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Ho Wah Genting Berhad (272923-H)annual report 2015 1

HO W

AH GEN

TING

BERHAD 272923-H AN

NUAL REPO

RT 2015

Wisma Ho Wah Genti ngNo. 35, Jalan Maharajalela50150 Kuala Lumpur

T 603 2143 8811F 603 2141 7477

(272923-H)

ANNUALREPORT

2015

(272923-H)

CONTENTS2 Notice of Annual General Meeting

4 Corporate Information

5 Group Corporate Structure

6 Board of Directors and Group President

7 Profile of Board of Directors

12 Group Executive Chairman’s Statement

16 Corporate Governance Statement

29 Audit Committee Report

34 Statement On Risk Management And Internal Control

36 Directors’ Responsibility Statement

37 Financial Statements

110 Analysis of Shareholdings

112 Analysis of Warrantholdings

115 List of Properties

Proxy Form

Customer Oriented, Quality Assuranceand Price CompetitivenessWe aim to be a globally recognized Supplier of raw materials,semi finished and finished products.

Our focus is:

Our Customers : To provide quality products and services that fully meet their requirements and expectations. To develop new and innovative products to improve their competitiveness within their markets.

Our Employees : To provide a safe working environment that encourages trust, commitment and personal development and involvement.

Our Stockholders : To manage the business profitably for continuation and growth of the Company.

Our Environment : To respond pro-actively to environmental issues as a part of our business approach in the production process especially to adopt the practices of using the most environmental friendly, ecological and cost effective extraction method.

Our Community : To promote good spirit of corporate citizenship culture and contribute towards fulfillment of social responsibility.

VISION STATEMENT

MISSION STATEMENT

Ho Wah Genting Berhad (272923-H) annual report 20152

NOTICE IS HEREBY GIVEN that the Twenty Third Annual General Meeting (“AGM”) of the Company will be held at Mandarin B, Level 6, Mandarin Court Hotel Kuala Lumpur, No. 55, Jalan Maharajalela, 50150 Kuala Lumpur on Thursday, 26 May 2016 at 3:00 p.m. for the following businesses:

AGENDAAs Ordinary Business

1. To receive the audited Financial Statements of the Company for the financial year ended 31 December 2015 and the Reports of the Directors and Auditors thereon.

Please refer to Note A

2. To approve the payment of Directors’ Fees of RM120,000 for the financial year ended 31 December 2015.

Resolution 1

3. To re-elect Ms. Elaine Tan Ai Lin who retires pursuant to Article 99 of the Company’s Articles of Association.

Resolution 2

4. To re-elect Dato’ Lim Ooi Hong who retires pursuant to Article 139 of the Company’s Articles of Association.

Resolution 3

5. To re-appoint Messrs Russell Bedford LC & Company as Auditors and to authorize the Board of Directors to fix their remuneration.

Resolution 4

As Special Business To consider and if thought fit, to pass the following resolutions:

6. Ordinary ResolutionAuthority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965 (“the Act”)“THAT subject to the Act, the Articles of Association of the Company, approval from Bursa Malaysia Securities Berhad and other relevant authorities, where such approval is necessary, authority be and is hereby given to the Board of Directors pursuant to Section 132D of the Act, to issue and allot shares in the Company at any time upon such terms and conditions and for such purposes as the Directors may in their discretion deem fit, provided always that the aggregate number of shares to be issued does not exceed ten percent (10%) of the issued share capital of the Company and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

Resolution 5

7. Ordinary ResolutionRetention of Independent Non-Executive Director“THAT Mr. Wong Tuck Jeong be retained as Independent Non-Executive Director of the Company pursuant to the Malaysian Code of Corporate Governance 2012.”

Resolution 6

8. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965 (“the Act”)“THAT Dato’ Mohd Shahar Bin Abdul Hamid who retires pursuant to Section 129(6) of the Act, be and is hereby re-appointed as Director of the Company and to hold office until the conclusion of the next Annual General Meeting.”

Resolution 7

9. To transact any other business of which due notice shall have been given in accordance with the Act.

By Order of the Board

Coral Hong Kim Heong(MAICSA 7019696)Company Secretary

Kuala LumpurDate: 29 April 2016

Notice of Annual General Meeting


Notes:

A This Agenda item is meant for discussion only as the provision of Section 169 (1) of the Act and the Company’s Articles of Association do not require a formal approval of the shareholders and hence, is not put forward for voting.

1. Members Entitled To Attend: only members whose names appear in the Record of Depositors as at 19 May 2016 shall be entitled

to attend the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote

in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. A proxy appointed to attend and vote shall have the same rights as the member to speak at the meeting.

3. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act

1991, it may appoint not more than two (2) proxies in respect of each securities account it holds. 4. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the Company for multiple

beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each Omnibus Accounts it holds.

5. Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoint two

(2) or more proxies, the appointment shall be invalid unless the member / authorized nominee / exempt authorized nominee specifies the proportions of shareholdings to be represented by each proxy.

6. The instrument appointing a proxy must be deposited at the registered office of the Company not less than forty eight (48) hours

before the time appointed for the meeting. 7. In the case of a corporate member, the instrument appointing a proxy must be executed under its Common Seal or under the

hand of its attorney. 8. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. Explanatory Notes on Special Business: 9. The proposed Resolution No. 5, if passed, will give the Directors of the Company the continuing authority to issue shares in the

Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next AGM of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last Annual General Meeting which will lapse at the conclusion of the forthcoming AGM.

The renewal of mandate pursuant to Section 132D of the Act, will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions, which the Directors deem necessary and feasible.

10. The proposed Resolution No. 6, if passed, will retain Mr. Wong Tuck Jeong as Independent Non-Executive Director of the Company.

Mr. Wong Tuck Jeong was appointed an Independent Director of the Company since 21 June 2001 and has, therefore served for more than 9 years. Pursuant to the Malaysian Code of Corporate Governance 2012, the Board of Directors had assessed the status of independence of Mr. Wong Tuck Jeong and agreed that he has been and can continue to bring independent and objective judgment to Board deliberations and decisions. Therefore, the Board of Directors (save for Mr. Wong Tuck Jeong) recommends to the shareholders for approval, the resolution to retain Mr. Wong Tuck Jeong as Independent Director. The profile of Mr. Wong Tuck Jeong is set out in the Annual Report 2015.

11. The proposed Resolution No. 7, if passed, will re-appoint Dato’ Mohd Shahar Bin

Abdul Hamid, a person over the age of 70 years as Director of the Company to hold office until the conclusion of the next AGM, pursuant to Section 129(6) of the Act. The proposed Resolution shall take effect if passed by a majority of not less than three-fourths (3/4) of such members as being entitled to vote in person or, by proxy.

Notice of Annual General Meeting (cont’d)


GROuP PRESIDENT

Dato’ Lim Hui Boon

AuDIT COMMITTEE

Mr. Tee Lay Peng (Chairman)Independent Non-Executive Director

Dato’ Mohd Shahar Bin Abdul HamidSenior Independent Non-Executive Director

Mr. Wong Tuck JeongIndependent Non-Executive Director

Ms. Elaine Tan Ai LinIndependent Non-Executive Director

NOMINATION ANDREMuNERATION COMMITTEE

Dato’ Mohd Shahar Bin Abdul Hamid(Chairman)Senior Independent Non-Executive Director

Mr. Tee Lay PengIndependent Non-Executive Director



Encik Adanan Bin BaharumAdviser

COMPANY SECRETARY

Ms. Coral Hong Kim HeongMAICSA 7019696

REGISTERED OffICE

Wisma Ho Wah GentingNo. 35, Jalan Maharajalela50150 Kuala LumpurTel No.: 603 2143 8811Fax No.: 603 2141 7477e-mail: [email protected]: www.hwgenting.com.my

SuBSIDIARY/ASSOCIATE COMPANIES’ WEBSITE

www.hw-genting.comwww.hwgwirecable.com.mywww.hwgholidays.comwww.hwgenting-mm2h.com

AuDITORS

Messrs Russell Bedford LC & Company (Af 1237)Chartered Accountants10th Floor, Bangunan Yee Seng15, Jalan Raja Chulan50200 Kuala LumpurTel No.: 603 2031 8223Fax No.: 603 2031 4223

REGISTRAR (SHARE AND WARRANT)

Symphony Share Registrars Sdn Bhd (378993-D)Level 6, Symphony House Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling Jaya, SelangorTel No.: 603 7841 8000Fax No.: 603 7841 8151/52

PRINCIPAL BANKERS

CIMB Bank Berhad

Export-Import Bank of Malaysia Berhad

RHB Bank Berhad

HSBC Bank Malaysia Berhad

PT. Bank Negara Indonesia (Persero) Tbk.

The Hong Kong and Shanghai Banking Corporation Ltd.(Batam Branch, Indonesia)

STOCK ExCHANGE LISTING

Main Market of Bursa Malaysia Securities Berhad Sector : Industrial Products

SECuRITIES STOCK STOCK NAME CODEShare : HWGB 9601Warrant C : HWGB-WC 9601WC(2011-2016)Warrant D : HWGB-WD 9601WD(2016-2021)

Listed on 2nd Board on Bursa Malaysia on 28 December 1994 and transferred to Main Board (now known as Main Market) on 2 November 2000.

DOMICILE AND DATE Of INCORPORATION

Incorporated in Malaysia on 12 August 1993

BOARD Of DIRECTORS

Datuk William Teo TiewGroup Executive Chairman

Dato’ Lim Ooi HongManaging Director/Chief Executive Officer

Mr. Lim Wee KiatExecutive Director





Corporate Information


Group Corporate Structure

Investment holding and provision of management services

100%HO WAH GENTING (LABuAN) LTD (LL 01593) (Incorporated in federal Territory of Labuan)Dormant

70%HWG CONSORTIuM SDN BHD (1006524-T)Dormant

HO WAH GENTING TRADING SDN BHD (244973-P)Trading of wire and cable

100%

100%HO WAH GENTING KINTRON SDN BHD (187449-H)Providing services to various industries including wire and cable assemblies and installations, lighting assemblies, the wholesaling of electrical goods, the distribution of electrical parts and electrical components.

90%PT. HO WAH GENTING (C-01844, HT.01.01.TH.2002)(Incorporated in Batam, Riau, Indonesia)Manufacturing of wire and cable, moulded power supply cord sets and cable assemblies for electrical and electronic devices and equipment.

10%

100%HWG MINERALS SDN BHD (748325-A)Investment Holding

70%HWG TRAVEL (MM2H) SDN BHD (723626-x)Rendering personalized services such as immigration matters and other related services to any person setting up their second home in Malaysia under the “Malaysia My Second Home” programme.

100%REx ORIENTAL SDN BHD (1056831-K)Investment Holding

HWG RESOuRCES SDN BHD (1049687-D)(f.K.A. SKYfLOWER SDN BHD)Dormant

100%

HWG TIN MINING SDN BHD (780009-V)Tin Mining and its related activities

51%

HO WAH GENTING HOLIDAY SDN BHD (203789-P)Travel agent and tour related services

99.48%

(272923-H)

6

Board of Directors and Group President

Datuk William Teo Tiew Group Executive Chairman

Mr. Tee Lay Peng Independent Non-Executive Director

Dato’ Lim Hui Boon Group President

Mr. Lim Wee Kiat Executive Director


Dato’ Lim Ooi Hong Managing Director/

Chief Executive Officer

Dato’ Mohd Shahar Bin Abdul Hamid Senior Independent Non-Executive

Director

Ms. Elaine Tan Ai Lin Independent Non-Executive Director


Ho Wah Genting Berhad (272923-H) 7

Datuk William Teo Tiew, Malaysian, aged 56, was the first Director of the Company since incorporation on 12 August 1993 and he is presently the Group Executive Chairman of the Company.

He is a fellow of the Chartered Association of Certified Accountants since 1984 and a member of the Malaysian Institute of Accountants since 9 April 1987. He joined Ho Wah Genting Group Sdn Bhd (“HWGG”) in 1990 as Group Accountant and Corporate Planner in charge of HWGG’s financial affairs, investment, corporate planning and overall management. He has no directorship in other public companies.

He began his career in auditing with Messrs Robert Teo, Kuan & Co, a public accounting firm with his last held position as Audit Manager, where he gained many years of experience in auditing a portfolio of clients ranging from manufacturing, trading, investment holding, property development, engineering and transportation.

On 14 October 2012, Tuan Yang Terutama Yang di-Pertua Negeri Melaka conferred on him the Darjah Pangkuan Seri Melaka (D.P.S.M.) which carries the title of “Datuk”.

Datuk William Teo Tiew holds 225,300 ordinary shares, and a total of 11,989 Warrant C and 100,000 Warrant D in the Company. He does not have any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of interest with the Company.

He has never been convicted for any offences within the past ten years.

Profile of Board of Directors



8

Profile of Board of Directors (Cont’d)


Dato’ Lim Ooi Hong, Malaysian, aged 40, was appointed as the Managing Director/Chief Executive Officer of the Company on 30 August 2012. He obtained his Bachelor Degree in Business (Business Administration) from RMIT University, Australia.

He was the Executive Director and Group Chief Executive Officer of Ding He Mining Holdings Limited (“DHM”) (formerly known as CVM Minerals Limited), a public company listed on the Stock Exchange of Hong Kong Limited from 1 June 2011 to 7 August 2012 and was appointed as Vice Chairman from 7 August 2012 to 8 May 2015 as he resigned from DHM. During his tenure of office with DHM, he oversees DHM’s construction and operation of the magnesium smelter situated in Perak, Malaysia. He has no directorship in other public companies.

On 26 December 2013, the Sultan of Pahang, Sultan Ahmad Shah conferred on him the Darjah Indera Mahkota Pahang (D.I.M.P.) which carries the title of “ Dato’ ”.

Dato’ Lim Ooi Hong is deemed interested in the securities of the Company and its subsidiaries through Kintron Holding Sdn Bhd by virtue of Section 6A(4)(c) of the Companies Act, 1965. He is the son of Dato’ Lim Hui Boon, the Group President of the Company, and the brother of Mr. Lim Wee Kiat, an Executive Director and a substantial shareholder of the Company. He does not have any conflict of interest with the Company and he has never been convicted for any offences within the past ten years.

Mr. Lim Wee Kiat, Malaysian, aged 36, was appointed an Executive Director of the Company on 25 June 2010. He holds a Bachelor of Science (Honours) in Computing and Information Systems from University of Nottingham, Nottingham, United Kingdom in 2003. He obtained a Postgraduate Certificate in Network Computing from University of Monash, Victoria, Melbourne in 2005. He also holds an Advance Diploma in Information Technology from Royal Melbourne Institute of Technology, Victoria, Melbourne in 2001.

Prior to joining the Group, he has over 9 years of experience in the Information Technology sector with his last position as System Engineer.

Mr. Lim Wee Kiat is deemed interested in the securities of the Company and its subsidiaries through Kintron Holding Sdn Bhd by virtue of Section 6A(4)(c) of the Companies Act, 1965.

He is the son of Dato’ Lim Hui Boon, the Group President of the Company. He is the brother of Dato’ Lim Ooi Hong, the Managing Director/Chief Executive Officer and a substantial shareholder of the Company. He does not have any conflict of interest with the Company.

He has no directorship in other public companies and has never been convicted for any offences within the past ten years.

Dato’ Lim Ooi HongManaging Director/Chief Executive Officer

Mr. Lim Wee KiatExecutive Director

9


Dato’ Mohd Shahar Bin Abdul Hamid, Malaysian, aged 80, was appointed an Independent Non-Executive Director of the Company on 3 March 2008. He is also a member of the Audit Committee, and chairman of the Nomination and Remuneration Committee of the Company. He is the Senior Independent Director to whom concerns may be conveyed.

He obtained Grade 1 for his Senior Cambridge Examinations in 1954. He took up General Engineering Courses under the Training within Industry programme in the United Kingdom, funded by Shell Malaysia scholarship.

Dato’ Mohd Shahar served Shell Malaysia Trading Sdn Bhd in various senior positions from October 1960 to 1971.

In September 1971, Dato’ Mohd Shahar was invited to serve as Managing Director of Pernas Trading Sdn Bhd. In the years from 1971 to 1974, he was appointed the Deputy Leader of the First Malaysian Trade Delegations (Direct Trade) to China (The Canton Trade Fair) held twice a year in April and October. Thereafter, he was appointed the Leader for the Delegation for four consecutive trips. In 1974, he was appointed as the Managing Director of Pernas Edar Sdn Bhd.

In 1977, he was invited to serve as Managing Director of Gula Negeri Sembilan Sdn Bhd to carry out Project Reappraisal following which he ventured into housing development and fertilizer processing businesses.

Dato’ Mohd Shahar previously held positions as Independent Director of Antah Sdn Bhd which was subsequently listed on Bursa Malaysia Securities Berhad in 1984 under the name Antah Holdings Berhad of which he also acts as Audit Committee Chairman in 1994 until Sino Hua-An International Berhad (“Hua-An”) took over the listing status of Antah Holdings Berhad in March 2007. He was appointed as Independent Non-Executive Director and Audit Committee Chairman of Hua-An. He has no directorship in other public companies.

He is one of the founding members of Lembaga Pemegang Amanah Yayasan Negeri Sembilan until December 2006 and a Trustee of Tuanku Ja’afar Educational Trust.

Dato’ Mohd Shahar has been conferred the Darjah Paduka Tuanku Jaafar (D.P.T.J.) which carries the honourable title of “ Dato’ ”, Darjah Setia Negeri Sembilan (D.S.N.), and Pingat Jasa Kebaktian (P.J.K.) by DYMM Yang di-Pertuan Besar Negeri Sembilan. He was conferred the Kesatria Mangku Negara (K.M.N.) by his Majesty the Yang di-Pertuan Agong.

Dato’ Mohd Shahar has no shareholdings whether direct or indirect in the Company and its subsidiaries. He has no family relationship with any Directors and/or major shareholders of the Company and has no conflict of interest with the Company.


Ho Wah Genting Berhad (272923-H)annual report 2015


10

Mr. Wong Tuck Jeong, Malaysian, aged 56, was appointed an Independent Non-Executive Director of the Company on 21 June 2001. He is also a member of the Audit Committee, and Nomination and Remuneration Committee of the Company.

Mr. Wong graduated with a Second Class (Honours) L.L.B. Degree from University of Southampton, England in 1984. He was a Barrister-at-Law in England and was called to the English Bar at Inner Temple, London in 1985.

He had chambered with Messrs Chua Brothers, Azzat and Xavier and was called to the Malaysian Bar in November 1986. He was a legal assistant with Messrs A.K. Lee & Co. from 1986 to 1988 before setting-up his own practice, Messrs Tuck Jeong & Lee in 1988. He has over 28 years of extensive experience in conveyance and litigation.

Mr. Wong has no directorship in other public companies and has no shareholding whether direct or indirect in the Company and its subsidiaries. He has no family relationship with any other Directors and/or major shareholders of the Company and has no conflict of interest with the Company.


Ms. Elaine Tan Ai Lin, Malaysian, aged 39, was appointed an Independent Non-Executive Director of the Company on 2 January 2013. She was appointed on 19 March 2013 as a member of the Audit Committee, and a member of the Nomination and Remuneration Committee of the Company.

She holds a Bachelor of Laws from the University of Wales, Cardiff, United Kingdom. She was called to the Malaysian Bar in 2001. She chambered and practiced in several firms prior to joining Messrs Tan, Goh & Associates as a partner in 2011. She has over 14 years of experience practicing as an advocate and solicitor specializing in corporate finance, mergers and acquisitions and other corporate and commercial matters.

Ms. Elaine Tan has no shareholding whether direct or indirect in the Company and its subsidiaries. She does not have any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of interest with the Company. She has no directorship in other public companies.

She has never been convicted for any offences within the past ten years.







Mr. Tee Lay Peng, Malaysian, aged 55, was appointed an Independent Non-Executive Director of the Company on 11 December 2007. He is the chairman of the Audit Committee, and a member of the Nomination and Remuneration Committee of the Company.

Mr. Tee is a member of The Malaysian Institute of Certified Public Accountants since 1987 and a registered member of the Malaysian Institute of Accountants since 1988. He is also a Certified Financial Planner registered with the Financial Planning Association of Malaysia since 2003. Mr. Tee holds a Master of Business Administration from the University of Hull, London, United Kingdom.

He was formerly an Independent Non-Executive Director of DPS Resources Berhad and also the Chairman of its Audit Committee and Risk Management Committee. On 30 September 2013, he was appointed an Independent Non-Executive Director of Sycal Ventures Berhad.

He has more than 22 years of extensive experience in the fields of finance, accounting, auditing and management consultancy. In 1995, he set-up his own consulting firm providing financial and management advisory services. He also holds position as financial controller/corporate advisor in various non-listed companies. In 2010, he was appointed as the corporate advisor of an oil and gas company and subsequently appointed as Chief Executive Officer until 2015. During his tenure, he was tasked with the “turnaround” corporate exercise.

Save as disclosed above, he has no directorship in other public companies.

Mr. Tee has no shareholding whether direct or indirect in the Company and its subsidiaries. He does not have any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of interest with the Company.



Note:Details of the Directors’ attendance at Board Meetings are set out in the Corporate Governance Statement of this Annual Report 2015.


On behalf of the Board of Directors, I have great pleasure in presenting the Annual Report and the Audited Financial Statements of the Company and its subsidiaries (“the Group”) for the financial year ended 31 December 2015.


Group Executive Chairman’s Statement


financial Performance and Review of Operations

In the financial year ended 31 December 2015, the Group recorded revenue of RM188.73 million and loss before taxation of RM20.26 million as compared to its preceding year’s revenue of RM191.03 million and loss before taxation of RM23.25 million.

The lower revenue recorded in the current financial year is mainly due to the Group’s lower sales in Moulded Power Supply Cord Sets Division in Indonesia despite the favourable currency conversion on consolidation from USD to RM. The higher revenue from the Tin Mining Division and additional revenue from new division in Travel Services and Direct Sales helped to improve the revenue in the current financial year.

Included in the loss before taxation of RM20.26 million are gain on disposal of “available-for-sale” financial assets of RM1.86 million and gain on disposal of subsidiaries of RM4.51 million.

The Group’s Moulded Power Supply Cord Sets Division recorded operating revenue of RM153.55 million and loss before taxation of RM8.59 million for the current financial year ended 31 December 2015 as compared to its preceding year’s corresponding period operating revenue of RM172.91 million and loss before taxation of RM6.37 million. The lower revenue recorded in the current financial year is due to intense competition from China-made products and constraints of funding to provide for the working capital requirement. The higher loss before taxation was due to low contribution generated from lower revenue which was unable to cover the factory operation costs and the weakening of RM against the USD further increased the loss before taxation upon currency conversion on consolidation.

The Group’s Wire and Cable Trading Division posted operating revenue of RM11.93 million and loss before taxation of RM0.27 million for the current financial year

ended 31 December 2015 as compared to its preceding year’s corresponding period operating revenue of RM13.93 million and loss before taxation of RM0.40 million. The low demand for wire and cable market is due to lesser new real estate projects launched.

The Group’s Tin Mining Division recorded operating revenue of RM8.49 million and loss before taxation of RM7.77 million for the current financial year ended 31 December 2015 as compared to its preceding year’s corresponding period operating revenue of RM2.08 million and loss before taxation of RM3.02 million.

A total of 261 metric tons of tin concentrates were produced during the current financial year ended 31 December 2015 as compared to its preceding year’s corresponding period output of 51 metric tons of tin concentrates.

Though the total tin concentrates output and revenue were higher as compared to the preceding year’s corresponding period, the Tin Mining Division recorded a higher losses due to increase mining activities on the site.

The Group’s Travel Services and Direct Sales Division recorded a revenue of RM14.59 million and a loss before taxation of RM3.73 million for the financial year ended 31 December 2015. The loss incurred was due to higher commission and incentive payout to members as a marketing strategy to expedite the recruitment of new members during the initial stage of operations by the Direct Sales Division.

The Direct Sales Division under Vitaxel Sdn Bhd was disposed off on 30 November 2015. The rational of the disposal is that the direct sale business is not a core business of the Group and its losses had been on an increasing trend. The disposal will enable the Group to streamline its investments and to relocate its resources to other businesses within the Group.

Group Executive Chairman’s Statement (cont’d)



Corporate Development

On 25 March 2015, the Company announced to Bursa Malaysia Securities Berhad (“Bursa”) that it had disposed off its automotive and spare parts trading division, Orient Sun Motors Sdn Bhd. The rational of the disposal is that the introduction of the new brand of motor vehicles required large capital outlay for advertisement and promotion activities and working capital funding. The disposal offered a strategic opportunity for the Group to re-allocate its resources to the other businesses within the Group.

On 5 August 2015, the Company announced to Bursa to undertake the following Multiple Corporate Proposals:

• Proposed Par Value ReductionProposed reduction of the existing issued and paid-up share capital of the Company via the cancellation of RM0.15 of the par value of each existing issued and paid-up ordinary share of RM0.20 to RM0.05 each (“HWGB Shares”) pursuant to Section 64 of the Companies Act,1965;

• Proposed Rights Issue with Warrants Proposed renounceable rights issue of up to 617,598,349 new HWGB Shares (“Rights Shares”) on the basis of one (1) Right Share for every one (1) existing HWGB Shares held after the Proposed Par Value Reduction, together with up to 494,078,679 free detachable warrants (“Warrants”) on the basis of four (4) Warrants for every five (5) Rights Shares subscribed on the entitlement date and at an issue price to be determined later;

• Proposed Amendments to the Memorandum and Articles of Association of the CompanyProposed amendments to the Memorandum and Articles of Association of the Company to facilitate the implementation of the Proposed Par Value Reduction;

• Proposed Termination of the Existing ESOS Proposed termination of the Company’s existing Employees’ Share Option Scheme 2010; and

• Proposed Establishment of a new ESOS Proposed establishment of a new Employees’ Share Option Scheme for the eligible directors and employees of HWGB and its subsidiary companies.

On 12 November 2015, the Company announced to Bursa that all the resolutions for the aforesaid Multiple Corporate Proposals were duly passed at the Company’s Extraordinary General Meeting held on 12 November 2015.

On 7 January 2016, the Company announced to Bursa that the sealed order of the High Court of Malaya confirming the par value reduction had been lodged with the Companies Commission of Malaysia.

On 22 January 2016, the Board of Directors announced to Bursa that the issue price for the Rights Shares and the exercise price for the Warrant pursuant to the Proposed Rights Issue with Warrants, had been fixed at RM0.08 per Rights Share and RM0.08 per Warrant respectively.

On 23 February 2016, the Company announced to Bursa that it had on 22 February 2016 terminated the Company’s existing Employees’ Share Option Scheme 2010.

On 14 March 2016, the Company announced that as at the closing date on 9 March 2016, the total valid acceptance and total valid excess applications received for the Rights Issue with Warrants was 306,169,423 Rights Shares, representing approximately 50.93% of the 601,145,044 Rights Shares available for acceptance under the Rights Issue with Warrants. The Board had decided to allot the Rights Shares with Warrants to all successful applicants who had applied for the excess Rights Shares with Warrants. A total gross proceeds of RM24,493,553.84 was raised.


On 22 March 2016, the Company announced to Bursa that the Rights Issue with Warrants was completed with the listing and quotation of 306,169,423 Rights Shares, 244,935,533 new Warrants D 2016/2021 and 1,065,490 additional Warrants C 2011/2016 arising from the consequential adjustment pursuant to the Rights Issue with Warrants on the Main Market of Bursa.

Prospect and Outlook

The recovery in the US economy has pushed the demand for housing market higher, improve the employment rate and higher consumer spending. All these factors may have a favourable effect to the sale of moulded power supply cord sets as US accounts for a majority of the Group’s revenue.

However, the Board is of the opinion that business operations in moulded power supply cord sets and wires and cables will continue to be challenging in view of the intense competition from China made products in the US market, rising inflationary cost in Indonesia, especially the compulsory annual increment of wages and salaries, high volatility of raw materials prices, high borrowing costs in Indonesia and working capital requirement.

The outlook for domestic demand would be underpinned by domestic consumption, market demand for local real estate projects, accommodative monetary policies and continued fiscal stimulus by the public sector. The Group’s revenue from trading of wire and cable may be affected by lesser new property projects launched and tighter credit controls set by financial institutions as lenders are more cautious in providing the consumer loan.

On the Travel Services Division, the implementation of “Goods and Services Tax” (“GST”) since April 2015 and the continuous weakening of Ringgit Malaysia had also affected the consumer spending.

The Board is hopeful that the completion of the above Multiple Corporate Proposals would improve the financial position of the Group.

Barring any unforeseen circumstances, the Group is targeting to achieve better operating and financial performance for the financial year ending 31 December 2016.

Meanwhile, the Board will continue to explore viable, synergistic and profitable business ventures to improve the Group’s performance.

Dividend

The Board of Directors is not recommending any dividend payment for the financial year ended 31 December 2015.

Acknowledgement

On behalf of the Board, I wish to extend my sincere thanks to all our valued customers, financiers, business associates, Government authorities and shareholders for their continuous support, co-operation and confidence in the Group.

And, my heartfelt thanks to Mr. Chien Chao-Chuan who resigned from the Board as Executive Director after serving for 15 years. I would like to wish Mr. Chien the very best in his future endeavours.

Last but not least, I would like to convey my sincere appreciation and gratitude to my fellow Directors, the management and staff for their dedication and commitment.

Thank you.


Kuala Lumpur28 March 2016


16 Ho Wah Genting Berhad (272923-H) annual report 2015

Corporate Governance Statement

The Board of Directors of Ho Wah Genting Berhad believes that the presence of good corporate governance is fundamental to the continued growth of the Group in achieving its objective in protecting and enhancing shareholders’ long-term value whilst taking into account the interest of other stakeholders.

In line with the above objective, the Board fully supports the disclosure requirements of the Malaysian Code on Corporate Governance 2012 (“the Code”) and Bursa Malaysia Securities Bhd’s Main Market Listing Requirements (“LR”) and is committed to ensure that the Principles and Recommendations contained in the Code are being practiced.

The Board is pleased to inform the manner in which the Group had applied the Principles and Recommendations contained in the Code and the state of compliance with the Code for the financial year ended 31 December 2015 as follows:

1. BOARD Of DIRECTORS’ ROLES AND RESPONSIBILITIES

1.1.1. The Board and Management The Company is managed and led by an experienced and effective Board which consists of

professionals who specialize in the fields of manufacturing, finance, legal, regulatory and operations, accounting, information technology, international marketing and business development. Together with the Management, they collectively bring a diverse range of skills and expertise to effectively discharge their responsibilities towards achieving the Group’s business strategies and corporate goals.

The roles and responsibilities of the Board, Management, and the Managing Director/Chief Executive Officer are defined in the Board Charter. The responsibilities and limit of authority of the Managing Director/Chief Executive Officer to carry out the mandate of the Board to oversee and monitor the day-to-day running and management of the Group’s business and matters reserved for Board are also detailed in the Board Charter. The Board Charter is subject to review as and when needed.

1.1.2. Board Balance The Board currently has seven members comprising:

i. Executive Chairman;ii. Managing Director/Chief Executive Officer (“MD/CEO”);iii. One Executive Directors andiv. Four Independent Non-Executive Directors.

Therefore, the Company had complied with the requirements of the LR under Paragraph 15.02 (1) to have one third (1/3) of its members made up of Independent Non-Executive Directors as well as Paragraph 15.09 (1c) of the LR for a director who is a member of the Malaysian Institute of Accountants to sit in the Audit Committee.

The Board of Directors consists of six gentlemen and a lady and of which six Directors are Chinese and one Bumiputera.

The Board considers its current composition, with the mix of skills, expertise and age group provide much diversity of perspective to lead and guide the Group and are adequate to discharge the Directors’ duties and responsibilities effectively. The Board through the Nomination and Remuneration Committee regularly reviews the composition of the Board and Board Committees.

The brief profile of the Directors is set out in the Profile of the Board of Directors in the Annual Report.

1.1.3. Senior Independent Director The appointment of a Senior Independent Director is to facilitate any concerns which shareholder(s) and

employee(s) may want to address.

Dato’ Mohd Shahar Bin Abdul Hamid is currently the appointed Senior Independent Director to whom any concerns may be conveyed via email to [email protected].

17Ho Wah Genting Berhad (272923-H)annual report 2015

Corporate Governance Statement (Cont’d)

1. BOARD OF DIRECTORS’ ROLES AND RESPONSIBILITIES (CONT’D)

1.2 Board’s Roles and Responsibilities The seven (7) principal responsibilities of the Board shall include:

a. Reviewing and adopting strategic plans for the Company taking into consideration factors such as existing and potential rivals, external environmental factors; and internal characteristics including goals, assets, liabilities and structure;

b. Overseeing the conduct of the Company’s business to ensure the business is being properly managed;

c. Reviewing the adequacy and the integrity of the Company’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;

d. Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks. The Board or through its committees set, where appropriate, objectives, performance targets and policies for the management of the key risks faced by the Company;

e. Succession planning, including recruiting, training, remunerating and where appropriate, engaging senior management for succession purposes;

f. Formulating and implementing investors relations program or shareholder communications policy for the Company; and

g. Ensuring compliance with regulatory and statutory requirements.

1.2.1. Roles of Executive Chairman, MD/CEO, Executive Directors and Independent Directors

The roles of the Executive Chairman and MD/CEO of the Company are separate with clear division of responsibilities between them to ensure balance of power and authority. The Executive Chairman is mainly responsible for ensuring the effectiveness of the Board and the Group’s strategic business direction. The MD/CEO is responsible for implementing the policies and decisions of the Board, overseeing the operations, coordinating the development and implementation of business and corporate strategies, internal controls as well as monitoring performance.

The Executive Director is primarily responsible for managing the Group’s business and resources. They have overall responsibility for the operational activities of the Group and implementation of the Board’s strategies, policies and decisions.

The Independent Non-Executive Directors are independent of management and free from any business relationship which could materially interfere with the exercise of their independent judgment. Together, they play an independent role in ensuring that the strategies proposed by the Management are well deliberated, examined and provide unbiased and independent views, advice and judgment taking into account the long-term interest of all stakeholders.

1.3 Code of Ethics for Directors The Board recognizes the importance to establish a standard of competence for corporate accountability

which includes standard of professionalism and trustworthiness in order to uphold good corporate integrity. The Board adopted a Code of Ethics for Directors which is embedded in the Board Charter of the Company.

1.3.1 ConflictofInterestPolicy

Togetherwith theCodeof Ethics, the BoardalsoadoptedaConflict of Interest Policy requiring theDirector(s)todiscloseinduecourse,anypotentialconflictof interest inthemannerprescribedunderSection 131 of the Companies Act, 1965 in writing to the Company Secretary.

AnyBoardmemberhavingapossibleconflictofinterestonanymattershouldabstainfromdiscussionand voting on the matter in accordance with Article 130 of the Articles of Association of the Company.

BoththeCodeofEthicsandtheConflictofInterestPolicywereapprovedbytheBoardon26March2013and are subject to review periodically.




1.4 StrategiesforSustainability The Board recognizes the environmental sustainability role as a corporate citizen in its business approach,

and always endeavors in adopting most environmental friendly, ecological and cost effective production process.

The Board also endeavors in developing Group objectives and strategies having regard to the Group’s responsibilities to its shareholders, employees, customers and other stakeholders and ensuring the long term stability of the business, succession planning and sustainability of the environment. A corporate social responsibilities statement is also presented in the Annual Report.

1.5 CompanySecretaryandAccesstoInformationandAdvice

It isoneof thevital rolesof theBoard toappointaCompanySecretarywho isqualifiedpursuant toSection 139 of the Companies Act, 1965, and competent in carrying his or her duties. The Company Secretary appointed is an associate member of The Malaysian Institute of Chartered Secretaries and Administrators.

The Company Secretary advises and assists the Board, Board Committee or Director individually on matters including but not limited to board procedures, rules and Articles of the Company, legislations, regulations, codes, guidelines and operational matter within the Group. All Board members are entitled to have direct and unrestricted access to the advice and services of the Company Secretary.

The Company Secretary has kept herself abreast with the development and new changes in relation to any legislation and regulations concerning the corporate administration and has highlighted the same to the Board of Directors and Senior Management of the Company accordingly.

The Directors also have full and unrestricted access to the advice and services of Senior Management of the Group. All the Directors are vested with rights and unlimited access to information with regard to the Group’s activities to enable them to discharge their duties.

In addition, the Directors may obtain independent professional advices, where necessary, at the Group’s expenses in furtherance of their duties.

1.6 Board Charter

The Board Charter sets out the roles and responsibilities of the Board and Committees, and the rights, process and procedures of the Board.

The Board Charter is to guide the Directors in discharging their duties and responsibilities as Directors and is drafted in accordance with the fundamental requirements of provisions in the Companies Act, 1965, LR,CapitalMarketsandServicesAct2007,ArticlesofAssociationoftheCompanyandotherapplicablerules or regulations governing the Group’s business activities.

The salient matters embedded in the Board Charter are as follow:

a) Composition of the Board;b) Roles of the Board;c) AppointmentandTenureofOffice;d) Remuneration Framework;e) Induction for New Director;f) BoardProcedures;g) Rights of Directors;h) Matters Reserved for Board’s Decision;i) Internal Control including Risk Management;j) Time Commitment of Directors;k) Directors’ Training;




1.6 Board Charter (cont’d)

The salient matters embedded in the Board Charter are as follow: (cont’d)

l) Board Committees;m) Senior Independent Director;n) Shareholders and Investors Relation;o) Company Secretary;p) Code of Ethics;q) ConflictofInterestPolicy;andr) CorporateDisclosurePolicy.

TheBoardhadformallyadoptedtheBoardCharteron26March2013andissubjecttoreviewperiodically.

2. STRENGTHEN COMPOSITION

2.1 Board Committees

The Board of Directors delegates specific responsibilities to the respectiveCommittees of the Boardnamely the Nomination and Remuneration Committee, the Audit Committee and the Employees’ Share Option Scheme Committee, all of which have either terms of reference or Bylaws to govern their respective scopes and responsibilities.

Delegation of authority shall not in any way absorb or discharge the duties and responsibilities of the Board of Directors. Each of the Committees, which reports to the Board, has the authority to examine particular issues and make relevant recommendations or proposals to the Board whenever necessary.

The Chairman of the respective Committees will report to the Board the views and recommendations of the Committees. In addition, all the minutes of the Committees meetings are formally tabled to the Board at the next Board meeting.

2.1.1 Nomination and Remuneration Committee (“NRC”) TheBoardhadestablishedtheNominationandRemunerationCommitteeon25November2002.The

Committee is made up entirely by Independent Directors and chaired by the Senior Independent Director.

The NRC is responsible for assessing the curricular vitae of new nominees and recommending their appointment to the Board and Board Committee(s); assesses and evaluates the performance of the Executive Directors and their remuneration package; assesses and evaluates the Non-Executive Directors, the Board, members of the Audit Committee and the Audit Committee annually.

Duringthefinancialyear,theNRCmetoncewithfullattendancetoreviewandassessthefollowing:

i. Board performance; Board structure, training needs, Board operations, roles and responsibilities;ii. Board Committee performance; composition of Board Committees and Board Committees

operations and reporting;iii. Non-Executive Directors and Executive Director performance review based on their contributions

and conducts;iv. Audit Committee performance; its composition, understanding of its charter, discharge of duties

in accordance with its terms of reference, operations, reporting and conducts of meeting of the Audit Committee;



2. STRENGTHEN COMPOSITION (CONT’D)

2.1 Board Committees (cont’d)

2.1.1 Nomination and Remuneration Committee (“NRC”) (cont’d) Duringthefinancialyear,theNRCmetoncewithfullattendancetoreviewandassessthefollowing: (cont’d)

v. Audit Committee members’ performance based on their contributions and conducts; and assessment on “independence” of independent directors;

vi. Remuneration package for Executive Directors;vii. Rotation and re-election of Directors; andviii. Retention of Independent Director exceeding 9 years tenure.

In recognition of the call for gender diversity to consider female participation in Board membership, the NRC had recommended and the Board had appointed Ms. Elaine Tan Ai Lin as Independent Non-ExecutiveDirectoron2January2013.Ms.ElaineTanwasalsoappointedasmemberofAuditCommitteeandNRCon19March2013.SavefortheresignationofMr.Chien,Chao-ChuaninJuly2015,anExecutiveDirector, there is no new appointment of Director or changes in the Board Committees’ composition duringthefinancialyearunderreview.

A copy of the Board Charter which contains more information on the NRC and Board’s policy on its composition, process of appointment, Board and Board Committees procedures and conducts, terms of reference of various Board Committees are available in the Group’s website at www.hwgenting.com.my.

2.1.2 Directors’ Remuneration The remuneration framework for Executive Directors is structured to attract and retain directors of the right

caliber to manage the Group effectively. Its primary purposes are to ensure that Directors of the Group are fairly rewarded for their responsibilities, expertise, and contributions towards overall performance of the Group.

The fees payable to Non-Executive Directors reflect the experience, degree of responsibilities and

contribution of a particular Non-Executive Director concerned. Non-Executive Directors’ fees are paid within the limit approved by shareholders. Meeting allowances are also paid to Non-Executive Directors for each Board, Board Committee and General Meeting attended by them.

The Board as a whole determines the remuneration of the Executive and Non-Executive Directors. Respective Directors do not participate in decisions concerning their own remuneration packages.

TheaggregateremunerationofDirectors’forfinancialyearended31December2015categorizedintoappropriate components is as follows:

Category

Executive Directors

RM’000

Non-Executive Directors

RM’000Total

RM’000Fees - 120 120Salaries 1,352 - 1,352EPF 165 - 165Benefits-in-kindandotherallowances 37 10 47TOTAL 1,554 130 1,684

Therewerenocommissionsorcompensationfor lossofofficepaidtoanyof theDirectorsduringthefinancialyearended31December2015.



2. STRENGTHEN COMPOSITION (CONT’D)

2.1.2 Directors’ Remuneration (cont’d)

The remuneration paid to the Directors analyzed into bands of RM50,000 is as follows:

Range of Remuneration (RM)Number of Directors

TotalExecutives Non-ExecutivesLess than 50,000 - 4 4200,001–250,000 1 - 1250,001–300,000 1 - 1350,001–400,000 1 - 1650,001–700,000 1 - 1TOTAL 4 4 8

2.1.3 Audit Committee

The Audit Committee comprises entirely of Independent Directors and one of them is a member of the Malaysian Institute of Accountants. The composition is in compliance with LR.

The Audit Committee reviews issues of accounting policies and presentation for external financialreporting, monitors the work of the internal audit function and ensures an objective and professional relationships are maintained with the External Auditors. The Audit Committee has full access to both the Internal and External Auditors who, in turn, have access at all times to the Chairman of the Audit Committee.

Further details on composition, terms of reference and a summary of activities carried out during the financial yearended31December 2015arenarrated in theAuditCommitteeReportof thisAnnualReport.

2.1.4 Employees’ShareOptionScheme(“ESOS”)Committee

TheESOSCommitteewasestablishedon26May2010.Itsmainresponsibilityistoadministerandensureproper implementation and exercise of the ESOS according to the Bylaws of the ESOS.

The membership of the ESOS Committee comprises three (3) members with an Executive Director and twoSeniorManagementOfficers.

3. REINFORCE INDEPENDENCE

3.1 AssessmentofIndependentDirectorsAnnually

The NRC is tasked by the Board to review and assess the independence of the Independent Director annually,termsofofficeandtosubmittherelevantrecommendation(s)totheBoardforultimatedecisionand endorsement.

Among the criteria considered for independency includes: ability to exercise independent comments, judgment, and contribution constructively at all times for an effective Board. The relationship between the Independent Directors with substantial shareholders, Executive Directors, persons related to the ExecutiveDirector/MajorShareholder,businesstransactionswiththeGroupandtheirtenureofofficewillalso be reviewed.

TheNRChadinFebruary2016meetingreviewedtheindependenceoftheIndependentDirectorsforthefinancialyearended31December2015andissatisfiedwiththeindependencydemonstrated.


3. REINFORCE INDEPENDENCE (CONT’D)

3.2 Tenure of Independent Director

TheBoardinitsCharterhadprovidedthatanIndependentDirectorwhosetermsofofficeexceedsnine(9)years (whether on a consecutive or cumulative basis), on the 9th anniversary year, shall subject to review by the Board of his/her independency before recommendation on re-appointment as independent director is proposed to shareholders.

3.3 Shareholders’ApprovalforRetainingIndependentDirectorExceeding9yearsService

TheBoardisrecommendingtoshareholdersforapprovaltoretainMr.WongTuckJeongasIndependentDirector at forthcoming Annual General Meeting. Mr. Wong was appointed as Independent Director since21June2001,andhastherefore,servedformorethan9years.

The Board through NRC reviewed and discussed the independency of Mr. Wong, that he has no business or other relationship which could interfere with the exercise of independent judgement, is not related toanyofficers,directorsandsubstantialshareholdernoractingasnomineeofanyexecutivedirectorormajorshareholderoftheCompany.TheNRCisalsosatisfiedthatMr.Wongremainsobjectiveandindependent in Board and Committees deliberations and in discharging his duties. Mr. Wong had abstained from the decision making of the NRC on his retention.

3.4 Separation of Positions of Chairman and CEO

The positions of Chairman and CEO are held separately by an Executive Chairman and MD/CEO. Their rolesandresponsibilitiesaredefinedintheBoardCharter.

3.5 Chairman of the Board

Recommendation 3.5 of the Code recommended that if the Chairman is an executive director, the Board should comprise a majority of independent directors to ensure balance of power and authority on the Board.

The Board presently comprised of three (3) Executive Directors (including the Chairman) and four (4) Independent Directors. Therefore, the Board is in compliance with Recommendation 3.5 of the Code.

4. TIME COMMITMENT OF DIRECTORS

4.1 New Directorship

The Board Charter has provided that a non-executive director shall consult the Chairman on any subsequent external board appointment to foster time commitment and disclosure of interest of the director.

4.2 Board Meeting and Attendance

The Board meets on a quarterly basis, with additional meetings convened as and when required. The agenda of each meeting, covers amongst others, to review and approve the Group’s unaudited results andfinancialstatements,deliberatecorporateproposals, investmentplans,statusofoperationsofallbusiness units, the Group’s budget, compliance matters and matters reserved for Board’s decision in accordance with the principles of good corporate governance.

Each Director is required to attend not less than 51% of the total Board meetings convened in each financialyear.



4. TIME COMMITMENT OF DIRECTORS (CONT’D)

4.2 Board Meeting and Attendance (cont’d)

ThedetailsofattendanceofeachDirectorduringthefinancialyearunderreviewareasfollows:

Directors AttendanceDatuk William Teo Tiew 4/4Dato’ Lim Ooi Hong 4/4Mr. Chien, Chao-Chuan (resignedon15.07.2015) 0/2Mr. Lim Wee Kiat 4/4Dato’ Mohd Shahar Bin Abdul Hamid 4/4Mr.TeeLayPeng 4/4Mr.WongTuckJeong 4/4

Ms. Elaine Tan Ai Lin 4/4

4.2.1 SupplyofInformationforMeeting

In order for the Board to discharge its responsibilities efficiently, all quantitative and qualitativeinformation on the Group’s performance is provided for the Board’s review on a regular basis. Updates onoperational,financial,corporateissuesandstrategicmattersaswellascurrentdevelopmentoftheGroup which require the Board members’ attention are disseminated promptly.

Seven (7) days prior to a Board meeting, agenda and comprehensive board papers containing relevant reports and material information will be distributed to Directors for their perusal to enable them to participate effectively in meeting for an effective Board discussion and decision process. The Directors mayseekfurtherexplanationorclarificationonissuesbeforeorduringtheproceedingsofthemeeting.

4.3 Directors’ Training

The Board acknowledges the importance of continuous education for Directors. The Company on an on-going basis facilitates appropriate training and education programmes for Directors’ participation from time to time to further enhance their skills and knowledge to fully equip them to discharge their duties effectively. An annual budget is allocated for Directors’ training.

The Board through NRC reviews the training needs of the Directors annually and Directors are invited to state their training needs preference in the Board Assessment and Evaluation Form, each Director is required to attend at least one training per year. Directors are encouraged to attend various seminars and conferences to keep themselves abreast of the current developments and business environment affecting their roles and responsibilities.

Inaddition,theCompanySecretaryandotherSeniorManagementOfficersbrieftheDirectorsonanychanges and updates on legislation, rules and guidelines issued by relevant regulatory bodies from time to time.

Duringthefinancialyearunderreview,allDirectorsoftheCompanyhadindividuallyparticipatedinatleast one or more of the following seminar / training / conference / workshop programmes:

a. TheProposedCompaniesAct2015-Anoutline&Comparison(MAICSA)b. MalaysianInstituteofAccountants(MIA)PublicPracticeProgramme2015c. CorporateBoardLeadershipSymposium2015(MIA)d. AdvocacySessiononManagementDiscussionandAnalysisforChiefExecutiveOfficersandChief

FinancialOfficers(BursaMalaysia)e. NominatingCommitteeProgrammePart2-“EffectiveBoardEvaluations”(BursaMalaysia)f. Focus Group Consultative Session on the AGM Guide (Bursa Malaysia)g. International Accountants Conference- Today’s Synergy Tomorrow’s Reality (MIA)



4. TIME COMMITMENT OF DIRECTORS (CONT’D)

4.3 Directors’ Training (cont’d)

h. BoardChairmanSeriesPart2-LeadershipExcellencefromtheChair(BursaMalaysia)i. Risk Management and Internal Control Workshop (Bursa Malaysia)j. SSMNationalConference2015-CreatingSynergyinMalaysianBusinessLandscape

Newly appointed Director will be given induction program to the Group’s business operations, understanding of the cultures, the corporate and organizational structures which include meeting with senior management staff and if necessary, visits to operation units.

NewlyappointedDirectorwillalsoattendMandatoryAccreditationProgramme(“MAP”)requiredundertheLR.NonewDirectorwasappointedduringthefinancialyearunderreview.

5. INTEGRITY IN FINANCIAL REPORTING

5.1 FinancialStatementstoComplywithApplicableReportingStandards

The Audit Committee reviews the integrity and reliability of the quarterly financial statements andauditedfinancial statementsprior to recommending to theBoardofDirectors. TheAuditCommitteehadreviewedtheExternalAuditors’AuditPlaning(priortothecloseofthefinancialyearend)andalsoreviewed the Audit Observations (after the completion of the year-end audit). The Head of Finance, External Auditors, Internal Auditors and other Operation Heads are invited to participate in the Audit Committee meeting periodically and as and when required.

The Audit Committee will also meet with the External Auditors without the presence of any Executive Directors and/or employees at least twice in a financial year to discuss anymatters that the AuditCommittee members and the External Auditors may wish to discuss.

Inpresenting theannualfinancial statementsand thequarterlyannouncements to shareholders, theBoardhastakenreasonablestepstoensurethatthefinancialstatementsaretrueandfairreflectionofthe Group’s position and prospects. This also applies to circulars to shareholders and other documents (containingfinancialinformation)thataresubmittedtotheauthoritiesandregulators.

5.2 Independence of External Auditors

TheExternalAuditorshadgivenawrittenconfirmationthattheyhadremainedindependentthroughouttheconductoftheauditengagementforfinancialyearended31December2015,theAuditCommitteehadreviewedthesaidletteratameetingheldinFebruary2016andupondiscussionwassatisfiedwiththeindependenceleveloftheExternalAuditorsfortheauditofthefinancialstatementsforfinancialyearended31December2015.

6. RECOGNIZE AND MANAGE RISKS

6.1 Internal Control including Risk Management

In order to achieve a sound system of risk management and internal control, the Board and Management is committed to adopt a risk management and control framework that is embedded into the culture, processes and structures of the Group.

The Board has the overall responsibility for overseeing the Group’s system of internal control and the effectiveness in managing risks. The role of Management is to implement the Board’s policies on risk and control recognizing the importance of effective and sound system of internal control to enhance good corporate governance, achieve Group’s business objectives and safeguard shareholders’ investment.

The External Auditors will review the Statement on Risk Management and Internal Control each year. The StatementonRiskManagementandInternalControlforthefinancialyearended31December2015had been reviewed by the External Auditors.

Further details on the risk management and internal control activities are set out in the Statement on Risk Management and Internal Control of this Annual Report.



6. RECOGNIZE AND MANAGE RISKS (CONT’D)

6.2 Internal Audit Function

Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve a company’s operations. It helps a company accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

The internal audit function provides assessments as to whether risks, which may hinder the Company from achieving its objectives, are being adequately evaluated, managed and controlled. It further evaluates the effectiveness of the governance, risk management and internal control framework and facilitates enhancement, where appropriate.

TheCompanyhasoutsourceditsinternalauditfunctiontoaprofessionalfirmwhichreportsdirectlytotheAuditCommittee.TheprofessionalfeesincurredinrelationtotheinternalauditamountedtoRM72,000forthefinancialyearended31December2015.

Details of the Company’s internal control system and framework are set out in Statement on Risk Management and Internal Control and the Audit Committee Report of this Annual Report respectively.

7. TIMELY AND HIGH QUALITY DISCLOSURE

7.1 Corporate Disclosure Policies and Procedures

The Company has in place corporate disclosure policies guided by best practices in the LR. It provides methodology for handling and disclosing confidential, important and price sensitive informationappropriately for Directors down to all level of employees.

Thepolicies also containguidanceonmaintainingconfidential information, restrictedaccess to theconfidentialinformationandremedyactiononleakage,andaccountabilitybydesignatingpersonnelin-chargeofpreparingandreviewingtheconfidentialinformationandthespokeperson.Italsohighlightsthe possible punishment actions on any abuse of information and insider trading.

TheCorporateDisclosurePolicieswasapprovedbytheBoardon26March2013andissubjecttoreviewperiodically.

7.2 InformationTechnologyforEffectiveDisseminationofInformation

The Board recognizes the importance of transparency and accountability to its shareholders and the need for clear, effective communications with the Company’s institutional investors, shareholders and other stakeholders. The shareholders and investors are kept informed of the Group’s performance, businessactivities,financialperformance,materialinformationandcorporateeventsthroughtheAnnualReport, formal announcements, quarterly reports, circulars and press release which are released through Bursa’s and the Company’s website.

The Group maintains various websites at: www.hwgenting.com.my, www.hw-genting.com, www.hwgwirecable.com.my, www.hwgholidays.com and www.hwgenting-mm2h.com to provideinformation on the Company, the Group’s various businesses which shareholders, investors and public may surf.

Currently the notice calling for general meeting, proxy form, annual report, request form for printed annual report and information on shareholders’ rights are in “investor relation section” of the website, the Board will further improvise the website for a corporate governance section where other corporate governance related information may be easily accessible.



8. RELATIONSHIP WITH SHAREHOLDERS

8.1 Encourage Shareholder Participation at General Meeting

The Annual General Meeting (“AGM”) is the principal forum for dialogue between the Company and its shareholders and investors. At the AGM, the Board briefs the shareholders on the status of the Group’s businesses and operations. The shareholders are given the opportunity to raise questions on the Group’s activities and prospects as well as to communicate their expectations and concerns to the Company. ExtraordinaryGeneralMeeting isheldasandwhen shareholders’approvalsare requiredon specificmatters.

The Board encourages the participation of shareholders at the general meeting and has been sending AGM notice earlier than the minimum notice period stated in the LR and will try to continue sending AGM notice earlier as and when possible.

TheBoardwillensuresufficientandrelevantinformationaregivenforeachagendaitemsinthenoticeof meeting and / or annual report or circular accompanying the notice of meeting.

The Board will consider adopting electronic voting to facilitate greater shareholders participation when the facilities for electronic voting mechanism are more prevalent in the future.

8.2 Encourage Poll Voting

The Board encourages poll voting for substantive resolution whilst the ordinary business resolutions are being voted by show of hands.

8.3 Effective Communication and Engagement with Shareholders

The Chairman at the commencement of each general meeting briefs shareholders of their rights to speak and vote.

TheChairmanwillbrief shareholdersonthefinancialandoperationsperformanceof theGrouppriortotablingthemotiononauditedfinancialstatementsandshareholderswillbeinvitedtoraisequestionconcerning the financial statements. Briefingwill also begiven on othermotions not in the ordinarycourse of business of the agenda as and when needed before voting. The Directors, Auditors and Senior ManagementsOfficersarealsopresenttoansweranyquestionsraised.

9. ADDITIONAL COMPLIANCE INFORMATION

I) Utilization of Proceeds

During the financial year under review, there were no proceeds raised by the Company from anycorporate exercise.

II) ShareBuybacks

Duringthefinancialyearunderreview,therewasnosharebuybackbytheCompany.

III) Options, Warrants or Convertible Securities

TheCompanyhasnot issuedanyoptions,warrants,orconvertiblesecuritiesduringthefinancialyearunder review.

Duringthefinancialyearunderreview:

a. No options under the Employees’ Share Option Scheme were exercised;b. 10,111,699optionsundertheWarrantsB(2010/2015)wereexercisedandconvertedinto10,111,699

newordinarysharespriortoitsexpiryon8April2015;andc. NooptionsundertheWarrantsC(2011/2016)hadbeenexercisedandconverted.



9. ADDITIONAL COMPLIANCE INFORMATION (CONT’D)

IV) DepositoryReceiptProgram

TheCompanydidnotsponsoranydepositoryreceiptprogramduringthefinancialyear.

V) Imposition of Sanctions/Penalties

There were no sanctions and/or penalties imposed on the Group and the Company, Directors or Management by the relevant regulatory bodies.

VI) Non-Audit Fees

Duringthefinancialyearunderreview,theamountofnon-auditfeeincurredforservicesrenderedtotheGroup by the External Auditors of the Company was RM6,000.00.

VII) Variation in Results

TheGroupandtheCompanydidnotreleaseanyprofitestimate,forecastorprojectionforthefinancialyearended31December2015.

Therewasnovarianceof10%ormorefromtheannouncedunauditedfinancialresultsandtheauditedfinancialresultsoftheGroupforthefinancialyearended31December2015.

VIII) ProfitGuarantee

Duringthefinancialyear,therewasnoprofitguaranteegivenbytheCompany.

IX) Material Contracts

There were no materials contracts entered into by the Company nor any of its subsidiaries involving Directors’andMajorShareholders’interestssubsistingasat31December2015orenteredintosincetheendofthepreviousfinancialyearended31December2014.

There were no material contracts relating to loans between the Company nor any of its subsidiaries involvingDirectors’andMajorShareholders’interestsduringthefinancialyearunderreview.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

The Group, whilst pursuing its commitment to the stakeholders, is also consciously emphasizing the importance of its social responsibility in carrying out its operations.

Production Process

The Group’s manufacturing division is continuing to promote environment friendly productions for existing products by implementingREACHcompliancewhichisthemoststringentstandardsasrequiredbyJapaneseandEuropeanbaseOEM for Electrical Appliances in the world. The restriction of Hazardous Substances used in manufacturing products was introduced by researching, awareness training to all level of employees including management.

Thisdirective is closely linkwithWaste ElectricalandElectronic EquipmentDirective (WEEE) 2002/96/ECwhichhasset collection, recycling and recovery target for electrical goods and it is part of legislative initiative to address the problem of world huge amounts of toxic waste.

During the year, the Group’s manufacturing division provided medical check-up to its factory workers, implement FailureMode&EffectAnalysisandStatisticalProcessControltoshareandbriefthetechnicalandnon-technicalstaffs.Our objective is to further increase our long-term competitiveness with minimal impact on people and environment while generating maximum value for our stakeholders.



CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CONT’D)

WorkplaceDiversity

The Group recognizes diversity of employees (in terms of age, gender, race, religion, nationality and education) is vital to the organization’s smooth operations and business sustainability. Thus, the Group is dedicated in providing and nurturing a positive culture and environment for all employees to have equal opportunity to strive and work together in harmony to achieve corporate objectives and sustainable growth.

Human Capital In The Group

(The above data consist of Company and local subsidiaries)

The Group encourages employees’ participation in various games and sports to foster communication, understanding, team spirit, motivation and enlightenment for a healthy living style. In this respect, the Group organized local trips and outdoors activities for employees during the year under review. Such events were designed to create greater unity, rapport and friendship amongst employees.

Training Program

As part of the Group’s human capital development and succession planning initiatives, the Group provides quality training programs to the employees on a regular basis with the aim to improve employees’ skill and competency, whichwillpositivelyenhancetheirefficiencyindischargingtheirduties,resultinginbetterperformance.

During the financial year under review, the manufacturing division had specifically conducted a Failure ModeandEffectAnalysisandStatisticalProcessControl toshareandbriefall thestaffandpractice immediateand/orimprovement actions when faced with potential failure and to avoid outer-layer defect.

Community

Duringthefinancialyearunderreview,oursubsidiary,VitaxelSdnBhd’sstaffanditsdirectsalesmembershadvisitedPersatuanDaybreakuntukKebajikanOrang-OrangCacat,Kinta(4204/96Perak)(“PersatuanDaybreak”),anon-profitorganization and charity home which helps to improve the life, happiness and hopes for the disabled.

IncontributiontoPersatuanDaybreakcharityobjective,VitaxelSdnBhdhascontinuouslypurchasedthehandicraftproducts made by the disabled inmates for sale via its direct sales platform. The handicraft products purchased consists of hand towels, face towels, toiletries sets, cushion covers, batik tissue covers and batik aprons.

MALE FEMALE 29 YEARS & BELOW

30-39 YEARS

40-49 YEARS

BUMIPUTRA

CHINESE

INDIAN

50-59 YEARS

60 YEARS & ABOVE

BY GENDER BY AGE GROUP BY ETHNICITY

25(50%)

25(50%)

11(22%)

10(20%)

13(26%)

10(20%)

6(12%)

35(70%)

11(22%)

4(8%)



Audit Committee Report

COMPOSITION OF THE AUDIT COMMITTEE

CHAIRMANMr.TeeLayPengIndependent Non-Executive Director

MEMBERDato’ Mohd Shahar Bin Abdul Hamid Senior Independent Non-Executive Director



A. TERMS OF REFERENCE

The Audit Committee was established on 4 October 1994.

1. Membership

The Board shall appoint, amongst its Directors, an Audit Committee which shall consist of not less than three (3) members who must be non-executive directors, with a majority of them being Independent Directors.

At least one member of the Committee must be a member of the Malaysian Institute of Accountants andifnot,he/shemustfulfillthecriteriasetoutintheListingRequirementsofBursaMalaysiaSecuritiesBerhad (“LR”).

The Chairman of the Audit Committee shall be appointed by the members of the Committee and he/she shall be an Independent Non-Executive Director. No alternate director of the Board shall be appointed as a member of the Committee.

In the event any vacancy arises in the Audit Committee resulting in the number of members becoming lessthanthree(3),theBoardshallfillthevacancywithinthree(3)monthsofsuchevent.

TheBoardshallreviewthetermsofofficeandperformanceoftheCommitteeandeachofitsmembersat least once in every three (3) years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.

2. Objectives

a. ProvideassistancetotheBoardofDirectorsinfulfillingitsstatutoryresponsibilitiespertainingtothefinancial,accountingrecords,internalcontrolsystemsandthereportingpracticesoftheGroup.

b. Oversee and appraise the quality of the audits conducted both by the internal and external auditors and evaluate the adequacy and effectiveness of the Group’s administrative, operating andaccountingcontrolsandtheintegrityofitsfinancialinformation.

3. Authority

The Audit Committee is authorized by the Board to investigate any activities within its terms of reference. It is authorized to seek any information it requires from any employees and it has unlimited access to all the Company and its subsidiaries’ records and information.

The Audit Committee is authorized by the Board to seek external legal or other independent professional advice and to secure the attendance of outsiders with the relevant experience and expertise.


Audit Committee Report (Cont’d)

A. TERMS OF REFERENCE (CONT’D)

4. KeyFunctions,RolesandResponsibilitiesoftheAuditCommittee

a. To consider the appointment of the internal and external auditors, their audit fees and to enquire on any resignation or dismissal.

b. To discuss with the external auditors their audit plan, scope and nature of audit, prior to commencement of audit.

c. To review with the external auditors their evaluation of the system of internal controls, audit report, their management letter and the management’s response.

d. Toreviewthequarterlyandyear-endfinancialstatementsoftheCompanyandtheGroupforrecommendation to the Board for approval focusing particularly on:

i. Any changes in or implementation of major accounting policies and practices.ii. Major judgmental areas.iii. Significantadjustmentsresultingfromtheaudit.iv. Significantorunusualevents.v. The going concern assumption.vi. Compliance with accounting standards and other statutory and regulatory requirements.

e. Todiscussproblemsandreservationsarisingfromtheinterimandfinalauditsandanymatterthatthe external auditors may wish to discuss (in the absence of management, if necessary).

f. To review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work.

g. To review the effectiveness of internal control systems and in particular, review the internal auditors’findingsandmanagement’sresponsetothosefindings.

h. ToreviewanyrelatedpartytransactionsandconflictofinterestsituationthatmayarisewithintheCompany or the Group including any transaction, procedure or course of conduct that raises question on management integrity and to ascertain that the procedures established to monitor recurrent related party transactions have been complied with.

i. To have direct communication channels with the internal and external auditors and the senior management of the Group and to convene meetings with the auditors whenever deemed necessary.

j. To report any breaches of the LR, which have not been satisfactorily resolved, to Bursa Malaysia Securities Berhad (“Bursa”).

k. To direct and where appropriate to supervise any special projects or investigation considered necessary and to review investigation reports on any major defalcations, frauds or thefts.

l. To verify the allocation of share options pursuant to the Company’s Employees’ Share Option Scheme (“ESOS”) as being in compliance with the criteria set out in the Bylaws of the ESOS, at the endofthefinancialyear.

The above functions and duties are in addition to such other functions as may be agreed to from time to time by the Committee and the Board.

5. Quorum and Meeting

Thequorumforameetingshallbetwo(2)membersofwhichthemajoritypresentmustbeindependentdirectors.



A. TERMS OF REFERENCE (CONT’D)

5. Quorum and Meeting (cont’d)

The Committee shall meet as frequently as the Chairman shall decide and it shall 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. The Committee shall meet at leasttwiceduringafinancialyearwiththeexternalauditorswithoutthepresenceofexecutiveboardmembers/management.

The Audit Committee meeting shall be attended by its members and the Secretary. Members of the management, employees, other directors and representatives of the internal and external auditors shall attend the meeting only by invitation of the Audit Committee.

A resolution put to vote shall be decided by a majority of votes of the members present and each member shall have one vote. In the case of an equality of votes, the Chairman shall have a second or casting vote.

6. Reporting Procedures

The Secretary of the Audit Committee is responsible for sending out notices of the meetings, preparing and keeping minutes of meetings and shall also provide the necessary administrative and secretarial services for the effective functioning of the Committee.

B. SUMMARY OF AUDIT COMMITTEE ACTIVITIES

TheCommitteeheldfour(4)meetingsduringthefinancialyearended31December2015withduenoticesofissues to be discussed circulated to the Committee Members.

There was full attendance of all Committee Members at each meeting held. Details of the attendance of the Audit Committee Members are as follows:

Audit Committee Members AttendanceMr.TeeLayPeng 4/4Dato’ Mohd Shahar Bin Abdul Hamid 4/4Mr.WongTuckJeong 4/4Ms. Elaine Tan Ai Lin 4/4

Duringthefinancialyearunderreview,theAuditCommitteemettwicewiththeexternalauditorswithoutthepresence of any Executive Directors and Management.

The proceedings of each audit committee meeting were minuted and distributed to members of the Audit Committee accordingly.

TheactivitiesundertakenbytheAuditCommitteeduringthefinancialyearunderreviewwereasfollows:

1. ReviewedtheGroup’sunauditedquarterlyfinancialstatementsandmaderecommendationsthereonto the Board for approval prior to release to Bursa.

2. Reviewed the Group’s audited financial statements and made recommendation to the Board forapproval.

3. Monitored and ensured that the internal auditors carried out its functions in accordance with the Audit Committeeinstructions,andaffirmedthatadequatescopeandcoverageoftheGroup’sactivitiesareconstantly being considered.

4. Reviewed and discussed the quarterly internal audit reports on audit issues highlighted, recommendations and Management’s responses and the effectiveness of the Group’s system of internal controls.


B. SUMMARY OF AUDIT COMMITTEE ACTIVITIES (CONT’D)

The activities undertaken by the Audit Committee during the financial year under reviewwere as follows:(cont’d)

5. Followed up on previous internal audit reports issued.

6. Reviewed the internal auditors’ performance and renewal of its contract.

7. ReviewedtheAuditSummaryMemorandumforthefinancialyearended31December2014preparedbytheexternalauditorswhichcomprisedthesignificantauditfindings.

8. Reviewed the Audit Committee Report and Statement on Risk Management and Internal Controls.

9. ReviewedtheAuditPlanningMemorandumforauditoffinancialstatementsforfinancialyearended31December2015preparedbytheexternalauditorswhichsetouttheauditors’responsibilitiesinrespectoffinancialreporting,auditapproach,scopeofwork,currentdevelopments,areasofconcern,andauditprocedures.

10. Considered and recommended to the Board for approval the audit fees payable to the internal and external auditors.

11. Reviewed existing accounting standards for additional disclosures requirement approved by the Malaysian Accounting Standards Board and Malaysian Financial Reporting Standards applicable in the preparationoftheGroup’sfinancialstatements.

12. Reviewed any related party transactions and conflict of interest situation that may arise within theCompany and the Group.

13. Reviewed the “Independence” of the external auditors for the audit of the financial statements forfinancialyearended31December2015.

C. INTERNAL AUDIT FUNCTION

The Board has established an internal audit function which reports directly to the Audit Committee. The function hasbeenoutsourcedtoaprofessionalservicefirmandtheauditsaremanagedbyaCertifiedInternalAuditorto provide assurance to the Board whether internal control is operating effectively.

TheprofessionalfeesinrelationtointernalauditactivitiesamountedtoRM72,000forthefinancialyearended31December2015.

Details of the Company’s internal control system and framework are set out in Statement on Risk Management and Internal Control of this Annual Report.

D. SUMMARY OF INTERNAL AUDIT ACTIVITIES

Duringthefinancialyearunderreview,theinternalauditorscarriedoutthefollowingactivities:

1. PerformedinternalauditbasedonprioritiessetbytheBoardandManagement.

2. ReportedtotheAuditCommitteeontheexecutionofinternalauditapproaches,scopeofwork,findingsand recommendations.

3. Reviewed the business model of the direct selling and the travel divisions.

4. Reviewed the direct selling membership operations.

5. Reviewed the junket operations of the travel division. Follow up audit on the direct selling division.

6. Reviewed the operational sustainability of the direct selling division.



D. SUMMARY OF INTERNAL AUDIT ACTIVITIES (CONT’D)

Duringthefinancialyearunderreview,theinternalauditorscarriedoutthefollowingactivities:(cont’d)

7. ProvidedcontinuousassistanceandadvisorytotheBoardandtheManagementonmatterspertainingto governance, risk and compliance.

The internal audit function will conduct special reviews or audit requested by Audit Committee and / or Management on ad-hoc basis.

E. STATEMENT ON EMPLOYEES’ SHARE OPTION SCHEME

TheCompanyhadone (1) Employees’ ShareOption Scheme2010-2020 (“ESOS”)during the financial yearended31December2015.AcopyoftheBylawsoftheESOSwaspostedonthenoticeboardoftheCompanyand each subsidiary for employees’ information.

During the financial year ended 31December 2015, noadditional ESOSwasallocated.Disclosureof ESOSinformationpursuanttoAppendix9C(27)ofLRareasfollows:

a. Brief details of ESOS:

No. ESOSmovementduringthefinancialyear BalanceBalanceoftotalnumberofoptionsgrantedasat01.01.2015 5,790,273

i. Option granted/Additional adjustment -ii. Total number of options exercised -

Total number of options lapsed due to staff resignation (1,185,000)iii. Total options outstanding as at 31.12.2015 4,605,273

b. ESOS granted to Directors and Chief Executive:

No. ESOSmovementduringthefinancialyear BalanceBalanceoftotalnumberofoptionsgrantedasat01.01.2015 2,301,976

i. Aggregate option granted/Additional adjustment -ii. Aggregate options exercised -

Total number of options lapsed due to Director resignation (822,134)iii. Aggregate options outstanding as at 31.12.2015 1,479,842

c. ESOS granted to Directors and Senior Management:

Since commencement

of the ESOS on10February2010

Allocated during the

year

As at31 December

2015Aggregate maximum allocation in percentage 50% - 50%Actual percentage granted 40% - 40%

The Company’s ESOS Bylaws do not provide for allocation of options to Non-Executive Directors.

TheCompany hadon 23 February 2016 announced that the ESOS 2010-2020 hadbeen terminated on 22February2016.



Statement On Risk Management And Internal Control

1. INTRODUCTION

TheBoardofDirectorsaffirmsthattheStatementonRiskManagementandInternalControlhasbeenpreparedinaccordancetoParagraph15.26(b)oftheMainMarketListingRequirementsofBursaMalaysiaSecuritiesBerhad(“LR”).

The Board is committed to develop an effective risk management framework and to maintain a sound system of internal control. Each business unit or functional group has implemented its own control processes under the leadership of the Executive Chairman, who is responsible for good business and regulatory governance. The followingstatementoutlinesthenatureandscopeoftheGroup’sriskmanagementandinternalcontrolin2015.

2. BOARD OF DIRECTORS’ RESPONSIBILITIES

TheBoardaffirmsitsresponsibilitytooverseethateffectivesystemsofriskmanagementandinternalcontrolareinplace to assist the Group in meeting its objectives.

The Board meets on quarterly basis to review the Group’s risk management and internal control activities based on the scope collectively agreed by the Board and Senior Management. The Board through the Audit Committee (“AC”) supported by an internal audit function that is independent from the activities it audits, conducts quarterly assessments to determine if risks that may hinder the Group from achieving its objectives, are being adequately evaluated, managed and controlled. Issues as well as actions agreed by Management to address them are tabled and deliberated during the AC meetings. Minutes of the AC meetings are recorded and presented to the Board.

The Board recognizes the need to embed risk management in all aspects of the Company’s activities and setting levelsofacceptable riskappetitetoaiddecisionmakingandgovernanceprocesses. TheBoardreaffirmstheneed for a more formal risk management framework and processes that are capable to provide reasonable assurance that risks are managed within tolerable ranges.

The Board has received assurance from the Executive Chairman and the Group Managing Director that the Group will continue to develop and maintain a sound and effective system of risk management and internal control. In pursuing objectives, the role of Management is to implement the Board’s policies, decisions and guidelines on risks andcontrolsthatincludetheidentification,evaluationandtreatmentofriskswithappropriatecountermeasures.

The Board however, recognizes that these systems are designed to manage, rather than eliminate the risk of not adhering to the Group’s policies and achieving goals and objectives. Therefore, the systems provide reasonable, but not absolute assurance against the occurrence of any material misstatement, loss or fraud.

2.1 Control Environment

TheBoardaffirms itstoneatthetopregardingthe importanceof internalcontrolandexpectedstandardsof conduct that will provide discipline, process and structure throughout the Group. The Board promotes transparency by providing communication channels for all levels within the organization to facilitate and ensure integrity and ethics are upheld at all times.

The Board reviews Management performances on a quarterly basis and exercises oversight for the development and performance of internal control. Management has attested its commitment to establish, with Board oversight, structures, reporting lines, and appropriate authorities and responsibilities in the pursuit of the objectives.

The Board and Management are committed to attract, develop and retain competent individuals in alignment with the objectives. Individuals are held accountable for their internal control responsibilities in the pursuit of the objectives.


Statement On Risk Management And Internal Control (Cont’d)

2. BOARD OF DIRECTORS’ RESPONSIBILITIES (CONT’D)

2.2 Risk Assessment

TheBoardthroughtheinternalauditfunctionhasidentifiedallkeyfunctionalcomponentswithintheGroupand conducted basic risk assessment exercises with the purpose of prioritizing key areas for governance and control processes development. In this regard, risks were assessed using qualitative measures based on the significanceof their impact to theGroupand the likelihoodof occurrence. Theproduct of impact andlikelihood were evaluated on a scale, indicating the level of attention required.

Areas with higher risk levels are selected for internal audit execution and for risk treatment by the Board and Management. Reviews are then carried out based on resources allocated, focusing on areas that required immediatemitigationandrectification.AgreedManagementactionplansarethentabledtotheBoardviaAudit Committee.

The Board is committed to develop risk management framework based on globally acceptable standards such as the COSO and ISO models.

2.3 Control Activities

The Board oversees the establishment of policies and procedures to ensure that Management’s directives to mitigate risks for the achievement of the objectives are carried out. Control activities are performed at all levels within the Group and at various stages within business processes, and over the technology environment.

Control activities are continuously evolving and improved to ensure that they can better anticipate and mitigate risks to increase the Group’s chances in meeting objectives. Resources and capabilities are continuously being evaluated to ensure that they are able to match the Group’s strategic goals.

2.4 Information and Communication

Information is necessary for the Board to carry out internal control responsibilities in support of achievement of the Group objectives. The Board ensures that relevant and quality information is generated and communicated to support the proper functioning of all the internal control components. Communication procedures are developed to enable all personnel to understand internal control responsibilities and their importance to the achievement of objectives.

TheBoardaffirmsitscommitmenttoensurethatallstakeholdersareidentifiedandcriticalstakeholdersareincluded in its communication plan on matters affecting the functioning of internal control.

2.5 Monitoring Activities

The Board adopts the policy of ongoing and separate evaluations to ascertain whether key internal controls exist and that they are operating effectively. For ongoing evaluations, the Board ensures that Management atall levelsiscompetentandhassufficientknowledgetounderstandevaluationpurposeandprocedures,giving thoughtful consideration on information they receive. By focusing on relationships, inconsistencies or other relevant implications, issues are raised immediately and corrective actions followed up consistently.

Forseparateandperiodicalevaluations,theBoardengagesaprofessionalservicefirmthatisindependentofthe activities it audits to perform internal audit for the Group. The internal auditor reviews the audit areas based on scope and resources set by the Board. Quarterly audits are performed based on the audit plan or areas that require the Board’s immediate attention. All internal audit reports are communicated to Management and tabled at the quarterly AC meetings. Internal audit reports indicates the effectiveness of the internal control system of the areas under review. Management action plans are monitored periodically to ensure agreed counter measures and improvements are being addressed.


Statement On Risk Management And Internal Control (Cont’d)

The Directors are required under the Companies Act, 1965 and the Malaysian Financial Reporting Standard for entities otherthanprivateentitiestopreparefinancialstatementsforeachfinancialyearwhichgiveatrueandfairviewofthestateofaffairsoftheGroupandoftheCompanyforthefinancialyearthenended.

TheDirectorsareoftheopinionthat,inpreparingthesefinancialstatements,theGroupandtheCompanyhave:

1. used appropriate accounting policies and applies them consistently;2. madejudgmentsandestimatesthatarereasonableandprudent;3. followed applicable accounting standards; and4. preparedthefinancialstatementsonagoingconcernbasis.

The Directors are responsible for ensuring that the Company keeps proper accounting records, to disclose with reasonableaccuracy,thefinancialpositionsandresultsoftheGroupandCompany.TheDirectorsarealsoresponsiblefor taking necessary and reasonable steps to safeguard the assets of the Company and the Group and to prevent and detect fraud and other irregularities.

Directors’ ResponsibilityStatement

3. REVIEW OF THIS STATEMENT

Pursuanttoparagraph15.23oftheLR,theExternalAuditorshavereviewedthisStatementforinclusionintheAnnualReport2015,and reportedto theBoardthatnothinghascometo theirattention thatcauses themtobelievethat the Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and effectiveness of the risk management and internal control system. This Statement has been approved by the Board.

Additionally,theInternalAuditorhasreviewedthisStatementandreportedtotheACthat,theStatementreflectedthe general circumstances of risk management and internal control activities during the engagement year.

4. CONCLUSION

The Board is of the view that the risk management and internal control system is operational for the year under review and capable to provide information related to the status of the Group’s assets, shareholders’ investment, the interests of customers, regulators, employees and other stakeholders.

The Board has appraised the adequacy and effectiveness of the risk management and internal control system in operationduringthefinancialyearthroughthemonitoringprocesssetoutabove.However,itmustbemadeclearthat any system of internal control, no matter how well designed, implemented and monitored, does not eliminate the possibility of human error, collusion or the deliberate circumvention of control procedures. The Board remains committed towards building a sound system of internal controls within an effective risk management framework. The Board acknowledges that internal controls must continuously improve to support the Group in achieving its key objectives.


FINANCIAL STATEMENTS38 Directors’ Report

44 Statement By Directors

44 Statutory Declaration

45 Report of the Independent Auditors

47 Statements of Comprehensive Income

48 StatementsofFinancialPosition

49 Statements of Changes In Equity

52 Statements of Cash Flows

54 Notes to the Financial Statements

109 Supplementary Information -BreakdownofRetainedProfits/Accumulated Losses into Realised and Unrealised


Directors’ Report

Directors’ Report

ThedirectorsherebysubmittheirreportandtheauditedfinancialstatementsoftheGroupandtheCompanyforthefinancialyearended31December2015.

Principal activities

The principal activities of the Company are that of an investment holding company and the provision of management services.TheprincipalactivitiesofthesubsidiariesaredisclosedinNote14tothefinancialstatements.

Therehavebeenno significantchanges in thenatureof theseactivitiesduring thefinancialyearexcept that theCompanyhasdisposedoftwoofitssubsidiaries,OrientSunMotorsSdnBhdandVitaxelSdnBhd.

Financial results

GroupRM’000

CompanyRM’000

Net loss for the year attributable to:Owners of the Company 16,252 4,562Non controlling interests 3,893 -

20,145 4,562

Intheopinionofthedirectors,theresultsoftheoperationsoftheGroupandtheCompanyduringthefinancialyearhave not been substantially affected by any item, transaction or event of a material and unusual nature.

Dividends

NodividendhasbeenpaidordeclaredbytheCompanysincetheendofthepreviousfinancialyear.Thedirectorsdonotrecommendanydividendpaymentinrespectofthecurrentfinancialyear.

Reserves and provisions

Therewerenomaterialtransferstoandfromreservesorprovisionsduringthefinancialyearotherthanthosedisclosedinthefinancialstatements.

Issue of shares and debentures

During the financial year, the issuedandpaid upcapital of theCompanywas increased fromRM118,206,669 toRM120,229,009bywayoftheissuanceof10,111,699newordinarysharesofRM0.20eachpursuanttotheconversionofWarrants2010/2015ataconversionpriceofRM0.20perordinaryshare.

The new ordinary shares issued rank pari passu with the then existing ordinary shares of the Company.

TheCompanyhasnotissuedanydebenturesduringthefinancialyear.

Warrants 2010/2015

The Company had on 9 April 2010 and on 26 August 2011 issued 137,888,954 and 4,291,073Warrants 2010/2015respectivelyinconjunctionwithitsrenounceablerightsissue.TheWarrants2010/2015areconstitutedbyaDeedPolldated2March2010(“DeedPoll”).

ThesalientfeaturesoftheWarrants2010/2015areasfollows:

(a) TheissuedateoftheWarrantsison9April2010andtheexpirydateison8April2015.AnyWarrantsnotexercisedat the expiry date will lapse and cease to be valid for any purpose;


Directors’ Report (Cont’d)

Warrants 2010/2015 (cont’d)

(b)EachWarrantentitlestheregisteredholdertherighttosubscribeforone(1)newordinaryshareofRM0.20eachintheCompanyatanexercisepriceofRM0.20perordinaryshareuntiltheexpiryoftheexerciseperiod;

(c) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capitaloftheCompanyinaccordancewiththeprovisionsintheDeedPoll.However,noadjustmentshallbemade in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company;

(d) The Warrant holders are not entitled to participate in any distribution and/or offer of further securities in the Company (except for the issue of new warrants pursuant to adjustment as mentioned in item (c) above), unless and until such Warrant holders exercise their rights to subscribe for new ordinary shares; and

(e) The new ordinary shares to be issued upon exercise of the Warrants, shall upon issuance and allotment, rank pari passu with the then existing ordinary shares, except that they will not be entitled to dividends, rights, allotments and/or other distributions, declared by the Company which entitlement thereof precedes the allotment date of the new ordinary shares allotted pursuant to the exercise of the Warrants.

ThemovementsintheCompany’sWarrants2010/2015duringthefinancialyearareasfollows:

EntitlementforordinarysharesofRM0.20eachBalance at

1.1.2015’000

Issued’000

Exercised’000

Expired’000

Balance at31.12.2015

’000Number of unexercised warrants 142,180 - 10,112 132,068 -

Warrants 2011/2016

TheCompanyhadon23September2011issued11,848,032Warrants2011/2016inconjunctionwithitsrenounceablerightsissue.TheWarrants2011/2016areconstitutedbyaDeedPolldated4August2011(“DeedPoll”).


(a) The issuedateof theWarrants ison23September2011and theexpirydate ison22September2016.Anywarrants not exercised at the expiry date will lapse and cease to be valid for any purpose;

(b) EachWarrantentitlestheregisteredholdertherighttosubscribeforone(1)newordinaryshareofRM0.20eachintheCompanyatanexercisepriceofRM0.20perordinaryshareuntiltheexpiryoftheexerciseperiod;

(c) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capitaloftheCompanyinaccordancewiththeprovisionsintheDeedPoll.However,noadjustmentshallbemade in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company;



ThemovementsintheCompany’sWarrants2011/2016duringthefinancialyearareasfollows:


1.1.2015’000

Issued’000

Exercised’000

Expired’000


’000Number of unexercised warrants 11,848 - - - 11,848



Employees’ShareOptionScheme

The Company implemented an Employees’ Share Option Scheme (“ESOS”) which is governed by the ESOS By-Laws andwasapprovedbyitsshareholdersattheExtraordinaryGeneralMeetingheldon16December2009.

The salient features of the ESOS are as follows:

(a) TheESOSwasimplementedon10February2010andisinforceforaperiodof10yearsuntil9February2020inaccordance with the terms of the ESOS By-Laws;

(b) The total number of new shares to be offered pursuant to the ESOS shall be subject to a maximum of 10% of the Company’s issued and paid up share capital (excluding treasury shares) at any one time;

(c) Employees (including Executive Directors) of the Company or its subsidiaries shall be eligible to participate in the ESOS, if as at the date of offer, the employee:

(i) has attained the age of eighteen (18) years;(ii) is employed by and on the payroll of the Company or its subsidiaries; and(iii) has been in the employment of the Company or the subsidiaries for a period of at least twelve full months

of continuous services, including services during the probation period and whose employment has been confirmed.

The allocation criteria of new ordinary shares comprised in the options to eligible employees shall be determined at the discretion of the Option Committee. The participation of an Executive Director of the Company in the ESOS shall be approved by the shareholders of the Company in the general meeting;

(d) The price payable upon exercise of ESOS shall be based on the weighted average market price of the Company’ssharesasshownintheDailyOfficialListofBursaMalaysiaSecuritiesBerhadforthefive(5)marketdays immediately preceding the date of offer with an allowance of a discount of not more than 10%, or at the par value of the Company’s share, whichever is higher;

(e) In the event that share buy-back exercise of the Company resulting in the number of options that have been offered under the ESOS exceeding 10% of the issued and paid up share capital of the Company, there shall be no granting of additional options at any point in time after the share buy-back, unless the number of options that have been granted under the ESOS falls below 10% of the issued and paid up share capital of the Company;

(f) The new ordinary shares to be issued upon exercise of the ESOS, shall upon issuance and allotment, rank pari passu with the then existing ordinary shares, except that they will not be entitled to dividends, rights, allotments and/or other distributions, declared by the Company which entitlement thereof precedes the allotment date of the new ordinary shares allotted pursuant to the exercise of the ESOS; and

(g) The exercise price and the number of new ordinary shares comprised in the ESOS are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions in the ESOS By-Laws. However, no adjustment shall be made in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company.

The movements in the Company’s ESOS are as follows:

NumberofoptionsoverordinarysharesofRM0.20each

Offer Date

Exercise price perordinary

share

Balance at1.1.2015

’000Granted

’000Lapsed

’000Exercised

’000


’00018June2010 RM0.20 5,790 - 1,185 - 4,605



Employees’ShareOptionScheme(cont’d)

The Company has been granted relief by the Companies Commission of Malaysia from having to disclose the names ofoptionholderswhoweregrantedoptionstosubscribefor less than200,000ordinarysharesofRM0.20each.Thenamesofoptionholderswhoweregrantedoptionstosubscribefor200,000ormoreordinarysharesofRM0.20eachduringthefinancialyearareasfollows:


NameBalance at

1.1.2015 Granted Exercised LapsedBalance at31.12.2015

Dato’ Lim Hui Boon 822,134 - - - 822,134Chien, Chao-Chuan 822,134 - - 822,134 -Adanan Bin Baharum 545,008 - - - 545,008Song Kok Seng 513,834 - - - 513,834Hsieh, Ching Fen 359,684 - - 359,684 -LawShuPin 240,559 - - - 240,559Lee Choon Liang 205,534 - - - 205,534Berlin Malik 204,980 - - - 204,980

DetailsofoptionsgrantedtothosewhoweredirectorsattheendofthefinancialyeararedisclosedinthesectiononDirectors’ interest in this report.

Directors

ThedirectorsoftheCompanyinofficesincethedateofthelastreportare:Datuk Teo TiewDato’ Lim Ooi HongLim Wee KiatDato’ Mohd Shahar Bin Abdul HamidTeeLayPengWongTuckJeongElaine Tan Ai LinChien,Chao-Chuan Resignedon15.7.2015 Directors’ interests

TheshareholdingsintheCompanyanditsrelatedcompaniesofthosewhoweredirectorsattheendofthefinancialyear, as recorded in the Register of Directors’ Shareholdings kept under Section 134 of the Companies Act 1965, are as follows:

NumberofordinarysharesofRM0.20eachBalance as at

1.1.2015 Bought SoldBalance as at

31.12.2015

IntheCompanyShareholdings registered in the

name of directors:Datuk Teo Tiew 100,300 - - 100,300

Other shareholdings in which directors are deemed to have an interest:

Lim Wee Kiat 50,843,000 - - 50,843,000^Dato’ Lim Ooi Hong 50,843,000 - - 50,843,000^



Directors’ interests (cont’d)

NumberofoptionsoverordinarysharesofRM0.20eachBalance as at

1.1.2015 Granted ExercisedBalance as at

31.12.2015

Share options registered in the name of directors:Datuk Teo Tiew 1,027,668 - - 1,027,668Lim Wee Kiat 452,174 - - 452,174

Number of Warrants 2010/2015 overordinarysharesofRM0.20each

Balance as at1.1.2015 Bought Lapsed

Balance as at31.12.2015

Warrants registered in the name of director:Datuk Teo Tiew 39,492 - 39,492 -

Number of Warrants 2011/2016 overordinarysharesofRM0.20each

Balance as at1.1.2015 Bought Sold

Balance as at31.12.2015

Warrants registered in the name of director:Datuk Teo Tiew 11,000 - - 11,000

^ Deemed interested by virtue of his substantial shareholding in Kintron Holding Sdn Bhd pursuant to Section 6A of the Companies Act 1965

NoneoftheotherdirectorsinofficeattheendofthefinancialyearhadanyinterestinthesharesoftheCompanyanditsrelatedcompaniesduringthefinancialyear.

Directors’benefits

Sincetheendofthepreviousfinancialyear,nodirectorhasreceivedorbecomeentitledtoreceiveanybenefit(otherthanabenefitincludedintheaggregateamountofemolumentsreceivedordueandreceivablebythedirectorsasshowninthefinancialstatements)byreasonofacontractmadebytheCompanyorarelatedcorporationwiththedirectororwithafirmofwhichthedirectorisamember,orwithacompanyinwhichthedirectorhasasubstantialfinancialinterestexceptforanybenefitwhichmaybedeemedtohavearisenbyvirtueofthetransactionsbetweenthe Company and certain companies in which certain directors of the Company have interests as disclosed in Note 34.1tothefinancialstatements.

Therewerenoarrangementsduringorattheendofthefinancialyear,whichhadtheobjectofenablingdirectorstoacquirebenefitsbymeansoftheacquisitionofsharesin,ordebenturesof,theCompanyoranyotherbodycorporate.

Otherstatutoryinformation

BeforethefinancialstatementsoftheGroupandtheCompanyweremadeout,thedirectorstookreasonablesteps:

(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtfuldebtsandhadsatisfiedthemselvesthatallknownbaddebtshadbeenwrittenoffandthatadequateprovision had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their expected realisable values.



Otherstatutoryinformation(cont’d)

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

(a) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in thefinancialstatementsoftheGroupandtheCompanyinadequatetoanysubstantialextent;

(b) whichwouldrenderthevaluesattributedtocurrentassets inthefinancialstatementsoftheGroupandtheCompany misleading; and

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

Intheintervalbetweentheendofthefinancialyearandthedateofthisreport:

(a) no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the directors, wouldsubstantiallyaffecttheresultsoftheoperationsoftheGroupandtheCompanyforthefinancialyearinwhich this report is made; and

(b) no charge has arisen on the assets of the Group and the Company which secures the liability of any other person nor have any contingent liabilities arisen in the Group and the Company.

No contingent or other liability of the Group and the Company has become enforceable or is likely to become enforceablewithintheperiodoftwelvemonthsaftertheendofthefinancialyearwhich,intheopinionofthedirectors,will or may affect the ability of the Group and the Company to meet its obligations as and when they fall due.

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or thefinancialstatements,whichwouldrenderanyamountstated inthefinancialstatementsoftheGroupandtheCompany misleading.

Auditors

Theauditors,MessrsRussellBedfordLC&Company,haveindicatedtheirwillingnesstocontinueinoffice.

Signed on behalf of the Boardin accordance with a resolution of the directors,

DATUK TEO TIEW

DATO’ LIM OOI HONG

Kuala Lumpur

Date:28March2016


Statement ByDirectors

ThedirectorsofHOWAHGENTINGBERHADstate that, in theopinionof thedirectors, theaccompanyingfinancialstatements are drawn up in accordance with the provisions of the Companies Act 1965 and the Malaysian Financial ReportingStandards,soastogiveatrueandfairviewofthefinancialpositionoftheGroupandoftheCompanyasat31December2015,andoftheirfinancialperformanceandtheircashflowsfortheyearendedonthatdate.

The supplementary information set out inNote 39,which is notpart of the financial statements, is prepared inallmaterial respects, in accordance with Guidance on Special Matter No.1 “ Determination of Realised and Unrealised ProfitsorLossesintheContextofDisclosurePursuanttoBursaMalaysiaSecuritiesBerhadListingRequirements”asissuedby the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Boardin accordance with a resolution of the directors,

DATUK TEO TIEW

DATO’ LIM OOI HONG

Kuala LumpurDate:28March2016

Statutory Declaration

I, DATUK TEO TIEW, being the director primarily responsible for the financial management of HO WAH GENTINGBERHAD,dosolemnlyandsincerelydeclarethattothebestofmyknowledgeandbelief,theaccompanyingfinancialstatements are 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.

Subscribed and solemnly declared by the )above named DATUK TEO TIEW at Kuala ) LumpurinWilayahPersekutuanon28March2016 ) DATUK TEO TIEW

Before me,

Mohan A.S. Maniam No.W521 COMMISSIONER FOR OATHS


Report Of The Independent AuditorsTo The Members Of Ho Wah Genting Berhad

1. Reportonthefinancialstatements

WehaveauditedtheaccompanyingfinancialstatementswhichcomprisethestatementoffinancialpositionoftheGroupandoftheCompanyasat31December2015,andtherelatedstatementsofcomprehensiveincome,changesinequityandcashflowsfortheyearthenended,andasummaryofsignificantaccountingpolicies and other explanatory information.

1.1 Directors’responsibilityforthefinancialstatements

ThedirectorsoftheCompanyareresponsibleforthepreparationoffinancialstatementssoastogivea true and fair view in accordance with the Companies Act 1965 (“Act”) and the Malaysian Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparationoffinancialstatementsthatarefreefrommaterialmisstatement,whetherduetofraudorerror.

1.2 Auditors’responsibility

Itisourresponsibilitytoformanindependentopinion,basedonouraudit,onthesefinancialstatementsand to report our opinion solely to you, as a body, in accordance with Section 174, of the Act, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the content of this report.

We conducted our audit in accordance with the Approved Standards on Auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurancewhetherthefinancialstatementsarefreefrommaterialmisstatement.

An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. Theprocedures selecteddependon theauditor’s judgment, including theassessmentof the risksofmaterialmisstatementof thefinancial statements,whetherdue to fraudorerror. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparationoffinancialstatementsthatgiveatrueandfairviewinordertodesignauditproceduresthat 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 management, as wellasevaluatingtheoverallpresentationofthefinancialstatements.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisfor our audit opinion.

1.3 Opinion

Inouropinion,thefinancialstatementshavebeenproperlydrawnupinaccordancewiththeActandtheMalaysianFinancialReportingStandards,soastogiveatrueandfairviewofthefinancialpositionoftheGroupandoftheCompanyasat31December2015,andoftheirfinancialperformanceandtheircashflowsfortheyearendedonthatdate.


Report Of The Independent Auditors (Cont’d)To The Members Of Ho Wah Genting Berhad

2. Reportonotherlegalandregulatoryrequirements

In accordance with the requirements of the Act, we also report on 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 by its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) Wehaveconsidered thefinancial statementsand theauditors’ reports thereonof thesubsidiariesofwhichwehavenotactedasauditors,asindicatedinNote14tothefinancialstatements,beingfinancialstatementsthathavebeenincludedintheGroup’sfinancialstatements.

(c) WearesatisfiedthatthefinancialstatementsofthesubsidiariesthathavebeenconsolidatedwiththeCompany’sfinancialstatementsareinformandcontentappropriateandproperforthepurposesofthepreparationoftheGroup’sfinancialstatementsandwehavereceivedsatisfactoryinformationandexplanations required by us for those purposes.

(d) Theauditors’reportsonthefinancialstatementsofthesubsidiarieswerenotsubjecttoanyqualificationmaterialinrelationtotheGroup’sfinancialstatementsanddidnotincludeanycommentmadeunderSection 174(3) of the Act.

3. Other reporting responsibilities

The supplementary information set out in Note 39 is disclosed to meet the requirement of Bursa Malaysia SecuritiesBerhadandisnotpartofthefinancialstatements.Thedirectorsareresponsibleforthepreparationof the supplementary information in accordance with Guidance on Special Matter No. 1 “Determination of RealisedandUnrealisedProfitsorLossesintheContextofDisclosurePursuanttoBursaMalaysiaSecuritiesBerhadListing 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.

RUSSELL BEDFORD LC & COMPANY LOH KOK LEONGAF 1237 1965/06/17(J) CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT

Kuala LumpurDate:28March2016


Statements Of Comprehensive IncomeForTheYearEnded31December2015

Group Company

Note2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Revenue 4 188,731 191,027 200 742Cost of sales 5 (198,072) (190,125) - -

Gross(loss)/profit (9,341) 902 200 742Other operating income 15,458 5,839 3,434 2,885Distribution costs (2,972) (3,183) - -Administrative expenses (14,371) (12,612) (6,235) (5,931)Other operating expenses (5,204) (9,527) (2,021) (38,841)

Loss from operations (16,430) (18,581) (4,622) (41,145)Finance costs (3,834) (4,592) (2) (3)Share in losses of associate - (74) - -

Loss before tax 7 (20,264) (23,247) (4,624) (41,148)Income tax expense 8 119 (190) 62 62

Netlossfortheyear (20,145) (23,437) (4,562) (41,086)Other comprehensive income/(loss):Itemsthatwillnotbereclassifiedsubsequentlytoprofitorloss: 8Remeasurement of net retirement benefitobligations (36) (52) - -

Itemsthatmaybereclassifiedsubsequentlytoprofitorloss: 8

Loss on fair value changes on availableforsalefinancialassets- current year - (7) - --transfertoprofitorloss 60 - - -

Foreign currency translation differences (1,755) (379) - -Other comprehensive loss fortheyear,netoftax (1,731) (438) - -

Totalcomprehensivelossfortheyear (21,876) (23,875) (4,562) (41,086)

Loss attributable to:Owners of the Company (16,252) (21,586) (4,562) (41,086)Non controlling interests (3,893) (1,851) - -

(20,145) (23,437) (4,562) (41,086)

Total comprehensive loss attributable to:Owners of the Company (17,983) (22,024) (4,562) (41,086)Non controlling interests (3,893) (1,851) - -

(21,876) (23,875) (4,562) (41,086)

Loss per share (sen)Basic 9 (2.72) (3.65)Diluted 9 - -

Theaccompanyingnotesformanintegralpartofthefinancialstatements.


Statements Of Financial PositionAsAt31December2015

Group Company

Note2015

RM’0002014

RM’0002015

RM’0002014

RM’000Non current assetsProperty,plantandequipment 10 66,552 58,722 9,257 9,787Investment properties 11 - - - -Exploration and evaluation assets 12 - 4,473 - -Intangible assets 13 27 78 - -Investment in subsidiaries 14 - - 52,923 54,999Investment in an associate 15 - - - -Otherfinancialassets 16 - 5,990 - 5,890Goodwill on consolidation 17 - - - -

66,579 69,263 62,180 70,676Current assetsInventories 19 22,418 55,031 - -Trade receivables 20 11,756 8,809 - -Other receivables, deposits and prepayments 21 6,044 5,043 50,802 47,169Tax recoverable 60 46 - -Fixed deposits with licensed banks 22 278 235 - -Cash and bank balances 23 3,956 11,612 3,236 1,287

44,512 80,776 54,038 48,456

Current liabilitiesTrade payables 24 24,186 32,648 - -Other payables and accruals 25 24,366 20,660 48,387 47,300Hirepurchaseandfinanceleaseliabilities 26 15 52 - 31Short term borrowings 27 7,322 19,813 - -

55,889 73,173 48,387 47,331Net current (liabilities)/assets (11,377) 7,603 5,651 1,125Non current liabilitiesOther payables and accruals 25 - - 990 2,333Hirepurchaseandfinanceleaseliabilities 26 22 63 - 26Long term loans 28 25,326 27,592 - -Retirementbenefitobligations 29 2,117 1,840 - -Deferred tax liabilities 18 1,965 2,076 1,180 1,242

(29,430) (31,571) (2,170) (3,601)25,772 45,295 65,661 68,200

Representedby:Share capital 30 120,229 118,206 120,229 118,206Reserves 32 (81,765) (63,666) (54,568) (50,006)EquityattributabletoownersoftheCompany 38,464 54,540 65,661 68,200Non controlling interests (12,692) (9,245) - -Totalequity 25,772 45,295 65,661 68,200



Statements OfChangesInEquityForTheYearEnded31December2015

Non

-dist

ribut

able

rese

rve

Dist

ribut

able

rese

rve

Gro

up

Shar

eca

pita

lRM

’000

Shar

e pr

emiu

mRM

’000

Reva

luat

ion

rese

rve

RM’0

00

Employ

eesh

are

optio

nre

serv

eRM

’000

War

rant

rese

rve

RM’0

00

Fore

ign

curre

ncy

trans

latio

nre

serv

eRM

’000

Fair

valu

ead

just

men

tre

serv

eRM

’000

Oth

erre

serv

eRM

’000

Acc

umul

ated

loss

esRM

’000

Equity

attri

buta

ble

to o

wne

rs

of th

e Com

pany

RM’0

00

Non

cont

rolli

ngin

tere

sts

RM’0

00

Tota

leq

uity

RM’0

00

At1Jan

uary2015

118,206

21,606

6,57

7352

13,6

40(602)

(60)

(13,

640)

(91,

539)

54,5

40(9,245)

45,295

Trans

actio

ns w

ith o

wne

rs:

Disp

osal

of a

subs

idia

ry-

--

--

--

--

-34

934

9A

cqui

sitio

n of

ad

ditio

nal s

hare

s in

a

subs

idia

ry

--

--

--

--

(116

)(1

16)

97(1

9)Warrant2010/2015

- exe

rcise

d2,023

--

-(7

59)

--

759

-2,023

-2,023

- lap

sed

--

--

(9,925)

--

9,925

--

--

Empl

oyee

shar

e op

tions

laps

ed-

--

(73)

--

--

73-

--

Tota

l tra

nsac

tions

with

ow

ners

2,023

--

(73)

(10,

684)

--

10,6

84(4

3)1,

907

446

2,353

Rem

easu

rem

ent o

f net

retirem

entb

enefit

oblig

atio

ns-

--

--

--

-(3

6)(3

6)-

(36)

Recycled

toprofitor

loss

--

--

--

60-

-60

-60

Fore

ign

curre

ncy

tra

nsla

tion

diffe

renc

es-

--

--

(1,7

55)

--

-(1

,755

)-

(1,7

55)

Oth

er c

ompr

ehen

sive

loss

for t

he y

ear

--

--

-(1

,755

)60

-(3

6)(1

,731

)-

(1,7

31)

Net

loss

for t

he y

ear

--

--

--

--

(16,252)

(16,252)

(3,8

93)

(20,145)

Tota

l com

preh

ensiv

e lo

ss fo

r the

yea

r-

--

--

(1,7

55)

60-

(16,288)

(17,

983)

(3,8

93)

(21,876)

At31Dec

embe

r2015

120,

229

21,6

066,

577

279

2,95

6(2

,357

)-

(2,9

56)

(107

,870

)38

,464

(12,

692)

25,7

72

Theac

compa

nyingno

tesformanintegralparto

fthe

fina

ncialstatemen

ts.


Statements OfChangesInEquity(Cont’d)ForTheYearEnded31December2015

Non

-dist

ribut

able

rese

rve

Dist

ribut

able

rese

rve

Gro

up

Shar

eca

pita

lRM

’000

Shar

e pr

emiu

mRM

’000

Reva

luat

ion

rese

rve

RM’0

00

Employ

eesh

are

optio

nre

serv

eRM

’000

War

rant

rese

rve

RM’0

00

Fore

ign

curre

ncy

trans

latio

nre

serv

eRM

’000

Fair

valu

ead

just

men

tre

serv

eRM

’000

Oth

erre

serv

eRM

’000

Acc

umul

ated

loss

esRM

’000

Equity

attri

buta

ble

to o

wne

rs

of th

e Com

pany

RM’0

00

Non

cont

rolli

ngin

tere

sts

RM’0

00

Tota

leq

uity

RM’0

00

At1Jan

uary2014

118,206

21,606

6,57

7352

13,6

40(223)

(53)

(13,

640)

(69,

901)

76,5

64(7

,408

)69

,156

Trans

actio

ns w

ith o

wne

rs:

Acq

uisit

ion

of su

bsid

iary

--

--

--

--

--

1414

Rem

easu

rem

ent o

f ne

t ret

irem

ent

bene

fitobligations

--

--

--

--

(52)

(52)

-(52)

Net

loss

on

fair

valu

e

chan

ges o

f av

aila

ble

for s

ale

finan

cialassets

--

--

--

(7)

--

(7)

-(7

)Fo

reig

n cu

rrenc

y tra

nsla

tion

diff

eren

ces

--

--

-(3

79)

--

-(3

79)

-(3

79)

Oth

er c

ompr

ehen

sive

loss

for t

he y

ear

--

--

-(3

79)

(7)

-(52)

(438

)-

(438

)

Net

loss

for t

he y

ear

--

--

--

--

(21,586)

(21,586)

(1,8

51)

(23,437)

Tota

l com

preh

ensiv

e lo

ss fo

r the

yea

r-

--

--

(379

)(7

)-

(21,638)

(22,024)

(1,8

51)

(23,875)

At31Dec

embe

r2014

118,

206

21,6

066,

577

352

13,6

40(6

02)

(60)

(13,

640)

(91,

539)

54,5

40(9

,245

)45

,295

Theac

compa

nyingno


fthe

fina

ncialstatemen

ts.


Statements OfChangesInEquity(Cont’d)ForTheYearEnded31December2015

Non

-dist

ribut

able

rese

rve

Dist

ribut

able

rese

rve

Com

pany

Shar

eca

pita

lRM

’000

Shar

e pr

emiu

mRM

’000

Reva

luat

ion

rese

rve

RM’0

00

Employ

eesh

are

optio

nre

serv

eRM

’000

War

rant

rese

rve

RM’0

00

Oth

erre

serv

eRM

’000

Acc

umul

ated

loss

esRM

’000

Tota

leq

uity

RM’0

00At1Jan

uary2014

118,206

21,606

3,91

0352

13,6

40(1

3,64

0)(3

4,78

8)109,286

Net

loss

/Tot

al c

ompr

ehen

sive

loss

for t

he y

ear

--

--

--

(41,

086)

(41,

086)

At31Dec

embe

r2014

118,206

21,606

3,91

0352

13,6

40(1

3,64

0)(7

5,87

4)68,200

Tran

sact

ions

with

ow

ners:

Warrant2010/2015

- exe

rcise

d2,023

--

-(7

59)

759

-2,023

- lap

sed

--

--

(9,925)

9,925

--

Empl

oyee

shar

e op

tions

laps

ed-

--

(73)

--

73-

Tota

l tra

nsac

tions

with

ow

ners

2,023

--

(73)

(10,

684)

10,6

8473

2,023

Net

loss

/ Tot

al c

ompr

ehen

sive

loss

for t

he y

ear

--

--

--

(4,562)

(4,562)

At31Dec

embe

r2015

120,

229

21,6

063,

910

279

2,95

6(2

,956

)(8

0,36

3)65

,661

Theac

compa

nyingno


fthe

fina

ncialstatemen

ts.


Statements Of Cash Flows ForTheYearEnded31December2015

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Cashflowsfrom/(usedin)operatingactivitiesLoss before tax (20,264) (23,247) (4,624) (41,148)Adjustments for:Allowance for doubtful debts 43 1,212 45 2,179Amortisationoffinancialguaranteeliabilities - - (1,449) (2,460)Amortisation of intangible assets 51 80 - -Bad debts written off 647 11 514 11Depreciation

- property, plant and equipment 5,009 4,180 589 587- investment properties - 236 - 236

Deposits written off - 115 - -Gain on bargain purchase - (63) - -Gain on disposal of subsidiary (4,509) (43) - -Gross dividend income from quoted investments in Malaysia - (3) - -Gainondisposalofavailableforsalefinancialassets (1,864) (426) (1,918) (426)(Gain)/Loss on disposal of property, plant and

equipment (82) (59) - -Loss on disposal of investment properties - 615 - 615Impairment loss on goodwill - 3,025 - -Impairment loss of investment in an associate - - - 43Impairment loss of investment in subsidiaries - - 1,975 34,081Impairmentlossofavailableforsalefinancialassets - 2,538 - 2,538Interest expense 3,834 4,592 2 3Interest income (121) (17) (67) -Inventories written off 310 - - -Loss on remeasurement of previously held equity

interest in associate - 92 - -Property,plantandequipmentwrittenoff 325 - - -Retirementbenefitobligations 1,200 331 - -Share in losses of associates - 74 - -Unrealised gain on foreign exchange (3,686) (546) - -Unrealised loss on foreign exchange 862 56 324 79

Operating loss before working capital changes (18,245) (7,247) (4,609) (3,662)Decrease/(Increase) in inventories 38,336 (6,999) - -Decrease in trade and other receivables 649 12,271 1,397 114(Decrease)/Increase in trade and other payables (6,174) 9,563 (248) 3,334

Cash generated from/(used in) operations 14,566 7,588 (3,460) (214)Income tax refunded - 2 - -Interest paid (3,159) (4,592) (2) (3)Retirementbenefitspaid (1,184) (124) - -Interest received 121 17 67 -

Net cash from/(used in) operating activities 10,344 2,891 (3,395) (217)



Statements Of Cash Flows (Cont’d)ForTheYearEnded31December2015

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Cashflowsfrom/(usedin)investingactivitiesIncreaseinfixeddeposits/sinkingfundpledged (43) (5,047) - -Dividends received - 3 - -Proceedsfromdisposalofproperty,plant

and equipment 286 105 - -Proceedsfromdisposalofsubsidiaries 139 - 120 -Proceedsfromdisposalofavailableforsale financialassets 7,914 4,573 7,808 4,573

Proceedsfromdisposalofinvestmentproperties - 8,300 - 8,300Purchaseofproperty,plantandequipment (4,061) (2,768) (9) (54)Paymentforexplorationandevaluationassets (57) (67) - -Acquisition of shares in subsidiaries (19) (1,249) (19) (1,450)

Net cash from investing activities 4,159 3,850 7,900 11,369

Cashflowsfrom/(usedin)financingactivitiesProceedsfromissueofshares 2,023 - 2,023 -Proceedsfromtermloan 38 1,188 - -Proceedsfromtradefinance 17,084 141,318 - -Repaymentsoftradefinance (23,791) (143,760) - -Repayments of term loans (7,036) (5,454) - -Repaymentsofhirepurchaseandfinance

lease liabilities (78) (65) (57) (34)Advances to subsidiaries - - (4,522) (10,160)

Netcashusedinfinancingactivities (11,760) (6,773) (2,556) (10,194)

Exchange differences (3,511) (1,612) - -

Net (decrease)/increase in cash and cashequivalents (768) (1,644) 1,949 958

Cash and cash equivalents at beginning of year 4,724 6,368 1,287 329

Cashandcashequivalentsatendofyear 3,956 4,724 3,236 1,287

Cashandcashequivalentscomprise:Cash and bank balances 3,956 11,612 3,236 1,287Fixed deposits with licensed banks 278 235 - -

4,234 11,847 3,236 1,287Less: Fixed deposits pledged (278) (235) - -

Sinking fund account - (6,888) - -

3,956 4,724 3,236 1,287



Notes To The Financial Statements31December2015

1. General information

The principal activities of the Company are that of an investment holding company and the provision of management services. The principal activities of the subsidiaries are disclosed in Note 14.

TherehavebeennosignificantchangesinthenatureoftheseactivitiesduringthereportingperiodexceptthattheCompanyhasdisposedoftwoofitssubsidiaries,OrientSunMotorsSdnBhdandVitaxelSdnBhd. The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.

TheCompany’sregisteredofficeandprincipalplaceofbusinessarelocatedatWismaHoWahGenting,No.35,JalanMaharajalela,50150KualaLumpur.

ThefinancialstatementsoftheGroupandtheCompanywereapprovedandauthorisedforissuebytheBoardofDirectorson28March2016.

2. Principal accounting policies

2.1 Statement of compliance

ThefinancialstatementsoftheGroupandtheCompanyhavebeenpreparedandpresentedinaccordancewith the provisions of the Companies Act 1965 and the Malaysian Financial Reporting Standards.

The financial statements also complywith the International Financial Reporting Standards as issuedby theInternational Accounting Standards Board.

2.2 Basisofpreparationofthefinancialstatements

2.2.1 Basis of accounting

Thefinancialstatementshavebeenpreparedunderthehistoricalcostconventionandanyotherbasesdescribedinthesignificantaccountingpoliciesassummarisedbelow.

The Group has adopted the new and revised Malaysian Financial Reporting Standards (“MFRSs”) and their related interpretations that become mandatory for the current reporting period. The adoption of thesenewandrevisedMFRSsandICinterpretationsdoesnotresultinsignificantchangesinaccountingpolicies of the Group.

The Group has not adopted the new standards, amendments to published standards and IC interpretations that have been issued but not yet effective. These new standards, amendments to publishedstandardsandICinterpretationsdonotresultinsignificantchangesinaccountingpoliciesofthe Group upon their initial application other than the following:

(i) MFRS9FinancialInstruments(effectiveforfinancialperiodsbeginningonorafter1January2018)

MFRS9 retainsbut simplifies themixedmeasurementmodel inMFRS139andestablishes threeprimarymeasurement categories for financial assets: amortised cost, fair value through profitor lossand fair value throughothercomprehensive income (“OCI”). Thebasisofclassificationdepends on the entity’s businessmodel and the contractual cash flow characteristics of thefinancialassets.Investmentsinequityinstrumentsarealwaysmeasuredatfairvaluethroughprofitor loss with an irrevocable option at the inception to present changes in fair value in OCI (provided the instrument is not held for trading). A debt instrument is measured at amortised cost only if the entity isholdingittocollectcontractualcashflowsandthecashflowsrepresentprincipalandinterest.

Forfinancialliabilities,therewerenochangestoclassificationandmeasurementexceptfortherecognition of changes in own credit risk in other comprehensive income, for liabilities designated atfairvaluethroughprofitorloss,unlessthiscreatesanaccountingmismatch.

There is now a new expected credit losses model on impairment for all financial assets thatreplaces the incurred loss impairment model used in MFRS 139. The expected credit losses model is forward looking and eliminates the need for a trigger event to have occurred before credit losses are recognised.


Notes To The Financial Statements (Cont’d)31December2015

2. Principal accounting policies (cont’d)

2.2 Basisofpreparationofthefinancialstatements(cont’d)

2.2.1 Basis of accounting (cont’d)

(ii) MFRS15RevenuefromContractswithCustomers(effectiveforfinancialperiodsbeginningonorafter1January2018)

MFRS 15 supersedes MFRS 118 Revenue and introduces a new principle of revenue recognition. The core principle of MFRS 15 is that an entity recognises revenue to depict the transfer of promised goodsorservicestocustomersinanamountthatreflectstheconsiderationtowhichtheentityexpects to be entitled in exchange for those goods or services. MFRS 15 have established the core principleofrevenuerecognitionbyapplyingthefollowingfive(5)steps:

1. Identify the contract(s) with a customer2. Identifytheperformanceobligationsinthecontract3. Determine the transaction price4. Allocate the transaction price to the performance obligations in the contract5. Recogniserevenuewhen(oras)theentitysatisfiesaperformanceobligation

MFRS 15 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature,amount,timinganduncertaintyofrevenueandcashflowsarisingfromtheCompany’scontractswith customers.

The Group is in the process of making an assessment of where the impact of those amendments, new standards and new interpretations is expected to be in the period of initial application.

2.2.2 Significantaccountingpolicies

Functionalandpresentationcurrency

TheindividualfinancialstatementsofeachentityintheGrouparemeasuredusingthecurrencyoftheprimary economic environment in which the entity operates (“functional currency”). The consolidated financialstatementsarepresentedinRinggitMalaysia(“RM”),whichisalsotheCompany’sfunctionalcurrency and all values are rounded to the nearest thousand (“RM’000”) except when otherwise indicated.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and itssubsidiariesasatthereportingdate.ThefinancialstatementsofthesubsidiariesusedinthepreparationoftheconsolidatedfinancialstatementsarepreparedforthesamereportingdateastheCompany.Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Acquisitionsof subsidiariesareaccounted forbyapplying theacquisitionmethod. Identifiableassetsacquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are recognised as expenses in the periods in which the costs are incurred and the services are received.

In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profitorloss.

For each business combination, non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured either at fair value or at the present ownership instruments’ proportionate share of the recognised amountsoftheacquiree’sidentifiablenetassets.Allothercomponentsofnon-controllinginterestsshallbe measured at their acquisition-date fair values, unless another measurement basis is required by MFRSs.




2.2.2 Significantaccountingpolicies (cont’d) Basis of consolidation (cont’d)

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously heldequityinterestintheacquiree(ifany),overthenetfairvalueoftheacquiree’snetidentifiableassetsandliabilitiesisrecordedasgoodwillinthestatementoffinancialposition.Ininstanceswherethelatteramountexceedstheformer,theexcessisrecognisedasagainonbargainpurchaseinprofitorlossonthe acquisition date.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and is presented separately in the consolidated statement of comprehensive incomeandwithinequity in theconsolidated statementof financialposition, separately fromequityattributable to owners of the Company. Non-controlling interests in the results of the Group is presented inthestatementofcomprehensiveincomeasanallocationoftheprofitorlossandthecomprehensiveincome for the reporting period between non-controlling interests and the owners of the Company. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interestsevenifdoingsocausesthenon-controllingintereststohaveadeficitbalance.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling andnon-controllinginterestsareadjustedtoreflectthechangesintheirrelativeinterestsinthesubsidiary.Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to owners of the parent.

Revenue and income recognition

Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised upon delivery of goods and the risk and rewards of ownership have passed to the customers.

Revenue from services rendered is recognised when the services are rendered.

Revenue from customer loyalty award is recognised when the obligation in respect of the award is fulfilled.

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

Interest income is recognised as it accrues (using the effective interest rate method) unless collectibility is in doubt.

Rental income is recognised as it accrues unless collectibility is in doubt.

Commission income is recognised when the services are rendered.





2.2.2 Significantaccountingpolicies(cont’d)

Customerloyaltyaward

The Group operates loyalty programmes which allow customers to accumulate redemption points when they purchase products from the Group. The redemption points can then be used to purchase a selection of products at discounted price or redeem products.

The Group allocates consideration received from the sale of goods to the goods sold and the redemption points issued that are expected to be redeemed.

The consideration allocated to the redemption points issued is measured at fair value of the redemption points. It is recognised as a liability (deferred revenue) in the statements of financial position andrecognised as a revenue when the points are redeemed, have expired or are no longer expected to be redeemed. The amount of revenue recognised is based on the number of points that have been redeemed, relative to the number expected to be redeemed.

Foreign currencies

(i) Foreign currencies transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary itemsatthereportingdatearerecognisedinprofitorloss.

Exchange differences arising on the translation of non-monetary items carried at fair value are included inprofitor loss for the reportingperiodexcept for thedifferencesarisingon thetranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. Exchange differences arising from such non-monetary items are also recognised in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations are translated into Ringgit Malaysia at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currencytranslationreserverelatingtothatparticularforeignoperationisrecognisedinprofitorloss.






Foreign currencies (cont’d)

(iii) Exchange rates

The principal exchange rates for every unit of foreign currency used are as follows:

2015RM

2014RM

100 Indonesian Rupiah 0.03 0.03100 New Taiwan Dollar 13.08 11.05100 Hong Kong Dollar 55.40 45.081 United States Dollar 4.29 3.501 Singapore Dollar 3.04 2.65

Employeebenefits

(i) Shorttermbenefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the reporting period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Definedcontributionplans

ObligationsforcontributionstodefinedcontributionplanssuchasEmployeesProvidentFundarerecognisedasanexpenseinprofitorlossasincurred.

(iii) Definedbenefitplans

Definedbenefitplansarepostemploymentbenefitplansotherthandefinedcontributionplansandunderwhichthepensionbenefitspayabletoemployeesareusuallydeterminedbyreferenceto employee’s earning and/or length of service.

TheGroupoperatesanunfundeddefinedbenefitplanforeligibleemployees.

Thedefinedbenefitliabilityrecognisedisthenettotalofthepresentvalueofthedefinedbenefitobligation at the reporting date together with adjustments for unrecognised past service cost. The Groupdeterminesthepresentvalueofthedefinedbenefitobligationwithsufficientregularitythattheamountsrecognisedinthefinancialstatementsdonotdiffermateriallyfromtheamountsthatwould be determined at the end of the reporting period.

The present value of the defined benefit obligation is determined on an annual basis by independent qualified actuaries using the Projected Unit Credit Method, by discountingestimatedfuturecashoutflowsusinginterestratesofhighqualitycorporatebondsormarketratesongovernmentbondsthataredenominatedinthecurrencyinwhichthebenefitswillbepaid,andthathavetermstomaturityapproximatingtothetermsofthedefinedbenefitobligation.

Remeasurements comprising actuarial gains or losses arising from experience adjustments or changes in actuarial assumptions are charged or credited to equity through other comprehensive income in the reporting period in which they arise. Remeasurements are recognised in retained earningswithinequityandarenotreclassifiedtoprofitorlossinsubsequentperiods.






Employeebenefits(cont’d)

(iii) Definedbenefitplans(cont’d)

Pastservicecostisrecognisedonastraightlinebasisovertheaverageperioduntilthebenefitsbecomevestedortotheextentthatthebenefitsarealreadyvestedfollowingtheintroductionof,orchangesto,thedefinedbenefitplan,thepastservicecostisrecognisedimmediatelyinprofitor loss.

(iv) Employee share option plans

Employees of the Group receive remuneration in the form of share options as consideration for services rendered. The cost of these equity-settled transactions with the employees is measured by reference to the fair value of the options at the date on which the options are granted. This cost isrecognisedinprofitor loss,withacorrespondingincreaseintheemployeeshareoptionreserve over the vesting period. The cumulative expense recognised at each reporting date until thevestingdatereflectstheextenttowhichthevestingperiodhasexpiredandtheGroup’sbestestimatesofthenumberofoptionsthatwillultimatelyvest.Thechargeorcredittoprofitorlossfora period represents the movement in the cumulative expense recognised at the beginning and end of the reporting period.

No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market or non-vesting condition, which are treated as vested irrespective of whetherornotthemarketornon-vestingconditionissatisfied,providedthatallotherperformanceand/orserviceconditionsaresatisfied.Theemployeeshareoptionreserveistransferredtoretainedearnings upon expiry of the share options. When the options are exercised, the employee share option reserve is transferred to share premium account when new shares are issued.

Income tax

Incometaxonprofitorlossforthereportingperiodcomprisescurrentanddeferredtax.Currenttaxistheexpectedamountofincometaxespayableinrespectofthetaxableprofitforthereportingperiodandis measured using the tax rates that have been enacted at the reporting date.

Deferred tax is provided for, using the ‘liability’ method, on temporary differences at the reporting date betweenthetaxbasesofassetsandliabilitiesandtheircarryingamounts inthefinancialstatements.In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax creditstotheextentthatitisprobablethattaxableprofitwillbeavailableagainstwhichthedeductibletemporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax is measured at the tax rates that are expected to apply in the reporting period when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at thereportingdate.Deferredtaxisrecognisedinprofitorloss,excepttotheextentthatitrelatestoitemsrecognised directly in equity or other comprehensive income, in which case it is recognised in equity or other comprehensive income.

Deferred tax assets and liabilities are offset if there is legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.






Impairmentofnonfinancialassets

The carrying amount of assets (other than financial assets) subject to accounting for impairment isreviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds itsrecoverableamount.Impairmentlossisrecognisedinprofitorlossinthereportingperiodinwhichitarises, unless, the asset is carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed the amount held in asset revaluation reserve for the same asset.

The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing valueinuse,estimatedfuturecashflowsarediscountedtotheirpresentvalueusingapre-taxdiscountratethat reflectscurrentmarketassessmentsof thetimevalueofmoneyandtherisksspecifictotheasset.Foranassetthatdoesnotgeneratelargelyindependentcashinflows,therecoverableamountisdetermined for the cash-generating unit to which the asset belongs.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment losshadbeenrecognised.Thereversalisrecognisedinprofitorloss,unlesstheassetiscarriedatrevaluedamount, in which case, such reversal is treated as a revaluation increase.

Property,plantandequipmentanddepreciation

Property, plant and equipment are stated at cost or valuation less accumulated depreciation andimpairment losses, if any.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,onlywhenit isprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowto the Group and the cost of the item can be measured reliably. The carrying amount of the replaced partisderecognised.Allotherrepairsandmaintenancearechargedtoprofitorlossduringthereportingperiod in which they are incurred.

Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal proceedsandthecarryingamountoftheassetandisrecognisedinprofitorloss.

The Group adopted the revaluation method to measure its entire class of buildings. Buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated depreciation and impairment losses, if any. Fair value is determined from market-based evidence by appraisalthatisundertakenbyprofessionallyqualifiedvaluers.Buildingsarerevaluedataregularintervalofeveryfive(5)yearswithadditionalvaluationsintheintervalyearswheremarketconditionsindicatethat the carrying values of the revalued buildings materially differ from the market value.

An increase arising from revaluation is recognised in other comprehensive income and accumulated in equityundertherevaluationreserve.Anydecreasearisingisfirstoffsetagainsttherevaluationsurplusonanearliervaluationinrespectofthesamepropertyandthereafterchargedtoprofitorloss.

A revaluation increase is recognised as income to the extent that it reverses a revaluation decrease of the same property previously charged as an expense. Upon the disposal of revalued assets, the amounts inrevaluationreserverelatingtothoseassetsaretransferreddirectlytoretainedprofits.

Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

No depreciation is provided on freehold land.






Property,plantandequipmentanddepreciation(cont’d)

Depreciation on other property, plant and equipment is calculated to write off the cost of the assets to its residual values on a straight line basis at the following annual rates based on their estimated useful lives except for mine properties and plant and equipment used in mining. Mine properties and plant and equipment used in mining are depreciated using the unit-of-production method based on economically recoverable ore reserves over the estimated useful lives of the assets and the tenure of the mining lease, whichever is shorter.

The principal depreciation rates are as follows:

Buildings 2%- 3%Plantandmachinery Unit-of-production,10%-20%Furniture,fittingsandequipment 10%-25%Motor vehicles 10%-20%Renovations 3.33% - 10%Mines properties Unit-of-production

The residual values, useful life and depreciation method are reviewed at each reporting date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expectedpatternofconsumptionofthefutureeconomicbenefitsembodiedintheitemsofproperty,plant and equipment.

Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are stated at cost, including transaction costs less accumulated depreciation and impairment losses, if any.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,onlywhenit isprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowto the Group and the cost of the item can be measured reliably. The carrying amount of the replaced partisderecognised.Allotherrepairsandmaintenancearechargedtoprofitorlossduringthereportingperiod in which they are incurred.

Depreciation on leasehold land and building recognised as investment properties is calculated to write off the cost of the assets on a straight line basis over their lease period of 36 years.

Investment properties are derecognised when either they have been disposed of or when the investment propertyispermanentlywithdrawnfromuseandnofutureeconomicbenefitisexpectedfromitsdisposal.Anygainsorlossesontheretirementordisposalofaninvestmentpropertyarerecognisedinprofitorlossin the reporting period in which they arise.






Exploration and evaluation expenditure

Exploration and evaluation expenditure comprises costs which are directly attributable to researching and analysing existing exploration data, conducting geological studies, exploratory drilling and sampling, examining and testing extraction and treatment methods, and compiling pre-feasibility and feasibility studies. Exploration and evaluation expenditure also includes the costs incurred in the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects.

Exploration and evaluation expenditure is capitalised. If a project is not proven to be viable, all irrecoverablecostsassociatedwiththeprojectareexpensedinprofitorloss.Capitalisedexplorationandevaluationexpendituresarestatedinthestatementoffinancialpositionatcostlessimpairmentlosses.

Once reserves are established and development is sanctioned, exploration and evaluation expenditure are tested for impairment and transferred to property, plant and equipment. All subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalised as “Mine properties” which is disclosed as a component of property, plant and equipment.

Intangible assets

Intangible assets comprising mining right and Multi-Level Marketing licence acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. Intangible assets are amortised on a straight line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method for intangible assets are reviewed at each reporting date.

Gain or losses arising from derecognition of an intangible asset are measured as the difference between thenetdisposalproceedsandthecarryingamountoftheassetandarerecognisedinprofitorlosswhenthe asset is derecognised.

(i) Mining right

Mining right is amortised using the straight line method based on economically recoverable ore reserves over the lease term of 10 years.

(ii) Multi-Level Marketing licence

Multi-Level Marketing licence is amortised on a straight line basis over its remaining licence period of20months.

Investment in subsidiaries

Subsidiaries are those companies controlled by the Company. Control exists when these three elements are met: (a) power by investor over an investee, (b) exposure, or rights to variable returns from investor’s involvement with the investee, and (c) investor’s ability to affect those returns through its power over the investee.

The Company’s investment in subsidiaries is stated at cost less impairment losses, if any.






Investment in associates

AnassociateisacompanyinwhichtheGroup,directlyorindirectly,hassignificantinfluenceandwhichis neither a subsidiary nor a joint venture of the Group.

The Company’s investment in associates is stated at cost less impairment losses, if any.

The Group’s investment in associates is accounted for under the equity method of accounting based on theauditedormanagementfinancialstatementsoftheassociatesmadeuptothesamereportingdateas the Company. Under this method of accounting, the Group’s interest in the post acquisition changes in the Group’s share of net assets of the associates is included in the consolidated results while dividend receivedisreflectedasareductionoftheinvestmentintheconsolidatedstatementoffinancialposition.

Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised.AnyexcessoftheGroup’sshareofthenetfairvalueoftheassociate’s identifiableassets,liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associates’profitorlossinthereportingperiodinwhichtheinvestmentisacquired.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence on impairment of the asset transferred. Where necessary, in applying the equity method, adjustmentshavebeenmade to thefinancial statementsof theassociates toensureconsistencyofaccounting policies with the Group.

When theGroupceases tohave significant influenceoveranassociate,any retained interest in theformerassociateatthedatewhensignificantinfluenceislostismeasuredatfairvalueandthisamountisregardedastheinitialcarryingamountofafinancialasset.Thedifferencebetweenthefairvalueofanyretained interest plus proceeds from the interest disposed of and the carrying amount of the investment atthedatewhenequitymethodisdiscontinuedisrecognisedinprofitorloss.

WhentheGroup’sinterestinanassociatedecreasesbutdoesnotresultinalossofsignificantinfluence,any retained interest is not remeasured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gain or losses previously recognised in other comprehensive income are alsoreclassifiedproportionatelytoprofitorlossifthatgainorlosswouldberequiredtobereclassifiedtoprofitor loss on the disposal of the related assets or liabilities.

Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost ofthebusinesscombinationovertheGroup’sinterestinthenetfairvalueofthenetidentifiableassets,liabilities and contingent liabilities. Goodwill is measured at cost less any accumulated impairment losses and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired.






Inventories

Raw materials and consumable stores, work in progress, manufactured inventories and trading merchandise and spare parts are stated at the lower of cost and net realisable value with weighted average cost being the main basis for cost. Cost of tin concentrates and consumable stores for tin miningactivitiesaredeterminedonafirst in firstoutbasis.Costof rawmaterials,consumable stores,trading merchandise and spare parts includes expenditure incurred in acquiring them and other cost incurred in bringing them to their present location and condition. For work in progress and manufactured inventories,costconsistsofmaterials,directlabourandanappropriateproportionoffixedandvariableproduction overheads. Cost of tin concentrates includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

Tin concentrates are measured at net realisable value when an active market exists and there is a negligibleriskoffailuretosell.Changesinthenetrealisablevaluearerecognisedinprofitorlossinthereporting period of the change.

Net realisable value represents the estimated selling prices less all estimated costs to be incurred in marketing, selling and distribution.

Leases

Assets acquired under leases or hire purchase which transfers substantially all the risks and rewards incidental to ownership of the assets are capitalised under property, plant and equipment. The assets and the corresponding lease obligations are recorded at their fair values or, if lower, at the present value of the minimum lease payments of the leased assets at the inception of the respective leases.

Finance costs, which represent the difference between the total lease commitments and the fair values

oftheassetsacquired,arechargedtoprofitorlossoverthetermsoftherelevantleaseperiodssoastogive a constant periodic rate of charge on the remaining balance of the obligations for each reporting period.

Allotherleaseswhichdonotmeetsuchcriteriaareclassifiedasoperatingleases.Leasepaymentsunderoperating leases are recognised as an expense on a straight line basis over the terms of the relevant lease.

Segment information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment andassessitsperformance,andforwhichdiscretefinancialinformationisavailable.

Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of the asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

Allotherborrowingcostsarerecognisedinprofitorlossinthereportingperiodtheyareincurred.Borrowingcosts consist of interest and other costs that the Group incurred in connection with the borrowing of funds.






Financial instruments

FinancialinstrumentsarerecognisedinthestatementoffinancialpositionwhentheGrouphasbecomea party to the contractual provisions of the instrument.

Afinancialinstrumentisrecognisedinitiallyatitsfairvalueplus,inthecaseofafinancialinstrumentnotatfairvaluethroughprofitorloss,transactioncoststhataredirectlyattributabletotheacquisitionorissueofthefinancialinstrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of thecontractual arrangement. Interest, dividends and gains and losses relating to a financial instrumentclassifiedasaliability,arereportedasexpenseorincome.

Distributionstoholdersoffinancialinstrumentsclassifiedasequityarechargeddirectlytoequity.Financialinstruments are offset when the Company has legal enforceable right to offset and intends to settle either on a net basis or realise the asset and settle the liability simultaneously.

Financialassetsareclassifiedaseitheratfairvaluethroughprofitorloss,loansandreceivables,heldtomaturityinvestments,oravailableforsale,asappropriate.Financialliabilitiesareclassifiedaseitheratfairvaluethroughprofitorloss(derivativefinancialliabilities)oratamortisedcost(borrowingsandtradeand other payables), as appropriate.

(i) Loans and receivables

Financialassetswithfixedordeterminablepaymentsthatarenotquotedinanactivemarketareclassifiedasloansandreceivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using theeffectiveinterestmethod.Gainsandlossesarerecognisedinprofitorlosswhentheloansandreceivables are derecognised or impaired, and through the amortisation process.

Loansandreceivablesareclassifiedascurrentassets,exceptforthosehavingmaturitydateslaterthan12monthsafterthereportingdatewhichareclassifiedasnon-current.

(ii) Availableforsalefinancialassets

Availableforsalearefinancialassetsthataredesignatedasavailableforsaleorarenotclassifiedin any of the three preceding categories.

Afterinitialrecognition,availableforsalefinancialassetsaremeasuredatfairvalue.Anygainsorlossesinfairvalueofthefinancialassetsarerecognisedinothercomprehensiveincome,exceptthat impairment losses, foreign exchange gains and losses on monetary instruments and interest calculatedusingtheeffectiveinterestmethodarerecognisedinprofitorloss.Theaccumulatedgainor losspreviously recognised inothercomprehensive income is reclassifiedfromequity toprofitorlossasareclassificationadjustmentwhenthefinancialassetisderecognised.

Investment in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Availableforsalefinancialassetsareclassifiedasnon-currentassetsunlesstheyareexpectedtoberealisedwithin12monthsafterthereportingdate.






Financial instruments (cont’d)

(iii) Payables

Payables are recognised initially at fair value plus directly attributable transaction costs andsubsequently measured at amortised cost using the effective interest method. Payables areclassifiedascurrentliabilitiesunlesstheGrouphasanunconditionalrighttodefersettlementoftheliabilityforatleast12monthsafterthereportingdate.

(iv) Interest bearing borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified ascurrent liabilities unless the Group has an unconditional right to defer settlement of the liability for atleast12monthsafterthereportingdate.

(v) Financial guarantee contracts

Afinancialguaranteecontractisacontractthatrequirestheissuertomakespecifiedpaymentstoreimbursetheholderforalossitincursbecauseaspecifieddebtorfailstomakepaymentwhendue.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.Subsequenttoinitialrecognition,financialguaranteecontractsarerecognisedasincomeinprofitorlossovertheperiodoftheguarantee.IfthedebtorfailstomakepaymentrelatingtofinancialguaranteecontractwhenitisdueandtheGroup,astheissuer,isrequiredtoreimbursethe holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

(vi) Equity instruments

Equity instruments issued by the Company are recorded at the fair value of the proceeds received netofdirectissuecosts.Ordinarysharesareclassifiedasequity.Dividendsonordinarysharesarerecognised in equity in the reporting period in which they are approved.

Afinancialassetorpartof it isderecognisedwhen,andonlywhenthecontractualrightstothecashflowsfromthefinancialassetexpireorthefinancialassetistransferredtoanotherpartywithoutretainingcontrol or substantially all risks and rewards of the asset. On derecognition of a financial asset, thedifference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised inequityisrecognisedinprofitorloss.

Afinancialliabilityorapartofitisderecognisedwhen,andonlywhen,theobligationspecifiedinthecontractisdischargedorcancelledorexpires.Onderecognitionofafinancialliability,thedifferencebetweencarryingamountofthefinancialliabilityextinguishedortransferredtoanotherpartyandtheconsiderationpaid,includinganynon-cashassetstransferredorliabilitiesassumed,isrecognisedinprofitor loss.






Financial instruments (cont’d)

TheGroupassessesateach reportingdatewhether there isanyobjectiveevidence thatafinancialasset is impaired.

(i) Tradeandotherreceivablesandotherfinancialassetscarriedatamortisedcost

Todeterminewhetherthereisobjectiveevidencethatanimpairmentlossonfinancialassetshasbeen incurred, theGroupconsiders factors suchas theprobabilityof insolvencyor significantfinancial difficulties of the debtor and default or significant delay in payments. For certaincategories of financial assets, such as trade receivables, assets that are assessed not to beimpaired individually are subsequently assessed for impairment on a collective basis on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increased in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between theasset’scarryingamountandthepresentvalueofestimatedfuturecashflowsdiscountedatthefinancialasset’soriginaleffectiveinterestrate.Theimpairmentloss isrecognisedinprofitorloss.

Thecarryingamountofthefinancialassetisreducedbytheimpairmentlossdirectlyorthroughthe use of an allowance account. When a debtor becomes uncollectible, it is written off against the allowance account.

If in a subsequent reporting period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does notexceeditsamortisedcostatthereversaldate.Theamountofreversalisrecognisedinprofitor loss.

(ii) Availableforsalefinancialassets

Significantorprolongeddecline in fair valuebelowcost, significant financialdifficultiesof theissuer or obligor, and the disappearance of an active trading market are considerations to determinewhetherthereisobjectiveevidencethatinvestmentsecuritiesclassifiedasavailableforsalefinancialassetsareimpaired.

Ifavailableforsalefinancialassetsisimpaired,anamountcomprisingthedifferencebetweenitscost (net of any principal payment and amortisation) and its current fair value, less any impairment losspreviouslyrecognisedinprofitorloss,istransferredfromequitytoprofitorloss.

Impairment losses on available for sale equity investments are not reversed in profit or loss inthe subsequent reporting periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income.

Ifthereisobjectiveevidence(suchassignificantadversechangesinthebusinessenvironmentwheretheissueroperates,probabilityofinsolvencyorsignificantfinancialdifficultiesoftheissuer)thatanimpairmentlossonfinancialassetscarriedatcosthasbeenincurred,theamountoftheloss is measured as the difference between the asset’s carrying amount and the present value of estimatedfuturecashflowsdiscountedatthecurrentmarketrateofreturnforasimilarfinancialasset. Such impairment losses are not reversed in subsequent reporting periods.






Statementsofcashflows

Statementsofcashflowsarepreparedusingtheindirectmethod.

Cash equivalents are short term, highly liquid investments that are readily convertible to known amount ofcashandwhicharesubjecttoinsignificantriskofchangesinvalue.Forthepurposeofthestatementsofcashflows,cashandcashequivalentsarepresentednetofsinkingfundaccountpledgedandfixeddeposits pledged.

3. Critical accounting estimates and judgements

Inthepreparationofthefinancialstatements,thedirectorsarerequiredtomakeestimatesandassumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateoffinancialstatementsandthereportedamountsofrevenuesandexpensesduringthereportingperiod.Actual results could differ from those estimates.

Estimates and judgments are continually evaluated by the directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the process of applying the Group’s accounting policies, management is of the opinion that there are no instances of application of judgmentwhichare expected to havea significant effect on theamountsrecognisedinthefinancialstatements.

Management believes that there are no key assumptions made concerning the future, and other key sources ofestimationuncertaintyatthereportingdate,thathaveasignificantriskofcausingamaterialadjustmenttothe carrying amounts of assets and liabilities within the next reporting period other than as follows:

(a) Depreciation of property, plant and equipment

Mine properties and plant and equipment used in mining are depreciated using the unit-of-production method based on economically recoverable ore reserves over the estimated useful lives of the assets. Changes in estimated economically recoverable ore reserves and useful lives of mine properties and mining related plant and equipment are accounted for on a prospective basis from the beginning of the reporting period in which the changes arise. Changes in the estimated economically recoverable ore reserves and expected level of usage could impact the economic useful lives and the residual value of these assets, therefore future depreciation charge could be revised.

(b) Impairmentofnonfinancialassets

The Group assesses impairment of property, plant and equipment, investment in subsidiaries, investment in an associate, exploration and evaluation expenditures and intangible assets when events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. In assessing such impairment, the recoverable amount of the assets is estimated using the latest available fair value (after taking into account the costs to sell) or the value in use of the relevant assets.

Significantvariationstotheassumptionsandestimatesusedtodeterminefuturecashflowscouldresultinchangestotheassessmentoftherecoverabilityofthesenonfinancialassets.Totheextentofanyfuturedeterminationthatthesenonfinancialassetsarenotrecoverable,futurefinancialresultsinthereportingperiod in which this determination is made will be affected.



3. Critical accounting estimates and judgements (cont’d)

(b) Impairmentofnonfinancialassets(cont’d)

Thefuturecashflowsforminingoperation‘cashgeneratingunit’arebasedon:

• estimates of the quantities of recoverable ore reserves for which there is a high degree ofconfidenceofeconomicextraction;

• estimatesoffutureproductionlevels;• estimatesoffuturecommodityprices;• estimatesoffutureforeignexchangerates;and• assumptionofthereasonablyexpectedextensiontotheminingrightsleaseperiod.

(c) Impairmentofavailableforsalefinancialassets

The Group records impairment charges on available for sale financial assets when there has beena significant or prolonged decline in the fair value below their cost. The determination of what is“significant”or“prolonged”requiresjudgement.Inmakingthisjudgement,theGroupevaluates,amongother factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost.

(d) Useful lives of property, plant and equipment

The Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period based on the factors that include asset utilisation, internal technical evaluation, technological changes, environmental and anticipated use of the assets. Changes in the expected level of use of the assets and the Group’s historical experience with similar assets after taking into account anticipated technological changes could impact the economic useful lives and the residual values of the assets. Therefore, future depreciation charges could be revised.

(e) Impairment of loans and receivables

TheGroupassessesateach reportingdatewhether there isanyobjectiveevidence thatafinancialasset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors suchas theprobabilityof insolvencyor significant financialdifficultiesof the tradeandotherreceivablesanddefaultorsignificantdelayinpayments.

Where there is objective evidence of impairment, the impairment loss is determined based on the estimatedfuturecashflowsdiscountedatthefinancialasset’soriginaleffectiveinterestrate.

(f) Impairment of goodwill

The recoverable amount of the cash generating unit which goodwill has been allocated to have been determined based on value in use calculations. The value in use calculations are based on a discounted cashflowmodel.Therecoverableamountismostsensitivetothediscountrateusedforthediscountedcashflowmodelaswellastheexpectedfuturecashinflowsandthegrowthrateusedforextrapolationpurposes.



4. Revenue

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Sale of goods 174,855 187,017 - -Sale of automotive and spare parts 123 660 - -Sale of tin concentrates and tailing sand 8,493 2,083 - -Rendering of services 5,212 657 128 128Rental income 48 610 72 614

188,731 191,027 200 742

5. Cost of sales

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Sale of goods 176,978 184,673 - -Sale of tin concentrates and tailing sand 16,117 4,329 - -Sale of automotive and spare parts 105 548 - -Rendering of services 4,872 575 - -

198,072 190,125 - -

6. Staff costs

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Salaries, wages, bonus and allowances 17,531 19,484 3,079 2,903Definedcontributionplan 635 445 290 269Other employee related expenses 2,786 2,791 80 79

20,952 22,720 3,449 3,251

The number of directors of the Company where total remuneration during the reporting period falls within the following bands is analysed as follows:

2015 2014Executive directors:RM200,001–RM250,000 1 -RM250,001–RM300,000 1 1RM300,001–RM350,000 - 1RM350,001–RM400,000 1 1RM650,001–RM700,000 1 1

Non executive directors:Below RM50,000 4 4



6. Staff costs (cont’d)

The key management personnel of the Company whose remuneration is analysed as follows:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Executive directors:Salaries and allowances 1,375 1,456 1,068 1,068Definedcontributionplan 165 178 128 128Benefits-in-kindandothers 14 15 14 15

1,554 1,649 1,210 1,211Non executive directors:Fees 120 120 120 120Others 10 8 10 8

130 128 130 128

Total 1,684 1,777 1,340 1,339

7. Loss before tax

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Loss before tax is arrived at after charging:Allowance for doubtful debts

- trade receivables - 238 - - - other receivables 43 974 45 2,179

Amortisation of intangible assets 51 80 - -Auditors’ remuneration

- auditors’ of the Company- audit services 133 137 36 36- other services 6 6 6 6

- other auditors- audit services 35 51 - -

Bad debts written off 647 11 514 11Depreciation

- property, plant and equipment 5,009 4,180 589 587 - investment properties - 236 - 236

Deposits written off - 115 - -Directors’ remuneration

- directors of the Company- fees 120 120 120 120- others 1,550 1,642 1,206 1,204

- directors of subsidiaries- others 254 282 - -

Impairment loss of investment in subsidiaries - - 1,975 34,081Impairment loss of investment in an associate - - - 43Impairment loss on goodwill - 3,025 - -Impairmentlossofavailableforsalefinancialassets - 2,538 - 2,538Property,plantandequipmentwrittenoff 325 - - -Interest expense

- hire purchase 5 8 2 3 - term loans 2,835 2,242 - --tradefinance 319 2,342 - - - trade payable 675 - - -

Inventories written off 310 - - -Loss on disposal of investment properties - 615 - 615



7. Loss before tax (cont’d)

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Loss on foreign exchange - realised 2,193 532 - - - unrealised 862 56 324 79Loss on remeasurement of previously held equity interest in an associate - 92 - -Rental of - plant and equipment 1,757 53 47 44 - premises 457 467 24 24Retirementbenefitobligations 1,200 331 - -And crediting:Amortisationoffinancialguaranteeliabilities - - 1,449 2,460Gross dividend income from quoted

investments in Malaysia - 3 - -Gain on foreign exchange

- realised 1,654 814 - -- unrealised 3,686 546 - -

Gainondisposalofavailableforsalefinancialassets 1,864 426 1,918 426Gain on bargain purchase - 63 - -Gain on disposal of subsidiary 4,509 43 - -Gain on disposal of property, plant and equipment 82 59 - -Interest income from bank accounts 72 - 67 -Interestincomefromfixeddeposits 3 17 - -Interest income from amount overdue from customer 46 - - -Rental income of buildings 48 610 72 614

8. Income tax expense

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’00Estimated income tax payable:- over/(under) provision in prior years 8 (2) - -Deferred tax (Note 18)

- current year 111 112 62 62 - under provision in prior years - (300) - -

119 (190) 62 62

A reconciliation of income tax expense applicable to loss before tax at the statutory income tax rate to income tax expense at the effective income tax rate is as follows:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Loss before tax (20,264) (23,247) (4,624) (41,148)Losses attributable to subsidiaries disposed of 3,522 - - -

(16,742) (23,247) (4,624) (41,148)

Taxationatstatutorytaxrateof25%(2014:25%) 4,185 5,812 1,156 10,300Expenses not deductible for tax purposes (1,436) (3,127) (1,454) (10,853)Income not subject to tax 1,315 35 360 615Deferred tax assets not recognised (3,953) (2,608) - -(Over)/Under provision in prior years - deferred tax - (300) - -- income tax 8 (2) - -

Income tax expense 119 (190) 62 62



8. Income tax expense (cont’d)

The income tax expense relating to components of other comprehensive income is as follows:

2015 2014

Group

Before tax

RM’000

Tax expense

RM’000

Net oftax

RM’000

Before tax

RM’000

Tax expense

RM’000

Net oftax

RM’000Itemsthatwillnotbereclassifiedsubsequentlytoprofitorloss:

Remeasurement of retirement benefitobligations (36) - (36) (52) - (52)

Itemsthatmaybereclassifiedsubsequentlytoprofitorloss:

Loss on fair value changes on availableforsalefinancialassets- current year - - - (7) - (7)-transfertoprofitorloss 60 - 60 - - -

Foreign currency translation differences (1,755) - (1,755) (379) - (379)

(1,695) - (1,695) (386) - (386)

9. Loss per share

Basic loss per ordinary share is based on net loss attributable to ordinary shareholders and weighted average number of ordinary shares in issue as follows:

Group2015

RM’0002014

RM’000

Net loss attributable to owners of the Company (16,252) (21,586)

Weighted average number of ordinary shares in issue (‘000) 598,458 591,033

Loss per share (sen) (2.72) (3.65)

Asat31December2015and2014,dilutedlosspershareisnotpresentedinthefinancialstatementsasthereisan anti dilutive effect on loss per share.



10.

Prop

erty,p

lantand

equ

ipmen

t

Gro

up

Free

hold

la

ndRM

’000

Build

ings

(at v

alua

tion)

RM’0

00

Plan

t and

mac

hine

ryRM

’000

Furn

iture

,fittings

and

equipm

ent

RM’0

00

Mot

orve

hicl

esRM

’000

Reno

vatio

nsRM

’000

Min

espr

oper

ties

RM’0

00To

tal

RM’0

00

Cos

t (un

less

oth

erw

ise in

dica

ted)

At1Jan

uary2014

3,43

918,922

149,

854

9,93

42,059

3,03

611

,043

198,287

Ad

diti

ons

--

1,58

4921

187

76-

2,768

Acq

uisit

ion

of a

subs

idia

ry-

--

10-

3-

13D

ispos

als

--

(2,245)

(2)

(123)

--

(2,370)

Writ

e of

fs-

--

(36)

--

-(3

6)Ex

chan

ge d

iffer

ence

s232

809

4,231

627

7311

1-

6,08

3At31Dec

embe

r2014

3,67

119

,731

153,424

11,4

542,196

3,226

11,0

43204,745

Ad

diti

ons

--

3,10

161

73

340

-4,

061

Tran

sfer

from

exp

lora

tion

and

eval

uatio

n ex

pend

iture

--

--

--

4,53

04,

530

Disp

osal

of s

ubsid

iarie

s-

--

(313

)(1

34)

(254)

-(7

01)

Disp

osal

s-

-(6

,016

)(3

8)(292)

(241)

-(6

,587

)W

rite

offs

--

--

-(3

55)

-(3

55)

Exch

ange

diff

eren

ces

834

2,918

14,9

332,294

284

412

-21,675

At31Dec

embe

r2015

4,50

522

,649

165,

442

14,0

142,

057

3,12

815

,573

227,

368

Acc

umul

ated

dep

reci

atio

nAt1Jan

uary2014

-4

130,

830

5,728

1,426

786

804

139,

578

Cha

rge

for t

he y

ear

-94

52,002

827

196

176

344,

180

Disp

osal

s-

-(2,245)

-(7

9)-

-(2,324)

Writ

e of

fs-

--

(30)

--

-(3

0)Ex

chan

ge d

iffer

ence

s-

287

3,872

389

5318

-4,

619

At31Dec

embe

r2014

-1,236

134,

459

6,91

41,

596

980

838

146,023

Cha

rge

for t

he y

ear

-94

52,213

917

167

170

597

5,00

9D

ispos

al o

f sub

sidia

ries

--

-(3

1)(5

5)(4

7)-

(133

)D

ispos

als

--

(6,0

16)

(39)

(291)

(37)

-(6

,383

)W

rite

offs

--

--

-(3

0)-

(30)

Exch

ange

diff

eren

ces

-1,

083

13,4

651,

486

220

76-

16,3

30At31Dec

embe

r2015

-3,

264

144,

121

9,24

71,

637

1,11

21,

435

160,

816

Acc

umul

ated

impa

irmen

t los

ses

At1Jan

uary2014

--

-6

--

-6

Writ

e of

fs-

--

(6)

--

-(6

)At31Dec

embe

r2014/

31Dec

embe

r2015

--

--

--

--

Net

boo

k va

lue

At31Dec

embe

r2015

4,50

519

,385

21,3

214,

767

420

2,01

614

,138

66,5

52At31Dec

embe

r2014

3,67

118

,495

18,9

654,

540

600

2,246

10,205

58,722



10. Property,plantandequipment(cont’d)

Company

Buildings(at valuation)

RM’000

Furniture,fittingsand

officeequipment

RM’000

Motorvehicles

RM’000Renovations

RM’000Total

RM’000Cost (unless otherwise indicated)At1January2014 9,630 596 321 1,002 11,549Additions - 36 4 14 54At31December2014 9,630 632 325 1,016 11,603Additions - 38 3 18 59Disposals - - (4) - (4)

At31December2015 9,630 670 324 1,034 11,658

Accumulated depreciationAt1January2014 3 469 208 549 1,229Charge for the year 458 28 32 69 587At31December2014 461 497 240 618 1,816Charge for the year 457 28 33 71 589Disposals - - (4) - (4)

At31December2015 918 525 269 689 2,401Net book valueAt31December2015 8,712 145 55 345 9,257At31December2014 9,169 135 85 398 9,787

At the reporting date:

(i) Property,plantandequipmentoftheGroupandtheCompanywithcarryingamountofRM38,715,000(2014:RM33,106,000)andRM8,711,000(2014:RM9,169,000)respectively,havebeenchargedascollateralstosecurethebankingfacilitiesreferredtoinNote27;and

(ii) Equipment and motor vehicles of the Group and the Company with net book value of RM11,000 (2014:RM125,000) and RMNil (2014: RM85,000) respectively areacquired under finance leaseandhirepurchasearrangements.

Revaluation

ThebuildingsoftheGroupwererevaluedon20May2013,4March2014and6March2014bythedirectorsbasedupon valuations carried out by independent professional valuers using the fair value method which is determined by reference to open market values on an existing use basis. Details of valuation techniques and inputs are disclosed in Note 36.

The revaluation surplus net of tax was credited to other comprehensive income and is included in revaluation reserve inNote32.

Had the buildings been carried at historical cost, the net book value of the buildings that would have been included inthefinancialstatementsoftheGroupandtheCompanyasat31December2015wouldhavebeenRM12,152,000(2014:RM10,950,000)andRM2,518,000(2014:RM2,678,000)respectively.



11. Investment properties

GroupandCompany

Leaseholdland

RM’000BuildingRM’000

TotalRM’000

CostAt1January2014 2,581 7,990 10,571Disposals (2,581) (7,990) (10,571)At31December2014/31December2015 - - -

Accumulated depreciationAt1January2014 430 990 1,420Charge for the year 60 176 236Disposals (490) (1,166) (1,656)At31December2014/31December2015 - - -

Net book valueAt31December2014/31December2015 - - -

The Company has no restrictions on the realisability of its investment properties and no contractual obligation to either purchase, construct or develop investment property or for repair, maintenance and enhancement.

Thefollowingarerecognisedinprofitorlossinrespectofinvestmentproperties:

GroupandCompany2015

RM’0002014

RM’000

Rental income - 498Direct operating expenses- income generating investment properties - 19

12. Exploration and evaluation assets

Group2015

RM’0002014

RM’000

CostAt beginning of year 4,473 4,406Additions 57 67Transfer to property, plant and equipment (4,530) -

At end of year - 4,473



13. Intangible assets

GroupMining right

RM’000

Multi-LevelMarketing

licenceRM’000

TotalRM’000

CostAt1January2014/31December2014 82 120 202Disposal of a subsidiary - (120) (120)

At31December2015 82 - 82Accumulated amortisationAt1January2014 38 6 44Amortisation for the year 8 72 80At31December2014 46 78 124Amortisation for the year 9 42 51Disposal of a subsidiary - (120) (120)

At31December2015 55 - 55CarryingamountAt31December2015 27 - 27At31December2014 36 42 78

Theamountofamortisationrecognisedinprofitorlosshasbeenincludedunderthefollowinglineitems:

Group2015

RM’0002014

RM’000Cost of sales 9 8Other operating expenses 42 72

51 80

14. Investment in subsidiaries

Company2015

RM’0002014

RM’000

UnquotedsharesatcostAt beginning of year 131,862 129,437Acquisition of additional shares in a subsidiary 19 -Acquisition of subsidiaries - 1,450Disposal of a subsidiary (120) -Transfer from investment in an associate (Note 15) - 975

At end of year 131,761 131,862

ProvisionoffinancialguaranteesAt beginning/end of year 8,438 8,438

Accumulated impairment lossesAt beginning of year (85,301) (51,220)Impairment loss for the year (1,975) (34,081)At end of year (87,276) (85,301)

Carrying amount 52,923 54,999



14. Investment in subsidiaries (cont’d)

The details of the subsidiaries are as follows:

Group’s effective interest

SubsidiariesoftheCompanyCountryofincorporation

2015%

2014% Principal activities

Ho Wah Genting Trading Sdn Bhd Malaysia 100 100 Trading of wires and cablesHo Wah Genting Kintron Sdn Bhd Malaysia 100 100 Providingservicestovarious

industries including wire and cable assemblies and installations, lightingassemblies, the wholesalingof electrical goods, thedistribution of electrical partsand electrical components

PT.HoWahGenting# Indonesia 100 100 Manufacturing of wires and cables, moulded powersupply cord sets and cableassemblies for electrical andelectronic devices andequipment

Ho Wah Genting Holiday Sdn Bhd

Malaysia 99 99 Travel agent and tour related services

HoWahGenting(Labuan)Ltd# Malaysia 100 100 DormantHWG Minerals Sdn Bhd Malaysia 100 100 Investment holding companyHWG Tin Mining Sdn Bhd Malaysia 51 51 Tin mining and its related

activitiesHWG Consortium Sdn Bhd Malaysia 70 51 DormantHWG Resources Sdn Bhd (formerlyknownasSkyflowerSdn Bhd)

Malaysia 100 100 Dormant

Rex Oriental Sdn Bhd Malaysia 100 100 Investment holding companyVitaxelSdnBhd Malaysia - 100 Selling travel kits

SubsidiaryofRexOrientalSdnBhdOrient Sun Motors Sdn Bhd Malaysia - 70 Trading of motor vehicles

SubsidiaryofHoWahGenting HolidaySdnBhd

HWGTravel(MM2H)SdnBhd Malaysia 70 70 Rendering personalised services such as immigration matters, under the “Malaysia My Second Home” Programmeandotherrelated services to any person setting up their second home in Malaysia

Thefinancialstatementsofthesubsidiariesindicatedby#arenotauditedbyRussellBedfordLC&Company




During the reporting period:

(a) On13February2015,theCompanycompletedaninternalgrouprestructuringinvolvingtwosubsidiaries,Vitaxel SdnBhd (“Vitaxel”)andHoWahGentingHolidaySdnBhd (“HWGH”),by transferring its 100%equityinterestof1,500,000ordinarysharesinVitaxeltoHWGH(99%ownedsubsidiary),foratotalcashconsiderationofRM120,000.Uponcompletionofthesharetransfer,Vitaxelbecameanindirectsubsidiaryof the Company instead.

(b) On25March2015,RexOrientalSdnBhdenteredintoaShareSaleAgreementwithHongSengAssemblySdn Bhd and Hong Seng Motor Sdn Bhd to dispose of its entire 70% equity holding in Orient Sun Motors SdnBhd(“OSM”)foratotalcashconsiderationofRM595,000.Thedisposalwascompletedon2April2015and OSM ceased to be a subsidiary of the Group.

(c) On17November2015,HWGHenteredintoaShareSaleAgreementwithLimChunYen,LeongYeeMing,LimWeeKiatandMegatD.ShahrimanBinZaharudintodisposeofits100%equityholdinginVitaxelforatotalcashconsiderationofRM150,000.Thedisposalwascompletedon30November2015andVitaxelceased to be a subsidiary of the Group.

(d) On 9 December 2015, the Company acquired additional of 19,000 ordinary shares of RM1 each,representing 19% equity interest of HWG Consortium Sdn Bhd (“Consortium”), for a total cash consideration of RM19,000. With the acquisition, the equity interest of the Company in Consortium was increased to 70%.

In the previous reporting period:

(a) On16October2014,theCompanyenteredintoaShareSaleAgreementtoacquire3,569,000ordinaryshares of RM1.00 each (representing 59.48% shareholdings) in HWGH for a cash consideration of RM1,450,284.Uponcompletionoftheacquisitionon6November2014,HWGHbecameasubsidiaryofthe Company.

The reason for the acquisition was to expand into the travel industry.

(b) On15December2014,theCompanydisposedofitsentireshareholdingsinMarvelThemeParkCitySdnBhd(“MTPC”)foracashconsiderationofRM2.Asaresultofthedisposal,MTPCceasedtobeasubsidiaryof the Company.

Disposal of subsidiaries

ThedisposalsofOSMandVitaxelhadthefollowingfinancialeffectsontheGroupfinancialstatements:

2015RM’000

Property,plantandequipment 568Inventories 1,123Other receivables, deposits and prepayments 710Tax recoverable 10Cash and cash equivalents 606Other payables and accruals (7,130)Non controlling interests disposed of 349Net liabilities disposed of (3,764)Less: Cash consideration received (745)Gain on disposal of subsidiaries (included in “Otheroperatingincome”lineiteminprofitorloss) (4,509)

Cash consideration received 745Less: Cash and cash equivalents disposed of (606)Netcashinflowondisposalofsubsidiaries 139




Disposal of subsidiaries (cont’d)

The subsidiaries had also contributed the following results to the Group prior to being disposed of:

2015RM’000

Net loss for the year 3,522

The disposed of subsidiaries do not constitute a major line of business of the Group. Therefore, disclosure information pursuant to MFRS 5 Non-current Assets Held for Sales and Discontinued Operations is not presented.

Acquisitionofasubsidiary

Thefollowingtablesummarisestheconsiderationpaid,thefairvalueoftheidentifiableassetsacquiredandliabilities assumed at the date of acquisition of HWGH.

Group2014

RM’000

Property,plantandequipment 13Trade receivables 41Other receivables, deposits and prepayments 2,440Cash and cash equivalents 201Trade payables (91)Other payables and accruals (213)Fairvalueofidentifiablenetassetsacquired 2,391Fair value of equity interest in HWGH held

by the Group immediately before the acquisition (864)Non controlling interest measured at the non controlling interest’sproportionateshareofHWGH’snetidentifiableassets (14)

Bargain purchase arising from acquisition (included in “Otheroperatingincome”lineiteminprofitorloss) (63)

Purchaseconsiderationbywayofcash 1,450Cash and cash equivalents acquired (201)Netcashoutflowarisingfromacquisition 1,249

TheacquisitionofHWGHhadthefollowingeffectsontheGroup’sfinancialresultsforthereportingperiod:

Group2014

RM’000Revenue 2,474Net loss for the year (184)

HadHWGHbeenconsolidatedfrom1January2014,thestatementsofcomprehensiveincomewouldshowthefollowingfinancialresults:

Group2014

RM’000Revenue 193,501Net loss for the year (23,621)




LossonremeasuringpreviouslyheldequityinterestinHWGHtofairvalueatacquisitiondate

TheGrouprecognisedalossofRM92,000asaresultofmeasuringatfairvalueits40%equityinterestinHWGHheld before the business combination. The loss is included in the “Other operating expenses” line item in the Group’sprofitorlossfortheyearended31December2014.

Impairment of investment in subsidiaries

During the reporting period, the directors performed an impairment test on the following subsidiaries and impairment losses have been recognised to write down the investments to their recoverable amounts:

Company2015

RM’0002014

RM’000Impairment loss recognised

Ho Wah Genting Kintron Sdn Bhd 1,956 -

PTHoWahGenting - 31,081

The recoverable amount is determined based on the respective fair value less costs of disposal (arrived at based on the audited net assets) of these subsidiaries and the amount of impairment losses have been recognised in the proftit or loss under “Other operating expenses” line item.

Interest in subsidiaries with material non controlling interest (“NCI”)

The Group has the following subsidiary with NCI that is material to the Group.

Nameofsubsidiary

Principal place of business

Proportion of ownership

interest held byNCI

%

Loss allocated to NCI during the

reporting periodRM’000

Accumulated NCI at the end of reporting period

RM’0002015HWG Tin Mining Sdn Bhd Malaysia 49 3,808 12,5472014HWG Tin Mining Sdn Bhd Malaysia 49 1,480 8,740

SummarisedfinancialinformationaboutsubsidiarywithmaterialNCI

(i) Summarisedstatementoffinancialposition

2015RM’000

2014RM’000

CurrentAssets 1,104 459

Liabilities (53,958) (46,948)

Net current liabilities (52,854) (46,489)

Non currentAssets 27,269 28,691

Liabilities (22) (37)

Net non current assets 27,247 28,654

Net liabilities (25,607) (17,835)




SummarisedfinancialinformationaboutsubsidiarywithmaterialNCI(cont’d)

(ii) Sumarised statement of comprehensive income

2015RM’000

2014RM’000

Revenue 8,493 2,083Loss before tax (7,771) (3,020)Net loss/Total comprehensive loss (7,771) (3,020)

(iii) Other summarised information

2015RM’000

2014RM’000

Cashflowsusedinoperatingactivities (5,439) (2,242)Cashflowsusedininvestingactivities (142) (85)Cashflowsfromfinancingactivities 5,579 2,284

Net decrease in cash and cash equivalents (2) (43)

15. Investment in an associate

Company2015

RM’0002014

RM’000UnquotedsharesatcostAt beginning of year - 2,400Transferred to investment in subsidiaries (Note 14) - (2,400)At end of year - -

Accumulated impairment lossesAt beginning of year - (1,382)Impairment loss for the year - (43)Transferred to investment in subsidiaries (Note 14) - 1,425At end of year - -

Carryingamount - -




16. Otherfinancialassets

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Availableforsalefinancialassets:Equity shares quoted in Malaysia at cost - 1,240 - -Equity shares quoted in Hong Kong

at derived cost - 38,011 - 10,412

- 39,251 - 10,412

Accumulated impairment lossesAt beginning of year (33,201) (33,154) (4,522) (4,475)Impairment loss for the year - (2,538) - (2,538)Disposals 33,201 2,491 4,522 2,491

At end of year - (33,201) - (4,522)

Fair value adjustments At beginning of year (60) (53) - -Change for the year

- recognised in other comprehensive income - (7) - --recycledtoprofitorloss 60 - - -

60 (7) - -

At end of year - (60) - -

Carryingamount - 5,990 - 5,890

Market value of quoted equity shares - 5,990 - 5,890

17. Goodwill on consolidation

Group2015

RM’0002014

RM’000At beginning of year 17,454 17,454Disposal of a subsidiary (3,025) -

At end of year 14,429 17,454

Accumulated impairment lossesAt beginning of year 17,454 14,429

Impairment loss for the year - 3,025

Disposal of a subsidiary (3,025) -

At end of year 14,429 17,454

Carryingamount - -

2014

Impairment loss recognised

An impairment loss was recognised to write down the carrying amount of goodwill attributable to the automotive segment. The recoverable amount of goodwill has been determined based on the disposal value of the automotive segment subsequent to the reporting date. The impairment loss of RM3,000,000 has been recognisedinprofitorlossunder“Otheroperatingexpenses”lineitemintheGroup’sprofitorlossfortheyearended31December2014.


18. Deferred tax assets/(liabilities)

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000At beginning of year (2,076) (1,888) (1,242) (1,304)Recognisedinprofitorloss(Note8)

- current year 111 112 62 62 - under provision in prior years - (300) - -

At end of year (1,965) (2,076) (1,180) (1,242)

Presentedafterappropriateoffsettingasfollows:Deferred tax assets 3,178 2,919 - -Deferred tax liabilities (5,143) (4,995) (1,180) (1,242)

(1,965) (2,076) (1,180) (1,242)

Deferred tax liabilities are in respect of the following:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Excess of tax capital allowances over related

depreciation of property, plant and equipment (3,178) (2,789) - -

Revaluation reserve (1,965) (2,076) (1,180) (1,242)Other temporary differences - (130) - -

(5,143) (4,995) (1,180) (1,242)

Deferred tax assets of the Group are in respect of the following temporary differences:

Gross Tax effect

Group2015

RM’0002014

RM’0002015

RM’0002014

RM’000Deductible temporary differences 2,088 2,044 522 511Unrealised losses in foreign exchange - 971 - 234Unutilised tax losses and unabsorbed capital

allowances - no expiry date 91,367 89,504 21,928 20,209 - tax losses allowed to be utilised up to the financialyearending31December

-2015 - 615 - 105-2016 2,720 2,882 680 687-2017 732 885 183 203-2018 2,564 2,324 641 581-2019to2024 14,572 11,530 3,643 2,931

20,588 18,236 5,147 4,507Unutilised reinvestment allowances 15,483 15,720 3,716 3,930

129,526 126,475 31,313 29,391Less: Deferred tax assets recognised (13,098) (11,919) (3,178) (2,919)Deferred tax assets not recognised 116,428 114,556 28,135 26,472

Unrecognised deferred tax assets of the Company are in the respect of the following temporary differences:

Gross Tax effect

Group2015

RM’0002014

RM’0002015

RM’0002014

RM’000Unutilised tax losses and unabsorbed capital

allowances 29,137 29,137 6,993 7,284

PortionofthesedeferredtaxassetsoftheGroupandoftheCompanyhasnotbeenrecognisedas it isnotprobablethattaxableprofitwillbeavailableintheforeseeablefuturetoutilisethesetaxbenefits.



19. Inventories

Group2015

RM’0002014

RM’000At cost:Raw materials and consumable stores 10,350 17,808Work in progress 9,816 23,254Manufactured inventories 1,863 12,715Trading merchandise and spare parts - 1,254

22,029 55,031At net realisable value:

Tin concentrates 389 -22,418 55,031

InventorieswithacarryingamountofRM21,889,000 (2014:RM41,402,000)arepledgedascollaterals for thebankingfacilitiesreferredtoinNote27.

20. Trade receivables

Group2015

RM’0002014

RM’000Trade receivables 11,994 9,047Less: Allowance for doubtful debts (238) (238)

11,756 8,809

TradereceivableswithacarryingamountofRM10,849,000(2014:RM7,961,000)arepledgedascollateralsforthebankingfacilitiesasdisclosedinNote27.

TheGroup’snormaltradecredittermsrangefrom30daysto120days(2014:30daysto120days).Othercreditterms are assessed and approved on a case by case basis.

The movements in the allowance for doubtful debts accounts for trade receivables that are individually impaired at the reporting date are as follows:

Group2015

RM’0002014

RM’000At beginning of year 238 -Allowance for the year - 238

At end of year 238 238

The following table provides information on the trade receivables’ credit risk exposure.

Group2015

RM’0002014

RM’000Not impaired or past due 8,536 4,5361–30dayspastduenotimpaired 2,416 3,40031–60dayspastduenotimpaired 331 11961–90dayspastduenotimpaired 233 22691–120dayspastduenotimpaired 240 528

11,756 8,809Impaired 238 238

11,994 9,047



20. Trade receivables (cont’d)

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that areinsignificantfinancialdifficultiesandhavedefaultedonpayments.Thesereceivablesarenotsecuredbyany collateral or credit enhancements

21. Otherreceivables,depositsandprepayments

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Amount due from subsidiaries - - 50,454 48,846

Deposits for purchase of raw materials and merchandise 3,585 3,105 - -

Deposits for acquisition of equipment 159 584 - -Other receivables and deposits 2,166 1,461 946 821Prepayments 936 867 723 178

6,846 6,017 52,123 49,845Less: Allowance for doubtful debtsAt beginning of year 974 - 2,676 497Allowance made 43 974 45 2,179Disposal of subsidiaries (215) - (1,400) -

At end of year (802) (974) (1,321) (2,676)

6,044 5,043 50,802 47,169

Amount due from subsidiaries represents unsecured interest free advances receivable on demand.

Amounts due from receivables that are individually determined to be impaired at the reporting date relate to receivablesthatareinsignificantfinancialdifficulties.Thesereceivablesarenotsecuredbyanycollateralorcredit enhancements.

22. Fixed deposits with licensed banks

Group Company2015 2014 2015 2014

Weighted average effective interest rate (%) 3.45 1.05 2.7 -Weighted average maturity (days) 254 82 1 -

FixeddepositsoftheGroupamountingtoRM278,000(2014:RM235,000)havebeenpledgedwithalicensedbank to secure bank guarantee facilities.

23. Cash and bank balances

IncludedundercashandbankbalancesoftheGroupisRMNil(2014:RM6,888,000)thatrepresentssinkingfundaccountswithbanksforfacilitiesgrantedasdisclosedinNote27.

24. Tradepayables

ThenormaltradecreditsgrantedtotheGrouprangefrom30daysto90days(2014:30to90days).



25. Otherpayablesandaccruals

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Financial guarantee liabilities:At beginning of year - - 2,518 4,978Amortisation for the year - - (1,449) (2,460)At end of year - - 1,069 2,518

Less: Non current portion - - (990) (2,333)

Current portion - - 79 185Amount due to subsidiaries - - 43,370 42,198Amount due to companies with

common directors 28 44 28 16Amount due to a shareholder - 1,414 - 1,414Assumption of liabilities of a former subsidiary 1,176 945 1,176 945Advances received from customers 13,121 8,312 - -Interest payable 674 - - -Other payables and accruals 9,367 9,945 3,734 2,542

24,366 20,660 48,387 47,300

Company2015

RM’0002014

RM’000Thenoncurrentportionofthepresentvalueoffinancial

guarantee liabilities is to be amortised as follows:Laterthan1yearandnotlaterthan2years 73 173Laterthan2yearsandnotlaterthan5years 189 445Later than 5 years 728 1,715

990 2,333

The amounts due to subsidiaries, companies with common directors and a shareholder represent unsecured interest free advances repayable on demand.

ThefinancialguaranteeliabilitiesrelatetocorporateguaranteesprovidedbytheCompanytocertainbanksforbankingfacilitiesamountingtoRM4,990,000(2014:RM18,976,000)takenbycertainsubsidiaries.

26. Hirepurchaseandfinanceleaseliabilities

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Outstanding obligations 43 126 - 59Less:Futurefinancecharges (6) (11) - (2)

Presentvalueofliabilities 37 115 - 57Less:Portionduewithinoneyear (15) (52) - (31)

Non current portion 22 63 - 26

The non current portion of the present value of liabilities is payable as follows:

Laterthan1yearandnotlaterthan2years 15 40 - 26Laterthan2yearsandnotlaterthan5years 7 23 - -

22 63 - 26

TheeffectiveinterestratefortheseliabilitiesoftheGroupandtheCompanyare4.44%(2014:4.79%)and4.50%(2014:4.50%)respectivelyperannum.



27. Short term borrowings

Group2015

RM’000201

RM’000Secured:Tradefinance - 13,986Longtermloans–currentportion(Note28) 7,322 5,827

7,322 19,813 The effective interest rates are as follows:

Group2015

%2014

%Tradefinance - 3.8Term loans 4.9 – 9.0 4.9–9.0

The above banking facilities are secured by way of:

CarryingAmount

CarryingAmount

Group2015

RM’0002014

RM’000Property,plantandequipment(Note10) 38,715 33,106Inventories (Note 19) 21,889 41,402Tradereceivables(Note20) 10,849 7,961Cashandbankbalances-sinkingfundaccounts(Note23) - 6,888

The above banking facilities are also secured by way of:

(i) corporate guarantees by the Company for facilities of the subsidiaries; and(ii) firstfixedandfloatingchargeonallthepresentandfutureassetsofasubsidiarybywayofdebenture.

28. Long term loans

Group2015

RM’0002014

RM’000Amount outstanding 32,648 33,419Less:Portionduewithinoneyear(Note27) (7,322) (5,827)

Non current portion 25,326 27,592

The non-current portion of long term loans is payables as follows:Laterthan1yearsandnotlaterthan2years 7,405 5,994Laterthan2yearsandnotlaterthan5years 14,603 17,858Later than 5 years 3,318 3,740

25,326 27,592

ThelongtermloansaresecuredasdisclosedinNote27.




29. Retirementbenefitobligations

Group2015

RM’0002014

RM’000Presentvalueofretirementbenefitobligations 2,117 1,840

Themovementsintheretirementbenefitobligationsinthereportingperiodareasfollows:

Group2015

RM’0002014

RM’000At beginning of year 1,840 1,473Recognisedinprofitorloss 1,200 331Recognised in other comprehensive income 36 52Benefitspaid (1,184) (124)Exchange differences 225 108

At end of year 2,117 1,840

Amountsrecognisedasanexpenseinprofitorlosscanbeanalysedasfollows:

Group2015

RM’0002014

RM’000Current service cost 1,051 218Interest on obligation 149 113

1,200 331

Amounts recognised in other comprehensive income during the reporting period are as follows:

Group2015

RM’0002014

RM’000Remeasurementofnetretirementbenefitobligations

- actuarial loss 36 52

TheGroupprovidesforretirementbenefitobligationsinrespectofitsoverseassubsidiary,PTHoWahGenting,inaccordancewiththeprovisionsofLabourLaw13/2003establishedinIndonesia.Underthebenefitsplan,thebenefitsarepayableuponattainingthenormalretirementageoruponresignationofemployees.

Theprovision foremployee retirementbenefits isdeterminedby independentactuarialvaluationsusing theProjectedUnitCreditMethodandismadetocoverestimatedobligationsforpaymentofretirementbenefitstoemployees.Thelatestactuarialvaluationwasperformedon31December2015.

The principal actuarial assumptions used are as follows:

Group2015 2014

Discount rate 9.00% 8.00%Future salary increase 6.00% 6.00%Disable rate 10%ofmortalityrate 10% of mortality rateVoluntaryresignationrate 2.5% 2.5%


29. Retirementbenefitobligations(cont’d)

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experiences in Indonesia.

Thesensitivityanalysisbelowhasbeendeterminedbasedonreasonablypossiblechangesofeachsignificantassumptionon the retirementbenefitobligationsasof theendof the reportingperiod,assuming ifallotherassumptions were held constant:

Change in assumption 2015 2014

ImpactonretirementbenefitobligationsIncrease

RM’000Decrease

RM’000Increase

RM’000Decrease

RM’000Discount rate 1% 24 (35) 33 (28)Future salary increase 1% 24 (35) 33 (28)Disable rate 5% 7 (9) 1 (1)Mortality rate 10% 7 (9) 1 (1)Voluntaryresignationrate 1% 11 (5) 16 (13)

30. Share capital

GroupandCompany2015

No. ofOrdinaryShares of

RM0.20 each’000

2014No. of

OrdinaryShares of

RM0.20 each’000

Authorised:At beginning/end of year 2,500,000 2,500,000

Issued and fully paid:At beginning of year 591,033 591,033Issued for exercise of warrants 10,112 -

At end of year 601,145 591,033

2015RM’000

2014RM’000

Authorised:At beginning/end of year 500,000 500,000

Issued and fully paid:At beginning of year 118,206 118,206Issued for exercise of warrants 2,023 -

At end of year 120,229 118,206

Duringthereportingperiod,theissuedandpaidupcapitaloftheCompanywasincreasedfromRM118,206,669to RM120,229,009 by way of issuance of 10,111,699 new ordinary shares of RM0.20 each pursuant to theconversionofWarrants2010/2015ataconversionpriceofRM0.20perordinaryshare.


30. Share capital (cont’d)

Warrants 2010/2015

TheCompanyhadon9April2010issued137,888,954Warrants2010/2015inconjunctionwithitsrenounceablerightsissue.TheWarrants2010/2015areconstitutedbyaDeedPolldated2March2010(“DeedPoll”).On26August2011,additional4,291,073Warrants2010/2015wereissuedtoentitledWarrant2010/2015holders.


(a) TheissuedateoftheWarrantsison9April2010andtheexpirydateison8April2015.AnyWarrantsnotexercised at the expiry date will lapse and cease to be valid for any purpose;


(c) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the sharecapitalof theCompany inaccordancewith theprovisions in theDeedPoll.However, noadjustment shall be made in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company;



ThemovementsintheCompany’sWarrants2010/2015duringthereportingperiodareasfollows:


1.1.2005’000

Issued’000

Exercised’000

Expired’000


’000Number of unexercised warrants 142,180 - 10,112 132,068 -

Warrants 2011/2016

The Company had on 23 September 2011 issued 11,848,032 Warrants 2011/2016 in conjunction with itsrenounceablerightsissue.TheWarrants2011/2016areconstitutedbyaDeedPolldated4August2011(“DeedPoll”).


(a) TheissuedateoftheWarrantsison23September2011andtheexpirydateison22September2016.AnyWarrants not exercised at the expiry date will lapse and cease to be valid for any purpose;


(c) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the sharecapitalof theCompany inaccordancewith theprovisions in theDeedPoll.However, noadjustment shall be made in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company;



30. Share capital (cont’d)

Warrants 2011/2016 (cont’d)

ThesalientfeaturesoftheWarrants2011/2016areasfollows(cont’d):



ThemovementsintheCompany’sWarrants2011/2016duringthereportingperiodareasfollows:


1.1.2015’000

Issued’000

Exercised’000

Expired’000


’000Number of unexercised warrants 11,848 - - - 11,848

31. Employees’ShareOptionScheme

The Company implemented an Employees’ Share Option Scheme (“ESOS”) which is governed by the ESOS By-LawsandwasapprovedbyitsshareholdersattheExtraordinaryGeneralMeetingheldon16December2009.

The salient features of the ESOS are as follows:

(a) TheESOSwasimplementedon10February2010andwasinforceforaperiodof10yearsuntil9February2020inaccordancewiththetermsoftheESOSBy-Laws;

(b) The total number of new shares to be offered pursuant to the ESOS shall be subject to a maximum of 10% of the Company’s issued and paid up share capital (excluding treasury shares) at any one time;

(c) Employees (including Executive Directors) of the Company or its subsidiaries shall be eligible to participate in the ESOS, if as at the date of offer, the employee:

(i) has attained the age of eighteen (18) years;(ii) is employed by and on the payroll of the Company or its subsidiaries; and(iii) has been in the employment of the Company or the subsidiaries for a period of at least twelve

full months of continuous services, including services during the probation period and whose employmenthasbeenconfirmed.

The allocation criteria of new ordinary shares comprised in the options to eligible employees shall be determined at the discretion of the Option Committee. The participation of an Executive Director of the Company in the ESOS shall be approved by the shareholders of the Company in the general meeting;

(d) The price payable upon exercise of ESOS shall be based on the weighted average market price of the Company’ssharesasshownintheDailyOfficialListofBursaMalaysiaSecuritiesBerhadforthefive(5)market days immediately preceding the date of offer with an allowance of a discount of not more than 10%, or at the par value of the Company’s share, whichever is higher;

(e) In the event that share buy-back exercise of the Company resulting in the number of options that have been offered under the ESOS exceeding 10% of the issued and paid up share capital of the Company, there shall be no granting of additional options at any point in time after the share buy-back, unless the number of options that have been granted under the ESOS falls below 10% of the issued and paid up share capital of the Company;



31. Employees’ShareOptionScheme(cont’d)

The salient features of the ESOS are as follows (cont’d):

(f) The new ordinary shares to be issued upon exercise of the ESOS, shall upon issuance and allotment, rank pari passu with the then existing ordinary shares, except that they will not be entitled to dividends, rights, allotments and/or other distributions, declared by the Company which entitlement thereof precedes the allotment date of the new ordinary shares allotted pursuant to the exercise of the ESOS; and

(g) The exercise price and the number of new ordinary shares comprised in the ESOS are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions in the ESOS By-Laws. However, no adjustment shall be made in any event whereby the exercise price would be reduced to below the par value of ordinary share in the Company.

The movement in the Company’s ESOS are as follows:


Offer Date

Exercise price perordinary

sharesBalance at

1.1.2015’000

Granted’000

Lapsed’000

Exercised’000


’00018June2010 RM0.20 5,790 - 1,185 - 4,605

32. Reserves

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Accumulated losses (107,870) (91,539) (80,363) (75,874)Non distributable:Share premium 21,606 21,606 21,606 21,606Fair value adjustment reserve - (60) - -Revaluation reserve 6,577 6,577 3,910 3,910Employee share option reserve 279 352 279 352Warrant reserve 2,956 13,640 2,956 13,640Other reserve (2,956) (13,640) (2,956) (13,640)Foreign currency translation reserve (2,357) (602) - -

26,105 27,873 25,795 25,868

(81,765) (63,666) (54,568) (50,006)

Share premium represents the excess of the consideration received over the nominal value of the shares issued by the Company.

The revaluation reserve represents revaluation surplus arising from buildings. The revaluation reserve is used to record increases in the fair value of buildings and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity.

The warrant reserve and other reserve represent the reserves arising from the rights issue with free detachable warrants. These reserves are determined based on the estimated fair value of the warrants immediately upon the listing and quotation thereof.

Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available for sale financialassetsuntiltheyaredisposedoforimpaired.



32. Reserves (cont’d)

Employee share option reserve represents the equity settled share options granted to employees. The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity settled share options, and is reduced by the expiry or exercise of the share options.

The foreign currency translation reserve represents exchange differences arising from the translation of the financialstatementsofforeignoperationswhosefunctionalcurrenciesaredifferentfromthatoftheGroup’spresentation currency.

33. Commitments

Group2015

RM’0002014

RM’000Capital commitmentsCapital expenditure not provided for in the financialstatementsareasfollows:

Authorised and contracted for - 50

Analysed as follows:Plantandequipment - 50

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Rental commitmentsThe future minimum lease payments under non

cancellable operating leases are as follows: Not later than 1 year 44 168 44 44Laterthan1yearandnotlaterthan2years 22 396 22 44Laterthan2yearsandnotlaterthan5years - 22 - 22

66 586 66 110

34. Significantrelatedpartydisclosures

34.1 Relatedpartytransactions

Group CompanyTypeof

transactions2015

RM’0002014

RM’0002015

RM’0002014

RM’000NameofcompanySignificanttransactionswithrelated

parties are as follows:

With subsidiaries:Ho Wah Genting Trading Sdn Bhd Management

fees - - 128 128Ho Wah Genting Holiday Sdn Bhd Rental income

Purchases--

--

2411

4-

With an associate:Ho Wah Genting Holiday Sdn Bhd Purchases

Rental income--

3220

--

3220

With companies with common directors:CVMMagnesiumSdnBhd Rental income 16 48 16 48Connectcounty Holdings Berhad Rental income - 44 - 44



34. Significantrelatedpartydisclosures(cont’d)

34.2 Relatedpartybalances

GroupTypeof

transactions2015

RM’0002014

RM’000Individuallysignificantoutstandingbalancesarisingfrom

transactions other than normal trade transactions are as follows:

Financial liabilitiesWith companies with common director:CVMMagnesiumSdnBhd Advances - 28CVMInternationalMarketingSdnBhd Rental deposits - 16VitaxelSdnBhd Advances 7 -

Rental deposits 21 -

With a shareholder:Dato’ Lim Hui Boon Advances - 1,414

CompanyTypeof

transactions2015

RM’0002014

RM’000Financial assets

With subsidiaries:HWG Tin Mining Sdn Bhd Advances 49,913 44,313PT.HoWahGenting Advances 22 22HWG Consortium Sdn Bhd Advances

Allowance fordoubtful debts

513

(513)

513

(513)

- -

HWG Resources Sdn Bhd (formerlyknownasSkyflowerSdnBhd)

AdvancesAllowance fordoubtful debts

6

(6)

3

(3)- -

VitaxelSdnBhd Advances - 1,985WithsubsidiaryofRexOrientalSdnBhd:Orient Sun Motors Sdn Bhd Advances

Allowance fordoubtful debts

-

-

2,010

(1,400)

- 610

Financial liabilities

With subsidiaries:Ho Wah Genting Holiday Sdn Bhd Advances

Rental deposits748

42,221

4Ho Wah Genting Kintron Sdn Bhd Advances 8,946 11,532Ho Wah Genting (Labuan) Ltd Advances 487 406Ho Wah Genting Trading Sdn Bhd Advances 14,723 10,173HWG Minerals Sdn Bhd Advances 17,862 17,862Rex Oriental Sdn Bhd Advances 600 -



34. Significantrelatedpartydisclosures(cont’d)

34.2 Relatedpartybalances(cont’d)

CompanyTypeof

transactions2015

RM’0002014

RM’000With a shareholder: Dato’ Lim Hui Boon Advances - 1,414

With companies with common director:CVMInternationalMarketingSdnBhd Rental deposits - 16VitaxelSdnBhd Advances 7 -

Rental deposits 21 -

34.3 Compensationofkeymanagementpersonnel The key management personnel comprises mainly executive directors of the Company whose remuneration is

disclosed in Note 6.

35. Segment information of the Group

For management purposes, the Group is organised into business units based on their products and services, and has seven reportable operating segments as follows:

Investment - Investment in properties and investment by the holding companyMoulded power supply cord sets - Manufacturing and trading of wires and cables, moulded power supply

cord sets and cable assemblies for electrical and electronic devices and equipment

Wires and cables - Trading of wires and cablesAutomotive - Trading of motor vehiclesMining - Tin mining and its related activitiesTravelling services - Travel agent and tour related servicesDirect selling - Selling of travel kits

Management monitors the operating results of its business units and relies on the segment information as disclosed below for the purpose of making decisions about resource allocation and performance assessment.

The directors together with the management are of the opinion that all inter segment transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.



35.

Segm

ent i

nfor

mat

ion

of th

e G

roup

(con

t’d)

2015

Inve

stm

ent

RM’0

00

Mou

lded

pow

er

supp

ly

cord

set

sRM

’000

Wire

s an

dca

bles

RM’0

00A

utom

otiv

eRM

’000

Min

ing

RM’0

00

Dire

ct

selli

ngRM

’000

Trav

ellin

gse

rvic

esRM

’000

Tota

lRM

’000

Elim

inat

ion

RM’0

00G

roup

RM’0

00Re

venu

eEx

tern

al re

venu

e48

153,

546

11,9

3412

38,

493

9,37

55,

212

188,

731

-18

8,73

1In

ter-s

egm

ent r

even

ue15

211

,481

--

--

4711

,680

(11,

680)

-To

tal r

even

ue20

016

5,02

711

,934

123

8,49

39,

375

5,25

920

0,41

1(1

1,68

0)18

8,73

1Re

sults

(Loss)/Profitfrom

ope

rationsbefore

inte

rest

inco

me

and

div

iden

d

inco

me

(4,0

91)

(5,2

95)

212

(270

)(7

,769

)(3

,252

)(4

80)

(20,

945)

4,39

4(1

6,55

1)In

tere

st in

com

e67

547

-2

--

121

-12

1(Loss)/Profitfrom

ope

rations

(4,0

24)

(5,2

90)

259

(270

)(7

,767

)(3

,252

)(4

80)

(20,

824)

4,39

4(1

6,43

0)Fi

nanc

e co

sts

(2)

(3,2

99)

(529

)-

(4)

--

(3,8

34)

-(3

,834

)Lo

ss b

efor

e ta

x(4

,026

)(8

,589

)(2

70)

(270

)(7

,771

)(3

,252

)(4

80)

(24,

658)

4,39

4(2

0,26

4)In

com

e ta

x ex

pens

e62

57-

--

--

119

-11

9N

et lo

ss fo

r the

yea

r(3

,964

)(8

,532

)(2

70)

(270

)(7

,771

)(3

,252

)(4

80)

(24,

539)

4,39

4(2

0,14

5)N

on c

ontro

lling

inte

rest

s1

--

813,

808

-3

3,89

3-

3,89

3Lo

ss a

ttrib

utab

le to

ow

ners

of

the

Com

pany

(3,9

63)

(8,5

32)

(270

)(1

89)

(3,9

63)

(3,2

52)

(477

)(2

0,64

6)4,

394

(16,

252)

Ass

ets

and

liabi

litie

sSe

gmen

t ass

ets

134,

618

100,

436

31,6

75-

28,3

73-

2,07

129

7,17

3(1

86,0

82)

110,

191

Con

solid

ated

tota

l ass

ets

134,

618

100,

436

31,6

75-

28,3

73-

2,07

129

7,17

3(1

86,0

82)

110,

191

Segm

ent l

iabi

litie

s50

,887

93,8

5918

,801

-53

,980

-33

721

7,86

4(1

32,5

45)

85,3

19C

onso

lidat

ed to

tal l

iabi

litie

s50

,887

93,8

5918

,801

-53

,980

-33

721

7,86

4(1

32,5

45)

85,3

19



35.

Segm

ent i

nfor

mat

ion

of th

e G

roup

(con

t’d)

2015

Inve

stm

ent

RM’0

00

Mou

lded

pow

er

supp

ly

cord

set

sRM

’000

Wire

s an

dca

bles

RM’0

00A

utom

otiv

eRM

’000

Min

ing

RM’0

00

Dire

ct

selli

ngRM

’000

Trav

ellin

gse

rvic

esRM

’000

Tota

lRM

’000

Elim

inat

ion

RM’0

00G

roup

RM’0

00O

ther

info

rmat

ion

Cap

ital e

xpen

ditu

re

593,

740

--

100

175

444,

118

-4,

118

Am

ortis

atio

n of

inta

ngib

le a

sset

s-

--

-9

42-

51-

51Amortisationoffina

ncialgua

rantee

lia

bilit

ies

(1,4

49)

--

--

--

(1,4

49)

1,44

9-

Dep

reci

atio

n of

pro

perty

, pl

ant a

nd e

quip

men

t58

92,

847

119

1,51

416

84,

994

155,

009

Mat

eria

l non

cas

h ite

ms o

ther

than

d

epre

ciat

ion

and

am

ortis

atio

n -

Allo

wan

ce fo

r dou

btfu

l deb

ts43

--

--

--

43-

43 -

Bad

deb

ts w

ritte

n of

f51

4-

--

-13

3-

647

-64

7 -

Unre

alise

d lo

ss o

n fo

reig

n

exc

hang

e32

4-

--

-25

5-

579

283

862

-Re

tirem

entb

enefito

bligations

-1,

200

--

--

-1,

200

-1,

200

- Un

real

ised

gai

n on

fore

ign

e

xcha

nge

-(2

,100

)(1

,578

)-

-(8

)-

(3,6

86)

-(3

,686

) -

Impa

irmen

t los

s of i

nves

tmen

t in

subs

idia

ries

1,97

5-

--

--

-1,

975

(1,9

75)

- -

Inve

ntor

ies w

ritte

n of

f-

--

--

310

-31

0-

310

-Prop

erty,p

lantand

equ

ipmen

t w

ritte

n of

f-

325

--

--

-32

5-

325



35.

Segm

ent i

nfor

mat

ion

of th

e G

roup

(con

t’d)

2014

Inve

stm

ent

RM’0

00

Mou

lded

pow

er

supp

ly

cord

sets

RM’0

00

Wire

s an

dca

bles

RM’0

00A

utom

otiv

eRM

’000

Min

ing

RM’0

00

Dire

ct

sellin

gRM

’000

Trav

ellin

gse

rvic

esRM

’000

Tota

lRM

’000

Elim

inat

ion

RM’0

00G

roup

RM’0

00Re

venu

eEx

tern

al re

venu

e61

0172,914

13,9

3066

02,083

182

648

191,027

-191,027

Inte

r-seg

men

t rev

enue

132

12,147

-74

--

912,362

(12,362)

-

Tota

l rev

enue

742

185,

061

13,9

3073

42,083

182

657

203,389

(12,362)

191,027

Resu

lts(Loss)/Profitfrom

ope

rationsbefore

inte

rest

inco

me

and

div

iden

d

inco

me

(41,

858)

(2,508)

312

(4,1

96)

(3,0

17)

(1,213)

76(52,404)

33,8

03(1

8,60

1)D

ivid

end

inco

me

-3

--

--

-3

-3

Inte

rest

inco

me

-10

--

2-

517

-17

(Loss)/Profitfrom

ope

rations

(41,

858)

(2,495)

312

(4,1

96)

(3,0

15)

(1,213)

81(52,384)

33,8

03(1

8,58

1)Fi

nanc

e co

sts

(3)

(3,8

76)

(708

)-

(5)

--

(4,592)

-(4,592)

Shar

e in

loss

es o

f ass

ocia

te(7

4)-

--

--

-(7

4)-

(74)

(Loss)/Profitbeforetax

(41,

935)

(6,3

71)

(396

)(4

,196

)(3,020)

(1,213)

81(5

7,05

0)33

,803

(23,247)

Inco

me

tax

expe

nse

6248

(300

)-

--

-(1

90)

-(1

90)

Net(loss)/profitfo

rthe

yea

r(4

1,87

3)(6,323)

(696

)(4

,196

)(3,020)

(1,213)

81(57,240)

33,8

03(23,437)

Non

con

trollin

g in

tere

sts

9-

-36

11,

480

-1

1,85

1-

1,85

1(Loss)/Profitattributab

leto

ow

ners

of t

he C

ompa

ny(4

1,86

4)(6,323)

(696

)(3

,835

)(1

,540

)(1,213)

82(5

5,38

9)33

,803

(21,586)

Ass

ets

and

liabi

litie

sSe

gmen

t ass

ets

137,425

126,329

45,6

781,

435

29,135

927

2,585

343,

514

(193

,475

)15

0,03

9

Con

solid

ated

tota

l ass

ets

137,425

126,329

45,6

781,

435

29,135

927

2,585

343,

514

(193

,475

)15

0,03

9

Segm

ent l

iabi

litie

s50

,503

110,528

32,533

2,295

46,9

852,059

241

245,144

(140

,400

)10

4,74

4

Con

solid

ated

tota

l lia

bilit

ies

50,5

03110,528

32,533

2,295

46,9

852,059

241

245,144

(140

,400

)10

4,74

4



35.

Segm

ent i

nfor

mat

ion

of th

e G

roup

(con

t’d)

2014

Inve

stm

ent

RM’0

00

Mou

lded

pow

er

supp

ly

cord

set

sRM

’000

Wire

s an

dca

bles

RM’0

00A

utom

otiv

eRM

’000

Min

ing

RM’0

00

Dire

ct

selli

ngRM

’000

Trav

ellin

gse

rvic

esRM

’000

Tota

lRM

’000

Elim

inat

ion

RM’0

00G

roup

RM’0

00O

ther

info

rmat

ion

Cap

ital e

xpen

ditu

re

542,540

-5

144

9116

2,850

(15)

2,835

Am

ortis

atio

n of

inta

ngib

le a

sset

s-

--

-8

72-

80-

80Amortisationoffina

ncialgua

rantee

lia

bilit

ies

(2,460)

--

--

--

(2,460)

2,460

-D

epre

ciat

ion

- pro

perty

, pla

nt a

nd e

quip

men

t58

73,294

276

211

82

4,18

0-

4,18

0- i

nves

tmen

t pro

perti

es236

--

--

--

236

-236

Mat

eria

l non

cas

h ite

ms o

ther

than

d

epre

ciat

ion

and

am

ortis

atio

n- A

llow

ance

for d

oubt

ful d

ebts

2,179

--

-237

215

-2,631

(1,4

19)

1,212

- Bad

deb

ts w

ritte

n of

f11

--

--

--

11-

11- U

nrea

lised

loss

on

fore

ign

ex

chan

ge79

6043

6-

--

-57

5(5

19)

56-R

etiremen

tben

efito

bligations

-33

1-

--

--

331

-33

1- U

nrea

lised

gai

n on

fore

ign

ex

chan

ge-

(77)

(436

)(3

3)-

--

(546

)-

(546

)- I

mpa

irmen

t los

s of a

vaila

ble

for

salefina

ncialassets

2,538

--

--

--

2,538

-2,538

- Im

pairm

ent l

oss o

f inv

estm

ent

in su

bsid

iarie

s34

,081

--

--

--

34,0

81(3

4,08

1)-

- Im

pairm

ent l

oss o

n go

odw

ill-

--

3,025

--

-3,025

-3,025

- Dep

osits

writ

ten

off

--

--

-123

-123

(8)

115

- Im

pairm

ent l

oss o

f inv

estm

ent i

n

an a

ssoc

iate

43-

--

--

-43

(43)

-



35. Segment information of the Group (cont’d)

Customers segment information

Revenue from transactions with major customers arising from sales by the moulded power supply cord sets segment that individually accounted for 10 percent or more of the Group’s revenue are summarised below:

2015RM’000

2014RM’000

Customer A 16,405 44,284Customer B 19,937 -Customer C 25,184 31,747

61,526 76,031

Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on geographical location of customers. Segment assets are based on the geographical location of the assets.

Revenue Non current assets2015

RM’0002014

RM’0002015

RM’0002014

RM’000Malaysia 35,185 17,841 36,591 40,227Asia 15,529 19,449 29,988 23,046North America 138,017 153,737 - -

188,731 191,027 66,579 63,273

Non current assets information presented above consist of property, plant and equipment, investment properties, exploration and evaluation assets, intangible assets, investment in an associate and goodwill on consolidationaspresentedinthestatementsoffinancialposition.

36. Fair value of assets and liabilities

36.1 Fairvaluehierarchy

The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:

• Level1fairvaluemeasurementsarethosederivedfromquotedprices(unadjusted)inactivemarketsforidentical assets or liabilities;

• Level2fairvaluemeasurementsarethosederivedfrominputsotherthanquotedpricesincludedwithinLevel 1 that are observable for the assets or liabilities, either directly (i.e. prices) or indirectly (i.e. derived from prices); and

• Level3fairvaluemeasurementsarethosederivedfromvaluationtechniquesthatincludeinputsfortheassets or liabilities that are not based on observable market data (unobservable inputs).



36. Fair value of assets and liabilities (cont’d)

36.2 Assets measured at fair value

The following table provides an analysis of each class of assets measured at fair value at the end of the reporting period

Group2015

Fair value measurements at the end of the reporting period usingLevel 1RM’000

Level 2RM’000

Level 3RM’000

TotalRM’000

Non recurring fair value measurementsNonfinancialassets:Property,plantandequipmentBuildings - 19,385 - 19,385

Group2014


Level 2RM’000

Level 3RM’000

TotalRM’000

Recurring fair value measurementsFinancial assets:AvailableforsalefinancialassetsQuoted shares 5,990 - - 5,990


TherewerenotransfersbetweenLevels1and2inthecurrentandpreviousreportingperiods.

Company2015


Level 2RM’000

Level 3RM’000

TotalRM’000

Non recurring fair value measurementsNonfinancialassets:Property,plantandequipmentBuildings - 8,712 - 8,712Investment in subsidiariesImpaired subsidiaries carried at fair value

less cost of disposal - - 36,879 36,879



36. Fair value of assets and liabilities (cont’d)

36.2 Assets measured at fair value (cont’d)

Company2014


Level 2RM’000

Level 3RM’000

TotalRM’000

Recurring fair value measurementsFinancial assets:AvailableforsalefinancialassetsQuoted shares 5,890 - - 5,890


Investment in subsidiariesImpaired subsidiaries carried at fair value

less cost of disposal - - 38,835 38,835

TherewerenotransfersbetweenLevels1and2inthecurrentandpreviousreportingperiods.

ValuationtechniquesusedtoderiveLevel2fairvalues

The fair values of buildings have been derived using the sales comparison approach. Sales prices of comparable buildingsincloseproximityareadjustedfordifferencesinkeyattributessuchaspropertysize.Themostsignificantinput into this valuation approach is price per square foot.

ValuationtechniquesusedtoderiveLevel3fairvalues

The valuation of investment in subsidiaries under level 3 were derived based on the audited net assets as at reportingdate,asthesubsidiariesarenotgeneratingsubstantialoperatingcashflowsfordiscountingpurposes.

36.3 Financialassetsandfinancialliabilitiesnotcarriedatfairvalueandwhosecarryingamountsarereasonableapproximation of fair value

The carrying amounts of cash and cash equivalents, receivables and payables, and other liabilities approximate theirrespectivefairvaluesduetotherespectiveshort-termmaturityofthesefinancialinstruments.

The fair values of theGroups’ term loans and hire purchaseand finance lease liabilities approximate theircarryingamount.Termloansarefloatingrateinstrumentsthatarere-pricedtomarketinterestratesonornearthereportingdate.Hirepurchaseandfinanceleaseliabilitiesinstrumentsenteredwithinterestrateswhicharereasonable approximation of the market interest rates on or near reporting date.

37. Eventssubsequenttothereportingdate

(a) ThesealedorderoftheHighCourtofMalayaconfirmingtheparvaluereductionoftheCompanywaslodgedwiththeCompaniesCommissionofMalaysiaon7January2016,uponwhichtheCompany’spar value reduction shall take effect. The par value reduction entails the cancellation of RM0.15 of the parvalueofeveryexistingordinary shareofRM0.20each in theCompanyand the resultingcapitalreductionofRM90,172,000istobeoff-setagainsttheaccumulatedlossesoftheCompany.

(b) PursuanttotheoutcomeoftheExtraordinaryGeneralMeetingoftheCompanyheldonthe12November2015inrelationtotheterminationoftheCompany’sexistingEmployees’ShareOptionScheme(“ExistingESOS”),theCompanyhadon22February2016terminatedtheExistingESOS.



37. Eventssubsequenttothereportingdate(cont’d)

(c) On22March2016,theCompanycompleted its renounceablerights issueby issuanceof306,169,423new ordinary shares of RM0.05 each issued at RM0.08 per ordinary share. The Company had also issued 244,935,533freedetachablewarrants(“Warrant2016/2021”)onthebasisof4warrantsforevery5rightsissuesharessubscribedfor.TheproceedsraisedfromtherightsissueamountedtoRM24,494,000.

ConsequentlyandinaccordancewiththeadjustmentrequirementsoftheDeedPollgoverningWarrants2011/2016,anadditional1,065,765Warrants2011/2016wereissuedtotheentitledWarrants2011/2016holdersandtheexercisepriceofWarrants2011/2016isadjustedtoRM0.18foreachordinaryshareofRM0.05 in the Company.

Warrants2016/2021willexpireon15March2021andentitletheholderstosubscribeforordinarysharesin the Company of RM0.05 each at an exercise price of RM0.08 per ordinary share.

38. Financialinstruments,financialrisksandcapitalriskmanagement

38.1 Categoriesoffinancialinstruments

Thefollowingtablesetsoutthefinancialinstrumentsasatthereportingdate:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Financial assetsAvailable for sale:-otherfinancialassets - 5,990 - 5,890Loans and receivables:- trade and other receivables 13,120 9,296 50,079 47,169- cash and cash equivalents 4,234 11,847 3,236 1,287

17,354 27,133 53,315 54,346Financial liabilitiesAmortised cost:-borrowings(floatingrate) 32,648 47,405 - --hirepurchaseandfinanceleaseliabilities(fixedrate) 37 115 - 57

- trade and other payables (non interest bearing) 37,548 44,996 49,377 49,633

70,233 92,516 49,377 49,690

38.2 Financial risk management objectives and policies

TheGroup’s overall financial riskmanagement programme seeks tominimise potential adverse effects onfinancialperformanceoftheGroup.

TheGroupdoesnotholdorissuederivativefinancialinstrumentsforspeculativepurposes.

TherehasbeennochangeintheGroup’sexposuretothesefinancialrisksorthemannerinwhichitmanagesand measures the risks.

Foreign exchange risk management

The Group operates internationally and is exposed to foreign exchange risk. Foreign currency denominated assetsandliabilitiestogetherwithexpectedcashflowsfromhighlyprobablepurchasesandsalesgiverisetoforeign exchange exposures.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.



38. Financialinstruments,financialrisksandcapitalriskmanagement(cont’d)

38.2 Financial risk management objectives and policies (cont’d)

Foreign exchange risk management (cont’d)

ThenetunhedgedfinancialassetsandfinancialliabilitiesoftheGroupcompaniesthatarenotdenominatedintheir functional currencies are as follows:

Net Financial Assets/(Liabilities) Held in Non-Functional Currencies

FunctionalcurrencyoftheGroup

Hong Kong Dollar

RM’000

Indonesian RupiahRM’000

United States Dollar

RM’000

Singapore Dollar

RM’000

New Taiwan

DollarRM’000

Total RM’000

At 2015Ringgit Malaysia - - (58) - - (58)United States Dollar - (1,968) - 345 - (1,623)

- (1,968) (58) 345 - (1,681)At 2014Ringgit Malaysia 5,890 - (5,831) - 774 833United States Dollar - (1,444) - (2,857) - (4,301)

5,890 (1,444) (5,831) (2,857) 774 (3,468)

Net Financial Assets/(Liabilities) Held in Non-Functional Currencies

FunctionalcurrencyoftheCompany

Hong Kong Dollar

RM’000

United States Dollar

RM’000Total

RM’000At 2015Ringgit Malaysia - (487) (487)At 2014Ringgit Malaysia 5,890 (406) 5,484

The following table details the sensitivity to a 10% increase and decrease in the relevant foreign currencies against the functional currency of the Group. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items adjusted at the reporting period end for a 10% change in foreign currency rates. If the relevant foreign currencies strengthen by 10% against the functional currency of the Group, loss before tax will (increase)/decrease by:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000FunctionalcurrencyinRinggitMalaysiaUnited States Dollar (6) (583) (49) (41)New Taiwan Dollar - 77 - -Hong Kong Dollar - 589 - 589

Group2015

RM’0002014

RM’000

FunctionalcurrencyinUnitedStatesDollarIndonesian Rupiah (197) (144)Singapore Dollar 35 (286)

The opposite applies if the relevant foreign currencies weaken by 10% against the functional currency of the Group.





Interest rate risk management

The Group’s primary interest rate risk relates to interest bearing debts. The Group manages its interest rate exposurebymaintainingaprudentmixoffixedandfloatingrateborrowings.TheGroupactivelyreviewsitsdebtportfolio, taking into account the investment holding period and nature of its assets. The information on maturity datesandeffectiveinterestratesoffinancialliabilitiesaredisclosedintheirrespectivenotes.

The sensitivity analysis below have been determined based on the exposure to interest rates for the banking facilities at the reporting date. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group loss beforetaxwouldincrease/decreasebyRM163,000(2014:RM237,000).

Credit risk management

The Group’s credit risk is primarily attributable to its trade and other receivables and cash and bank balances. Credit risks are managed by the application of credit approvals limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via the Group’s management reporting procedures.Forotherfinancialassets includingcashandbankbalances, theGroupminimisescredit riskbydealing exclusively with high credit rating counterparties. The Group performs ongoing credit evaluation of its customers and generally does not require collateral on account receivables. At reporting date, there were no significantconcentrationsofcreditriskotherthanasfollows:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Amount due from a customer 3,621 6,477 - -Amount due from a subsidiary - - 49,913 44,313Bankbalancewithafinancialinstitution 3,396 - - -

Managementbelievesthatthesoundfinancialstandingofthecustomerandthefinancialinstitutionsubstantiallymitigates the Group’s exposure to credit risk.

TheamountreceivablefromcustomersinUnitedStatesofAmericarepresentedapproximately83%(2014:82%)of the total trade receivables of the Group.

TheCompanyprovidesunsecuredfinancialguaranteestolicensedbanksinrespectofbankingfacilitiesgrantedto subsidiaries and to a supplier for the granting of trade credit to a subsidiary. The Company monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries. The maximum exposure tocreditriskamountstoRM20,545,000(2014:RM18,640,000)representingthetotaloutstandingtradepayableand banking facilities of the subsidiaries as at reporting date.

Liquidityriskmanagement

TheGroupmaintainssufficientcashandbankbalances,andinternallygeneratedcashflowstofinancetheiractivities.TheGroupfinancesitsoperationsbyacombinationofequityandbankborrowings.

Thefollowingtablesdetailtheremainingcontractualmaturityfornon-derivativefinancialliabilities.Thetableshavebeendrawnupbasedontheundiscountedcashflowsoffinancialliabilitiesbasedontheearliestdateonwhich the Group and the Company can be required to pay.





Liquidityriskmanagement(cont’d)

Contractualcashflows(includinginterestpayments)

GroupCarryingamountRM’000

TotalRM’000

On demandor within1year

RM’000

Within 1 to2yearsRM’000


More than5yearsRM’000

2015Non interest bearing debts 37,548 37,548 37,548 - - -Hirepurchaseandfinanceleaseliabilities(fixedrate) 37 43 17 17 9 -

Loans and borrowings (floatingrate) 32,648 40,820 9,471 9,188 16,302 5,859

70,233 78,411 47,036 9,205 16,311 5,8592014Non interest bearing debts 44,996 44,996 44,996 - - -Hirepurchaseandfinanceleaseliabilities(fixedrate) 115 130 62 42 26 -

Loans and borrowings (floatingrate) 47,405 57,283 22,419 7,968 20,656 6,240

92,516 102,409 67,477 8,010 20,682 6,240

Contractualcashflows(includinginterestpayments)

CompanyCarryingamountRM’000

TotalRM’000

On demandor within1year

RM’000


2015Non interest bearing debts 48,308 48,308 48,308 -2014Non interest bearing debts (excludingfinancialguaranteeliabilities) 47,115 47,115 47,115 -

Hirepurchaseandfinanceleaseliabilities(fixedrate) 57 59 37 22

47,172 47,174 47,152 22

Market price risk

MarketpriceriskistheriskthatthefairvalueorfuturecashflowsoftheGroup’sfinancialinstrumentswillfluctuatebecause of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The quoted equity instruments are listed on the Bursa Malaysia Securities Berhad and The Stock Exchange of Hong Kong Limited,andareclassifiedasavailableforsalefinancialassets.

Management of the Group monitors the equity instruments on a portfolio basis. Material instruments within the portfolio are managed on an individual basis and all buy and sell decisions are by the executive directors.





Market price risk (cont’d)

The effect of a 10% strengthening in the specified stock prices at the end of the reporting periodwith allother variables held constant would have increased the fair value adjustment reserve in equity and other comprehensive income as follows:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Entities listed in:Bursa Malaysia Securities Berhad - 10 - -The Stock Exchange of Hong Kong Limited - 589 - 589

A10%weakeninginspecifiedstockpriceswouldhaveequalbutoppositeeffectonthefairvalueadjustmentreserve in equity and other comprehensive income respectively.

38.3 Capitalstructureandequity

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while providing an adequate return to stakeholders through the optimisation of the debt and equity balance.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. 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.

The Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debtdividedbyadjustedcapital.Netdebtiscalculatedastotaldebt(asshowninthestatementsoffinancialposition) less cash and cash equivalents. Adjusted capital comprises all components of equity and reserves that are managed as capital.

During the reporting period ended 31 December 2015, the Group’s and the Company’s strategy wereunchangedfrom31December2014whichistomaintainthedebt-to-adjustedcapitalratioataleveldeemedappropriateconsideringbusiness,economicandinvestmentconditionsinordertosecureaccesstofinanceatareasonablecost.Thedebt-to-adjustedcapitalratiosat31December2015and31December2014wereasfollows:

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000Total debts 32,685 47,520 - 57Less: cash and cash equivalents (4,234) (11,847) (3,236) (1,287)

Net debts 28,451 35,673 (3,236) (1,230)

Total equity 25,772 45,295 65,661 68,200

Debt-to-adjusted capital ratio 110.4% 78.8% - -



39. Supplementaryinformation–breakdownofretainedprofits/accumulatedlossesintorealisedandunrealised

The breakdown of the retained profits/accumulated losses of the Group and of the Company as at 31December 2015 into realisedandunrealised ispresented inaccordancewith thedirective issuedbyBursaMalaysia Securities Berhaddated 25March 2010andprepared in accordancewithGuidanceon SpecialMatterNo.1,DeterminationofRealisedandUnrealisedProfitsorLossesintheContextofDisclosurePursuanttoBursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company2015

RM’0002014

RM’0002015

RM’0002014

RM’000

Total(accumulatedlosses)/retainedprofit of the Company and its subsidiaries - Realised (110,694) (92,029) (80,039) (75,795) - Unrealised 2,824 490 (324) (79)

(107,870) (91,539) (80,363) (75,874)Less: Consolidation adjustments - - - -Accumulated losses as perfinancialstatements (107,870) (91,539) (80,363) (75,874)



Analysis Of Shareholdings AsAt31March2016

Authorized Capital : RM500,000,000.00IssuedandfullyPaid-upCapital : RM45,365,723.35Number of Shares Issued : 907,314,467Number of Shareholders : 12,720Class of Shares : Ordinary shares of RM0.05 eachVoting Rights : One vote per ordinary share

A. Distribution of Shareholdings

Range of Holdings No. of Holders % of Holders No. of Shares % of SharesLess than 100 139 1.09 5,454 0.00

100 to 1,000 1,871 14.71 1,438,246 0.161,001 to 10,000 4,906 38.57 27,216,622 3.0010,001 to 100,000 4,597 36.14 182,031,620 20.06100,001 to less than 5% of issued shares 1,206 9.48 594,936,525 65.575% and above of issued shares 1 0.01 101,686,000 11.21Total 12,720 100 907,314,467 100

B. Directors’ Interests as per Register of Directors’ Shareholdings

Direct IndirectName No. of Shares % No. of Shares %

Datuk Teo Tiew 225,300 0.02 - -Dato’ Lim Ooi Hong - - 101,686,000A 11.21Mr. Lim Wee Kiat - - 101,686,000A 11.21Dato’ Mohd Shahar Bin Abdul Hamid - - - -Mr.TeeLayPeng - - - -Mr.WongTuckJeong - - - -Ms. Elaine Tan Ai Lin - - - -

Note: A Deemed interested through Kintron Holding Sdn Bhd by virtue of Section 6A(4)(c) of the Act.

C. Substantial Shareholders as per Register of Substantial Shareholders

Shares Warrant DB

Direct Indirect Direct IndirectName No. of Shares % No. of Shares % No. of Warrant % No. of Warrant %

Kintron Holding Sdn Bhd 101,686,000 11.21 - - 10,000,000 4.08 - -Dato’ Lim Ooi Hong - - 101,686,000A 11.21 - - 10,000,000A 4.08

Mr. Lim Wee Kiat - - 101,686,000A 11.21 - - 10,000,000A 4.08

Note: A Deemed interested through Kintron Holding Sdn Bhd by virtue of Section 6A(4)(c) of the Act. B The percentage ratio is computed based on total Warrant D in issued of 244,935,533.


Analysis Of Shareholdings (Cont’d) AsAt31March2016

D. TopThirtySecuritiesAccountHolders

No. Shareholders No. of Shares %

1. M&ANominee(Tempatan)SdnBhdPledgedSecuritiesAccountForKintronHoldingSdnBhd

101,686,000 11.21

2. Maybank Nominee (Tempatan) Sdn BhdWong Chin Kong

34,071,800 3.76

3. HLIB Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForSiewBoonYeong

30,718,400 3.39

4. Infortech Software Sdn Bhd 19,488,500 2.155. RHB Capital Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForTanCheeChuan11,061,000 1.22

6. Choo Kwang Wah 7,320,000 0.817. RHB Capital Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForKhoEngHue@KohEngHooi(CEB)7,000,000 0.77

8. Yong Kar Keong 6,264,900 0.699. Kenanga Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForLimHockSing6,050,000 0.67

10. AllianceGroup Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForSiewBoonYeong

6,009,400 0.66

11. Maybank Nominee (Tempatan) Sdn BhdPledgedSecuritiesAccountForWongChinKong

5,700,000 0.63

12. Oh Chwee Hoe 5,000,000 0.5513. Richard Mah Foo Kheong 5,000,000 0.5514. VincentTanSeiKeong 4,500,000 0.5015. CIMSEC Nominees (Asing) Sdn Bhd

ExemptAnForCIMBSecurities(Singapore)PteLtd(RetailClients)4,440,646 0.49

16. AffinHwangNominees(Tempatan)SdnBhdDBSVickersSecs(S)PteLtdForJustinLimHwaTat

4,406,000 0.49

17. Gan Siong Kuan 4,284,000 0.4718. AllianceGroup Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForOngSiewEng@OngChai(8040800)4,000,500 0.44

19. Seng Siaw Wei 4,000,000 0.4420. DB (Malaysia) Nominee (Asing) Sdn Bhd

Exempt An For Bank of Singapore Limited 3,750,000 0.41

21. RHB Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForMohdShafieBinAbdullah

3,650,000 0.40

22. CIMSEC Nominees (Tempatan) Sdn BhdCIMBBankForNgChaiHock(MY0972)

3,200,102 0.35

23. DB (Malaysia) Nominee (Asing) Sdn BhdExemptAnForNomuraPBNomineesLtd

3,002,000 0.33

24. Seik Thye Kong 3,000,000 0.3325. PublicNominees(Tempatan)SdnBhd

PledgedSecuritiesAccountForOngYewBeng(E-SJA)2,905,200 0.32

26. Gurmakh Singh A/L Ajmer Singh 2,853,700 0.3127. Ng Wai Yuan 2,500,000 0.2828. Lee Lai Ming 2,400,000 0.2629. Tan Sui Lan 2,227,000 0.2530. CIMSEC Nominees (Tempatan) Sdn Bhd

CIMBForLeeYeeMin(PB)2,200,000 0.24

Total 302,689,148 33.36


Analysis Of Warrantholdings AsAt31March2016

WARRANT C

Number of Warrants Issued : 12,913,522ExpiryDate : 22September2016

A. Distribution of Warrant C Holdings

Range of Holdings No. of Holders % of Holders No. of Warrants % of WarrantsLess than 100 41 8.49 1,949 0.02100 to 1,000 90 18.63 39,913 0.311,001 to 10,000 199 41.20 615,396 4.7710,001 to 100,000 118 24.43 3,932,733 30.45100,001 to less than 5% of issued warrants 33 6.83 6,185,453 47.905% and above of issued warrants 2 0.41 2,138,078 16.56Total 483 100 12,913,522 100


Direct IndirectName No. of Warrants % No. of Warrants %

Datuk Teo Tiew 11,989 0.09 - -

C. TopThirtyWarrantCHolders

No. Warrant Holders No. of Warrants %

1. Tan Teik Long 1,192,953 9.242. Maybank Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForLimGimLeong945,125 7.32


435,981 3.38

4. DB (Malaysia) Nominee (Asing) Sdn Bhd Exempt An For Bank of Singapore Limited

408,732 3.17

5. Kenanga Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForOngChunAik(08000059Q-008)

389,113 3.01

6. Ng Teck Chai 326,113 2.537. PublicNominees(Tempatan)SdnBhd

PledgedSecuritiesAccountForWoonTeongHwa(E-KPG)

310,498 2.40

8. Maybank Nominees (Tempatan) Sdn Bhd PledgedSecuritiesAccountForLeeTianAn

307,802 2.38

9. Tan Boon Kuan 294,178 2.2810. Maybank Nominees (Tempatan) Sdn Bhd

Loh Chin Tiang245,239 1.90

11. VunVoonSiew 218,753 1.6912. Norliah Binti Said 217,772 1.6913. Yusof Bin Abdul Rahman 203,821 1.5814. Tan Tai Soo 192,812 1.4915. Tan Teck Ting 178,752 1.3816. Lee Kok Chaw 172,212 1.3317. Chua Lee Guan 158,697 1.2318. Su-Hong Enterprise Sdn Bhd 149,105 1.15


Analysis Of Warrantholdings (Cont’d)AsAt31March2016

C. TopThirtyWarrantCHolders

No. Warrant Holders No. of Warrant %

19. Lai Kok Thye 133,469 1.0320. MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForChanSuatFar@ChanSuatFah(MGN-CSF0004M)

130,794 1.01

21. Maybank Nominees (Tempatan) Sdn BhdLawrence Ngu Tai Hung

129,766 1.00

22. Soo Heng Chin 128,505 1.0023. Kenanga Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForEvelynWeeEeLin(08E00020Q-008)128,069 0.99

24. Ooi Lim Hai 119,894 0.9325. Ng Man Hong 115,426 0.8926. HLIB Nominees (Tempatan) Sdn Bhd

HongLeongBankBhdForYapLingPing114,445 0.89

27. Chai Kum Wah 108,995 0.8428. Chia Song Kang 108,995 0.8429. Goh Swee Keow 108,995 0.8430. Goh Teong Seng 108,995 0.84

Total 7,784,006 60.28

WARRANT D

Number of Warrants Issued : 244,935,533ExpiryDate : 15March2021

A. Distribution of Warrant D Holdings

Range of Holdings No. of Holders % of Holders No. of Warrants % of WarrantsLess than 100 5 0.29 360 0.00100 to 1,000 45 2.61 28,680 0.011,001 to 10,000 498 28.87 2,859,666 1.1710,001 to 100,000 869 50.38 33,830,915 13.81100,001 to less than 5% of issued warrants 307 17.80 189,732,112 77.465% and above of issued warrants 1 0.06 18,483,800 7.55Total 1,725 100 244,935,533 100


Direct IndirectName No. of Warrants % No. of Warrants %

Datuk Teo Tiew 100,000 0.04 - -

Dato’ Lim Ooi Hong - - 10,000,000A 4.08

Mr. Lim Wee Kiat - - 10,000,000A 4.08

Note: A Deemed interested through Kintron Holding Sdn Bhd by virtue of Section 6A(4)(c) of the Act.


Analysis Of Warrantholdings (Cont’d)AsAt31March2016

C. TopThirtyWarrantDHolders

No. Warrant Holders No. of Warrants %

1. Seik Thye Kong 18,483,800 7.552. M&ANominee(Tempatan)SdnBhd

PledgedSecuritiesAccountForKintronHoldingSdnBhd(M&A)10,000,000 4.08

3. Yii Leh Kiew 10,000,000 4.084. Kenanga Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForGanBoonGuat(028)8,780,000 3.58

5. Choo Kwang Wah 8,150,000 3.336. Maybank Nominees (Tempatan) Sdn Bhd

Wong Chin Kong7,128,720 2.91

7. RHB Capital Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForTanCheeChuan

6,424,400 2.62

8. LowPakSeng 6,002,600 2.459. AllianceGroup Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForOngSiewEng@OngChai(8040800)5,200,400 2.12

10. Kenanga Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForKohBoonPoh(008)

4,504,000 1.84


4,287,360 1.75

12. CIMSEC Nominees (Tempatan) Sdn BhdCIMB Bank For Yeong Choon Hong (MM0434)

3,800,000 1.55

13. Tye Sok Chin 3,500,000 1.4314. ChangTengTeng@TiewTengTeng 3,250,100 1.3315. RHB Capital Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForKhoEngHue@KohEngHooi(CEB)2,800,000 1.14

16. AllianceGroup Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountForSiewBoonYeong

2,603,760 1.06

17. DB (Malaysia) Nominee (Asing) Sdn BhdExemptAnForNomuraPBNomineesLtd

2,400,800 0.98

18. VincentTanSeiKeong 2,400,000 0.9819. Yong Kar Keong 2,400,000 0.9820. Lee Mee Kuen 2,000,000 0.8221. Oh Chwee Hoe 2,000,000 0.8222. Yap Mei Lian 1,600,000 0.6523. PangCheeKeong 1,480,000 0.6024. Saw Chew Yuen 1,460,000 0.6025. Goh Yu Meng 1,450,000 0.5926. CIMSEC Nominees (Asing) Sdn Bhd

PledgedSecuritiesAccountForNoblePlanSdnBhd1,400,000 0.57

27. Wong Kook Chee 1,288,000 0.5328. Norrizah Binti Hamid 1,200,000 0.4929. Maybank Nominees (Tempatan) Sdn Bhd

PledgedSecuritiesAccountForWongChinKong1,160,000 0.47

30. KohBoonPoh 1,037,200 0.42Total 128,191,140 52.34


List Of PropertiesAsAt31December2015

Location/Description Existing use

Approximateage of

building(year)

Land area(sq.ft.) Tenure

DateofAcquisition(“A”)/Revaluation (“R”)

Net BookValue

(RM’000)

HO WAH GENTING BERHAD

Lot 1066, Seksyen 69Kuala LumpurWilayahPersekutuan[No.35,JalanMaharajalela50150 Kuala Lumpur]

4½storeyshopcumoffice

Commercialpremises

31 1,324 Freehold 06.03.2014(R)

2,533

Lot 1067 and 1068,Seksyen 69Kuala LumpurWilayahPersekutuan[No.37&39,JalanMaharajalela50150 Kuala Lumpur]

Two adjoining 4 ½ storeyintermediate and cornershopcumoffice

Commercialpremises

31 3,045 Freehold 20.05.2013(R)

6,153

Lot2.72,2ndFloorWismaPuncaEmasJalanYamTuan,SerembanNegeri SembilanDarul Khusus

A shoplot in shoppingcomplex

Commercialpremises

33 140 Freehold 23.03.1994(A)

27

PT. HO WAH GENTING, INDONESIAKawasan Bintang Industri IINo.29,29A&30JalanBrigadirJenderalKatamsoTanjung Uncang/SagulungSekupang BatamRiau, Indonesia

ComprisingPlantIwithannexeddoublestoreyoffice

Industrialcumofficepremises

17 159,564 Leaseholdexpiring in

2034

04.03.2014(R)

2,255


List Of Properties (Cont’d)AsAt31December2015

Location/Description Existing use

Approximateage of

building(year)

Land area(sq.ft.) Tenure

DateofAcquisition(“A”)/Revaluation (“R”)

Net BookValue

(RM’000)

PT. HO WAH GENTING, INDONESIA (cont’d) Kawasan Bintang Industri IILotNo.27&28JalanBrigadirJenderalKatamsoTanjung Uncang/SagulungSekupang BatamRiau, Indonesia

Comprising the followingbuildings:• PlantII• PlantIII• Staffquartersanda

canteen

Industrialcum

residentialpremises

1412

14

273,715 Leaseholdexpiring in

2031

04.03.2014(R)

2,836

Kawasan Bintang Industri IILotCNo.27&28JalanBrigadirJenderalKatamsoTanjung Uncang/SagulungSekupang BatamRiau, Indonesia

ComprisingPlantIVandawarehouse

Industrialpremises

12 157,326 Leaseholdexpiring in

2035

04.03.2014(R)

5,574

BlokA2,No.11,KomplekPerumahanPlutoTanjung Uncang, SekupangBatam, Riau, Indonesia

Residentialpremises

12 775 Leaseholdexpiring in

2031

04.03.2014(R)

7

ProxyForm

HO WAH GENTING BERHAD(Company No. 272923-H)Incorporated in Malaysia

*I/We ………………………………….….… (name of shareholder), *NRIC No./Company No. …..……..............…....…..……..........

of ..…………………………………………….………………………..................................................................................... (full address),

being a *member/members of HO WAH GENTING BERHAD, do hereby appoint …….………………….…….. (name of proxy)

of..……………………………..........……………….………………………............................................................................ (full address),

or failing him/her …………………......………………...… (name of proxy) of ……….................…………………………………………

…..…………………………………………….……………………….......................................................................................(full address), or failing *him/her, the *Chairman of the meeting as *my / our proxy to vote and act for *me / us on *my / our behalf, at the Twenty Third Annual General Meeting of the Company to be held at Mandarin B, Level 6, Mandarin Court Hotel Kuala Lumpur, No. 55, Jalan Maharajalela, 50150 Kuala Lumpur on Thursday,26May2016at3:00p.m. and at any adjournment thereof.

The proportion of *my/our holding to be represented by *my/our proxies are as follows:[The next paragraph must be completed if two proxies are appointed]

FirstProxy : %SecondProxy : %Total 100%

* My/Our proxy is to vote as indicated below:

Resolutions No. OrdinaryBusiness For (#) Against (#)1. PaymentofDirectors’FeesofRM120,000.00.2. Re-election of Ms. Elaine Tan Ai Lin.3. Re-election of Dato’ Lim Ooi Hong.4. Re-appointmentofMessrsRussellBedfordLC&CompanyasAuditorsandto

authorizetheBoardofDirectorstofixtheirremuneration.Special Business

5. Authority to issue sharespursuant toSection132Dof theCompaniesAct,1965.

6. RetentionofMr.WongTuckJeongasIndependentNon-ExecutiveDirector.7. Re-appointment of Dato’ Mohd Shahar Bin Abdul Hamid as Director pursuant

toSection129(6)oftheCompaniesAct,1965.

(#) Please indicatewithan“X” in theappropriatespaceabovehowyouwishyourvotetobecast.Unlessotherwiseinstructed,theproxywillvoteorabstainfromvotingashethinksfit.

Datedthisdayof,2016 Signature / Common Seal of Shareholder* Please delete where not applicable

NOTES:1. Members Entitled To Attend: OnlymemberswhosenamesappearintheRecordofDepositorsasat19May2016shallbeentitledtoattendthemeeting. 2. Amemberentitledtoattendandvoteatthemeetingisentitledtoappointnotmorethantwo(2)proxiestoattendandvoteinhisstead.A

proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A proxy appointed to attend and vote shall have the same rights as the member to speak at the meeting.

3. WhereamemberoftheCompanyisanauthorizednomineeasdefinedundertheSecuritiesIndustry(CentralDepositories)Act1991,itmay

appointnotmorethantwo(2)proxiesinrespectofeachsecuritiesaccountitholds. 4. WhereamemberoftheCompanyisanexemptauthorizednomineewhichholdsordinarysharesintheCompanyformultiplebeneficialowners

in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each Omnibus Accounts it holds.

5. Whereamemberor theauthorizednomineeappoints two(2)proxies,orwhereanexemptauthorizednomineeappoints two(2)ormore

proxies,theappointmentshallbeinvalidunlessthemember/authorizednominee/exemptauthorizednomineespecifiestheproportionsofshareholdings to be represented by each proxy.

6. TheinstrumentappointingaproxymustbedepositedattheregisteredofficeoftheCompanynotlessthanfortyeight(48)hoursbeforethe

time appointed for the meeting. 7. In the case of a corporate member, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its

attorney.

No. of Shares Held CDS Account Number- -

Then fold here

First fold here

TheCompanySecretaryHO WAH GENTING BERHAD (272923-H)

Wisma Ho Wah GentingNo.35,JalanMaharajalela

50150 Kuala Lumpur

STAMP

Foldthisflapforsealing

HO W

AH GEN

TING

BERHAD 272923-H AN

NUAL REPO

RT 2015

Wisma Ho Wah Genti ngNo. 35, Jalan Maharajalela50150 Kuala Lumpur

T 603 2143 8811F 603 2141 7477

(272923-H)

ANNUALREPORT

2015

(272923-H)

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