TIDMHID
RNS Number : 6978F
Hidong Estate PLC
29 July 2016
HIDONG ESTATE PLC
(990786-V)
Annual Report 2016
Contents
Page
Notice of meeting .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 1 - 2
Corporate information .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 3 - 4
Chairman's statement .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 5
Strategic report .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 6 - 7
Report of the directors .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 8- 14
Directors' remuneration report .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 15- 16
Statement of directors' responsibilities in respect of
the annual report and the financial statements .. .. ..
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 17 -
.. .. .. .. 18
Independent auditor's report to the members of Hidong
Estate Plc .. .. .. .. 19- 21
Profit and loss account .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 22
Balance sheet .. .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 23
Statement of Other Comprehensive Income.. .. .. .. ..
.. .. .. .. .. .. .. .. 24
Statement of Changes in Equity .. .. .. .. .. .. .. ..
.. .. . .. .. .. .. .. .. .. .. .. 24
Cash flow statement .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 25
Notes to the financial statements .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 26-33
Comparative statistics .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 34
Notice of meeting
NOTICE IS HEREBY GIVEN that the NINETY-THIRD ANNUAL GENERAL
MEETING of the Company will be held at the head office of the
Company, Third Floor, Standard Chartered Bank Chambers, Beach
Street, 10300 Penang, Malaysia on Monday, 26 September 2016 at
10:30 a.m. for the following purposes:-
1. To receive and consider the audited financial statements and
the reports of the directors and auditors thereon for the year
ended 31 March 2016.
2. To re-elect Mr. Chew Sing Guan who retires in accordance with
article 108 of the Company's Articles of Association, and being
eligible, offers himself for re-election.
3. To consider and if thought fit to pass with or without modification the following resolution.
Ordinary Resolution:-
"THAT MHA MacIntyre Hudson be and are hereby appointed auditors
of the Company in place of the retiring auditors, KPMG LLP, to hold
office from the conclusion of this meeting until the conclusion of
the next general meeting at which financial statements are laid
before the Company, and that their remuneration be fixed by the
directors."
4. To approve the Directors' Remuneration Report
Ordinary Resolution:-
"THAT the Directors' Remuneration Report for the year ended 31
March 2016 be and is hereby approved."
5. To approve the Directors' Remuneration Policy
Ordinary Resolution:-
"THAT the Directors' Remuneration Policy be and is hereby
approved"
6. To approve the following resolutions as Ordinary Resolutions :-
(a) "THAT authority be and is hereby given to Mr Diong Chin Teck
who has served as an independent non-executive director of the
Company for a cumulative term of more than nine (9) years to
continue to act as an independent non-executive director of the
Company."
(b) "THAT authority be and is hereby given to Tuan Haji Zambri
bin Haji Mahmud who has served as an independent non-executive
director of the Company for a cumulative term of more than nine (9)
years to continue to act as an independent non-executive director
of the Company."
(c) "THAT authority be and is hereby given to Mr Chew Beow Soon
who has served as an independent non-executive director of the
Company for a cumulative term of more than nine (9) years to
continue to act as an independent non-executive director of the
Company."
7. To transact any other business of which due notices shall have been given.
By order of the Board
Lim Kim Teck
Secretary
29 July 2016
Notes
1. A member entitled to attend and vote at the meeting is
entitled to appoint one or more proxies to attend and vote instead
of him. A proxy need not be a member of the Company. A form of
proxy is enclosed for your completion and return.
2. A statement of all transactions of each director and, where
applicable, of his family in the share capital of the Company will
be available at the head office of the Company on any weekday
during normal business hours from the date of this notice until the
conclusion of the annual general meeting. There are no service
contracts in existence with the directors.
3. Biographical details of the directors presenting themselves
for re-election and re-appointment are set out on the following
page. The Board has reviewed the performance of each individual
director, including the directors presenting themselves for
re-election and re-appointment, and concluded that each director
has performed effectively and continues to demonstrate commitment
to the role.
Corporate information
DIRECTORS
Chew Sing Guan (Chairman)
An executive director and chairman of the Company since 1983. A
non-executive director of the managing agents and Malaysian
registrars, Plantation Agencies Sdn. Berhad. Age 66.
Haji Zambri bin Haji Mahmud
A non-executive director of the Company since 1986. A director
of several private limited companies involved in palm oil milling.
Age 77.
Diong Chin Teck
A non-executive director of the Company since 2000. A director
of several public limited companies, a few of which are quoted. Age
83.
Chew Beow Soon
A non-executive director of the Company since 2000. A director
of several private limited companies. Age 67.
AUDIT COMMITTEE
Haji Zambri bin Haji Mahmud (Chairperson)
Chew Beow Soon (Member)
Diong Chin Teck (Member)
COMPANY SECRETARY
Lim Kim Teck
HEAD OFFICE, MANAGING AGENTS
AND MALAYSIAN REGISTRARS
Plantation Agencies Sdn. Berhad
Third Floor, Standard Chartered Bank Chambers,
Beach Street, 10300 Penang, Malaysia.
P.O.Box 706,
10790 Penang, Malaysia.
REGISTERED OFFICE
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
U.K. REGISTRARS
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
AUDITORS
KPMG LLP
15 Canada Square
London, E14 5GL
LISTING
London Stock Exchange
Chairman's statement
On behalf of the Board of Directors, I am pleased to present the
Annual Report and Financial Statements of Hidong Estate Plc for the
financial year ended 31 March 2016.
The Company recorded profit before tax of RM163,315 for the
financial year ended 31 March 2016. The gain is mainly attributable
to interest income.
Major macroeconomic realignments are affecting prospects
differentially across countries and regions. These include the
slowdown and rebalancing in China; a further decline in commodity
prices, especially for oil, with sizable redistributive
consequences across sectors and countries; a related slowdown in
investment and trade; and declining capital flows to emerging
market and developing economies. These realignments together with a
host of non-economic factors, including geopolitical tensions and
political discord are generating substantial uncertainty. On the
whole, they are consistent with a subdued outlook for the world
economy but risks of much weaker global growth have also risen.
Emerging market stress could rise further, also reflecting
domestic vulnerabilities. For instance, an additional bout of
exchange rate depreciations could further worsen corporate balance
sheets, and a sharp decline in capital inflows could force a rapid
compression of domestic demand. A protracted period of low oil
prices could further destabilise the outlook for oil-exporting
countries. While some countries still have sizable buffers, these
are eroding, and some countries already face the need for sharp
expenditure cuts. Mindful of this, the Board remained prudent and
continued its disciplined approach by maintaining the Company's
assets in liquid form and controlling costs at the same time. With
this prudent liquidity management, the Company maintains sufficient
levels of cash or readily convertible investments to quickly
respond to opportunities should they eventualise.
Lastly, I would like to express my sincere appreciation to our
valued shareholders for their continuous support and my
appreciation also goes to fellow Board members, management and
staff for their co-operation, dedication and contribution to the
Company.
CHEW SING GUAN
Chairman
Penang, Malaysia
29 July 2016
Strategic Report
The original principal activities of the Company which were the
production of natural rubber and oil palm fresh fruit bunches
ceased when the Company sold its land and plantations in 2006.
Since then, the Board has been actively identifying suitable
investments for the Company.
The Company's assets after the disposal of the plantation and
its other plant and equipment comprise cash and bank deposits all
of which earn interest and investments in listed equities. The
income generated from deposits and investments as well as any gain
from disposal of investments serve to increase shareholders' funds
and is the strategy adopted by the Company strategy to preserve and
grow value for shareholders.
PERFORMANCE INDICATORS
The Company's performance in its investment activities are
highlighted as follows:
2016 2015
RM RM
Lower income derived from
Income from investments 34,067 46,332 investments in 2016.
Lower gain on disposal
of investments in equities
Gain on disposal of investments 19,527 37,186 in 2016.
Interest receivable on Consistent returns from
short interest on short term
term bank deposits 404,845 359,721 bank deposits.
All performance measures are in line with management's
expectations.
PRINCIPAL RISKS AND UNCERTAINTIES
As the Company's assets comprise cash and bank deposits and
investments in listed equities, the financial risks involved are
minimal. The principal risks and the steps the Company has taken to
manage these risks are disclosed in Note 11 to the financial
statements.
All of the Company's day-to-day management and administrative
functions are outsourced to third parties. As a result, the Company
has no employees or internal operations. The Company has therefore
not reported further in respect of these provisions in this annual
report.
VIABILITY STATEMENT
As at the end of the financial year, the Company's assets
comprise of approximately 90.5% in cash and cash and cash
equivalents and 9.0% in quoted equity investments which are highly
liquid in nature. The Directors believe that, taking into account
the Company's strong solvency position, highly liquid assets and
measures taken to manage the principal risks, the Company will be
able to continue its investment activities and meet its liabilities
as they fall due for the period up to 31 March 2019, being the
period considered by the Directors in their assessment for the next
three years. In their assessment the Directors also believe that,
should the need arise, the
Company will be able to raise new finance through borrowings to
fund new investments it may identify as the Company currently does
not have any borrowing.
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
29 July 2016
Report of the directors
The directors present their annual report and financial
statements of the Company for the financial year ended 31 March
2016.
RESULTS AND DIVID
The Company made a profit after tax of RM50,077 for the current
financial year as compared to RM127,031 in the previous year. The
directors do not recommend any final dividend to be paid for the
current financial year (2015 : RM Nil).
DIRECTORATE
The names of the directors who held office during the year
together with brief biographical details are shown on page 3. In
accordance with article 108 of the Company's Articles of
Association, Mr. Chew Sing Guan will retire by rotation at the
forthcoming annual general meeting and, being eligible, offers
himself for re-election.
The directors do not have any service contract with the Company.
Mr. Chew Sing Guan is a non-executive director of Plantation
Agencies Sdn. Berhad who acted as the Malaysian Registrars and an
agent to the Company in Malaysia.
SUBSTANTIAL SHAREHOLDINGS
At the date of this report, substantial interests in the share
capital of the Company, as notified to the Company, were as
follows:-
No. of ordinary shares of
10p each %
Malayan Securities Trust Sdn.
Berhad 798,986 46.63
Thomas William George Charlton 234,997 13.72
Flairshare Limited 132,000 7.70
The Temerloh Rubber Estates
Berhad 88,442 5.16
Mr. Chew Sing Guan has notified an interest in the shares held
by Malayan Securities Trust Sdn. Berhad. The directors are not
aware of any other beneficial holding of 3% or more in the share
capital of the Company.
PAYMENT TO SUPPLIERS
The Company does not follow any code or standard on payment
practice. The Company's policy, in relation to all of its
suppliers, is to make settlement according to the terms of payment
agreed at the commencement of business with that supplier provided
that the supplier has complied with the terms and conditions of the
supply agreement.
TAXATION
The Company is tax resident in Malaysia.
CORPORATE GOVERNANCE
As at the date of this report the Company is not in full
compliance with the following provisions of the UK Corporate
Governance Code (2014): C3.2, C3.4, C3.5, C3.6 and C3.8 due to its
size, the nature of its current activities which is investment
holding and the small volume of transactions conducted per year.
Areas of non-compliance with the Corporate Governance code are
appropriately disclosed in the succeeding paragraphs.
Internal Audit
The need for an internal audit function has been reviewed by the
directors. It was decided that the current size of the Company,
nature of its activities and small volume of transactions combined
with the tight financial and management control exercised by the
directors on a day-to-day basis negates such a need. The policy
will be kept under review. The absence of an internal audit
function is not in compliance with provision C.3.6 of the Corporate
Governance code.
External Auditors
The Audit Committee assesses annually the effectiveness of the
external audit process and has primary responsibility for making
recommendation on the appointment, re-appointment or removal of the
external auditors.
The current external auditor was appointed in 1999 and have been
re-appointed annually since then. The Company last conducted a
tender for external auditors in 1999. Due to the nature of the
company it was not felt necessary to tender the audit in accordance
with the Corporate Governance Code.
The external auditors did not provide any non-audit services in
this or the previous year.
Directors
The directors carry out their duties in a manner that will
safeguard the shareholders' interests at all times. They are
responsible for ensuring sound management of the Company and
effective implementation and execution of its policies, decisions
and business strategies towards ensuring a successful continuity of
the business.
The Board ordinarily meets four times a year. During the year
ended 31 March 2016 the Board met on three occasions. Details of
the directors' attendance at Board meetings during the financial
year are as follows:
Attendance
Chew Sing Guan 3/3
Haji Zambri bin Haji Mahmud 3/3
Diong Chin Teck 3/3
Chew Beow Soon 3/3
The Board is guided by a formal schedule of matters specifically
reserved to it for decision making which includes future strategy,
key business policies, material acquisitions and disposals,
approval of interim financial statements, annual reports and
financial statements. Directors have full and timely access to
information and Board papers and reports relevant to the issues of
meetings are circulated to Board members in advance of the
meetings. Procedures are in place for directors to take independent
professional advice in the furtherance of their duties, if
necessary, at the Company's expense. In addition, all directors
have direct access to the advice and services of the Company
Secretary.
Directors (Cont'd)
The Board consists of the executive Chairman, Mr. Chew Sing Guan
and three independent non-executive directors namely Tuan Haji
Zambri bin Haji Mahmud, Mr. Diong Chin Teck and Mr. Chew Beow Soon.
Even though all three non-executive directors have been in post for
more than six years, the Board is satisfied that they have
continued to demonstrate independence in terms of character and
judgement.
In non-compliance with provision A.2.1 and A.3.1 of the
Corporate Governance code it is the Board's view that for a Company
of this size it is not deemed necessary to separate the posts of
chairman and chief executive officer. Furthermore, the Board is of
the opinion that there is a strong independent element within the
Board in the form of the three independent non-executive directors
who provide a check and balance in the Board on decision making.
For the same reasons, even though this is not in compliance with
provision A.4.1 and B.2.1 of the Corporate Governance code, the
Board is also of the view that it is not deemed necessary to
appoint a senior independent director or to form a Nomination
Committee. The Board is assisted by professionals (Managing Agents)
who report periodically to it. Important business matters are
submitted to the Board for decision.
In addition, in non-compliance with the Corporate Governance
Code, Mr. Chew Sing Guan is a non-executive director of Plantation
Agencies Sdn. Berhad who acted as the Malaysian Registrars and an
agent to the Company in Malaysia.
In accordance with the Articles of Association of the Company,
all directors are subject to election by shareholders at the first
Annual General Meeting after their appointment and thereafter
subject for re-election at least once every three years. The Board
has always complied with this requirement. The Board has chosen not
to adopt provision B.7.1 of the Code that non-executive directors
who have served for more than nine years should be subject to
annual re-election since the existing practice, which complies with
Company law and the Articles, works well. However, the Company will
seek shareholders' approval for independent non-executive directors
who have served for more than nine years to continue to act as
independent non-executive directors of the Company.
The Company has not complied with provisions D.1.1 to D.1.5 of
the Corporate Governance code relating to remuneration schemes for
directors as the directors received only a nominal fee for their
services and there is no intention to change the way they are
remunerated. Accordingly, the formation of a Remuneration Committee
is not deemed to be necessary and the Company has not complied with
provisions D.2.1 and D.2.2 of the Corporate Governance code.
The Board has commenced a self-evaluation process for the
performance evaluation of the Board, the Audit Committee and its
individual directors. The assessment of the individual directors on
the performance of the Board and the Audit Committee are collated
for the Chairman's review and presented to the entire Board. Each
director also assesses the individual performance of the other
directors and the results are presented to the Chairman who then
holds discussions with all the individual directors regarding their
effectiveness. The performance of the Chairman is assessed
collectively by the non-executive directors.
Relations with shareholders
The Board has through the years used the Annual Report and the
Annual General Meeting to communicate with its shareholders. It is
always ready to hold dialogues with interested investors to improve
the Company's business activities.
Audit Committee
The Audit Committee comprises three independent non-executive
directors, namely Tuan Haji Zambri bin Haji Mahmud (Chairperson),
Mr. Diong Chin Teck and Mr. Chew Beow Soon.
The Audit Committee is responsible for reviewing the Company's
risk management, internal control and audit processes. The Audit
Committee assists the Board in seeking to ensure that the financial
and non-financial information supplied to the Board and
shareholders presents a fair, balanced and understandable
assessment of the Company's position and performance. The Committee
is authorised by the Board to investigate any activity within its
terms of reference. It is authorised to seek any information it
requires from any employee and all employees are directed to
co-operate with any request made by the Committee. Any staff may,
in confidence, raise concerns about possible improprieties in
matters of the Company to the Chairman of the Audit Committee who
is empowered to carry out investigation of such matter and take
appropriate follow-up action.
The Committee is authorised by the Board to obtain outside legal
or other independent professional advice and to secure the
attendance of outsiders with relevant experience and expertise it
considers necessary.
During the financial year ended 31 March 2016, the Audit
Committee met four times and the attendances of the members of the
Committee are as follows:
Attendance
Haji Zambri bin Haji Mahmud 4/4
Diong Chin Teck 3/4
Chew Beow Soon 4/4
During the year the Audit Committee assisted the Board in
reviewing the periodic operational and financial reports submitted
by the Managing Agents. As part of its function in discharging its
responsibilities, the Audit Committee carried out the
following:
- reviewed the half-yearly interim report to shareholders before
submitting the same to the Board for approval and announcement
- review the system of internal controls put in place by the
Managing Agents to manage the operations of the Company
- reviewed the external auditors' scope of work and audit plans for the year
- discussed the findings of the external auditors in respect of
their audit of the annual financial statements before submitting
the same to the Board for approval and announcement.
Significant risk areas
The Company's assets mainly comprise cash and investments in
listed equities and this portfolio of cash and listed investments
is considered to be the key driver of operations and performance
results of the Company. The Audit Committee considered cash and
listed investments to be at low risk of significant misstatements
or not to be subject to a significant level of judgement. However,
due to their high materiality in the context of the financial
statements as a whole, the Audit Committee agreed with the
auditors' view that they are considered to be the area which
had
the greatest effect on the overall audit of the financial
statements. The Audit Committee are satisfied that the risks
surrounding cash and listed investments are adequately mitigated
due to the fact that they are:
- comfortable with the processes and controls in place to record
investment transactions and to value the portfolio;
- comfortable with the processes and controls in place
surrounding the treasury function and the bank reconciliation
process; and
- the valuation of listed investments can be agreed to externally quoted prices.
Internal Controls
The Board is responsible for the Company's system of internal
control and for reviewing its effectiveness, which it does on an
annual basis. Such a system is designed to manage, rather than
eliminate, the risk of failure of achieving business objectives and
can provide only reasonable, but not absolute, assurance against
material misstatement or loss. There is a continuous process for
identifying, evaluating and managing the significant risks faced by
the Company. This process was in place throughout the year under
review and up to the date of approval of the annual report.
The key elements of the Company's internal controls are as
follows:
-- Risk assessment
The Board is responsible for the identification, evaluation and
review of risks facing the business. Such risks are reviewed on a
continuous basis and are carried out as part of the monthly
reporting.
-- Control environment and control activities
The day-to-day operation of the system of internal controls is
delegated to the Managing Agents. The management and control
procedures cover issues such as physical controls, segregation of
duties, authorisation levels and comprehensive financial and
operational reporting systems. Such procedures are documented for
effective control and monitoring.
-- Information and communication
The Board holds periodic formal and informal discussions on the
Company's affairs where all important business decisions are
formally discussed and documented. The Board holds periodic board
meetings to formally approve the financial reports submitted by the
Managing Agents.
DISCLOSURE OF INFORMATION TO AUDITORS
The directors who held office at the date of approval of this
directors' report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's
auditor is unaware and each director has taken all the steps that
they ought to have taken as a director to make themselves aware of
any relevant audit information and to establish that the Company's
auditor is aware of that information.
GOING CONCERN
Having undertaken all the appropriate procedures and assessing
the financial position as at the year end, performance and results
for the financial year, the directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus they continue to adopt
the going concern basis of accounting in preparing the annual
financial statements.
CONTROLLING SHAREHOLDER
In May 2014 the Listing Rules were amended to include new
requirements relating to controlling shareholders. The revised
Listing Rules require that premium listed companies with
"controlling shareholders" (defined as a shareholder who
individually or with any of their concert parties exercises or
controls 30% or more of the votes able to be cast on all or
substantially all the matters at the Company's general meeting)
must enter into a relationship agreement containing specific
independence provisions.
The independence provisions required by the Listing Rules are
that:
(i) transactions and arrangements with the controlling
shareholder (and/or any of its associates) will be conducted at
arm's length and on normal commercial terms;
(ii) neither the controlling shareholder nor any of its
associates will take any action that would have the effect of
preventing the Company from complying with its obligations under
the Listing Rules; and
(iii) neither the controlling shareholder nor any of its
associates will propose or procure the proposal of a shareholder
resolution which is intended or appears to be intended to
circumvent the proper application of the Listing Rules.
By virtue of his interest in the shares held by Malayan
Securities Trust Sdn. Berhad which has 46.63% shareholding in the
Company, Mr. Chew Sing Guan is a controlling shareholder. The Board
notes that the current activities of the Company comprise of
placing deposits with financial institutions and investments in
listed equities. The administrative affairs of the Company are
handled by a managing agent and total expenditure for the year
amounted to less than 3% of net assets of the Company. In view of
the nature of the Company's activities and the small volume of
transactions conducted, the Board considers that there is
negligible risk of any transaction or arrangement being conducted
by the Company with the controlling shareholder to the latter's
advantage. Nevertheless, the Board is discussing to put in place an
undertaking with the controlling shareholder to comply with the
Listing Rules.
AUDITOR
The retiring auditors KPMG LLP do not seek re-appointment at the
2016 Annual General Meeting.
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
29 July 2016
Directors' remuneration report
On behalf of the Board of Directors, I am pleased to present the
Directors' Remuneration Report for the year ended 31 March
2016.
This report has been prepared in accordance with the legislation
relating to the reporting of Directors' remuneration and complies
with the sections 420 to 421 of the Companies Act 2006 and of
Schedule 8 of SI 2008/410 Large and medium-sized companies and
groups (Accounts and Directors' Report) Regulation 2008, as
amended. The report also meets the relevant requirement of the
Listing Rules of the Financial Conduct Authority. In accordance
with the Act, this report is divided into a section on Directors'
Remuneration Policy and a second section on the annual Report on
Directors' Remuneration, which details the remuneration paid to the
Directors during the financial year under review.
Shareholders will be asked to vote separately on the Directors'
Remuneration Policy and the Report on Directors' Remuneration at
the Annual General Meeting of the Company at which the financial
statements will be approved.
The regulations require the auditors to report to the Company's
members on the "auditable part" of the Directors' remuneration. The
report has therefore been divided into 2 sections for audited and
unaudited information.
Unaudited Information
Directors' Remuneration Policy
In accordance with the Company's Memorandum and Articles of
Association, the directors received only a nominal fee for their
services. The fees paid to the directors are not linked to
performance and the Company has no intention to change the way the
directors are remunerated in the future.
Share Options
As at 31 March 2016, no options were granted to the directors to
subscribe for any shares in the Company.
Service contracts
There are no service contracts in existence with the directors
and they received only a nominal fee for their services.
Audited information
Aggregate Directors' remuneration
The total amounts for Directors' remuneration are as
follows:
2016 2015
RM RM
Emoluments 5,107 4,506
------ ------
2016 2015
RM RM
Directors' emoluments - fee
Executive Director
Chew Sing Guan 1,459 1,287
Non-executive Directors
Haji Zambri bin Haji Mahmud 1,216 1,073
Diong Chin Teck 1,216 1,073
Chew Beow Soon 1,216 1,073
------ ------
5,107 4,506
------ ------
Approval
This report was approved by the Board of Directors on 29 July
2016 and signed on its behalf:
CHEW SING GUAN
Chairman
Statement of directors' responsibilities in respect of the
annual report and the financial statements
The directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with UK
Accounting Standards, including FRS 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the profit or
loss of the company for that period. In preparing these financial
statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the company and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
Responsibility statement of the directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the company taken as a whole; and
-- the strategic report and directors' report includes a fair
review of the development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the company's position and
performance, business model and strategy.
Chew Sing Guan, Chairman
29 July 2016
Independent auditor's report to the members of Hidong Estate Plc
only
Opinions and conclusions arising from our audit
1 Our opinion on the financial statements is unmodified
We have audited the financial statements of Hidong Estate Plc
for the year ended 31 March 2016 set out on pages 22 to 33. In our
opinion the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 March 2016 and of its profit for the year then
ended;
-- have been properly prepared in accordance with UK Accounting
Standards, including FRS 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland ; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
2 Our assessment of risks of material misstatement
In arriving at our audit opinion above on the financial
statements the risks of material misstatement that had the greatest
effect on our audit were as follows:
Carrying amount of cash and listed investments RM 11,778,634
(2015: RM 11,703,445) Risk vs 2015: Refer to page 7 (Audit
Committee Report), page 28 (accounting policy) and pages 30 to 31
(financial disclosures)
The risk - The Company's portfolio of cash and listed
investments makes up 99.6% of total assets (by value) and is
considered to be the key driver of operations and performance
results. We do not consider cash or listed investments to be at
high risk of significant misstatement, or to be subject to a
significant level of judgment because they comprise liquid and, in
the case of investments, quoted, investments. However, due to their
materiality in the context of the financial statements as a whole,
they are considered to be the areas which had the greatest effect
on our overall audit strategy and allocation of resources in
planning and completing our audit.
Our response - Our procedures over the existence, completeness
and valuation of the Company's portfolio of cash and listed
investments included, but were not limited to:
- documenting and assessing the processes and controls in place
to record investment transactions and to value the portfolio;
- agreeing the valuation of 100 per cent of listed investments to externally quoted prices; and
- agreeing 100 per cent of cash and listed investment holdings
to independently received third party confirmations.
3 Our application of materiality and an overview of the scope of our audit
The materiality for the financial statements as a whole was set
at RM 118,000 (2015: RM 117,000). This has been determined with
reference to a benchmark of total assets, of which it represents 1%
(2015: 1%).
We report to the Audit Committee any corrected and uncorrected
misstatements exceeding RM 6,000 (2015: RM 6,000), in addition to
other identified misstatements that warranted reporting on
qualitative grounds.
Due to the extent of the Company's activities in Malaysia, the
audit work is undertaken primarily by an audit team from KPMG
Malaysia under the direction of KPMG UK. KPMG UK inspected the work
of KPMG Malaysia and any further work required was then performed
by KPMG Malaysia. Both the audit partner from KPMG Malaysia and the
UK senior statutory auditor attend the audit committee
meetings.
4 Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion:
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006; and
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
5 We have nothing to report on the disclosures of principal risks
Based on the knowledge we acquired during our audit, we have
nothing material to add or draw attention to in relation to:
-- the directors' statement of viability on page7, concerning
the principal risks, their management, and, based on that, the
directors' assessment and expectations of the company's continuing
in operation over the 3 years to 31 March 2019; or
-- the disclosures in note 1 of the financial statements
concerning the use of the going concern basis of accounting.
6 We have nothing to report in respect of the matters on which
we are required to report by exception
Under ISAs (UK and Ireland) we are required to report to you if,
based on the knowledge we acquired during our audit, we have
identified other information in the annual report that contains a
material inconsistency with either that knowledge or the financial
statements, a material misstatement of fact, or that is otherwise
misleading.
In particular, we are required to report to you if:
-- we have identified material inconsistencies between the
knowledge we acquired during our audit and the directors' statement
that they consider that the annual report and financial statements
taken as a whole is fair, balanced and understandable and provides
the information necessary for shareholders to assess the company's
position and performance, business model and strategy; or
-- the Audit Committee section of the Report of the Directors
does not appropriately address matters communicated by us to the
audit committee.
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
-- the directors' statements, set out on pages 13 and 7, in
relation to going concern and longer-term viability; and
-- the part of the Corporate Governance Statement on page
9relating to the company's compliance with the eleven provisions of
the 2014 UK Corporate Governance Code specified for our review.
We have nothing to report in respect of the above
responsibilities.
Scope and responsibilities
As explained more fully in the Directors' Responsibilities
Statement set out on page 16, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. A description of the scope of
an audit of financial statements is provided on the Financial
Reporting Council's website at www.frc.org.uk/auditscopeukprivate.
This report is made solely to the company's members as a body and
is subject to important explanations and disclaimers regarding our
responsibilities, published on our website at
www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into
this report as if set out in full and should be read to provide an
understanding of the purpose of this report, the work we have
undertaken and the basis of our opinions.
Mark Smith (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
29 July 2016
Profit and loss account for the year ended
31 March 2016
2016 2015
Note RM RM
Administrative expenses (299,744) (248,357)
Other income 4,620 -
----------- ----------
Operating loss (295,124) (248,357)
Income from investments 34,067 46,332
Gain on disposal of investments 19,527 37,186
Interest receivable on short term bank
deposits 404,845 359,721
----------- ----------
Profit on ordinary activities before
taxation 2 163,315 194,882
Tax on profit on ordinary activities 3 (113,238) (67,851)
----------- ----------
Retained profit for the year 8 50,077 127,031
----------- ----------
Basic and diluted profit per 10p share 4 2.92 sen 7.41 sen
----------- ----------
The results stated above are all derived from continuing
operations.
The Company has no recognised gains or losses in the period
other than those included within the Profit and Loss account and
Other Comprehensive Income.
Company Number: 00188390
The notes on pages 26 to 33 form part of these financial
statements.
Balance sheet as at 31 March 2016
Note 2016 2015
RM RM
Fixed assets
Investments 5 1,070,883 1,102,280
Current assets
------------ ------------
Other receivables 52,702 42,933
Cash and cash equivalents 10 10,707,751 10,601,165
10,760,453 10,644,098
------------ ------------
Current liabilities
Trade and other payables: amounts
falling due within one year 6 (540,675) (477,926)
(540,675) (477,926)
------------ ------------
Net current assets 10,219,778 10,166,172
Net assets 11,290,661 11,268,452
------------ ------------
Capital and reserves
Called up share capital 7 1,067,846 1,067,846
Fair value reserve 8 259,310 287,178
Profit and loss account 8 9,963,505 9,913,428
Shareholders' funds 11,290,661 11,268,452
------------ ------------
These financial statements were approved by the Board of
Directors on 29 July 2016.
CHEW SING GUAN )
) Directors
)
CHEW BEOW SOON )
Company Number: 00188390
The notes on pages 26 to 33 form part of these financial
statements.
Statement of Other Comprehensive Income for the year ended 31
March 2016
2016 2015
RM RM
Profit for the financial year 50,077 127,031
---------- --------
Other Comprehensive Income
Unrealised (losses)/gains on investments (27,868) 32,630
Total Other Comprehensive Income for the
year 22,209 159,661
---------- --------
Statement of Changes in Equity for the year ended 31 March
2016
2016 2015
RM RM
Retained profit for the year 50,077 127,031
Other recognised (losses)/gains for the year (27,868) 32,630
Net addition to shareholders' funds 22,209 159,661
Opening shareholders' funds 11,268,452 11,108,791
Closing shareholders' funds 11,290,661 11,268,452
----------- -----------
The notes on pages 26 to 33 form part of these financial
statements.
Cash flow statement for the year ended
31 March 2016
Note 2016 2015
RM RM
Cash flows from operating activities
Profit for the year 50,077 127,031
Adjustments for:
Interest receivable on short term bank
deposits (404,845) (359,721)
Gain on disposal of investments (19,527) (37,186)
Income from investments (34,067) (46,332)
Taxation 3 113,238 67,851
----------- -----------
(295,124) (248,357)
Increase in trade and other payables 49,945 2,870
----------- -----------
(245,179) (245,487)
Tax paid (100,434) (66,007)
----------- -----------
Net cash from operating activities (345,613) (311,494)
----------- -----------
Cash flows from investing activities
Dividend received 27,469 39,138
Interest received 395,076 352,517
Purchase of investments (15,222) -
Sale of investments 44,876 80,774
----------- -----------
Net cash from investing activities 452,199 472,429
----------- -----------
Cash flows from financing activities
Increase in short term deposits 10 (200,081) (100,000)
----------- -----------
Net cash from financing activities (200,081) (100,000)
----------- -----------
(Decrease)/Increase in cash (93,495) 60,935
----------- -----------
Cash and cash equivalents at 31 March
2016 10 10,707,751 10,601,165
----------- -----------
The notes on pages 26 to 33 form part of these financial
statements.
Notes to the financial statements
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Company's financial statements.
1 Accounting policies
These financial statements were prepared in accordance with
Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland ("FRS 102") as issued
in August 2014. The amendments to FRS 102 issued in July 2015 and
effective immediately have been applied. The presentation currency
of these financial statements is Ringgit Malaysia (RM).
In the transition to FRS 102 from old UK GAAP, the Company has
made no measurement and recognition adjustments.
The Company is not part of a larger group and does not prepare
consolidated financial statements,
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in these
financial statements.
(a) Measurement convention
The financial statements are prepared on the historical cost
basis except that the fixed assets investments are stated at their
fair value measured in accordance with the revaluation model. .
(b) Going concern
Having undertaken all the appropriate procedures and assessing
the financial position as at the year end, performance and results
for the financial year, the directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus they continue to adopt
the going concern basis of accounting in preparing the annual
financial statements.
(c) Foreign currency
Transactions in foreign currencies are recorded in Ringgit
Malaysia (RM) at rates ruling at the transaction dates. Assets and
liabilities are reported at the rates prevailing at the balance
sheet date except for share capital which remains at the historical
rate. Exchange gains and losses are included in the profit and loss
account.
Notes (continued)
1 Accounting policies (continued)
(d) Employee Benefits
Short term benefits
Wages, salaries, bonuses and social security contributions are
recognised as an expense in the year in which the associated
services are rendered by employees of the Company. Short term
accumulating compensated absences, such as paid annual leave, are
recognised when services are rendered by employees that increases
their entitlement to future compensated absences and short term
non-accumulating compensated absences, such as sick leave, are
recognised when the absences occur.
(e) Taxation
The charge for taxation is based on the profit for the year and
takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting
purposes.
Deferred tax is recognised, without discounting, in respect of
all timing differences between the treatment of certain items for
taxation and accounting purposes which have arisen but not reversed
by the balance sheet date, except as otherwise required by Section
29 of FRS102.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
(f) Loans, receivables and payables
Short term debtors are classified as loans and receivables, as
defined in Section 11 of FRS102: Basic financial instruments.
Trade and other debtors are recognised initially at transaction
price less attributable transaction costs. Trade and other
creditors are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any impairment losses in the case of trade debtors. If
the arrangement constitutes a financing transaction, for example if
payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a
market rate of instrument for a similar debt instrument
(g) Income
Interest income is recognised on an accrual basis.
Dividend income is recognised when the right to receive payment
is established.
Notes (continued)
1 Accounting policies (continued)
(h) Cash and liquid resources
Cash, for the purpose of the cash flow statement, comprises cash
in hand and deposits repayable on demand less overdrafts payable on
demand, if any. Liquid resources are current assets investments
which are disposable without curtailing the business and are either
readily convertible into known amounts of cash at or close to their
carrying values or traded in an active market.
(i) Investments
The Company's investments are quoted equity investments and are
classified as available-for-sale financial assets. Subsequent to
initial recognition, they are measured at fair value and changes
therein, other than impairment loss, are recognised directly in
equity. All impairment losses are recognised in the profit and loss
account.
When an investment is derecognised, the cumulative gain or loss
previously recognised in equity is recognised in the profit and
loss account.
2. NOTES TO THE PROFIT AND LOSS ACCOUNT
The profit on ordinary activities before taxation is stated:
2016 2015
RM RM
After charging:
Directors' remuneration *
- Chew Sing Guan 1,459 1,287
- Haji Zambri Bin Haji Mahmud 1,216 1,073
- Diong Chin Teck 1,216 1,073
- Chew Beow Soon 1,216 1,073
Auditor's remuneration
- Audit of these financial statements 158,289 121,883
and after crediting:
Interest income 404,845 359,721
Dividend income 34,067 46,332
Gain on disposal of investments 19,527 37,186
* Directors' remuneration totalling RM5,107 (2015 : RM4,506) is
in respect of directors' fees for duties performed outside the
United Kingdom.
3. TAX ON PROFIT ON ORDINARY ACTIVITIES
2016 2015
RM RM
Foreign taxation
- current year 96,151 68,347
- prior year 17,087 (496)
------- -------
The current tax charge for the year is higher than the standard
rate of corporation tax in the UK of 20% (2015 : 21%). The
differences are explained below.
Reconciliation of effective tax
expense
2016 2015
RM RM
Profit before tax 163,315 194,882
--------- ---------
Current tax at 20% (2015 : 21%) 32,663 40,925
Expenses not deductible for tax
purposes 55,900 48,378
Income not subject to tax (11,643) (17,539)
Higher/(Lower) tax rates on overseas
earnings 15,385 (3,417)
Others 3,846 -
Under/(Over) provided in prior
years 17,087 (496)
--------- ---------
113,238 67,851
--------- ---------
4. BASIC AND DILUTED PROFIT PER ORDINARY SHARE OF 10P EACH
This is based on the profit after tax of RM50,077 (2015 :
RM127,031) and 1,713,334 shares (2015 : 1,713,334 shares), being
the weighted average number of shares in issue. The basic profit
per ordinary share is calculated using a numerator of the net
profit for the year and a denominator of the weighted average
number of ordinary shares in issue for the year. There is no
difference in 2016 or 2015 between the basic and diluted profit per
share as there are no potentially dilutive shares, including share
options and warrants, to convert.
5. INVESTMENTS
2016 2015
RM RM
At beginning of year 1,102,280 1,106,044
Additions 21,820 7,194
Change in fair value (27,868) 32,630
Disposals (25,349) (43,588)
At end of year 1,070,883 1,102,280
---------- ----------
6. OTHER PAYABLES: Amounts falling due within one year
2016 2015
RM RM
- Other creditors 100,000 50,055
- Taxation and social security 440,675 427,871
-------- --------
540,675 477,926
-------- --------
Included in taxation and social security is an amount of
RM414,524 (2015 : RM414,524)representing a provision for the real
property gain tax arising from the sale of the plantation in
2006.
7. SHARE CAPITAL
2016 2015
RM RM
Authorised
2,000,000 ordinary shares of 10p
each 1,493,610 1,493,610
---------- ----------
Issued and fully paid up
1,713,334 ordinary shares of 10p
each 1,067,846 1,067,846
---------- ----------
8. RESERVES
Fair value Profit and
reserve loss account
RM RM
At 1 April 2015 287,178 9,913,428
Profit for the year - 50,077
Unrealised gains on investments (27,868) -
---------- -------------
At 31 March 2016 259,310 9,963,505
---------- -------------
9. EMPLOYEES
2016 2015
RM RM
Wages and salaries 1,459 1,287
------ ------
Average number of staff
employed during the year 1 1
------ ------
10. CASH AND CASH EQUIVALENTS
2016 2015
RM RM
Short term deposits 10,600,081 10,400,000
Cash at bank and in hand 107,670 201,165
----------- -----------
10,707,751 10,601,165
----------- -----------
11. FINANCIAL INSTRUMENTS
(a) Financial risk management objectives and policies
The Company's financial risk management policies seek to ensure
that adequate financial resources are available for the development
of the Company's business whilst managing its interest rate,
foreign exchange, liquidity and credit risks. The Company operates
within clearly defined guidelines that are approved by the Board of
directors and the Company's policy is not to engage in speculative
transactions.
(b) Interest rate risk
The Company's primary interest rate risk relates to
interest-earning assets as the Company had no long-term
interest-bearing debts as at 31 March 2016. The investments in
financial assets are mainly short term in nature and they are not
held for speculative purposes but have been mostly placed in fixed
deposits.
Effective interest
rate per annum Total Within 1 year
Financial Assets % RM RM
2016
Short term deposits 4.20 10,600,081 10,600,081
2015
Short term deposits 3.73 10,400,000 10,400,000
(c) Foreign exchange risk
The Company operates in Malaysia and is only exposed to the
sterling pound currency for payments made to UK companies for
services rendered to the Company. This poses minimum risk as the
level of these payments is not significant.
11. FINANCIAL INSTRUMENTS (Cont'd)
(d) Liquidity risk
The Company actively manages its operating cash flows and
availability of funds so as to ensure that all repayment and
funding needs are met. As part of its overall prudent liquidity
management, the Company maintains sufficient levels of cash or
readily convertible investments to meet its working capital
requirements.
(e) Credit risk
The Company's maximum credit risk exposure is the fair value of
its cash and cash equivalents, presented in note 10 of RM10,707,751
and RM10,601,165 at 31 March 2016 and 2015 respectively. Bank
balances are held with reputable and established financial
institutions.
The Company's principal financial asset is cash and short term
deposits and credit risk arises from cash and short term deposits
with banks and financial institutions.
It is the Company's policy to monitor the financial standing of
these institutions on an on going basis.
(f) Fair values
The fair values of financial assets and financial liabilities
reported in the balance sheet approximate to the carrying amounts
of those assets and liabilities.
(g) Price risk
The Company is exposed to equity price risk in relation to its
fixed asset investments, all of which are listed on the Malaysian
Stock Exchange. A five percent increase in Malaysian equity prices
at the reporting date would have increased equity by RM54,000 (2015
: RM55,000); an equal change in the opposite direction would have
decreased equity by RM54,000 (2015: RM55,000).
(h) Cash flow risk
The Company's assets comprise of cash and short term deposits
all of which earn interest. There is minimum risk on the cash flow.
Cash flow monitoring is a high priority with the management.
(i) Capital management
The Company's policy is to maintain a strong capital base so as
to maintain investor, creditor and market confidence and to sustain
the future development of the business. The Company is not subject
to externally imposed capital requirements. There were no changes
in the Company's approach to capital management in the year.
12. RELATED PARTY TRANSACTIONS AND BALANCES
The related party transactions undertaken by the Company during
the financial year are as follows:
2016 2015
RM RM
Agency fees and accounting fees paid
to
Plantation Agencies Sdn. Berhad,
acompany in which Chew Sing Guan,
director,
of the company is also a director 26,400 27,984
------- -------
Purchases and sales of quoted shares
through 2016 2015
Mercury Securities Sdn. Bhd. ("MSSB"), RM RM
a company in which, Chew Sing Guan,
director,
has a substantial financial interests
* Purchases of quoted shares 21,819 -
------- -------
* Sales of quoted shares 44,875 80,774
------- -------
The terms and conditions for the above transactions are based on
normal trade terms.
In the opinion of the directors there is no controlling or
ultimate controlling party at the year end.
13. Explanation of transition to FRS 102 from Adopted old UK
GAAP
As stated in note 1, these are the Company's first financial
statements prepared in accordance with FRS 102.
The accounting policies set out in note 1 have been applied in
preparing the financial statements for the year ended 31 March 2016
and the comparative information presented in these financial
statements for the year ended 31 March 2015.
The Company has made no measurement and recognition adjustments
upon transition from its old basis of accounting (UK GAAP) to FRS
102.
Comparative statistics - non audited
Year ended 31 March 2016 2015 2014 2013 2012
--------------------------- ----------- ----------- ----------- ----------- -----------
RM RM RM RM RM
BALANCE SHEET ANALYSIS
Called-up share capital 1,067,846 1,067,846 1,067,846 1,067,846 1,067,846
Reserves 10,222,815 10,200,606 10,040,945 9,650,644 9,562,954
----------- ----------- ----------- ----------- -----------
Total shareholders' funds 11,290,661 11,268,452 11,108,791 10,718,490 10,630,800
----------- ----------- ----------- ----------- -----------
Investments 1,070,883 1,102,280 1,106,044 1,395,641 1,335,965
Net current assets 10,219,778 10,166,172 10,002,747 9,322,849 9,294,835
11,290,661 11,268,452 11,108,791 10,718,490 10,630,800
----------- ----------- ----------- ----------- -----------
PROFIT AND LOSS
ACCOUNT ANALYSIS
(Loss)/profit before
interest and taxation (241,530) (164,839) 54,326 (132,833) (92,418)
Interest receivable 404,845 359,721 334,178 322,571 311,338
Taxation (113,238) (67,851) (67,166) (61,198) (64,530)
Profit after taxation 50,077 127,031 321,338 128,540 154,390
--------------------------- ----------- ----------- ----------- ----------- -----------
Proxy form HIDONG ESTATE PLC
I/We
---------------------------------------------------------------------------------------
of
-----------------------------------------------------------------------------------------------
In Block being a member(s) of HIDONG ESTATE PLC hereby appoint
#Mr. Chew Sing Guan or failing him,
Capitals Tuan Haji Zambri bin Haji
Mahmud or failing him ,
------------------------------------------------------------
as my/our proxy to vote for me/us and on my/our behalf
at the annual general meeting of the Company to be
held on 26(th) day of September 2016 and at any adjournment
thereof, in the manner indicated below:-
Please indicate Resolution relating to :- For Against
how you
wish your
vote to
be cast
------------------------------------------------------- --------------------- ----------------------
1. To receive and consider the
audited financial statements
and the reports of the directors
and auditors thereon for the
year ended 31 March 2016.
------- ---------------------------------------------- --------------------- ----------------------
2. To re-elect Mr. Chew Sing Guan
who retires in accordance with
article 108 of the Company's
Articles of Association, and
being eligible, offers himself
for re-election.
------- ---------------------------------------------- --------------------- ----------------------
3. To appoint MHA MacIntyre Hudson
as auditors in place of the
retiring auditors, KPMG LLP,
and authorise the directors
to fix their remuneration.
------- ---------------------------------------------- --------------------- ----------------------
4. To approve the Directors' Remuneration
Report for the year ended 31
March 2016.
------- ---------------------------------------------- --------------------- ----------------------
5. To approve the Directors' Remuneration
Policy.
------- ---------------------------------------------- --------------------- ----------------------
6. To approve the following non-executive
directors who have served as
independent non-executive directors
for a cumulative term of more
than nine (9) years to continue
to act as independent non-executive
directors of the Company:-
* Tuan Haji Zambri bin Haji Mahmud
* Mr. Diong Chin Teck
* Mr. Chew Beow Soon
------- ---------------------------------------------- --------------------- ----------------------
Number of shares held ...................
Dated this ................ day of ................................... Signature .................................
2016
Note :
1. # If it is desired to appoint another person as a proxy,
these names should be deleted and the name of the proxy, who need
not be a member of the Company, should be inserted in block
capitals, and the alteration should be initialled.
2. This proxy to be valid, must be deposited at the head office
of the Company, "Hidong Estate Plc, Third Floor, Standard Chartered
Bank Chambers, Beach Street, 10300 Penang, Malaysia" not less than
48 hours before the time appointed for holding the meeting.
3. In the case of a corporation, the proxy must be executed
under its common seal, or under the hand of a duly authorised
officer. If executed under the hand of a duly authorised officer,
evidence of such authority must be produced with the proxy
form.
4. In the case of joint holders, the signature of any one joint holder is sufficient.
5. If neither "FOR" nor "AGAINST" is indicated above, the proxy
will vote or abstain as he thinks fit.
6. To appoint more than one proxy you may photocopy this form.
Please indicate the proxy holder's name and the number of shares in
relation to which they are authorised to act as your proxy (which,
in aggregate, should not exceed the number of shares held by you).
Please also indicate if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be
returned together in the same envelope.
Please fold across the line and close
Please Affix Stamp Here
To:
HIDONG ESTATE PLC (990786-V)
THIRD FLOOR
Standard Chartered Bank Chambers
Beach Street
10300 Penang
Malaysia
Please fold across the line and close
This information is provided by RNS
The company news service from the London Stock Exchange
END
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