SURIA CAPITAL HOLDINGS BERHAD (96895-W) SURIA CAPITAL Building a Sustainable Future 2017 ANNUAL REPORT 2017 SURIA CAPITAL HOLDINGS BERHAD (96895-W) ANNUAL REPORT 1st & 2nd Floor, Menara Jubili, T +6 088 257 788 (4 lines) No. 53, Jalan Gaya, F +6 088 260 355, 231 032 88000 Kota Kinabalu, E [email protected] Sabah, Malaysia. W www.suriagroup.com.my Table of Contents 1 Our Vision, Mission & Core Values Building a 2 Corporate Profile Sustainable Future 4 Chairman’s Statement 7 Management Discussion and Analysis At SuriaGroup, we remain steadfast in our 22 Group’s Performance mission of sustainable value creation for all our – 5-Year Financial Highlights stakeholders. In 2017, we have intensified our 23 Group Corporate Structure focus on enhancing the operations of our existing businesses while diversifying into the renewable 24 Corporate Information energy sector to ensure that the activities of the 25 Board Committees Group are dedicated to serve today’s socioeconomic 26 Board of Directors needs while benefiting future generations. The line 28 Board of Directors’ Profile graphic on this cover forms silhouettes of our expanded portfolio of businesses to reflect this growth momentum in line with our long-term strategic approach to build a sustainable future for the Group. 34 Executive Management Committee Members 36 Executive Management Committee Members’ Profile 40 Sustainability Statement 52 Highlights of Events 54 Suria in the News 57 Share Price and Volume Traded 2017 58 Statement on Corporate Governance 80 Additional Compliance Information 82 Statement on Risk Management and Internal Control 89 Audit Committee Report 94 Financial Statements 200 List of Properties 204 Shareholders’ Information 209 Notice of Annual General Meeting 212 Statement Accompanying Notice of Annual General Meeting • Proxy Form ANNUAL REPORT 2017 1 Our Vision To be a leading investment corporation in ports and port-related businesses in Malaysia. Our Mission To enhance the long-term value of the Group by: • Creating sustainable returns to our shareholders • Achieving excellence in all our business undertakings • Embracing best practices in our business processes • Enriching the lives of our employees whilst always caring for the environment and community within which we operate. Our Core Values Service Excellence Providing excellent services to our customers. Unity of Purpose Working together as one cohesive team to achieve our missions. Respect Value and care for our employees, community and the environment. Integrity Upholding the highest ethical conduct and good corporate governance. Achievement Strong commitment to act and accomplish through innovation and creativity. 2 SURIA CAPITAL HOLDINGS BERHAD Corporate Profile Incorporated in 1983, Suria has risen steadily into a diversified Suria Capital Holdings Berhad (SURIA) entity. Today Suria and its subsidiaries namely Sabah Ports Sdn. has been listed on the Main Market of Bursa Malaysia Bhd. (Sabah Ports) and SCHB Engineering Services Sdn. Bhd. Securities Berhad since 1996 (Stock Code: 6521). (SCHB Engineering) work in synergy to offer services in the areas of Port Operations; Logistics and Bunkering Services; Property, Seaport Passenger Gateway and Construction. Collectively, Suria and its subsidiaries are known as SuriaGroup. Through Sabah Ports, Suria has invested a significant amount of capital in infrastructure and cargo handling equipment, enabling Sabah Ports to become one of Malaysia’s premier port operators, providing efficient services and facilities for the 8 major ports in the State of Sabah, namely Sapangar Bay Container Port, Sapangar Bay Oil Terminal, Kota Kinabalu Port, Sandakan Port, Lahad Datu Port, Kunak Port, Tawau Port and Kudat Port. Looking ahead, the strategy will be to further expand port capacity, enhance port efficiency and provide integrated port services to port-users. Complementing the port activities are its subsidiaries, namely S.P. Satria Sdn. Bhd. (S.P. Satria) and S.P. Satria Logistics Sdn. Bhd. (S.P. Satria Logistics), which respectively provides bunkering services and supply of port equipment and parts. Apart from Port Services, Suria has widened its business sphere to Property Development. Suria’s upcoming mixed development projects, namely Jesselton Quay and One Jesselton Waterfront, together with the other developments in the vicinity, are poised to transform the Kota Kinabalu waterfront area into a new city focus. As the engineering arm, SCHB Engineering has been involved in a number of engineering works in the State. On the latest development, the subsidiary will be embarking on railway upgrading works (Halogilat-Tenom) for Sabah State Railway Department and the development of large-scale solar photovoltaic plant of 2.0MW. SCHB Engineering also operates the Jesselton Point Ferry Terminal at Kota Kinabalu and provides the “Meet and Greet” facilities for cruise ship passengers at Kota Kinabalu Port. It is the long-term plan of Suria to develop an international cruise terminal to complement the development projects and position Kota Kinabalu as a regional and international cruise destination. All these initiatives are in tandem with the State’s thrust to promote Sabah as an emerging investment destination in the region. ANNUAL REPORT 2017 3 BUILDING A PORT FIT FOR THE FUTURE In recent years, Sabah Ports has intensified investments in port infrastructure to boost port capacity and enhance operational efficiency. In 2017, Sabah Ports acquired four rubber-tyred gantries and two additional units of ship-to-shore gantry cranes for Sapangar Bay Container Port. The upgrade in port facilities aimed to enhance service efficiency thus strengthen Sapangar Bay Container Port’s potentials as a transshipment hub for the BIMP-EAGA region. 4 SURIA CAPITAL HOLDINGS BERHAD Chairman’s Statement Dear Shareholders, On behalf of the Board of Directors of Suria Capital Holdings Berhad The Group had performed and its Group of Companies ”reasonably well with (SuriaGroup), I have great pleasure continued profitability in in presenting our Annual Report and spite of the challenging Audited Financial Statements of the business environment. Group for the financial year ended 31 December 2017. “ FINANCIAL PERFORMANCE I am glad to report that for the financial year ended 31 December 2017, the Group had performed reasonably well with continued profitability in spite of the challenging business environment. The Group generated a total revenue of RM332.7 million during 2017, higher by 29% or RM74.2 million when compared to RM258.5 million in 2016. The improvement in revenue performance was attributed mainly to the higher contribution by the core business of port operations in view of the recognition of revenue from construction services in accordance with the IC Interpretation 12 Service Concession Arrangements, which is non-profit margin contributing. The Group’s gross profit, however declined by 6% to RM94.2 million in 2017 versus RM99.8 million in 2016, in view of the higher operating expenditures during the year. Profit after taxation correspondingly dropped by 27% to RM48.9 million as against RM66.7 million in 2016 mainly due to impairment losses in concession assets. For the 2017 financial year, the Group derived 67% or DATUK HJ. FAISYAL RM223.4 million of the total revenue from the port operations BIN DATUK YUSOF HAMDAIN DIEGO segment, the Group’s core business, which also marked a Chairman 3% improvement against its contribution of RM217.8 million generated a year earlier. The higher port earnings in 2017 was primarily due to the higher cargo throughput during the year. ANNUAL REPORT 2017 5 The detailed information on the performance of the Group is discussed further in the Management Discussion and Analysis (MD&A) section of this Annual Report. DIVIDEND PAYMENT The Group had performed Given our performance for the financial year, I am pleased to ”reasonably well with announce that the Board of Directors will be recommending a first and final tax-exempt dividend of 6% at the forthcoming continued profitability in Annual General Meeting subject to approval of members. If spite of the challenging approved, this will represent dividend payout in respect of the financial year ended 31 December 2017 of RM17.3 million business environment. representing a payout ratio of 35.3% versus 30.3% for the “ preceding year. YEAR OF ACCOMPLISHMENTS Looking at the current momentum, we remain positive on the Group’s business growth potentials in the following years with both the port operations and property segments to continue spearheading the Group’s performance. Efforts to expedite the Sapangar Bay Container Port expansion TOTAL development are well in place while the Sapangar Bay Conventional Cargo Terminal development will soon follow suit REVENUE for relocation of the general cargo operation currently being undertaken at Kota Kinabalu Port. In January 2018, we had RM332.7 launched two new ship-to-shore gantry cranes for Sapangar Bay million Container Port. In view of our intensified efforts and investments in port infrastructure and equipment to boost port capacity and PROFIT efficiency to cater for the needs of the growing State’s and AFTER national economy, we are expecting to see an increase in port TAX throughput. RM48.9 million TOTAL ASSETS RM1.346 billion 6 SURIA CAPITAL HOLDINGS BERHAD Chairman’s Statement The development of Jesselton Quay project had taken off with the commencement of ground works for the 4-acre Jesselton Quay Central end of year 2016 as the first phase of the whole development. It will be part of the mega Jesselton Waterfront City development, which also incorporates Suria’s proposed One Jesselton Waterfront and International Cruise and Ferry Terminal. As for the International Cruise Terminal (ICT), the Group intends to undertake a corporate exercise to raise fund to acquire a piece of land measuring 28.9 acres at Kota Kinabalu Port for ICT and related realty development. Through our property and engineering arm, the Group has embarked on a RM50 million contract for railway upgrading works connecting Halogilat, Beaufort and Tenom for Sabah State Railway Department. The project commenced in September 2017 and is expected to complete in March 2019.