Report of the Auditors to the Members of Yeo Hiap Seng
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Contents 1 Notice of Annual General Meeting 3 Statement Accompanying Notice of Annual General Meeting 4 Financial Highlights of the Group 5 Five-Year Summary 6 Corporate Information 7 Board of Directors 8 Directors’ Profile 15 Chairman’s Statement 21 Perutusan Pengerusi 26 Statement on Corporate Governance 33 Statement On Internal Control 35 Audit Committee Report 39 Statement on Directors’ Responsibilities 40 SOYRICH High Protein Soy Milk 42 YEO’S Green Tea 44 CINTAN Instant Noodles 46 Financial Statements 81 Group Property Particulars 83 Statement of Shareholdings Proxy Form Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Twenty-Ninth Annual General Meeting of Yeo Hiap Seng (Malaysia) Berhad will be held at the Registered Office of The Company, No. 7, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan, Malaysia, on Thursday 22 May 2003 at 2.00 p.m. for the following purposes: AGENDA 1. To receive the Directors’ Report and Financial Statements ended 31 December 2002 Ordinary and the Auditors’ report thereon. Resolution 1 2. To approve the payment of a Final Dividend of 6.5% tax exempt for the financial year Ordinary ended 31 December 2002. Resolution 2 3. To approve the Directors’ remuneration of RM53,583 for the financial year ended 31 Ordinary December 2002. Resolution 3 4. To re-elect the following Directors who retire in accordance with the Articles of Ordinary Association of the Company: Resolution 4 a) Mr Tan Teow Choon pursuant to Article 75 4a b) (i) Mr Philip Ng Chee Tat 4b(i) (ii) Mr Tjong Yik Min 4b(ii) (iii) Mr Chan Wai Ming 4b(iii) (iv) En. Mohamed Nizam bin Abdul Razak 4b(iv) pursuant to Article 80; 5. To propose a resolution that pursuant to Section 129(6) of the Companies Act, 1965, Ordinary Raja Dato’ Hj. Redzwa bin Raja Tun Uda be reappointed a Director of the Company Resolution 5 to hold office until the next Annual General Meeting of the Company. 6. To appoint Auditors and to authorise the Directors to fix their remuneration. Ordinary Resolution 6 7. As special business to consider and, if thought fit, to pass the following resolution as Special a special resolution:- Resolution 7 AMENDMENT TO ARTICLE 86 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY THAT the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as set out in Appendix 1 of the Circular to Shareholders dated 30 April 2003 be and are hereby approved. 8. To transact any other business of which due notice has been given. YEO HIAP SENG (MALAYSIA) BHD 1 Notice of Dividend Entitlement and Payment NOTICE IS HEREBY GIVEN that a final dividend of 6.5% tax exempt in respect of the financial year ended 31 December 2002, if approved by members at the Annual General Meeting to be held on Thursday 22 May 2003, will be paid on 18 July 2003. The entitlement date for the dividend payment is 23 June 2003. A depositor shall qualify for entitlement only in respect of:- a) Securities transferred into the Depositor’s Securities Account before 4.00p.m. on 23 June 2003 in respect of ordinary transfers; and b) Securities deposited into the Depositor’s Securities Account before 12.30p.m. on 19 June 2003 in respect of securities exempted from mandatory deposit; and c) Securities bought on Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the Kuala Lumpur Stock Exchange. By order of the Board Christine Ann Goon FCIS Group Company Secretary (MAICSA 0753399) Petaling Jaya Date: 30 April 2003 Notes: 1. A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to appoint one proxy to attend and vote in his stead. Such proxy need not be a member of the Company. 2. The instrument of appointing a proxy, in the case of an individual, shall be signed by the appointor or by his attorney duly authorised in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney of the corporation duly authorised. 3. The instrument appointing the proxy must be deposited at the Registered office of the Company at No. 7, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. 2 YEO HIAP SENG (MALAYSIA) BHD Statement Accompanying Notice of Annual General Meeting 1) The Directors who are offering themselves for re-election/re-appointment at the Twenty-Ninth Annual General Meeting of the Company are as follows :- a) Mr Tan Teow Choon pursuant to Article 75 of the Articles of Association of the Company b) (i) Mr Philip Ng Chee Tat (ii) Mr Tjong Yik Min (iii) Mr Chan Wai Ming (iv) En Mohamed Nizam bin Abdul Razak pursuant to Article 80 of the Articles of Association of the Company 2) Details of Attendance of Directors at Board meetings The attendance record of Directors at Board meetings held during the financial year ended 31 December, 2002 are as follows :- Name of Directors Attendance 1. Philip Ng Chee Tat 2/2 * 2. Raja Dato’ Hj. Redzwa Bin Raja Tun Uda 4/4 3. Brig. Gen (R) Dato’ Yahya Bin Yusof 4/4 4. Tan Teow Choon 4/4 5. Tjong Yik Min 2/2 * 6. Chan Wai Ming 2/2 7. Mohamed Nizam Bin Abdul Razak 1/1 * * Applicable to Directors appointed during the year and number of meetings held subsequent to their appointment. 3) Place, date and time of meetings of the Board of Directors Particulars of Board Meetings held during the year are as follows : Date Time Place 27 February 2002 10.00 am 7 Jalan Tandang, 46050 Petaling Jaya 23 May 2002 10.00 am Sheraton Subang Hotel and Towers 22 August 2002 10.00 am 7 Jalan Tandang, 46050 Petaling Jaya 3 December 2002 10.00 am 7 Jalan Tandang, 46050 Petaling Jaya 4) Details on Directors who are standing for re-election/re-appointment 4.1 Particular of Directors Please refer to pages 8 to 14 on Directors’ Profile for required information. 4.2 Other Information of Directors who are standing for election: Conflict of Interest None of the directors above have any family relations with other directors of the Company. Securities Holdings Mr. Philip Ng Chee Tat has an indirect interest through Yeo Hiap Seng Limited, the ultimate holding company of the Company. Mr. Tan Teow Choon has a direct interest of 102,000 shares and an indirect interest of 5,000 shares. None of the other Directors standing for re-election/re-appointment hold any shares in the Company. Convictions of Offences None of the directors above have been convicted for offences within the past 10 years. YEO HIAP SENG (MALAYSIA) BHD 3 Financial Highlights of the Group 2002 2001 Financial Calendar RM ’000 RM ’000 Results of operations 2001 Final Dividend Sales 449,342 466,188 19 July 2002 Pre-tax profit 16,485 21,404 After-tax profit 14,108 16,257 2002 Interim Dividend Paid 15 October 2002 Financial Position Financial Year-End Working capital 141,759 121,611 31 December 2002 Net tangible assets 287,648 279,416 Total tangible assets 363,674 383,041 Announcement of Paid-up capital 128,096 128,096 Year-End Results Shareholders’ equity 312,071 305,147 27 February 2003 Despatch of Annual Report Dividends 30 April 2003 Interim 1,845 2,767 * Final (Proposed) 8,326 * 8,326 * Annual General Meeting Cover (Times) 1.39 1.47 22 May 2003 Per share (in sen) 2002 Final Dividend Payment Date Net tangible assets (in RM) 2.25 2.18 18 July 2003 Earning before tax 12.9 21.7 * Earning after tax 11.0 16.5 Dividend - Interim (net) 1.44 2.2 - Final (Proposed) (net) 6.5 * 6.5 * *Tax exempt dividend 4 YEO HIAP SENG (MALAYSIA) BHD Five-Year Summary 1998 1999 2000 2001 2002 RM’000 RM’000 RM’000 RM’000 RM’000 Group Sales 484,642 481,263 446,379 466,188 449,342 Pre-tax Profit/(loss) 7,727 (4,597)* 18,690 21,404 16,485 Net Tangible Assets 221,324 213,942 221,774 279,416 287,648 Total Dividends ** 2,413 2,413 5,397 11,093 10,171 * After taking into account exceptional items of RM15.7 million for discontinued farm operations and relocation of manufacturing facilities. ** Includes proposed dividend. Net Tangible Assets (RM’000) Group Sales (RM’000) 287,648 279,416 221,774 221,324 213,942 484,642 481,263 466,188 449,342 446,379 1998 1999 2000 2001 2002 1998 1999 2000 2001 2002 Total Dividends (RM’000) Pre-Tax Profit (RM’000) 11,093 10,171 21,404 5,397 18,690 16,485 7,727 2,413 2,413 (4,597) 1998 1999 2000 2001 2002 1998 1999 2000 2001 2002 YEO HIAP SENG (MALAYSIA) BHD 5 Corporate Information DIRECTORS Philip Ng Chee Tat (Chairman) Tjong Yik Min (Deputy Chairman) Tan Teow Choon (Managing Director) AUDITORS Raja Dato’ Hj. Redzwa bin Raja Tun Uda Deloitte KassimChan Brigadier General (R) Dato’ Yahya bin Yusof Mohamed Nizam bin Abdul Razak BANKERS Chan Wai Ming Alliance Bank Berhad Citibank Berhad Malayan Banking Berhad AUDIT COMMITTEE Public Bank Berhad Raja’ Dato’ Hj. Redzwa bin Raja Tun Uda (Chairman) Standard Chartered Bank Malaysia Berhad United Overseas Bank (Malaysia) Berhad Brigadier General (R) Dato’ Yahya bin Yusof Mohamed Nizam bin Abdul Razak SOLICITORS Tan Teow Choon Raja, Darryl & Loh Chan Wai Ming REGISTRARS REMUNERATION COMMITTEE PFA Registration Services Sdn Bhd 1301, Level 13, Uptown 1, Mohamed Nizam bin Abdul Razak (Chairman) No 1, Jalan SS 21/58, Raja Dato’ Hj.