Country Heights Damansara MINES Resort City Palace of the Golden Horses ANNUAL REPORT 2006Borneo Highlands Resort Contents Corporate Information 002 Profile of Board of Directors 003 Chairman's Statement 010 Message from the Managing Director 012 Corporate Structure 032 Financial Highlights 034 Corporate Governance Statement 036 Audit Committee's Report 042 Statement of Internal Control 044 Financial Statements 045 Analysis of Stockholdings 130 List of Landed Properties held by the Group 134 Notice of Annual General Meeting 143 Statement Accompanying Notice of Annual General Meeting 148 Proxy Form 149 Borneo Highlands Hornbill Golf & Jungle Club C o r p o r a t e I n f o r m a t i o n BOARD OF DIRECTORS REGISTERED OFFICE 8th Floor, Block A, MINES Waterfront Business Park Y. BHG. GENERAL TAN SRI 3, Jalan Tasik, MINES Resort City, 43300 Seri Kembangan (DR) MOHAMED HASHIM BIN MOHD ALI (R) Selangor Darul Ehsan Chairman, Independent Non-Executive Director Tel: 03-8943 8811 Fax: 03-8941 1470 Y. BHG. TAN SRI LEE KIM TIONG @ LEE KIM YEW AUDITORS Managing Director Ernst & Young Chartered Accountants Level 23A, Menara Milenium, Jalan Damanlela Y. BHG. DATO' AZHAR BIN HASHIM Pusat Bandar Damansara, 50490 Kuala Lumpur Independent Non-Executive Director PRINCIPAL BANKERS Y. BHG. ACADEMICIAN TAN SRI DATUK AmBank Berhad DR. ONG SOON HOCK AmMerchant Bank Berhad Independent Non-Executive Director CIMB Bank Berhad Malayan Banking Berhad Y. BHG. DATO' ONG CHONG SEK RHB Bank Berhad Non-Independent Executive Director/ Chief Executive Officer SHARE REGISTRARS Shareworks Sdn Bhd MS. LEE SOW LIN 23, Jalan Sri Hartamas 7 Non-Independent Executive Director Sri Hartamas, 50480 Kuala Lumpur Tel: 03-6201 1120 MR. CHOO CHEE BENG Fax: 03-6201 3121 Non-Independent Executive Director/ Chief Financial Officer SOLICITORS Chee, Fabli & Adrian Han MS. NG NYI HONG CT Choo & Co Non-Independent Non-Executive Director Jeff Leong, Poon & Wong Lee Perara & Tan EN. ABU YAZID BIN MUHARAM Shearn Delamore & Co Non-Independent Non-Executive Director Soo Thien Ming & Nashrah W.M. Cheong & Associates MR. CHOO CHIN THYE Non-Independent Non-Executive Director STOCK EXCHANGE LISTING Bursa Malaysia Securities Berhad COMPANY SECRETARY (Main Board) Tan Shim Chieng (MAICSA 7013540) 002 Country Heights Holdings Berhad (119416-K) (Incorporated In Malaysia) P r o f i l e o f B o a r d o f D i r e c t o r s Country Heights Pecanwood Golf & Country Club, South Africa Country Heights Holdings Berhad (119416-K) (Incorporated In Malaysia) 003 Profile of Board of Directors Y. Bhg. General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (R) Chairman, Independent Non-Executive Director Malaysian, 72 years of age General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (R) joined the Board of Country Heights Holdings Berhad (CHHB) on 20 August 1993 as Chairman. He also serves as the Chairman of the Nomination Committee and a member of the Remuneration and Audit Committees of the Board. He holds a Diploma in Advanced Management from Harvard Business School and was conferred an Honorary Doctorate by the University of Salford, United Kingdom in January 1999. Prior to joining CHHB, he served in the Malaysian Armed Forces as the Chief of the Defence Forces. During his 40 years of dedicated service in the Malaysian Armed Forces, he had initiated the re-organisation and modernisation of the Army. He currently sits on the Board of Ajinomoto (Malaysia) Berhad, Delloyd Ventures Berhad, Hong Leong Financial Group Berhad, Konsortium Logistik Berhad, Borneo Highlands Hornbill Golf & Jungle Club Berhad, Mines Resort Berhad and Excellence Golf Resort Berhad. He attended all the 3 Board Meetings held during the financial year. 004 Country Heights Holdings Berhad (119416-K) (Incorporated In Malaysia) Y. Bhg. Tan Sri Lee Kim Tiong @ Lee Kim Yew Managing Director Malaysian, 51 years of age Tan Sri Lee was appointed to the Board of CHHB on 1 October 1986. He is the founder and the Managing Director of the Company. He serves as a member of the Remuneration Committee of the Board. Tan Sri Lee is an entrepreneur and has more than 30 years of experience in the business operations of the CHHB Group encompassing residential, industrial park, hotel and leisure, commercial and recreational projects. He oversees the operation of the group and is responsible for formulating and monitoring the overall corporate strategic plans and business development of the Company. Tan Sri Lee is credited with transforming the world's largest open cast tin mine into a resort city with breathtaking landmarks such as the Palace of the Golden Horses, Palace Beach & Spa, Mines Shopping Fair, Mines Waterfront Business Park and Malaysia International Exhibition and Convention Centre has earned The Mines Resort City, the National Creativity & Innovation Award 2004 by the Malaysian Design Technology Centre. Tan Sri Lee also pioneered the concept of country living at Country Heights which earned the Group the Best Residential Property Development Award by FIABCI in 1992. The prestigious Palace of the Golden Horses received "The Best New City Hotel" award in Asia by Travel Trade Gazette Magazine and recognised as one of the world's hottest new hotels by Conde Nast Traveller Magazine. For his contribution, he has been awarded the "Property Man of the Year", "Director of the Year" and recognized for making the "Most Outstanding Contribution in the Tourism Sector". He also sits on the Board of Malaysian South-South Corporation Berhad, Mines City Hotel Berhad, Mines Resort Berhad, Excellence Golf Resort Berhad and Plentiful Gold-Class Berhad. He is a major shareholder of CHHB by virtue of his direct interest and substantial shareholdings in Golden Touch Venture Sdn Bhd. He attended all the 3 Board Meetings held during the financial year. Country Heights Holdings Berhad (119416-K) (Incorporated In Malaysia) 005 Profile of Board of Directors Y. Bhg. Dato' Azhar Bin Hashim Independent Non-Executive Director Malaysian, 56 years of age Dato' Azhar was appointed to the Board of CHHB on 20 August 1993. He is also the Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees of the Board. Dato' Azhar is an engineer by profession. He graduated with a Bachelor of Science (Hons) in Electronic & Electrical Engineering from Brighton Polytechnic, United Kingdom. From 1973 to 1981, he was attached to Tenaga Nasional Berhad as a Construction Engineer. He later joined AMDB Berhad and held various senior management positions including the Executive Director of AMDB Berhad from 1993 to 1995. During his 15 years tenure with AMDB Berhad, he had obtained extensive experience in planning and managing the development of commercial buildings, condominiums, hotels, resorts, industrial and housing estates. Dato' Azhar is currently a Director of AMDB Berhad and Century Logistic Holdings Berhad. He attended 2 out of the 3 Board Meetings held during the financial year. Y. Bhg. Academician Tan Sri Datuk Dr. Ong Soon Hock Independent Non-Executive Director Malaysian, 72 years of age Academician Tan Sri Datuk Dr. Ong was appointed to the Board of CHHB on 20 August 1993. He is also the Chairman of the Remuneration Committee and a member of the Nomination and Audit Committees of the Board. Academician Tan Sri Datuk Dr. Ong is a graduate of University of Malaya with Masters in Chemistry and PhD in Organic Chemistry at University of London King's College. He was the former Director General and Advisor of the Palm Oil Research Institute of Malaysia. In recognition of his immense contribution to palm oil industry, he was bestowed several awards such as the First Award for Contribution to Economic Advancement by the Federation of Asian Chemical Societies in 1991, First Asian Achievement Award for Research and Development Asean Institute in 1992 and Malaysian Scientific Association Golden Jubilee Award. He serves as, among others, a member of University of Malaya Board, the Founder President of the Malaysia Oil Scientists' and Technologists' Association, Senior Fellow of the Academy of Sciences, Malaysia, Fellow of the Royal Society of Chemistry London, an Adjunct Professor at Sunway University College and a Director of the Malaysian Toray Science Foundation and Plentiful Gold-Class Berhad. He attended 2 out of the 3 Board Meetings held during the financial year. 006 Country Heights Holdings Berhad (119416-K) (Incorporated In Malaysia) Y. Bhg. Dato' Ong Chong Sek Non-Independent Executive Director/ Chief Executive Officer Malaysian, 50 years of age Dato' Ong was appointed to the Board of CHHB on 18 March 1997. He holds a Diploma in Building Technology from Kolej Tunku Abdul Rahman and is an Associate Member of the Chartered Institute of Builders, United Kingdom. Dato' Ong has 26 years of extensive experience in the construction and property development industry. He started his sales career with Jones Lang Wotton as a real estate agent in 1981. He joined CHHB in 1987 and held various key senior positions such as Marketing Director, Executive Director and Chief Operating Officer. He heads the marketing team of property development division of the Group. Currently, he is the Chief Executive Officer of CHHB Group. Dato' Ong also sits on the Board of Country Heights Property Development Berhad, Country Heights Lifestyle Berhad and Excellence Golf Resort Berhad. He attended all the 3 Board Meetings held during the financial year. Ms. Lee Sow Lin Non-Independent Executive Director Malaysian, 47 years of age Ms. Lee was appointed to the Board of CHHB on 1 March 2004. She holds a degree in Bachelor of Economics from Monash University, Melbourne, Australia. Ms. Lee has extensive practical experience in corporate banking. Prior to joining CHHB, she was attached to Hong Leong Group for about 15 years holding various senior positions which include Head of the Property Loans Division in Hong Leong Finance and later with Hong Leong Bank as Senior Manager, Corporate Banking Division.