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COCOALAND HOLDINGS BERHAD Corporate Presentation Stock Code: 7205 Bloomberg Ticker: COLA : MK Website: www.cocoaland.com

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COCOALAND HOLDINGS BERHAD

Corporate Presentation Stock Code: 7205

Bloomberg Ticker: COLA : MK

Website: www.cocoaland.com

2

Disclaimer

Information contained in our presentation is intended solely for your personal reference

and is strictly confidential. Such information is subject to change without notice, its

accuracy is not guaranteed and it may not contain all material information about the

company. Neither we nor our advisors make any representation regarding, and assume

no responsibility or liability for, the accuracy or completeness of, or any errors or

omissions in, any information contained herein.

In addition, the information contains projections and forward looking statements that

reflect the company’s current views with respect to future events and financial

performance. These views are based on current assumptions which are subject to various

risks and which may change over time. No assurance can be given that future events will

occur, that projections will be achieved, or that the company’s assumptions are correct.

Actual results may differ materially from those projected.

This presentation is strictly not to be distributed without the explicit consent of the

Company’s management under any circumstances.

3

Table of Contents

Trend & Breakdown Analysis

Dividend Track Record

Our Future Plans

Shareholding Structure

Appendices

Corporate Profile

Financial Results Analysis

4

Corporate Profile

5

Introduction to Cocoaland Holdings Berhad

Besides manufacturing for the OEM market, Cocoaland focuses its business efforts on

3 industrial food categories under its proprietary / own brands as follows:

Snack food Rotong, Mite, Cris

Chocolate &

Sugar Confectionery Lot100, Koko Jelly, CocoPie, Mum’s Bake

Soft Drinks Fruit10

Cocoaland Holdings Berhad (“Cocoaland”) was incorporated on 6 June 2000 and subsequently listed on the Second Board of Bursa Malaysia Berhad on 18 January 2005. Cocoaland’s listing status was transferred to the Main Board on 18 July 2006. Cocoaland is the investment holding company of a group of subsidiaries that are principally involved in the manufacturing, trading and distribution of a large range of food products.

The family business, which began in the 1970-s selling deep-fried food from a van, established M.I.T.E. Food Enterprise Sdn Bhd (“MFESB”), the pioneer subsidiary within the Group, on 10 September 1980 as a manufacturing and distributing company. In the mid-1980s, the manufacturing of polytubed drinks successfully propelled the company to venture into the overseas market and purchase their own factory where the second winning product “Koko Jelly” was produced.

6

Group Structure (by Business Segment)

B Plus Q Sdn Bhd

Cocoaland Industry Sdn Bhd

M.I.T.E. Food Enterprise Sdn Bhd

PT Cocoaland Indonesia

L.B. Food Sdn Bhd

Lot 100 Food Co. Ltd.

100%

100%

100%

90%

100%

100%

Manufacturing arm via 5

factories in Rawang, Kepong

and Kampar for its own

brands and the OEM market

Distribution and trading of all

food products manufactured

by Cocoaland Group

Cocoaland Retail Sdn Bhd (fka Greenhome Marketing Sdn Bhd)

100%

CCL Food & Beverage Sdn Bhd 100%

10%

7

Our Major Products Snack food

Chocolate & Sugar

Confectionery Soft Drinks

CocoPie Hard Candy Snacks Fruit Gummy

Chocolate Jelly Beverage Cookies

OEM Products

8

Corporate Milestones

1980

• Set up 1st factory in Kampar

to manufacture and distribute

food products (mainly for

Cracker, Jelly, Pollytube Drink

and Peas)

1985

• Started production of

polytubed drinks, the

Group’s first product to be

exported

1991

• Set up 2nd factory in Kepong

is mainly for Chocolate Candy

production and successfully

commercialised production of

“Koko Jelly”

1995

• Set up 3rd factory in

Rawang (Lot 100) to

produce Fruit Gummy,

Hard Candy & Snack

Food

1998

• Successfully

commercialised

production of “Lot 100”

Fruit Gummy

• Started OEM with MNC-s

2002

• Awarded ISO 9001:2000

for its manufacturing

facilities

2004

• Conferred “Golden Bull Award” &

“Enterprise 50 Award” by SMIDEC

• Set up 4th factory in Rawang (Lot 5) to

produce CocoPie, Cookies & Wafer

2005

• Listed on the 2nd Board

of Bursa Malaysia

• Rawang factory received

HACCP certification

2008

• Set up a trading office in

Shenzhen, China

2010

• Set up 5th factory in Rawang

(Lot 88) to produce mainly

beverage

• Launched first beverage product

2006

• Transferred listing status

to the Main Board of

Bursa Malaysia

2011

• Acquired land in Rawang for

construction of the 6th building

(warehouse) in 2016

2013

• Acquired an industrial building

in Rawang, planned for

producing Chocholate and

Wafer in 2016

2014

• Set up a trading office in

Jakarta, Indonesia

2015

• The Group achieved historical

high record for both its

Revenue and Net Profit

9

Product Sales Mix

Sales by Product

Group for FYE / period

ended…

Audited FY2012

(12 months)

Audited FY2013

(12 months)

Audited FY2014

(12 months)

Unaudited

FY2015

(12 months)

RM mil % RM mil % RM mil % RM mil %

1) Fruit Gummy 83.70 37.5 90.29 35.5 98.31 37.7 110.75 42.3

2) Hard Candy 13.10 5.9 12.89 5.1 12.60 4.8 13.13 5.0

3) Snack 9.31 4.2 14.45 5.7 18.83 7.2 22.78 8.7

4) Wafer 2.76 1.2 3.04 1.2 2.57 1.0 2.81 1.1

5) Coco Pie 14.36 6.4 12.51 4.9 12.10 4.6 12.90 4.9

6) Cookies 3.11 1.4 3.62 1.4 3.82 1.5 4.47 1.7

7) Chocolate 18.72 8.4 19.24 7.5 20.98 8.1 23.11 8.8

8) Other Foods 17.99 8.1 17.50 6.9 18.26 7.0 17.42 6.7

9) Beverage 60.15 26.9 80.91 31.8 73.29 28.1 54.27 20.8

Total 223.20 100.0 254.45 100.0 260.76 100.0 261.64 100.0

While Fruit Gummy remains the core product of Cocoaland, the contract manufacturing of

Beverage business has begun to contribute significantly since 2011 but reduced lower in 2015.

10

Our Present Markets

A wide range of our products are carried by reputable retail

stores as follows: Local Market

Besides the domestic market, Cocoaland Group has been

supplying confectionery to overseas markets such as USA,

Middle East, Hong Kong, Australia & Europe.

The export market’s share to the Group’s overall revenue

has increased progressively from 46.5% in FY2009 to

58.2% in FY2015.

Export Market

11

Sales by Geographical Segment

Sales by Geographical Segment

for FYE / period ended …

Audited

FY2012

(12 months)

Audited

FY2013

(12 months)

Audited

FY2014

(12 months)

Unaudited

FY2015

(12 months)

RM mil % RM mil % RM mil % RM mil %

Proprietary / Own Brands 119.14 53.4 134.63 52.9 152.10 58.33 173.50 66.31

Local 68.04 30.5 69.72 27.4 73.43 28.16 76.70 29.31

Export 51.10 22.9 64.91 25.5 78.67 30.17 96.80 37.00

OEM Brands 104.06 46.6 119.82 47.1 108.66 41.67 88.14 33.69

Local 30.11 13.5 29.57 11.6 26.40 10.12 32.67 12.49

Export 73.95 33.1 90.25 35.5 82.26 31.55 55.47 21.20

Total 223.2 100.0 254.45 100.0 260.76 100.0 261.64 100.0

Note: Please refer to Appendices for detailed breakdown of sales for each food product category by brands

and markets.

12

Our Distribution Networks

Malaysia

(780)

Middle East

(11)

Africa & Others

(9)

America & Europe

(4)

Asia

(32)

13

Factory

No. Location Area Production Focus

1 Kampar 130,652 sq. ft. Cracker, Jelly, Pollytube Drink & Peas

2 Kepong 26,000 sq. ft. Chocolate Candy

3 Rawang

(Lot 100) 190,634 sq. ft. Fruit Gummy, Hard Candy & Snacks

4 Rawang

(Lot 5) 89,371 sq. ft. CocoPie, Cookies & Wafer

5 Rawang

(Lot 88) 328,676 sq. ft.

Beverage (Existing Line)

Fruit Gummy & Hard Candy (New Lines)

6 Rawang

(Lot 30) 98,630 sq.ft. Warehouse

7 Rawang

(Vacant Land) 113,700 sq. ft. Warehouse (2018)

Our Manufacturing & Warehouse Facilities

As part of Cocoaland’s plans, the new 4-storey building on Lot 88 of Rawang has been used for

the new production lines of Fruit Gummy (3rd production line) and Hard Candy (2nd production

line).

A new piece of land in Rawang was acquired in 2011 for the construction of the warehouse and

is expected to be ready in 2018.

14

Our Manufacturing & Warehouse Facilities

Factory #1 - Kampar Factory #2 - Kepong

Factory #3 – Lot 100, Rawang Factory #4 - Lot 5, Rawang

15

Our Manufacturing & Warehouse Facilities

Factory #5 – Lot 88, Rawang Vacant Land for Warehouse, Rawang

Factory #6 – Lot 30, Rawang

16

Our Manufacturing & Warehouse Facilities

Cutting Edge Technology in Food Production

17

Financial Results Analysis

18

Y-o-Y Financial Performance

Period Ended

(RM million)

Audited

12 Dec 2014

(12 months)

Unaudited

31 Dec 2015

(12 months)

Y-o-Y

Change

Revenue 260.76 261.64 +0.33%

Gross Profit 62.58 82.12 +31.22%

Gross Profit Margin 23.99% 31.38% N/A

Operating Profit (EBIT) 28.12 43.52 +54.76%

Operating Profit Margin 10.78% 16.63% N/A

Profit Before Tax 30.64 44.76 +46.08%

Profit Before Tax Margin 11.75% 17.10% N/A

Profit After Tax 21.92 32.72 +49.34%

Net Profit Attributable To Shareholders 21.92 32.72 +49.34%

EPS (Sen) 9.58 14.30 +49.27%

The Group’s profit before taxation of RM44.76 million for the current financial year under review registered a

46.08% increase over the previous corresponding period. This was mainly due to higher sales volume and

better average selling price in own brand’s gummy although decrease in beverage’s revenue from Contract

Manufacturing Business. The improvement of profitability was also partly due to higher profit margin sales

mix and reduction of raw materials cost.

19

Q-o-Q Financial Performance

Quarterly Period

(RM million)

4Q

FY2013

1Q

FY2014

2Q

FY2014

3Q

FY2014

4Q

FY2014

1Q

FY2015

2Q

FY2015

3Q

FY2015

4Q

FY2015

Revenue 66.95 59.25 65.07 63.78 72.65 67.74 61.66 58.92 73.32

Gross Profit 17.19 13.41 13.32 16.24 19.61 19.84 18.51 16.68 27.08

Gross Profit Margin 25.68% 22.63% 20.47% 25.46% 26.99% 29.28% 30.01% 28.31% 36.93%

Operating Profit (EBIT) 10.06 4.19 5.73 6.67 11.54 9.63 9.36 6.14 14.26

Operating Profit Margin 15.03% 7.07% 8.80% 10.46% 15.88% 14.21% 15.18% 10.42% 19.45%

Profit Before Tax 10.12 4.66 6.21 6.71 13.06 10.60 10.42 9.23 14.49

Profit Before Tax Margin 15.12% 7.86% 9.54% 10.52% 17.97% 15.64% 16.89% 15.67% 19.76%

Profit After Tax 7.96 3.41 4.44 4.22 9.85 8.01 7.54 6.57 10.59

Net Profit Attributable To

Shareholders 7.96 3.41 4.44 4.22 9.85 8.01 7.54 6.57 10.59

EPS (Sen) 4.64 1.99 2.59 2.46 5.74 3.50 3.30 2.87 4.63

Historically, the 4th quarter of a calendar year is able to register higher revenue due to rising

demand from consumers towards the year-end festive season and early delivery of products

ahead of the new year celebration in the 1st quarter of the following year.

20

Financial Position

FYE 31 December / period ended

(RM million)

Audited as at

31 Dec 2012

Audited as at

31 Dec 2013

Audited as at

31 Dec 2014

Unaudited

as at

31 Dec 2015

Current Assets 118.64 105.14 122.49 121.46

Current Liabilities 38.10 39.43 35.66 38.48

Current Ratio (Times) 3.11 2.67 3.43 3.15

Short Term Debt 0 0 0 0

Long Term Debt 0 0 0 0

Total Debt 0 0 0 0

Total Equity (Including MI) 196.16 207.56 218.33 202.68

Total Debt to Total Equity Ratio n/a n/a n/a n/a

Cash Reserves 26.10 23.88 31.29 40.42

Net Cash / (Net Debt) 26.10 23.88 31.29 40.42

Net Cash per Share (RM) 0.15 0.14 0.18 0.17

Shareholders' Funds 196.16 207.56 218.33 202.68

Number of Share 171.60 171.60 171.60 228.8

Net Assets Per Share (RM) 1.14 1.21 1.27 0.89

The Company maintain a strong net cash position as at the end of financial year for the past 4

years.

21

Financial Liquidity

FYE 31 December / period ended

(RM million)

Audited

FY2012

Audited

FY2013

Audited

FY2014

Unaudited

31 Dec 2015

Operating Profit Before Working Capital Changes 37.43 39.34 42.76 59.08

Net Cash Flow From Operating Activities 10.32 38.01 10.51 11.52

Net Cash Flow Used In Investing Activities (27.20) (40.29) (3.18) (2.90)

Net Cash Flow Used In Financing Activities - - - -

Net increase/(decrease in) Cash and Cash Equivalent (16.88) (2.28) 7.33 8.62

Cash and Cash Equivalent at Beginning of Period 42.98 26.10 23.88 31.29

Effect of Exchange Rate - 0.06 0.08 0.51

Cash and Cash Equivalent At End of Period 26.10 23.88 31.29 40.42

Slightly higher net cash inflow from operating activities in 2015 was mainly due to :

- Higher profit before tax [FY2015 = RM44.76m FY2014 = RM30.64m]

- Decrease in inventories [FY2015 = RM1.25m FY2014 = RM0.70m]

- Increase/(Decrease) in receivables [FY2015 = RM5.58m FY2014 = (RM12.00m)]

Despite higher dividend paid [FY2015 = (RM48.62m) FY2014 = (RM11.15m)]

Lower net cash outflow in investing activities in 2015 was mainly due to decrease in purchase of

property, plant and equipment [FY2015 = (RM2.93m) FY2014 = (RM3.14m)]

22

Trend & Breakdown Analysis

23

Consistent Growth in Revenue

0.000

50.000

100.000

150.000

200.000

250.000

300.000

2007 2008 2009 2010 2011 2012 2013 2014 2015

121.270 128.717 133.176 142.259

173.994

223.208

254.449 260.760 261.645

RM

milli

on

Revenue

Since Cocoaland was listed on Bursa Malaysia in 2005, its revenue has achieved consistent

year-on-year growth through various economic cycles.

24

Uninterrupted Profitability

0.000

5.000

10.000

15.000

20.000

25.000

30.000

35.000

2007 2008 2009 2010 2011 2012 2013 2014 2015

8.835 8.685

19.693

9.819

19.192 21.218 22.050 21.918

32.721

RM

milli

on

Net Profit Attributable to Shareholders

Since Cocoaland was listed on Bursa Malaysia in 2005, it has never suffered losses.

25

Consistent Growth of Shareholders’ Fund

0.000

50.000

100.000

150.000

200.000

250.000

2007 2008 2009 2010 2011 2012 2013 2014 2015

83.051 88.237

101.159

176.213 188.669

196.160 207.564

218.331

202.680

RM

milli

on

Shareholder Funds

An uninterrupted profitability track record has enabled Cocoaland to build up its shareholders’ fund

year-on-year, coming to RM202.68 million (after special dividend payout amounting to RM34.32

million in 2015) as at end December 2015 coupled with the increase of its share capital base in 2010.

26

Past 5-Year Financial Performance

FYE 31 December / period

ended (RM million)

Audited

FY2010

Audited

FY2011

Audited

FY2012

Audited

FY2013

Audited

FY2014

Unaudited

FY2015

Revenue 142.25 173.99 223.20 254.45 260.76 261.64

Gross Profit 33.77 43.31 53.74 55.18 62.58 82.12

Gross Profit Margin 23.74% 24.89% 24.07% 21.69% 23.99% 31.38%

Profit Before Tax 8.30 21.65 27.99 29.28 30.64 44.76

Profit Before Tax Margin 5.83% 12.44% 12.54% 11.51% 11.75% 17.10%

Profit After Tax 9.81 19.19 21.21 22.05 21.91 32.72

Net Profit Attributable To

Shareholders 9.81 19.19 21.21 22.05 21.91 32.72

Adjusted EPS (sen) 4.28 8.38 9.27 9.63 9.58 14.30

Note: The adjusted EPS is calculated based on enlarged share capital of 228.8 million ordinary shares

adjusted retrospectively to generate a fair year to year comparison.

27

Adjustment To Financial Performance (Excluded Disposal Effects)

FYE 31 December / period

ended (RM million)

Audited

FY2010

Audited

FY2011

Audited

FY2012

Audited

FY2013

Audited

FY2014

Unaudited

FY2015

Revenue 142.25 173.99 223.20 254.45 260.76 261.64

Gross Profit 33.77 43.31 53.74 55.18 62.58 82.12

Gross Profit Margin 23.74% 24.89% 24.07% 21.69% 23.99% 31.38%

Operating Profit (EBIT) 7.28 19.04 25.97 25.53 28.12 43.52

Operating Profit Margin 5.12% 10.94% 11.64% 10.03% 10.78% 16.63%

Less: Disposal Gain/(Loss)

(Non-Recurring Item) (1.46) 0.17 0.02 0.04 0.01 0.04

Normalised Operating Profit 8.74 18.87 25.95 25.49 28.11 43.48

Normalised Operating Profit

Margin 6.14% 10.84% 11.63% 10.02% 10.77% 16.61%

Normalised Profit After Tax 11.27 19.02 21.20 22.09 21.90 32.68

Normalised Net Profit

Attributable to Shareholders 11.27 19.02 21.20 22.09 21.90 32.68

The decline of profitability in FY2010 was mainly due to higher raw material costs, losses incurred from

disposal of joint venture in China and higher start-up cost incurred for the new Beverage production line

which began commercial production in year 2010.

28

Summary of Financial Position

FYE 31 December / period

ended (RM million)

Audited

FY2010

Audited

FY2011

Audited

FY2012

Audited

FY2013

Audited

FY2014

Unaudited

FY2015

Non-Current Assets 78.16 101.04 118.68 146.93 139.13 129.64

Current Assets 124.20 118.00 118.64 105.14 122.49 121.46

Current Liabilities 26.07 30.30 38.10 39.43 35.66 38.48

Current Ratio (Times) 4.76 3.89 3.11 2.67 3.43 3.15

Short Term Debt 0.05 0 0 0 0 0

Long Term Debt 0 0 0 0 0 0

Total Debt 0.05 0 0 0 0 0

Total Equity (Including MI) 176.21 188.67 196.16 207.56 218.33 202.68

Total Debt/Total Equity (Times) 0.00 n/a n/a n/a n/a n/a

Cash reserves 71.14 42.98 26.10 23.88 31.29 40.42

Net Cash 71.09 42.98 26.10 23.88 31.29 40.42

Shareholders' Funds 176.21 188.67 196.16 207.56 218.33 202.68

Net Assets/Share (RM) 1.03 1.10 1.14 1.21 1.27 0.89

Number of Share (million) 171.60 171.60 171.60 171.60 171.60 228.8

The non-current assets (mainly fixed assets) and current assets (mainly cash) have increased

in 2010 due to the installation of a new Beverage production line (RM26.1 million) and

RM70.848 million gross proceeds were raised through the issuance of cumulative 43% new

shares in 2010.

29

Summary of Cash Flow Results

FYE 31 December / period

ended (RM million)

Audited

FY2010

Audited

FY2011

Audited

FY2012

Audited

FY2013

Audited

FY2014

Unaudited

FY2015

Operating Profit Before

Working Capital Changes 16.74 27.44 36.03 39.34 42.76 59.08

Net Cash Flow From

Operating Activities 10.91 2.33 10.32 38.01 10.51 11.52

Net Cash Flow From/(Used In)

Investing Activities 45.50 * (30.43) (27.20) (40.29) (3.18) (2.90)

Net Cash Flow From/(Used In)

Financing Activities (0.09) (0.06) - - - -

Net increase/(decrease in)

Cash and Cash Equivalent 56.32 (28.16) (16.88) (2.28) 7.33 8.62

Cash and Cash Equivalent At

Beginning of Period 14.82 71.14 42.98 26.10 23.88 31.29

Effect Of Exchange Rate - - - 0.06 0.08 0.51

Cash and Cash Equivalent

At End of Period 71.14 42.98 26.10 23.88 31.29 40.42

* The sharp increase of investing cash inflow in FY2010 was mainly due to the new funds raised

from private placement (RM70.848 million gross proceeds via issuance of 51.6 million new

shares) net of RM26.1 million CAPEX incurred in 2010.

30

FYE 31 December / period

ended (RM million)

Audited FY2012

(12 months)

Audited FY2013

(12 months)

Audited FY2014

(12 months)

Unaudited

FY2015

(12 months)

Net Revenue

Manufacturing 189.76 215.77 214.63 201.33

Trading 131.46 145.63 164.08 177.15

Investment Holding 10.00 10.00 17.00 50.00

Less: Inter-Segment Revenue (108.02) (116.95) (134.95) (166.84)

Total Consolidated Revenue 223.20 254.45 260.76 261.64

Segment Result

Manufacturing 16.30 10.71 9.85 11.12

Trading 11.81 19.37 21.41 34.83

Investment Holding 10.15 9.44 16.41 49.00

Less: Elimination (10.27) (10.24) (17.03) (50.19)

Total Consolidated Profit Before Tax 27.99 29.28 30.64 44.76

Segmental Performance

Manufacturing Segment (In FY2015) The Group’s manufacturing segment contributed lower revenue was mainly due to the reduction in trading

volume from its Contract Manufacturing Business of beverage division. Profit before taxation was higher as

compared to its previous year mainly attributable to cost reduction in sugar and savings in energy cost.

Trading Segment (In FY2015) Trading segment achieved a higher revenue mainly attributable to the increase in gummy’s trading volume from

overseas market. Higher profit before taxation was mainly due to higher profit margin sales mix coupled with

additional gain on foreign currencies exchange.

31

Dividend Track Record

32

Consistent Dividend Payout

Year Total Net Dividend

Per Share (sen)

EPS

(sen)

Payout Ratio

(%)

Amount (RM)

(Cash Outflow)

2006 4.00 10.17 39% 3,456,000

2007 4.00 7.36 54% 3,504,000

2008 4.00 7.24 55% 3,552,000

2009 10.00 16.41 61% 9,000,000

2010 4.40 7.39 60% 4,920,300

2011 5.50 11.18 49% 9,438,000

2012 6.25 12.36 50% 10,725,000

2013 6.50 12.85 51% 11,154,000

2014 7.50 12.78 59% 12,870,000

2015 8.00* 14.30 56% 16,874,000

2015 20.00

(Special Dividend) 34,320,000

Total 80.15 112.04 72% 119,813,300

*Note: The 3rd interim single-tier dividend of 3.0 sen per ordinary share in respect of the

financial year ended 31 December 2015 will be paid on 5 April 2016.

33

Our Future Plans

34

Enhance the range

of choices for Fruit

Gummy, Hard

Candy, CocoPie and

Beverage products

Establish larger

customer base

in China, Indonesia

& Vietnam

Explore New

OEM/ODM

Businesses

Cocoaland’s Future Plans (2016 ~ 2018)

1

2

3

35

Increase Production Capacity Usage for

Hard Candy & Fruit Gummy

Product Group Hard Candy Fruit Gummy Production Lines

Capital Expenditure RM 15 million RM 29 million New machines

Increase in Production

Capacity

(per annum)

3.6 million kg

4.3 million kg

From new machines:

(a) Hard Candy = 1 line

(b) Fruit Gummy = 1 line

Original Production Capacity

(per annum) 1.0 million kg 4.5 million kg

(a) Hard Candy = 1 line

(b) Fruit Gummy = 2 lines

Total Production Capacity

(per annum) 4.6 million kg

8.8 million kg

(a) Hard Candy = 2 lines

(b) Fruit Gummy = 3 lines

Utilisation Rate Based on

Original Production Capacity

(per annum)

0.9 million kg

(90%)

4.3 million kg

(95%)

Commercial Run of New

Machines 4Q 2012 2Q 2013

The increase in production capacity had contributed to the Group’s revenue from FY2014

onwards after commercialisation of new fruit gummy and hard candy production lines.

36

Increase Penetration in Export Markets

CHINA

VIETNAM INDONESIA

Promote the sale of fruit

gummy, chocolate, cookies,

CocoPie, snack and wafer via

advertisement and

promotional activities

Hanoi & Ho Chi Minh City

Promote the sale of fruit

gummy and CocoPie through

our existing fully owned trading

company and subsidiary

Jakarta, Pekan Baru & Batam

Promote the sale of fruit

gummy via organic growth

from existing and new

customers

Canton, Shanghai & Beijing

37

Shareholding Structure

38

Changes in Share Capital

Timeline Corporate Exercise

No. of Shares

Issued

(million)

Issued & Paid

Up Capital

(RM million)

2005 Listed on Second Board 90.0 45.0

2006

Bonus Issue of 30 million shares on the

basis of 1 new Cocoaland share for

every 3 existing Cocoaland share held.

Transferred to Main Board

120.0 60.0

April 2010 Issue of 12.0 million shares at RM 1.35

per share (Private placement) 132.0 66.0

November

2010

Issue of 39.6 million shares at RM 1.38

per share to F&N Holdings Berhad

(Private placement)

171.6 85.8

November

2015

Bonus Issue of 57.2 million shares on

the basis of 1 new Cocoaland share for

every 3 existing Cocoaland share held.

228.8 114.4

39

Completion of 1-for-3 Bonus Issue In 2015

Corporate Exercise No. of Shares

Issued (million)

Issued & Paid

Up Capital

(RM million)

As at 20 August 2015 171.6 85.8

Proposed bonus Issue of 57.2 million new ordinary

shares of RM0.50 each on the basis of 1 bonus share for

every 3 existing Cocoaland shares held

57.2 28.6

Enlarged issued and paid-up capital 228.8 114.4

The 1-for-3 bonus issue exercise was completed on 13 November 2015 and it is capitalised

from the Company’s share premium account of RM44.355 million as at 31 December 2014. The

bonus issue beside aims to reward shareholders for their loyalty and support to Cocoaland, it

also help to enhance the trading liquidity and marketability of Cocoaland shares in the

secondary market.

Base on cum bonus issue market price of RM2.96, the ex-bonus price of Cocoaland has been

adjusted lower to = RM2.96 X ¾ = RM2.22 on the bonus issue ex-date of 9 November 2015,

which has make Cocoaland share prices become more affordable and appealing to wider and

larger group of investors.

40

Utilisation of Gross Proceeds Raised in 2010

100.0%

RM16.2 million was raised via 10% new shares issued

in April 2010

Working Capital

Share capital increased from

120.0 million to 132.0 million

ordinary shares in April 2010.

Share capital further increased from

132.0 million to 171.6 million

ordinary shares in November 2010.

65.9% 18.3%

15.6% 0.2%

RM54.648 million was raised via 30% new shares issued in November 2010

Acquisition of Machinery Acquisition of Property

Working Capital Expenses Incurred

41

Change of Shareholding (1/2)

60.0% 1.0%

39.0%

As at 30 April 2008

Founders & Family

Institutional Funds

Public

Share Capital = 120.0

million ordinary shares

39.4%

14.3%

27.2%

19.1%

As at 29 February 2016

Founders & Family Institutional Funds

F&N Holdings Bhd Public

Share Capital = 228.8

million ordinary shares

65.28

million

shares

90.21

million

shares

42

Change of Shareholding (2/2)

39.4%

14.3%

27.2%

19.1%

As at 29 February 2016

Founders & Family Institutional Funds

F&N Holdings Bhd Public

Share Capital = 228.8

million ordinary shares

(After 1-for-3 Bonus Issue)

90.21

million

shares

42.0%

7.8%

27.2%

23.0%

As at 31 July 2015

Founders & Family Institutional Funds

F&N Holdings Bhd Public

72.12

million

shares

Share Capital = 171.6 million

ordinary shares

(Before 1-for-3 Bonus Issue)

43

Strategic Roles Play by F&N Holdings Bhd

There are 2 representatives from F&N participating as board members of Cocoaland, assisting to lead long term growth and formulate strategic directions of the Company.

There are 2 F&N representatives from F&N acting as Executive Committee member of Cocoaland to help formulate business strategies, besides advising in product portfolio and major operation issues of the Company.

Cocoaland currently acts as a non-exclusive contract packer for F&N to prepare, package, pack and deliver F&N’s products in Malaysia.

44

Top 20 Shareholder List as at 29 February 2016

No Name Of Shareholder No. Of Shares %

1 Leverage Success Sdn Bhd 87,046,628 38.04

2 Fraser & Neave Holdings Bhd 62,211,466 27.19

3 Tan Booi Charn 5,801,500 2.54

4 Public Islamic Optimal Growth Fund 4,280,933 1.87

5 Rickoh Corporation Sdn Bhd 3,333,333 1.46

6 Koh Kin Lip 3,318,332 1.45

7 Citibank New York (Norges Bank 14) 3,305,600 1.44

8 Employees Provident Fund Board (Amundi Malaysia) 3,299,000 1.44

9 Mak Tian Meng 2,661,999 1.16

10 RHB Insurance Berhad 2,053,333 0.90

11 Pertubuhan Keselamatan Sosial 1,821,000 0.80

12 RHB Small Cap Opportunity Unit 1,645,733 0.72

13 Gibraltar BSN Aggressive Fund 1,639,466 0.72

14 RHB Equity Trust 1,406,666 0.61

15 Lau Kee Von 1,373,066 0.60

16 Ho Sek Kee Sdn Bhd 1,346,666 0.59

17 Chew Pui Ming 1,246,197 0.54

18 Petroliam Nasional Berhad (Amundi Malaysia) 1,200,000 0.52

19 KAF Vision Fund 1,160,000 0.51

20 AMB Smallcap Trust Fund 1,123,333 0.49

Sub Total 191,274,251 83.59%

45

Top 40 Shareholder List as at 29 February 2016

No Name Of Shareholder No. Of Shares %

21 Kumpulan Sentiasa Cemerlang Sdn Bhd 1,016,666 0.44

22 Chai Yune Loong 1,016,266 0.44

23 RHB Emerging Opportunity Unit Trust 954,000 0.42

24 Wong Yoke Chou 912,000 0.40

25 KAF First Fund 876,666 0.38

26 Gibraltar BSN Strategic Fund 821,733 0.36

27 TNB Retirement Benefit Trust Fund 804,700 0.35

28 Gibraltar BSN Life Berhad (Par Fund) 795,066 0.35

29 Koh Geok Lian 710,000 0.31

30 Bank Of New York Mellon (Mellon Acct) 637,000 0.28

31 Lau Yoke Kiew 635,681 0.28

32 Low Yoon Sun 621,993 0.27

33 Chai Koon Khow 574,100 0.25

34 Lok Siew Dhan 546,666 0.24

35 Lau Pa Sin 540,948 0.24

36 Gibraltar BSN Life Berhad (Life Fund) 537,266 0.23

37 Azman Bin Mahmood 524,444 0.23

38 Leong Meei Keing 525,243 0.23

39 Morgan Stanley & Co. International Plc 515,866 0.23

40 Globeflex Emerging Markets Small Cap, L.P. 441,600 0.19

Grand Total 205,282,155 89.71%

46

Investor Relations Contact

Mr Tai Chun Wah

Executive Director cum Finance Director

COCOALAND HOLDINGS BERHAD

41, Jalan E¼, Kawasan Perusahaan Tmn Ehsan

52100 Kepong, Selangor, Malaysia

Tel: +603-6276 6862

Fax: +603-6273 2037

Email: [email protected]

Website: www.cocoaland.com

47

Appendices

48

Dato’ Azman bin Mahmood Chairman / Independent

Non-Executive Director

Liew Fook Meng Executive Director

Tan Sri Dato’ Sri Koh Kin Lip Independent

Non-Executive Director

Lau Kee Von Executive Director

Chow Kee Kan @ Chow Tuck Kwan Independent

Non-Executive Director

Lau Pak Lam Executive Director

Board of Directors

Lim Yew Hoe Non-Independent

Non-Executive Director

Liew Yoon Kee Executive Director

Soh Swee Hock @ Soh Say Hock Non-Independent

Non-Executive Director

Tai Chun Wah Executive Director

Soon Wing Chong Non-Independent

Non-Executive Director

Note: Lim Yew Hoe, Soon Wing Chong

and Soh Swee Hock @ Soh Say Hock

are directors representing F&N Holdings

Bhd’s interest in Cocoaland.

49

Directors’ Profile

He is a Malaysian, 68 years of age and was appointed to the Board on 8 October 2004.

He has more than 20 years of experience in the manufacturing and marketing of confectionery products. He

oversees product development through his active involvement in introducing new ideas and flavoring

processes.

He is a member of the Remuneration Committee.

Liew Fook Meng, Executive Director

He is a Malaysian, 63 years of age and was appointed to the Board on 8 October 2004 and holds a Master

degree in Business Administration from American Liberty University, USA.

He has more than 20 years of experience in the manufacturing and wholesale of confectionery products. He

started out as a partner of Lau Brothers Food Trading Co. in 1976, which was primarily involved in the

distribution of confectionery products.

In 1984, he and the other partners incorporated L.B. Food Sdn. Bhd., currently one of the subsidiaries within

the Group to take over the operations of the partnership. At the same time, he was appointed as the

Managing Director of L.B. Food Sdn. Bhd and Cocoaland Industry Sdn. Bhd. Under his stewardship over the

past 20 years, the Group has grown from a family business concern into one of the largest confectionery

manufacturers and distributors in Malaysia.

Lau Kee Von, Executive Director

Note: Mr Liew Fook Meng, Mr. Lau Kee Von, Mr. Lau Pak Lam and Mr. Liew Yoon Kee are siblings. They are also

members of the Board. Currently, they hold other directorship in Cocoaland Group of Companies and several other

private limited companies. Each of them also has direct shareholding in the Company’s substantial shareholder (i.e.

Leverage Success Sdn. Bhd) and also direct shareholdings of ordinary shares in the Company.

50

Directors’ Profile

He is a Malaysian, 58 years of age and was appointed to the Board on 8 October 2004 and holds a Master

degree in Business Administration from American Liberty University, USA.

He has more than 20 years of experience in the manufacturing and wholesale of confectionery products.

Having been involved in the convenience food manufacturing industry for over 20 years, he has established

long-standing relationships with various local retailers and wholesalers in the same industry.

Note: Mr Liew Fook Meng, Mr. Lau Kee Von, Mr. Lau Pak Lam and Mr. Liew Yoon Kee are siblings. They are also

members of the Board. Currently, they hold other directorship in Cocoaland Group of Companies and several other

private limited companies. Each of them also has direct shareholding in the Company’s substantial shareholder (i.e.

Leverage Success Sdn. Bhd) and also direct shareholdings of ordinary shares in the Company.

Lau Pak Lam, Executive Director

He is a Malaysian, 67 years of age and was appointed to the Board on 8 October 2004.

He was the Sales Executive for L.B. Food Sdn. Bhd., currently one of the subsidiaries within the Group for 5

years from 1979 to 1984. Since then, he joined B Plus Q Sdn. Bhd., currently one of the subsidiaries within

the Group as Factory Manager until 2008.

Liew Yoon Kee, Executive Director

51

Directors’ Profile

He is a Malaysian, 49 years of age and was appointed to the Board on 3 January 2012. He is a member of

the Chartered Institute of Management Accountants (CIMA), United Kingdom and Malaysia Institute of

Accountants (MIA).

He joined Cocoaland Group in 1996 as an Accountant and was subsequently promoted to Group Accountant

in 1998 and later to Finance Director in 2012. He is responsible for the Group’s daily accounting, corporate

finance, human resources and administrative functions. Prior to joining the Cocoaland Group, he was the

Accounts Executive in May Plastics Industries Berhad, a public listed company principally involved in the

business of plastic injection molding, for 4 years.

Currently, he also holds other directorships in Cocoaland Group of Companies and several private limited

companies.

Tai Chun Wah, Executive Director

52

Directors’ Profile

He is a Malaysian, 65 years of age and was appointed to the Board on 8 October 2004.

He is a member of the Institute of Chartered Accountants in England & Wales.

He began his career with Lim, Ali & Co., an auditing firm based in Johor from 1975 to 1978. He later worked

with RD Neville & Co., a firm of Chartered Accountants in Essex, England up to 1980. From 1981 to 1983, he

worked for MMC Services Limited, London, a subsidiary of Malaysian Mining Corporation Berhad. In 1983,

he was the Senior Manager of MUI Bank Berhad (now known as Hong Leong Bank Berhad). From 1983 to

1990, he was in charge of the Finance Division of Kumpulan Perangsang Selangor Berhad. From 1990 to

1996, he was the Managing Director of Worldwide Holdings Berhad, after which he was appointed as the

Chairman of Fine Access Sdn. Bhd., an investment holding company with interest in property development

business in Kuala Lumpur and Klang Valley.

Currently, he is an Independent Non-Executive Director for Jaks Resources Berhad and Kumpulan Hartanah

Selangor Berhad.

He is the Chairman of the Remuneration Committee and a member of the Nominating Committee.

Dato’ Azman bin Mahmood, Chairman / Independent Non-Executive Director

53

He is a Malaysian, 67 years of age and was appointed to the Board on 15 January 2010.

He received his early education in Sabah prior to his pursuit of higher education in Plymouth Polytechnic,

United Kingdom. Upon completion, he was awarded a Higher National Diploma in Business Studies and a

Council’s Diploma in Management Studies.

He returned to Malaysia in 1977 and joined The Standard Chartered Bank, Sandakan as a trainee assistant.

In 1978,he joined his family business and was principally involved in administrative and financial matters of

the family business. In 1985, he assumed the role as Chief Executive Officer for the family business. In 1987,

he was pivotal and instrumental in the formation of Rickoh Holdings Sdn. Bhd., the flagship company of the

family business which engaged in various core business activities ranging from properties investments,

properties letting, securities investments, oil palm plantations, sea and land transportation for crude palm oil

and palm kernel, information technology, property development, hotel business, trading in golf equipment and

accessories, and quarry operations. He is also involved in similar enterprises in his personal capacity with

some of his business associates. He is holding numerous directorships in most of these companies.

Currently, he sits on the boards as Senior Independent Non-Executive Director of IOI Properties Group

Berhad and Non-Independent Non-Executive Director of NPC Resources Berhad. He is also an Independent

Non-Executive Director of Daya Materials Berhad.

He is a member of the Audit Committee, Nominating Committee and Remuneration Committee.

Directors’ Profile

Tan Sri Dato’ Sri Koh Kin Lip, Independent Non-Executive Director

54

Directors’ Profile

He is a Malaysian, 63 years of age and was appointed to the Board on 8 October 2004. He is an approved

Company Auditor and Chartered Accountant.

He has his own audit and tax practices and has more than 30 years of practical experience in the same field.

He is also a Malaysian Insurance Institute Certified Trainer. He was a council member of the Malaysian

Institute of Accountants from 1987 to 1994. Currently, he serves as a Trustee for the Malaysian Accountancy

Research and Education Foundation. He is also a council member of the Malaysian Institute of Taxation

since 1991.

Currently, he is also an Independent Non-Executive Director of Hai-O Entreprise Berhad. He also holds

directorships in several other private limited companies.

He is the Chairman of the Audit Committee and Nominating Committee. He is also a member of the

Remuneration Committee.

Chow Kee Kan @ Chow Tuck Kwan, Independent Non-Executive Director

55

Directors’ Profile

• He is a Singaporean, 50 years of age and was appointed to the Board on 1 October 2015.

• Mr. Lim Yew Hoe holds a Bachelor of Science (Estate Management) degree from the National University of

Singapore and a MBA (Banking & Finance) from Nanyang Technological University. He began his career

with Civil Aviation Authority of Singapore by taking up various roles in research and performance

standards/horticulture and estate management. He joined the Asia Pacific Breweries Limited (now known as

Heineken Asia MTN Pte Ltd) group in 1997 as a Project Manager and had held a number of senior positions

within the group. Prior to joining Fraser & Neave Holdings Bhd as its Chief Executive Officer on 1 December

2014, he was the Managing Director of Asia Pacific Brewery (Hanoi) Limited.

• Currently, he is the Chief Executive Officer of Fraser & Neave Holdings Bhd

Lim Yew Hoe, Non-Independent Non-Executive Director

56

Directors’ Profile

He is a Malaysian, 54 years of age and was appointed to the Board on 1 December 2010. He holds a

Masters Degree in Business Administration, State University of New York at Buffalo, New York, United States

of America.

He joined IBM Malaysia in 1988, last held position as Planning Analyst. In 1992, he joined Lion Group of

Malaysia as Senior Business Analyst and held various management positions within Lion Group of

Companies of which his last appointment was General Manager, China Investment Division. He then joined

Asia Pacific Breweries Limited in 2004 as Assistant General Manager (Projects) and his last appointment was

General Manager (Business Development, China).

He joined Fraser & Neave Holdings Berhad in 2010 as Senior Manager, Projects and he is currently the Head

of Group Corporate Services.

He is the member of the Remuneration Committee.

Soh Swee Hock @ Soh Say Hock, Non-Independent Non-Executive Director

He is a Malaysian, 54 years of age and was appointed to the Board as Alternate Director to Lim Yew Hoe on

1 October 2015.

He holds a Degree in Bachelor's of Arts (majoring in Accountancy) from the University of Stirling, Scotland,

UK and is a Member of the Malaysian Institute of Certified Public Accountant (MICPA). Mr Soon has over 25

years' experience in Finance in various industries. He started his first career at KPMG and subsequently

progressed further with Inchcape Eastern Agencies, DHL Worldwide Express, Western Digital and Dutch

Lady Industries. Prior to joining Fraser & Neave Holdings Bhd, Mr Soon was the Chief Financial Officer of

Hong Leong Industries Berhad.

Soon Wing Chong, Non-Independent Non-Executive Director