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Minutes of the 25th Annual General Meeting (“AGM”) of the Company held at Fullerton Suite, Level 5, Victory Annexe, Eastern & Oriental Hotel, 10, Lebuh Farquhar, 10200 Penang on 17th June 2022 at 11.00 a.m.
Mr. Ewe Eng Kah – Executive Chairman
Ms Ewe Wei Ru – Managing Director
Mr. Ewe Wee Ting – Executive Director
En Muttaqin Bin Othman – Senior Independent Non-Executive Director
Mr. Ong Kim Nam – Independent Non-Executive Director
En Mohd Farid Bin Azahari – Independent Non-Executive Director
Ms Ch’ng Lay Hoon, Company Secretary
Ms Tan Veer Leen – Messrs Grant Thornton Malaysia PLT (“GTM”)
Mr. Cheah Jian Zhi – – do –
Senior Management of the Company: –
Mr. Lee Jui Hong – Chief Financial Officer
Mr. Foo Boon Kee – Senior Accountant
The shareholders, corporate representatives and proxies who attended the 25th AGM shall form an integral part of these Minutes.
Mr. Ewe Eng Kah, the Executive Chairman of the Board welcomed all those present and stated that the Company Secretary has confirmed that pursuant to Article 69 of the Company’s Constitution, the quorum is present. As the requisite quorum is being present, the Chairman commenced the formal business for the meeting and called the meeting to order.
The proceeding of the 25th AGM was then handed over to the Company Secretary.
The Company Secretary then proceeded in introducing the members of the Board and the auditors of the Company as well the senior management team of the Company.
The nomination and election process of directors including the application of the Company’s fit and proper policy as a factor in determining the board’s decision to appoint or re-elect a director are disclosed in Annual Report.
The Chairman informed that the Notice of the AGM has been in the shareholders’ hands for the statutory period of not less than 21 days pursuant to Article 62(1) of the Company’s Constitution and Paragraph 7.15 of the Listing Requirements. With the consent from the floor, the Notice of Meeting appearing on Page 02 – 05 of the Annual Report 2021 was taken as read.
The Meeting further informed that no photography, or any form of audio or video recording is allowed at or during the Meeting is strictly prohibited.
It was further noted that as there is no legal requirement for a proposed resolution to be seconded, the Meeting shall go through each item on the Agenda.
The Meeting then moved to the meeting proper.
The Company Secretary then presented the agenda of the 25th AGM.
The Audited Financial Statements of the Company and Group for the financial year ended 31 December 2021 together with the Directors’ and Auditors’ Reports thereon which were previously circulated to the shareholders of the Company were laid at the meeting for discussion.
The Company Secretary stated that this Agenda is meant for discussion only and it will not be put forward for voting.
The Company Secretary also informed that the Audited Financial Statements and Reports were incorporated in the Annual Report 2021 and published on the Company’s webpage.
The Chairman then declared that the Audited Financial Statements of the Company and Group for the year ended 31 December 2021 were duly tabled and received by the shareholders of the Company.
The Company Secretary informed the meeting that Ordinary Resolution 1 dealt with the re-election of Ms. Ewe Wei Ru who retired pursuant to Article 88 of the Company’s Constitution and being eligible, had offered herself for re-election.
The Meeting proceeded with the next agenda of the Meeting.
The Company Secretary informed the meeting that Ordinary Resolution 2 dealt with the re-election of Mr. Ong Kim Nam who retired pursuant to Article 88 of the Company’s Constitution and being eligible, had offered himself for re-election.
The Company Secretary informed that the next agenda of the meeting was to approve the Directors’ Fees of up to RM76,000 for the financial year ending 31 December 2022.
The Meeting proceeded with the next agenda of the Meeting.
The Company Secretary informed that the next agenda of the meeting was to approve the payment of Benefits Payable to Non-Executive Directors up to RM24,000 from 19 June 2022 to the next AGM of the Company.
The Meeting proceeded with the next agenda of the Meeting.
The Company Secretary informed that Ordinary Resolution 5 was to re-appoint Messrs Grant Thornton Malaysia PLT, the retiring Auditors as the Auditors of the Company and to authorise the Directors to fix their remuneration. The Auditors, Messrs Grant Thornton Malaysia PLT have indicated their willingness to continue in office.
The Meeting proceeded with the next agenda of the Meeting.
The meeting proceeded with the Special Business of the Agenda to obtain the approval from the shareholders to empower the Directors to issue additional shares up to an aggregate amount not exceeding 10% of the total number of the issued share capital of the Company.
This resolution, when approved by the shareholders, would allow the Board a certain amount of flexibility, when the need arises, to issue additional shares subject to the approval of all relevant regulatory bodies being obtained, where necessary.
The Meeting then proceeded with the next agenda of the Meeting.
The Company Secretary informed that Ordinary Resolution 7 sets out the proposed renewal of share buy-back authority with details as set out in Part B of the Circular/Statement to Shareholders dated 29th April 2022.
The Meeting then proceeded with the next agenda of the Meeting.
The Company Secretary informed that Ordinary Resolution 8 sets out the proposed shareholders’ mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature with details as set out in Part A of the Circular/Statement to Shareholders dated 29th April 2022.
The Meeting then proceeded with the next agenda of the Meeting.
The Company Secretary informed that Ordinary Resolutions 9 dealt with the retention of En Muttaqin Bin Othman as Independent Non-Executive Director of the Company.
It was noted that the details of the Board’s justifications and recommendations for retaining him are set out in the Notice of AGM.
The Meeting proceeded with the next agenda of the Meeting.
It was noted that no notice of any other business for transaction had been received by the Company for the 25th AGM.
The Secretary explained the voting process and all shareholders are requested to complete the voting slips furnished at the point of registration.
The Meeting noted the closing of the voting once all voting slips have been collected by the Poll Administrators and the Meeting was adjourned for votes counting and verification.
The Managing Director (“MD”) jointly with the Chief Financial Officer (“CFO”) addressed the questions posted by the shareholders: –
Question 1: What is the main reason for lower revenue and lower gross profit margin recorded for financial year ended 31st December 2021 (“FYE2021”) as compared with financial year ended 31st December 2020 (“FYE2020”)?
The MD stated that in FYE2020, the Company was able to capture the opportunity into the health & hygiene products such as sanitisers, which command a higher profit margin, at the beginning of outbreak of Covid-19 pandemic, however, with more competitive market coupled with market sentiment was back to normal thereafter, the Group’s revenue for FYE2021 was then recorded back to normal as well. The lower gross profit margin for FYE2021 was mainly due to higher production cost generally across the nation.
Question 2: What is the reason for the Company not having any revenue for FYE2021?
The CFO reported that the Company’s revenue was derived from dividend received from the subsidiary and for FYE2021, there is no dividend being franked from the subsidiary.
Question 3: What is the main component in the Taxation of RM5.4 million for FYE 2021?
The CFO highlighted the under provision of tax in prior years arising from Double Deduction on R&D Expenditure, whereby the Company is still continuing follow-up closely with the Inland Revenue Board. The adjustment made for FYE2021 was made in accordance with the accounting standards.
Question 4: What is the impairment loss on investment in subsidiaries?
The CFO reported that the impairment loss on investment in subsidiaries were provided in accordance with the accounting standards and it is in respect of investment in the Company’s subsidiaries.
Question 5: What is the Board’s action in relation to the Key Audit Matters (“KAM”) raised by the auditors?
The Meeting noted that KAM are those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current year. These matters were addressed in the context of audit as a whole and in forming the auditors’ opinion thereon.
Question 6: What is the specific motor vehicle acquired in FYE2021?
The CFO reported that the Group incurred RM368,000 for the replacement of motor vehicle for Director.
There being no further questions from the floor, the Meeting continued with the meeting proceedings.
The Meeting continued for the declaration of results.
The Company Secretary informed that the results of the poll taken have been verified by the Independent Scrutineers and declared the displayed results with details as follows: –
Based on the poll results, the Chairman declared that Ordinary Resolutions 1 to 9 as tabled at the 25th AGM were carried.
The Chairman concluded the meeting and thanked all those who participated in the Company’s 25th AGM.
There being no other matter to discuss, the 25th AGM of the Company concluded at 12.05 pm with a vote of thanks to the Chairman.
Confirmed as a correct record
_______________________
Chairman