109,483 - - Due from associated companies 12 16,228 16,666 - 1 Due from subsidiaries 13 - - 105,113 102,388 Fixed assets at break up value 22 2,255 - - -
950,775 1,035,987 155,674 161,399
4. CASH AND BANK BALANCES
Included in the Group cash and bank balances is RM7,000 (1999 : RM7,000) maintained pursuant to Section 7A of the Housing Developers (Housing Development Account) Regulations 1991.
5. DEPOSITS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Deposits with: - licensed banks 66,418 61,151 800 3,500 - licensed finance companies 24,455 8,336 5,846 - Investment funds 759 759 - - Statutory deposit 3,136 3,154 - -
94,768 73,400 6,646 3,500
The investment funds which represent funds which are invested and managed by a foreign financial institution are pledged as security for travellers cheque facilities.
Statutory deposit is maintained with the National Reserve Bank of Tonga.
Deposits with licensed banks and licensed finance companies of the Group amounting to RM48,265,000 (1999 : RM49,099,000) have been pledged as security to various financial institutions for guarantees and other credit facilities granted to the Group.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 6. TRADE DEBTORS
2000 1999 Group RM’000 RM’000
Trade debtors 390,541 471,626 Provision for doubtful debts (184,913) (227,254)
205,628 244,372 Long term receivables (16,229) (18,375)
189,399 225,997
Included in the above are:
(a) gross trade debts factored to a former affiliated company for factoring facility amounting to RM14,530,000 (1999: RM14,530,000), and
(b) Hire Purchase and Lease Debtors
2000 1999 Group RM’000 RM’000
Lease debtors 28,027 37,022 Hire purchase debtors 480 2,328
28,507 39,350 Less : Unearned interest and interest in suspense (5,093) (9,855) Provision for doubtful debts (1,800) (1,318)
21,614 28,177
Representing hire purchase and lease receivables:
Due within 12 months 14,234 16,708 Due after 12 months* 7,380 11,469
21,614 28,177
* These receivables have been classified as current assets as they originate from the same cycle.
Long term receivables are in respect of sales of properties by an overseas subsidiary. Under the terms of the sales of properties, a deposit is paid upon the execution of the sale contract and the balance of the consideration is due in the year 2003.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
28 29
7. SUNDRY DEBTORS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Prepayments 6,892 6,620 - - Rental deposits 693 880 - 2 Sundry recoverable 97,230 71,166 2,266 2,685 Sundry deposits 14,956 15,158 36 34 Tax recoverable 3,078 6,065 - 2,987 Due from third parties upon disposal of investments 32,115 21,892 - - Due from former affiliated companies 26,808 47,611 9,381 13,295 Warranty and insurance claims 3,662 8,961 - - Others 252,815 248,731 153,460 144,854
438,249 427,084 165,143 163,857 Interest in suspense (32,755) (16,951) (25,229) (14,175) Provision for doubtful debts (239,393) (247,944) (107,214) (107,207)
166,101 162,189 32,700 42,475
Included in others is RM173,561,000 (1999 : RM162,709,000) due from Sri Hartamas Berhad and its subsidiaries in which the Group has a 4.90% (1999 : 6.95%) equity interest. The amount due is partially secured. Of the amounts due, RM101,370,000 (1999 : RM103,621,000) (out of which RM26,781,000 is secured) bears interest at 10% (1999 : 10%) per annum. There are no fixed terms of repayment for all the amounts due.
The amounts due from MBf Capital Berhad and its subsidiaries, former affiliated companies, are unsecured, bear interest ranging from 10% to 11% (1999 : 11% to 13%) per annum and have no fixed terms of repayment.
8. FACTORED RECEIVABLES
2000 1999 Group RM’000 RM’000
Factored receivables 25,859 32,233 Provision for doubtful debts (16,348) (9,295)
9,511 22,938
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 9. STOCKS
2000 1999 Group RM’000 RM’000
Raw materials 20,445 37,203 Work-in-progress 6,298 6,863 Finished goods 135,814 162,815 Food, beverage and consumables 5,813 8,212
168,370 215,093
Finished goods comprise passenger and commercial vehicles and spare parts, agricultural products, consumer products and heavy machinery.
Included in the above carrying amounts of the Group are stocks amounting to RM81,727,000 (1999 : RM108,900,000) which are stated at their respective net realisable amounts.
10. PROPERTIES HELD FOR RESALE
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000 At cost::
Freehold land 19,056 21,709 - - Long term leasehold land 1,041 1,041 - - Buildings on freehold land 43,468 58,054 10,382 11,884 Buildings on leasehold land 115,867 113,901 7,527 8,443
179,432 194,705 17,909 20,327 Provision for diminution in value (22,954) (26,915) (6,904) (8,172)
156,478 167,790 11,005 12,155
Properties held for resale of the Group with carrying values amounting to RM37,664,000 (1999 : RM39,050,000) have been charged to various financial institutions for term loan facilities granted to the Group.
Included in the cost of the properties held for resale of the Group is interest capitalised during the year amounting to RM564,000 (1999 : RM299,000).
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
30 31
11. DEVELOPMENT PROPERTIES
Group 2000 1999 RM’000 RM’000 Land and development expenditure, at cost:
Freehold land 44,724 46,219 Development expenditure 139,577 160,529
184,301 206,748 (Foreseeable loss)/attributable profit (2,803) 19,165 Less: Progress billings (80,351) (116,430)
101,147 109,483
Freehold land costing RM43,390,000 (1999 : RM45,988,000) is charged to a licensed bank and a licensed finance company as security for credit facilities granted to the Group.
Included in the development expenditure is interest capitalised during the year amounting to RM4,338,000 (1999 : RM3,842,000).
12. DUE FROM ASSOCIATED COMPANIES Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Due from associated companies 19,788 23,775 1,886 1,998 Provision for doubtful debts (3,560) (7,109) (1,886) (1,997)
16,228 16,666 - 1
13. DUE FROM SUBSIDIARIES
2000 1999 Company RM’000 RM’000
Due from subsidiaries 950,814 939,756 Interest in suspense (111,575) (75,778)
839,239 863,978 Provision for doubtful debts (734,126) (761,590)
105,113 102,388
Included in due from subsidiaries are RM518,379,000 (1999 : RM574,387,000) which bear interest at rates ranging from 0.1% to 10.0% (1999 : 0.1% to 13.0%) per annum. All amounts due are unsecured and have no fixed terms of repayment.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 14. CURRENT LIABILITIES
Group Company 2000 1999 2000 1999 Note RM’000 RM’000 RM’000 RM’000
Bank overdrafts 15 51,730 69,952 - 1,738 Short term borrowings 16 737,302 743,854 93,059 126,286 Trade creditors 200,471 256,528 28 28 Other creditors 17 1,072,500 970,426 836,872 172,009 Taxation 26,968 30,042 5,431 9,962 Due to associated companies 18 245 274 41 42 Due to subsidiaries 19 - - 35,417 35,895 Due to customers for construction contract 20 2,055 993 - -
2,091,271 2,072,069 970,848 345,960
15. BANK OVERDRAFTS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Secured 45,428 66,749 - 1,738 Unsecured 6,302 3,203 - -
51,730 69,952 - 1,738
The secured bank overdrafts are principally secured by way of various pledges on the Group’s investments in quoted shares and fixed deposits, fixed and floating charges over all the assets of certain subsidiaries and assignment of factored and trade receivables of certain subsidiaries. Interest on bank overdrafts are charged at varying rates:
(i) local borrowings : 7.8% to 11.3% (1999 : 7.8% to 12%) per annum; and (ii) overseas borrowings: 6.0% to 17.3% (1999 : 8.0% to 19.75%) per annum
16. SHORT TERM BORROWINGS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Secured:
Short term loans 131,795 134,271 10,800 - Portion of term loans payable within one year 70,651 25,112 - 10,800 Trust receipts and bankers’ acceptances 28,883 26,935 - - Revolving loans 68,810 111,301 57,725 95,431 Margin accounts 26,516 22,696 24,534 20,055
Unsecured:
Short term loans 42 5,990 - - Portion of term loans payable within one year 379,456 379,508 - - Trust receipts and bankers’ acceptances 31,149 36,541 - - Revolving loans - 1,500 - -
737,302 743,854 93,059 126,286
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
32 33
(a) The short term loans are principally secured by way of fixed and floating charges over certain assets of the Group, a fixed charge over freehold and leasehold properties of the respective subsidiaries, pledge of the Group’s investment in quoted shares and assignment of certain sales proceeds, inventories and receivables of the respective subsidiaries.
(b) The trust receipts and bankers’acceptances are secured by way of a fixed and floating charge over the relevant companies’assets and pledge of shares by the Company.
(c) The revolving loans are secured by way of pledge of the Group’s investment in quoted shares, a fixed charge over the freehold and leasehold properties of the respective subsidiaries and a fixed and floating charge over all assets of a subsidiary.
(d) Included in the above unsecured loans is a US$80 million (1999 : US$80 million), equivalent to approximately RM303,608,000, syndicated term loan granted to a subsidiary in 1996 which is guaranteed by a former affiliated company. The loan was due and repayable on 8 May, 1999 and has been included as part of the Offshore Schemes as disclosed in Note 49.
(e) Margin accounts which bear interest at rates of 9.5% to 22% (1999 : 12% to 22%) per annum are secured by way of pledge of certain quoted shares of the Group.
Interest on short term borrowings (excluding margin accounts) are charged at varying rates:
(i) local borrowings : 7.5% to 15% (1999 : 8.45% to 17.2%) per annum; and (ii) overseas borrowings: 6% to 17.5% (1999 : 7.25% to 23%) per annum
17. OTHER CREDITORS
Included in other creditors of the Group and Company are:
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Portion of deferred liabilities payable within one year (Note 26) 2,653 2,949 27 27 Interest payable 176,598 113,106 12,045 13,632 Loans payable 559,589 507,633 - - Provision for commitments arising from losses in subsidiaries - - 809,194 140,000
The above loans bear interest ranging from 7% to 8% (1999 : 8% to 10%) per annum. Included in RM559,589,000 is a loan with a principal amount of US$113,952,000 (“the said loan”), i.e. equivalent to RM432,448,000 obtained by a former affiliated company which were subsequently on-lent to a subsidiary of the Company. The former affiliated company and the said subsidiary have defaulted on these loans and the outstanding interest and principal amounts are now payable on demand. The said loan has been included as part of the Offshore Schemes disclosed in Note 49.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 18. DUE TO ASSOCIATED COMPANIES
The amount due to associated companies are unsecured, interest free and have no fixed terms of repayment.
19. DUE TO SUBSIDIARIES
Included in due to subsidiaries is an amount of RM21,337,000 (1999 : RM13,698,000) which bears interest at 10% (1999 : 11% to 13%) per annum. All amounts due to subsidiaries are unsecured and have no fixed terms of repayment.
20. DUE TO CUSTOMERS FOR CONSTRUCTION CONTRACTS
2000 1999
Group RM’000 RM’000
Aggregate cost incurred to-date 64,267 63,406 Attributable profits 13,630 11,884 Less: Progress billings (79,952) (76,283)
Amount due to customers (2,055) (993)
21. LAND AND DEVELOPMENT EXPENDITURE
2000 1999
Group RM’000 RM’000
Freehold land, at cost 51,998 70,994 Development expenditure 53,256 43,841
105,254 114,835
Freehold land costing RM51,998,000 (1999 : RM44,934,000) is charged to a licensed bank and a licensed finance company as security for credit facilities granted to the Group.
Included in development expenditure of prior year was interest capitalised during the year amounting to RM398,000.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
34 35
22. FIXED ASSETS
Plant, machinery and electrical fittings, Furniture and restaurant fittings, office and kitchen equipment, equipment, motor vehicles, advertising renovation and media and improvement *Land and agriculture and computer Group buildings development equipment Total RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January, 2000 254,033 114,171 136,468 504,672 Disposal of subsidiaries - - (10,756) (10,756) Additions 6,158 5,838 19,484 31,480 Disposals (163) (920) (8,543) (9,626) Written off - (623) (5,415) (6,038) Exchange differences (8,685) (8,158) (5,468) (22,311) Transfer/reclassification (3,725) 4,995 (566) 704 Transfer to current assets ** (2,380) (1,980) (1,580) (5,940)
As at 31 December, 2000 245,238 113,323 123,624 482,185
Accumulated Depreciation and Impairment Losses
As at 1 January, 2000 85,247 65,423 87,935 238,605 Disposal of subsidiaries - - (6,408) (6,408) Charge for the year 5,797 7,031 14,896 27,724 Impairment adjustment (651) - - (651) Disposals (18) (558) (6,068) (6,644) Written off - (188) (4,990) (5,178) Exchange differences (1,164) (3,802) (3,677) (8,643) Transfer to current assets ** (392) (1,850) (1,443) (3,685)
As at 31 December, 2000 88,819 66,056 80,245 235,120
Net Book Value
As at 31 December, 2000 156,419 47,267 43,379 247,065
As at 31 December, 1999 168,786 48,748 48,533 266,067
Depreciation charge for 1999 3,966 8,642 17,459 30,067
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) * LAND AND BUILDINGS
Long term Short term Buildings Freehold leasehold leasehold under Group land land land Buildings construction Total RM’000 RM’000 RM’000 RM’0000 RM’000 RM’000
Cost
As at 1 January, 2000 12,549 17,236 13,658 194,276 16,314 254,033 Additions - 33 - 2,261 3,864 6,158 Disposals - (40) (43) (80) - (163) Exchange differences (513) (1,120) (277) (6,424) (351) (8,685) Transfer/reclassification - 7,797 (7,797) 14,939 (18,664) (3,725) Transfer to current assets ** - (1,200) - (1,180) - (2,380)
As at 31 December, 2000 12,036 22,706 5,541 203,792 1,163 245,238
Accumulated Depreciation and Impairment Losses
As at 1 January, 2000 - 886 738 83,623 - 85,247 Charge for the year - 423 136 5,238 - 5,797 Disposals - (4) - (14) - (18) Impairment adjustment (651) - - - - (651) Exchange differences - (64) (39) (1,061) - (1,164) Transfer/ reclassification - 190 (96) (94) - - Transfer to current assets ** - (274) - (118) - (392)
As at 31 December, 2000 (651) 1,157 739 87,574 - 88,819
Net Book Value
As at 31 December, 2000 12,687 21,549 4,802 116,218 1,163 156,419
As at 31 December, 1999 12,549 16,350 12,920 110,653 16,314 168,786
Depreciation charge for 1999 - 143 240 3,583 - 3,966
Included in buildings is interest capitalised during the year of RM849,000 (1999 : RM901,000).
** Fixed assets of certain subsidiaries of net book value amounting to RM2,255,000 are stated on a break up basis, and have accordingly being reclassified to current assets.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
36 37
Motor Office Company vehicles equipment Total RM’000 RM’000 RM’000
Cost
As at 1 January/31 December, 2000 195 159 354
Accumulated Depreciation
As at 1 January, 2000 81 132 213 Charge for the year 39 7 46
As at 31 December, 2000 120 139 259
Net Book Value
As at 31 December, 2000 75 20 95
As at 31 December, 1999 114 27 141
Depreciation charge for 1999 39 8 47
Included in the fixed assets of the Group and Company are the carrying value of the following assets under hire purchase and lease financing arrangements:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
HIRE PURCHASE:
Motor vehicles 2,164 1,679 75 114 Plant, machinery and electrical fittings 185 1,055 - -
FINANCE LEASE:
Office equipment 734 126 - - Computer equipment 4,290 5,019 - -
Fixed assets with net book value amounting to RM133,686,000 (1999 : RM141,079,000) have been pledged for various banking facilities granted to the Group.
Included in fixed assets of the Group are fully depreciated assets which are still in use costing RM65,229,000 (1999 : RM57,332,000).
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 23. OTHER INVESTMENTS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000 Long term investments: Unquoted shares, at cost - in Malaysia 259 260 - - - outside Malaysia 24,946 29,990 - -
25,205 30,250 - - Provision for diminution in value (25,182) (26,701) - -
23 3,549 - -
Quoted shares, at cost - in Malaysia* 101,498 193,277 64,066 120,440 - outside Malaysia 8 8 - -
101,506 193,285 64,066 120,440 Provision for diminution in value (95,428) (124,111) (59,159) (64,255)
6,078 69,174 4,907 56,185
6,101 72,723 4,907 56,185
Market value of long term investments: Quoted shares in Malaysia* 21,566 100,229 15,620 81,597 Quoted shares outside Malaysia 22 72 - -
Quoted shares of the Group and the Company costing RM91,316,000 (1999 : RM188,760,000) and RM55,234,000 (1999 : RM118,557,000) respectively have been pledged for various banking facilities granted to the Group.
* The market value of quoted shares which have been suspended from trading is computed based on the market price prior to suspension.
24. INVESTMENTS IN ASSOCIATED COMPANIES
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Unquoted shares, at cost 17,967 33,582 150 150 Share of post acquisition losses (3,473) (2,179) - -
14,494 31,403 150 150 Provision for diminution in value - (5,026) (14) (14)
14,494 26,377 136 136
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
38 39
Group 2000 1999 RM’000 RM’000 Represented by:
Share of aggregate net tangible assets 14,494 26,377
The Group’s equity interest in the associated companies, their respective principal activities, financial year ends and countries of incorporation are shown in Note 45.
25. INVESTMENTS IN SUBSIDIARIES
Company 2000 1999 RM’000 RM’000
Unquoted shares, at cost 63,746 66,998 Less: Provision for diminution in value (55,046) (58,298)
8,700 8,700
The Group’s equity interest in the subsidiaries, their respective principal activities and countries of incorporation are shown in Note 44.
26. DEFERRED LIABILITIES
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Hire purchase and lease creditors 2,703 977 30 56 Long term payable 90,701 90,851 - - Pension fund 962 1,933 - -
94,366 93,761 30 56
(i) Hire Purchase and Lease Creditors
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Future minimum payments are as follows: Payable within one year 2,870 3,658 38 38 Payable between one to five year 3,327 1,165 40 78
6,197 4,823 78 116 Less : Finance charges (841) (897) (21) (33)
5,356 3,926 57 83 Representing hire purchase and lease liabilities:
Due within 12 months (Note 17) 2,653 2,949 27 27 Due after 12 months 2,703 977 30 56
5,356 3,926 57 83
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) (ii) Long Term Payable
Long term payable represents the balance of consideration payable for the purchase of properties by an overseas subsidiary and is due in the year 2003.
27. LONG TERM LOANS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000 Long term loans - Secured 186,896 203,576 - 10,800 - Unsecured 379,456 384,193 - -
566,352 587,769 - 10,800 Portion payable within one year (Note 16) (450,107) (404,620) - (10,800)
116,245 183,149 - -
The secured term loans are secured by pledge of the Group’s investment in quoted shares, fixed and floating charges over all the assets of certain subsidiaries, a fixed charge on the Group’s freehold and leasehold properties and plant and machinery and assignment of certain assets of the respective subsidiaries.
Interest on these loans are charged at varying rates:
(i) local borrowings: 9.25% to 12.88% (1999 : 9.45% to 12.88%) per annum; and (ii) overseas borrowings: 6% to 17.25% (1999 : 7.06% to 23%) per annum.
All term loans are principally repayable over a period varying from 2 to 17 years.
28. DEFERRED TAXATION
Group 2000 1999 RM’000 RM’000
(a) At 1 January 1,812 2,366 Transfer (to)/from income statement (Note 38) (1,100) 463 Exchange differences (90) (1,017)
At 31 December 622 1,812
(b) Deferred taxation is in respect of the following originating/ (reversing) timing differences:
Depreciation and capital allowances 20,701 23,208 General provisions (12,580) (11,528) Unutilised tax losses (2,965) (1,085)
5,156 10,595
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
40 41
29. INTANGIBLE ASSETS
2000 1999 Group RM’000 RM’000
Preliminary and pre-operating expenses, at cost 4,072 4,072 Deferred expenditure 11,191 11,191 Development expenditure 26 26
15,289 15,289 Less: Accumulated amortisation/written off (15,289) (13,106)
- 2,183
Goodwill arising on consolidation: As at 1 January 8,103 8,103 Divestment of a subsidiary (1,564) - Written off during the year (1,453) -
As at 31 December 5,086 8,103
Total 5,086 10,286
In the previous year, included in intangible assets is auditors’remuneration of RM4,000 capitalised during that year.
30. SHARE CAPITAL
Company 2000 1999 RM’000 RM’000 Ordinary shares of 50 sen each:
Authorised 1,500,000 1,500,000
Issued and fully paid 575,455 575,455
31. RESERVES
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Sinking fund (a) 1,609 1,293 - - Share premium 513,842 513,842 513,842 513,842 Exchange fluctuation reserve (14,663) - - - Reserve arising on consolidation 16,578 17,014 - - Capital reserve (b) 4,563 4,245 - - Accumulated losses (2,130,394) (1,961,917) (1,890,663) (1,208,752)
(1,608,465) (1,425,523) (1,376,821) (694,910)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) (a) The sinking fund represents 10% of the monthly subscription payable by members of Kelab Century Paradise (KCP) remitted to the Trustee as required by the Trust Deed. KCPis a recreation club, wholly owned by a subsidiary.
(b) Capital reserve comprises principally capital gains from the disposal of fixed assets and investments of certain overseas subsidiaries maintained for future appropriation of dividends.
32. REVENUE
Revenue of the Group and the Company consist of the following:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Sales of goods and related services 513,652 599,420 - - Revenue from agricultural operation 114,141 170,657 - - Sales of properties and development land 27,634 20,078 - - Revenue from hotel, club and resort operations 25,235 26,774 - - Income from provision of management services 1,242 2,190 - - Rental income from land and buildings - Subsidiaries - - 98 142 - Associated companies - 27 - 27 - Others 169 36 169 36 Interest income from external parties 96,260 107,671 - - Leasing and hire purchase income 3,959 4,196 - - Others 22,044 25,050 - -
804,336 956,099 267 205
33. OTHER OPERATING INCOME
Included in other operating income are:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Income receivable on termination of franchise agreement - 4,034 - - Gain on disposal of fixed assets 835 2,876 - - Gain on disposal of properties held for resale 1,208 32 362 - Rental income 4,170 3,869 - - Bad debts recovered 949 935 - -
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
42 43
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Dividend income 56 - - - Gain on foreign exchange - realised 4,126 3,416 - - - unrealised 2,115 5,866 - - Gain on disposal and deregistration of subsidiaries 3,543 893 - - Gain on disposal of investment in associated companies - 2,068 - - Write back of provision for amount due from subsidiaries - - 3,604 - Reversal of provision for loss on disposal of a former subsidiary 4,997 - 4,997 - Fixed assets impairment adjustment 651 - - -
34. STAFF COSTS
Included in staff costs are:
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Directors salaries, fees and other emoluments*: Directors of the Company: - current year 760 737 755 736 - underprovision in prior year - 159 - 159 Directors of subsidiaries: - current year 5,018 5,720 - -
* The estimated monetary value of other benefits not included in directors’ salaries and benefits received by the directors of the Company and subsidiaries were RM26,000 (1999 : RM25,000) and RM420,000 (1999 : RM238,000) respectively.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 35. OTHER OPERATING EXPENSES
Included in other operating expenses are:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Amortisation and write off of intangible assets 2,183 8,380 - - Auditors’ remuneration - current year 1,525 1,334 65 65 - overprovision in prior years (89) (9) - - - other services 451 135 - - Bad debts written off 775 3,226 348 - Directors’ fees - directors of the Company 249 286 211 266 - directors of subsidiaries 86 92 - - Factoring interest and charges 2,494 2,164 - - Fixed assets written off 860 6,203 - 298 Goodwill on consolidation written off 1,453 - - - Lease rental 133 54 - - Loss on disposal and deregistration of subsidiaries 6,885 - - - Loss on disposal of investment in: - associated companies 6,335 - - - - unquoted shares outside Malaysia 2,234 - - - Loss on disposal of properties held for resale 4,112 - - - Net translation losses on foreign subsidiaries - 21,311 - - Professional fees paid to a firm in which a director has an interest - 53 - 53 Provision for amount due from associated companies 800 15 - 15 Provision for bad and doubtful debts 5,866 236,345 7 94,120 Provision for diminution in value of investment in - subsidiary - - - 500 - quoted shares in Malaysia - 192 - - - unquoted shares outside Malaysia - 5,026 - - Provision for diminution in value of properties held for resale - 1,178 - 1,178 Provision for stock obsolescence - 3,581 - - Rental of office premises - subsidiaries - - - 10 - associated companies 4,051 4,522 - - - others 13,423 18,079 - - Rental of equipment 969 1,445 - -
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
44 45
36. EXCEPTIONAL ITEMS
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Loss on disposal of properties held for resale - 9,051 - 9,051 Provision for amount due from subsidiaries - - - 110,579 Provision for diminution in value of investment in quoted shares in Malaysia 28,271 - 21,334 - Provision for commitments arising from losses in subsidiaries - - 669,194* - Fixed assets impairment adjustments - 64,679 - - Gain on disposal of investments in - quoted shares in Malaysia (12,654) (47,389) (15,736) (37,762) - quoted shares outside Malaysia - (14,617) - -
15,617 11,724 674,792 81,868
* This is in respect of losses anticipated arising from guarantees given to certain subsidiaries undergoing restructuring exercise as disclosed in Note 49 (“Scheme Subsidiaries”) and two other subsidiaries of which their loans are guaranteed by the Company (“the said Non-scheme Subsidiaries”). The provision is made during the year pursuant to:
(a) Scheme Subsidiaries
- the relevant approvals from the creditors, shareholders of the Company and the High Court of Malaya at Kuala Lumpur as disclosed in Note 49;
(b) Non-scheme Subsidiaries
- the action taken by certain lenders of the said Non-scheme Subsidiaries to recover the loans guaranteed by the Company.
37. FINANCE COSTS, net
Included in net finance costs are:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Other interest income - subsidiaries - - (140) 188 - associated companies (549) (732) - - - others (6,004) (8,642) (127) (70) Interest expense - subsidiaries - - 2,102 2,314 - others 174,814 178,983 13,028 24,744
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 38. TAXATION
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Taxation on profits for the year 4,575 4,279 - - Under/(over) provision in prior years 2,466 3,050 (1,543) 3,660 Share of associated companies’taxation - 22 - -
7,041 7,351 (1,543) 3,660 Transfer (from)/to deferred taxation (Note 28) (1,100) 463 - -
5,941 7,814 (1,543) 3,660
There is no tax charge for the year as the Company is in a tax loss position. The disproportionate taxation charge for the Group is due principally to the absence of group relief.
As at 31 December, 2000, the Company has tax losses of approximately RM4,800,000 (1999 : RM3,937,000) and unutilised capital allowances amounting to approximately RM163,000 (1999 : RM148,000), which can be used to offset future taxable profits subject to agreement with the Inland Revenue Board.
As at 31 December, 2000, the Company has a potential deferred tax benefit of approximately RM1,369,000 (1999 : RM1,122,000), arising principally from tax losses carried forward and unutilised capital allowances, the effects of which are not included in the financial statements as there is no assurance beyond any reasonable doubt that future taxable income will be sufficient to allow the benefit to be realised.
39. LOSS PER SHARE
(a) Basic loss per share
The basic loss per share is calculated as follows:
Group 2000 1999
Net loss for the year (RM’000) (167,843) (467,637)
Weighted average number of shares (‘000) 1,150,911 1,150,911
Loss per share (sen) (15) (41)
(b) Diluted loss per share
There is no diluted loss per share as the Company does not have any convertible financial instruments as at the year end.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
46 47
40. COMMITMENTS
Commitments not provided for in the financial statements are as follows:
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Authorised and contracted for 103,175 105,223 - -
Authorised but not contracted for 163 263 - -
41. CONTINGENT LIABILITIES
Group Company 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000
Contingent liabilities are in respect of:
Guarantees extended in support of banking and other credit facilities granted to: Subsidiaries - secured - - 245,264 299,172 - unsecured - - 142,663 714,649 Associated companies - unsecured 12,411 12,899 12,411 12,899 Others - secured 18,826 20,954 18,826 20,954 - unsecured 152,266 132,582 152,266 132,582 Unsecured: Claim in respect of damages allegedly suffered relating to a property development project of a wholly-owned subsidiary in which no loss is expected 2,042 2,042 - - Civil claims for personal injuries instituted against a wholly-owned foreign subsidiary 4,196 4,853 - - Conversion premium of present use of land and building disposed off in prior year 1,050 1,050 - - Others 1,593 158 - -
192,384 174,538 571,430 1,180,256
On 11 August, 2000, the High Court of Malaya at Kuala Lumpur (“High Court”) found MBf Property Services Sdn Bhd (“MBf Property”), a wholly owned subsidiary of the Company, together with Metrolux Sdn Bhd (the owner and developer of a piece of land at Bukit Antarabangsa where MBf Property acted as its project manager) to be jointly liable for 20% of the damages sustained by the residents of Blocks 2 and 3 of Highland Towers (“the Suit”). MBf Property being one of the ten defendants in the Suit, has appealed against the High Court’s decision.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) The directors are of the opinion that there are strong grounds for the appeal and the maximum exposure, if any, arising from the Judgement amounts to RM10 million as advised by the Group’s solicitors. However, the eventual quantum of the damages has not been assessed by the High Court as at the date of this report and therefore, there is an uncertainty as to the ultimate exposure to be sustained by MBf Property. Pending the outcome of its appeal, no provision for any liability that may result has been made in the financial statements of MBf Property or the Group for the financial year ended 31 December, 2000.
In addition to the above, two separate suits have been filed with the High Court for loss of lives, property losses and compensation in relation to the collapse of Block 1 of Highland Towers.
These suits have been put in abeyance pending the outcome of the Suit on Blocks 2 and 3. MBf Property is one of the nine defendants in the suits of Block 1. The directors are unable to ascertain the quantum of damages, if any, at this juncture.
42. SEGMENT INFORMATION
Analysis by activity:
(Loss)/ profit Total Revenue before taxation assets employed 2000 1999 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial services 100,219 111,867 (58,213) (93,915) 428,057 447,340 Trading and manufacturing 205,390 265,414 12,450 (58,111) 147,529 139,195 Property and hospitality 52,869 46,852 (112,079) (151,350) 421,253 484,488 Education 46 952 (850) (201) 17,189 22,695 Motor 308,262 334,006 (25,041) (35,562) 154,902 202,267 Management services and others 137,550 197,008 27,180 (122,262) 176,074 248,665
804,336 956,099 (156,553) (461,401) 1,345,004 1,544,650
Group’s share of (loss)/ profit of associated companies
Financial services - - (3) (5) - - Trading and manufacturing - - 163 844 - - Property and hospitality, education and others - - (881) 900 - -
- - (721) 1,739 - -
804,336 956,099 (157,274) (459,662) 1,345,004 1,544,650
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
48 49
Analysis by geographical location:
(Loss)/ profit Total Revenue before taxation assets employed 2000 1999 2000 1999 2000 1999 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Malaysia 231,513 202,887 (25,451) (190,643) 697,732 784,202 Other ASEAN countries 1,876 29,268 (9,229) (53,813) 17,238 32,281 Hong Kong and China 11,470 27,037 (106,030) (136,518) 255,727 245,686 Australia and South Pacific Islands 559,477 696,907 (15,692) (80,259) 374,040 482,220 United States of America - - (151) (168) 267 261
804,336 956,099 (156,553) (461,401) 1,345,004 1,544,650
Group’s share of profit/ (loss) of associated companies
Malaysia - - 47 24 - - Hong Kong and China - - - (2) - - Other ASEAN countries - - (1,400) (555) - - South Pacific Islands - - 632 2,272 - -
- - (721) 1,739 - -
804,336 956,099 (157,274) (459,662) 1,345,004 1,544,650
43. SIGNIFICANT RELATED PARTY TRANSACTIONS
2000 1999 RM’000 RM’000 Company
Expenses paid to subsidiaries - interest 2,102 2,502 - rental - 10 - management fee - 600 Income from subsidiaries - interest 140 - - rental 98 142 Waiver of management fees charged by a subsidiary in the previous year 300 -
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 2000 1999 RM’000 RM’000 Group
Associated companies
Income: Interest received from Carpenters Properties Limited, an associated company 439 269 Interest received from MBf Discount Card (Thailand) Ltd and MBf Eastern Star International Ltd, associated companies 109 - Interest received from Ship Building (Fiji) Ltd, an associated company - 42
Expenses: Land and building rental payment to Carpenters Properties Limited, an associated company 4,051 4,522
Balances: Amount due from 29,333 38,603 Amount due to 804 7,894
MBf Capital Berhad and its subsidiaries (MBf-C Group), a group in which a director, Dato’ Loy Teik Ngan has interest:
Income: Administration and other income 1,180 1,310 Interest income 634 430 Management fee 1,853 1,785
Expenses: Interest expense 3,300 3,482 Gross premium 1,578 2,750
Balances: Amount due from - loans and advances 21,284 40,409 - others 6,896 8,078 Amount due to - loans and advances 559,589 507,633 - others 58,260 44,402
Companies in which a director, Dato’Loy Teik Ngan, has interest:
Income: Consultancy fees received from Regal Crest (M) Sdn Bhd 192 - Professional fees received from Leisure Holidays Bhd and its subsidiaries 154 271 Security fees received from Leisure Holidays Holdings Sdn Bhd 52 275 EDP: income received from Leisure Holdings Bhd and its subsidiaries - 50
Balances: Amount due from 1,064 907 Amount due to 173 396
Other related parties:
Expenses: Management fees paid to Capping Corporation Sdn. Bhd, a company in which a former director, Phillip Mark Bell-Booth has interest, by a subsidiary (MBf Property Services Sdn Bhd) 833 870
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
50 51
Other significant arrangement with related party In the previous years, the Group entered into arrangements with the late Tan Sri Dato’ (Dr) Loy Hean Heong (former director of the Company and the father of Dato’ Loy Teik Ngan, director of the Company; hereinafter referred to as “Tan Sri Loy”) whereby at the request of the Group, certain quoted investment of Tan Sri Loy were used to secure against various banking facilities granted to the Group. To reciprocate the above arrangements, certain quoted investments in Malaysia of the Group were then pledged as securities for certain banking facilities granted to Tan Sri Loy. The lenders have forced sold the securities at unfavourable prices to both the Group and Tan Sri Loy resulting in a net loss of approximately RM7.8 million (the gain on disposal of quoted shares in Malaysia for the year ended 31 December, 2000 disclosed in Note 36 is arrived at after deducting this loss) from the transactions.
The directors are of the opinion that the above transactions have been entered into in the normal course of business and have been established on a negotiated basis.
44. SUBSIDIARIES
Incorporated in Malaysia:
Effective Paid-up capital Interest (nominal value Name Principal Activities 2000 1999 per share of RM1) % %
Advacare Sdn. Bhd. Dormant 100 100 2,100,000
φ BB Motors Sdn. Bhd. Assembly of motor 61.63 61.63 184,749 vehicles engine
⊗ Eastray Sdn. Bhd. Dormant 70 70 2
φ Intanpura Sdn. Bhd. Property development 100 100 250,000
Jastura Sdn. Bhd. Dormant 100 100 2
Lintasan Wijaya Sdn. Bhd. Dormant - 100 2
# MBf Advisory Dormant - 100 4,500,000 Services Sdn. Bhd.
MBf Asian Development Ceased operation 100 70 2 (M) Sdn. Bhd.
φ MBf Auto Accessories Dormant 100 100 1,650,000 Sdn. Bhd.
⊗ MBf Automobile Sales and service of 70 70 15,300,000 Sdn. Bhd. motor vehicles
φ MBf Building Services Ceased operation 100 100 2 Sdn. Bhd.
MBf Building Technology Dormant 100 100 8,500,002 Sdn. Bhd.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Effective Paid-up capital Interest (nominal value Name Principal Activities 2000 1999 per share of RM1) % % φ MBF Cards (M’sia) Business of credit and 51 70.94 5,265,000 Sdn. Bhd. (f.k.a. MBf debit cards Card Services Sdn. Bhd.)
φ MBf Card & Travel Card and travel related 51 70.94 250,000 Network Sdn. Bhd. customer support management services
# MBf Card Sdn. Bhd. Investment holding - 100 20,940,000
# MBf Centre of Dormant - 100 50,000 Excellence Sdn. Bhd.
⊗ MBf Commercial Trading services and 70 70 5,000,000 Vehicles Sdn. Bhd. maintenance of vehicles
φ MBf Country Homes Property development 100 100 3,500,000 & Resorts Sdn. Bhd.
⊗ MBf Daewoo Sdn. Bhd. Distribution and selling 70 70 300,000 of Daewoo buses
~ MBf Dewan Kelantan Dormant - 100 460,000 Sdn. Bhd.
φ MBf Discount Card Discount cards and 53.45 72.39 1,000,000 Sdn. Bhd. related services
~ MBf Educare Sdn. Bhd Dormant - 100 180,000
MBf Education Group Education and Sdn. Bhd. management services 100 100 500,000
φ MBf Equities Sdn. Bhd. Investment holding 100 100 81,684,503
θ MBf Flexible Packaging Dormant 100 100 2,000,000 Sdn. Bhd.
ϒ MBf Hotels (M) Sdn. Bhd. Management of hotels 100 100 2 and holiday resorts
MBf Information Dormant 100 100 100,000 Technology Sdn. Bhd.
φ MBf Management Management services 100 100 250,000 Sdn. Bhd.
φ MBf Media Sdn. Bhd. Media advertising 100 100 1,000,000
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
52 53
Effective Paid-up capital Interest (nominal value Name Principal Activities 2000 1999 per share of RM1) % %
MBf Payment Services Dormant 100 100 2,008,849 Sdn. Bhd.
MBf Printing Industry Printing and trading 100 100 1,000,000 Sdn. Bhd.
φ MBf Project Dormant 100 100 500,000 Management Sdn. Bhd.
^ MBf Property Services Property management, 100 100 2,000,000 Sdn. Bhd. consultancy services and property investment
φ MBf Protection Services Security services 100 100 250,000 Sdn. Bhd.
# MBf Research Sdn Bhd. Dormant - 100 250,000
MBf Resources Sdn. Bhd. Dormant 100 100 420,824
# MBf Food Services Food court management - 100 2,500,000 Sdn. Bhd.
~ MBf Restoran (Subang) Dormant 100 100 554,176 Sdn. Bhd.
φ MBf Trading Sdn. Bhd. Dormant 100 100 5,000,000
# MBf Vision Sdn. Bhd. Dormant - 100 1,500,000
MBf Real Growth Dormant 100 100 250,000 Sdn. Bhd.
MBf-Norinco Sdn. Bhd. General trading of heavy 51 51 8,479,946 equipment and spare parts
θ MBf-Peugeot Sdn. Bhd. Distribution and selling 61.63 61.63 17,388,850 of Peugeot cars
φ Melawati Management Management of 100 100 2 Sdn. Bhd. club facilities
φ Melawati Recreation Development and sales 100 100 1,200,000 Berhad of memberships of a recreation club
Morris Hedstrom MBf-Norinco Sdn. Bhd. Dormant - 51 2
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Effective Paid-up capital Interest (nominal value Name Principal Activities 2000 1999 per share of RM1) % %
φ Pacific Centre Sdn. Bhd. Property development 100 100 14,000,000
Pacific Rent A-Car Dormant 100 100 2 Sdn. Bhd.
φ Permodalan MBf Investment holding 100 100 25,500,000 Sdn. Bhd.
φ Peugeot Assistance Provision of insurance 61.63 61.63 2 Sdn. Bhd. renewal services and leasing of cars
Planworth (M) Sdn. Bhd. Dormant 100 100 1,100,000
TC Equity Sdn. Bhd. Dormant - 100 2
ϒ Timeshare Resorts Dormant 100 100 400,000 Sdn. Bhd.
~ Ultraluc Corporation Dormant - 100 2 Sdn. Bhd.
φ Wisma City Sdn. Bhd. Dormant 100 100 21,000,000
Incorporated outside Malaysia
Country of incorporation : Australia Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
♦ MBf Carpenters Investment 97.59 97.59 A$1 A$1 (Australia) Pty. Ltd. holding
♦ Carpenters Pacific Dormant 97.59 97.59 A$1 A$2 Trading Co. Pty. Ltd.
~ MBf Card Services Dormant - 100 A$1 A$2 (Australasia) Pty. Ltd.
♦+ MBf Carpenters Ltd Investment 97.59 97.59 - A$101,506,135 holding
~ MBfI International Investment - 100 A$1 A$400,000 Trading Pty. Ltd holding
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
54 55
Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
ϒ∝ MBfI Resorts Pty. Ltd. Property 100 100 A$1 A$13,064,894 investment and development
♦ MBfI Video Pty. Ltd. Dormant - 97.59 A$1 A$1,000,000
♦ MBfIAProperties Ltd. Dormant 97.59 97.59 A$1 A$5
♦ Sunset Island Resort Dormant 97.59 97.59 A$1 A$10 Management Pty. Ltd.
ϒ∝ Wirrina Resort Pty. Ltd. Resort 100 100 A$1 A$1,002 operations
Country of incorporation : British Virgin Islands
∝ MBf Carpenters Dormant 100 100 US$1 US$50,000 Vietnam Ltd.
φ MBf Discount Card Ltd Discount 53.45 72.39 US$1 US$2 cards services
Country of incorporation : China
∝ Hangzhou Xinma Manufacturing, 26.01 26.01 RMB1 RMB18,196,899 Elevator Co.Ltd. trading, installing and servicing of elevator and lifts
Country of incorporation : Fiji
♦ Carpenters Fiji Ltd Merchandising, 97.59 97.59 F$2 F$24,850,000 wholesaling and F$2 F$40,000 retailing, (Preference shares) automotive and heavy equipment
♦ Carpenters Steel Dormant 97.59 97.59 F$1 F$750,000 Company Ltd
♦ Coral Island Motors Ltd Dormant 97.59 97.59 F$1 F$1,000
♦ Hyundai Automotive Dormant 97.59 97.59 F$1 F$2 (Fiji) Ltd.
♦ Industrial and Marine Ship repair and 97.59 97.59 F$1 F$2,450,000 Engineering Ltd general F$1 F$1,200 engineering (Preference shares)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
♦ Properties Trust (Fiji) Ltd. Property 97.59 97.59 F$1 F$2,000,000 owners and ad m i n i s t r a t o r s
♦ W.R. Carpenter Investment 97.59 97.59 F$2 F$15,990,180 (South Pacific) Ltd holdings
♦ Woolworths Ltd Dormant 97.59 97.59 F$2 F$200
Country of incorporation : Guam
∝ Carpenters Guam Ltd Dormant 97.59 97.59 $1 $65,000
Country of incorporation : Hong Kong
∝ MBf Asian Development Ceased 100 70 US$1 US$10 Corporation Ltd. operation
φ∝ Grogram Ltd Investment 100 100 HK$1 HK$10,000 holding
^∝ MBf Asia Capital Investment 100 100 HK$10 HK$102,042,204 Corporation Ltd. holding
^∝ MBf Asia Capital Investment 100 100 HK$10 HK$50,473,450 Corporation holding Holdings Ltd.
MBf Card International Ltd. Credit card - 100 HK$10 HK$120,000,000 services HK$50,000,000 (Preference shares)
~ MBf Card and Travel Dormant - 70.94 HK$10 HK$20 Network International Ltd.
∝ MBf Discount Card Discount 53.45 72.39 HK$10 HK$2,000,000 International Ltd card services
MBf Discount Card Discount - 100 HK$10 HK$12,000,000 (HK) Ltd. card services
∝ MBf Education Group Investment 100 100 HK$1 HK$2 (H.K.) Ltd holdings and RM1 RM300,000 management services
^∝ MBf International Treasury 100 100 HK$1 HK$2 Finance Ltd services
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
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Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
φ∝ MBf International Ltd. Investment 100 100 HK$10 HK$108,561,150 holding
~ MBf Power Ltd Dormant - 70.94 HK$1 HK$39,000
ϒ∝ MBf Properties Investment 100 100 HK$1 HK$10,000 Holdings (HK) Ltd. properties
ϒ∝ MBf Property Services Ceased 100 100 HK$10 HK$20 (H.K.) Ltd. operation
∝ MBf Unit Trust Ceased 100 100 HK$10 HK$12,156,000 Managers Ltd operation
φ∝ Paradise Hotel & Resort Dormant 100 100 HK$10 HK$20 International Ltd.
∝ Vision Card Debit card 53.45 72.39 HK$10 HK$1,000 International Ltd and other related services
Country of incorporation : Papua New Guinea
∝ A.N.G. Development Ltd Tea and 97.59 97.59 K2 K121,174 coffee estates
∝ Arawa Motors Ltd Dormant 68.31 68.31 K1 K50,000
∝ Boroko Motors Ltd Automotive 97.59 97.59 K1 K1,500,000 dealer
∝ Higaturu Motors Ltd Automotive 72.22 72.22 K1 K200,000 dealer
∝ Island Estates Ltd Plantation 97.59 97.59 K2 K574,556 owner
∝ Manubada Dormant 97.59 97.59 K1 K250,000 Apartments Ltd.
∝ Merchants Ltd Property owner 97.59 97.59 K2 K1,800,000
∝ Pacific Trading Exporter 97.59 97.59 K0.50 K3 Company Ltd
∝ Pan Pacific Hardware 97.59 97.59 K1 K200,000 Wholesalers Ltd store operator
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
∝ Popondetta Plant Dormant 72.22 72.22 K2 K2,014 Hire Ltd
∝ Tovarur Plantations Ltd Plantation 97.59 97.59 K2 K100,014 owner
∝ W.R. Carpenter Investment 97.59 97.59 K1 K8,140,000 (PNG) Ltd holding
∝ W.R. Carpenter Nominee 97.59 97.59 K0.50 K3 (Nominees) Ltd company
∝ W.R. Carpenter Property 97.59 97.59 K0.50 K600,000 (Properties) Ltd owner
∝ WRC Ltd Oil mill 97.59 97.59 K2 K5,000,000 operator plantation estate owner/ Operator
Country of incorporation : Philippines
MBf Card, Inc. Business of - 58.63 P1 P80,000,000 credit cards
++ ♦ϒ MBf, Inc. Investment 93.46 58.63 P1 P365,708,770 holding
Country of incorporation : Singapore
ϒ Carpenters Shipping Dormant 97.74 97.74 S$1 S$100,000 (S) Pte. Ltd.
ϒ Ferrylink Shipping Dormant 97.74 97.74 S$1 S$3,500,000 (S) Pte. Ltd.
~ Global Equities Pte. Ltd. Investment - 100 S$1 S$4,500,000 holding
~ MBf American Foods Dormant 100 100 S$1 S$80,002 (S) Pte. Ltd.
∝ MBf Discount Card Discount cards 53.45 72.39 S$1 S$1,300,000 Pte. Ltd. and other related services
ϒ∝ MBf Investments Investment 100 100 S$1 S$8,319,502 Pte. Ltd. holding
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Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
ϒ∝ MBf Leasing (S) Pte. Ltd. Dormant 100 100 S$1 S$6,000,000
∝ MBf Nominees Dormant 100 100 S$1 S$2 (S) Pte. Ltd.
ϒ MBf Property Services Ceased 97.74 97.74 S$1 S$11,950,000 (Singapore) Pte. Ltd. operation
φ∝ MBf Trading (S) Pte. Ltd. Dormant 98.77 98.77 S$1 S$5,416,545
# MBf Insight Travel Dormant 84.36 84.36 S$1 S$14,193 Services Pte. Ltd.
Country of incorporation : Thailand
⊗∝ MBf Asia Capital Dormant 100 100 B1,000 B10,000,000 Corporation (Thailand) Ltd.
φ∝ MBf Discount Cards Discount card 70.42 70.42 B100 B3,500,000 (Thailand) Ltd and related services
φ∝ MBf Factors Factoring 100 100 B100 B100,000,000 (Thailand) Ltd services
Country of incorporation : Tonga
φ∝ MBf Bank Ltd. Banking 93.35 91.25 TP$10 TP$5,266,000 services
∝ MBf Insurance General 93.35 91.25 TP$1 TP$50,000 Services Ltd. insurance
∝ MBf Life Insurance Ltd. Dormant 93.35 91.25 TP$1 TP$50,000
Country of incorporation : Taiwan
♦ MBf Discount Card Dormant 100 100 NT$10 NT$500,000 (Taiwan) Ltd.
Country of incorporation : United Kingdom
∝ W.R. Carpenter & Co. Marketing of 97.59 97.59 £1 £1,000 (London) Pty. Ltd. agricultural £100,000 commodities (Redeemable preference shares)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Effective Nominal Principal Interest Value per Paid-up Name Activities 2000 1999 share Capital % %
Country of incorporation : United States of America
∝ MBf Wood Terrace Investment 100 100 US$0.10 US$100 Capital Corporation holding
Country of incorporation : Western Samoa
♦ Morris Hedstrom Me r c h a n d i s i n g , 86.44 86.44 WST1 WST1,875,000 Samoa Ltd re t a i l i n g , wholesaling, automotive, retailing and se r v i c i n g
♦ Subsidiaries audited by affiliates of Arthur Andersen & Co. Malaysia ∝ Subsidiaries not audited by Arthur Andersen & Co. + Quoted on the Australian Stock Exchange ++ Quoted on the Philippines Stock Exchange ^ Scheme subsidiaries with audit qualifications as disclosed in Note 46 ϒ Other subsidiaries with audit qualifications as disclosed in Note 46 ~ Deregistered # Placed under liquidation/ in the process of winding-up ⊗ Financial statements are prepared under the break up basis θ Scheme subsidiaries with audit emphasis of matters as disclosed in Note 46 φ Non-scheme subsidiaries with audit emphasis of matters as disclosed in Note 46
45. ASSOCIATED COMPANIES
Principal Effective Financial Country of Name Activities Interest Year End Incorporation 2000 1999 % %
Asian Trade Services Dormant 50 50 31 Malaysia Sdn. Bhd. December
BH P Steel Building Products Manufacturing 28.40 28.40 31 May Fiji South Pacific Ltd of steel building products
Carpenters Properties Ltd Property 48.70 48.70 30 June Fiji owner and administrators
Lintasan Wijaya Security Security 49 - 31 Malaysia Sdn. Bhd.(f.k.a. Lintasan services December Wijaya Sdn Bhd)
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Principal Effective Financial Country of Name Activities Interest Year End Incorporation 2000 1999 % %
MAN Truck & Bus (M) Dormant 50 - 31 Malaysia Sdn. Bhd. (f.k.a. Morris December Hedstrom – MBf Norinco Sdn. Bhd.)
MBf Eastern Star Education 40 40 31 Thailand International Ltd. December
MBf Educare Child Ceased 49 49 31 Thailand Development Centre operation December (Thailand) Co. Ltd.
MBf-HTH Technology Provision for 30 30 31 Malaysia Sdn. Bhd. car parking December management
MBf Trustees Berhad Trustee 21.16 21.16 31 Malaysia services December
MCI Carpenters Ltd Ship repair 48.80 48.80 31 March Fiji and engineering
National MBf Finance Merchant 49 49 31 Fiji (Fiji) Ltd banking December
NMBf Insurance (Fiji) General 49 49 30 June Fiji Company Ltd. insurance
National MBf Life Dormant 49 49 30 June Fiji Assurance (Fiji) Ltd.
North-Hamzahyeang Provision of 10.20 10.20 31 China Architectural Engineering architectural December Design Company Ltd consultancy services
TC Equities (Thailand) Ltd Investment 49 49 31 Thailand holding December
Unitrust Development Banking - 22.50 31 Philippines Bank, Inc December
Vegmark Ltd Farming - 30.76 31 Papua New Guinea December
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 46. AUDITORS’REPORT OF SUBSIDIARIES: AUDIT EMPHASIS OF MATTERS AND QUALIFICATIONS (i) Audit emphasis of matters
(a) Scheme companies (subsidiaries marked with “θ” as disclosed in Note 44)
Appropriateness of going concern basis of accounting is dependent on successful completion of its proposed restructuring exercise and continued financial support of MBf Holdings Berhad.
(b) Non-scheme companies (subsidiaries marked with “φ” as disclosed in Note 44)
Appropriateness of going concern basis of accounting is dependent on successful completion of MBf Holdings Berhad’s restructuring exercise and its continued financial support.
(ii) Audit qualifications
(a) Disclaimer
MBf Property Services Sdn. Bhd. (“MBf Property”), MBf Hotels (M) Sdn. Bhd. (“MBf Hotels”), Timeshare Resorts Sdn. Bhd. (“Timeshare”), MBf Asia Capital Corporation Ltd. (“MACCL”), MBf Asia Capital Corporation Holdings Ltd. (‘‘ M A C C H ’’), MBf International Finance Ltd.(“MIF”), MBf Properties Holdings (HK) Ltd.(“MPHHK”), MBf Property Services (H.K.) Ltd. (“MPSHK”), MBf Investments Pte. Ltd. (“MBf Investments”), MBf Leasing (S) Pte. Ltd. (“MBf Leasing”). Disclaimer based on the reasons that the respective subsidiary :
(i) continued to suffer losses during the year. (ii) was in a capital deficiency position. (iii) defaulted on the repayments of loans and interests. (iv) prepared the financial statements under the going concern basis of accounting that is considered inappropriate despite that the company’s ability to operate as a going concern is in doubt. (v) may not have fairly stated the value of a property as no professional valuation was done on the property. (vi) may not have fairly stated the value of the investment properties as no professional valuation was done on the investment properties since the date of its acquisition. (vii) being uncertain of the recoverability of AUD$1,521,900 (equivalent to approximately RM3,192,500) from the State Government of South Australia in relation to a construction project and no provision for doubtful debts is made in this respect. (viii) has not made any provisions for claims as disclosed in Note 47(l). (ix) has not make any provision for claims as disclosed in Note 47(m). (x) was unable to ascertain the amount owing to maintenance corporations due to incomplete records. (xi) was unable to ascertain the correctness of certain division’s accounts due to incomplete records.
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A. Scheme companies (subsidiaries marked with “^” as disclosed in Note 44)
Subsidiaries Reasons
MBf Property (i), (ii), (iii), (viii) & (ix) MACCL (i) & (iii) MACCH (i), (ii), (iv) & (vi)
B. Other companies (subsidiaries marked with “γ” as disclosed in Note 44)
Subsidiaries Reasons
MPSHK (i), (ii) & (iv) MPHHK (i), (ii), (iv) & (v) MIF (i), (ii), (iii) & (iv) MBf Investments (ii) & (vii) MBf Hotels (i), (ii), (iv) & (xi) Timeshare (iv) & (x) MBf Leasing (ii)
(b) Except for
(i) MBf, Inc.
Share of results of an associated bank for the year ended 31 December, 2000 was based on unaudited financial statements of the bank.
(ii) MBfI Resorts Pty. Ltd.
- Appropriateness of going concern basis of accounting is dependent on successful completion of MBf Holdings Berhad’s restructuring exercise and its continued financial support.
- Unreconciled intercompany balances and recoverability of the amounts due from certain related companies.
- the realisable value of the core resort included in Building and Improvements of AUD 7.8 million (“equivalent to approximately RM16.3 million”) may not be fairly stated as no independent professional valuation was done.
(iii) MBf Property Services (Singapore) Pte. Ltd., Ferrylink Shipping (S) Pte. Ltd and Carpenters Shipping (S) Pte. Ltd.
Inappropriateness of going concern basis of accounting.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 47. SIGNIFICANT EVENTS During the year,
(a) the Group has increased its investment in MBf Bank Limited (“MBf Bank”) via a capital injection of TP$ 1,266,000 (equivalent to approximately RM2,434,000) thereby increasing the Group’s effective equity interest in MBf Bank to 93.35% (1999: 91.25%);
(b) a subsidiary, MBf Asia Capital Corporation Holdings Ltd together with its subsidiary, MBf Card International Ltd. (“MCI”), signed an agreement with eBanker USA.com Inc to dispose certain accounts receivables of MCI to the latter for a total consideration of HK$60.2million (equivalent to approximately RM29.4million);
(c) a subsidiary, MBf Asia Capital Corporation Holdings Ltd signed an agreement with Online Credit Ltd to dispose to the latter:
(i) its entire shareholdings of 12,000,000 ordinary shares of HK$10.00 each in MBf Card International Ltd for a total consideration of HK$21,094,000 (equivalent to approximately RM10,292,000), and
(ii) its entire shareholdings of 1,200,000 ordinary shares of HK$10.00 each in MBf Discount Card (HK) Ltd for a total consideration of HK$279,000 (equivalent to approximately RM136,000);
(d) the Group sold 41,448,000 shares in MBf Capital Berhad (“MBf-C”) for a net consideration of RM40,851,000, thereby reducing the Group’s investment in MBf-C from 8.03% to 2.73%;
(e) the Group sold 17,602,000 shares in Sri Hartamas Berhad (“SHB”) for a net consideration of RM14,478,000, thereby reducing the Group’s investment in SHB from 6.95% to 4.9%;
(f) a wholly-owned subsidiary, MBf Education Group Sdn Bhd disposed its entire equity interest in TC Equity Sdn Bhd comprising 2 shares of RM1.00 each to a third party for a total cash consideration of RM1,000;
(g) a wholly-owned subsidiary, MBf Equities Sdn Bhd
(i) subscribed for 299,998 shares of RM1.00 each for cash in Lintasan Wijaya Security Sdn. Bhd. (“Lintasan Wijaya”);
(ii) entered into an agreement to divest 51% equity interest comprising 153,000 shares of RM1.00 each in Lintasan Wijaya for a total consideration of RM153,000;
(h) a wholly-owned subsidiary, MBf Asia Capital Corporation Limited entered into a Sale and Purchase agreement to dispose 914,850 shares representing 17.38% equity interest in MBF Cards (M’sia) Sdn Bhd to a third party for a total cash consideration of RM29,207,000;
(i) a subsidiary, MBf Inc. (“MBfI”) entered into various agreements to:
(i) dispose 80,000,000 ordinary shares of Php 1 each in MBf Card Inc. representing the entire equity interest therein to Unitrust Development Bank (“UDB”) for a total consideration of Php 16,000,000 (equivalent to RM1,333,000);
(ii) dispose 700,000 ordinary shares of Php 100 each in UDB representing 27% equity interest therein to a third party for a total consideration of Php 63,000,000 (equivalent to RM5,248,000),
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
64 65
(j) the Company (“MBf H”) entered into a conditional Sale and Purchase agreement with MBf Asia Capital Corporation Holdings Limited as the vendor, for the acquisition of 480,000,000 shares in MBf Carpenters Limited (“MBf Carpenters”) representing approximately 95.96% of the issued and paid-up share capital of MBf Carpenters for a total consideration of AUD64,080,000 to be satisfied via the issuance of new MBf H Shares, MBf H Debt A which will be issued with Warrants on the basis of two (2) Warrants for every five (5) New MBf H Shares or RM5.00 MBf H Debt A,
(k) the Company (“MBf H”) entered into a conditional Sale and Purchase agreement with MBf Asia Capital Corporation Limited as the vendor for the acquisition of 2,685,000 shares in MBF Cards (M’sia) Sdn Bhd (“MBF Card”) representing 51.0% of the issued and paid-up share capital of MBF Card for a total consideration of RM85,725,000 to be satisfied via the issuance of new MBf H Shares, MBf H Debt B which will be issued with Warrants on the basis of two (2) Warrants for every five (5) new MBf H Shares or RM5.00 MBf H Debt B,
(l) On 11 August, 2000, the High Court of Kuala Lumpur (“High Court”) found MBf Property Services Sdn Bhd (“MBf Property”), a wholly owned subsidiary of the Company, together with Metrolux Sdn Bhd (the owner and developer of a piece of land at Bukit Antarabangsa where MBf Property acted as its project manager) to be jointly liable for 20% of the damages sustained by the residents of Blocks 2 and 3 of Highland Towers (“the Suit”). MBf Property being one of the ten defendants in the Suit, has appealed against the High Court’s decision.
The directors are of the opinion that the maximum exposure, if any, arising from the Judgement amounts to RM10 million as advised by the Group’s solicitors. However, the eventual quantum of the damages has not been assessed by the High Court as at the date of this report and therefore, there is an uncertainty as to the ultimate exposure to be sustained by MBf Property. Pending the outcome of its appeal, no provision for any liability that may result has been made in the accounts of MBf Property or the Group for the financial year ended 31 December, 2000.
In addition to the above, two separate suits have been filed with the High Court for loss of lives, property losses and compensation in relation to the collapse of Block 1 of Highland Towers.
These suits have been put in abeyance pending the outcome of the Suit on Blocks 2 and 3. MBf Property is one of the nine defendants in the suits of Block 1. The directors are unable to ascertain the quantum of damages, if any, at this juncture.
(m) Various developers of which MBf Property is the project manager participated in a marketing scheme whereby purchasers are not required to service end financing loan interest until the issuance of Certificate of Fitness (“CF”) for occupation. Certain projects were completed with only Temporary Certificate of Fitness (“TCF”). A number of purchasers have filed legal action against the Company citing that they do not have to service the interest until CF. The Court of Appeal on 24 January, 2000 decided that the purchasers need not service interest on their loans until the issuance of CF and MBf Property to keep the purchasers indemnified for interest paid. The directors, supported by legal advice are of the opinion that the developers are obliged to service the interest and not MBf Property. As such, no provision has been made in the financial statements in connection with the above claims.
The transactions in (a) to (i) were completed during the year while transactions in (j) and (k) are pending the approvals of the relevant authorities.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) 48. SUBSEQUENT EVENTS Subsequent to the year end,
(a) a wholly owned subsidiary, MBf Equities Sdn Bhd,
(i) entered into a Sale and Purchase agreement to dispose its entire equity interest in MBf Payment Services Sdn Bhd comprising 2,009,000 ordinary shares of RM1.00 to a third party for a cash consideration of RM1.00;
(ii) entered into a Sale and Purchase agreement to dispose off its entire equity interest in Planworth (M) Sdn Bhd comprising 1,100,000 ordinary shares of RM1.00 each to a third party for a cash consideration of RM1.00.
The above transactions were completed subsequent to the year end.
(b) a subsidiary, MBf Commercial Vehicles Sdn Bhd (“MBfCV”) was placed under provisional liquidation on 15 January, 2001. The High Court of Malaya at Kuala Lumpur granted a Winding- Up Order against MBfCV on 29 March, 2001 with the appointment of a liquidator;
(c) two wholly-owned subsidiaries, MBf Restoran (Subang) Sdn Bhd and MBf Educare Sdn Bhd were struck off from the register by the Registrar of Companies;
(d) the Company entered into a Joint Venture Agreement with MAN Nutzfahrzeuge Aktiengesellschaft (“MAN”) to use MAN Truck & Bus (M) Sdn Bhd as the joint venture company to operate MAN Bus and Truck business based on a shareholding of 30:70 respectively; and
(e) shareholders of the Company have at an Extraordinary General Meeting approved and authorised the directors of the Company, subject to the approval of all relevant authorities, to:
(i) establish and administer an Employees Share Option Scheme (“ESOS”) for the benefit of eligible employees and full-time salaried executive directors of the Company and its subsidiaries; and
(ii) offer to the following directors of the Company an option to subscribe for the ordinary shares of the Company under the ESOS:
Maximum allotment Director Designation of new shares
Dato’ Loy Teik Ngan Managing Director 500,000 Azizan bin Abdul Rahman Executive Director 400,000 Kalimullah bin Masheerul Hassan Executive Director 400,000
49. RESTRUCTURING EXERCISE The Company and certain of its subsidiaries are undergoing a corporate restructuring exercise to restructure their facilities. The corporate restructuring of debts, including compromising the lenders of the relevant related corporations and capital reduction in the Company were approved by the shareholders of the Company at an Extraordinary General Meeting held on 10 January, 2001 and subsequently sanctioned by the High Court of Malaya at Kuala Lumpur on 17 April, 2001.
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Among others, the shareholders of the Company have, subject to the approval of the relevant authorities, duly approved the following resolutions as set out in MBf H’s Circular to the Shareholders dated 19 December, 2000:
Special resolution Description
1 Proposed reduction of Share Capital by reducing the value of the existing paid-up and issued share from RM0.50 each to RM0.05 each (“Proposed Reduction of Share Capital”).
2 Proposed consolidation of shares on the basis of every 20 ordinary shares of RM0.05 each into 1 ordinary share of RM1.00 each (“Proposed Consolidation”).
3 Proposed reduction of Share Premium of RM513,842,000 by setting off against the accumulated losses of the Company.
4 Proposed amendment to the par value of the Company authorised Share Capital from RM1,500,000,000 divided into 3,000,000,000 ordinary shares of RM0.50 each to RM1,500,000,000 divided into 1,500,000,000 ordinary shares of RM1.00 each by increasing the par value from RM0.50 each to RM1.00 each.
Ordinary resolution Description
1 Proposed acquisition of 95.96% equity interest of MBf Carpenters Ltd from MBf Asia Capital Corporation Holdings Limited, a wholly owned subsidiary, for a total purchase consideration of AUD64,080,000 where the purchase consideration will be satisfied via the issuance of new MBf H shares and USD denominated Redeemable Convertible Secured Loan Stocks (“USD RCSLS A”).
2 Proposed acquisition of 51.0% equity interest of MBF Card (M’sia) Sdn Bhd from MBf Asia Capital Corporation Limited, a wholly owned subsidiary, for a total purchase consideration of RM85,725,000 where the purchase consideration will be satisfied via the issuance of new MBf H shares and USD denominated Redeemable Convertible Secured Loan Stocks (“USD RCSLS B”).
3 Proposed issue of warrants whereby approval is given for the Company to issue 11,509,106 warrants to the existing shareholders of the Company on the basis of 1 warrant for every 5 new MBf H shares held upon completion of the Proposed Reduction of Share Capital and Proposed Consolidation.
4 Proposed issue of Redeemable Convertible Secured Loan Stocks (“RCSLS”), whereby pursuant to the Proposed Local Debts Restructuring Schemes whereby approval is given to the Company to issue the RCSLS as part settlement for the outstanding debts pursuant to the Proposed Local Debts Restructuring Schemes in accordance with the voluntary deed of settlement to be executed between the Company and the relevant scheme creditors.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Ordinary resolution Description
5 Proposed issue of new MBf H shares, pursuant to the Proposed Debts Restructuring Schemes* whereby approval is given for the Company to issue new MBf H shares together with attached warrants (if applicable) pursuant to the following:
(i) Proposed Local Debts Restructuring Schemes*, (ii) Proposed Offshore Debts Restructuring Schemes*, and (iii) Conversion of nominal value of USD RCSLS B*.
6 Authority to allot and issue additional warrants and new ordinary shares of RM1.00 each in the Company to holders of additional warrants exercising their rights whereby the Directors are authorised to allot and issue additional warrants pursuant to any adjustments in accordance with the provision of the Deed Poll and such appropriate number of new MBf H shares in accordance with the Deed Poll issued as fully paid to the holders of additional warrants who exercise their rights to subscribe for the new MBf H shares.
The successful implementation of the restructuring exercise is dependent on the approval of the relevant authorities and the lenders of the relevant related corporations.
Pending the approval of the relevant authorities, there are significant uncertainties that may affect future operations of the Company and its ability to maintain and repay debts. The ultimate effect of this which may be material, on the accounts cannot presently be determined, and accordingly the accounts do not include any adjustments that may result from these uncertainties.
* As defined in the MBf H’s Circular to the Shareholders dated 19 December, 2000.
50. COMPARATIVE FIGURES The presentation of the financial statements for the current year has been changed to adopt the format as prescribed by Malaysian Accounting Standards Board Standard 1: Presentation of Financial Statements. Comparative figures have been reclassified to conform with this presentation, where necessary.
51. CURRENCY All amounts are in Ringgit Malaysia unless otherwise stated.
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We, TUNKU DATO SERI ISKANDAR BIN TUNKU ABDULLAH and DATO’ LOY TEIK NGAN, being two of the directors of MBf HOLDINGS BERHAD, do hereby state that, in the opinion of the directors, the financial statements set out on pages 13 to 68 give a true and fair view of the state of affairs of the Group and of the Company as at 31 December, 2000 and of the results and cash flows of the Group and of the Company for the year then ended, and have been properly drawn up in accordance with applicable approved accounting standards in Malaysia.
Signed on behalf of the Board in accordance with a resolution of the directors
TUNKU DATO SERI ISKANDAR BIN TUNKU ABDULLAH, S.P.T.J., D.S.N.
DATO’LOY TEIK NGAN, D.I.M.P.
Petaling Jaya Dated: 26 April, 2001
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) I, YAPBOON TECK , the officer primarily responsible for the financial management of MBf HOLDINGS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 13 to 68 are, to the best of my knowledge and belief correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by ) the abovenamed YAP BOON TECK at ) Petaling Jaya in Selangor Darul Ehsan ) on 26 April, 2001 ) YAP BOON TECK
Before me: M. Khandimaddi (No: B106) Commissioner for Oaths
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To the Members of
MBf HOLDINGS BERHAD
We have audited the financial statements set out on pages 13 to 68. These financial statements are the
responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the directors, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
We report as follows:
(1) The management together with their consultants are currently working on the restructuring exercise as
elaborated in Note 49 to the financial statements, which is conditional upon the approval of the relevant
regulatory authorities. The outcome of the restructuring exercise could result in adjustments being made
to certain amounts and classification of assets and liabilities of the Company and the Group, the final
outcome of which is uncertain as at the date of this report.
(2) For the year ended 31 December, 2000, the Company and the Group incurred net losses of
RM681,911,000 and RM167,843,000 respectively and, as of that date, the Company’s and the Group’s
current liabilities exceeded their current assets by RM815,174,000 and RM1,140,496,000 respectively.
These factors, along with the matters as highlighted in paragraph (1) above, raised substantial doubt that
the Company and the Group will be able to continue as a going concern. The ability of the Company and
the Group to continue as a going concern is dependent upon the successful outcome of the restructuring
exercise elaborated in Note 49 to the financial statements and resumption of normal operations and
return to profitability of the Company and the Group. The financial statements of the Company and the
Group do not include any adjustments to the amounts and classification of assets and liabilities that might
be necessary should the Company and the Group be unable to continue as a going concern.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) In view of the significance of the matters discussed in the preceding paragraphs, we are unable to form an opinion
as to whether the financial statements have been prepared in accordance with the provisions of the Companies
Act, 1965 and applicable approved accounting standards in Malaysia and give a true and fair view of the state of
affairs of the Company and of the Group as at 31 December, 2000 and of the results and cash flows of the
Company and of the Group for the year then ended; and the matters required by Section 169 of the Companies
Act, 1965 to be dealt with in the financial statements.
However, in our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with
the provisions of the Act.
We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have
not acted as auditors, as indicated in Note 44 to the financial statements, being financial statements that have
been included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by us
for these purposes.
The audit reports on the financial statements of the subsidiaries were not subject to any qualification or any
adverse comment made under subsection (3) of Section 174 of the Act, other than as disclosed in Notes 44 and
46 to the financial statements.
Arthur Andersen & Co. Wong Kang Hwee
No. AF 0103 No. 1116/01/02(J)
Public Accountants Partner of the Firm
Dated: 26 April, 2001
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
72 73
Authorised Capital RM 1,500,000,000.00
Issued and Paid-up Capital RM 575,455,300.50
Class of Shares Ordinary Shares of Fifty Sen Each
Total Number of Shares Issued 1,150,910,601
Number of Shareholders 36,874
Voting Rights 1 vote per ordinary share
REGISTERED SUBSTANTIAL SHAREHOLDERS
No. of Shares % of Name of Shareholder Direct Indirect Issued Capital
Puan Sri Datin Loy Ling Lee Hung 1,370 42,883,075 * 3.73
Dato’Loy Teik Ngan 11,418,000 42,884,445** 4.72
Sri Hartamas Berhad 108,636,087 9.44
Leisure Holidays Holdings Sdn Bhd 32,220,875 2.80
Notes:
* Deemed interested by virtue of her interests in MBf Holdings Berhad (MBf-H) shares through Leisure Holidays Holdings Sdn Bhd, Regal Crest Sdn Bhd and Estate of Tan Sri Dato’ Loy Hean Heong in accordance with Section 6A of the Companies Act, 1965.
** Deemed interested by virtue of his interests in MBf-H through Leisure Holidays Holdings Sdn Bhd and Puan Sri Datin Loy Ling Lee Hung.
ANALYSIS OF SHAREHOLDINGS No. of % of No. of % of Category Holders Holders Shares Issued Capital
Less than 1,000 Shares 768 2.08 267,485 0.02
1,000 to 10,000 Shares 29,247 79.32 120,015,186 10.44
10,001 to 100,000 Shares 6,475 17.56 176,804,673 15.36
100,001 to less than 5% issued shares 320 0.87 77,730,570 6.75
5% and above of issued shares 64 0.17 776,092,687 67.43
Total 36,874 100.00 1,150,910,601 100.00
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) TOP 30 SHAREHOLDERS AS PER REGISTER AND RECORD OF DEPOSITORS % of Name No. of Shares Issued Capital
1. ARAB-MALAYSIAN NOMINEES (TEMPATAN) SDN BHD 108,636,087 9.44 Beneficiary : Pledged Securities Account For Sri Hartamas Berhad
2. ORIENTALNOMINEE (TEMPATAN) SDN BHD 32,220,875 2.80 Beneficiary : Pledged Securities Account For Leisure Holidays Holdings Sdn Bhd
3. THE CENTRAL DEPOSITORY (PTE) LIMITED 14,167,694 1.23
4. KESTREL SECURITIES NOMINEES (ASING) SDN BHD 11,418,000 0.99 Beneficiary : Levinworth Investments Limited
5. LEMBAGA TABUNG ANGKATAN TENTERA 10,000,000 0.87
6. ARAB-MALAYSIAN NOMINEES (TEMPATAN) SDN BHD 9,744,250 0.85 Beneficiary : Pledged Securities Account For Loy Teik Hok
7. CARTABAN NOMINEES (ASING) SDN BHD 7,687,475 0.67 Beneficiary : Standard Chartered Bank Corporate Banking Group Singapore For Ku Yu Sang
8. MAYBAN NOMINEES (ASING) SDN BHD 5,796,484 0.50 Beneficiary : The Bank of New York ADR Program for MBf Holdings Berhad
9. SOUTHERN NOMINEES (TEMPATAN) SDN BHD 5,391,450 0.47 Beneficiary : Pledged Securities Account For The Estate of Tan Sri Dato’ Loy Hean Heong
10. MAYBAN NOMINEES (TEMPATAN) SDN BHD 5,200,000 0.45 Beneficiary : Dexia Bil Asia Singapore Limited For The Estate of Tan Sri Dato’ Loy Hean Heong
11. ONG HUEY PENG 4,035,000 0.35
12. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 3,000,000 0.26 Beneficiary : Pledged Securities Account For Pasdec Corporation Sdn Bhd
13. HDM NOMINEES (ASING) SDN BHD 2,946,000 0.26 Beneficiary : Vickers Ballas & Company Pte Ltd For Thakral Corporation Ltd
14. HLG NOMINEE (ASING) SDN BHD 2,421,000 0.21 Beneficiary : Bank of China Nominees (Pte) Ltd For Inderbethal Singh Thakral
15. CHAN WAN MOI 2,386,000 0.21
16. CITICORP NOMINEES (ASING) SDN BHD 2,228,250 0.19 Beneficiary : CBNY For The Pacific Rim Small Company Series
17. WONG HOK YIM 2,000,000 0.17
18. HDM NOMINEES (ASING) SDN BHD 1,936,500 0.17 Beneficiary : Phillip Securities Pte Ltd For Ong Goon Hoi
19. HDM NOMINEES (TEMPATAN) SDN BHD 1,904,000 0.17 Beneficiary : Town Hang Securities Co Ltd For Dato’ Lim Cheng Pow
20. HDM NOMINEES (TEMPATAN) SDN BHD 1,800,000 0.16 Beneficiary : Grand Orient Securities Pte Ltd For Tan Hwa Sing
21. HSBC NOMINEES (ASING) SDN BHD 1,680,000 0.15 Beneficiary : Mscoil For True Luck Investment (Account B)
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
74 75
% of Name No. of Shares Issued Capital
22. CITICORP NOMINEES (ASING) SDN BHD 1,521,000 0.13 Beneficiary : CBNYFor DFA International Small Cap Value Portfolio
23. OSK NOMINEES (TEMPATAN) SDN BHD 1,500,000 0.13 Beneficiary : Lum Chang Securities Pte Ltd For Kok Pok Chai
24. MAYBAN NOMINEES (ASING) SDN BHD 1,497,456 0.13 Beneficiary : The Bank of New York
25. MALAYSIANOMINEES (TEMPATAN) SDN BHD 1,400,000 0.12 Beneficiary : Pledged Securities Account For Tan Sri Datuk Arshad Bin Ayub
26. AMSEC NOMINEES (TEMPATAN) SDN BHD 1,321,000 0.11 Beneficiary : Pledged Securities Account For Lim Choon Tong
27. HSBC NOMINEES (ASING) SDNBHD 1,310,000 0.11 Beneficiary : Natwest Offshore Ltd For Peter Maurice Haley
28. F.I.T. NOMINEES (ASING) SDN BHD 1,249,990 0.11 Beneficiary : Platium Broking Co Ltd For Rajinderpal Thakralbutra
29. TA NOMINEES (TEMPATAN) SDN BHD 1,246,000 0.11 Beneficiary : Pledged Securities Account For Lim Choon Tong
30. TCLNOMINEES (ASING) SDN BHD 1,109,000 0.10 Beneficiary : OCBC Securities Private Limited For Gan Juay Kiat
Total 248,753,511 21.62
AMERICAN DEPOSITORY RECEIPTS PROGRAMME AS AT 31 DECEMBER 2000
MBf Holdings Berhad (“MBfH”) had on 23 September 1993 entered into a Deposit Agreement with The Bank of New York as Depository and Owners and holders of American Depository Receipts (“ADRs”) to establish a sponsored Level-1 ADR program. The amended Deposit Agreement was signed on 23 August 1999.
Under the Deposit Agreement, ordinary shares of MBfH shall be deposited from time to time with the custodians as agents of the Depository for the creation of ADRs representing the shares so deposited in the ratio of 1:20. Each ADR shall represent 20 ordinary shares of MBfH at RM0.50 each.
As at 31 December 2000, the position of MBfH’s ADR was as follows:-
a) Malayan Banking Berhad (“Maybank”) is the sole custodian holding the securities of MBfH’s ADRs.
b) The total number of ADRs outstanding for MBfH was 366,697 representing 7,293,940 ordinary shares of RM0.50 each or 0.63% of MBfH’s issued and paid-up share capital. Maybank is having custody of 3,550,336 ordinary shares of MBfH whilst 3,743,604 ordinary shares are held in the Central Limit Order Book (“CLOB”).
c) The Bank of New York is the depository bank for the ADRs.
d) ADRs are traded Over-The-Counter market in the United States of America Capital Market.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Tenure: Freehold
Address Total Age of NBV Usage / Area Building (RM'000) Description Purpose
STATE : FEDERAL TERRITORY
Jalan Melawati 3, 28,328 sq m 16 years 21,548 Land and Operation Taman Melawati, building as Club 53100 Kuala Lumpur. -Kelab House Century Paradise
STATE : JOHOR DARUL TAKZIM
No 17 Jalan Sri Bahagia 282 sq m 18 years 211 Double storey Vacant Johor Bahru semi detached house
Unit 8-01 Menara TJB 91 sq m 353 Office Lot To sell/let Jalan Syeh Mohd Mufti, Johor Bahru
STATE : PULAU PINANG
4.01-4.03 4th Floor , MBf Tower 330 sq m 8 years 1,346 Office Office use 53 , Jalan Sultan Ahmad Shah, by Branch Penang .
527, Jalan Tanjung Bungah, 4,275 sq m 6 years 13,088 Apartments Resort Penang - 6 units
Lot No:960, 3612, 3613, 824 sq m 6 years 2613 Hotel suite Operation Town of Tanjung Bungah, - 12 units of Hotel North East District, Penang.
COUNTRY : FIJI
C.T. 6984, Lot 2 D.p. 1430 1,266 sq m - 226 Vacant land Use for Rodwell Road, Suva container storage by Carpenter Shipping
C.T. XI/ 05, Narewa Nadi 3,235 sq m - 87 Vacant Land Used for Nadi timer storage by Carpenters hardware.
C.T. 27176 4,223 sq m 43 years 1,461 Office / Leased to C.T. 27325 Workshop Grand Rosawa Street, Labasa Eastern Hotel Carpenters Motors - Office / Workshop
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
76 77
Address Total Age of NBV Usage / Area Building (RM'000) Description Purpose
C.T. 9416, Lot 20 D.P. 2197 3,696 sq m 43 years 139 Store Morris Savusavu Hedstrom Store
C. G. 932, Nakama, Savusavu 48,522 sq m 43 years 44 Store Vacant
C.T. XI/05, Nasratha Naliko 6,321 sq m 43 years 45 Store Morris Somosomo, Taveuni Hedstrom Store
C.T. 18215,N.G. Patel Road, 6,298 sq m 63 years 1,828 Store Morris Nausori Hedstrom Store
COUNTRY : PAPUA NEW GUINEA
9 Section 24, Kasagten Street 5,477 sq m 33 years 289 Showroom Showroom Madang
- Portion 251, Tokua East 2,007,000 sq m] 43 years 895] Various buildings ] Co m m e r c i a l ] ] associated ] use - ] ] with copra ] coconut & ] ] and cocoa ] coco ] ] production ] plantation ] ] and residences ] - Portion 79, Kabakal South 133,300 sq m] ] ] - Portion 80, Tabaratua 223,350 sq m] ] ] - Portion 2891, Ulavelo 4,205,600 sq m] ] ] - Portion 2893, Ulavelo 43,800 sq m] ] ] - Portion 2894, Ulavelo 101,000 sq m] ] ] - Portion 249, Nuwok 1,725,000 sq m] ] ] - Portion 715, Tovarur 1,500,000 sq m] ] ] Kokopo Coastal ] ] ] ] ] ] - Portion 242, Gunanur 4,545,000 sq m] ] ] - Portion 243, Gunanur 1,626,500 sq m] ] ] - Portion 244, Gunanur 1,284,500 sq m] ] ] - Portion 245, Gunanur 1,235,000 sq m] ] ] - Portion 231, Taboona 9,561,800 sq m] ] ] - Portion 232, Ralabang 4,240,000 sq m] ] ] - Portion 233, Ralabang 5,009,000 sq m] ] ] - Portion 332, Ralabang Extended 1,717,000 sq m] ] ] Kokopo Isdand
Portion 128, 162 58,100 sq m 43 years 3,368 Oil Mill Co m m e r c i a l Rabaul use - oil mill factory
COUNTRY : AUSTRALIA
Wirrina Resort Seemed Valley, 3,443,994 sq m 5 years 6,519 Resort Operation South Australia of Resort / Hotel / Convention
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Address Total Age of NBV Usage / Area Building (RM'000) Description Purpose
Wirrina Resort Seemed Valley, 701 sq m 4 years 1,699 Land Vacant South Australia
COUNTRY : SAMOA
Salelologa, Savaii 1,179 sq m 65 years 23 Residence Residence
TENURE : LEASEHOLD
Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
STATE : FEDERAL TERRITORY
No 11 & 15 ,Jalan 4/93, 11.8.2086 945 sq m 5 years 1,772 3 storey Office and Taman Miharja, shophouse Showroom Kuala Lumpur. for motors
113, Jalan 3/93, 11.8.2086 473 sq m 6 years 414 3 storey Vacant Off Jalan Lombong, shophouse Tmn. Miharja, Phase 3B, 2 1/2 Miles, Cheras, Kuala Lumpur.
10-12-07, 2079 79 sq m 0 133 Condominium Let out to Petaling Indah third party Condominium Jalan 1C/149, Off Jalan Sungai Besi Kuala Lumpur
Unit D-9-1, Level 10 11.08.2086 260 sq m 13 years 743 Office Occupied Block D, by MBf Menara Uncang Emas Property 85 Jalan Loke Yew Services Kuala Lumpur
Unit D-9-2, Level 10 11.08.2086 135 sq m 13 years 386 Office Occupied Block D, by MBf Menara Uncang Emas Property 85 Jalan Loke Yew Services Kuala Lumpur
Unit D-9-3, Level 10 11.08.2086 132 sq m 13 years 377 Office Use as Block D, store Menara Uncang Emas 85 Jalan Loke Yew Kuala Lumpur
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
78 79
Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
STATE : MALACCA
Malacca Park Villa, 09.08.2076 1,161 sq m 6 years 525 Apartment Resort Air Keroh, - 15 Units Malacca.
NO:C-01-06(12), 09.08.2076] 104 sq m 6 years 212 Condominium Operation First Floor, Block C, ] - 1 unit of Hotel Malacca Village ] Paradise Resort ] Malacca. ] ] NO: F-05-18(A3), 09.08.2076] Condominium Operation Fifth Floor, Block F, ] - 1 unit of Hotel Malacca Village ] Paradise Resort ] Malacca. ]
STATE : SELANGOR DARUL EHSAN
Lot 42, Jalan 16/6 10.12.2067 725 sq m 9 years 383 Double storey Leased as a Section 16, detached house Ki n d e r g a r t e n Petaling Jaya
Lot B2-10-10, 2099 82 sq m 2 years 261 Office Vacant Leisure Commerce Square, Pusat Dagang Setia Jaya, No. 9 Jalan PJS 8/9, 46150 Petaling Jaya.
Lot B2-09-01, 2099 77 sq m 2 years 250 Office Vacant Leisure Commerce Square, Pusat Dagang Setia Jaya, No. 9 Jalan PJS 8/9, 46150 Petaling Jaya.
Lot A1-1282, Leisure 2099 106 sq m 2 years 325 Office Vacant Commerce Square, Pusat Dagang Setia Jaya No. 9 Jalan PJS 8/9, 46150 Petaling Jaya
Puchong Land 2089 4,900 sq m - 7,640 Land Vacant H.S.(D) 48952PT. NO.5195 Puchong
PT 5195 Puchong, 18.09.2087 19,749 sq m 16,810 Factory Factory / Mukim of Petaling Office Daerah Petaling.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
STATE : JOHOR DARUL TAKZIM
H.S.(D) 68909 , 30.03.2082 30,144 sq m 3,463 Land Vacant PT 2960 Mukim of Pulai , Johor Bahru
COUNTRY : SAMOA
Salelologa , Savaii 30.09.2012 3,328 sq m 65 years 108 Store Store
COUNTRY : FIJI
22 Edinburgh Drive, 31.5.2043 12,103 sq m 43 years 1,522 Office and Carpenters Suva Warehouse for shipping - Part of Section J airfreight and office, shipping warehouse operations and airfreight office
3A, Section 2, 31.8.2014 1,110 sq m 43 years 177 A single storey Morris Ellery Street concrete building Hedstrom for storage stationery Store and partly tenanted
Lot 46, 4 Milne Road 30.6.2050 2,250 sq m 47 years 238 Residential Residential Muanikau, Suva property Property used by Group Chief Executive
C.L.3390,88, 19.04.2048 13,480 sq m 43 years 2,242 Carpenter Carpenters Foster Road, Motors Used Motors - Walu Bay, Suva Car Area, Used car Heavy area, Mechanical heavy Repairs,New mechanical Car Storage/ repairs, Vehicle Bond Vehicles Store storage and vehicle bond storage.
C.L.4914, Argo Street, 28.02.2071 5,606 sq m 28 years 2,045 Carpenters Carpenters Walu Bay ,Suva Motors ( Service Motors Center ) service centre
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
80 81
Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
C.L.4038, 31.08.2064 2,505 sq m 38 years 1,569 Carpenters Carpenters Foster Road, Motors Motors Walu Bay ,Suva Showroom, showroom, Plant & plant & Machinery, Machinery Tyre Centre and tyre centre.
CL3692, Eliza Street 1.12.2062 1,643 sq m 36 years 528 Office and Office & Walu Bay, Suva workshop Workshop
Lot 7 & 8, Section 1, 31.12.2063 875 sq m 36 years 205 Vacant Land Used for D. P. 279, car parking Naviti Street, Lautoka
C.L.4492, 31.05.2066 25,611 sq m 43 years 3,484 Carpenters Carpenters Lot 1, 2, 3, 4, 5, 6 & 7 Motors & Motors and Waterfront Road, Carpenters shipping Lautoka, BA Shipping Yard Yard
L 255467,Lot 1,2 & 3 31.12.2085 1,313 sq m 50 years 784 Office Carpenters 6-8 Saga Street, Warehouse Lautoka
Nasekula street 25.06.2068 2,022 sq m 26 years 207 Service station Carpenters Labasa 146026 Motors service station
Rosawa Street, ] 25.01.2011] 191 Carpenters Carpenters C.L.116A, C.L.3283, ] ] 1,911 sq m Motors Motors - C.L.2583 ] ] Showroom and Showroom Matasawa, Labasa ] ] Garage and garage area
Naliko, Taveuni 31.5.2030 759 sq m 43 years - Store Morris Hedstrom Store
Sawanabuli, Taveuni 31.5.2030 1,062 sq m 43 years 2 Store Morris Hedstrom Store Vuniduva, Taveuni 31.5.2030 1,820 sq m 43 years - Bulkstore Morris Hedstrom Bulk Store
COUNTRY : PAPUANEW GUINEA
5 Section, 26.1.2065 6,811 sq m 18 years 3,334 Panel Shop Co m m e r c i a l 38 Cameron Road Office / use offices, 10,11 & 12 Section 38. 28.8.2068] 18,100 sq m Showroom showroom & Cnr. Waigani Dve, 27.1.2065] Workshops Port Moresby ]
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
3 section 43 10.6.2063 1,682 sq m 33 years 4,934 Residential Let out to 5 section 43 30.5.2053 1,315 sq m apartments third parties Lawes Road, x 10 units Port Moresby
10 Section 93 16.12.2063 1,189 sq m 33 years 172 Flats - 4 units Staff 4 Section 93 16.12.2063 1,315 sq m 158 Double Storey accommodation Pruth Road, House Port Moresby
8 Section 94 29.9.2064 1,163 sq m 33years 218 Flats - 4 unit Staff 12 Section 91 26.1.2065 1,315 sq m 33years 98 Flats - 2 unit accommodation Korobosea Dr, Port Moresby
22 Section 115 17.6.2069 449 sq m ] 33 years 136 House ] Staff 15, 16, 17, 18 & ] - 6 units ] accommodation 19 Section 206 17.6.2069 647 sq m ] ] Jabiru Street, 498 sq m ] ] Port Moresby 490 sq m ] ] 450 sq m] ] 454 sq m] ]
21 Section 42 29.7.2066 1,657 sq m 33 years 213 2 storey Staff Baimumu Street bungalow accommodation Port Moresby
13 Section 78 17.1.2067 1,874 sq m 33 years 230 3 blocks of Staff Nuana Street, 2 storey staff flat accommodation Port Moresby - 9 units
8 Section 106 9.7.2068 956 sq m 33 years 62 House Staff Hornbill Road, accommodation Port Moresby
9 Section 106 9.7.2068 956 sq m 33 years 58 House Staff Hornbill Cres., accommodation Port Moresby
6 Section 20 25.5.2065 546 sq m 33 years 34 Double Storey Staff 8 Section 20 15.5.2065 546 sq m 33 years 34 House accommodation Pine Street, Port Moresby
119 Section 6 19.10.2065 809 sq m 33 years 114 2 storey flats Staff Walnut Street - 4 units accommodation Port Moresby
1 section 98, Lot 1 16.05.2067 530 sq m 33 years 21 House Staff Dotterel Street, accommodation Port Moresby
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
82 83
Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
Lot 10/11 Section 37 09.2064 5,747 sq m - 1,047 Panel shop / Commercial use Kunai Street Hohola, Office - panelshop & Port Moresby off i c e s
5 Section 73 3.2.2065 1,275 sq m 28 years 57] 2 storey flats ] Staff 6 Section 74 4.2.2065 1,609 sq m 28 years 137] - 4 units. ] accommodation Watergum Street, Lae
1 & 14 Section 21 30.8.2055 5,349 sq m 28 years 502 Workshops Workshops Mangola Avenue , Lae
87 Section 32 17.9.2053 1,341 sq m 28 years 90 House Staff Palm Road, Lae accommodation
17 Section 41 19.8.2057 3,410 sq m 28 years 90 House Staff Oleander Avenue, Lae accommodation
7 Section 174 17.8.2072 840 sq m 28 years 104 Flats - 5 Units Staff Geo Place, Lae accommodation
1 Section 18 22.5.2050 8,170 sq m 28 years 921 Sales Office Commercial use Monoro Road, Lae - showroom & offices
17 Section 95 14.10.2069 546 sq m 28 years 28 Double Storey Staff Tern Street, Lae House accommodation
4 Section 58 2.8.2071 546 sq m 28 years 26 Double Storey Staff Kingfisher Road, Lae House accommodation
5 Section 13 3.9.2079 3,490 sq m - 1,249 Warehouse / Commercial MilfordHaven Road, Lae Showroom use - showroom & warehouse
2 Section 12 20.12.2001 7,689 sq m 33 years 87 6 Timber Staff 12 Section 24 25.10.2083 5,410 sq m 33 years 298 boarded houses, accommodation Modilon Road, car sales yard, Madang store room
12 Section 13 10.5.2056 1,948 sq m 33 years 81 House Staff Beauhina Avenue, accommodation Madang
15 Section 5 13.7.2060 2,022 sq m 33 years 90 House Staff Kalibobo Dr, Madang accommodation
2 Section 24 25.3.2063 1,169 sq m 33 years 169 4 units of 2 Staff Kumba Street, bedroom accommodation Mt. Hagen residence
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Address Expiry Total Age of NBV Usage / Date Area Building (RM'000) Description Purpose
5 Section 19 15.12.2010 2,610 sq m 33 years 398 Automotive Commercial Moka Place , Complex use - showroom Mt. Hagen & workshop
5 Section 8 13.8.2062 1,358 sq m 33 years 92 Workers Staff Pena Place, Quarters / accommodation Mt. Hagen House
4 Section 34 29.4.2064 1,482 sq m 33 years 29] 1 storey ] Staff 5 Section 34 29.4.2064 1,368 sq m 33 years ] Residence ] accommodation Pena Place, Mt. Hagen
4 Section 37 26.5.2065 660 sq m 38 years 46 3 Units of 2 Staff Off Ambu Street, bedroom accommodation Mt. Hagen residence
27 Section 9 7.8.2079 960 sq m 38 years 223 5 townhouses Staff Wonye Road, accommodation Mt. Hagen
24 section 42 14.9.2065 1,012 sq m 38 years 68 Double Storey Staff Kupanda Steet, House - 2 Units accommodation Mt. Hagen
- Portion 77/88 5.10.2081 15,470,000 sq m 38 years 3,303 Various buildings Commercial - Portion 410 26.8.2081 1,280,000 sq m 38 years 524 associated with use - coffee & Kudjip, the production tea estate Mt. Hagen Estate and processing of coffee.
- Portion 74 25.6.2063 8,903,180 sq m 38 years 960 Various buildings Commercial Kindeng , associated with use - coffee & Mt. Hagen Estate the production tea estate and processing of coffee and tea.
- Portion 414 Aviamp, 25.7.2080 6,373,800 sq m 38 years 812 Coffee and tea Commercial Mt. Hagen Estate plantation use - coffee & tea estate
- Portion 412, Kigabah 29.3.2054 1,193,835 sq m 38 years 208 Various buildings Commercial Mt. Hagen Estate associated with use - tea the production estate and processing of coffee.
- Portion 61, Sigri 9.01.2059 1,104,803 sq m 38 years 291 Various buildings Commercial Mt. Hagen Estate 14.6.2012 364,221 sq m associated with use - tea the production estate and processing of coffee.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
84 85
Address Expiry Total Age of NBV Usage / D a t e A r e a B u i l d i n g ( R M ' 0 0 0 ) D e s c r i p t i o n P u r p o s e
-Portion 75, 2 7 . 0 5 . 2 0 6 4 5,463,315 sq m 38 years 4 6 1 Various buildings C o m m e r c i a l Bunum Wo , associated with use - coff e e Mt. Hagen Estate the production & tea estate and processing of coff e e
- Portion 188 1 4 . 9 . 2 0 7 2 17,000 sq m 43 years - associated C o m m e r c i a l - Portion 569B 1 . 1 . 2 0 1 2 6,842 sq m administrative, use - oil mill Oil Mill (Copra) m a i n t a i n a n c e , f a c t o r y distribution and residential buildings
Takubar Complex 3 0 . 6 . 2 0 1 6 - - 1 , 0 6 6 Showroom / C o m m e r c i a l K o k o p o Wo r k s h o p use - showroom & w o r k s h o p
8 Section 20 1 4 . 2 . 2 0 7 9 1,009 sq m 33 years - 2 low set duplex S t a ff 9 Section 20 1 4 . 2 . 2 0 7 9 1,224 sq m 33 years - b u i l d i n g s . a c c o m m o d a t i o n Gavara Street, P o p o n d e t t a
-9 Section 8 7 . 9 . 2 0 6 1 4,224 sq m 33 years 7 8 1 storey C o m m e r c i a l Perumba Street, automotive spare use - P o p o n d e t t a parts and s h o w r o o m s h o w r o o m , b u i l d i n g s
14 section 8 2 9 . 4 . 2 0 6 4 2,514 sq m 33 years 8 7 Workshop, tyre C o m m e r c i a l Perumba Street, storage building, use - P o p o n d e t t a d e t a c h e d warehouse & r e s i d e n c e . w o r k s h o p
1 Section 48 1 4 . 2 . 2 0 7 8 2,548 sq m - 3 8 5 Showroom / C o m m e r c i a l K i m b e Wo r k s h o p use - showroom & workshop
C O U N T RY : CHINA
Jian De To w n 2 0 4 9 33,295sq m - 2 , 7 6 0 L a n d O ffice & factory Shin An Jiang City u s e C h i n a
C O U N T RY : HONG KONG
Units 1-10, 26th Fl, 3 0 . 0 6 . 2 0 4 7 1,970 sq m 4 year 2 5 , 8 9 5 O ffice Space use as office, Island Place To w e r, and let out to North Point, third party Hong Kong
BUILDING UNDER CONSTRUCTION
A d d r e s s Total Age of N B V Usage / A r e a B u i l d i n g ( R M ' 0 0 0 ) D e s c r i p t i o n P u r p o s e
C O U N T RY : A U S T R A L I A
Wirrina Resort Seemed Va l l e y, 859 sq m - 1 , 1 6 3 B u i l d i n g C o n v e n t i o n South A ustralia Business
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) The Audit Committee shall be governed by the following terms of reference.
COMPOSITION OF AUDIT COMMITTEE The Committee shall be appointed by the Board from among its members and shall consist of not less than 3 members of whom a majority shall not:
(a) be executive directors of the company or any related corporation; (b) comprise a spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an executive director of the company or of any related corporation; or (c) comprise persons having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the functions of the Committee.
The Committee shall elect a chairperson from among its members who is not an executive director or employee of the company or any related corporation.
In the event that a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of the event, appoint such number of new members as may be required to make up the minimum number of 3 members.
TERMS OF MEMBERSHIP Members of the Committee shall be appointed for an initial term of 3 years after which they will be eligible for reappointment.
MEETINGS The Committee shall meet at least four times a year.
In addition, the chairperson shall convene a meeting of the Committee if requested to do so by any member, the management or the internal or external auditors to consider any matter within the scope and responsibilities of the Committee.
ATTENDANCE AT MEETINGS The group financial controller, the head of internal audit, and a representative of the external auditors shall normally attend meetings. However, the Committee may invite any person to be in attendance to assist it in its deliberations.
SECRETARY TO AUDIT COMMITTEE Any one of the company secretaries shall be the secretary of the Committee and shall be responsible for drawing up the agenda in consultation with the chairperson. The agenda together with relevant explanatory papers and documents shall be circulated to Committee members prior to each meeting.
The secretary shall be responsible for keeping the minutes of the meeting of the Committee, circulating them to Committee members and for ensuring compliance with KLSE requirements.
QUORUM A quorum shall consist of a majority of Committee members who are non-executive directors.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
86 87
AUTHORITY The Committee is authorised by the Board to investigate any activity within its terms of reference. It has free access to all information and documents it requires for the purpose of discharging its functions and responsibilities.
The Audit Committee is also authorised to obtain outside legal or other independent professional advice as it considers necessary.
DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Committee shall be:
• to review the company's and group's quarterly and annual financial statements before submission to the Board. The review shall focus on:
- any changes in accounting policies and practices
- major judgemental areas
- significant audit adjustments from the external auditors
- the going concern assumption
- compliance with accounting standards
- compliance with stock exchange and legal requirements
• to review with the external auditors their audit plan, scope and nature of audit for the company and the group.
• to assess the adequacy and effectiveness of the systems of internal control and accounting control procedures of the company and the group by reviewing the external auditors' management letters and management response.
• to hear from the external auditors problems and reservations arising from their interim and final audits.
• to review the internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken by management in response to audit findings.
• to review any related party transactions that may arise within the company or the group.
• to consider the appointment of the external auditors, the terms of reference of their appointment and any question of resignation or dismissal.
• to undertake such other responsibilities as may be agreed by the Committee and the Board.
• to report to the Board its activities, significant results and findings.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) NOTICE IS HEREBYGIVEN that the THIRTY-EIGHTH ANNUALGENERALMEETING of MBf Holdings Berhad will be held at Ballroom 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ 1, 47600 Subang Jaya, Selangor Darul Ehsan on Friday, 29 June 2001 at 10.00 am for the purpose of transacting the following businesses :
AGENDA 1. To receive and adopt the Report of the Directors and the Audited Statement of Accounts for the year ended 31 December 2000 together with the Report of the Auditors thereon. (Resolution 1)
2. To approve the payment of Directors’ Fees amounting to RM211,500/- in respect of the year ended 31 December 2000 (1999 : RM266,002) (Resolution 2)
3. To re-elect the following Directors retiring pursuant to Article 90 of the Company’s Articles of Association as Directors of the Company.
i) Encik Azizan bin Abdul Rahman (Resolution 3) ii) Encik Kalimullah bin Masheerul Hassan (Resolution 4) iii) Tan Sri Chong Chin Shoong (Resolution 5)
4. To re-elect Dato’Loy Teik Ngan who is retiring pursuant to Article 96 of the Company’s Articles of Association as a Director of the Company. (Resolution 6)
5. To re-appoint Arthur Andersen & Co. as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 7)
AS SPECIAL BUSINESS 6. To consider and if thought fit, to pass the following resolutions:-
ORDINARY RESOLUTION
AUTHORITY TO ISSUE SHARES BY DIRECTORS (Resolution 8) “THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and approvals from other governmental/regulatory bodies where such approvals shall be necessary, full authority be and is hereby given to the Directors pursuant to Section 132D of the Companies Act 1965, from time to time to issue and allot ordinary shares from the unissued capital of the Company upon such terms and conditions and at such times as may be determined by the Directors of the Company to be in the interest of the Company provided always that the aggregate number of shares to be issued pursuant to this Resolution in any one financial year shall not exceed 10 percent of the issued capital for the time being of the Company.”
SPECIAL RESOLUTION
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (Special Resolution 1) “THAT, the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as contained in Annexure I of the Annual Report 2000 be and are hereby approved.”
7. To transact any other business appropriate to an Annual General Meeting.
BYORDER OF THE BOARD
YAP BOON TECK DING LIEN BING Secretaries
Petaling Jaya 31 May 2001
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
88 89
Notes
1. A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote in his stead.
2. A proxy need not be a member of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its Common Seal or the hand of its attorney.
4. All forms of proxy must be deposited at the Registered Office of the Company at Block B1, Level 9, Pusat Dagang Setia Jaya (Leisure Commerce Square), No. 9 Jalan PJS 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
5. Explanatory Note on Ordinary Resolution The Ordinary Resolution proposed under item 6, if passed, will give the Directors of the Company, from the date of the above General Meeting, authority to issue and allot ordinary shares from the unissued capital of the Company being for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in General Meeting, expires at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier.
6. Explanatory Note on Special Resolution The Special Resolution proposed under item 6, if passed will give effect to the amendments to the Articles of Association of the Company (“Articles”) as stated in Annexure I of the Annual Report 2000 and render the Articles consistent with the revamped Listing Requirements of the Kuala Lumpur Stock Exchange.
The announcement on the proposed amendments to the Articles of Association of the Company was made to the Kuala Lumpur Stock Exchange on 11 May 2001.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Articles of Association of MBf Holdings Berhad are proposed to be amended in the following manner as approved by the Kuala Lumpur Stock Exchange vide its letter dated 30 April 2001
Article 2 To insert additional definition under Article 2:
“Securities Account” : An account established by the Central Depository for a depositor for the recording of deposit of securities and for dealing in such securities by the Depositor.
To replace the existing definition with the new definition:
Existing definition: “Deposited Security” : A security standing to the credit of a securities account and includes securities account that is in suspense.
New definition: “Deposited Security” : Shall have the meaning given in section 2 of the Securities Industry (Central Depositories) Act 1991.
To replace the existing definition with the new definition:
Existing definition: “Members” : Any person/persons for the time being holding shares in the Company and whose names appear in the Register of Members (except the Malaysian Central Depository Nominees Sdn Bhd); including depositors whose names appear on the Record of Depositors.
New definition: “Members” : Includes a depositor who shall be treated as if he were a member pursuant to section 35 of the Securities Industry (Central Depositories) Act 1991 but excludes the Central Depository in its capacity as a bare trustee.
Article 3(f) To replace the existing Article with the new Article:
Existing Article: Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or where any resolution to be submitted to any such meeting directly affects their rights and/or privileges or when no dividend shall have been declared on such preference shares for a period of more than 6 months after the anniversary of the date on which the previous preference dividend was paid.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
90 91
New Article: (1) The holder of a preference share must be entitled to a right to vote in each of the following circumstances:- (a) when the dividend or part of the dividend on the share is in arrears for more than 6 months; (b) on a proposal to reduce the company’s share capital; (c) on a proposal for the disposal of the whole of the company’s property, business and undertaking; (d) on a proposal that affects rights attached to the share; (e) on a proposal to wind up the company; and (f) during the winding up of the company.
(2) The holder of the preference share must be entitled to a return of capital in preference to holders of ordinary shares when the company is wound up.
(3) A holder of preference share must be entitled to the same rights as a holder of an ordinary share in relation to receiving notices, reports and audited accounts, and attending meetings.
Article 9 To delete the following existing Article in its entirety:
Where two or more persons are registered as the holders of any shares, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the provisions following: -
(a) Except in the case of Executors or Administrators of a deceased shareholder, the Company shall not be bound to register more than three persons as the holders of any share.
(b) The joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share.
(c) On the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit.
(d) Any one of such joint holders may give effectual receipts for any dividend payable to such joint holders.
(e) Only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders.
Article 10(A) To insert the following new Article immediately after Article 10:
NEW ISSUE OF SECURITIES All new issues of new securities for which listing is sought on the Exchange is to be made by way of crediting the securities account of the allottees with such securities save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act. The Company shall notify the Central Depository of the names of the allottees and all such particulars required by the Central Depository to make the appropriate entries in the securities account of such allottees.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Article 12 To replace the existing Article with the new Article:
Existing Article: Subject to the provisions of the Act, the Central Depositories Act and the Rules, each registered member shall be entitled without payment to receive within ten (10) market days after allotment up to a maximum of ten (10) share certificates in reasonable denominations in respect of his holding, or within fifteen (15) market days after lodgement of transfer one certificate for his share upon payment of RM3.00 or such other sum as may be permitted by the Stock Exchange provided that in the case of joint holders the Company shall not be bound to issue more than one certificate for the same shares and delivery of such certificate to anyone of the joint holders shall be sufficient delivery to all. If any registered member shall require more than ten (10) certificates in respect of the shares allotted to and subscribed by him, he shall pay such sum not exceeding RM3.00 per certificate for every additional certificate or such other sum as may from time to time be permitted by the Stock Exchange. Where a registered member transfer only part of the shares comprised in a certificate the old certificate shall be cancelled and a new certificate in replacement thereof for the balance of such shares will be issued without charge. Every certificate issued shall be under the Seal of the Company.
New Article The Company shall issue and allot all securities and despatch notices of allotment to the allottees and make an application for the quotation of such securities within the stipulated time frame as prescribed under the Listing Requirements or such other period as may be prescribed by the Exchange from time to time.
Article 18 To delete the following existing Article in its entirety:
The joint holders of a share shall be jointly and severally liable for the payment of all calls and instalments in respect thereof.
Article 36 To delete the following existing Article in its entirety:
Subject to the restrictions of these Articles, the Central Depositories Act and the Rules (with respect to transfer of deposited security), any Member may transfer all or any of his shares and no transfer shall be registered unless a proper instrument of transfer duly stamped has been delivered to the Company along with the relative share certificate except as provided in the Act. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof.
Article 37 To replace the existing Article with the new Article:
Existing Article: The instrument of transfer of any share shall be in writing in the usual common form approved from time to time by the stock exchanges.
New Article: The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Central Depository in accordance with the Rules and, notwithstanding sections 103 and 104 of the Act, but subject to subsection 107C(2) of the Act and any exemption that may be made from compliance with subsection 107C(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed securities.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
92 93
Article 39 To amend the words “eighteen (18)” to “twelve (12)” as highlighted:
The Register of Transfers may be closed at such time and for such period as the Directors may from time to time determine Provided Always that it shall not be closed for more than thirty (30) days in any year. Any notice of intention to fix a books closing date and the reason thereof shall be published in a daily newspaper circulating in Malaysia and shall also be given to the Stock Exchange; such notice shall state the books closing date, which shall be at least eighteen (18) twelve (12) clear market days after the date of notification to the Stock Exchange, and the address of share registry at which documents will be accepted for registration. The said notice shall also state the purpose or purposes for which the register is being closed. At least three (3) market days prior notice shall be given to the Central Depository to prepare the appropriate Record of Depositors provided that where the Record of Depositors is required in respect of corporate actions at least seven (7) market days prior notice shall be given to the Central Depository.
Article 44 To delete the following existing Article and replace with the new Article:
Existing Article: In the case of the death of a member the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.
New Article: In the case of death of a member, the executors or administrators of the deceased shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of such deceased member from any liability in respect of any share which has been held by him.
Article 47(a) To insert the following new Article immediately after Article 47:
(1) Where: -
(a) the securities of a company are listed on a stock exchange which is specified to be as approved market place in the Securities Industry (Central Depositories) (Exemption) (No 2) Order 1998 (hereinafter referred to as “Approved Market Place”).
(b) such company is exempted from compliance with section 14 of the Securities Industry (Central Depositories) Act 1991 or section 29 of the Securities Industry (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules of the Central Depository in respect of such securities,
such company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the company in the jurisdiction of the Approved Market Place (hereinafter referred to as “the Foreign Register”), to the register of holders maintained by the registrar of the company in Malaysia (hereinafter referred to as “the Malaysian Register”) provided that there shall be no change in the ownership of such securities.
(2) For the avoidance of doubt, no company which fulfills the requirements of subparagraphs (1)(a) and (b) above shall allow any transmission of securities from the Malaysian Register into the Foreign Register.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Article 57 To delete the following existing Article in its entirety:
Notwithstanding article 56 above the Company may apply to the relevant stock exchanges on which its shares are listed for waiver of convening Extraordinary General Meetings to obtain shareholders approval for further issues of shares (other than bonus or rights issues) where the aggregate issues of which in any one financial year do not exceed 10 per cent of the issued capital.
Article 63 To replace the existing Article with the new Article:
Existing Article: Subject to the provisions of the Act relating to the convening of meeting to pass Special Resolutions 14 days’ notice at the least , specifying the place, the day and the hour of meeting, and in the case of special business the general nature of such business (accompanied by statement regarding the effect of any proposed resolution in respect of such special business) shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of General Meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened in such manner as such persons may approve. The accidental omission to give such notice to, or the non-receipt of such notice by any such person shall not invalidate any resolution passed or proceeding had at any such meeting. At least 14 days’ notice of every General Meeting shall be given by advertisement in the daily press and in writing to each stock exchange upon which the Company’s shares are listed.
New Article: The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least 14 days’ notice or 21 days’ notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange upon which the company is listed.
Article 63(a) To replace the existing Article with the new Article:
Existing Article: The Company shall be by written request made in duplicate in the prescribed form, request the Central Depository at least 3 market days prior to and not including the date of the notice of the general meeting, to prepare the Record of Depositors to whom notices of general meetings shall be given by the Company.
New Article: The Company shall request the Central Depository in accordance with the Rules, to issue a Record of Depositors to whom notices of general meetings shall be given by the Company.
Article 63(b) To replace the existing Article with the new Article:
Existing Article: The Company shall inform the Central Depository of the dates of general meetings and shall in written request made in duplicate in the prescribed form, request the Central Depository at least 3 market days prior to and not including the date of the general meeting, to prepare the Record of Depositors. The General Meeting Record of Depositors shall be the final record of all depositors who shall be deemed to be the registered holders of ordinary shares of the Company eligible to be present and vote at such meetings.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
94 95
New Article: The Company shall also request the Central Depository in accordance with the Rules, to issue a Record of Depositors, as at a date not less than 3 market days before the general meeting (hereinafter referred to as “the General Meeting Record of Depositors”).
Subject to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 (where applicable), a depositor shall not be regarded as a member entitled to attend any general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors.
Article 78(a) and Article 78(b) To insert the following new Articles immediately after Article 78.
Article 78(a) Where the capital of a company consist of shares of different monetary denominations, voting rights shall be prescribed in such a manner that a unit of capital in each class, when reduced to a common denominator, shall carry the same voting power when such right is exercisable.
Article 78(b) Where a member of the company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.
Article 80 To delete the following existing Article in its entirety:
In the case of joint holders of shares, any one of such persons may vote but if more than one of such persons be present at a meeting, the person whose name stands first on the Register of Members shall alone be entitled to vote.
Article 95(c) To replace the existing Article with the new Article:
Existing Article: Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a Director shall be vacated.
(c) If he absents himself from the meetings of Directors for a period of 6 months without leave of absence from the other Directors and they pass a resolution that he has by reason of such absence vacated his office.
New Article: Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a Director shall be vacated.
(c) If he is absent from more than 50% of the total Board of Directors’ meetings held during a financial year.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Article 96 To replace the existing Article with the new Article:
Existing Article: At the Annual General Meeting in every year, any Director bound to retire under Article 90 and one-third of the other Directors (excluding a Managing Director or Joint Managing Directors) for the time being, or if the number is not a multiple of three, then the number nearest to one-third shall retire from office so that all Directors (excluding a Managing Director or Joint Managing Directors) shall retire from office once at least in each three years. A retiring Director shall retain office until the close of the meeting at which he retires.
New Article: At the Annual General Meeting in every year, any Director bound to retire under Article 90 and one-third of the other Directors for the time being, or if the number is not a multiple of three, then the number nearest to one-third shall retire from office so that all Directors shall retire from office once at least in each three years. A retiring Director shall retain office until the close of the meeting at which he retires.
Article 100 To amend the word “five (5)” to “three (3)” as highlighted:
The Directors may from time to time appoint any one or more of their body to be Managing Director or Managing Directors of the Company but if such appointment is for a fixed term, such term shall not exceed five (5) three (3) years and upon such terms as they think fit, and may vest in such Managing Director or Managing Directors such of the powers hereby vested in the Directors generally as they may think fit, and such powers may be made exercisable for such period or periods and upon such conditions and subject to such restrictions, and generally upon such terms as to remuneration and otherwise as they may determine. The remuneration of a Managing Director may be by way of salary or commission or participation in profits, or by any or all of these modes or otherwise as may be thought expedient provided that no remuneration shall be by way of commission or percentage on turnover.
Article 102 To replace the existing Article with the new Article
Existing Article: A Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation, and he shall not be taken into account in determining the rotation of retirement of Directors, but he shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other Directors of the Company, and if he cease to hold the office of Director for any cause, he shall, subject to any special agreement to the contrary, ipso facto and immediately cease to be a Managing Director.
New Article: A Managing Director shall be subject to the control of the Board of Directors and while he continues to hold that office, be subject to retirement by rotation once every three (3) years, and he shall be taken into account in determining the rotation of retirement of Directors.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
96 97
Article 115 To insert as highlighted to the existing Article:
Any Director may from time to time and at any time appoint any person (approved by a majority of the other Directors for the time being) to be an alternate Director of the Company, and may at any time remove the alternate Director so appointed by him from office. An alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall be entitled to receive notices of and attend all meetings of the Directors, and to vote as a Director at any such meeting at which the Director appointing him is not present, and generally in the absence of his appointor to perform all the functions of his appointor as a Director. An alternate Director may be removed from office by resolution of the Board, and shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of alternate Directors made by any Director in pursuance of the provisions of this Article shall be in writing under the hand of the Director making the same and left at the office. Any fee paid by the Company to the Alternate Director shall be deducted from the remuneration of the Director appointing him.
Article 135 To delete the following existing Article in its entirety:
In case several persons are registered as the joint holders of any share any one of such persons may give effectual receipts for all dividends payable in respect thereof.
Article 144(a) To insert the following new Article immediately after Article 144.
The interval between the close of a financial year of the company and the issue of the annual audited accounts, the directors’and auditors’reports shall not exceed 4 months.
Article 147 To delete the following existing Article in its entirety:
All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of Members, and any notice so given shall be sufficient notice to the holders of such shares.
Article 155 To insert the following new Article after Article 154
EFFECT OF THE LISTING REQUIREMENTS
(1) Notwithstanding anything contained in these articles, if the Listing Requirements prohibit an act being done, the act shall not be done.
(2) Nothing contained in these articles prevents an act being done that the Listing Requirements require to be done.
(3) If the Listing Requirements require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) (4) If the Listing Requirements require these articles to contain a provision and they do not contain such a provision, these articles are deemed to contain that provision.
(5) If the Listing Requirements require these articles not to contain provision and they contain such a provision, these articles are deemed not to contain that provision.
(6) If any provision of these articles is or becomes inconsistent with the Listing Requirements, these articles are deemed not to contain that provision to the extent of the inconsistency.
(7) For the purpose of this article, unless the context otherwise requires, “Listing Requirements” means the Listing Requirements of Kuala Lumpur Stock Exchange including any amendments to the Listing Requirements that may be made from time to time.
Upon incorporating the above-mentioned amendments into the Articles of Association, to renumber the Articles accordingly.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K )
98 99
I / We ______of ______
______
being a member/members of MBf Holdings Berhad hereby appoint ______
o f ______
or failing him ______of ______
______
or failing him, the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday 29 June, 2001 at 10.00 am. and at any adjournment thereof. My/our proxy is to vote as indicated below:
ORDINARY RESOLUTION FOR AGAINST
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8 SPECIAL RESOLUTION Special Resolution 1
Please indicate with 'x' in the appropriate spaces how you wish your votes to be cast. If you do not indicate how you wish your proxy to vote on any resolution, the proxy will vote as he thinks fit, or at his discretion, abstain from voting.
Signed this ______day of ______2 0 0 1 .
NO OF SHARES
______Signature / Common Seal
N o t e s
1 . A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.
2 . Where a member appoints two (2) proxies, their appointments shall be invalid unless he specified the proportion of his holding to be represented by each proxy.
3 . This instrument appointing the proxy must be deposited at the Registered Office of the Company at Block B1, Level 9, Pusat Dagang Setia Jaya (Leisure Commerce Square), No.9, Jalan PJS 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
4 . If the member is a corporation, the instrument appointing the proxy should be executed under its common seal in accordance with the provisions of its Articles of A s s o c i a t i o n .
5 . Any alteration made on the proxy form should be initialled by the person who signs it.
MBf HOLDINGS B E R H A D ( 5 2 2 3 - K ) Fold this flap for sending
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To : MBf HOLDINGS BERHAD Block B1, Level 9, Pusat Dagang Setia Jaya (Leisure Commerce Square), No.9, Jalan PJS 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan
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