BUILDING PEOPLE 2007 ANNUAL REPORT CNI HOLDINGS BERHAD (181758-A) BUILDING PEOPLE Great oaks have been little acorns. Similarly, CNI has accomplished much in the past 18 years and our growth resides upon our most basic asset - our people. This year’s theme is a further instalment to last year’s “People To People” keynote, as we believe that people are the foundation on which CNI’s business is built upon. Building people is a natural selection as it moulds our human resource to reach for greater heights while ensuring perpetual growth that withstands the constant winds of change in the business environment. CNI is here to stay and we take our people seriously. OUR VISION We aspire to be the most dynamic, innovative and caring network marketing company in the country. OUR MISSION We are committed to provide quality products and services, and help enrich the life and welfare of every CNI member. OUR PHILOSOPHY We are more than just a business. We strongly believe that every individual has the opportunity to attain a better quality of life and health through CNI. CONTENTS Awards and Recognition 03 Financial Highlights 04 Corporate Profile 05 Corporate Calendar 06 Chairman’s Statement 08 Group Structure 14 Corporate Information 15 Board of Directors 16 Statement on Corporate Governance 22 Statement on Internal Control 32 Audit Committee Report 37 Statement of Corporate Social Responsibility 41 Statement of Directors’ Responsibility 43 Financial Statements Directors’ Report 44 Statement by Directors & Statutory Declaration 49 Report of the Auditors 50 Consolidated Balance Sheet 51 Consolidated Income Statement 53 Consolidated Statement of Changes in Equity 54 Consolidated Cash Flow Statement 55 Balance Sheet 57 Income Statement 59 Statement of Changes in Equity 60 Cash Flow Statement 61 Notes to the Financial Statements 63 List of Properties 119 Additional Compliance Information 121 Disclosure of Recurrent Related Party Transactions 123 Analysis of Shareholdings 125 Notice of AGM 128 Statement Accompanying Notice of AGM 131 Distribution Centres & Sales Points 133 Proxy Form 139 AWARDS & RECOGNITION 25/8/2007 Gerak Usahawan Nasional 2007 Ministry of Entrepreneur And Co-operative Development awarded special Certificate of Appreciation to CNI for providing business opportunities and actively nurturing Bumiputera entrepreneurs. 2/7/2007 26/01/2007 Exclusive Mark & Q-Pack CNI As Case Study By Peking University Accredited ISO 14001 & OHSAS Our outstanding Management and achievements in Exclusive Mark and Q-Pack are certified East Asia attracted Zheng Yue Yi and other academics with the ISO14001:2004 Environmental from the Economic Faculty, Peking University. The Management System and the OHSAS case study was published in a book titled “Oriental 18001:1999 Ocupational, Health and Direct Selling”. Safety Management System by Sci-Qual International of Australia. CNI HOLDINGS BERHAD FINANCIAL HIGHLIGHTS YEAR ENDED 1 DECEMBER Performance (RM’000) 2007 2006 2005 Revenue 180,122 204,006 24,22 Profit Before Taxation 27,652 4,969 42,042 Attributable Profit 20,811 25,59 0,245 Key Balance Sheet Data (RM’000) Share Capital 72,000 72,000 60,000 Shareholders’ Equity 100,944 9,467 82,85 Total Assets 98,7 144,708 126,056 Borrowings 206 684 5,870 4 Financial Ratios Net Earnings Per Share (“EPS”) (sen) * 2.90 .52 4.20 Net Dividend Per Share (sen) 1.62 2.18 2.88 Net Assets Per Share (“APS”) (sen) * 14.05 12.99 11.51 Gearing Ratio (%) 0.2% 0.7% 6.6% * EPS and APS were calculated based on the weighted average number of ordinary share in issue of 718,725,000, 719,782,339 and 720,000,000 for the financial years 2007, 2006 and 2005 respectively. CORPORATE PROFILE CNI Holdings Berhad is principally an investment holding company and provides management services to its subsidiaries. CNI Holdings Berhad Investment holding and provision of management services CNI Enterprise (M) Sdn Bhd (“CNIE”) Multilevel marketing of health care and consumer products Exclusive Mark (M) Sdn Bhd Manufacturing, trading and packaging of all kinds of foodstuffs (“Exclusive Mark”) and beverages Q-Pack (M) Sdn Bhd (“Q-Pack”) Manufacturing, trading and packaging of household and personal care products Creative Network International (S) Pte Ltd Multilevel marketing of health care and consumer products in (Subsidiary of CNIE) Singapore Key Elite Sdn Bhd e-commerce in all kinds of commercial trading Infuso Sdn Bhd Operation of food and beverage outlets (Pick n’ Brew Café) (Formerly known as Famous Paradise Sdn Bhd) One of the leading multilevel marketing companies in Malaysia, CNI has established its footholds since 1989. Proud to be Malaysian-made, CNI was incorporated under the name of Homca Chemical Sdn Bhd. It then changed its name to Forever Young Holdings Sdn Bhd in 1991. As part of a corporate restructuring exercise in 2002, it changed its name to CNI Holdings Sdn Bhd before assuming its present name, CNI Holdings Berhad, in 2004. In August 2005, CNI was listed on the Main Board of Bursa Malaysia Securities Berhad. 5 Founded by three bold entrepreneurs – Dato’ Koh Peng Chor, Tan Sia Swee and Law Yang Ket, the path to success has been challenging. From a small double storey shoplot to what it is today, occupying an industrial plant space of approximately 16,14 square metres, CNI has grown steadily and consistently. Under their stewardship, the company ventured into Brunei and Singapore besides aggressively building its network locally. The distribution centres numbered at 6 and its sales points amounts to 98. Moving well ahead, the Group has also expanded into manufacturing. Now, 70% of CNI products are manufactured through its wholly-owned subsidiaries namely Exclusive Mark and Q-Pack. Believing in building people, CNI has the products to achieve its corporate mission of providing quality products and services to assist in enriching the lives and welfare of each CNI member. Over 200 products under 5 categories such as nutritional and health, personal care and cosmetics, food and beverage, auto care and lastly, home care, are available to equip its people to progress ahead in life. Upholding its vision to be the most innovative,dynamic and caring network marketing company in the country, CNI also cares for the environment and the community at large besdies advocating good practices. Exclusive Mark and Q-Pack are equipped with Halal compliance facilities and have been accredited with GMP (Good Manufacturing Practice) standards, Quality Management System (ISO 9001:2000), Food Safety System (HACCP), Environmental Management System (ISO14001:2004) and Occupational Health and Safety Management System (OHSAS 18001:1999) certifications. CNI has also been investing in research and development (R&D) and has collaboration with various laboratories and research institutions to further innovate and improve CNI products. Yayasan CNI, CNI Group’s charity arm, has supported various local and international charity projects besides carrying out its own. 50,000 children has also benefited from its Children Education Fund. As CNI group moves forward with time, it will continue to enrich its members through healthy living with its Ants’ values – Caring, Positive, Initiative, Humble, Creative, Communicative, Teamwork, Discipline, Commitment and Productive. CNI HOLDINGS BERHAD CORPORATE CALENDAR 18/1/2007 28/2/2007 Love Aid To Johor’s Flood Victims CNI Focus on HALAL Standard CNI Group and Yayasan CNI continuously CNI has been chosen as the subject show their dedication to charitable causes and of study by the Malaysia Islamic this time it is in aid of Johor’s flood victims. The Training Institute for its firm practice in donation of food and daily necessities worth adhering to the HALAL management RM50,000 was presented by Y. Bhg. Datin requirements in manufacturing of Chuah Tek Lan, President of Yayasan CNI to HALAL food and daily necessities. The Y.B. Datin Paduka Chew Mei Fun, Parliamentary program includes a visit to Wisma CNI, Secretary, Ministry of Women, Family and Exclusive Mark and Q-Pack by officers 6 Community Development. from JAKIM and KPDN. 6/5/2007 28 – 1/5/2007 21/6/2007 First Tamil Convention BeeMax Expedition Recreating myCNI Marks New Era Of Awareness Of Royal Jelly e-MLM The first Tamil-speaking Convention CNI Expedition consisted of CNI MDAMs www.myCNI.com.my is CNI’s strategy to attracted over ,000 distributors to and media reps from Berita Minggu, explore the young generation market. It Stadium Juara to celebrate the event Utusan Malaysia, Sin Chew Daily, Wanita offers online shopping convenience and and the first Indian MDAM, Selvam and The Edge went to Shandong, China online membership sign up. myCNI is Ganappatti. Also present was Deputy in May 2007. It received an extensive also an e-portal for distributors to check Minister of the Ministry of Domestic media coverage, thus eternalising the their membership information, request Trade and Consumer Affairs Dato’ S. popularity of Royal Jelly. for online services and to download Veerasingam to officiate the occasion. relevant information. CORPORATE CALENDAR 29/7/2007 5/10/2007 5/11/2007 Together With CNI, We Strive Two Homes Celebrated In CNI Expands Into Retail F&B Ramadan Our 18th Anniversary was celebrated at Upholding the annual traditional during Under a wholly-owned subsidiary, majors towns in Malaysia. New MDAMs, Ramadan in CNI, Rumah Titian Kasih and Infuso Sdn. Bhd. CNI has started a new the rd House Incentive Fund achiever Pusat Perlindungan PERNIM were invited business concentrating on its strength and the 4th MDRT achiever were to break the Ramadan fast at Wisma CNI. in coffee products and innovation. The evidence of CNI’s leaders steely spirit . About 80 orphans and single mothers first Pick n’ Brew cafe started operation present were also entertained by local at Wisma CNI and more are in store. artistes and received cash contribution and Raya goodies from Yayasan CNI 7 and CNI.