cycle & carriage bintang berhad annual report 2010 · he was an advisor (now known as assistant...

Annual Report

Company No. 7378-D

Cycle & Carriage Bintang Berhad

2010

FINANCIAL CALENDAR

Financial year ended 31 December 2010 Announcement of results:– fi rst quarter 27 April 2010 – second quarter 22 July 2010– third quarter 3 November 2010– fourth quarter 24 February 2011Issue of Annual Report 29 March 20112011 Annual General Meeting 20 April 2011Entitlement to 2010 fi nal dividend 29 April 2011Payment of 2010 fi nal dividend 27 May 2011

Financial year ending 31 December 2011 Proposed dates for announcement of results:– fi rst quarter 20 April 2011– second quarter 25 July 2011 – third quarter 31 October 2011– fourth quarter 23 February 2012

1 Cycle & Carriage Bintang Berhad Annual Report 2010

CONTENTS

2 Financial Highlights3 Corporate Profi le3 Corporate Information4 Chairman’s Statement4 Penyata Pengerusi5 Board of Directors7 Corporate Governance Statement11 Statement of Internal Control13 Audit Committee Report14 Audit Committee Terms of Reference16 Additional Compliance Information16 Statement of Directors’ Responsibility

for Preparing the Financial Statements17 Statutory Financial Statements62 Five-Year Summary63 Financial Charts64 Group Properties65 Shareholding Statistics67 Notice of Annual General Meeting71 Statement Accompanying Notice

of Annual General Meeting Proxy Form

A member of the Jardine Cycle & Carriage Group


• Earnings from Mercedes-Benz trading operations up 25%• Earnings from underlying operations including dividend income up 13%• Vehicle unit sales grew 25%• Acquisition of Mercedes-Benz dealership in Penang

Results Financial year ended

31 December

Restated 2010 2009 Change RM’000 RM’000 %

Revenue 589,246 466,320 26Net profi t from underlying operations:(a) Mercedes-Benz operations 15,547 12,457 25(b) MBM dividend income 11,229 11,229 0 26,776 23,686 13Non-recurring item:(a) Refund of duties 0 4,486 (100)Net profi t attributable to shareholders 26,776 28,172 (5)

Sen Sen

Earnings per share– Based on net profi t from underlying operations 26.58 23.51 13– Based on net profi t attributable to shareholders 26.58 27.96 (5)

Dividend per share (gross)– Normal 10 10 0– Special 0 120 (100)

As at 31 December

Restated 2010 2009 RM’000 RM’000

Shareholders’ funds 176,081 149,729 18

RM RM

Net assets per share 1.75 1.49 17

FINANCIAL HIGHLIGHTS


Cycle & Carriage Bintang, a member of the Jardine Cycle & Carriage Group, is listed on Bursa Malaysia. It is the largest dealer of Mercedes-Benz vehicles in Malaysia, involved in both retail and after-sales service.

Jardine Cycle & Carriage (“JC&C”) is a leading Singapore-listed company and a member of the Jardine Matheson Group. It has an interest of just over 50% in Astra, a premier listed Indonesian conglomerate, as well as other motor interests in Southeast Asia. Together with its subsidiaries and associates, JC&C employs more than 156,000 people across Indonesia, Malaysia, Singapore and Vietnam.

CORPORATE PROFILE

Board of Directors

Benjamin William Keswick Chairman

(Alternate: Chiew Sin Cheok)Datuk Syed Tamim Ansari bin Syed Mohamed Deputy Chairman

(Alternate: Mohkam Singh a/l Tara Singh)Tan Sri Dato’ Sulaiman bin SujakCheah Kim Teck(Alternate: Ho Yeng Tat)Vimala Menon

Audit Committee

Vimala Menon Chairman

Tan Sri Dato’ Sulaiman bin SujakCheah Kim Teck

Remuneration Committee

Benjamin William Keswick Chairman

Tan Sri Dato’ Sulaiman bin SujakVimala Menon

Nomination Committee

Tan Sri Dato’ Sulaiman bin Sujak Chairman

Benjamin William KeswickVimala Menon

CORPORATE INFORMATION

Secretaries

Yeap Kok LeongOh Swee Chin

Auditors

PricewaterhouseCoopersChartered Accountants

Registrar

Tricor Investor Services Sdn. Bhd.Level 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTelephone: 03-2264 3883Facsimile: 03-2282 1886

Registered Offi ce

Level 18, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTelephone: 03-2264 8888Facsimile: 03-2282 2733

Website

www.ccb.com.my


Performance

The Group’s revenue for the year ended 31 December 2010 grew by 26% to RM589.2 million. Net profi t from underlying operations rose by 13% to RM26.8 million and earnings per share from underlying operations also grew by 13% to 26.58 sen.

Net profi t attributable to shareholders at RM26.8 million was down from 2009 as the previous year’s results benefi ted from a refund of RM4.5 million of duties previously written off.

The Board is recommending a fi nal dividend of 5 sen per share less tax, which, together with the interim dividend, will give a total dividend of 10 sen per share for the year.

Business Activities

The favourable economic environment, strong consumer demand and availability of affordable fi nancing produced excellent trading conditions for the Group in 2010. Sales of Mercedes-Benz passenger cars grew by 25%. In particular, demand for the new E-Class launched in late 2009 continued to be strong. The results from the after-sales operations were satisfactory.

CHAIRMAN’S STATEMENT

In November 2010, the Company announced that it had entered into a conditional agreement to acquire 100% of Lowe Motors Sdn. Bhd., the authorised dealer of Mercedes-Benz in the state of Penang.

People

I would like to thank all our staff for their dedication and hard work in helping us achieve this set of results. I also wish to thank our customers, shareholders and business partners for their continued support.

Prospects

Although 2010 produced satisfactory result, 2011 is expected to be a challenging year.

Ben Keswick Chairman24 February 2011

PENYATA PENGERUSI

Prestasi

Pendapatan Kumpulan bagi tahun berakhir 31 Disember 2010 meningkat sebanyak 26% kepada RM589.2 juta. Keuntungan bersih daripada operasi asas bertambah 13% kepada RM26.8 juta dan pendapatan sesaham daripada operasi asas turut meningkat sebanyak 13% kepada 26.58 sen.

Walau bagaimanapun, keuntungan bersih milik pemegang saham sebanyak RM26.8 juta telah mengalami penurunan berbanding tahun 2009 kerana keuntungan tahun lepas mengambil kira pembayaran balik duti sebanyak RM4.5 juta yang dahulunya telah dihapuskira.

Lembaga Pengarah mengesyorkan dividen akhir sebanyak 5 sen sesaham tolak cukai. Berserta dengan dividen interim, jumlah dividen disyorkan bagi tahun ini adalah sebanyak 10 sen sesaham.

Aktiviti Perniagaan

Persekitaran ekonomi yang memberangsangkan, permintaan pengguna yang kukuh dan kemudahan pembiayaan yang berpatutan telah menyediakan persekitaran perniagaan yang sungguh baik bagi Kumpulan pada tahun 2010. Jualan kereta penumpang Mercedes-Benz meningkat sebanyak 25%. Permintaan, khususnya bagi E-Class baru yang dilancarkan pada penghujung tahun 2009 terus kukuh. Operasi selepas jualan juga mencatat keputusan yang memuaskan.

Pada November 2010, Syarikat mengumumkan bahawa ia telah memeterai satu perjanjian bersyarat untuk mengambil alih 100% kepentingan dalam Lowe Motors Sdn. Bhd. yang merupakan wakil jualan sah bagi Mercedes-Benz di Pulau Pinang.

Kakitangan

Saya ingin mengucapkan ribuan terima kasih kepada semua kakitangan atas dedikasi dan kerja keras mereka dalam membantu Kumpulan mencapai prestasi kewangan yang memberangsangkan pada tahun ini. Saya juga ingin menyampaikan ucapan penghargaan tulus ikhlas kepada para pelanggan, pemegang saham dan rakan kongsi perniagaan atas sokongan mereka yang berterusan.

Prospek

Tahun 2011 dijangka lebih mencabar walaupun tahun 2010 mencatatkan prestasi yang memuaskan.

Ben Keswick

Pengerusi24 Februari 2011


BOARD OF DIRECTORS

Benjamin William Keswick – ChairmanMr Ben Keswick, aged 38, a British citizen, joined the Board on 1 April 2007 as a Non-Independent Non-Executive Director. He became Chairman of the Board on 25 April 2008. He is also Chairman of the Remuneration Committee and a member of the Nomination Committee. He is the Group Managing Director of the Jardine Cycle & Carriage Group. He has been with the Jardine Matheson Holdings Ltd since 1998, most recently as the Chief Executive Offi cer and before that, the Finance Director of Jardine Pacifi c, which represents a number of Jardine Matheson Holdings Ltd’s non-listed interests in a range of industry sectors. He is a director of Jardine Matheson Holdings Ltd, Jardine Matheson Ltd and OHTL Public Company Ltd. He is also a Commissioner of PT Astra International Tbk and the Vice President Commissioner of PT United Tractors Tbk. Mr Keswick graduated from Newcastle University with a Bachelor of Science degree in Agricultural Economics and Food Marketing and obtained a Master of Business Administration from INSEAD.

Datuk Syed Tamim Ansari bin Syed Mohamed

– Deputy ChairmanDatuk Syed Tamim, aged 63, a Malaysian, joined the Board on 1 January 2010 as a Non-Independent Non-Executive Director. He was appointed as Deputy Chairman on the same date. He is currently the Group Country Chairman of Jardine Matheson Group of Companies in Malaysia, and Principal Consultant of ST&H Consultancy Services Sdn Bhd, a private company he established soon after his retirement in 2007. He was a Board member of Maybank Berhad until September 2009, Minetech Resources Berhad until July 2010 and Integrax Berhad until January 2011. He has worked for more than 37 years in both public and private sectors. After obtaining his Economics Honours degree from the University of Malaya in 1972, he served the Administrative and Diplomatic Service until 1981. During his tenure with the government, he was sponsored to do his MBA which he obtained from the University of Oregon. He left the government to join PERNAS Group of Companies for 5 years. In 1986 he joined Sime Darby Berhad. In the 20 years stint with Sime, he headed various Divisions; Trading, Manufacturing, Oil and Gas, Engineering, Automotive, Tyres, Healthcare, and Plantations. Before he retired in July 2007, he headed the team that wrote and completed the Northern Corridor Economic Blueprint for the Government of Malaysia. He was trained in Japan, Australia and Harvard Business School which were all sponsored by Sime.

Tan Sri Dato’ Sulaiman bin Sujak

Tan Sri Dato’ Sulaiman, aged 77, a Malaysian, joined the Board as an Independent Non-Executive Director on 24 February 2003 and was appointed Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee on 26 April 2008. He has been with HSBC Bank Malaysia Berhad since 1989 and was an executive director and advisor from January 1994 to March 2004. He is now a non-executive and independent director of HSBC Bank Malaysia Berhad. A graduate of Royal Air Force College, Cranwell, England, Tan Sri Dato’ Sulaiman served both with the Royal Air Force and the Royal Malaysian Air Force and was the fi rst Malaysian Air Force Chief. He was an advisor (now known as Assistant Governor) of Bank Negara Malaysia and was the Commercial Director of Kumpulan Guthrie Berhad. He was also the Deputy Chairman of Malaysian Airline System Berhad for 24 years. He also sits on the board of FACB Industries Incorporated Berhad and Nationwide Express Courier Services Berhad.

Cheah Kim Teck

Mr Cheah, aged 59, a Singaporean, joined the Board on 2 February 2005 as a Non-Independent Non-Executive Director. He was appointed a member of the Audit Committee on 26 April 2008. He is the Chief Executive Offi cer of Jardine Cycle & Carriage Group’s motor operations excluding those held by PT Astra International Tbk. In this capacity, he oversees the Group’s motor operations in Singapore, Malaysia, Thailand and Vietnam. He is a director of Jardine Cycle & Carriage Ltd and also a Commissioner of PT Tunas Ridean Tbk. He sits on the boards of Trek 2000 International Ltd, Mapletree Logistics Trust Management Ltd and Tote Board, and is a management committee member of the Singapore Turf Club. Prior to joining the Group, he held several senior marketing positions in multinational companies, namely McDonald’s Restaurant, Kentucky Fried Chicken and Coca-Cola. He holds a Master’s degree in Marketing from the University of Lancaster, United Kingdom.


Vimala Menon

Ms Vimala Menon, aged 56, a Malaysian, joined the Board on 26 April 2008 as an Independent Non-Executive Director and was appointed Chairman of the Audit Committee on the same date. She is also a member of the Nomination Committee and the Remuneration Committee. Ms Menon, a Chartered Accountant, is an Associate Member of Institute of Chartered Accountants in England and Wales and a member of the Malaysian Institute of Accountants. She is also the Director and Audit Committee Chairman of Petronas Chemicals Group Berhad. She was the Director - Finance & Corporate Affairs of Proton Holdings Berhad from 2008 to 2009 and before that the Executive Director Finance & Corporate Services of EON Berhad from 1984 to 2007 and has served on the boards of EON Berhad from 1990 to 2006 and EON Bank Berhad from 1994 to 2004. She also served on the boards of Jardine Cycle & Carriage Limited from 1994 to 2003 and PT Astra International Tbk from 2000 to 2003.

Chiew Sin Cheok

Mr Chiew, aged 49, a Malaysian, is an alternate director to Mr Ben Keswick since 26 April 2008. He joined Jardine Cycle & Carriage Ltd as Group Finance Director on 1 November 2006. He has worked for the Jardine Matheson Group since 1993 where he has held various senior fi nance positions, prior to which he worked for Schroders and Pricewaterhouse, both in London. He is a Commissioner of PT Astra International Tbk and PT Astra Otoparts Tbk, Vice President Commissioner of PT Astra Agro Lestari Tbk and a member of the Audit Committee of PT Tunas Ridean Tbk. Mr Chiew graduated from the London School of Economics and Political Science with a Bachelor of Science (Economics) degree, obtained a Masters in Management Science degree from the Imperial College of Science and Technology, London, and is a member of the Institute of Chartered Accountants in England and Wales. He is on the Board of Governors of the Keswick Foundation, a charitable body in Hong Kong.

Mohkam Singh a/l Tara Singh

Mr Mohkam Singh, aged 59, a Malaysian, became the alternate director to Datuk Syed Tamim on 1 January 2010. He is the Finance Director of Jardine Matheson (Malaysia) Sdn Bhd, a position he has held since April 1992. He previously held the position of Group Financial Controller of Jardine Transport Services, Malaysia and LK-NES (M) Sdn Bhd. He is a Fellow of the Association of Chartered Certifi ed Accountants, an associate of the Institute of Taxation (London) and a member of Malaysian Institute of Accountants.

Ho Yeng Tat

Mr Ho, aged 55, a Singaporean, became the alternate director to Mr Cheah Kim Teck on 26 April 2008. He has been with Jardine Cycle & Carriage Limited since 1984 and is now the Group Company Secretary as well as Director of Group Corporate Affairs. He holds an LLB (Hons) degree and MBA from the National University of Singapore. He is also a graduate of the Association of Chartered Certifi ed Accountants, United Kingdom.

Wong Kin Foo

Mr Wong, aged 44, a Malaysian, is the Chief Executive Offi cer of Cycle & Carriage Bintang Berhad, and is responsible for the Group’s motor operations in Malaysia. He has been with the Group since 1996 and last held the position of Chief Operating Offi cer. Mr Wong is an Associate Chartered Management Accountant, United Kingdom and is also a member of the Malaysian Institute of Accountants. Mr Wong held 3,000 ordinary shares of RM1.00 each in the Company as at 28 February 2011.

None of the directors and CEO have any family relationship with any director and/

or substantial shareholder; any confl ict of interest with the Company and any

convictions for offences within the past 10 years other than traffi c offences.

BOARD OF DIRECTORS


CORPORATE GOVERNANCE STATEMENT

The Board of Directors fully support the recommendations of the Malaysian Code on Corporate Governance (“Code”) which sets out the broad principles for good corporate governance and best practices for listed companies.

The Board is committed to apply the recommendations of the Code to ensure that good corporate governance is practiced throughout the Group to effectively discharge its responsibilities to protect and enhance shareholders’ value.

The Company has in place a Board Charter that sets out, amongst others, the responsibilities, authorities, procedures and structures of the Board and Board Committees as well as the relationship between the Board with its management and shareholders.

Set out below is a statement of how the Group has applied the principles of the Code. The Board confi rms that the Group has complied with the best practices in the Code throughout the fi nancial year ended 31 December 2010.

A. Directors

The Board of Directors

The Board has overall responsibility for the strategic direction of the Group. The Board meets regularly to review corporate strategies, operations and the performance of business units within the Group. All Board members bring an independent judgement to bear on issues of strategy, performance, resources and standards of conduct.

Meetings

During the fi nancial year ended 31 December 2010, four Board meetings were held. Set out below is the record of attendance of the Board members:

Directors Designation Attendance

Benjamin Chairman and 3/4William Keswick Non-Independent Non-Executive Director Datuk Syed Tamim Deputy Chairman and 3/4Ansari bin Non-Independent Syed Mohamed Non-Executive Director Tan Sri Dato’ Independent 4/4Sulaiman bin Sujak Non-Executive Director Cheah Kim Teck Non-Independent 3/4 Non-Executive Director Vimala Menon Senior Independent 4/4 Non-Executive Director

Board Committees

The Board has delegated specifi c responsibilities to three Board Committees, namely the Audit, Remuneration and Nomination Committees. These Committees have the authority to deal with particular issues and report to the Board with their recommendations, if any. The ultimate responsibility for the fi nal decision on the recommendations lies with the entire Board.

Board Balance

The Board currently has fi ve members, comprising two Independent Non-Executive Directors and three Non-Independent Non-Executive Directors. Together, the Directors bring a wide range of business and fi nancial experience relevant to the direction and objectives of the Group. A brief description of the background of each Director is presented on pages 5 to 6.

A clear division of responsibility between the Chairman and the Chief Executive Offi cer (“CEO”) exists to ensure a balance of power and authority. Formal position descriptions for the Chairman and the CEO outlining their respective roles and responsibilities are set out in the Board Charter. In the event that the Group does not have CEO, the Chief Operating Offi cer (“COO”) or such other person appointed by the Board shall have overall charge of the Group to the extent determined by the Board.

The composition of the Board is further balanced by the presence of Independent Non-Executive Directors. Although all Directors have equal responsibility for the Group’s business directions and operations, the role of these Independent Non-Executive Directors is particularly important in ensuring that the strategies proposed by the management are fully discussed and evaluated, having considered the long term interests of all interested parties, including the shareholders, employees, customers, suppliers and the community as a whole.

Vimala Menon, who is the Chairman of the Audit Committee, acts as the Senior Independent Non-Executive Director. Any concerns with regards to the Group may be conveyed to her.

The interests of major shareholders and minority shareholders are refl ected in the Board composition.

Supply of Information

Management is duty bound to furnish the Board with all material information for the Board to discharge its responsibilities. In order for the Board to function effectively, matters for the Board’s consideration are presented to all the Directors with suffi cient time to enable the Directors to examine the issues and to obtain further explanation where necessary. As a general rule, Board papers are circulated for the Directors’ review at least fi ve days prior to any scheduled Board meeting. The Board papers include, among others, the following:

• Minutes of previous Board meeting• Minutes of meetings of Committees of the Board• Directors Circular Resolutions• Monthly performance report of the Group• Operational matters• Financial matters• Funding requirements• Business strategy matters• Project papers


There is a schedule of matters reserved specifi cally for the Board’s decision, including the approval of corporate plans and budgets, acquisition and disposal of major assets, major investments, changes to the management and control structure of the Group and issues in respect of key policies, procedures and authority limits.

The Board has also approved a procedure for Directors, whether as a full Board or in their individual capacity, to take independent advice, where necessary, at the Group’s expense in furtherance of their duties.

All Directors have access to the advice and services of the Company Secretary.

Appointments to the Board

The Code endorses, as good practice, a formal procedure for appointments to the Board, with a nomination committee making recommendations to the Board. The Code, however, states that this procedure may be performed by the Board as a whole, although, as a matter of best practice, it recommends that this responsibility be delegated to a committee.

The Board has adopted the best practice and the Nomination Committee has been given the responsibility to recommend new appointments to the Board.

Nomination Committee

The present members of the Nomination Committee are:

• Tan Sri Dato’ Sulaiman bin Sujak (Chairman)• Benjamin William Keswick • Vimala Menon

This Committee met twice in 2010. The meetings were attended by all members except for Benjamin William Keswick who did not attend the February 2010 meeting. All the members of this Committee are Non-Executive Directors and the majority is independent including the Chairman of the Committee.

The primary function of the Nomination Committee is to recommend to the Board candidates for directorships of the Company and its subsidiaries and Directors to fi ll the seats on Board Committees.

In addition, the Nomination Committee assesses the effectiveness of the Board, Board Committees and contributions of each individual Director as well as the CEO. It also ensures an appropriate framework and plan for the Board and management succession for the Group.

The Nomination Committee reviews annually and recommends to the Board the structure, size, balance and composition of the Board and Board Committees. This requires a review of the required mix of skills and experience including core competencies which Non-Executive Directors should bring to the Board and other qualities for the Board to function effectively and effi ciently. The Company Secretary will ensure that all appointments are properly made and that legal and regulatory obligations are met.

Policy on External Appointments

The Group recognises that its Directors may be invited to become directors of other companies and that exposure to other organisations can broaden the experience and knowledge of its Directors which will benefi t the Group. Directors are therefore at liberty to accept other board appointments so long as the appointment is not in confl ict with the business of the Group and does not adversely affect the Directors’ performance as a member of the Board. All such appointments must fi rst be discussed with the Chairman of the Board before being accepted.

Directors’ Training

As an integral part of the process of appointing new Directors, the Nomination Committee ensures that there is an orientation programme for new Board members to familiarise themselves with the Company’s businesses, their roles and responsibilities. Directors also receive further training, from time to time, on developments which may have a bearing on their duties and contribution to the Board, from professional bodies, regulatory institutions and corporations.

In their effort to keep abreast with the changes in the industry, legislation and regulations affecting the Company, the Directors have in course of the year attended briefi ngs, conferences, or discussions on various topics, including those in the areas of fi nancial reporting, risk management, governance, strategic planning and economy.

Re-election and Appointment of Directors

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board during the year are subject to election by shareholders at the Annual General Meeting following their appointment. The Articles also provide that at least one third of the Directors be subject to re-election by rotation at each Annual General Meeting and all Directors are to offer themselves for re-election once every three years.



B. Directors’ Remuneration

The Company is guided by the objectives as recommended by the Code to determine the remuneration for Directors. Remuneration packages of management are structured so as to link rewards to the achievement of corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration refl ects the level of responsibilities undertaken by the Directors.

Remuneration Procedure

The Remuneration Committee recommends to the Board the framework of executive remuneration and its cost, including the remuneration package for the CEO/COO. The Remuneration Committee also recommends the framework of fees payable to Non-Executive Directors. The Remuneration Committee may draw on the expertise of consultants before making recommendations to the Board. The fi nal decision on any remuneration package offered to the CEO/COO and the fees payable to Non-Executive Directors are the responsibilities of the entire Board.

Remuneration Committee

The present members of the Remuneration Committee are:

• Benjamin William Keswick (Chairman)• Tan Sri Dato’ Sulaiman bin Sujak• Vimala Menon

The Remuneration Committee had two meetings in 2010 which were attended by all members except for Benjamin William Keswick who did not attend the February 2010 meeting. All the members of this Committee are Non-Executive Directors and the majority is independent.

Remuneration Package

The remuneration packages of Directors and management are as follows:

(i) Basic Salary

The Remuneration Committee recommends the basic salary of the CEO/COO after having considered his performance. In the evaluation process, consideration is given to the salary scales for similar jobs in the industry.

(ii) Directors’ Fees

Directors’ fees are only payable to Non-Executive Directors. The Remuneration Committee recommends the framework of Directors’ fees to the Board. The fees structure is determined after a study of comparable organisations’ practices or available professional studies/surveys as well as the level of responsibilities involved.

Non-Executive Directors receive annual fi xed fees based on the tenure of directorship and attendance fees based on attendances at Board and Board Committee meetings. The fees are paid quarterly in arrears.

(iii) Bonus Scheme

The Group operates a bonus scheme for all employees, including the CEO/COO. The qualifi cation and eligibility for the scheme is linked to the performance of the Group’s business activities and an assessment of the relevant employees’ performance and contribution. The CEO/COO’s bonus is dependent on the level of profi t achieved for the Group’s business activities against targets, together with an assessment of his performance during the year. Bonus payable to him is reviewed by the Remuneration Committee and approved by the Board.

(iv) Benefi ts in Kind

Other customary benefi ts (such as car, driver, club membership, allowances, etc.) are made available as appropriate.

(v) Retirement Benefi ts

Contributions are made to the Employees Provident Fund, the national mandatory defi ned contribution plan, in respect of the CEO/COO. The rate of contribution is above the mandatory requirement in accordance with the Group’s employment scheme, available to all executive employees.

(vi) Service Contract

There is currently no service contract with any Director.

Directors’ Remuneration

Directors’ fees of RM335,000 were paid to the fi ve Non-Executive Directors for the fi nancial year ended 31 December 2010. The number of Directors whose remuneration fell within bands of RM50,000 is as follows:

Number of

Range of remuneration Non-Executive Directors

Less than RM50,000 1RM50,000 – RM100,000 4


C. Shareholders

The Board recognises the importance of maintaining an effective communications policy that enables both the Board and the Management to communicate effectively with its investors, stakeholders and general public. Dialogue between the Company and Investors

The Company adheres strictly to the disclosure requirements under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Results of the Group are announced quarterly to Bursa Malaysia Securities Berhad via BursaLink. In addition, material transactions and events are also announced accordingly.

Investor relations within the Company can be viewed on the Company’s website at www.ccb.com.my .

Annual General Meeting

At each Annual General Meeting, the Board presents the performance of the business. The Chairman, CEO/COO and other Directors are available to respond to shareholders’ questions during the meeting.

Items of special business included in the notice of Annual General Meeting will be accompanied by a full explanation of the effects of a proposed resolution. Separate resolutions are proposed for separate issues at the meeting and the Chairman declares the number of proxy votes received both for and against each separate resolution where appropriate.

D. Accountability and Audit

Financial Reporting

In presenting the annual fi nancial statements to shareholders and the announcements of quarterly fi nancial results, the Board aims to present a balanced assessment of the Group’s position and prospects.

Internal Control

The Board acknowledges its responsibility for the Group’s system of internal controls which covers fi nancial control, operational and compliance controls as well as risk management.

The Statement on Internal Control furnished on pages 11 to 12 of the Annual Report provides an overview of the state of internal controls within the Group.

Relationship with External Auditors

Key features underlying the relationship of the Audit Committee with External Auditors are included in the Audit Committee’s terms of reference as detailed on pages 14 to 15 of the Annual Report.

A summary of the activities of the Audit Committee during the year are set out in the Audit Committee Report on page 13 of the Annual Report.

Corporate Social Responsibility (“CSR”)

The Group’s CSR efforts in 2010 focused mainly on its employees’ well-being and the community. Our CSR activities during the year 2010 were as follows:

(i) Make Roads Safe Campaign

In January 2010, the Group participated in the launch of “Make Roads Safe” campaign together with Road Safety Department to endorse the message of road safety and buckling up.

(ii) Long Service Awards and Academic Excellence Awards

During the year, the Group continued with the Long Service Awards and Academic Excellence Awards Presentation. The Long Service Awards presentation recognises the contribution and loyalty of employees within the Group. The Academic Excellence Awards Presentation encourages and recognises the academic excellence of the children of the Group’s employees.

(iii) Team Building Activities

Team Building activities were held during the year to foster better relationship and teamwork among employees of the Group.



STATEMENT OF INTERNAL CONTROL

Introduction

The preparation of this statement is in compliance with paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”) which requires the Board of Directors of public listed companies to include in its Annual Report a “statement about the state of internal control of the listed issuer as a group”. The Board is committed to maintaining sound internal control in the Group and is pleased to provide the following Statement of Internal Control for the fi nancial year ended 31 December 2010.

Responsibility

The Board of Directors recognises the importance of sound internal controls and risk management practices to good corporate governance. The Board affi rms its overall responsibility for the Group’s systems of internal controls and risk management, and for reviewing the adequacy and effectiveness of the internal control and risk management systems. It should however be noted that such systems of internal controls and risk management are only designed to manage rather than totally eliminate risk of failure to achieve business objectives. Accordingly, such systems can only provide reasonable rather than absolute assurance against material losses, misstatements or other signifi cantly adverse consequences.

Risk Management Framework

The Group has in place a formal risk management process to identify, evaluate and manage signifi cant risks impacting the Group. The process is supported by policies as well as detailed procedures, methodologies, evaluation criteria and documentation requirements to ensure clarity and consistency of application across the Group.

The process requires management to comprehensively identify and assess all types of risks in terms of likelihood and magnitude of impact as well as to identify and evaluate the adequacy and application of mechanisms in place to manage, mitigate, avoid or eliminate these risks. The process encompasses assessments and evaluations at business unit process level before being examined on a Group perspective.

At least once a year, a written report is presented to the Audit Committee on the signifi cant risks impacting the Group and the measures taken by the management to address such risks. The report will also highlight residual exposures along with an appropriate management action plan to manage or mitigate such exposures. Any internal or external changes that may signifi cantly impact the risks and control spectrum will also be highlighted.

Control Structure and Environment

The embedded control system is designed to facilitate achievement of the Group’s business objectives. It comprises the following:

• Organisation structure with well defi ned lines of

responsibility and delegated authority

The organisation structure includes defi ned lines of responsibility and delegation of authority to the Committees of the Board, the Chief Executive Offi cer (“CEO”) or Chief Operating Offi cer (“COO”) and operating units through defi ned sets of terms of references, position descriptions and authorisation levels for all aspects of the business as set out in the Board Charter and Limits of Authority. Besides the predominantly non-executive standing committees such as Audit, Nomination and Remuneration Committees, the Board is supported operationally by the Management Committee which consists of senior members of the organisation including the CEO/COO. The Management Committee convenes regularly to meet its strategic business agenda thus channelling appropriate inputs to the Board for its oversight of the Group’s operations and maintenance of effective control over the entire operations.


• Independence of the Audit Committee

The Audit Committee comprises non-executive members of the Board, with the majority being Independent Directors. The Committee has full and unrestricted access to any information pertaining to the Group and has direct communication channels with the external and internal auditors. The primary objectives of the Audit Committee are to assist the Board in monitoring the Group’s management of its business and fi nancial risks and the determination of appropriate internal controls to manage these risks.

• Comprehensive budgeting and monitoring processes

Detailed and comprehensive budgets for both business and support units are prepared on an annual basis for approval by the Board together with an indication of future business directions under a two-year operating plan. Actual performance is monitored against the budget on a monthly basis and appropriate explanations are documented for signifi cant variances. Periodical forecasts are also carried out to update changes in business environment. Management accounts packages detailing performance of business and support units against budget, forecast, prior year results and key business indicators are tabled and deliberated at the Management Committee and Board meetings for proper monitoring of performance.

Monitoring and Review

The effectiveness of the Group’s systems of internal controls and risk management are monitored through periodical review of business processes, the state of internal controls and business risk profi le by operating units. The results of the review will be examined by a team within the organisation and after due processes, the management will identify signifi cant areas to be reported to the Audit Committee.

Independent appraisals by internal auditors also ensure compliance with policies, procedures, standards and legislation and give reasonable assurance of the effectiveness of the Group’s systems of internal controls and risk management.

Review of this statement

Pursuant to paragraph 15.23 of the Main Market Listing Requirements of BMSB, the external auditors have reviewed this statement for inclusion in the Annual Report of the Group for the fi nancial year ended 31 December 2010 and reported to the Board that nothing has come to their attention that causes them to believe that this statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the systems of internal controls and risk management.

Conclusion

For the fi nancial year under review and up to the date of issuance of the Financial Statements, the Board is satisfi ed with the adequacy, integrity and effectiveness of the Group’s systems of internal controls and risk management. No material losses, contingencies or uncertainties have arisen from any inadequacy or failure of the Group’s system of internal controls and risk management that would require separate disclosure in the Group’s Annual Report.

STATEMENT OF INTERNAL CONTROL


AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors was formed in 1977. The present members of the Committee are:

• Vimala Menon (Chairman)• Tan Sri Dato’ Sulaiman bin Sujak• Cheah Kim Teck

The members of the Audit Committee consist solely of Non-Executive Directors, the majority of whom are independent. The independent members are Vimala Menon as Chairman and Tan Sri Dato’ Sulaiman bin Sujak as member. The Non-Independent Director is Cheah Kim Teck.

The Committee had four meetings during the year. The meetings were attended by all members except for Cheah Kim Teck who did not attend the February 2010 meeting. Members of senior management attended these meetings upon invitation by the Chairman of the Committee. The Group’s internal and external auditors attended all the meetings during the period.

Set out below is the record of attendance of the Audit Committee members:

Audit Committee Members Attendance

Vimala Menon 4/4Tan Sri Dato’ Sulaiman bin Sujak 4/4Cheah Kim Teck 3/4

The terms of reference of the Audit Committee are set out in pages 14 to 15.

During the fi nancial year, the Audit Committee carried out its duties as set out in the terms of reference. In particular, the functions of the Audit Committee are to review accounting policies, internal controls, statutory fi nancial statements and related party transactions of the Company and its subsidiary companies on behalf of the Board of Directors.

In performing its functions, the Audit Committee reviewed the overall scope of internal audit. It met with the Group’s internal auditors to discuss the results of their examinations and their evaluation of the system of internal controls of the Company and its subsidiary companies.

In addition, the Audit Committee discussed with the external auditors the audit plan which states the nature and scope of audit and the results of examination arising from the external audit.

The Audit Committee also reviewed the quarterly announcements to Bursa Malaysia Securities Berhad (“BMSB”) and the fi nancial statements of the Company and the consolidated fi nancial statements of the Group as well as the statutory auditors’ report thereon. The Audit Committee recommended to the Board of Directors, subject to the shareholders’ approval, the selection of the Company’s and its subsidiary companies’ statutory auditors.

In its endeavour to fulfi ll its responsibilities, the Audit Committee focused its attention on key aspects of business operations that have signifi cant impact not only on profi tability but also the quality of services provided to customers.

Other main issues discussed by the Audit Committee are as follows:

• Review of the Group’s risk management reports;

• The new Financial Reporting Standards issued by the Malaysian Accounting Standards Board and their applicability to the consolidated fi nancial statements for the fi nancial year ended 31 December 2010; and

• The disclosure requirements of the Main Market Listing Requirements of BMSB.

Internal Audit Function

The Group uses the services of the Jardine Matheson Group Internal Auditors to accomplish its internal audit requirements. The Group Internal Auditors report to the Audit Committee on matters concerning the Group and assists the Board of Directors in monitoring and managing risks and internal controls.

The Group Internal Auditors review internal controls in all key activities of the Group and recommend improvement in controls and procedures. The Group Internal Auditors are independent of the activities that they audit and perform with impartiality and due professional care. Findings of the Group Internal Auditors are reported regularly to the Audit Committee.

The Audit Committee approves the internal audit plan of the Group Internal Auditors each year. The scope of the internal audit covers the audits of signifi cant units and operations, including subsidiaries. In addition, the Group Internal Auditors also audit the various computer application systems and network of the Group.

During the year the management worked hand in hand with the Group Internal Auditors in identifying risk areas, implementing control measures and monitoring controls. The monitoring process will form the basis for continually improving the risk management process in the context of the Group’s overall goals.

In the course of auditing, the Group Internal Auditors have identifi ed some minor internal control weaknesses during the period, which have been or are being addressed. None of the weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s Annual Report.


AUDIT COMMITTEE TERMS OF REFERENCE

Purpose

The Audit Committee is established as a committee of the Board of Directors. The primary objectives of the Audit Committee are to:

1. Provide assistance to the Board in fulfi lling its statutory and fi duciary responsibilities for review of the Company and its subsidiaries (“the Group”) and monitoring the Group’s management of business/fi nancial risk processes and accounting and fi nancial reporting practices;

2. Determine that the Group has adequate administrative, operational and internal accounting controls and that the Group is operating in accordance with its prescribed procedures, codes of conduct and applicable legal and regulatory requirements;

3. Serve as an independent and objective party in the review of the fi nancial information presented by management for distribution to shareholders and the general public; and

4. Provide direction and oversight over the internal audit function and the external auditors to enhance their independence from management.

Membership

The Audit Committee shall have at least three members. All the members must be non-executive directors and fi nancially literate with a majority of them being independent directors. The chairperson of the Committee shall be an independent director.

At least one member of the Committee, preferably an independent director, must meet the criteria set by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”) (Paragraph 15.09(1)(c)).

Audit Committee members and the chairperson shall be appointed by the Board based on the recommendations of the Nomination Committee. No alternate directors shall be appointed to the Audit Committee.

If a member of the Committee resigns, dies or for any reason ceases to be member resulting in non-compliance with the above paragraphs, the Board shall, within three (3) months of that event, appoint such number of new members as may be required.

The Audit Committee shall have no executive powers.

Committee’s Operating Principles

The Audit Committee wherever necessary and reasonable for the performance of its duties, shall in accordance with the procedures determined by the Board and at the cost of the Group:

1. Have authority to investigate any matter within its terms of reference;

2. Have the resources which are required to perform its duties;

3. Have full and unrestricted access to any information pertaining to the Group;

4. Have direct communication channels with the external auditors and internal auditors;

5. Be able to obtain independent professional advice or other advice; and

6. Be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

Meetings

The Committee shall meet at least four (4) times each year. Additional meetings shall be scheduled as considered necessary by the Committee or chairperson. The Committee may establish procedures from time to time to govern its meetings, keeping of minutes and its administration.

The Committee may request other directors, members of management, counsels, internal auditors and external auditors, as applicable to participate in Committee meetings, as necessary, to carry out the Committee’s responsibilities. It shall be understood that either internal or external auditors, may, at any time, request a meeting with the Audit Committee with or without management attendance.

The external auditors shall be given notice of meetings and shall have the right to attend and speak.

At least twice a year, the Committee shall meet with the external auditors without the presence of executive Board members.

The secretary of the Committee shall be appointed by the Committee from time to time. Committee meeting agendas shall be the responsibility of the Committee chairperson with input from Committee members. The chairperson may also ask management to participate in this process. The agenda for each meeting shall be circulated at least fi ve days before each meeting to the Committee members, the external auditors and all those who are required to attend the meeting. Written materials including information requested by the Committee from management, internal audit and external auditors shall be received together with the agenda for the meetings.

The Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the chairperson of the meeting at which the proceedings were held or by the chairperson of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. Minutes of each meeting shall also be distributed to all attendees (members) of the Audit Committee meeting and external auditors.


The Committee, through its chairperson, shall report to the Board after each meeting. The minutes of the Committee meeting shall be available to all Board members.

Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.

Scope of Activities

The duties of the Audit Committee shall include the following:

1. To recommend appointment of the external auditors and their fees and consider any questions of resignation or dismissal including whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment;

2. To review the external auditors’ proposed scope and approach before the audit commences and ensure co-ordination where more than one audit fi rm is involved;

3. To review the quarterly fi nancial announcements and year-end fi nancial statements of the Group, prior to the approval by the Board, focusing particularly on:

• changes in or implementation of major accounting policies;

• signifi cant and unusual events;

• signifi cant adjustments arising from the audit;

• going concern assumption; and

• compliance with accounting standards and other legal requirements.

4. To discuss problems and reservations arising from interim and fi nal audits and any matter the auditor may wish to discuss (in the absence of management where necessary) including assistance given by employees of the Group to the auditor;

5. To review with the external auditors, their evaluation of the system of internal controls, including any signifi cant suggestions for improvements and management’s response;

6. To review with the external auditors, their audit report;

7. To review the Group’s business risk management process, including adequacy of the Group’s overall control environment and controls in selected areas representing signifi cant fi nancial and business risk;

8. To do the following where an internal audit function exists:

• review the adequacy of the scope, function, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;

• review the internal audit programme, process and results of the internal audit programme, processes or investigation undertaken and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function;

• ensure that the internal audit function is independent of the activities it audits; the internal audit function should be free from interference in determining the scope of internal audit, performing work and communicating results; and

• ensure that the internal audit function reports directly to the Committee.

9. To review any related party transactions and confl ict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity;

10. To review the major fi ndings of internal investigations and management’s response;

11. To review management’s monitoring of compliance with the Group’s code of corporate conduct;

12. To review with the Group’s counsels, any legal matters that could have a signifi cant impact on the Group’s fi nancial statements;

13. To verify at the end of each fi nancial year, the allocation of options under a share scheme for employees to ensure compliance with the allocation criteria determined by the Remuneration Committee and in accordance with the Bye-Laws of the relevant Option Scheme. A statement by the Committee verifying such allocation shall be included in the annual report;

14. To review the fi ndings of any investigation by regulatory authorities;

15. Where the Audit Committee is of the view that a matter

reported by it to the Board has not been satisfactorily resolved resulting in a breach of BMSB’s requirements, the Audit Committee must promptly report such matters to BMSB; and

16. Perform other oversight functions as requested by the Board.


ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”), the following information is provided:

Non-Statutory Audit Fees

The amount of non-statutory audit fees paid and payable to the external auditors by the Company and its subsidiaries for the fi nancial year ended 31 December 2010 are as follows:

RM’000

PricewaterhouseCoopers 27PricewaterhouseCoopers Taxation Services Sdn. Bhd. 154PricewaterhouseCoopers Advisory Services Sdn. Bhd. 115Total 296

Material Contracts

Neither the Company nor any of its subsidiaries have entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business) involving Directors’ and major shareholders’ interests since the end of the previous fi nancial year other than the conditional share sale agreement (“SSA”) made on 23 November 2010 to acquire 100% of Lowe Motors Sdn. Bhd. (“LMSB”), a company incorporated in Malaysia for RM16 million. LMSB is the authorised dealer of Mercedes-Benz in the state of Penang, Malaysia. The acquisition is expected to complete in 2011.

Recurrent Related Party Transactions

The Company had at the Annual General Meeting held on 27 April 2010 obtained a shareholders’ mandate for the Group to enter into recurrent transactions of a revenue or trading nature, which are necessary for its day-to-day operations and are in the ordinary course of business, with related parties. The said general mandate has been in effect from 27 April 2010 until the conclusion of the forthcoming

Annual General Meeting of the Company. The Company intends to seek a renewal of the said general mandate for recurrent related party at the forthcoming Annual General Meeting of the Company.

The details of the new mandate to be sought have been furnished in the Circular to Shareholders dated 29 March 2011 together with this Annual Report.

Details of related party transactions are disclosed in Note 27 to the fi nancial statements, of which none of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the fi nancial year exceeds the applicable prescribed threshold under Chapter 10.09(2)(e) of the Main Market Listing Requirements of BMSB.

Sanctions or Penalties

During the fi nancial year, there were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies other than the tax penalty imposed by Inland Revenue Board.

Others

The Company does not have the following activities during the fi nancial year:

• Utilisation of proceeds raised from any proposal

• Share buy-backs

• Issuance of options or convertible securities

• Depository receipt programme sponsored by the Company

• Announcement of profi t estimation, forecast and projections

• Receipt of profi t guarantee

• Employee share option scheme (“ESOS”)

STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS

The Directors are required by the Companies Act, 1965 to prepare fi nancial statements for each fi nancial year which have been made out in accordance with the applicable approved accounting standards for entities other than private entities and give a true and fair view of the state of affairs of the Group and of the Company at the end of the fi nancial year and of the results and cash fl ows of the Group and of the Company for the fi nancial year.

In preparing the fi nancial statements, the Directors have:

• selected suitable accounting policies and applied them consistently;

• made judgements and estimates that are reasonable and prudent;

• ensured that all applicable accounting standards for entities other than private entities have been followed; and

• prepared fi nancial statements on the going concern basis as the Directors have a reasonable expectation, having made enquiries, that the Group and the Company have adequate resources to continue operations for the foreseeable future.

The Directors acknowledge the responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy the fi nancial position of the Group and of the Company and which enable them to ensure that the fi nancial statements comply with the Companies Act, 1965.

The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group, to prevent and detect fraud and other irregularities.


STATUTORY FINANCIAL STATEMENTS

18 Directors’ Report21 Statement by Directors21 Statutory Declaration22 Independent Auditors’ Report24 Consolidated Statement of Comprehensive Income25 Consolidated Statement of Financial Position26 Consolidated Statement of Changes in Equity27 Consolidated Statement of Cash Flows28 Company Statement of Comprehensive Income29 Company Statement of Financial Position30 Company Statement of Changes in Equity31 Company Statement of Cash Flows32 Summary of Signifi cant Accounting Policies42 Notes to the Financial Statements


DIRECTORS’ REPORT

The directors submit their Annual Report to the members together with the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December 2010.

Principal Activities

The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and servicing of vehicles. There have been no signifi cant changes in the nature of these activities during the fi nancial year.

Financial Results Group Company

RM’000 RM’000

Profi t before tax 34,999 33,931Tax expense (8,223) (7,838)Profi t attributable to sharehlders 26,776 26,093

Dividends

The dividends paid or declared by the Company since 31 December 2009 are as follows: RM’000

In respect of the fi nancial year ended 31 December 2009: As shown in the Directors’ report for the fi nancial year, fi nal gross dividend of 5 sen per share on 100,744,500 ordinary shares, less 25% income tax, paid on 25 June 2010 3,778

In respect of the fi nancial year ended 31 December 2010: Interim gross dividend of 5 sen per share on 100,744,500 ordinary shares, less 25% income tax, paid on 24 August 2010 3,778 7,556

The directors now recommend the payment of a fi nal gross dividend of 5 sen per ordinary share on 100,744,500 ordinary shares, less income tax at 25%, amounting to RM3,778,000 which, subject to the approval of members at the forthcoming Annual General Meeting of the Company, will be paid on 27 May 2011 to shareholders whose names appear in the Company’s Register of Members and Record of Depositors on 29 April 2011.

Reserves and Provisions

Material transfers to or from reserves and provisions during the fi nancial year are shown in the fi nancial statements.

Directors

The directors who have held offi ce during the period since the date of the last report are:

Benjamin William KeswickDatuk Syed Tamim Ansari bin Syed MohamedTan Sri Dato’ Sulaiman bin SujakCheah Kim TeckVimala A/P V.R. MenonChiew Sin Cheok (Alternate director to Benjamin William Keswick)Mohkam Singh A/L Tara Singh (Alternate director to Datuk Syed Tamim Ansari bin Syed Mohamed)Ho Yeng Tat (Alternate director to Cheah Kim Teck)

In accordance with the Company’s Articles of Association, Cheah Kim Teck retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.

In accordance with Section 129 of the Companies Act, 1965, Tan Sri Dato’ Sulaiman bin Sujak being over seventy years of age, retires at the forthcoming Annual General Meeting and offers himself for re-appointment.


Directors’ Benefi ts

During and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than those disclosed in Note 5 to the fi nancial statements) by reason of a contract made by the Company or a related corporation with the director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest other than share options.

Directors’ Interests in Shares

According to the register of directors’ shareholdings, particulars of interests of directors who held offi ce at the end of the fi nancial year in the ordinary shares and options over ordinary shares in the Company and its related corporations are as follows:

Number of ordinary shares

At At

1.1.2010 Acquired Sold 31.12.2010

Shares in Jardine Cycle & Carriage Limited (“JCCL”) held by:Cheah Kim Teck 20,189 0 0 20,189Ho Yeng Tat 34,833 0 (13,000) 21,833

Options over ordinary shares

At At

1.1.2010 Granted Exercised 31.12.2010

Options in JCCL held by:Ho Yeng Tat 20,000 0 0 20,000

Number of ordinary shares of US$0.25 each

At At

1.1.2010 Acquired Sold 31.12.2010

Shares in Jardine Matheson Holdings Limited (“JMHL”) held by:Benjamin William Keswick 2,234,186 72,704 (33,000) 2,273,890Benjamin William Keswick # 37,422,743 285,799 (357,414) 37,351,128

# Deemed interest in shares held by family trusts in which Benjamin William Keswick is a benefi ciary.

At 31 December 2010, Benjamin William Keswick had deemed interests in 35,915,991 ordinary shares in JMHL as one of the discretionary objects under the 1947 Trust, the income of which is available for distribution to senior executive offi cers and employees of JMHL and its wholly owned subsidiaries.

Options over ordinary shares of US$0.25 each

At At

1.1.2010 Granted Exercised 31.12.2010

Options in JMHL held by:Benjamin William Keswick 300,000 0 (50,000) 250,000Chiew Sin Cheok 20,000 0 0 20,000

None of the other directors who held offi ce at the end of the fi nancial year held any interest in shares in the Company or its related corporations during the fi nancial year.


Other Statutory Information

Before the statements of comprehensive income and statements of the fi nancial position of the Group and of the Company were made out, the directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for impaired receivables and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for impaired receivables; and

(b) to ensure that any current assets, which were unlikely to realise their values as shown in the accounting records of the Group and of the Company in the ordinary course of business had been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances:

(a) which would render the amounts written off for bad debts or the amount of the allowance for impaired receivables in the fi nancial statements of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the fi nancial statements of the Group and of the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which, in the opinion of the directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations when they fall due.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group or of the Company which has arisen since the end of the fi nancial year which secures the liability of any other person; or

(b) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the fi nancial statements which would render any amount stated in the fi nancial statements misleading.

In the opinion of the directors,

(a) the results of the Group’s and of the Company’s operations during the fi nancial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group or of the Company for the fi nancial year in which this report is made.

Ultimate Holding Company

The directors regard Jardine Matheson Holdings Limited, a company incorporated in Bermuda, as the Company’s ultimate holding company.

Auditors

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in offi ce.

Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2011.

Benjamin William Keswick Vimala A/P V.R. MenonDirector Director

DIRECTORS’ REPORT


I, Wong Yee Ying, the offi cer primarily responsible for the fi nancial management of Cycle & Carriage Bintang Berhad, do solemnly and sincerely declare that the fi nancial statements set out on pages 24 to 60 are, in my opinion, correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Wong Yee Ying

Subscribed and solemnly declared by the above named Wong Yee Ying.

At: Kuala Lumpur

On: 24 February 2011

Before me:

Commissioner for Oaths

STATEMENT BY DIRECTORS

Pursuant to Section 169(15) of the Companies Act, 1965

We, Benjamin William Keswick and Vimala A/P V.R. Menon, two of the directors of Cycle & Carriage Bintang Berhad, state that, in the opinion of the directors, the fi nancial statements set out on pages 24 to 60 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and of the results and cash fl ows of the Group and of the Company for the fi nancial year ended on that date in accordance with the Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of the Companies Act, 1965.

Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2011.

Benjamin William Keswick Vimala A/P V.R. MenonDirector Director

STATUTORY DECLARATION

Pursuant to Section 169(16) of the Companies Act, 1965


INDEPENDENT AUDITORS’ REPORT

To the members of Cycle & Carriage Bintang Berhad (Incorporated in Malaysia) (Company No. 7378 D)

Report on the Financial Statements

We have audited the fi nancial statements of Cycle & Carriage Bintang Berhad on pages 24 to 60, which comprise the statements of fi nancial position as at 31 December 2010 of the Group and of the Company, and the statements of comprehensive income, changes in equity and cash fl ows of the Group and of the Company for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on Notes 1 to 32.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance with the Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act, 1965. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the fi nancial statements have been properly drawn up in accordance with the Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act, 1965 so as to give a true and fair view of the fi nancial position of the Group and of the Company as of 31 December 2010 and of their fi nancial performance and cash fl ows for the fi nancial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the Company’s fi nancial statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(c) Our audit reports on the fi nancial statements of the subsidiaries did not contain any qualifi cation or any adverse comment made under Section 174(3) of the Act.


Other Reporting Responsibilities

The supplementary information set out in Note 33 on page 61 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PricewaterhouseCoopers Jayarajan A/L U. Rathinasamy(No. AF: 1146) (No. 2059/06/12 (J))Chartered Accountants Chartered Accountant

Kuala Lumpur24 February 2011


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the fi nancial year ended 31 December 2010

Restated Note 2010 2009 RM’000 RM’000

CONTINUING OPERATIONS

REVENUE 4 589,246 466,320Cost of sales (523,282) (412,607)Gross profi t 65,964 53,713

Other operating income– dividend income from available-for-sale investment 11,229 11,229– rental income 2,783 3,576– others 5,978 7,241Selling and distribution costs (32,504) (26,380)Administrative expenses (18,402) (18,313)OPERATING PROFIT 35,048 31,066

FINANCE COST – interest expense on borrowings (254) (509)SHARE OF RESULTS OF AN ASSOCIATED COMPANY 14 205 (9)PROFIT BEFORE TAX 34,999 30,548

INCOME TAX EXPENSE 6 (8,223) (6,862)PROFIT FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS 26,776 23,686

DISCONTINUED OPERATIONS

PROFIT FOR THE FINANCIAL YEAR FROM DISCONTINUED OPERATIONS 7 0 4,486NET PROFIT FOR THE FINANCIAL YEAR 8 26,776 28,172

OTHER COMPREHENSIVE INCOME, NET OF TAXAvailable-for-sale investment – fair value change arising during the fi nancial year (3,088) 0

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 23,688 28,172

NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 26,776 28,172

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY 23,688 28,172

Attributable to: OWNERS OF THE PARENT 23,688 28,172

Basic earnings per share attributable to shareholders of the Company: sen sen– profi t for the fi nancial year from continuing operations 10 26.58 23.51

– net profi t for the fi nancial year 10 26.58 27.96

The accounting policies on pages 32 to 41 and the notes on pages 42 to 60 form an integral part of these fi nancial statements.


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2010

Restated Restated Note 31.12.2010 31.12.2009 1.1.2009 RM’000 RM’000 RM’000

NON-CURRENT ASSETSProperty, plant and equipment 11 68,446 71,558 76,102Investment in an associated company 14 & 26 0 195 204Available-for-sale investment 15 73,135 66,003 66,003Deferred tax assets 16 879 1,343 2,914 142,460 139,099 145,223

CURRENT ASSETSInventories 17 45,614 53,600 62,179Tax recoverable 185 232 1,269Trade and other receivables 18 42,251 43,831 60,445Cash and cash equivalents 19 47,446 28,427 58,766 135,496 126,090 182,659Non-current assets held for sale 0 0 250 135,496 126,090 182,909TOTAL ASSETS 277,956 265,189 328,132

CURRENT LIABILITIESProvisions for liabilities and charges 20 991 963 1,391Current tax liabilities 607 934 126Trade and other payables 21 100,277 83,563 106,832Borrowings (unsecured) 22 0 30,000 0 101,875 115,460 108,349TOTAL LIABILITIES 101,875 115,460 108,349NET ASSETS 176,081 149,729 219,783

EQUITYCAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANYShare capital 23 100,745 100,745 100,745Share premium 23,857 23,857 23,857Retained profi ts 24 44,347 25,127 95,181Fair value reserve 7,132 0 0TOTAL EQUITY 176,081 149,729 219,783



CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the fi nancial year ended 31 December 2010

Attributable to shareholders of the Company

Issued and fully paid

ordinary shares of RM1 each

Number Nominal Share Revaluation Fair value Retained

of shares value premium reserve reserve profi ts Total

’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2010– as previously reported 100,745 100,745 23,857 8,463 0 25,055 158,120

– effect of change in accounting policy (see accounting policy C) 0 0 0 (8,463) 0 72 (8,391)

– effect of adoption of FRS 139 0 0 0 0 10,220 0 10,220

At 1 January 2010, as restated 100,745 100,745 23,857 0 10,220 25,127 159,949

Total comprehensive income for the fi nancial year 0 0 0 0 (3,088) 26,776 23,688

Dividends for the fi nancial year ended (Note 9): – 31 December 2009 (fi nal) 0 0 0 0 0 (3,778) (3,778)

– 31 December 2010 (interim) 0 0 0 0 0 (3,778) (3,778)

At 31 December 2010 100,745 100,745 23,857 0 7,132 44,347 176,081



ordinary shares of RM1 each

Number Nominal Share Revaluation Retained

of shares value premium reserve profi ts Total

’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2009 – as previously reported 100,745 100,745 23,857 8,463 95,152 228,217– effect of change in accounting policy (see accounting policy C) 0 0 0 (8,463) 29 (8,434)At 1 January 2009, as restated 100,745 100,745 23,857 0 95,181 219,783

Total comprehensive income for the fi nancial year 0 0 0 0 28,172 28,172

Dividends for the fi nancial year ended (Note 9): – 31 December 2008 (fi nal) 0 0 0 0 (3,778) (3,778) – 31 December 2009 (interim) 0 0 0 0 (3,778) (3,778) – 31 December 2009 (special) 0 0 0 0 (90,670) (90,670)At 31 December 2009 100,745 100,745 23,857 0 25,127 149,729



CONSOLIDATED STATEMENT OF CASH FLOWSFor the fi nancial year ended 31 December 2010

Note 2010 2009 RM’000 RM’000

OPERATING ACTIVITIESNet cash fl ow from operations 25 53,733 32,092

Interest paid (254) (522)Interest received 604 1,095Taxation paid (8,039) (4,941)Warranty and other provisions utilised (1) (235) (7,690) (4,603)Net cash fl ow from operating activities 46,043 27,489

INVESTING ACTIVITIESProceeds from disposal of plant and equipment 81 370Purchase of plant and equipment (1,178) (1,201)Interim capital distribution received from an associated company 400 0Dividend received from available-for-sale investment 11,229 11,229Net cash fl ow from investing activities 10,532 10,398

FINANCING ACTIVITIESBankers acceptance (30,000) 30,000Dividends paid (7,556) (98,226)Net cash fl ow used in fi nancing activities (37,556) (68,226)

NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR 19,019 (30,339)CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 28,427 58,766CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 47,446 28,427



COMPANY STATEMENT OF COMPREHENSIVE INCOMEFor the fi nancial year ended 31 December 2010

Restated Note 2010 2009 RM’000 RM’000

CONTINUING OPERATIONS

REVENUE 4 525,141 415,343Cost of sales (465,931) (366,452)Gross profi t 59,210 48,891

Other operating income– dividend income from available-for-sale investment 11,229 11,229– rental income 3,153 3,996– dividend income from subsidiary companies 0 14,027– others 6,015 7,006Selling and distribution costs (27,860) (23,599)Administrative expenses (17,562) (17,496)OPERATING PROFIT 34,185 44,054

FINANCE COST – interest expense on borrowings (254) (509)PROFIT BEFORE TAX 33,931 43,545

INCOME TAX EXPENSE 6 (7,838) (9,989)PROFIT FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS 26,093 33,556

DISCONTINUED OPERATIONS

PROFIT FOR THE FINANCIAL YEAR FROM DISCONTINUED OPERATIONS 7 0 4,486NET PROFIT FOR THE FINANCIAL YEAR 8 26,093 38,042

OTHER COMPREHENSIVE INCOME, NET OF TAXAvailable-for-sale investment – fair value change arising during the fi nancial year (3,088) 0

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 23,005 38,042



Restated Restated Note 31.12.2010 31.12.2009 1.1.2009 RM’000 RM’000 RM’000

NON-CURRENT ASSETSProperty, plant and equipment 11 70,306 73,306 78,459Investment in subsidiary companies 13 & 26 31,614 31,654 31,654Investment in an associated company 14 & 26 0 0 0Available-for-sale investment 15 73,135 66,003 66,003Deferred tax assets 16 835 1,286 2,761 175,890 172,249 178,877

CURRENT ASSETSInventories 17 40,570 48,451 57,230Tax recoverable 0 0 1,141Trade and other receivables 18 40,414 45,102 55,916Cash and cash equivalents 19 45,737 26,386 56,322 126,721 119,939 170,609Non-current assets held for sale 0 0 250 126,721 119,939 170,859TOTAL ASSETS 302,611 292,188 349,736

CURRENT LIABILITIESProvisions for liabilities and charges 20 926 890 1,259Current tax liabilities 607 934 0Trade and other payables 21 119,654 104,609 132,538Borrowings (unsecured) 22 0 30,000 0 121,187 136,433 133,797TOTAL LIABILITIES 121,187 136,433 133,797NET ASSETS 181,424 155,755 215,939

EQUITYCAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANYShare capital 23 100,745 100,745 100,745Share premium 23,857 23,857 23,857Retained profi ts 24 49,690 31,153 91,337Fair value reserve 7,132 0 0TOTAL EQUITY 181,424 155,755 215,939


COMPANY STATEMENT OF FINANCIAL POSITION As at 31 December 2010


COMPANY STATEMENT OF CHANGES IN EQUITYFor the fi nancial year ended 31 December 2010



ordinary shares of RM1 each Non-Distributable Distributable

Number Nominal Share Revaluation Fair value Retained

of shares value premium reserve reserve profi ts Total

’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2010– as previously reported 100,745 100,745 23,857 7,446 0 31,085 163,133

– effect of change in accounting policy (see accounting policy C) 0 0 0 (7,446) 0 68 (7,378)

– effect of adoption of FRS 139 0 0 0 0 10,220 0 10,220

At 1 January 2010, as restated 100,745 100,745 23,857 0 10,220 31,153 165,975

Total comprehensive income for the fi nancial year 0 0 0 0 (3,088) 26,093 23,005

Dividends for the fi nancial year ended (Note 9): – 31 December 2009 (fi nal) 0 0 0 0 0 (3,778) (3,778)

– 31 December 2010 (interim) 0 0 0 0 0 (3,778) (3,778)

At 31 December 2010 100,745 100,745 23,857 0 7,132 49,690 181,424



ordinary shares of RM1 each Non-Distributable Distributable

Number Nominal Share Revaluation Retained

of shares value premium reserve profi ts Total

’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2009 – as previously reported 100,745 100,745 23,857 7,446 91,312 223,360– effect of change in accounting policy (see accounting policy C) 0 0 0 (7,446) 25 (7,421)At 1 January 2009, as restated 100,745 100,745 23,857 0 91,337 215,939

Total comprehensive income for the fi nancial year 0 0 0 0 38,042 38,042

Dividends for the fi nancial year ended (Note 9): – 31 December 2008 (fi nal) 0 0 0 0 (3,778) (3,778) – 31 December 2009 (interim) 0 0 0 0 (3,778) (3,778) – 31 December 2009 (special) 0 0 0 0 (90,670) (90,670)At 31 December 2009 100,745 100,745 23,857 0 31,153 155,755



COMPANY STATEMENT OF CASH FLOWSFor the fi nancial year ended 31 December 2010

Note 2010 2009 RM’000 RM’000

OPERATING ACTIVITIESNet cash fl ow from operations 25 53,565 20,667

Interest paid (254) (522)Interest received 604 1,095Taxation paid (7,714) (4,427)Warranty and other provisions utilised (1) (234) (7,365) (4,088)Net cash fl ow from operating activities 46,200 16,579

INVESTING ACTIVITIESProceeds from disposal of plant and equipment 68 420Purchase of plant and equipment (990) (458)Interim capital distribution received from an associated company 400 0Dividends received from subsidiary companies 0 10,520Dividend received from an available-for-sale investment 11,229 11,229Net cash fl ow from investing activities 10,707 21,711

FINANCING ACTIVITIESBankers acceptance (30,000) 30,000Dividends paid (7,556) (98,226)Net cash fl ow used in fi nancing activities (37,556) (68,226)

NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR 19,351 (29,936)CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 26,386 56,322CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 19 45,737 26,386



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESFor the fi nancial year ended 31 December 2010

Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are considered material in relation to the fi nancial statements. These policies have been consistently applied to all the fi nancial years presented, unless otherwise stated.

A Basis of Preparation

The fi nancial statements of the Group and Company have been prepared in accordance with and comply with the Financial Reporting Standards (“FRSs”), the Malaysian Accounting Standards Board (“MASB”) Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of the Companies Act, 1965. The fi nancial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of fi nancial statements in conformity with the FRSs and the provisions of the Companies Act, 1965 requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fi nancial statements, and the reported amounts of revenues and expenses during the reported period. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Although these estimates and judgement are based on the directors’ best knowledge of current events and actions, actual results could differ from these estimates.

The fi nancial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signifi cant to the fi nancial statements are disclosed in Note 3.

The fi nancial statements have been approved for issue in accordance with a resolution of the Board of Directors on 24 February 2011.

Changes on Accounting Policy and Disclosures

(i) Standards, amendments to published standards and interpretations to existing standards that are effective and have

been adopted

On 1 January 2010, the Group and the Company adopted the following new and amended FRSs and IC Interpretations mandatory for annual fi nancial periods beginning on or after 1 January 2010:

• FRS 7 Financial Instruments: Disclosures. • FRS 8 Operating Segments. • FRS 101 (revised) Presentation of Financial Statements. • Revised FRS 127 Consolidated and Separate Financial Statements. • FRS 139 Financial Instruments: Recognition and Measurement and the related amendments. • FRS 123 (revised) Borrowing Costs. • Amendments to FRS 1 and FRS 127 Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate. • Amendments to FRS 132 and FRS 101 (revised) Puttable Financial Instruments and Obligations Arising on Liquidation. • Amendment to 117 Leases. • Amendment to 134 Interim Financial Reporting. • IC Interpretation 9 Reassessment of Embedded Derivatives. • IC Interpretation 10 Interim Financial Reporting and Impairment. • Improvements to FRSs (2009).

A summary of impact of the new accounting standards, amendments and improvements to published standards and interpretations (that are effective during the fi nancial year and have been adopted by the Group and Company) on the fi nancial statements of the Group and Company is set out below:

FRS 7 Financial Instruments: Disclosures

Prior to 1 January 2010, information about fi nancial instruments was disclosed in accordance with the requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about fi nancial instruments. It requires the disclosures of qualitative and quantitative information about exposure to risks arising from fi nancial instruments, including specifi ed minimum disclosures about credit risk, liquidity risk, interest rate risk, foreign currency exchange risk and market risk.

The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions, hence the new disclosures have not been applied to the comparatives. The new disclosures are included in the Group’s and the Company’s fi nancial statements for the fi nancial year ended 31 December 2010.


A Basis of Preparation (continued)


been adopted (continued)

FRS 101 (revised) Presentation of Financial Statements

The revised FRS 101 introduces changes in the presentation and disclosures of fi nancial statements. The revised Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profi t or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company have elected to present this statement as in one single statement.

In addition, a statement of fi nancial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classifi cation of items in the fi nancial statements.

The revised FRS 101 also requires the Group to make new disclosures to enable users of the fi nancial statements to evaluate the Group’s objectives, policies and processes for managing capital.

The revised FRS 101 was adopted retrospectively by the Group and the Company.

FRS 139 Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring fi nancial assets, fi nancial liabilities and some contracts to buy and sell non-fi nancial items. The Group and the Company have adopted FRS 139 prospectively on 1 January 2010 in accordance with the transitional provisions. The effects arising from the adoption of this Standard have been accounted for by adjusting the opening balance of retained earnings as at 1 January 2010. Comparatives are not restated. The details of the changes in accounting policies and the effects arising from the adoption of FRS 139 are as follows:

Equity instruments Prior to 1 January 2010, the Group classifi ed its investments in equity instruments which were held for non-trading

purposes as non-current investments. Such investments were carried at cost less impairment losses. Upon the adoption of FRS 139, these investments are designated at 1 January 2010 as available-for-sale fi nancial assets and accordingly are stated at their fair values as at that date. The adjustments to their previous carrying amounts are recognised as adjustments to the opening balance of retained profi ts as at 1 January 2010.

The following are effects arising from the above changes in accounting policy:

Group and Company

As at As at

31 December 1 January

2010 2010

RM’000 RM’000

Statement of fi nancial position

Investment in unquoted shares: available-for-sale (“AFS”) fi nancial asset (Note 15) 7,132 10,220

Other reserve – fair value adjustment reserve (7,132) (10,220)

Statement of comprehensive income

AFS – fair value change during the fi nancial year 3,088 0

Amendment to FRS 117 Leases

Prior to the adoption of the Amendments to FRS 117, leasehold lands were treated as operating leases. The considerations paid were classifi ed and presented as leasehold land use rights on the statement of fi nancial position. With the adoption of the Amendment to FRS 117, the classifi cation of leasehold land as fi nance lease or an operating lease is based on the extent to which risk and rewards incident to ownership lie. Accordingly, the Group has reassessed and determined that all leasehold land use rights of the Group are in substance of fi nance lease and has reclassifi ed the leasehold lands to property, plant and equipment. This change in classifi cation has no effect on the profi t or loss of the Group. The reclassifi cation has been accounted retrospectively in accordance with the transitional provision and certain comparative balances have been restated as follows:



A Basis of Preparation (continued)


been adopted (continued)

Amendment to FRS 117 Leases (continued)

Effects of

As previously amendment As

reported to FRS 117 restated

31 December 2009 RM’000 RM’000 RM’000

Group

Leasehold land use rights (Note 12) 11,391 (11,391) 0

Company

Leasehold land use rights (Note 12) 13,246 (13,246) 0

The effects of amendment to FRS 117 on property, plant and equipment is disclosed in accounting policy C.

(ii) Standards, amendments to published standards and interpretation to existing standards that are effective but not

relevant for the Group’s operations

• FRS 4 Insurance Contracts. • Amendments to FRS 2 Share-based Payments: Vesting Conditions and Cancellations. • Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations. • IC Interpretation 11 FRS 2 Group & Treasury Share Transactions. • IC Interpretation 13 Customer Loyalty Programmes. • IC Interpretation 14 FRS 119 The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and their interactions.

(iii) Standards, amendments to published standards and interpretation to existing standards that are not yet effective

Effective from 1 July 2010: • FRS 1 (revised) First-time adoption of Financial Reporting Standards. • FRS 3 (revised) Business Combinations. • FRS 127 (revised) Consolidated and Separated Financial Statement. • Amendments to FRS 5 Non-current Asset Held for Sale and Discontinued Operations. • Amendment to FRS 138 Intangible Assets – Consequential Amendments Arising from FRS 3 (revised). • Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives. • Amendments to FRS 2 Share-based payment: Scope of FRS 2 and FRS 3 (revised). • IC Interpretation 12 Service Concession Arrangements. • IC Interpretation 15 Agreements for the Construction of Real Estate. • IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation. • IC Interpretation 17 Distributions of Non-cash Asset to Owners.

Effective from 1 January 2011: • FRS 7 Improving Disclosure about Financial Instruments. • Amendments to FRS 2 Group Cash-settled Share-based Payment Transaction. • Amendments to FRS 1 Additional Exemption for First-time Adopters. • Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters. • IC Interpretation 4 Determining Whether an Arrangement contains a lease. • IC Interpretation 18 Transfer of Assets from Customer.

Effective from 1 July 2011: • IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments. • Amendments to IC Interpretation 14 Prepayments of Minimum Funding Requirement.

Effective from 1 January 2012: • FRS 124 (revised) Related Party Disclosure. • Amendments to IC Interpretation 15 Agreements for Construction of Real Estate.

The adoption of the above standards, amendments to standards and IC interpretations are not expected to have a material impact on the Group’s and the Company’s fi nancial statements.


B Basis of Consolidation

The consolidated fi nancial statements made up to 31 December include the audited fi nancial statements of the Company and all its subsidiary companies.

Subsidiary companies are consolidated from the date of acquisition up to the date of disposal using the acquisition method of accounting. All intercompany transactions, balances and unrealised surpluses and defi cits on transactions between group companies have been eliminated. Where necessary, accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group.

C Property, Plant and Equipment

With effect from 1 January 2010, freehold land which was previously stated at valuation is now stated at cost less impairment losses where applicable. Freehold buildings and the building component of owner-occupied leasehold properties which were previously stated at valuation less accumulated depreciation and impairment losses where applicable, are now stated at cost less accumulated depreciation and impairment losses where applicable. This change harmonises the treatment of land and buildings, both freehold and leasehold, and aligns the Group’s accounting policy with industry practice and its holding companies, enhancing the comparability of the Group’s fi nancial statements with those of its peers. The Directors believe that the new policy provides reliable and more relevant fi nancial information to the users of the fi nancial statements. This change in accounting policy has been accounted for retrospectively, and the comparative fi nancial statements have been restated as follows:

Statement of fi nancial position

Effect of

As change in Effect of

previously accounting amendment As

reported policy to FRS 117 restated

As at 31 December 2009 RM’000 RM’000 RM’000 RM’000

Group

Property, plant and equipment 68,864 (8,697) 11,391 71,558Deferred tax asset 1,037 306 0 1,343Revaluation reserve (8,463) 8,463 0 0Retained profi ts (25,055) (72) 0 (25,127)

Company

Property, plant and equipment 67,738 (7,678) 13,246 73,306Deferred tax asset 986 300 0 1,286Revaluation reserve (7,446) 7,446 0 0Retained profi ts (31,085) (68) 0 (31,153)

Statement of comprehensive income

Effects of

As change in

previously accounting As

reported policy restated

Financial year ended 31 December 2009 RM’000 RM’000 RM’000

Group

Administrative expenses (18,356) 43 (18,313)Operating profi t 31,023 43 31,066Profi t before tax 30,505 43 30,548Profi t for the fi nancial year from continuing operations 23,643 43 23,686Net profi t attributable to shareholders of the Company 28,129 43 28,172



C Property, Plant and Equipment (continued)

Statement of comprehensive income (continued)

Effects of

As change in

previously accounting As

reported policy restated

Financial year ended 31 December 2009 RM’000 RM’000 RM’000

Company

Administrative expenses (17,539) 43 (17,496)Operating profi t 44,011 43 44,054Profi t before tax 43,502 43 43,545Profi t for the fi nancial year from continuing operations 33,513 43 33,556Net profi t for the fi nancial year 37,999 43 38,042

All other property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses where applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income in the period in which they are incurred.

Freehold land is not depreciated. Leasehold land is amortised in equal instalment over the periods of the respective leases which range from 61 to 91 years. Buildings are depreciated using the straight line method over their estimated useful economic lives or the estimated remaining period of the lease, whichever is shorter.

All other property, plant and equipment are depreciated on the straight line basis to write-off the cost of each asset to their residual values over their estimated useful lives at the following annual rates:

Buildings 3 1/3 % – 20%

Plant and machinery 14% – 33%Motor vehicles, equipment and fi xtures 10% – 33%

Depreciation on assets under construction commences when the assets are ready for their intended use.

The residual value, useful lives and depreciation method of property, plant and equipment are reviewed at each statement of fi nancial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

On disposal of property, plant and equipment, the difference between the net disposal proceed and the carrying amount is credited or charged to the income statement in determining its profi t from operations. The revaluation surplus on land and buildings is transferred directly to retained profi ts on sale of the property.

D Subsidiary Companies

Subsidiary companies are all entities over which the Group has the power to govern the fi nancial and operating policies generally accompanying a shareholding of more than 50% of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Investments in subsidiary companies are stated in the fi nancial statements of the Company at cost less allowance for any accumulated impairment losses. Impairment in value of an investment is recognised as an expense in the period in which the impairment is identifi ed.

A listing of the Group’s subsidiary companies is set out in Note 26.


E Associated Companies

Associated companies are all entities over which the Group has signifi cant infl uence, but no control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associated companies are accounted for in the consolidated fi nancial statements using the equity method of accounting and are initially recorded at historical cost. The Group’s investment in associated companies includes goodwill (net of any accumulated impairment losses) identifi ed on acquisition. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured receivables, the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the associated company.

Signifi cant unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated company. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Adjustments have been made where necessary to ensure consistency with the policies adopted by the Group.

The details of the Group’s associated company are shown in Note 26.

F Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less cost to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units (“CGU”)).

Impairment losses are recognised in profi t or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

G Financial Instruments

(i) Description

A fi nancial instrument is any contract that gives rise to both a fi nancial asset of one enterprise and a fi nancial liability or equity instrument of another enterprise.

A fi nancial asset is any asset that is cash, a contractual right to receive cash or another fi nancial asset from another enterprise, a contractual right to exchange fi nancial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise.

A fi nancial liability is any liability that is a contractual obligation to deliver cash or another fi nancial asset to another enterprise, or to exchange fi nancial instruments with another enterprise under conditions that are potentially unfavourable.



G Financial Instruments (continued)

(ii) Financial instruments recognised on the statement of fi nancial position

The particular recognition method adopted for fi nancial instruments recognised on the statement of fi nancial position is disclosed in the individual accounting policy notes associated with each item.

(iii) Fair value estimation for disclosure purposes

The face values, less any estimated credit adjustments, for fi nancial instruments with a maturity of less than one year are assumed to approximate their fair values.

The fair values for fi nancial instruments with a maturity more than one year are estimated using a variety of methods and assumptions that are based on market conditions existing of each statement of fi nancial position date including estimated discounted value of future cash fl ows, quoted market price or dealer quotes.

H Financial Assets

Financial assets are initially recognised at fair value plus transaction costs. Subsequent measurement of fi nancial assets depends on the classifi cation of the fi nancial assets.

The Group classifi es its fi nancial assets in the following categories: loans and receivables and available-for-sale fi nancial assets. The classifi cation depends on the purpose for which the fi nancial assets were required. Management determines the classifi cation of its fi nancial assets at initial recognition.

(i) Loans and receivables

Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. Loans and receivables are carried at amortised cost using the effective interest method, less impairment allowance. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classifi ed as non-current assets. Loans and receivables are classifi ed as “trade and other receivables” and “cash and cash equivalents” in the statement of fi nancial position.

(ii) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed in any other categories. They are stated at fair values and are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period. Unrealised gains and losses arising from changes in the fair value of these investments are recognised in other comprehensive income and accumulated under equity in the fair value reserve. On disposal of investments or when an investment is determined to be impaired, the cumulative gains and losses previously deferred in equity is recognised in the statement of comprehensive income.

All purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or sell the investment. Investments are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

The Group assesses at the end of each reporting period whether there is objective evidence that a fi nancial asset or a group of fi nancial assets is impaired. In the case of equity investments classifi ed as available-for-sale, a signifi cant or prolonged decline in the fair value of the investment below its cost is considered in determining whether the investments are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss (measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in the statement of comprehensive income) is removed from the fair value reserve within equity and recognised in the statement of comprehensive income. Impairment losses recognised in the statement of comprehensive income on equity investments are not reversed through the statement of comprehensive income, until the equity investments are disposed off. Impairment testing of trade and other receivables is described in Note 18.

I Inventories

Inventories are valued at the lower of cost and net realisable value.

Cost is generally determined using the fi rst in, fi rst out method except for spare parts, where cost is determined on the weighted average method. Work-in-progress and cost of locally assembled vehicles include direct materials, labour and an appropriate proportion of production overheads.

Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks.


J Receivables

Prior to 1 January 2010, receivables were initially recognised at their costs and subsequently stated at cost less allowance for doubtful debts.

Following the adoption of FRS 139, trade and other receivables are measured in accordance to accounting policy H(i).

K Cash and Cash Equivalents

For the purposes of the cash fl ow statement, cash and cash equivalents comprise cash in hand, deposits held at call with banks and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of fi nancial position.

L Financial Liabilities

Financial liabilities are classifi ed according to the substance of the contractual arrangement entered into and defi nitions of a fi nancial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statement of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial liabilities are classifi ed as either fi nancial liabilities to fair value through profi t or loss or other fi nancial liabilities.

(i) Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through profi t or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measure at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profi t or loss. Net gain or losses on derivative include exchange differences.

The Group and the Company have not designated any fi nancial liabilities as at fair value through profi t or loss.

(ii) Other fi nancial liabilities

The Group’s and the Company’s other fi nancial liabilities include trade payables, other payables and loan and borrowings.

Trade and other payables are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method.

Loan and borrowings are initially recognised based on the proceeds received, net of transaction cost incurred, and subsequently measured at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the profi t or loss over the period of the borrowings. Borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process.

A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial liability is replaced by another form the same lender on substantially different terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original liability, and the difference in the respective carrying amounts is recognised in profi t or loss.



M Provisions

Provisions for service and warranty, retrenchment benefi t and legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outfl ow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that refl ects current market assessment of the time value of money and the risks specifi c to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

N Non-Current Assets (or Disposal Groups) Classifi ed as Held for Sale

Non-current assets (or disposal groups) are classifi ed as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use.

O Share Capital

(i) Classifi cation

Ordinary shares are classifi ed as equity.

(ii) Dividends

Interim dividends are accounted for in shareholders’ equity as an appropriation of retained profi ts in the period in which they are declared whilst fi nal dividends are accounted for when approved by shareholders at the Annual General Meeting.

P Revenue Recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of sales and service taxes, excise duties, and is stated net of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefi ts will fl ow to the entity.

Interest income and return on investments are recognised in the statement of comprehensive income on a time-proportion basis unless collection is in doubt.

Dividend income is recognised when the Group’s right to receive payment is established.

Q Employee Benefi ts

(i) Short term employee benefi ts

Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefi ts are accrued in the period in which the associated services are rendered by employees of the Group.

(ii) Defi ned contribution plan

The Group’s contributions to the Employees’ Provident Fund, a defi ned contribution plan regulated and managed by the Government, are charged to the statement of comprehensive income in the period to which they relate. Once the contributions have been paid, the Group has no further fi nancial obligations.

(iii) Termination benefi ts

Termination benefi ts are payable whenever an employee’s employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefi ts. The Group recognises termination benefi ts when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefi ts as a result of an offer made to encourage voluntary redundancy. Benefi ts falling due more than 12 months after statement of fi nancial position date are discounted to present value.


R Operating Leases

Accounting by lessee

Leases of assets where a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on the straight line basis over the lease period.

S Income Tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profi t or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.

Current income tax is provided based on the tax payable on the profi t for the fi nancial year, using income tax rate enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous fi nancial years.

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for income tax purposes and their carrying amounts in the fi nancial statements. The principal temporary differences arise from depreciation on property, plant and equipment, impairment of assets and unutilised tax losses carried forward; and in relation to acquisitions, on the difference between the fair values of the net assets acquired and their tax bases. Deferred tax is measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised for temporary differences which will result in deductible amounts in future periods, carry-forward of unused tax losses and tax credits but only to the extent that it is probable that future taxable profi t will be available against which these temporary differences, losses or tax credits can be utilised.

Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

T Foreign Currencies

(i) Functional and presentation currency

The fi nancial statements are presented in Ringgit Malaysia, which is the Group’s and Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency monetary assets and liabilities have been converted into Ringgit Malaysia at the rates of exchange ruling at the statement of fi nancial position date. Transactions in foreign currencies have been converted at rates ruling at the transaction dates. Exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency monetary assets and liabilities are included in the statement of comprehensive income.

U Segment Reporting

Operating segments are reported in the manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed as the chief executive offi cer that makes strategic decisions.


1 General Information

Cycle & Carriage Bintang Berhad (“the Company”) is a limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The immediate and ultimate holding companies of the Company are Jardine Cycle & Carriage Limited, a company incorporated in Singapore and Jardine Matheson Holdings Limited, a company incorporated in Bermuda respectively.

The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and servicing of vehicles. There have been no signifi cant changes in the nature of these activities during the fi nancial year.

The address of the registered offi ce of the Company is as follows:

Level 18, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur

The address of the principal place of business of the Company is as follows:

Lot 19, Jalan 51A/21946100 Petaling JayaSelangor Darul Ehsan

2 Financial Risk Management Objectives and Policies

The Group’s activities expose it to a variety of fi nancial risks, including interest rate risk, credit risk, liquidity, cash fl ow risk and foreign currency exchange risk. The Group’s overall fi nancial risk management objective is to ensure that the Group creates value for its shareholders. Financial risk management is carried out through risk reviews, internal control systems and adherence to Group fi nancial risk management policies. The Board regularly reviews these risks and approves the treasury policies, which covers the management of these risks.

Interest rate risk

The Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings. The risk is mitigated by entering into interest rate cap contracts.

Credit risk

Credit risk arises when sales are made on deferred credit terms. The Group has no signifi cant concentrations of credit risk. The Group seeks to control credit risk by setting counterparty limits and ensuring that sales of products and services are made to customers with appropriate credit worthiness and where necessary are partially backed by bank guarantees.

The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the statement of fi nancial position after deducting any impairment allowance. The Group’s exposure to credit risk arising from trade receivables are set out in Note 18.

Liquidity and cash fl ow risk

The Group adopts prudent liquidity risk management by maintaining suffi cient cash and an adequate amount of available committed credit facilities.

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern while seeking to maximise benefi ts to shareholders and other stakeholders. Capital is equity as shown in the consolidated statement of fi nancial position plus net debt.

The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder returns, taking into consideration the future capital requirements of the Group and capital effi ciency, prevailing and projected profi tability, projected operating cash fl ows, projected capital expenditure and projected strategic investment opportunities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

NOTES TO THE FINANCIAL STATEMENTSFor the fi nancial year ended 31 December 2010


2 Financial Risk Management Objectives and Policies (continued)

Capital management (continued)

The Group monitors capital on the basis of the Group’s consolidated gearing ratio and consolidated interest cover. The gearing ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings less bank balances and other liquid funds. Interest cover is calculated as underlying business performance divided by net fi nancing charges. The ratios are monitored by corporate management. The Group does not have a defi ned gearing or interest cover benchmark or range.

The gearing ratio at 31 December 2010 and 2009 were as follows:

Group 2010 2009

Gearing ratio # 1%Interest cover (times) 139 73

# Not applicable due to net cash position

Foreign currency exchange risk

The Group is exposed to foreign currency exchange risk when enter into transactions that are not denominated in their functional currency. The Group manages their exposure to foreign currency exchange risk through the use of foreign currency forward contracts.

3 Critical Accounting Estimates and Judgement

Estimates and judgements used in preparing the fi nancial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting accounting estimates will, by defi nition, seldom equal the related actual results. The estimates and assumptions that have a signifi cant effect on the carrying amounts of assets and liabilities are discussed below:

(a) Service and warranty

The Group and the Company provide servicing and warranties on vehicles sold under specifi c warranty terms. A provision is made for expected warranty claims based on past service history or potential obligation to maintain brand image.

Factors that could impact the estimated warranty claim include the quality of the products distributed, as well as parts and labour costs.

(b) Impairment of assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset or a cash generating unit is determined based on the higher of fair value less costs to sell or value-in-use calculations prepared on the basis of management’s assumptions and estimates. Changing the key assumptions, including the discount rates or the growth rates in the cash fl ow projections, could materially affect the value-in-use calculations.

(c) Income taxes

Signifi cant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Recognition of the deferred tax assets, which principally relate to tax losses, depends on the management’s expectation of future taxable profi t that will be available against which the unutilised tax losses can be utilised. The outcome of their actual utilisation may be different.


4 Revenue

Revenue of the Group and of the Company comprise sales of motor vehicles, spare parts and servicing of motor vehicles, excluding sales and service taxes, excise duties and net of discounts.

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Sales of motor vehicles and spare parts 571,146 446,253 509,300 397,730Servicing of motor vehicles 18,100 20,067 15,841 17,613 589,246 466,320 525,141 415,343

5 Directors’ Remuneration

The emoluments receivable by directors of the Company during the fi nancial year are as follows:

2010 2009Group and Company RM’000 RM’000

Non-executive Directors:– fees 335 337

6 Income Tax Expense Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Continuing Operations

Current tax 7,759 5,291 7,387 8,514Deferred tax (Note 16) 464 1,571 451 1,475 8,223 6,862 7,838 9,989

Discontinued Operations

Current tax 0 1,495 0 1,495

Continuing Operations

Current tax:– profi t for the fi nancial year 6,892 5,538 6,451 8,765– under/(over) accrual in prior years (net) 867 (247) 936 (251)

Deferred tax:– origination and reversal of temporary differences (Note 16) 464 1,571 451 1,475 8,223 6,862 7,838 9,989


Current tax:– profi t for the fi nancial year 0 1,495 0 1,495



6 Income Tax Expense (continued)

The effective income tax rates of the Group and of the Company differ from the prevailing statutory income tax rate of 25% (2009: 25%) due to the following:

Group Company

2010 2009 2010 2009 % % % %

Statutory Malaysian income tax rate 25 25 25 25Tax effects of:– expenses not deductible for income tax purposes 4 3 4 3– income not subject to tax (8) (5) (8) (5)– prior year under/(over) provision 2 (1) 2 (1)– others 0 1 0 1Average effective income tax rate 23 23 23 23

7 Discontinued Operations and Non-current Assets Held for Sale

(a) Discontinued Mercedes-Benz Wholesale Business Operation

As disclosed in prior fi nancial years, the Company ceased to have the rights to the Mercedes-Benz wholesale business with effect from 1 January 2003. The discontinuance of the wholesale business affects its automobile industry business segment.

The results attributable to the discontinued Mercedes-Benz wholesale business operation during the fi nancial year are as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Other income excluding tax 0 6,497 0 6,497Expenses excluding tax 0 (516) 0 (516)Profi t before tax 0 5,981 0 5,981Tax expense 0 (1,495) 0 (1,495)Profi t after tax 0 4,486 0 4,486

The other income for the fi nancial year ended 31 December 2009 was in respect of the duty drawback received.

The cash fl ows attributable to the discontinued Mercedes-Benz wholesale business operation during the fi nancial year are as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Operating activities 0 5,981 0 5,981

(b) Non-current assets held for sale

Property, plant and equipment 0 0 0 0

At 1 January 0 250 0 250Disposals 0 (250) 0 (250)At 31 December 0 0 0 0


8 Net Profi t for the Financial Year

(a) Expenses by nature:

Group Company

Restated Restated 2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Defi ned contribution pension plan 3,193 2,989 2,761 2,648Salaries, bonuses and other employee benefi ts costs 28,457 23,880 25,446 21,511Write-down of inventories 393 1,842 322 1,751Reversal of write-down of inventories made in previous fi nancial year (Note 17) (754) (764) (724) (702)Costs of inventories/materials/consumables 515,529 402,802 459,677 357,630Demonstration car expenses 2,994 3,005 2,723 2,722Depreciation of property, plant and equipment (Note 11) 4,192 5,215 3,904 5,030Impairment of property, plant and equipment (Note 11) 28 474 28 474Utilities 2,148 2,098 1,921 1,925Repairs and maintenance 1,889 1,653 1,716 1,540Delivery, packing and travelling 1,525 1,212 1,248 1,031Advertising, marketing and promotion 1,696 1,967 1,538 1,747Leasing of equipment 832 818 735 714Directors’ fees 335 337 335 337Auditors’ remuneration @ 532 279 471 221Credit card charges 553 584 493 524Printing and stationery 377 372 332 325Company car expenses 895 787 814 744Legal and professional fees 1,434 1,593 1,425 1,541Security guard expenses 786 807 686 743Rent for land and buildings 4,069 4,297 3,601 4,197Other expenses 3,085 1,569 1,901 1,410Total expenses* 574,188 457,816 511,353 408,063

* Total expenses consist of cost of sales, selling and distribution costs, administrative expenses and other operating expenses arising from continuing and discontinued operations.

@ The following information relates to remuneration of auditors of the Group and of the Company during the fi nancial year:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

PricewaterhouseCoopers Malaysia

Statutory audit 236 211 189 172Fees for other services:– non-statutory audit related services 142 24 142 24– tax advisory and compliance work 154 44 140 25Total remuneration 532 279 471 221



8 Net Profi t for the Financial Year (continued)

(b) The following amounts have been credited in arriving at net profi t for the fi nancial year:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Dividend income from available-for-sale investment (Note 25) 11,229 11,229 11,229 11,229Dividend income from subsidiary companies (Note 25) 0 0 0 14,027Gain on disposal of plant and equipment (Note 25) 11 64 10 63Interest income (Note 25) 604 1,095 604 1,095Insurance commission income 1,768 1,576 1,660 1,493

9 Dividends

Dividends declared or proposed in respect of the fi nancial years ended 31 December 2010 and 2009 are as follows:

2010 2009

Amount of Amount o Gross dividend Gross dividend per share net of tax per share net of taxGroup and Company sen RM’000 sen RM’000

Interim dividend paid 5 3,778 5 3,778Special dividend paid 0 0 120 90,670Final dividend proposed 5 3,778 5 3,778 10 7,556 130 98,226

At the forthcoming Annual General Meeting on 20 April 2011, a fi nal gross dividend in respect of the fi nancial year ended 31 December 2010 of 5 sen per ordinary share (2009: 5 sen per share), less income tax at 25%, amounting to RM3,778,000 (2009: RM3,778,000) will be proposed for shareholders’ approval. These fi nancial statements do not refl ect this fi nal dividend which will be accounted for as an appropriation of retained profi ts and accrued as a liability in the fi nancial year ending 31 December 2011 when approved by shareholders of the Company.

10 Earnings Per Share

Basic earnings per share is calculated by dividing the Group profi t attributable to shareholders of the Company for the fi nancial year by the weighted average number of ordinary shares in issue during the fi nancial year.

RestatedGroup 2010 2009

Net profi t for the fi nancial year attributable to shareholders of the Company (RM’000) 26,776 28,172Weighted average number of ordinary shares in issue (’000) 100,745 100,745

Basic earnings per share (sen) 26.58 27.96

Profi t attributable to shareholders of the Company from continuing operations (RM’000) 26,776 23,686

Basic earnings per share from continuing operations (sen) 26.58 23.51

No diluted EPS is computed for the Group as there are no dilutive potential ordinary shares in issue.


11 Property, Plant and Equipment Motor

Plant vehicles,

Land and equipment

Freehold Leasehold Buildings machinery and fi xtures Total

Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2010

Net book value at 1 January– as previously reported 30,150 0 29,962 1,297 7,455 68,864

– effect of change in accounting policy (7,591) 0 (1,106) 0 0 (8,697)

– effect of amendment to FRS 117 (Note 12) 0 11,391 0 0 0 11,391

As restated 22,559 11,391 28,856 1,297 7,455 71,558

Additions 0 0 0 604 574 1,178

Disposals 0 0 0 (3) (67) (70)

Depreciation charge (Note 8) 0 (228) (1,343) (585) (2,036) (4,192)

Impairment loss (Note 8) 0 0 0 0 (28) (28)

Net book value at 31 December 22,559 11,163 27,513 1,313 5,898 68,446

At cost 22,559 13,762 43,072 8,874 25,190 113,457

Accumulated depreciation 0 (2,599) (13,340) (7,547) (18,879) (42,365)

Accumulated impairment losses 0 0 (2,219) (14) (413) (2,646)

Net book value at 31 December 22,559 11,163 27,513 1,313 5,898 68,446

2009Net book value at 1 January 30,150 0 31,137 1,295 10,642 73,224– effect of amendment to FRS 117 (Note 12) 0 11,618 0 0 0 11,618– effect of change in accounting policy (see accounting policy C) (7,591) 0 (1,149) 0 0 (8,740)As restated 22,559 11,618 29,988 1,295 10,642 76,102Additions 0 0 268 466 467 1,201Disposals 0 0 0 0 (56) (56)Depreciation charge, restated (Note 8) 0 (227) (1,313) (462) (3,213) (5,215)Impairment loss (Note 8) 0 0 (87) (2) (385) (474)Net book value at 31 December 22,559 11,391 28,856 1,297 7,455 71,558

At cost 22,559 13,762 43,072 8,497 25,321 113,211Accumulated depreciation 0 (2,371) (11,997) (7,186) (17,481) (39,035)Accumulated impairment losses 0 0 (2,219) (14) (385) (2,618)Net book value at 31 December 22,559 11,391 28,856 1,297 7,455 71,558



11 Property, Plant and Equipment (continued) Motor

Plant vehicles,

Land and equipment

Freehold Leasehold Buildings machinery and fi xtures Total

Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2010

Net book value at 1 January– as previously reported 30,150 0 29,738 679 7,171 67,738

– change in accounting policy (6,591) 0 (1,087) 0 0 (7,678)

– effect of amendment to FRS 117 (Note 12) 0 13,246 0 0 0 13,246

As restated 23,559 13,246 28,651 679 7,171 73,306

Additions 0 0 0 447 543 990

Disposals 0 0 0 (3) (55) (58)

Depreciation charge (Note 8) 0 (229) (1,284) (479) (1,912) (3,904)

Impairment loss (Note 8) 0 0 0 0 (28) (28)

Net book value at 31 December 23,559 13,017 27,367 644 5,719 70,306

At cost 23,929 15,554 43,293 5,558 23,905 112,239

Accumulated depreciation 0 (2,537) (12,502) (4,900) (17,773) (37,712)

Accumulated impairment losses (370) 0 (3,424) (14) (413) (4,221)

Net book value at 31 December 23,559 13,017 27,367 644 5,719 70,306

2009Net book value at 1 January 30,150 0 31,137 1,065 10,355 72,707– effect of amendment to FRS 117 (Note 12) 0 13,473 0 0 0 13,473– effect of change in accounting policy (see accounting policy C) (6,591) 0 (1,130) 0 0 (7,721)As restated 23,559 13,473 30,007 1,065 10,355 78,459Additions 0 0 35 47 376 458Disposals 0 0 0 0 (107) (107)Depreciation charge, restated (Note 8) 0 (227) (1,304) (431) (3,068) (5,030)Impairment loss (Note 8) 0 0 (87) (2) (385) (474)Net book value at 31 December 23,559 13,246 28,651 679 7,171 73,306

At cost 23,929 15,554 43,293 5,326 24,024 112,126Accumulated depreciation 0 (2,308) (11,218) (4,633) (16,468) (34,627)Accumulated impairment losses (370) 0 (3,424) (14) (385) (4,193)Net book value at 31 December 23,559 13,246 28,651 679 7,171 73,306

12 Leasehold Land Use Rights Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

At 1 January 11,391 11,618 13,246 13,473Effect of amendment to FRS 117:Transfer to property, plant and equipment (Note 11) (11,391) (11,618) (13,246) (13,473)At 31 December 0 0 0 0


13 Investments in Subsidiary Companies

2010 2009Company RM’000 RM’000

Unquoted investments at cost 50,185 50,185Less: Allowance for accumulated impairment losses (18,571) (18,531) 31,614 31,654

A list of subsidiary companies is set out in Note 26.

14 Investment in an Associated Company Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Unquoted investment at cost 112,732 112,732 112,732 112,732Less: Allowance for accumulated impairment losses 0 0 (27,161) (27,561)Less: Interim capital distribution received (79,445) (79,045) (79,445) (79,045)Less: Dividend from pre-acquisition profi t (6,126) (6,126) (6,126) (6,126) 27,161 27,561 0 0Share of accumulated losses and reserves of associated company (20,446) (20,651) 0 0Less: Goodwill written off (6,715) (6,715) 0 0Interest in associated company 0 195 0 0

The Group’s share of the assets and liabilities and results of the associated company are summarised below:

2010 2009 RM’000 RM’000

Current assets 147 583Current liabilities (147) (388)Share of attributable net assets 0 195

Profi t/(loss) after tax 205 (9)

The details of the associated company are set out in Note 26.

15 Available-For-Sale Investment

The available-for-sale investment relates to the Company’s investment in Mercedes-Benz Malaysia Sdn Bhd (“MBM”), a joint-venture company with Daimler AG (“DAG”). The Company subscribed for 49% of the shares in MBM, representing 66,003,000 Class B shares at a par value of RM1 each, whilst DAG subscribed for 51% of the shares in MBM representing 68,697,000 Class A shares at a par value of RM1 each on 10 January 2003. The rights attached to the Class A and Class B shares are set out in the Articles and Memorandum of Association. The participation of the Company in MBM shall not entitle the Company to any veto rights or minority rights except for veto rights under the Malaysian Company law in relation to Class B shares, and accordingly the investment has been accounted for as simple investment instead of an associated company.

There are put and call options in respect of the Company’s stake which are not exercisable prior to 31 December 2012.

Under the terms of the agreement with DAG, the Company is entitled to receive an annual net dividend income of RM11.2 million in respect of the investment in MBM until December 2012.

During the fi nancial year ended 31 December 2010, the Group recognised a dividend income of RM11.2 million (2009: RM11.2 million).

The fair value of the investment in MBM at 31 December 2010 is RM73,135,000 (1 January 2010: RM76,223,000). In determining the fair value, the directors have discounted the future contractual cash fl ows (dividends receivable) from January 2010 to December 2012 at the Group’s rate of return for similar investment, and on the assumption that the Put and Call Options will be exercised on 1 January 2013. The pre-tax discount rate applicable for the fi nancial year is 10%.



16 Deferred Taxation Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the statement of fi nancial position:

Group Company


Deferred tax assets 879 1,343 835 1,286

At 1 January – as previously reported 1,037 2,608 986 2,461– effect of change in accounting policy (see accounting policy C) 306 306 300 300– as restated 1,343 2,914 1,286 2,761

(Charged)/credited to statement of comprehensive income (Note 6):– property, plant and equipment (57) (1,774) (35) (1,770)– provisions (401) 452 (393) 443– allowance for slow moving inventory (6) (103) (23) (21)– others 0 (146) 0 (127) (464) (1,571) (451) (1,475)At 31 December 879 1,343 835 1,286

Subject to income tax:Deferred tax assets (before offsetting)Provisions 506 907 468 861Allowance for slow moving inventory 530 536 468 491 1,036 1,443 936 1,352Offsetting (157) (100) (101) (66)Deferred tax assets (after offsetting) 879 1,343 835 1,286

Deferred tax liabilities (before offsetting)Property, plant and equipment 157 100 101 66Offsetting (157) (100) (101) (66)Deferred tax liabilities (after offsetting) 0 0 0 0

Subject to agreement with the Inland Revenue Board, the amount of deductible temporary differences and unutilised tax losses (both of which have no expiry date) for which no deferred tax asset has been recognised in the statement of fi nancial position are as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Deductible temporary differences 603 517 0 0Unutilised tax losses 6,485 6,235 0 0

17 Inventories Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Motor vehicles 38,996 45,095 34,590 40,748Spare parts 6,618 8,505 5,980 7,703 45,614 53,600 40,570 48,451

The Group and the Company reversed RM754,000 and RM724,000 (2009: RM764,000 and RM702,000) (Note 8) respectively in respect of part of inventory write-down made in prior fi nancial year that were subsequently not required as the Group and the Company were able to sell these inventories at values above their carrying amounts.


18 Trade and Other Receivables Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Trade receivables 27,931 44,322 24,922 41,090Less: Allowance for impairment (179) (15,218) (175) (15,216) 27,752 29,104 24,747 25,874

Warranty claims receivables 1,740 1,998 1,606 1,707Less: Allowance for impairment (626) (500) (582) (448) 1,114 1,498 1,024 1,259

Dividend receivable 11,229 11,229 11,229 11,229Deposits 1,993 2,000 1,832 1,844Others 163 0 156 0

Amounts due from subsidiary companies 0 0 2,578 6,048Less: Allowance for impairment 0 0 (1,152) (1,152) 0 0 1,426 4,896 42,251 43,831 40,414 45,102

Credit terms of trade receivables range from 30 to 90 days.

Concentrations of credit risk with respect to trade receivables are limited as the more signifi cant debts are partially backed up by bank guarantees and their payment track records. The Group’s historical experience in collection of trade receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.

The Group’s exposure to fl uctuation in foreign currency is limited due to the forward contract entered into by the Group as disclosed in Note 29.

The amounts due from subsidiary companies are, unsecured, interest free and are repayable upon demand.

All trade receivables and other receivables are denominated in Ringgit Malaysia.

The ageing analysis of the trade receivables and warranty claims receivables is as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Neither past due nor impaired 21,960 20,978 19,488 18,640

Past due but not impaired:Below 30 days 2,809 3,566 2,610 3,17931 to 60 days 1,587 2,615 1,416 2,23261 to 90 days 1,256 1,325 1,143 1,271Over 90 days 112 621 90 551 5,764 8,127 5,259 7,233Impaired 1,947 17,215 1,781 16,924 29,671 46,320 26,528 42,797

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. Most of the Group’s trade receivables are arising from sales to reputable public listed company, fi nance company, bank, government or semi-government institution.



18 Trade and Other Receivables (continued)

Trade receivables that are individually determined to be impaired at the reporting date relate to disputed debts or under legal action and debts that have past due more than 90 days. These receivables are not secured by any collateral or credit enhancement.

Warranty claims receivables are individually determined to be impaired at the reporting date based on the average rejection rate of 1.0% (2009: 1.0%).

Movements in the allowance for impairment of trade receivables and warranty claims receivables:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

At 1 January 15,718 15,972 15,664 15,777Allowance made during the fi nancial year 250 205 256 162Written off during the fi nancial year (15,163) (459) (15,163) (275)At 31 December 805 15,718 757 15,664

The other classes within trade and other receivables do not contain impaired assets.

The maximum exposure to credit risk at the statement of fi nancial position date is the carrying value of each class of receivable mentioned above. Where necessary, the Group would request for bank guarantees as collaterals.

19 Cash and Cash Equivalents Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Deposits with licensed banks 38,860 20,134 38,860 20,134Bank and cash balances 8,586 8,293 6,877 6,252 47,446 28,427 45,737 26,386

Cash and cash equivalents are denominated in Ringgit Malaysia. The bank balances are placed in current accounts with major licensed banks in Malaysia.

The weighted average annual interest rates that were effective as at the statement of fi nancial position date are as follows:

2010 2009 % %Group and Company per annum per annum

Deposits with licensed banks 2.13 1.75

Deposits with licensed banks of the Group and of the Company have an average maturity period of 1 day (2009: 1 day).

20 Provisions for Liabilities and Charges Service

and Legal

warranty claims Total

Group RM’000 RM’000 RM’000

At 1 January 2010 672 291 963

Additional provisions during fi nancial year 0 290 290

Unused amounts reversed 0 (261) (261)

Charged to statement of comprehensive income 0 29 29

Utilised during the fi nancial year (1) 0 (1)

At 31 December 2010 671 320 991


20 Provisions for Liabilities and Charges (continued) Retrenchment/ Service voluntary and separation Legal warranty benefi ts claims TotalGroup RM’000 RM’000 RM’000 RM’000

At 1 January 2009 822 14 555 1,391Additional provisions 31 0 197 228Unused amounts reversed (167) (14) (240) (421)Credited to statement of comprehensive income (136) (14) (43) (193)Utilised during the fi nancial year (14) 0 (221) (235)At 31 December 2009 672 0 291 963

Service and Legal warranty claims TotalCompany RM’000 RM’000 RM’000

At 1 January 2010 637 253 890

Additional provisions 0 290 290

Unused amounts reversed 0 (253) (253)

Credited to statement of comprehensive income 0 37 37

Utilised during the fi nancial year (1) 0 (1)

At 31 December 2010 636 290 926

Retrenchment/ Service voluntary and separation Legal warranty benefi ts claims TotalCompany RM’000 RM’000 RM’000 RM’000

At 1 January 2009 710 14 535 1,259Additional provisions 31 0 178 209Unused amounts reversed (90) (14) (240) (344)Credited to statement of comprehensive income (59) (14) (62) (135)Utilised during the fi nancial year (14) 0 (220) (234)At 31 December 2009 637 0 253 890

Service and warranty

The Group and the Company provide service and warranties on vehicles sold under specifi c warranty terms. A provision is made for expected warranty claims based on past service history or potential obligation to maintain brand image.

Legal claims

The provision made represents various legal claims arising from the ordinary course of business. The directors consider the disclosure of further details on those claims unnecessary due to the immaterial amount attributable to each claim.

21 Trade and Other Payables Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Trade payables 82,830 71,815 73,614 67,834Trade accruals 17,447 11,748 16,315 10,628Amounts due to subsidiary companies 0 0 29,725 26,147 100,277 83,563 119,654 104,609

Credit terms of trade payables granted to the Group and the Company vary from 30 to 90 days.

The amounts due to subsidiary companies are denominated in Ringgit Malaysia, unsecured, interest free and are repayable upon demand.

All trade payables and accruals are denominated in Ringgit Malaysia.



22 Borrowings (Unsecured)


Current

Bankers acceptance 0 30,000

Bank borrowings are denominated in Ringgit Malaysia.

23 Share Capital

2010 2009Group and Company ’000 RM’000 ’000 RM’000

Ordinary shares of RM1 each

Authorised: At 1 January/31 December 200,000 200,000 200,000 200,000

Issued and fully paid-up: At 1 January/31 December 100,745 100,745 100,745 100,745

24 Retained Profi ts

Under the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this system are tax exempt in the hands of shareholders.

Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108 credits are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. As at 31 December 2010, the Company has suffi cient tax credits in the Section 108 to pay franked dividends amounting to RM9,005,000 (2009: RM19,079,000) out of its retained profi ts. If the balance of the retained profi ts were to be distributed as dividends, the Company may distribute such dividends under the single-tier system.

25 Net Cash Flow From Operations Group Company


Net profi t for the fi nancial year 26,776 28,172 26,093 38,042

Adjustments for:Property, plant and equipment:– depreciation 4,192 5,215 3,904 5,030– gain on disposal (Note 8) (11) (64) (10) (63)– impairment 28 474 28 474Interest income (Note 8) (604) (1,095) (604) (1,095)Finance cost 254 509 254 509Provisions 29 (179) 37 (121)Dividends (gross) from subsidiary companies (Note 8) 0 0 0 (14,027)Provision of retrenchment/voluntary separation benefi ts 0 (14) 0 (14)Dividend income (Note 8) (11,229) (11,229) (11,229) (11,229)Share of results of an associated company (205) 9 0 0Tax expense 8,223 8,357 7,838 11,484Provision for diminution in value of investment on a subsidiary company 0 0 40 0Interim capital distribution from an associated company 0 0 (400) 0 677 1,983 (142) (9,052) 27,453 30,155 25,951 28,990


25 Net Cash Flow From Operations (continued) Group Company


Changes in working capital: Inventories 7,986 7,969 7,881 8,779 Receivables 1,580 16,614 1,218 15,324 Payables 16,714 (22,646) 11,467 (20,629) Subsidiary companies’ balances 0 0 7,048 (11,797) 26,280 1,937 27,614 (8,323)Net cash fl ow from operations 53,733 32,092 53,565 20,667

26 Subsidiary and Associated Companies

The subsidiary and associated companies, which are all incorporated in Malaysia and directly owned by the Company, are detailed below:

Issued Group’s share

capital 2010 2009 Principal activities

RM’000 % %

Subsidiary companies

Ipoh Motors Sdn Berhad 1,710 100 100 Retailing of motor vehicles, sales of spare parts and servicing of vehicles.

Srisari Sdn. Bhd. 0* 100 100 Assembly of engines. The company ceased assembly in fi nancial year 2005 and remained dormant.

Selecsama Sdn. Bhd. 5,000 100 100 Sales of spare parts and servicing of vehicles.

Cycle & Carriage (Malaysia) 31,000 100 100 Retailing of motor vehicles, sales of spare parts, Sdn Berhad provision of after-sales services and hire purchase fi nancing. The company ceased its operation in fi nancial year 2008 and remained dormant.

Associated company

CCL Group Properties Sdn Berhad # 59,664 40 40 Property investment.

* Issued share capital of RM2# Under members voluntary liquidation

27 Related Party Disclosures

In addition to related party disclosures disclosed elsewhere in the fi nancial statements, set out below are other related party transactions and balances.

The related party transactions described below were carried out on terms and conditions agreed by the related parties.

2010 2009Company RM’000 RM’000

(a) With subsidiary companies:

Transfer of motor vehicles and prepaid sales tax to a subsidiary 53,501 44,032 Transfer of motor vehicles and prepaid sales tax from a subsidiary (57,153) (30,083) Sales of motor vehicles, goods and services 182 411 Receipt of rental 420 420 Receipt of management fees 467 317



27 Related Party Disclosures (continued)

2010 2009Company RM’000 RM’000

(b) With an associated company:

Interim capital distribution 400 0

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

(c) With substantial shareholders and companies related to

substantial shareholders:

Sales of motor vehicles to Jardine Matheson (Malaysia) Sdn. Bhd. 603 325 603 325 Payments to Jardine Cycle & Carriage Limited: – Group service charge (390) (396) (390) (396) – Insurance premium (24) 0 (24) 0 Payments of insurance premiums to Jardine Lloyd Thompson Sdn Bhd (102) (175) (102) (175) Receipts of subsidy from Jardine Cycle & Carriage Limited 20 0 20 0 Payment of HR services and IT services to Cycle & Carriage Industries Pte Limited (84) (83) (84) (83) Purchase of computer software and peripherals from Jardine OneSolution (2001) Sdn Bhd (698) (271) (698) (271) Payments of group internal audit fees to

Jardine Matheson & Co., Ltd (230) (255) (230) (255) Payments of professional services rendered from Jardine Matheson (Malaysia) Sdn. Bhd. 0 (196) 0 (196)

(d) Remuneration of key management personnel of the Group:

Salaries and other short term employee benefi ts (1,785) (1,685) (1,785) (1,685)

Relationships with the above related parties are as follows:

Related party Relationship

Jardine Cycle & Carriage Limited The holding company of the Company.

Jardine Matheson & Co., Ltd, Subsidiary companies of Jardine Matheson Holdings Limited, the ultimate Jardine OneSolution (2001) Sdn Bhd, holding company of the Company. Jardine Lloyd Thompson Sdn Bhd, Jardine Matheson (Malaysia) Sdn. Bhd.

Outstanding balances with the above related parties arose from normal trade transactions during the fi nancial year.


28 Contingent Liabilities (Unsecured)

(a) At 31 December 2010, the Group and the Company had contingent liabilities in respect of various legal claims against the Company amounting to RM2,094,000 (2009: RM4,462,000). After taking appropriate legal advice, the directors are of the opinion that the outcome of such actions is unlikely to give rise to any signifi cant loss to the Group and the Company.

(b) At 31 December 2010, the Group and the Company had contingent liabilities in respect of recognition of “years of service” in the Company in the event of a “retrenchment or closure exercise” by Mercedes-Benz Malaysia Sdn Bhd (“MBM”) in respect of those former employees who opted to join MBM in December 2002 amounting to RM2,600,000 (2009: RM2,800,000). The directors are of the view the likelihood of this event materialising is remote and as such no provision has been made in the fi nancial statements.

(c) At 31 December 2010, the Group and the Company had contingent liabilities in respect of recognition of “years of service” in the Company in the event of a “retrenchment or closure exercise” by Hap Seng Auto Sdn Bhd (“HSA”) in respect of those former employees who opted to join HSA in December 2005 amounting to RM620,000 (2009: RM620,000).

If these employees are retrenched due to the closure and cessation of business by HSA within 10 years after the completion of the business and asset transfer from the Company’s Kuching Branch to HSA, the Company is liable for the cost of retrenchment in respect of period of employment under the Company. The directors are of the view the likelihood of this event materialising is remote and as such no provision has been made in the fi nancial statements.

(d) In 1997, the Company supplied units of bus chassis to Transit Link Sdn Bhd (“Transit Link”) and was paid by Transit Link’s appointed bus body builder, Hup Lee Coachbuilders Holdings Sdn Bhd (“Hup Lee”).

On 10 February 2004, Hup Lee served a Writ of Summons on the Company after an earlier Originating Summons on the same matter was dismissed. In the Writ, Hup Lee is seeking the return of the monies it paid to the Company alleging wrongful payment of RM8 million plus accrued interest. The matter went on trial and the court has decided in favour of the Company in December 2009. Hup Lee has fi led an appeal to the Court of Appeal in January 2010. Based on legal advice, the directors believe that the Company has a reasonable chance of succeeding and accordingly, no provision has been made in the fi nancial statements for this claim.

29 Financial Instruments

In applying the Group’s risk management strategy, the Group manages its exposure to foreign currency exchange rate movements through the use of foreign currency forward contracts with creditworthy fi nancial institutions. In general, the Group’s policy is to enter into foreign currency forward contracts for foreign currency assets related to sale of inventory based on confi rmed orders.

The local currency amount to be received and contractual foreign currency exchange rate of the outstanding contract is as follows:


Singapore Dollar – at rates averaging 1 SGD = RM2.4340 0 1,664

Fair value at 31 December (unfavourable net position) 0 9

The carrying amounts of other fi nancial assets and liabilities of the Group and of the Company at the statement of fi nancial position date approximated their fair values.



30 Segment Reporting

The activities of the Group are conducted within Malaysia as shown in the following business segments:

• Automobile Industry – assembly, distribution and retailing of motor vehicles, distribution and sales of spare parts and servicing of vehicles.

• Investment – investment in Mercedes-Benz Malaysia Sdn Bhd.• Others – property investment through an associated company, CCL Group Properties Sdn Berhad

(under members voluntary liquidation).

Automobile Industry Investment Others Total

Continuing Operations RM’000 RM’000 RM’000 RM’000

2010

Revenue 589,246 0 0 589,246

Results: Segment results 23,819 11,229 0 35,048

Finance cost (254) 0 0 (254)

Share of results of an associated company 0 0 205 205

34,999

Tax expense (Note 6) (8,223)

Net profi t 26,776

Net assets: Segment assets 192,528 84,364 0 276,892

Unallocated assets 1,064

277,956

Segment liabilities 101,268 0 0 101,268

Unallocated liabilities 607

101,875

Other information: Capital expenditure 1,178 0 0 1,178

Depreciation and amortisation 4,192 0 0 4,192

2009

Revenue 466,320 0 0 466,320Results: Segment results, restated* 19,837 11,229 0 31,066 Finance cost (509) 0 0 (509) Share of results of an associated company 0 0 (9) (9) 30,548

Tax expense (Note 6) (6,862)Net profi t 23,686

*The restatement relates to a change in accounting policy as stated in accounting policy C.


30 Segment Reporting (continued)

Automobile Industry Investment Others Total

2009 RM’000 RM’000 RM’000 RM’000

Net assets: Segment assets, restated 186,187 77,232 0 263,419 Investment in an associated company 0 0 195 195 Unallocated assets 1,575 265,189

Segment liabilities 114,526 0 0 114,526 Unallocated liabilities 934 115,460

Other information: Capital expenditure 1,201 0 0 1,201 Depreciation and amortisation, restated 5,215 0 0 5,215


2009Revenue 0 0 0 0Results: Segment results 5,981 0 0 5,981Tax expense (Note 6) (1,495) 0 0 (1,495)Net profi t (Note 7(a)) 4,486

31 Commitments

(a) Capital commitments

Capital expenditure not provided for in the fi nancial statements are as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Property, plant and equipment– Approved and contracted 112 25 112 25

(b) Operating lease commitments

The Group leases various properties under non-cancellable operating lease agreements. The leases have varying terms and renewal rights.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Not later than 1 year 3,606 4,095 3,502 3,505Later than 1 year and not later than 5 years 1,441 4,690 1,430 4,290 5,047 8,785 4,932 7,795

32 Signifi cant Event during the Financial Year

On 23 November 2010, the Company announced that it had entered into a conditional share sale agreement to acquire 100% of Lowe Motors Sdn. Bhd. (“LMSB”), a company incorporated in Malaysia for RM16 million. LMSB is the authorised dealer of Mercedes-Benz in the state of Penang, Malaysia. The acquisition is expected to complete in 2011.



33 Supplementary Information Disclosed Pursuant to Bursa Malaysia Securities Berhad Listing Requirements

The following analysis of realised and unrealised retained profi ts at the legal entity level is prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants whilst the disclosure at the Group level is based on the prescribed format by the Bursa Malaysia Securities Berhad.

The retained profi ts as at 31 December 2010 is analysed as follow:

Group Company

2010 2009 2010 2009 RM’000 RM’000 RM’000 RM’000

Total retained profi ts of the Cycle & Carriage Bintang Berhad and its subsidiaries:Realised 40,068 20,250 49,781 30,757Unrealised (111) 381 (91) 396 39,957 20,631 49,690 31,153

Total share of accumulated losses from an associated company:Realised (59,664) (59,436) 0 0 (19,707) (38,805) 49,690 31,153Consolidation adjustments - realised 64,054 63,932 0 0Total retained profi ts 44,347 25,127 49,690 31,153


FIVE-YEAR SUMMARY

Restated

2006 2007 2008 2009 2010

RM’000 RM’000 RM’000 RM’000 RM’000

Consolidated Statements of Comprehensive Income

Revenue 640,574 658,566 556,807 466,320 589,246

Profi t before tax 54,236 11,399 53,546 36,529 34,999

Tax expense (6,249) (3,604) (838) (8,357) (8,223)

Net profi t attributable to shareholders 47,987 7,795 52,708 28,172 26,776

Earnings per share (sen) 47.6 7.7 52.3 28.0 26.6 Gross dividend per share (sen) 213.0 10.0 145.0 130.0 10.0

Consolidated Statements of Financial Position

Property, plant and equipment 91,008 87,685 76,102 71,558 68,446

Investment in an associated company 1,070 527 204 195 0 Available-for-sale investment 66,003 66,003 66,003 66,003 73,135

Other net non-current (liabilities)/assets (1,151) (886) 2,914 1,343 879

Non-current assets held for sale 7,486 10,291 250 0 0Net current assets, other than net cash/(borrowings) 226,545 156,096 15,544 12,203 (13,825)

Net (borrowings)/cash (116,227) (44,541) 58,766 (1,573) 47,446

Net operating assets 274,734 275,175 219,783 149,729 176,081

Share capital 100,745 100,745 100,745 100,745 100,745

Reserves 173,989 174,430 119,038 48,984 75,336

Shareholders’ funds and capital employed 274,734 275,175 219,783 149,729 176,081

Net asset value per share (RM) 2.7 2.7 2.2 1.5 1.8

Consolidated Statements of Cash Flows

Net cash fl ows from operating activities 61,826 68,438 120,569 27,489 46,043

Net cash fl ows from investing activities 91,236 10,602 81,316 10,398 10,532

Net cash fl ows from fi nancing activities (143,329) (88,354) (157,578) (68,226) (37,556)

Net cash fl ows per share from operating activities (RM) 0.6 0.7 1.2 0.3 0.5

Key Ratios

Gearing 42% 16% 0% 1% 0%

Interest cover (times) 24 4 71 73 139

Dividend cover (times) 0.3 1.1 0.5 0.3 3.5

Dividend payout 322% 95% 205% 349% 28%

Return on shareholders’ funds 14.5% 2.8% 21.3% 15.2% 16.4%

Notes :

1. The above fi nancial data from 2006 to 2009 has been restated due to the change in accounting policy for property, plant and equipment from revaluation to cost model with effect from 1 January 2010.

2. Earnings per share is computed based on the net profi t attributable to shareholders divided by the weighted average number of shares in issue.3. Gross dividend per share represents the dividend declared and dividend proposed per share for the fi nancial year.4. Net asset value per share is computed based on shareholders’ funds divided by the number of shares in issue at the end of the fi nancial year.5. Net cash fl ows per share from operating activities is computed based on the net cash fl ows from operating activities divided by the weighted average

number of shares in issue.6. Gearing is computed based on net borrowings divided by shareholders’ funds.7. Interest cover is computed based on profi t before interest expense and tax expense divided by interest expense.8. Dividend cover is based on the net profi t attributable to shareholders divided by net dividend declared and dividend proposed for the fi nancial year.9. Dividend payout is based on net dividend declared and dividend proposed for the fi nancial year divided by net profi t attributable to shareholders.10. Return on shareholders’ funds is computed based on net profi t attributable to shareholders divided by average shareholders’ funds.11. Included in 2006, 2008 and 2009 gross dividends were special gross interim dividends of 203 sen, 135 sen and 120 sen per share respectively.


FINANCIAL CHARTS

0

10

20

30

40

50

60

Earnings per share

1009080706

sen

0

3

6

9

12

15

0

3

6

9

12

15

Gross dividend per share *

1009080706

sen

0

200

400

600

800

1,000

Revenue

1009080706

RM’ million

0

50

100

150

200

250

300

0.0

0.5

1.0

1.5

2.0

2.5

3.0

RM

Capital employed

Net asset value per share (RM)

1009080706

RM’ million

0

10

20

30

40

50

60

Net profit attributable to shareholders

1009080706

RM’ million

%

0

50

100

150

200

250

300

0

5

10

15

20

25

Shareholders’ funds

Return on average shareholders’ funds (%)

1009080706

RM’ million

* excluding special interim dividend


GROUP PROPERTIES As at 31 December 2010

Acquisition

Approximate Net Book Date where

Location of Property Description Age of Building Land Area Land Tenure Value relevant

(Years) (sq. ft.) (RM’000)

1. Lot 5, Jalan Perusahaan Satu, Service centre, 14 178,118 Leasehold 5,287 7.2.1983 Kawasan Perindustrian PKNS, parts retail (expire in Batu Caves, and offi ce. the year Selangor. 2074)

2. No. 102, Lot 421, MB Autohaus 19 223,799 Freehold 11,130 –Jalan Skudai, – vehicle

Johor Bahru, showroom, Johor. service centre,

parts retail and offi ce.

3. No. 75, Lot 26767, MB Autohaus 7 100,155 Freehold 3,897 – Jalan Tunku Abdul Rahman, – vehicle

Ipoh, showroom, Perak. service centre,


4. No. 37A, Lot 82, Holiday bungalow. 34 50,569 Leasehold 34 31.8.1977 Jalan Kamunting, (expire in Tanah Rata, the year Cameron Highlands, 2037) Pahang.

5. No. 16, Lot 69682, MB Autohaus 5 63,217 Freehold 18,956 – Jalan PJU 7/5, – vehicle Mutiara Damansara, showroom, Petaling Jaya, service centre,

Selangor. parts retail and offi ce.

6. Lot 19, MB Autohaus 5 102,997 Leasehold 21,760 31.7.1974 Jalan 51A/219, – vehicle (expire in Petaling Jaya, showroom, the year Selangor. service centre, 2067)


With effect from 1 January 2010, freehold land which was previously stated at valuation is now stated at cost less impairment losses where applicable. Freehold buildings and the building component of owner-occupied leasehold properties which were previously stated at valuation less accumulated depreciation and impairment losses where applicable, are now stated at cost less accumulated depreciation and impairment losses where applicable.


Analysis of Shareholdings by Range Groups according to Record of Depositors as at 28 February 2011

No. of % Over Total No. of % Over Total

Size of Shareholdings Shares Shares Holders Shareholders

1 – 99 3,667 0.00 271 6.50100 – 1,000 1,333,179 1.32 1,659 39.791,001 – 10,000 7,121,592 7.07 2,003 48.0310,001 – 100,000 5,405,262 5.37 217 5.20100,001 – 5,037,224 12,512,600 12.42 18 0.435,037,225 and above 74,368,200 73.82 2 0.05 100,744,500 100.00 4,170 100.00

Thirty Largest Shareholders according to Record of Depositors as at 28 February 2011

No. Investor Name/Benefi ciary Name No. of Shares %

1. HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Jardine Cycle & Carriage Limited 59,543,000 59.102. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board 14,825,200 14.723. CIMSEC Nominees (Tempatan) Sdn Bhd Exempt an for CIMB Trustee Berhad (CO1046) 3,792,000 3.764. Employees Provident Fund Board 1,500,000 1.495. Key Development Sdn. Berhad 1,183,000 1.176. Gan Teng Siew Realty Sdn. Berhad 1,049,900 1.047. Chinchoo Investment Sdn. Berhad 909,000 0.908. Mikdavid Sdn Bhd 864,900 0.869. Gemas Bahru Estates Sdn. Bhd. 797,700 0.7910. CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Goh Sin Bong (MP0081) 514,000 0.5111. Bidor Tahan Estates Sdn. Bhd. 356,200 0.3512. Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund 241,300 0.2413. Tan Tiaw Huat 200,700 0.2014. Chan Kim Sendirian Berhad 194,900 0.1915. Sin Ee Nam 183,300 0.1816. Rengo Malay Estate Sendirian Berhad 179,700 0.1817. HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Johore (Masai) Plantation Sdn Bhd. 160,000 0.1618. CIMSEC Nominees (Asing) Sdn Bhd Exempt an for CIMB Securities (Singapore) Pte Ltd (Retail Clients) 151,000 0.1519. HDM Nominees (Asing) Sdn Bhd Lim & Tan Securities Pte Ltd for Yap Giau Teck @ Yap Geow Teck 120,000 0.1220. Mikdavid Sdn Bhd 115,000 0.1121. Liew Yew Chin 100,000 0.1022. Lim Chir Ching 100,000 0.1023. Chinchoo Holdings (S) Private Limited 99,800 0.1024. Ong Aik Khoon 99,000 0.1025. Sin Mong Chon & Sons Sdn Bhd 97,000 0.1026. AllianceGroup Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Wong Kwok Chee (8056992) 96,400 0.1027. Yap Giau Teck @ Yap Geow Teck 92,700 0.0928. Chia Choon Kwang @ Chai Choon Kwang 83,500 0.0829. Malayan Jobbers Sdn. Berhad 75,900 0.0830. Tee Keng Sing 68,000 0.07 87,793,100 87.14

SHAREHOLDING STATISTICS


Substantial Shareholders as per Register of Substantial Shareholders as at 28 February 2011

Direct Indirect

No. Name No. of Shares % No. of Shares %

1. Jardine Cycle & Carriage Limited 59,543,000 59.10 – –2. Employees Provident Fund Board 16,305,400 16.18 – –3. Jardine Matheson Holdings Limited – – 59,543,000* 59.104. JMH Investments Limited – – 59,543,000* 59.105. Jardine Strategic Holdings Limited – – 59,543,000* 59.106. JSH Asian Holdings Limited – – 59,543,000* 59.107. Jardine Strategic Singapore Pte Ltd – – 59,543,000* 59.10

* Deemed interest by virtue of Section 6A of the Companies Act, 1965

Directors’ Shareholding as per Register of Directors as at 28 February 2011

None of the Directors hold shares in the Company.

SHAREHOLDING STATISTICS


NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 43rd Annual General Meeting of the Company will be held at Concorde Ballroom 1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Wednesday, 20 April 2011 at 9.00 a.m., for the following purposes:

Agenda

1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2010 together with the Reports of the Directors and the Auditors thereon.

Resolution 1

2. To approve the payment of a fi nal dividend of 5 sen per share less 25% income tax for the fi nancial year ended 31 December 2010 as recommended by the Directors.

Resolution 2

3. To approve the payment of Directors’ fees of up to RM338,000 for the fi nancial year ending 31 December 2011 (2010: RM341,000).

Resolution 3

4. To re-elect Cheah Kim Teck, who is retiring pursuant to Article 98 of the Articles of Association of the Company.

Resolution 4

5. To consider and if thought fi t, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:-

“THAT Tan Sri Dato’ Sulaiman bin Sujak who is over the age of seventy years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the Company and to hold offi ce until the next Annual General Meeting.”

Resolution 5

6. To re-appoint Messrs. PricewaterhouseCoopers as Auditors and to authorise the Directors to fi x their remuneration.

Resolution 6

7. To transact any other business of which due notice shall be given.

As Special Business:

To consider and if thought fi t, to pass the following resolutions with or without modifi cations:

8. Ordinary Resolution

Authority to issue new ordinary shares pursuant to Section 132D of the Companies Act, 1965

(“the Act”)

“THAT, pursuant to Section 132D of the Act and the Articles of Association of the Company and subject to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered pursuant to Section 132D of the Act to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fi t provided that the aggregate nominal value of shares to be issued during the preceding 12 months does not exceed 10% of the nominal value of the issued and paid-up share capital (excluding treasury shares) of the Company for the time being AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”

Resolution 7



Authority for the Renewal of the Existing Shareholders’ Mandate for Recurrent Related Party Transactions

of a Revenue or Trading Nature With Related Parties (“RRPT”) under items (a) to (f) of Paragraphs 2.3.1

and 2.3.2 of the Circular to Shareholders dated 29 March 2011 (“Circular”)

(i) “THAT, subject to the Act and Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiary companies to renew the proposed shareholders’ mandate for RRPT which are necessary for the day-to-day operations and not more favourable to the related parties than those generally available to the public (“Proposed Shareholders’ Mandate”) and are not to the detriment of the minority shareholders as set out in items (a) to (f) of Paragraphs 2.3.1 and 2.3.2 of the Circular and that the authority conferred by this resolution shall take effect immediately upon the passing of this resolution;

(ii) THAT such Proposed Shareholders’ Mandate is subject to annual renewal and such approval shall continue to be in force until:

(a) the conclusion of the next Annual General Meeting of the Company following this Annual General Meeting, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(b) the expiration of the period within which the next Annual General Meeting after the date is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier;

(iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the renewal and the extension of the scope of the Proposed Shareholders’ Mandate;

(iv) THAT the estimates given of the RRPT specifi ed in Paragraph 2.3.2 of the Circular being provisional in nature be accepted and that, the Directors and/or any of them be and are hereby authorised to agree to the actual amounts thereof provided always that such amount or amounts comply with the procedures set out in Paragraph 2.4 of the Circular; and

(v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders’ Mandate during the fi nancial year be disclosed in the annual report in accordance with Bursa Malaysia Securities Berhad Main Market Listing Requirements.”

Resolution 8




Authority for the Renewal of the Existing Shareholders’ Mandate for RRPT under item (g) of Paragraphs

2.3.1 and 2.3.2 of the Circular to Shareholders dated 29 March 2011 (“Circular”)

(i) “THAT, subject to the Act and Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiary companies to renew the proposed shareholders’ mandate for RRPT which are necessary for the day-to-day operations and not more favourable to the related parties than those generally available to the public (“Proposed Shareholders’ Mandate”) and are not to the detriment of the minority shareholders as set out in item (g) of Paragraphs 2.3.1 and 2.3.2 of the Circular and that the authority conferred by this resolution shall take effect immediately upon the passing of this resolution;

(ii) THAT such Proposed Shareholders’ Mandate is subject to annual renewal and such approval shall continue to be in force until:

(a) the conclusion of the next Annual General Meeting of the Company following this Annual General Meeting, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(b) the expiration of the period within which the next Annual General Meeting after the date is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier;

(iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the renewal and the extension of the scope of the Proposed Shareholders’ Mandate;

(iv) THAT the estimates given of the RRPT specifi ed in Paragraph 2.3.2 of the Circular being provisional in nature be accepted and that, the Directors and/or any of them be and are hereby authorised to agree to the actual amounts thereof provided always that such amount or amounts comply with the procedures set out in Paragraph 2.4 of the Circular; and

(v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders’ Mandate during the fi nancial year be disclosed in the Annual Report in accordance with Bursa Malaysia Securities Berhad Main Market Listing Requirements.”

Resolution 9



Notice of Dividend Entitlement and Payment

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of Members at the 43rd Annual General Meeting of the Company to be held on Wednesday, 20 April 2011, a fi nal dividend of 5 sen per share less 25% income tax, for the fi nancial year ended 31 December 2010 will be paid on Friday, 27 May 2011 to Depositors whose names appear in the Record of Depositors on Friday, 29 April 2011.

FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for the dividend entitlement only in respect of:

(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on Friday, 29 April 2011 in respect of ordinary transfers; and

(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the Board

Yeap Kok Leong (MAICSA No. 0862549)

Oh Swee Chin (MAICSA No. 7055178)

Company Secretaries

Kuala LumpurDated: 29 March 2011


STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGPursuant to Paragraph 8.27(2) of Bursa Malaysia Securities Berhad Main Market Listing Requirements

There is no person seeking election as Director of the Company at this Annual General Meeting.

Notes:

1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy need not be a Member of the Company and a Member may appoint any person to be his proxy without any limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.

2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand of an attorney or an offi cer duly authorised.

3. In the event the Member duly executes the Proxy Form but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meeting as his proxy.

4. Any alterations in the Proxy Form must be initialled.

5. To be valid, the Proxy Form duly completed must be deposited at the Registered Offi ce of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.

6. Where a Member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

7. For the purpose of determining a member who shall be entitled to attend the 43rd Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 58(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositor as at 14 April 2011. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.

Explanatory Notes on Ordinary Business:

8. Proposed Resolution 3 – Approval for Directors’ Fees

Directors’ fees approved for the fi nancial year ended 31 December 2010 was RM341,000. The actual Directors’ fees for Non-Executive Directors paid during the fi nancial year 2010 was RM335,000. The Directors’ fees proposed for the fi nancial year ending 31 December 2011 are calculated based on the number of scheduled Board and Committee meetings for 2011 and assuming that all Non-Executive Directors will hold offi ce until the end of the fi nancial year. This resolution is to facilitate payment of Directors’ fees on current fi nancial year basis. In the event the Directors’ fees proposed is insuffi cient (e.g. due to more meetings or enlarged Board size), approval will be sought at the next Annual General Meeting for additional fees to meet the shortfall.

Explanatory Notes on Special Business:

9. Proposed Resolution 7 – Approval for Issuance of New Ordinary Shares pursuant to Section 132D of the Act

The Proposed Resolution 7 is for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors to issue shares in the Company up to an amount not exceeding in total ten per cent (10%) of the nominal value of the issued and paid-up Share Capital (excluding treasury shares) of the Company for such purposes as the Directors consider would be in the interest of the Company.

This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting.

The General Mandate will provide fl exibility to the Company for issuance of shares for any possible fund raising activities, including but not limited for further placing of shares, for the purpose of funding future investment project(s), working capital, acquisition(s) or such other applications that the Directors may in their absolute discretion deemed fi t.

As at the date of this Notice, the Company did not issue any shares pursuant to the mandate granted to the Directors at the 42nd Annual General Meeting. The Company did not issue any shares pursuant to the mandate granted because there were no investment(s), acquisition(s) or working capital that required fund raising activity.

10. Proposed Resolutions 8 and 9 – Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

For further information on Proposed Resolutions 8 and 9, please refer to Circular to Shareholders dated 29 March 2011 accompanying the Company’s Annual Report for the year ended 31 December 2010.

This page is intentionally left blank.

PROXY FORM

Cycle & Carriage Bintang Berhad (7378-D)

(Incorporated in Malaysia)

I/We Tel: [Full name in block, NRIC No./Company No. and telephone number]

of

being a member/members of Cycle & Carriage Bintang Berhad, hereby appoint:-

Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %

Address

and / or (delete as appropriate)

Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the 43rd Annual General Meeting of the Company to be held at Concorde Ballroom 1, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Wednesday, 20 April 2011 at 9.00 a.m. or any adjournment thereof, and to vote as indicated below:-

RESOLUTIONS FOR AGAINST

1. Statutory Financial Statements for the fi nancial year ended 31 December 2010. Resolution 1

2. Payment of a fi nal dividend. Resolution 2

3. Payment of Directors’ fees. Resolution 3

4. Re-election of Cheah Kim Teck as Director. Resolution 4

5. Re-appointment of Tan Sri Dato’ Sulaiman bin Sujak as Director. Resolution 5

6. Re-appointment of Messrs. PricewaterhouseCoopers as Auditors. Resolution 6

7. Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965. Resolution 7

8. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature under items (a) to (f) of paragraphs 2.3.1 and 2.3.2 of the Circular.

Resolution 8

9. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature under item (g) of paragraphs 2.3.1 and 2.3.2 of the Circular.

Resolution 9

Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. In the absence of specifi c direction, your proxy will vote or abstain as he thinks fi t.

Signed this day of , 2011 Signature of Member/Common Seal

Notes:

1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy need not be a Member of the Company and a Member may appoint any person to be his proxy without any limitation and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.

2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand of an attorney or an offi cer duly authorised.

3. In the event the Member duly executes the Proxy Form but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meeting as his proxy.

4. Any alterations in the Proxy Form must be initialled.

5. To be valid, the Proxy Form duly completed must be deposited at the Registered Offi ce of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.

6. Where a Member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

7. For the purpose of determining a member who shall be entitled to attend the 43rd Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 58(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositor as at 14 April 2011. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.

CDS Account No. No. of shares held

fold here

Cycle & Carriage Bintang Berhad (7378-D)Level 18, The Gardens North Tower

Mid Valley City, Lingkaran Syed Putra59200 Kuala Lumpur

Malaysia

Stamp

fold here

www.ccb.com.my

cycle & carriage bintang berhad annual report 2010 · he was an advisor (now known as assistant...

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