CREST BUILDER HOLDINGS BERHAD CREST BUILDER HOLDINGS BERHAD 200201005719 (573382-P) PENTHOUSE, THE CREST, 3 TWO SQUARE, NO. 2, JALAN 19/1, 46300 PETALING JAYA, SELANGOR DARUL EHSAN, MALAYSIA. ANNUAL REPORT 2019 ANNUAL REPORT TEL • 603 7841 6000 FAX • 603 7841 6088 EMAIL • [email protected] 2019 CREST BUILDER HOLDINGS BERHAD 200201005719 (573382-P) Contents Corporate Profile 02 Sustainability Report 27 Notice of 18th Annual Report of the Audit Committee 48 General Meeting 03 Statement of Overview Statement Accompanying Notice on Corporate Governance 52 of 18th Annual General Meeting 07 Statement on Risk Management Corporate Information 10 and Internal Control 62 Financial Highlights 11 Statement on Directors’ Responsibility 64 Directors’ Profile 13 Financial Statements 65 Key Management Personnels’ Profile 15 List of Properties 173 Chairman’s Statement 16 Analysis of Shareholdings 174 Management Discussion Proxy Form [Enclosed] and Analysis 19 Corporate Structure 26 2 CORPORATE PROFILE Crest Builder Holdings Berhad (“CBHB”) was incorporated in Malaysia under the Companies Act 1965 on 9 March 2002 as a public limited company. CBHB is principally an investment holding company and had successfully undertaken a Corporate and Debt Restructuring Scheme which involved taking over the listing status of MGR Corporation Berhad. CBHB was listed on the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 12 June 2003. The CBHB Group was founded in 1983 by the late Mr. Yong Soon Chow. What started out as a small timer of less than 10 staff has grown to a strong corporation of over 200 staff under its stable. Over the past 36 years, the CBHB Group has carved a strong foothold in the local construction industry. With in-depth industry experience, the CBHB Group has a proven and established track record in the sector – especially in the commercial, residential and institutional building construction. The Group counts top branded developers and international property players amongst its clientele. With a good blend of experience and vibrant protégés in its management team, the CBHB Group has moved along the supply chain and diversified beyond purely construction into other construction-related activities, such as property development, Mechanical & Electrical Engineering (“M&E”) services and project management – and upon completion of our RM300 million maiden development namely 3 Two Square, the Group has also diversified into property management as well as car park management. The Group has also completed various developments, including the UNITAR Campus at Tierra Crest, and a series of residential and commercial projects, i.e. Alam Idaman, Avenue Crest, Alam Sanjung and Residensi Hijauan in Shah Alam. The Group also manages a concession of the 5,000 student capacity UiTM Tapah campus which ends in 2034. Together with the conventional developments, the Group has also secured the privatisation and the redevelopment of Dang Wangi LRT station and Kelana Jaya LRT station. With the vision to be the ‘Preferred’ organisation of choice by the partners and customers, the Group aspires to achieve distinction in the industry through prudent cost management, highest standards of quality and complete customer satisfaction. Crest Builder Holdings Berhad 200201005719 (573382-P) I Annual Report 2019 I 3 NOTICE OF 18TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 18th annual general meeting will be conducted virtually for the purpose of considering and, if thought fit, passing with or without modifications the resolutions as set out in this notice Day, date and time Wednesday, 12 August 2020 at 10:30 a.m. Broadcast Venue Boardroom, Penthouse The Crest, 3 Two Square No. 2, Jalan 19/1 46300 Petaling Jaya Selangor Darul Ehsan Meeting Platform www.swsb.com.my Mode of Communication Shareholders may submit questions to the Board of Directors (“Board”) prior to the 18th Annual General Meeting (“18th AGM”) to [email protected] to pose questions no later than 12:30 p.m. on 10 August 2020 or to use the Question and Answer (“Q&A”) Platform to transmit questions to the Board via Remote Participation and Voting (“RPV”) facilities during live streaming AGENDA Ordinary business 1. Laying of audited financial statements and reports THAT the duly audited financial statements consisting of the consolidated statement of Resolution 1 comprehensive income, the consolidated statement of financial position, the Reports of the Directors and Auditors for the financial year ended 31 December 2019, in compliance with Section 340(1)(a) and 266(1)(a) of the Companies Act 2016 respectively be hereby adopted and received. 2. Declaration of dividend THAT the payment for a first and final single tier dividend of 3.5 Sen per ordinary share Resolution 2 in respect of the financial year ended 31 December 2019 be hereby approved. 3. Election of director THAT re-election of the Managing Director, Mr. Yong Shang Ming who retires in accordance Resolution 3 with Article 79 of the Company’s Constitution, be hereby approved. 4. Election of director THAT re-election of the Independent Non-Executive Director, Mr. Lim Boon Teng, who Resolution 4 retires in accordance with Article 79 of the Company’s Constitution, be hereby approved. 5. Appointment of auditors THAT the appointment of Messrs Baker Tilly Monteiro Heng PLT, Chartered Accountants, Resolution 5 as the auditors in accordance with Article 57 of the Company’s Constitution and pursuant to Section 271(4)(a) of the Companies Act 2016 for the ensuing financial year ending 31 December 2020 be confirmed and that the directors be authorised to fix the remuneration of the auditors pursuant to Section 274(1)(a) of the Companies Act 2016 be hereby approved. 4 NOTICE OF 18TH ANNUAL GENERAL MEETING (cont’d) Special business 6. Approval for fees for directors pursuant to Section 230(1)(a) of the Companies Act Resolution 6 2016 THAT the payment of RM198,000 as fees for directors for the financial year ended 31 December 2019 (2018: RM198,047), and payment of RM198,000 as fees for directors for the financial year ending 31 December 2020 in accordance with Article 88 of the Company’s Constitution be hereby approved. 7. Allotment of shares or grant of rights with the Company approval pursuant to Section 76 of the Companies Act 2016 THAT pursuant to Section 76 of the Companies Act 2016 and subject to the approval Resolution 7 of all relevant authorities being obtained, the directors be empowered for the purposes of Section 75(1) of the Companies Act 2016 to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued and paid up capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting be hereby approved. 8. Proposed renewal of share buy-back authority of up to ten percent (10%) of the issued and paid-up share capital THAT subject to Section 127 of the Companies Act 2016 and rules, regulations or orders Resolution 8 made pursuant to the Companies Act 2016, provisions of the Company’s Constitution and the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the directors of the Company be and are hereby authorised to make purchases of ordinary shares comprised in the Company’s issued and paid-up ordinary share capital, such purchases to be made through Bursa Securities subject further to the following: (i) the aggregate number of ordinary shares in Crest Builder Holdings Berhad (“CBHB Shares”) which may be purchased or held by the Company shall not exceed ten per cent (10%) of the issued and paid-up ordinary share capital of the Company (“Proposed Share Buy-Back”), subject to the restriction that the issued and paid-up ordinary share capital of CBHB does not fall below the minimum share capital requirements of the Listing Requirements of Bursa Securities (“Listing Requirements”) applicable to a company listed on the Main Market of Bursa Securities and that the listed issuer continues to maintain a shareholding spread that is in compliance with the requirements of the Listing Requirements after the share purchase; Crest Builder Holdings Berhad 200201005719 (573382-P) I Annual Report 2019 I 5 NOTICE OF 18TH ANNUAL GENERAL MEETING (cont’d) (ii) the maximum funds to be allocated by the Company for the purpose of purchasing the CBHB Shares under the Proposed Share Buy-Back shall not exceed the retained earnings account of the Company for the time being which stood at RM31,063,086 as at 31 December 2019 based on the latest audited financial statements of CBHB for the financial year ended 31 December 2019; (iii) the authority conferred by this resolution to facilitate the Proposed Share Buy- Back will commence immediately upon passing of this ordinary resolution and will continue to be in force until; (a) the conclusion of the next annual general meeting (“AGM”) of the Company at which such resolution was passed at the time which the authority would lapse unless renewed by ordinary resolution, either unconditionally or conditionally; or (b) the expiration of the period within the next AGM of the Company after that date is required by the Companies Act 2016 to be held; or (c) the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company